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WALGREENS SETTLEMENT
AGREEMENT
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WALGREENS SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of December 9, 2022 (the "Agreement"), sets forth the
terms of settlement between and among the Settling States, the Participating Subdivisions, and
Walgreens (as those terms are defined below). Upon satisfaction of the conditions set forth in
Sections II and VIII, this Agreement will be binding on the Settling States, Walgreens and the
Participating Subdivisions. This Agreement will then be filed as part of a Consent Judgment in
the respective courts of each of the Settling States, pursuant to the terms set forth in Section VIII.
I. Definitions
Unless otherwise specified, the following definitions apply:
A. “Additional Remediation Amount.” The amount available to the Settling States
totaling up to $31,921,103, to be paid in accord with the payment schedule at Exhibit M-3.
B. “Adjusted State Remediation Payment.” The State Remediation Payment reduced
by the Overall State Allocation for each Non-Settling State on Exhibit F-2. For the avoidance of
doubt, this amount shall be the same as the Base State Remediation Payment reduced by the
State Global Allocation Percentage for each Non-Settling State and Florida on Exhibit F-1.
C. "Agreement." This agreement, as set forth above. For the avoidance of doubt, this
Agreement is inclusive of all exhibits.
D. "Alleged Harms." The alleged past, present, and future financial, societal, and
public nuisance harms and related expenditures arising out of the alleged misuse and abuse of
Products, non-exclusive examples of which are described in the documents listed on Exhibit A,
that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals
suffering from opioid-related addiction, abuse, death, and other related diseases and disorders,
and that have allegedly been caused by Released Entities.
E. "Allocation Statute." A state law that governs allocation, distribution, and/or use
of some or all of the Settlement Fund amounts allocated to that State and/or its Subdivisions. An
Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditures
of funds, form an advisory committee, establish oversight and reporting requirements, or address
other default provisions and other matters related to the funds. An Allocation Statute is not
required to address all three (3) types of funds comprising the Settlement Fund or all default
provisions.
F. "Annual Remediation Payment." The amount payable to the Settlement Fund by
Walgreens for Settling States’ Base Payments and Incentive Payments on the Payment Date for
each Payment Year, as calculated by the Settlement Fund Administrator.
G. “Annual Fees Payment.” The amounts payable by Walgreens in each Payment
Year comprised of the State AG Fees and Costs payment and Additional Remediation Amount,
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as reduced for non-Settling States, and the Private Attorneys Fees, including any reduction to the
Contingency Fee Fund, and not including the Annual Remediation Payment.
H. “Annual Maximum.” As defined in Section IV.B.2.
I. "Appropriate Official." As defined in Section XIII.G.3.
J. "Bankruptcy Code." Title 11 of the United States Code, 11 U.S.C. § 101, et seq.
K. "Bar." Either: (1) a law barring Subdivisions in a State from maintaining Released
Claims against Released Entities (either through a direct bar or through a grant of authority to
release claims and the exercise of such authority in full) or (2) a ruling by the highest court of the
State (or, in a State with a single intermediate court of appeals, the intermediate court of appeals)
when setting forth the general principle that Subdivisions in the State may not maintain any
Released Claims against Released Entities, whether on the ground of this Agreement (or the
release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or
predicated upon payment by a Released Entity (apart from the Annual Remediation Payments by
Walgreens under this Agreement) shall not constitute a Bar.
L. Base Payment.” As defined in Section Error! Reference source not found...
M. “Base State Remediation Payment” shall be $5,150,000,000.
N. “Case-Specific Resolution." Either: (1) a law barring the Subdivision at issue
from maintaining any Released Claims against any Released Entities (either through a direct bar
or through a grant of authority to release claims and the exercise of such authority in full); or (2)
a ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision
may not maintain any Released Claims at issue against any Released Entities, whether on the
ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or
ruling that is conditioned or predicated upon payment by a Released Entity (apart from the
annual payments by Walgreens under this Agreement) shall not constitute a Case-Specific
Resolution.
O. "Claim." Any past, present or future cause of action, claim for relief, cross-claim
or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge,
covenant, damage, debt, lien, loss, penalty, judgment, right, obligation, dispute, suit, contract,
controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or
grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or
administrative, whether arising under federal, state or local common law, statute, regulation,
guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or
unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen,
unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or
unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such
cases, including, but not limited to, any request for declaratory, injunctive, or equitable relief,
compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution,
remediation, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement,
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attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal,
equitable, civil, administrative, or regulatory remedy whatsoever.
P. "Claim-Over." A Claim asserted by a Non-Released Entity against a Released
Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a
Non-Party Covered Conduct Claim asserted by a Releasor.
Q. “Compensatory Restitution Amount.” The aggregate amount paid or incurred by
Walgreens hereunder for Opioid Remediation, which includes each Annual Remediation
Payment and does not include amounts paid as attorneys’ fees and costs or identified pursuant to
Section V.B.2 as being used to pay attorneys’ fees, investigation costs or litigation costs, which
shall be up to the amount of the Adjusted State Remediation Payment.
R. "Consent Judgment." A consent judgment in a form to be agreed by the Settling
States and Walgreens prior to the Initial Participation Date that, among other things, (1) approves
this Agreement and (2) provides for the release set forth in Section X.A, including the dismissal
with prejudice of any Released Claims that the Settling State has brought against Released
Entities.
S. "Covered Conduct." Any actual or alleged act, failure to act, negligence, statement,
error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement,
misleading statement or other activity of any kind whatsoever from the beginning of time through
the Reference Date (and any past, present, or future consequence of any such act, failure to act,
negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement,
misstatement, misleading statement or other activity) relating in any way to (1) compounding,
counseling and documentation relating to any Product or class of Products (2) the discovery,
development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling,
recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing,
dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to,
any Product, or any system, plan, policy or advocacy relating to any Product or class of Products,
including, but not limited to, any unbranded promotion, marketing, programs, or campaigns
relating to any Product or class of Products; (3) the characteristics, properties, risks, or benefits of
any Product; (4) the reporting, disclosure, non-reporting or nondisclosure to federal, state or other
regulators of orders placed with any Released Entity; or (5) diversion control programs or
suspicious order monitoring;
T. “Deferred Payment Notice.” As defined in Section IV.K.4.
U. Designated State.” The State of New York.
V. “Effective Date.” The date sixty (60) calendar days after the Reference Date.
W. Eligible States.” The states, commonwealths, and territories of the United States
of America, excluding Florida.
X. “Enforcement Committee. A committee consisting of representatives of the
Settling States and of the Participating Subdivisions. Exhibit B contains the organizational
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bylaws of the Enforcement Committee. Notice pursuant to Section XIII.S shall be provided when
there are changes in membership or contact information.
Y. "Final Order." An order or judgment of a court of competent jurisdiction with
respect to the applicable subject matter (1) which has not been reversed or superseded by a
modified or amended order, is not currently stayed, and as to which any right to appeal or seek
certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or
petition for certiorari, review, reargument, stay, or rehearing is pending, or (2) as to which an
appeal has been taken or petition for certiorari, review, reargument, stay, or rehearing has been
filed and (a) such appeal or petition for certiorari, review, reargument, stay, or rehearing has
been resolved by the highest court to which the order or judgment was appealed or from which
certiorari, review, reargument, stay, or rehearing was sought, or (b) the time to appeal further or
seek certiorari, review, reargument, stay, or rehearing has expired and no such further appeal or
petition for certiorari, review, reargument, stay, or rehearing is pending.
Z. Global Settlement Amount. The Global Settlement Amount is
$5,522,528,766which is comprised of the Adjusted State Remediation Payment, Private
Attorneys Fees, State AG Fees and Costs, and Additional Remediation Amount
AA. Implementation Administrator.” The vendor agreed to by Walgreens and the
Enforcement Committee, and retained by Walgreens for costs of up to $1,500,000, to provide
notice pursuant to Section VII.A and to manage the initial joinder period for Subdivisions,
including the issuance and receipt of Subdivision Participation Agreements.
BB. "Incentive Payment A." The incentive payment described in Section IV.H.4.
CC. Incentive Payment A Catch-up Payment.” As defined in Section IV.H.4.f.
DD. "Incentive Payment BC." The incentive payment described in Section IV.H.5.
EE. "Incentive Payment D." The incentive payment described in Section IV.H.6.
FF. "Initial Participating Subdivision." A Subdivision that meets the requirements set
forth in Section VII.D.
GG. "Initial Participation Date." The date ninety (90) calendar days after the
Preliminary Agreement Date, unless it is extended by written agreement of Walgreens and the
Enforcement Committee.
HH. "Injunctive Relief Terms." The terms described in Section III and set forth in
Exhibit P.
II. "Later Litigating Subdivision." A Subdivision (or Subdivision official asserting
the right of or for the Subdivision to recover for Alleged Harms to the Subdivision and/or the
people thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity
after the Trigger Date; or (2) adds a Released Claim against a Released Entity after the Trigger
Date to a lawsuit brought before the Trigger Date that, prior to the Trigger Date, did not include
any Released Claims against a Released Entity; or (3) (a) was a Litigating Subdivision whose
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Released Claims against Released Entities were resolved by a legislative Bar or legislative Case-
Specific Resolution as of the Trigger Date, (b) such legislative Bar or legislative Case-Specific
Resolution is subject to a Revocation Event after the Trigger Date, and (c) the earlier of the date
of completion of opening statements in a trial in an action brought by a Subdivision in that State
that includes a Released Claim against a Released Entity or one hundred eighty (180) days from
the Revocation Event passes without a Bar or Case-Specific Resolution being implemented as to
that Litigating Subdivision or the Litigating Subdivision's Released Claims being dismissed; or
(4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were
resolved by a judicial Bar or judicial Case-Specific Resolution as of the Trigger Date, (b) such
judicial Bar or judicial Case-Specific Resolution is subject to a Revocation Event after the
Trigger Date, and (c) such Litigating Subdivision takes any action in its lawsuit asserting a
Released Claim against a Released Entity other than seeking a stay or dismissal.
JJ. "Later Participating Subdivision." A Participating Subdivision that is not an
Initial Participating Subdivision, but meets the requirements set forth in Section VILE.
KK. "Litigating Subdivision." A Subdivision (or Subdivision official) that brought any
Released Claim against any Released Entity prior to the Trigger Date; provided, however, that a
Subdivision (or Subdivision official) that is a Prior Litigating Subdivision shall not be considered
a Litigating Subdivision. Exhibit C is an agreed list of all Litigating Subdivisions. Exhibit C will
be updated (including with any corrections) periodically, and a final version of Exhibit C will be
attached hereto as of the Reference Date.
LL. “National Arbitration Panel. The panel comprised as described in Section
VI.F.2.b.
MM. National Disputes.” As defined in Section VI.F.2.a.
NN. "Non-Litigating Subdivision." Any Subdivision that is neither a Litigating
Subdivision nor a Later Litigating Subdivision.
OO. Non-Litigating Threshold Subdivisions.” Primary Subdivisions (a) with
populations greater than 30,000 that have not sued Walgreens as of the Initial Subdivision
Participation Date and (b) with populations between 10,000 and 30,000 that have not sued
Walgreens but have sued McKesson, AmerisourceBergen, Cardinal or Janssen related to any
allegations regarding the Products.
PP. "Non-Participating Subdivision." Any Subdivision that is not a Participating
Subdivision.
QQ. "Non-Party Covered Conduct Claim." A Claim against any Non-Released Entity
involving, arising out of, or related to Covered Conduct (or conduct that would be Covered
Conduct if engaged in by a Released Entity).
RR. "Non-Party Settlement." A settlement by any Releasor that settles any Non-Party
Covered Conduct Claim and includes a release of any Non-Released Entity.
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SS. "Non-Released Entity." An entity that is not a Released Entity.
TT. Non-Settling State.” Any Eligible State that is not a Settling State.
UU. "Opioid Remediation." Care, treatment, and other programs and expenditures
(including reimbursement for past such programs or expenditures
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except where this Agreement
restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse
and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate
other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit E
provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation.
Qualifying expenditures may include reasonable related administrative expenses in connection
with the above.
VV. Opioid Tax.” Any tax, assessment, license fee, surcharge or any other fee (other
than a fixed prospective excise tax or similar tax or fee that has no restriction on pass-through)
imposed by a State on Walgreens on the sale, transfer or distribution of opioid products;
provided, however, that none of the following as currently enacted shall be considered an Opioid
Tax for purposes of this Agreement: 16 Del. Code Chapter 48B; fees assessed by the Minnesota
Board of Pharmacy under Minnesota Statutes section 151.065; any penalty assessed under
Minnesota’s Opiate Product Registration Fee law, Minnesota Statutes section 151.066; the
MinnesotaCare Wholesale Drug Distributor and Use Tax, Minnesota Statutes section 292.52; the
Excise Tax on sale of Opioids, Article 20-D of New York’s Tax Law; the Opioid Stewardship
Act, Article 33, Title 2-A of New York’s Public Health Law; and Rhode Island’s Opioid
Stewardship Act, R.I. Gen. Laws §§ 21-28.10, et seq.).
WW. Overall Allocation Percentage.” A Settling State’s percentage as set forth in
Exhibit F-2.
XX. "Participating Subdivision." Any Subdivision that meets the requirements for
becoming a Participating Subdivision under Section VII.B and Section VII.C. Participating
Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions.
YY. Participation Percentage of Incentive BC Eligible Subdivision Population.” As
defined in Section IV.H.5.e.
ZZ. "Parties." Walgreens and the Settling States (each, a "Party").
AAA. "Payment Date." The date on which Walgreens makes the Annual Remediation
Payment pursuant to Section IV.B. For the avoidance of doubt, the date on which the Annual Fee
Payments (including without limitation State AG Fees and Costs and Additional Remediation
Amounts) are made is December 31 for each Payment Year in which Annual Fee Payments are
due pursuant to Exhibit M-3, which may be a different date than the Payment Date.
BBB. "Payment Year." The Walgreens’ fiscal year during which the applicable Annual
Remediation Payment and/or Annual Fees Payment is due pursuant to Exhibit M-2 and Exhibit
M-3. Walgreens’ fiscal year is September 1-August 31. Payment Year 1 is September 1, 2022-
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Reimbursement includes amounts paid to any governmental entities for past expenditures or programs
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August 31, 2023, Payment Year 2 is September 1, 2023-August 31, 2024 and so forth.
References to payment "for a Payment Year" mean the Annual Remediation Payment and/or
Annual Fees Payment (including without limitation State AG Fees and Costs and Additional
Remediation Amounts) due during that year. References to eligibility "for a Payment Year"
mean eligibility in connection with the Annual Remediation Payment due during that year.
CCC. Post-Suspension Payment.” As defined in Section IV.K.2.
DDD. Primary Fire District. A fire district that covers a population of 25,000, or
0.20% of an Eligible State’s population if an Eligible State’s population is greater than 18
million. If not easily calculable from state data sources and agreed to between the Eligible State
and Walgreens, a fire district’s population is calculated by dividing the population of the county
or counties a fire district serves by the number of fire districts in the county or counties.
“Primary Fire Districts” shall mean fire districts as identified in connection with the
implementation of the July 21, 2021 Janssen Settlement Agreement.
EEE. Preliminary Agreement Date.” The date on which Walgreens is to inform the
Settling States of their determination whether the condition in Section II.B has been satisfied.
The Preliminary Agreement Date shall be no more than ten (10) calendar days after the end of
the notice period to States, unless it is extended by written agreement of the Walgreens and the
Enforcement Committee.
FFF. "Primary Subdivision." A Subdivision that is a General Purpose Government
(including, but not limited to, a municipality, county, county subdivision, city, town, township,
parish, village, borough, gore, or any other entities that provide municipal-type government) with
population over 10,000. Attached as Exhibit I is an agreed list of the Primary Subdivisions in
each Eligible State.
GGG. "Prior Litigating Subdivision." A Subdivision (or Subdivision official) that brought
any Released Claim against any Released Entity prior to the Trigger Date and all such Released
Claims were separately settled or finally adjudicated prior to the Trigger Date; provided, however,
that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a
Prior Litigating Subdivision. Notwithstanding the prior sentence, Walgreens and the Settling
State of the relevant Subdivision may agree in writing that the Subdivision shall not be
considered a Prior Litigating Subdivision.
HHH. “Private Attorney Fees” are the amount to be paid by Walgreens for private
attorneys’ litigation fees and costs on behalf of Participating Subdivisions. The Private Attorney
Fees are 12.4% times the Base State Remediation Payment with the maximum amount being
$638,600,000. For avoidance of doubt, Private Attorney Fees do not include State AG Fees and
Costs or Additional Remediation Amount.
III. "Product." Any chemical substance, whether used for medicinal or non-medicinal
purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product
made from or with such substance, that is: (1) an opioid or opiate, as well as any product
containing any such substance; or (2) benzodiazepine, carisoprodol, or gabapentin; or (3) a
combination or "cocktail" of chemical substances prescribed, sold, bought, or dispensed to be used
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together that includes opioids or opiates. "Product" shall include, but is not limited to, any
substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone,
hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol,
tramadol, opium, heroin, carfentanil, diazepam, estazolam, quazepam, alprazolam, clonazepam,
oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol, gabapentin, or any
variant of these substances or any similar substance. Notwithstanding the foregoing, nothing in this
section prohibits a Settling State from taking administrative or regulatory action related to
benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam,
clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam), carisoprodol, or
gabapentin that is wholly independent from the use of such drugs in combination with opioids,
provided such action does not seek money (including abatement and/or remediation) for conduct
prior to the Effective Date.
JJJ. “Reduced Payment Termination Date.” As defined in Section IV.K.3.
KKK. "Reference Date." The date on which Walgreens is to inform the Settling States of
its determination whether the condition in Section VIII has been satisfied. The Reference Date
shall be no later than thirty (30) calendar days after the Initial Participation Date, unless it is
extended by written agreement of Walgreens and the Enforcement Committee.
LLL. "Released Claims." Any and all Claims that directly or indirectly are based on,
arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the
Reference Date. Without limiting the foregoing, Released Claims include any Claims that have
been asserted against Walgreens, including claims arising from Walgreens’ acquisition of other
firms or assets prior to the Reference Date, by a Settling State or Litigating Subdivision in any
federal, state, or local action or proceeding (whether judicial, arbitral, or administrative) based
on, arising out of, or relating to, in whole or in part, the Covered Conduct, or any such Claims
that could be or could have been asserted now or in the future in those actions or in any
comparable action or proceeding brought by a State, Subdivision, or Releasor (whether or not
such State, Subdivision, or Releasor has brought such action or proceeding), including any
subsidiaries thereof to the extent permissible by law. Released Claims include any claims of a
Non-Released Entity held by a Released Entity by way of assignment. Released Claims also
include all Claims asserted in any proceeding to be dismissed pursuant to this Agreement,
whether or not such claims relate to Covered Conduct. The Parties intend that this term,
"Released Claims," be interpreted broadly. This Agreement does not release Claims by private
individuals. It is the intent of the Parties that Claims by private individuals be treated in
accordance with applicable law. Released Claims is also used herein to describe claims brought
by a Later Litigating Subdivision or other non-party Subdivision that would have been Released
Claims if they had been brought by a Releasor against a Released Entity.
MMM."Released Entities." With respect to Released Claims, Walgreens and (1) all past
and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether
direct or indirect) of Walgreens; (2) all past and present subsidiaries and divisions (in each case,
whether direct or indirect) of any entity described in subsection (1); (3) the respective past and
present officers, directors, members, trustees, and employees of any of the foregoing (each for
actions that occurred during and related to their work for, or employment with, any of Walgreens
or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of
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Walgreens or its subsidiaries, including in any Walgreens or subsidiary's capacity as a
participating member in such joint venture; (5) all direct or indirect parents and shareholders of
Walgreens (solely in their capacity as parents or shareholders of Walgreens with respect to
Covered Conduct); and (6) any insurer of Walgreens or any person or entity otherwise described
in subsections (1)-(5) (solely in its role as insurer of such person or entity and subject to the last
sentence of Section X.C). An illustrative list of Walgreens’ present joint ventures, subsidiaries
and affiliates and predecessor entities is set forth in Exhibit J. Any person or entity described in
subsections (3)-(6) shall be a Released Entity solely in the capacity described in such clause and
shall not be a Released Entity with respect to its conduct in any other capacity. Any joint
venture or past or present subsidiary of Walgreens is a Released Entity, including any joint
venture between Walgreens and any distributor, provided, however, that any joint venture
partner of Walgreens or any of Walgreens subsidiaries is not a Released Entity unless it falls
within subsections (1)-(6) above. With respect to joint ventures (including predecessor entities),
only entities listed on Exhibit J are Released Entities. With respect to wholly-owned subsidiaries
(including predecessor entities), Exhibit J represents a good faith effort by Walgreens to list all
such entities, but any and all wholly-owned subsidiaries (including predecessor entities) of
Walgreens are Released Entities, whether or not they are listed on Exhibit J. For the avoidance
of doubt, Exhibit J is illustrative, not exhaustive, and may not specifically identify or correctly
name each and every Released Entity. Any entity acquired, or joint venture entered into, by
Walgreens after the Reference Date is not a Released Entity.
NNN. "Releasors." With respect to Released Claims, (1) each Settling State; (2) each
Participating Subdivision; and (3) without limitation and to the maximum extent of the power of
each Settling State’s Attorney General’s and/or Participating Subdivision to release Claims, (a)
the Settling State’s and Participating Subdivision's departments, agencies, divisions, boards,
commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its
Attorney General , and any person in his or her official capacity whether elected or appointed to
serve any of the foregoing and any agency, person, or other entity claiming by or through any of
the foregoing, (b) any public entities, public instrumentalities, public educational institutions,
unincorporated districts, fire districts, irrigation districts, and other Special Districts in a Settling
State, and (c) any person or entity acting in a parens patriae, sovereign, quasi-sovereign, private
attorney general, qui tam, taxpayer, or other capacity seeking relief on behalf of or generally
applicable to the general public with respect to a Settling State or Subdivision in a Settling State,
whether or not any of them participate in this Agreement. The inclusion of a specific reference to
a type of entity in this definition shall not be construed as meaning that the entity is not a
Subdivision. Each Settling State’s Attorney General represents that he or she has or has obtained
(or will obtain no later than the Initial Participation Date) the authority set forth in Section X.F.
In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide
the Subdivision Settlement Participation Form referenced in Section VII providing for a release
to the fullest extent of the Participating Subdivision's authority.
OOO. "Remediation Accounts Fund.” The component of the Settlement Fund described
in Section V.C.
PPP. "Revocation Event." With respect to a Bar, Settlement Class Resolution, or Case-
Specific Resolution, a revocation, rescission, reversal, overruling, or interpretation that in any
way limits the effect of such Bar, Settlement Class Resolution, or Case-Specific Resolution on
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Released Claims, or any other action or event that otherwise deprives the Bar, Settlement Class
Resolution, or Case-Specific Resolution of force or effect in any material respect.
QQQ. "Settlement Class Resolution." A class action resolution in a court of competent
jurisdiction in a Settling State (that is not successfully removed to federal court) with respect to a
class of Subdivisions in that State that (1) conforms with that Settling State’s statutes, case law,
and rules of procedure regarding class actions; (2) is approved and entered as an order of a court
of competent jurisdiction in that State and such order has become a Final Order; (3) is binding on
all Non-Participating Subdivisions in that State (other than opt outs as permitted under the next
sentence); (4) provides that all such Non-Participating Subdivisions may not bring any Released
Claims against any Released Entities, whether on the ground of this Agreement (or the releases
herein) or otherwise; and (5) does not impose any costs or obligations on Walgreens other than
those provided for in this Agreement, or contain any provision inconsistent with any provision of
this Agreement. If applicable state law requires that opt-out rights be afforded to members of the
class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a
Settlement Class Resolution unless Subdivisions collectively representing more than one percent
(1%) of the total population of that State opt out. In seeking certification of any Settlement Class,
the applicable State and Participating Subdivisions shall make clear that certification is sought
solely for settlement purposes and shall have no applicability beyond approval of the settlement
for which certification is sought. Nothing in this Agreement constitutes an admission by any
Party that class certification would be appropriate for litigation purposes in any case or for
purposes unrelated to this Agreement.
RRR. "Settlement Fund." The interest-bearing fund established pursuant to this
Agreement into which the Annual Remediation Payments are made under Section IV.
SSS. "Settlement Fund Administrator." The entity that annually determines the Annual
Remediation Payment (including calculating suspension, offset or reduction and Incentive
Payments pursuant to Section IV and any amounts subject to offset or reduction pursuant to
Section XI and Section XII), administers the Settlement Fund, and distributes amounts into the
Remediation Accounts Fund, State Fund, and Subdivision Fund pursuant to this Agreement. The
duties of the Settlement Fund Administrator shall be governed by this Agreement. Prior to the
Initial Participation Date, Walgreens and the Enforcement Committee shall agree to selection
and removal processes for and the identity of the Settlement Fund Administrator, and a detailed
description of the Settlement Fund Administrator's duties and responsibilities, including a
detailed mechanism for paying the Settlement Fund Administrator's fees and costs, all of which
shall be appended to the Agreement as Exhibit L.
TTT. "Settlement Fund Escrow." The interest-bearing escrow fund established pursuant
to this Agreement to hold disputed payments made under this Agreement, and to hold the first
Annual Remediation Payment until the Effective Date.
UUU. "Settlement Payment Schedule." The schedule attached to this Agreement as
Exhibit M-1, Exhibit M-2, and Exhibit M-3.
VVV. Settling State. An Eligible State that has entered into this Agreement and
delivers executed releases in accordance with Section VIII.A.
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WWW. State.” The states, commonwealths, and territories of the United States of
America, as well as the District of Columbia. The States are listed in Exhibit F-1. Additionally,
the use of non-capitalized “state” to describe something (e.g., “state court”) shall also be read to
include parallel entities in commonwealths, territories, and the District of Columbia (e.g.,
“territorial court”).
XXX. “State Allocation.” The State Remediation Payment multiplied by the percentage
for each State listed in Exhibit F-2. For the avoidance of doubt, this amount shall be the same as
the Base State Remediation Payment multiplied by the percentage for each Eligible State listed
in Exhibit F-1, and it does not include the Additional Remediation Amount.
YYY. “State AG Fees and Costs.” The amount to be paid by Walgreens to the States for
their litigation fees and costs pursuant to Exhibit S and Exhibit T. The State AG Fees and Costs
are 2% times the State Remediation Payment, minus the Additional Remediation Amount, with
the maximum amount being $63,842,206.
ZZZ. "State Fund." The component of the Settlement Fund described in Section V.C.
AAAA. State Global Allocation Percentage.The allocation percentages for all
States as set forth in Exhibit F-1, which represents allocations before the credit for Walgreens’
settlement with the State of Florida is applied.
BBBB.“Statewide Payment Amount.” The amount from an Annual Remediation
Payment to be paid to a Settling State, its separate types of funds (if applicable), and its
Participating Subdivision listed on Exhibit G.
CCCC.“State Remediation Payment.” The maximum amount owed by Walgreens to the
States and Subdivisions, exclusive of the Private Attorney Fees, State AG Fees and Costs,
Additional Remediation Amount, and is in the amount of $4,788,165,456, consisting of the Base
State Remediation Payment and including a credit for Walgreens’ settlement with the State of
Florida in the amount of 7.02591344086813% of the Base State Remediation Payment. An
additional credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State
in the amount of 15.31% of New York’s State Allocation will be applied to New York’s State
Allocation pursuant to Section IV.L. For the avoidance of doubt, the credit for Walgreens’
settlement with Suffolk and Nassau Counties in New York State does not reduce the State
Remediation Payment as defined herein, but shall nevertheless reduce the amount owed by
Walgreens pursuant to this Agreement to New York State and its Subdivisions.
DDDD. State-Specific Agreement.” As defined in Section IV.J.
EEEE. "State-Subdivision Agreement." An agreement that a Settling State reaches with
the Subdivisions in that State regarding the allocation, distribution, and/or use of funds allocated
to that State and to its Subdivisions. A State-Subdivision Agreement shall be effective if
approved pursuant to the provisions of Exhibit O or if adopted by statute. Preexisting agreements
addressing funds other than those allocated pursuant to this Agreement shall qualify if the
approval requirements of Exhibit O are met. A State and its Subdivisions may revise a State-
13
Subdivision Agreement if approved pursuant to the provisions of Exhibit O, or if such revision is
adopted by statute.
FFFF. "Statutory Trust." A trust fund established by state law to receive funds allocated
to a Settling State's Remediation Accounts Fund and restrict any expenditures made using funds
from the Settling State's Remediation Accounts Fund to Opioid Remediation, subject to
reasonable administrative expenses. A State may give a Statutory Trust authority to allocate one
(1) or more of the three (3) types of funds comprising such State's Settlement Fund, but this is
not required.
GGGG. "Subdivision." Any (1) General Purpose Government (including, but not
limited to, a municipality, county, county subdivision, city, town, township, parish, village,
borough, gore, or any other entities that provide municipal-type government), School District, or
Special District within a State, and (2) any other subdivision, subdivision official (acting in an
official capacity on behalf of the subdivision) or sub-entity of or located within a State (whether
political, geographical or otherwise, whether functioning or non-functioning, regardless of
population overlap, and including, but not limited to, Nonfunctioning Governmental Units and
public institutions) that has filed a lawsuit that includes a Released Claim against a Released
Entity in a direct, parens patriae, or any other capacity. "General Purpose Government," "School
District," and "Special District" shall correspond to the "five basic types of local governments"
recognized by the U.S. Census Bureau and match the 2017 list of Governmental Units.
2
The
three (3) General Purpose Governments are county, municipal, and township governments; the
two (2) special purpose governments are School Districts and Special Districts.
3
"Fire District,"
"Health District," "Hospital District," and "Library District" shall correspond to categories of
Special Districts recognized by the U.S. Census Bureau.
4
References to a State's Subdivisions
or to a Subdivision "in," "of," or "within" a State include Subdivisions located within the State
even if they are not formally or legally a sub-entity of the State; provided, however, that a
"Health District" that includes any of the following words or phrases in its name shall not be
considered a Subdivision: mosquito, pest, insect, spray, vector, animal, air quality, air
pollution, clean air, coastal water, tuberculosis, and sanitary. Each of Lake and Trumbull
Counties of Ohio shall not be considered “Subdivisions” for purposes of this Agreement.
2
https://www.census.govidataidatasets/2017/econ/gus/public-use-files.html.
3
E.g., U.S. Census Bureau, "Technical Documentation: 2017 Public Use Files for State and Local Government
Organization" at 7 (noting that "the Census Bureau recognizes five basic types of local governments," that three
of those are "general purpose governments" (county governments, municipal governments, and township
governments), and that the other two are "school district and special district governments"),
https://www2.census.gov/programs-surveysigus/datasets/2017/2017_gov_org_meth_tech_doc.pdf.
4
A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and
categorizes them by "FUNCTION_NAME." "Govt_Units_2017_Final" spreadsheet, "Special District" sheet,
included in "Independent Governments - list of governments with reference information,"
https://www.census.govidataidatasets/2017/econ/gus/public-use-files.html. As used herein, "Fire District"
corresponds to Special District function name "24 — Local Fire Protection," "Health District" corresponds to
Special District function name "32 — Health," "Hospital District" corresponds to Special District function name
"40 —Hospitals," and "Library District" corresponds to Special District function name "52 — Libraries." See id.
14
HHHH. "Subdivision Allocation Percentage." The portion of a Settling
State's Subdivision Fund set forth in Exhibit G that a Subdivision will receive pursuant to
Section V if it becomes a Participating Subdivision. The aggregate Subdivision Allocation
Percentage of all Subdivisions receiving a Subdivision Allocation Percentage in each State shall
equal one hundred percent (100%). Immediately upon the effectiveness of any State-Subdivision
Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section
V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement,
Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that
addresses allocation from the Subdivision Fund, whether before or after the Initial Participation
Date, Exhibit G will automatically be amended to reflect the allocation from the Subdivision
Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or
voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation Percentages
contained in Exhibit G may not change once notice is distributed pursuant to Section VII.A,
except upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory
Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an
amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or
voluntary redistribution allowed by Section V.D.3) that addresses allocation from the
Subdivision Fund. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall
receive an allocation from the Subdivision Fund and no provision of this Agreement shall be
interpreted to create such an entitlement.
IIII. "Subdivision Fund." The component of the Settlement Fund described in Section
V.A.
JJJJ. Subdivision Settlement Participation Form” The form attached as Exhibit K that
Participating Subdivisions must execute and return to the Implementation Administrator or
Settlement Fund Administrator, and which shall (1) make such Participating Subdivisions
signatories to this Agreement, (2) include a full and complete release of any and of such
Subdivision’s claims, and (3) require the prompt dismissal with prejudice of any Released
Claims that have been filed by any such Participating Subdivision
KKKK. "Threshold Motion." A motion to dismiss or equivalent dispositive motion
made at the outset of litigation under applicable procedure. A Threshold Motion must include as
potential grounds for dismissal any applicable Bar or the relevant release by a Settling State or
Participating Subdivision provided under this Agreement and, where appropriate under
applicable law, any applicable limitations defense.
LLLL. “Total Available Amount.” The sum of (1) the Adjusted State Remediation
Payment, (2) State AG Fees and Costs payment and Additional Remediation Amount, as reduced
for non-Settling States and (3) the Private Attorneys Fees, including any reduction to the
Contingency Fee Fund.
MMMM. "Trigger Date." In the case of a Primary Subdivision, the Reference Date.
In the case of all other Subdivisions, the Preliminary Agreement Date.
NNNN. “Walgreens.” Walgreen Co.
15
II. Participation by States and Condition to Preliminary Agreement
A. Notice to States. On December 7 2022 this Agreement shall be distributed to all
States. The States’ Attorneys General shall then have until December 30, 2022 to decide whether
to become Settling States. States that determine to become Settling States shall so notify
Walgreens and shall further commit to obtaining any necessary additional State releases prior to
the Reference Date. This notice period may be extended by written agreement of Walgreens and
the Enforcement Committee.
B. Condition to Preliminary Agreement. Following the notice period set forth in
Section II.A above, Walgreens shall determine whether, in its sole discretion, enough States have
agreed to become Settling States to proceed with notice to Subdivisions as set forth in Section
VII below. If Walgreens determines that this condition has been satisfied, and that notice to the
Litigating Subdivisions should proceed, it will so notify the Settling States by providing notice to
the Enforcement Committee on the Preliminary Agreement Date. If Walgreens determine that
this condition has not been satisfied, and this Agreement will have no further effect and all
releases and other commitments or obligations contained herein will be void.
C. Later Joinder by States. After the Preliminary Agreement Date, a State may only
become a Settling State with the consent of Walgreens and the Enforcement Committee. If a
State becomes a Settling State more than sixty (60) calendar days after the Preliminary
Agreement Date, but on or before June 30, 2023, the Subdivisions in that State that become
Participating Subdivisions within ninety (90) calendar days of the State becoming a Settling
State shall be considered Initial Participating Subdivisions. A State may not become a Settling
State after June 30, 2023.
D. Litigation Activity. Following the Preliminary Agreement Date, States that
determine to become Settling States shall make reasonable efforts to cease litigation activity
against Walgreens, including by jointly seeking stays or, where appropriate, severance of claim
against Walgreens, where feasible, and otherwise to minimize such activity by means of agreed
deadline extensions and agreed postponement of depositions, document productions, and motion
practice if a motion to stay or sever is not feasible or is denied.
III. Injunctive Relief
A. Injunctive Relief. As part of the Consent Judgment, the Parties agree to the entry
of the injunctive relief terms attached in Exhibit P.
IV. Settlement Payments
A. Settlement Fund. All payments under this Section IV shall be made into the
Settlement Fund, except that, where specified, they shall be made into the Settlement Fund
Escrow. The Settlement Fund shall be allocated and used only as specified in Section V.
B. Annual Remediation Payments
16
1. Walgreens shall make fifteen (15) Annual Remediation Payments, each
comprised of Base Payments and Incentive Payments as provided in this Section IV and as
determined by the Settlement Fund Administrator as set forth in this Agreement, provided
that the Annual Remediation Payment in Payment Year 1 shall consist solely of Base
Payments.
2. The combination of the Annual Remediation Payment and the Annual Fee
Payment in any given Payment Year shall not exceed one-fifteenth (1/15
th
) of the Total
Available Amount (the “Annual Maximum”). Payments may be lower than one-fifteenth
(1/15
th
) of the Total Available Amount due to credits and incentive eligibility. In the
event that the full amount of the Annual Remediation Payment calculated by the
Settlement Fund Administrator pursuant to Section IV.C exceeds the Annual Maximum,
Settling States will be paid a prorated amount of payment available up to the Annual
Maximum, and any unpaid amount will be due the following Payment Year and each
succeeding Payment Year until the remediation is fully paid. The payment schedule for
the Annual Remediation Payments is attached hereto as Exhibit M-2. The payment
schedule for the Annual Fee Payments is attached hereto as Exhibit M-3.
C. Settlement Fund Payment Process
1. To determine each Annual Remediation Payment for Payment Year 2 forward, the
Settlement Fund Administrator shall use the data as of sixty (60) days prior to the Payment
Date for each payment, unless another provision of the Agreement specifies a different
date. Prior to the Effective Date, the Parties will include an exhibit to the Agreement
setting forth in detail the process for the Settlement Fund Administrator obtaining relevant
data and for distributing funds to the Settling States and their Participating Subdivisions
listed on Exhibit G consistent with the terms of this Agreement as quickly as practical.
2. The Settlement Fund Administrator shall determine the Annual Remediation
Payment and the Statewide Payment Amount for each Settling State, consistent with the
provisions in Exhibit L, by:
a. Determining, for each Settling State, the amount of Base Payments
and Incentive Payments to which the State is entitled by applying the criteria
under Section IV.F, Section IV.G, and Section IV.H;
b. applying any offsets, credits or reductions as specified under
Section IV, Section XI, and Section XII;
c. applying the annual cap on payments as specified under Section
IV.B.
d. applying any adjustment required as a result of significant financial
constraint, as specified under Section IV.K
e. determining the total amount owed by Walgreens to all Settling
States and the Participating Subdivisions listed on Exhibit G; and
17
f. the Settlement Fund Administrator shall then allocate, after
subtracting the portion of any Settlement Fund Administrator costs and fees owed
out of funds from the Settlement Fund pursuant to Section V.C.5, the Annual
Remediation Payment pursuant to Section V among the Settling States, among the
separate types of funds for each Settling State (if applicable), and among the
Participating Subdivisions listed on Exhibit G.
3. If, no later than fifty (50) days prior to the Payment Date, Walgreens and the
Enforcement Committee inform the Settlement Fund Administrator that they agree on the
amount of the Annual Remediation Payment and the Statewide Payment Amount for each
Settling State, Walgreens shall pay the agreed-upon Annual Remediation Payment amount
on the Payment Date and the Settlement Fund Administrator shall treat those amounts as
the determination described in Section IV.C.2. If the Settlement Fund Administrator is
not so informed, it shall give notice to Walgreens, the Settling States, and the Enforcement
Committee of the amount of the Annual Remediation Payment, and the Statewide
Payment Amount for each Settling State, following the determination described in Section
IV.C.2, and the following timeline shall apply:
a. Within twenty-one (21) calendar days of the notice provided by the
Settlement Fund Administrator, Walgreens, any Settling State or the Enforcement
Committee may dispute, in writing, the calculation of the Annual Remediation
Payment or the Statewide Payment Amount for a Settling State. Such disputing
party must provide a written notice of dispute to the Settlement Fund
Administrator, the Enforcement Committee, any affected Settling State, and
Walgreens identifying the nature of the dispute, the amount of money that is
disputed, and the Settling State(s) affected.
b. Within twenty-one (21) calendar days of the sending of a written
notice of dispute, any affected party may submit a response, in writing, to the
Settlement Fund Administrator, the Enforcement Committee, any affected
Settling State, and Walgreens identifying the basis for disagreement with the
notice of dispute.
c. If no response is filed, the Settlement Fund Administrator shall
adjust the amount calculated consistent with the written notice of dispute, and
Walgreens shall pay the adjusted amount, collectively totaling that year's Annual
Remediation Payment, on the Payment Date. If a written response to the written
notice of dispute is timely sent to the Settlement Fund Administrator, the
Settlement Fund Administrator shall notify Walgreens of the preliminary amount
to be paid, which shall be the greater of the amount originally calculated by the
Settlement Fund Administrator or the amount that would be consistent with the
notice of dispute, provided, however, that in no circumstances shall the
preliminary amount to be paid be higher than the Annual Maximum as set forth in
Section IV.B.2. For the avoidance of doubt, a transfer of payments from the
Settlement Fund Escrow for other Payment Years does not count toward
determining whether the amount to be paid is higher than the Annual Maximum.
18
d. The Settlement Fund Administrator shall place any disputed
amount of the preliminary amount paid by Walgreens into the Settlement Fund
Escrow and shall disburse any undisputed amount to each Settling State and its
Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4.
4. If a Settling State informs the Settlement Fund Administrator that it and its
Participating Subdivisions listed on Exhibit G have agreed on the amount of its Statewide
Payment Amount, determined pursuant to Section IV.C.2 or Section IV.C.3, to be
distributed to the Settling State, among its separate types of funds (if applicable), and
among its Participating Subdivisions listed on Exhibit G, the Settlement Fund
Administrator shall disburse the Statewide Payment Amount pursuant to the consensus
distribution amounts provided by the Settling State as quickly as practical. For a Settling
State that does not so notify the Settlement Fund Administrator, the Settlement Fund
Administrator shall allocate the Settling State’s Statewide Payment Amount, pursuant to
Section V, among the separate types of funds for the Settling State (if applicable), and
among its Participating Subdivisions listed on Exhibit G using the following procedures:
a. As soon as possible for each payment and following the
determination described in Section IV.C.2 or Section IV.C.3, the Settlement Fund
Administrator shall give notice to the relevant Settling States and their
Participating Subdivisions listed on Exhibit G of the amount to be received by
each Settling State, the amount to be received by the separate types of funds for
each Settling State (if applicable), and the amount to be received by each
Participating Subdivision listed on Exhibit G for each Settling State.
b. Within twenty-one (21) days of the notice provided by the
Settlement Fund Administrator, any Settling State or Participating Subdivision
listed on Exhibit G may dispute, in writing, the calculation of the amount to be
received by the relevant Settling State and/or its Participating Subdivision listed
on Exhibit G. A dispute will be deemed invalid and disregarded if it challenges
the allocations adopted by a State-Subdivision Agreement approved pursuant to
the provisions of Exhibit O or by statute. Such disputing party must provide a
written notice of dispute to the Settlement Fund Administrator, any affected
Settling State, and any affected Participating Subdivision identifying the nature of
the dispute, the amount of money that is disputed, and the Settling State(s)
affected.
c. Within twenty-one (21) days of the sending of a written notice of
dispute, any affected Settling State or any affected Participating Subdivision may
submit a response, in writing, to the Settlement Fund Administrator, any affected
Settling State and any affected Participating Subdivision identifying the basis for
disagreement with the notice of dispute.
d. If no response is filed, the Settlement Fund Administrator shall
adjust the amount calculated consistent with the written notice of dispute.
19
e. The Settlement Fund Administrator shall place any disputed
amount into the Settlement Fund Escrow and shall disburse any undisputed
amount to the Settling State and its Participating Subdivisions eligible for
payment.
5. Disputes described in this subsection shall be resolved in accordance with the
terms of Section VI.F.
6. The Settlement Fund Administrator may combine the disbursements of Annual
Remediation Payments with disbursement of funds under other comparable opioid
settlements. In determining when disbursements for each Annual Remediation Payment
will be made, the Settlement Fund Administrator may take into account the timeline for
the availability of disbursements under other comparable opioid settlements.
7. For the avoidance of doubt, a Subdivision not listed on Exhibit G shall not receive
an allocation from the Subdivision Fund and no provision of this Agreement shall be
interpreted to create such an entitlement.
D. Procedure for Annual Remediation Payment in Payment Year 1. The process
described in Section IV.C shall not apply to Payment Year 1. The procedure in lieu of Section
IV.C for Payment Year 1 is as set forth below:
1. The Payment Date for Payment Year 1 is December 31, 2022 or five (5)
business days after the Preliminary Agreement Date, whichever is later. Walgreens shall
pay into the Settlement Fund Escrow the total amount of the Base Payment for the
Eligible States that have agreed to become Settling States, pursuant to Section II.A, as of
December 31, 2022 or the Preliminary Agreement Date, whichever is later. This amount
shall be calculated by multiplying the aggregate Overall Allocation Percentage
attributable to Eligible States that have agreed to become Settling States by the amount
specified in Exhibit M-2 for Payment Year 1. Walgreens shall inform the Enforcement
Committee of the Statewide Payment Amount for each Eligible State that has agreed to
become a Settling State as of December 31, 2022 or the Preliminary Agreement Date,
whichever is later.
2. In the event that, in accordance with the terms of Section VIII.A,
Walgreens determines not to proceed with the Settlement, or the Settlement does not
become effective for any other reason, the funds held in the Settlement Fund Escrow
shall immediately revert to Walgreens. If the condition set forth in Section VIII.A is met,
Walgreens shall pay into the Settlement Fund Escrow, no later than five (5) business days
after the Reference Date, the difference between the existing escrowed amount and the
total amount of the Base Payment for the Settling States as of the Initial Participation
Date, which shall be calculated by multiplying those Settling States’ Overall Allocation
Percentage by the amount specified in Exhibit M-2 for Payment Year 1. Walgreens
shall inform the Enforcement Committee of the Statewide Payment Amount for each
Settling State with money included in the payment.
20
3. The Annual Remediation Payment for Payment Year 1 placed in the
Settlement Fund Escrow pursuant to Section IV.D.1 or Section IV.D.2 shall be
transferred by the Settlement Fund Administrator on the Effective Date from the
Settlement Fund Escrow to the Settlement Fund for distribution to each Settling State and
to its Initial Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4
through Section IV.C.7; provided, however, that for any Settling State where the Consent
Judgment has not been entered as of the Effective Date, the funds allocable to that
Settling State and its Participating Subdivisions listed on Exhibit G shall not be disbursed
until ten (10) calendar days after the entry of the Consent Judgment in that State.
E. Payment Date for Payment Years 2 through 15. The Payment Date for Payment
Year 2 is December 31, 2023. The Payment Date for Payment Year 3 is March 31, 2025, and the
Payment Date for Payment Years 4 through 14 shall be each successive March 31. The Payment
Date for Payment Year 15 is December 31, 2036. The Annual Remediation Payments for those
Payment Years shall be made pursuant to the process set forth in Section IV.C.
F. Offsets to Annual Remediation Payments to the Settlement Fund for Non-Settling
States. An offset equal to $4,788,165,456 times the Overall Allocation Percentage assigned to
each Non-Settling State in Exhibit F-2 shall be deducted from the total amount to be paid by
Walgreens to the Settlement Fund. For the avoidance of doubt, the Adjusted State Remediation
Payment is calculated in a way that reflects this offset. The Base Payments and Incentive
Payments are also subject to suspension, offset, and reduction as provided in Section IV.K,
Section XI and Section XII.
G. Base Payments.
1. Subject to the offset and reduction provisions set forth in Section XI and Section
XII, Walgreens shall make Base Payments into the Settlement Fund in an amount equal to
forty-one percent (41%) of the Adjusted State Remediation Payment. The maximum total
for Base Payments is $1,963,147,836. The Base Payments shall be due in installments
consistent with Exhibit M-2 over the fifteen (15) Payment Years, subject to potential
offsets for Non-Settling States as provided in Section IV.F.
2. The Base Payment for any Settling State in each Payment Year shall be the Base
Payment for that Payment Year specified in Exhibit M-2 times the Settling State’s Overall
Allocation Percentage specified in Exhibit F-2.
H. Incentive Payments.
1. Subject to the offset and reduction provisions set forth in Section XI and Section
XII, Walgreens shall make potential additional incentive payments totaling up to a
maximum of fifty-nine percent (59%) of the Adjusted State Remediation Payment, with
the Incentive Payment amount depending on whether and the extent to which the criteria
set forth below are met in each Settling State. The maximum total for Incentive Payments
is $2,825,017,620.
21
2. A Settling State qualifies to receive Incentive Payments in addition to Base
Payments if it meets the incentive eligibility requirements specified below. The maximum
total Incentive Payment for any Settling State shall be no more than the maximum total for
Incentive Payments listed in Section IV.H.1 times the Settling State’s Overall Allocation
Percentage specified in Exhibit F-2. Incentive Payments are state-specific, with the actual
amount depending on whether and the extent to which the criteria set forth below are met
in such Settling State.
3. The incentive payments shall be divided among three (3) categories, referred to as
Incentive Payments A, BC and D. Incentive Payments A and BC will be due in
installments over the fourteen (14) Payment Years beginning with Payment Year 2, and
Incentive Payment D will be due in installments over Payment Years 6 through 15, as
shown on Exhibit M-2. The total amount of incentive payments in an Annual Remediation
Payment shall be the sum of the incentive payments for which the individual Settling
States are eligible for that Payment Year under the criteria set forth below. The incentive
payments shall be made with respect to a specific Settling State based on its eligibility for
that Payment Year under the criteria set forth below. For the avoidance of doubt,
eligibility for Incentive Payments A, BC, and D shall be determined on a Settling State-
by-Settling State basis.
4. Incentive Payment A.
a. Incentive Payment A is mutually exclusive with Incentive
Payments BC and D; if a Settling State receives Incentive Payment A in an
Annual Remediation Payment, such Settling State is not eligible for Incentive
Payments BC or D in that Annual Remediation Payment.
b. Incentive Payment A shall be equal to fifty-nine percent (59%) of
the Adjusted State Remediation Payment, provided all Settling States satisfy the
requirements of Incentive Payment A. Incentive Payment A will be due to a
Settling State as part of the Annual Remediation Payment over fourteen (14)
Payment Years, starting in Annual Remediation Payment 2, and shall equal a total
potential maximum of $2,825,017,620 if all states are eligible. Each Settling
State’s share of Incentive Payment A in a given year, provided that Settling State
is eligible, shall equal the total maximum amount available for Incentive Payment
A for that year as reflected in Exhibit M-2 times the Settling State’s Overall
Allocation Percentage.
c. Eligibility for Incentive Payment A is as follows: A Settling State
is eligible for Incentive Payment A if, as of two (2) years of the Effective Date: (i)
there is a Bar in that State in full force and effect, (ii) there is a Settlement Class
Resolution in that State in full force and effect, (iii) the Released Claims of all of
the following entities are released through the execution of Subdivision
Settlement Participation Forms, or there is a Case-Specific Resolution against
such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts
with a K-12 student enrollment of at least 25,000 or .10% of a State's population,
whichever is greater, Hospital Districts that have at least one hundred twenty-five
22
(125) hospital beds in one or more hospitals rendering services in that district, and
Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has
achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar
against future litigation combined with full joinder by Litigating Subdivisions).
For the avoidance of doubt, subsection (iv) cannot be satisfied unless all
Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific
Resolution against any such Subdivisions that are not Participating Subdivisions.
Walgreens and the Enforcement Committee shall meet and confer in order to
agree on data sources for purposes of this Section prior to the Preliminary
Agreement Date.
d. A Settling State that is not eligible for Incentive Payment A as of
two (2) years after the Effective Date shall not be eligible for Incentive Payment
A for that Payment Year or any subsequent Payment Years.
e. Walgreens shall indicate before the Initial Participation Date
whether existing legislation in a Settling State is sufficient to qualify as a Bar.
f. If a Settling State is not eligible for Incentive Payment A as of the
Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A
as of Payment Date for Payment Year 3, it shall receive the payment that it would
have received for Incentive Payment A for Payment Year 2 (the “Incentive
Payment A Catch-up Payment”) beginning on the Payment Date for Payment
Year 3. If a Settling State is not eligible for Incentive Payment A as of the
Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A
as two (2) years after the Effective Date, it shall receive the payment that it would
have received for Incentive Payment A for Payment Years 2 and 3 (also an
“Incentive Payment A Catch-up Payment”) beginning on the Payment Date for
Payment Year 4. The Incentive A Catch-up Payment shall be reduced by any
amounts paid to the Settling State under Incentives Payments B or C prior to the
Settling State’s eligibility for Incentive Payment A. The Incentive Payment A
Catch-up Payment is subject to the Annual Maximum as set forth in Section
IV.B.2. In the event that the full amount of Incentive Payment A Catch-up
Payments is limited by the Annual Maximum, the process set forth in Section
IV.B.2 shall apply.
g. If Walgreens made a payment under Incentive Payment A solely
on the basis of a Bar or Settlement Class Resolution in a Settling State and that
Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded,
reversed, overruled, interpreted in a manner to limit the scope of the release, or
otherwise deprived of force or effect in any material respect, that Settling State
shall not be eligible for Incentive Payment A thereafter, unless the State
requalifies for Incentive Payment A through any method pursuant to Section
IV.H.4.b, in which case the Settling State shall be eligible for Incentive Payment
A less any litigation fees and costs incurred by Walgreens in the interim, except
that, if the re-imposition occurs after the completion of opening statements in a
23
trial involving a Released Claim, the Settling State shall not be eligible for
Incentive Payment A (unless this exception is waived by Walgreens).
5. Incentive Payment BC.
a. Incentive Payment BC shall be available to Settling States that do
not qualify for Incentive Payment A.
b. Incentive Payment BC shall be up to a maximum of fifty-six
percent (56%) of the Settling State’s State Allocation. Incentive Payment A will
be due to a Settling State as part of the Annual Remediation Payment over
fourteen (14) Payment Years, starting in Annual Remediation Payment 2. Subject
to Section IV.F, Incentive Payment BC shall equal a total potential maximum of
$2,681,372,654 if all states are eligible.
c. A Settling State may earn Incentive Payment BC in Annual
Remediation Payments 2 through 15 and may receive, when combined with the
Settling State’s Base Payment, a maximum of up to ninety-seven 97% of the
Settling State’s State Allocation. The maximum Incentive Payment BC for any
Settling State in a given Payment Year shall be the Incentive Payment BC for that
Payment Year specified in Exhibit M-2 times the Settling State’s Overall
Allocation Percentage specified in Exhibit F-2, provided such Settling State
becomes eligible for Incentive Payment BC by sixty (60) days before the Payment
Date for Payment Year 6.
d. The amount of Incentive Payment BC for which a Settling State is
eligible shall be determined based on the aggregate population of the Settling
State’s Incentive BC Subdivisions that are Participating Subdivisions or have had
their claims resolved through a Case-Specific Resolution, divided by the
aggregate population of all the Settling State’s Incentive BC Subdivisions. The
Settling State’s Incentive BC Subdivisions are (i) all Litigating Subdivisions
(including School Districts and Special Districts) and (ii) all Non-Litigating
Threshold Subdivisions (collectively, all Litigating Subdivisions and all Non-
Litigating Threshold Subdivisions are “Incentive BC Subdivisions”).
e. The percentage of the Settling State’s maximum Incentive
Payment BC for the Payment Year provided by Section IV.H.5.c to which the
Settling State is entitled shall be determined according to the table of Incentive
BC payment levels below:
24
Participation Percentage of Incentive BC
Eligible Subdivision Population
5
Incentive Payment BC Percentage
for the Relevant Payment Year
Less than 85% 0%
85% or more but less than 86% 3.57%
86% or more but less than 87% 8.93%
87% or more but less than 88% 14.29%
88% or more but less than 89% 19.64%
89% or more but less than 90% 25%
90% or more but less than 91% 30.36%
91% or more but less than 92% 35.71%
92% or more but less than 93% 41.07%
93% or more but less than 94% 46.43%
94% or more but less than 95% 51.79%
95% or more but less than 96% 60.71%
96% or more but less than 97% 68.75%
97% or more but less than 98% 76.79%
98% or more but less than 99% 84.82%
99% or more but less than 100% 92.86%
100% 100%
5
The “Participation Percentage of Incentive BC Eligible Subdivision Population” shall be determined by the
aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions, or have
had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of the Settling
State’s Incentive BC Subdivisions. In calculating the Settling State’s population that resides in Incentive BC
Subdivisions, the population of the Settling State’s Incentive BC Subdivisions shall be the sum of the population of
all Incentive BC Subdivisions in the Settling State, notwithstanding that persons may be included within the
population of more than one Incentive BC Subdivision. An individual Subdivision shall not be included more than
once in the numerator, and shall not be included more than once in the denominator, of the calculation regardless if
it (or any of its officials) is named as multiple plaintiffs in the same lawsuit; provided, however, that for the
avoidance of doubt, no Subdivision will be excluded from the numerator or denominator under this sentence unless
a Subdivision otherwise counted in the denominator has the authority to release the Claims (consistent with Section
XI) of the Subdivision to be excluded.
25
f. For Payment Years 2-5, the percentage of the available Incentive
Payment BC amount for which a Settling State is eligible will be based on the
Participation Percentage of Incentive BC Eligible Subdivision Population as of
sixty (60) days before the Payment Date. For Payment Years 6-15, the percentage
of the available Incentive Payment BC amount for which a Settling State is
eligible will be based on the Participation Percentage of Incentive BC Eligible
Subdivision Population as of sixty (60) days before the Payment Date for
Payment Year 6. If Incentive BC Eligible Subdivisions that have become
Participating Subdivisions, or achieved Case-Specific Resolution status,
collectively represent less than eighty-five percent (85%) of a Settling State’s
Incentive BC Eligible Subdivision population by sixty (60) days before the
Payment Date for Payment Year 6, the Settling State shall not receive any
Incentive Payment BC.
g. If there are no Incentive BC Eligible Subdivisions in a Settling
State, and that Settling State is otherwise eligible for Incentive Payment BC
because it is not eligible for Incentive Payment A, that Settling State will receive
its maximum Incentive Payment BC for that Annual Remediation Payment
provided by Section IV.H.5.c.
6. Incentive Payment D.
a. Incentive Payment D shall be available to Settling States that do
not qualify for Incentive Payment A.
b. Incentive Payment D shall be equal to up to a maximum of ten
percent (10%) of the Adjusted State Remediation Payment, with the actual
amount depending whether and the extent to which the criteria set forth below are
met in each Settling State. The maximum total for Incentive Payment D is
$478,816,550.
6
c. Incentive Payment D shall be paid starting at Payment Year 6 and
the amount of Incentive Payment D in Payment Years 6-15 will depend on (i) the
Settling State’s eligibility as set out in Section IV.H.6.d and (ii) the Participation
Percentage of Incentive BC Eligible Subdivision Population achieved by the
Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6.
d. A Settling State is eligible for Incentive Payment D if no Later
Litigating Subdivision (for purposes of Incentive Payment D, Later Litigating
Subdivisions are limited to (i) a Primary Subdivision; (ii) a school district with a
6
The Incentive Payment BC table specified in Section IV.H.5.f and Incentive Payment D table specified in Section
IV.H.6.e operate so that the combined amount of Incentive Payment BC and Incentive Payment D cannot exceed
fifty-nine percent (59%) of the Adjusted State Remediation Payment over the term of the Agreement. Walgreens
will have no obligation to pay more than $2,825,017,620 for the combined amounts of Incentive Payment BC and
Incentive Payment D minus any offsets for Non-Settling States specified in Section IV.F.
26
K-12 student enrollment of at least 25,000 or 0.10% of the State’s population,
whichever is greater; (iii) a health district or hospital district that has at least one
hundred twenty-five (125) hospital beds in one or more hospitals rendering
services in that district; and (iv) Primary Fire Districts) in that State has a lawsuit
against a Released Entity survive more than six (6) months after denial in whole
or in part of a Threshold Motion.
e. A Settling State’s eligibility for Incentive Payment D shall be
determined as of sixty (60) calendar days prior to the Payment Date (“Incentive
Payment D Look-Back Date”). If a Later Litigating Subdivision’s lawsuit in that
State survives more than six (6) months after denial in whole or in part a
Threshold Motion after that date, that State shall not be eligible for Incentive
Payment D for the Payment Year in which that occurs and any subsequent
Payment Year.
f. The Incentive Payment D for any Settling State eligible for
Incentive Payment D in Payment Years 6-15 shall be equal to between three
percent (3%) and ten percent (10%) of the of the State Remediation Payment
times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2.
The applicable percentage shall be determined based on the Participation
Percentage of Incentive BC Eligible Subdivision Population achieved by the
Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6
as shown in the table below:
Participation Percentage of Incentive
BC Eligible Subdivision Population as
of sixty (60) days prior to the Payment
Date for Payment Year 6
Each Eligible Settling State’s
Applicable Incentive Payment
D Percentage
Participation of less than 95%
10% of
State
Allocation
Participation of 95% but less than 96%
9% of
State
Allocation
Participation of 96% but less than 97%
8% of
State
Allocation
Participation of 97% but less than 98%
7% of
State
Allocation
Participation of 98% but less than 99%
6% of
State
Allocation
Participation of 99% but less than 100%
5
% of
State
Allocation
Participation of 100% 3% of State
Allocation
g. Incentive Payment D shall be paid in the installments of ten
percent (10%) per year. In the event that the full amount of Incentive D is limited
by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.
Prior to making the Annual Remediation Payment for Payment Years 6 through
15, the Settlement Fund Administrator shall determine a Settling State’s eligibility
for Incentive Payment D as of the Incentive Payment D Look-Back Date for that
Payment Year. Prior to the Incentive Payment D Look-Back Date for each
Payment Year, Walgreens may provide the Settlement Fund Administrator and
the Enforcement Committee with notice identifying any Settling State(s) it
27
believes do not qualify for Incentive Payment D and information supporting its
belief.
h. Notwithstanding Section IV.H.6.d and Section IV.H.6.e, a Settling
State can become re-eligible for Incentive Payment D if the lawsuit that survived
a Threshold Motion is dismissed pursuant to a later motion on grounds included
in the Threshold Motion, in which case the Settling State shall be eligible for
Incentive Payment D less any litigation fees and costs incurred by Walgreens in
the interim, except that if the dismissal motion occurs after the completion of
opening statements in such action, the Settling State shall not be eligible for
Incentive Payment D.
I. In no event shall any Settling State receive Base Payments and Incentive
Payments totaling more than one hundred percent (100%) of its respective Overall Allocation
Percentage specified in Exhibit F-2 times the State Remediation Payment.
J. State Specific Agreements. Notwithstanding any other provision of this
Agreement or any other agreement, in the event that: (1) Walgreens enters into an agreement
with any Eligible State that resolves with finality such State’s Claims consistent with Section XI
of this Agreement and such agreement has an effective date prior to the Effective Date of this
Agreement (such agreement, a State-Specific Agreement”) and (2) pursuant to the terms of the
State-Specific Agreement, any payments, or any portion thereof, made by the Walgreens
thereunder are made in lieu of any payments, or any portion thereof, to be made under this
Agreement and Walgreens makes such a payment pursuant to the State-Specific Agreement, then
Walgreens will reduce any payments allocable to such State (whether made to the Settlement
Fund Escrow or the Settlement Fund) made pursuant to this Agreement in proportion to the
Overall Allocation Percentage for such State.
K. Significant Financial Constraint.
1. Walgreens may suspend its payments if, as of thirty (30) calendar days preceding
an annual Payment Date, Walgreens’ credit rating from one or more of the three nationally
recognized rating agencies is below BBB- or Baa3, except if within the prior three (3) months it
repurchased any shares (other than those shares required to make the Company’s compensation
programs non-dilutive), funded new acquisitions with a purchase price greater than $250 million,
or paid a dividend. Walgreens shall not utilize this provision until after payment of the first two
Annual Remediation Payments.
2. The suspension shall last until thirty (30) days after Walgreens achieves a BBB-
or Baa3 or higher credit rating from all nationally recognized rating agencies that rate
Walgreens, at which point Walgreens shall make a payment equal to the lowest of the remaining
Total Available Amount or one-thirtieth (1/30
th
) of the Total Available Amount (the Post-
Suspension Payment”).
3. Annual Remediation Payments and Annual Fees Payments shall be made on the
schedule prescribed in Exhibit M-2 and Exhibit M-3 beginning in the Payment Year following
the Post-Suspension Payment (i.e., if the last payment made pre-suspension was the Annual
28
Remediation Payment 6, the Post-Suspension Payment would be made on schedule for Annual
Remediation Payment 7), but shall remain capped at one-thirtieth (1/30
th
) of the Total Available
Amount for two Payment Years until and unless Walgreens’ credit rating from all of the three
nationally recognized rating agencies that rate Walgreens increases to BBB or Baa2 (the
“Reduced Payment Termination Date”).
4. If Walgreens has reason to believe that it will not be able to the Annual
Remediation Payment or Annual Fees Payment for a Payment Year, it shall provide at least
ninety (90) calendar days’ prior written notice to the Settlement Fund Administrator and
Enforcement Committee (a Deferred Payment Notice”). Any Deferred Payment Notice shall
specify and include: (a) the gross amount of the payments owed, (b) the amount that Walgreens
believes it will be unable to pay, (c) the accounting and audited financial documents upon which
Walgreens relied for making this determination, and (d) any other relevant information for the
Enforcement Committee to consider.
5. Deferrals and payments made pursuant to Section IV.K.2-3 will apply
proportionally across Base Payments and Incentive Payments. For the avoidance of doubt, this
Section IV.K applies fully to Payment Years after the first two (2) Annual Remediation Payment
Dates, including the Base Payments and all Incentive Payments due pursuant to this Agreement
during the Payment Year at issue.
6. Walgreens shall pay any amounts deferred due to suspension or reduced Post-
Suspension Payments, including applicable interest, or before the Payment Date for Payment
Year 15.
7. If Walgreens defers some or all of the payments due in a Payment Year pursuant
to this Section IV.K, it shall not repurchase any shares (other than those shares required to make
the Company’s compensation programs non-dilutive), or fund new acquisitions with a purchase
price greater than $250 million during the deferral period or until the deferred amount is fully
repaid with interest.
8. Any payments deferred under this Section IV.K shall bear interest at a 7% per
annum.
9. In the event that Walgreens suspends and/or defers Annual Payments pursuant to
Section IV.K.1-2, Walgreens shall repay the suspended and/or deferred payments as follows:
a. If Walgreens suspends payments for up to one year, it shall repay
the suspended and/or deferred payments within three Payment Years after the
Reduced Payment Termination Date. For each of those three Payment Years,
Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment,
if applicable, plus the sum of (1) the amount of payments suspended pursuant to
Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to
Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by three or
the remaining number of Payment Years, whichever is smaller.
29
b. If Walgreens suspends payments for longer than one year and up to
three years, it shall repay the suspended and/or deferred payments within six
Payment Years after the Reduced Payment Termination Date. For each of those
six Payment Years, Walgreens shall pay its Annual Remediation Payment and
Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments
suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to
deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8,
divided by six or the remaining number of Payment Years, whichever is smaller.
c. If Walgreens suspends payments for longer than three years, it
shall repay the suspended and/or deferred payments by no later than the Payment
Date for Payment Year 15. For each of the remaining Payment Years, Walgreens
shall pay its Annual Remediation Payment and Annual Fee Payment, if
applicable, plus the sum of (1) the amount of payments suspended pursuant to
Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to
Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by the
number of remaining Payment Years.
L. New York Prior Settlement Credit. Walgreens shall not be required to pay into the
Settlement Fund 15.31% of New York’s State Allocation as otherwise calculated pursuant to this
Section IV as a credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York
State. For the avoidance of doubt, this credit shall solely reduce the amount New York State and
its Subdivisions would otherwise have received under this Agreement, and it shall not affect the
amount received by any other Settling State or their Subdivisions.
V. Allocation and Use of Settlement Payments
A. Components of Settlement Fund. The Settlement Fund shall be funded by the
Annual Remediation Payments and comprised of a Remediation Accounts Fund, a State Fund,
and a Subdivision Fund for each Settling State. The payments made under Section IV into the
Settlement Fund shall be initially allocated among those three (3) sub-funds and distributed and
used as provided below. Payments placed into the Settlement Fund do not revert back to
Walgreens.
B. Use of Settlement Payments.
1. It is the intent of the Parties that the payments disbursed from the Settlement Fund
to Settling States and Participating Subdivisions be for Opioid Remediation, subject to
exceptions that must be documented in accordance with Section V.B.2. In no event may less than
ninety-five (95%) of Walgreens’ maximum amount of payments pursuant to Section IV as set
forth on Exhibit M-2 over the entirety of all Payments Years (but not any single Payment Year)
be spent on Opioid Remediation.
2. While disfavored by the Parties, a Settling State or a Participating Subdivision set
forth on Exhibit G may use monies from the Settlement Fund (that have not been restricted by
this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid
Remediation. If, at any time, a Settling State or a Participating Subdivision set forth on Exhibit G
30
uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid
Remediation, such Settling State or Participating Subdivision set forth on Exhibit G shall identify
such amounts and report to the Settlement Fund Administrator and Walgreens how such funds
were used, including if used to pay attorneys' fees, investigation costs, litigation costs, or costs
related to the operation and enforcement of this Agreement, respectively. It is the intent of the
Parties that the reporting under this Section V.B.2 shall be available to the public. For the
avoidance of doubt, (a) any amounts not identified under this Section V.B.2 as used to pay
attorneys' fees, investigation costs, or litigation costs by December 15 each year shall be
included in the Compensatory Restitution Amount for purposes of Section V.F and (b)
Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement
Fund for purposes that qualify as Opioid Remediation.
C. Allocation of Settlement Fund. The allocation of the Settlement Fund allows for
different approaches to be taken in different states, such as through a State-Subdivision
Agreement. Given the uniqueness of States and their Subdivisions, Settling States and their
Subdivisions are encouraged to enter into State-Subdivision Agreements in order to direct the
allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund
Administrator will make an initial allocation to three (3) state-level sub-funds. The Settlement
Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the
terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust,
Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the
funds.
1. Base Payments. The Settlement Fund Administrator will allocate Base Payments
under Section IV.G among the Settling States pursuant to Section IV.G.2. Base payments for
each Settling State will then be allocated fifteen percent (15%) to its State Fund, seventy percent
(70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund.
Amounts may be reallocated and will be distributed as provided in Section V.D.
2. Incentive Payments. The Settlement Fund Administrator will treat Incentive
Payments under Section IV.H on a State-specific basis. Incentive Payments for which a Settling
State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund,
seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its
Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.
3. Application of Adjustments. If a suspension, offset or reduction under Section XI
or Section XII applies with respect to a Settling State, the suspension, offset or reduction shall be
applied proportionally to all amounts that would otherwise be apportioned and distributed to the
State Fund, the Remediation Accounts Fund, and the Subdivision Fund for that State.
4. Settlement Fund Administrator. Prior to the Initial Participation Date, Walgreens
and the Enforcement Committee will agree to a detailed mechanism consistent with the
foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and
distributing payments, which shall then be appended hereto as Exhibit L.
5. Settlement Fund Administrator Costs. Any costs and fees associated with or
arising out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be
31
paid from the interest accrued in the Settlement Fund Escrow and the Settlement Fund; provided,
however, that if such accrued interest is insufficient to pay the entirety of any such costs and
fees, Walgreens shall pay fifty percent (50%) of the additional amount and fifty percent (50%)
shall be paid out of the Settlement Fund.
D. Settlement Fund Reallocation and Distribution. As set forth below, within a
particular Settling State's account, amounts contained in the Settlement Fund sub-funds may be
reallocated and distributed per a State-Subdivision Agreement or other means. If the
apportionment of amounts is not addressed and controlled under Section V.D.1 and Section
V.D.2, then the default provisions of Section V.D.4 apply. It is not necessary that a State-
Subdivision Agreement or other means of allocating funds pursuant to Section V.D.1 and
Section V.D.2 address all of the Settlement Fund sub-funds. For example, a Statutory Trust
might only address disbursements from a Settling State’s Remediation Accounts Fund.
1. Distribution by State-Subdivision Agreement. If a Settling State has a State-
Subdivision Agreement, amounts apportioned to that State's State Fund, Remediation Accounts
Fund, and Subdivision Fund under Section V.C shall be reallocated and distributed as provided
by that agreement. Any State Subdivision Agreement entered into after the Preliminary
Agreement Date shall be applied only if it requires: (a) that all amounts be used for Opioid
Remediation, except as allowed by Section V.B.2, and (b) that at least seventy percent (70%) of
amounts be used solely for future Opioid Remediation.
7
For a State-Subdivision Agreement to
be applied to the relevant portion of an Annual Payment, notice must be provided to Walgreens
and the Settlement Fund Administrator at least sixty (60) calendar days prior to the Payment
Date.
2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute
and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such
State's State Fund, Remediation Accounts Fund, and/or Subdivision Fund and that, to the extent
any or all such sub-funds are addressed, requires (1) all amounts to be used for Opioid
Remediation, except as allowed by Section V.B.2
8
, and (2) at least seventy percent (70%) of all
amounts to be used solely for future Opioid Remediation then, to the extent allocation or
distribution is addressed, the amounts apportioned to that State's State Fund, Remediation
Accounts Fund, and Subdivision Fund under Section V.C shall be allocated and distributed as
addressed and provided by the applicable Allocation Statute or Statutory Trust. For the
avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) sub-
funds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory
Trust does not address distribution of all or some of these three (3) sub-funds, the applicable
Allocation Statute or Statutory Trust does not replace the default provisions described in Section
V of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that
meets the requirements of this Section V.D.2 only addresses funds restricted to remediation, then
the default provisions of this Agreement concerning allocation among the three (3) sub-funds
comprising the Settlement Fund and the distribution of the State Fund and Subdivision Fund for
7
Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to
make a required reimbursement in connection with the past care and treatment of a person related to the Alleged
Harms
32
that State would still apply, while the distribution of the applicable State's Remediation Accounts
Fund would be governed by the qualifying Allocation Statute or Statutory Trust.
3. Voluntary Redistribution. A Settling State may choose to reallocate all or a
portion of its State Fund to its Remediation Accounts Fund. A Participating Subdivision included
on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision Fund
to the State's Remediation Accounts Fund or to another Participating Subdivision. The
Settlement Fund Administrator is not required to honor a voluntary redistribution for which
notice is provided to it less than sixty (60) calendar days prior to the applicable Payment Date.
4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute,
or Statutory Trust. If Section V.D.1 and Section V.D.2 do not apply, amounts apportioned to that
State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall
be distributed as follows:
a. Amounts apportioned to that State’s State Fund shall be distributed
to that State.
b. Amounts apportioned to that State’s Remediation Accounts Fund
shall be distributed consistent with Section V.E. Each Settling State shall submit
to the Settlement Fund Administrator a designation of a lead state agency or other
entity to serve as the single point of contact for that Settling State’s funding
requests from the Remediation Accounts Fund and other communications with the
Settlement Fund Administrator. The designation of an individual entity is for
administrative purposes only and such designation shall not limit funding to such
entity or even require that such entity receive funds from this Agreement. The
designated entity shall be the only entity authorized to request funds from the
Settlement Fund Administrator to be disbursed from that Settling State’s
Remediation Accounts Fund. If a Settling State has established a Statutory Trust
then that Settling State’s single point of contact may direct the Settlement Fund
Administrator to release the State’s Remediation Accounts Fund to the Statutory
Trust.
c. Amounts apportioned to that State’s Subdivision Fund shall be
distributed to Participating Subdivisions in that State included on Exhibit G per
the Subdivision Allocation Percentage listed in Exhibit G. Section VII.I shall
govern amounts that would otherwise be distributed to Non-Participating
Subdivisions listed in Exhibit G. For the avoidance of doubt and notwithstanding
any other provision in this Agreement, no Non-Participating Subdivision will
receive any amount from the Settlement Fund, regardless of whether such
Subdivision is included on Exhibit G.
d. Special Districts shall not be allocated funds from the Subdivision
Fund, except through a voluntary redistribution allowed by Section V.D.3 to
Special Districts that are Participating Subdivisions. A Settling State may allocate
funds from its State Fund or Remediation Accounts Fund for Special Districts that
are Participating Subdivisions.
33
5. Restrictions on Distribution. No amounts may be distributed from the Subdivision
Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non-Participating
Subdivisions or to Later Participating Subdivisions to the extent such a distribution would violate
Section VII.E through Section VII.H. Amounts allocated to the Subdivision Fund that cannot be
distributed by virtue of the preceding sentence shall be distributed into the sub-account in the
Remediation Accounts Fund for the Settling State in which the Subdivision is located, unless
those payments are redirected elsewhere by a State-Subdivision Agreement described in Section
V.D.1 or by an Allocation Statute or a Statutory Trust described in Section V.D.2.
E. Provisions Regarding the Remediation Accounts Fund.
1. State-Subdivision Agreement, Allocation Statute, and Statutory Trust Fund
Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern
the operation and use of amounts in that State's Remediation Accounts Fund so long as it
complies with the requirements of Section V.D.1 or Section V.D.2, as applicable, and all direct
payments to Subdivisions comply with Section VII.E through Section VII.H.
2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust.
In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that
addresses distribution, the Remediation Accounts Fund will be used solely for future Opioid
Remediation
9
and the following shall apply with respect to a Settling State:
a. Regional Remediation.
(i) At least fifty percent (50%) of distributions for remediation
from a State's Remediation Accounts Fund shall be annually allocated and
tracked to the regional level. A Settling State may allow the Advisory
Committee established pursuant to Section V.E.2.c to define its regions
and assign regional allocations percentages. Otherwise, the State shall (A)
define its initial regions, which shall consist of one (1) or more General
Purpose Subdivisions and which shall be designated by the state agency
with primary responsibility for substance abuse disorder services
employing, to the maximum extent practical, existing regions established
in that State for opioid abuse treatment or other public health purposes;
(B) assign initial regional allocation percentages to the regions based on
the Subdivision Allocation Percentages in Exhibit G and an assumption
that all Subdivisions included on Exhibit G will become Participating
Subdivisions.
(ii) This minimum regional expenditure percentage is
calculated on the Settling State's initial Remediation Accounts Fund
allocation and does not include any additional amounts a Settling State has
directed to its Remediation Accounts Fund from its State Fund, or any
other amounts directed to the fund. A Settling State may dedicate more
than fifty percent (50%) of its Remediation Accounts Fund to the regional
expenditure and may annually adjust the percentage of its Remediation
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Accounts Fund dedicated to regional expenditures as long as the
percentage remains above the minimum amount.
(iii) The Settling State (A) has the authority to adjust the
definition of the regions, and (B) may annually revise the percentages
allocated to each region to reflect the number of General Purpose
Subdivisions in each region that are Non-Participating Subdivisions.
b. Subdivision Block Grants. Certain Subdivisions shall be eligible to
receive regional allocation funds in the form of a block grant for future Opioid
Remediation. A Participating Subdivision eligible for block grants is a county or
parish (or in the case of States that do not have counties or parishes that function
as political subdivisions, a city) that (1) does not contain a Litigating Subdivision
or a Later Litigating Subdivision for which it has the authority to end the litigation
through a release, bar or other action, (2) either (i) has a population of 400,000 or
more or (ii) in the case of California has a population of 750,000 or more and (3)
has funded or otherwise managed an established health care or treatment
infrastructure (e.g., health department or similar agency). Each Subdivision
eligible to receive block grants shall be assigned its own region.
c. Small States. Notwithstanding the provisions of Section V.E.2.a,
Settling States with populations under four (4) million that do not have existing
regions described in Section V.E.2.a shall not be required to establish regions.
However, such a Settling State that contains one (1) or more Subdivisions eligible
for block grants under Section V.E.2.b shall be divided regionally so that each
block-grant eligible Subdivision is a region and the remainder of the state is a
region.
d. Advisory Committee. The Settling State shall designate an Opioid
Settlement Remediation Advisory Committee (the "Advisory Committee") to
provide input and recommendations regarding remediation spending from that
Settling State's Remediation Accounts Fund. A Settling State may elect to use an
existing advisory committee or similar entity (created outside of a State-
Subdivision Agreement or Allocation Statute); provided, however, the Advisory
Committee or similar entity shall meet the following requirements:
(i) Written guidelines that establish the formation and
composition of the Advisory Committee, terms of service for members,
contingency for removal or resignation of members, a schedule of
meetings, and any other administrative details;
(ii) Composition that includes at least an equal number of local
representatives as state representatives;
(iii) A process for receiving input from Subdivisions and other
communities regarding how the opioid crisis is affecting their
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communities, their remediation needs, and proposals for remediation
strategies and responses; and
(iv) A process by which Advisory Committee recommendations
for expenditures for Opioid Remediation will be made to and considered
by the appropriate state agencies.
3. Remediation Accounts Fund Reporting. The Settlement Fund Administrator shall
track and assist in the report of remediation disbursements as agreed to among the Walgreens
and the Enforcement Committee
F. Nature of Payment. Each of the Settling States, the Participating Subdivisions
and Walgreens acknowledges, agrees and understands that, notwithstanding anything to the
contrary in this Agreement, for purposes of Section 162(f) of the Internal Revenue Code, the
Compensatory Restitution Amount paid by Walgreens (up to $4,788,165,456 to be paid out over
fifteen (15) years) constitutes restitution or remediation, as defined in Treasury Regulation §
1.162-21(e)(4), for damage or harm allegedly caused by the potential violation of a law and is an
amount paid for the purpose of remediating the damage or harm allegedly caused, including to
restore the affected persons, Settling States and Participating Subdivisions to the same or
substantially similar position or condition as existed prior to such damage or harm allegedly
caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees,
tate AG Fees and Costs, and Additional Remediation Amount (up to $734,363,310) represent
reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, or any other
person or entity for the fees and costs of any investigation or litigation, that no portion of the
Compensatory Restitution Amount represents reimbursement to Plaintiffs or any other person or
entity for the fees and costs of any investigation or litigation, and no portion of the
Compensatory Restitution Amount represents or should properly be characterized as the payment
of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand
that Walgreens intends to allocate the cost of the Annual Remediation Payments among the
Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and
Participating Subdivisions shall complete and file Form 1098-F with the Internal Revenue
Service on or before February 28 (March 31 if filed electronically) of the year following the
calendar year in which the order entering this Agreement becomes binding. The Form 1098-F
shall identify the entire Adjusted State Remediation Payment except as reported pursuant to
Section V.B.2 as of December 31, 2023, as remediation/restitution amounts, and Releasors shall
furnish Copy B of such Form 1098-F to Walgreens on or before January 31 of the year following
the calendar year in which the order entering this Agreement becomes binding. Walgreens makes
no warranty or representation to Releasors as to the tax consequences of the Compensatory
Restitution Amount, Adjusted State Remediation Payment, the Private Attorneys Fees, or State
AG Fees and Costs or any portion thereof. Further, Releasors specifically acknowledge that no
portion of the Compensatory Restitution Amount shall be used for general enforcement efforts or
other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C).
VI. Enforcement
A. Enforceability. This Agreement is enforceable only by the Settling States and
Walgreens; provided, however, that Released Entities may enforce Section X and Participating
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Subdivisions listed on Exhibit G have the enforcement rights described in Section VI.D. Except
to the extent allowed by the Injunctive Relief Terms, Settling States and Participating
Subdivisions shall not have enforcement rights against Walgreens with respect to either the terms
of this Agreement that apply only to or in other States or any Consent Judgment entered into by
another Settling State. Participating Subdivisions shall not have enforcement rights against
Walgreens with respect to this Agreement or any Consent Judgment except that Participating
Subdivisions listed on Exhibit G shall have enforcement rights as set forth herein as to payments
that would be allocated to the Subdivision Fund or Remediation Accounts Fund pursuant to
Section V; provided, however, that each Settling State shall allow Participating Subdivisions in
such Settling State to notify it of any perceived violations of this Agreement or the applicable
Consent Judgment.
B. Jurisdiction. Walgreens consents to the jurisdiction of the court in which each
Settling State files its Consent Judgment, limited to resolution of disputes identified in Section
VI.F.1 for resolution in that court.
C. Specific Terms Dispute Resolution.
1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief
Terms shall be resolved as provided therein.
2. In the event that Walgreens believes that the ninety-five percent (95%) threshold
established in Section V.B.1 is not being satisfied, any Party may request that Walgreens and
the Enforcement Committee meet and confer regarding the use of funds to implement Section
V.B.1. The completion of such meet-and-confer process is a precondition to further action
regarding any such dispute. Further action concerning Section V.B.1 shall: (i) be limited to
Walgreens seeking to reduce their Annual Remediation Payments by no more than five percent
(5%) of the difference between the actual amount of Opioid Remediation and the ninety-five
percent (95%) threshold established in Section V.B.1; (ii) only reduce Annual Remediation
Payments to those Settling States and their Participating Subdivision(s) that are below the
ninety-five percent (95%) threshold established in Section V.B.1; and (iii) not reduce Annual
Remediation Payments restricted to future Opioid Remediation.
D. State-Subdivision Enforcement.
1. A Subdivision shall not have enforcement rights against a Settling State in which
it is located with respect to this Agreement or any Consent Judgment except that a Participating
Subdivision listed on Exhibit G shall have enforcement rights (a) as provided for in a State-
Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate
allocation or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or
Statutory Trust, to allegations that (i) the Settling State's use of Remediation Accounts Fund
monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or
(ii) a Settling State failed to pay funds directly from the Remediation Accounts Fund to a
Participating Subdivision eligible to receive a block grant pursuant to Section V.E.2.b.
2. A Settling State shall have enforcement rights against a Participating Subdivision
located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation Statute,
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or Statutory Trust; or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or
Statutory Trust, to allegations that the Participating Subdivisions' uses of Remediation Accounts
Fund monies were not used for purposes similar to or in the nature of those uses contained in
Exhibit E.
3. As between the Settling States and Participating Subdivisions, the above rights are
contractual in nature and nothing herein is intended to limit, restrict, change or alter any other
existing rights under law.
E. Subdivision Walgreens Payment Enforcement. A Participating Subdivision listed
on Exhibit G shall have the same right as a Settling State to seek resolution regarding the failure
by Walgreens to make its Annual Remediation Payment in a Payment Year.
F. Other Terms Regarding Dispute Resolution.
1. Except to the extent provided by Section VI.C or Section VI.F.2, all disputes shall
be resolved in either the court that entered the relevant Consent Judgment or, if no such Consent
Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of
the relevant state government is located.
a. State court proceedings shall be governed by the rules and
procedures of the relevant forum.
b. For the avoidance of doubt, disputes to be resolved in state court
include, but are not limited to, the following:
(i) disputes concerning whether expenditures qualify as Opioid
Remediation;
(ii) disputes between a Settling State and its Participating
Subdivisions as provided by Section VI.D, except to the extent the State-
Subdivision Agreement provides for other dispute resolution mechanisms.
For the avoidance of doubt, disputes between a Settling State and any
Participating Subdivision shall not be considered National Disputes;
(iii) whether this Agreement and relevant Consent Judgment are
binding under state law;
(iv) the extent of the Attorney General’s or other participating
entity’s authority under state law, including the extent of the authority to
release claims; and
(v) whether the definition of a Bar, a Case-Specific Resolution,
Final Order, lead state agency as described in Section V.D.4.b, Later
Litigating Subdivision, Litigating Subdivision, or Threshold Motion have
been met; and
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(vi) all other disputes not specifically identified in Section VI.C
or Section VI.F.2.
c. Any Party may request that the National Arbitration Panel provide
an interpretation of any provision of the settlement that is relevant to the state
court determination, and the National Arbitration Panel shall make reasonable
best efforts to supply such interpretation within the earlier of thirty (30) calendar
days or the time period required by the state court proceedings. Any Party may
submit that interpretation to the state court to the extent permitted by, and for such
weight provided by, the state court’s rules and procedures. If requested by a Party,
the National Arbitration Panel shall request that its interpretation be accepted in
the form of an amicus curiae brief, and any attorneys’ fees and costs for preparing
any such filing shall be paid for by the requesting Party.
2. National Disputes involving a Settling State, a Participating Subdivision that has
enforcement rights pursuant to Section VI.A, and/or Walgreens shall be resolved by the National
Arbitration Panel.
a. National Disputes are disputes that are not addressed by Section
VI.C, and which are exceptions to Section VI.F.1’s presumption of resolution in
state courts because they involve issues of interpretation of terms contained in this
Agreement applicable to all Settling States without reference to a particular
State’s law. Disputes between a Settling State and any Participating Subdivision
shall not be considered National Disputes. National Disputes are limited to the
following:
(i) the amount of offset and/or credit attributable to Non-
Settling States;
(ii) issues involving the scope and definition of Product;
(iii) interpretation and application of the terms “Covered
Conduct,” “Released Entities,” and “Released Claims”;
(iv) the failure by Walgreens to pay the Annual Remediation
Payment or the Additional Restitution Amount in a Payment Year, but for
the avoidance of doubt, disputes between Walgreens and a Settling State
over the amounts owed only to that state that do not affect any other
Settling State shall not be considered National Disputes;
(v) the interpretation and application of the significant
financial constraint provision in Section IV.K, including, without
limitation, eligibility for and amount of deferrals for any given year, time
for repayment, and compliance with restrictions during deferral term;
(vi) the interpretation and application of any most-favored-
nation provision in Section XIII.E;
39
(vii) questions regarding the performance and/or removal of the
Settlement Fund Administrator;
(viii) disputes involving liability of successor entities;
(ix) disputes that require a determination of the sufficiency of
participation in order to qualify for Incentive Payments A, BC or D;
(x) disputes involving a Releasor’s compliance with, and the
appropriate remedy under, Section X.B.4.c;
(xi) disputes requiring the interpretation of Agreement terms
that are national in scope or impact, which shall mean disputes requiring
the interpretation of Agreement terms that (i) concretely affect four (4) or
more Settling States; and (ii) do not turn on unique definitions and
interpretations under state law; and
(xii) any dispute subject to resolution under Section VI.F.1 but
for which all parties to the dispute agree to arbitration before the National
Arbitration Panel under the provisions of this Section VI.F.2.
b. The National Arbitration Panel shall be comprised of three (3)
arbitrators. One (1) arbitrator shall be chosen by Walgreens, one (1) arbitrator
shall be chosen by the Enforcement Committee with due input from Participating
Subdivisions listed on Exhibit G, and the third arbitrator shall be agreed upon by
the first two (2) arbitrators. The membership of the National Arbitration Panel is
intended to remain constant throughout the term of this Agreement, but in the
event that replacements are required, the retiring arbitrator shall be replaced by
the party that selected him/her.
c. The National Arbitration Panel shall make reasonable best efforts
to decide all matters within one hundred eighty (180) calendar days of filing, and
in no event shall it take longer than one (1) year.
d. The National Arbitration Panel shall conduct all proceedings in a
reasonably streamlined process consistent with an opportunity for the parties to be
heard. Issues shall be resolved without the need for live witnesses where feasible
and with a presumption in favor of remote participation to minimize the burdens
on the parties.
e. To the extent allowed under state law, a Settling State, a
Participating Subdivision that has enforcement rights pursuant to Section VI.A,
and (at any party’s request) the National Arbitration Panel may certify to an
appropriate state court any question of state law. The National Arbitration Panel
shall be bound by a final state court determination of such a certified question.
The time period for the arbitration shall be tolled during the course of the
certification process.
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f. The arbitrators will give due deference to any authoritative
interpretation of state law, including any declaratory judgment or similar relief
obtained by a Settling State, a Participating Subdivision that has enforcement
rights pursuant to Section VI.A, or Walgreens on a state law issue.
g. The decisions of the National Arbitration Panel shall be binding on
Settling States, Participating Subdivisions, Walgreens, and the Settlement Fund
Administrator. In any proceeding before the National Arbitration Panel involving
a dispute between a Settling State and Walgreens whose resolution could
prejudice the rights of a Participating Subdivision(s) in that Settling State, such
Participating Subdivision(s) shall be allowed to file a statement of view in the
proceeding.
h. Nothing herein shall be construed so as to limit or otherwise
restrict a State from seeking injunctive or other equitable relief in state court to
protect the health, safety, or welfare of its citizens.
i. Each party shall bear its own costs in any arbitration or court
proceeding arising under this Section VI. The costs for the arbitrators on the
National Arbitration Panel shall be divided and paid equally by the disputing sides
for each individual dispute, e.g., a dispute between Walgreens and Settling
States/Participating Subdivisions shall be split fifty percent (50%) by Walgreens
and fifty percent (50%) by the Settling States/Participating Subdivisions that are
parties to the dispute; a dispute between a Settling State and a Participating
Subdivision shall be split fifty percent (50%) by the Settling State that is party to
the dispute and fifty percent (50%) by any Participating Subdivisions that are
parties to the dispute.
3. Prior to initiating an action to enforce pursuant to this Section VI.F, the
complaining party must:
a. Provide written notice to the Enforcement Committee and/or
Walgreens of its complaint, including the provision of the Consent Judgment
and/or Agreement that the practice appears to violate, as well as the basis for its
interpretation of the disputed provision. The Enforcement Committee shall
establish a reasonable process and timeline for obtaining additional information
from the involved parties; provided, however, that the date the Enforcement
Committee establishes for obtaining additional information from the parties shall
not be more than forty-five (45) calendar days following the notice. The
Enforcement Committee may advise the involved parties of its views on the
complaint and/or seek to resolve the complaint informally.
b. Wait to commence any enforcement action until thirty (30)
calendar days after the date that the Enforcement Committee establishes for
obtaining additional information from the involved parties.
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4. If the parties to a dispute cannot agree on the proper forum for resolution of the
dispute under the provisions of Section VI.F.1 or Section VI.F.2, a committee comprising the
Enforcement Committee and sufficient representatives of Walgreens such that the members of
the Enforcement Committee have a majority of one (1) member will determine the forum where
the dispute will be initiated within twenty-eight (28) calendar days of receiving notification of
the dispute relating to the proper forum. The forum identified by such committee shall be the
sole forum for litigating the issue of which forum will hear the substantive dispute, and the
committee’s identification of such forum in the first instance shall not be entitled to deference by
the forum selected.
5. To the extent allowed by applicable law, this Settlement Agreement shall not be
deemed to create a lien or encumbrance against any real property owned by Walgreens or its
affiliates, unless in the event of a default or breach of the payment provisions by Walgreens.
Nothing in this Section VI.F.5 shall be construed to limit any remedy of any Settling State or
Participating Subdivision in the event of a default or breach of this Agreement by Walgreens.
G. No Effect. Nothing in this Agreement shall be interpreted to limit the Settling
States’ Civil Investigative Demand ("CID") or investigative subpoena authority, to the extent
such authority exists under applicable state law and the CID or investigative subpoena is issued
pursuant to such authority, and Walgreens reserve all of its rights in connection with a CID or
investigative subpoena issued pursuant to such authority.
VII. Participation by Subdivisions
A. Notice. Prior to the State Participation Date, the Parties shall agree on a vendor to
serve as the Implementation Administrator and provide notice pursuant to this Section VII.A.
No later than fifteen (15) calendar days after the Preliminary Agreement Date, the
Implementation Administrator shall send individual written notice (which may be delivered via
e-mail or other electronic means) of the opportunity to participate in this Agreement and the
requirements of participation to all Subdivisions in the Settling States that are (1) Litigating
Subdivisions or (2) Non-Litigating Subdivisions listed on Exhibit G. To the extent a Special
District is entitled to an allocation for a direct payment through its inclusion in Exhibit G
pursuant to a State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary
redistribution, the Implementation Administrator, with the cooperation of the Settling States shall
also send individual written notice (which may be delivered via e-mail or other electronic means)
of the opportunity to participate in this Agreement and the requirements of participation to such
Special Districts. Unless otherwise agreed by the Parties, the version of Exhibit G used for
notice shall be the one in place as of the State Participation Date. Notice (which may be
delivered via e-mail or other electronic means) shall also be provided simultaneously to counsel
of record for Litigating Subdivisions and known counsel for Non-Litigating Subdivisions and
Special Districts listed on Exhibit G. Up to $1,500,000 of the costs of the Implementation
Administrator shall be paid for by Walgreens. The Settling States, with the cooperation of
Walgreens, may also provide general notice reasonably calculated to alert Non-Litigating
Subdivisions in the Settling States to this Agreement, the opportunity to participate in it, and the
requirements for participation. Such notice may include publication and other standard forms of
notification, as well as notice to state and county organizations such as the National Association
of Counties and the National League of Cities. The notice will include that the deadline for
42
becoming an Initial Participating Subdivision is the Initial Participation Date. Nothing contained
herein shall preclude a Settling State from providing further notice to or otherwise contacting any
of its Subdivisions about becoming a Participating Subdivision, including beginning any of the
activities described in this paragraph prior to the Preliminary Agreement Date.
B. Requirements for Becoming a Participating Subdivision—Non-Litigating
Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating
Subdivision by returning an executed Subdivision Settlement Participation Form to the
Implementation Administrator or Settlement Fund Administrator (which may be executed and
returned by electronic means established by the Implementation Administrator or Settlement
Fund Administrator) specifying (1) that the Subdivision agrees to the terms of this Agreement
pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all
Released Entities, (3) that the Subdivision agrees to use monies it receives, if any, from the
Settlement Fund pursuant to the applicable requirements of Section V; provided, however, that
Non-Litigating Subdivisions may only use monies originating from the Settlement Fund for
purposes that qualify as Opioid Remediation, and (4) that the Subdivision submits to the
jurisdiction of the court where the applicable Consent Judgment is filed for purposes limited to
that court's role under this Agreement. The required Subdivision Settlement Participation Form is
attached as Exhibit K.
C. Requirements for Becoming a Participating Subdivision—Litigating
Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating
Subdivision in a Settling State may become a Participating Subdivision by returning an executed
Subdivision Settlement Participation Form to the Implementation Administrator Settlement Fund
Administrator (which may be executed and returned by electronic means established by the
Implementation Administrator or Settlement Fund Administrator) and upon prompt dismissal
with prejudice of its lawsuit. A Settling State may require each Litigating Subdivision in that
State to specify on the Subdivision Settlement Participation Form whether its counsel has waived
any contingency fee contract with that Participating Subdivision and whether, if eligible, it
intends to seek fees pursuant to Exhibit R. The Settlement Fund Administrator shall provide
quarterly reports of this information to the parties organized by Settling State. A Litigating
Subdivision or Later Litigating Subdivision may not become a Participating Subdivision after the
completion of opening statements in a trial of the lawsuit it brought that includes a Released
Claim against a Released Entity.
D. Initial Participating Subdivisions. A Subdivision qualifies as an Initial
Participating Subdivision if it meets the applicable requirements for becoming a Participating
Subdivision set forth in Section VII.B or Section VII.C by the Initial Participation Date. All
Subdivision Settlement Participation Forms shall be held in escrow by the Implementation
Administrator until the Reference Date.
E. Later Participating Subdivisions. A Subdivision that is not an Initial Participating
Subdivision may become a Later Participating Subdivision by meeting the applicable
requirements for becoming a Participating Subdivision set forth in Section VII.B or Section
VII.C after the Initial Participation Date and by agreeing to be subject to the terms of a State-
Subdivision Agreement (if any) or any other structure adopted or applicable pursuant to Section
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V.D or Section V.E. The following provisions govern what a Later Participating Subdivision can
receive (but do not apply to Initial Participating Subdivisions):
1. A Later Participating Subdivision shall not receive any share of any Annual
Remediation Payment due before it became a Participating Subdivision.
2. A Later Participating Subdivision that becomes a Participating Subdivision after
November 30, 2023 shall receive seventy-five percent (75%) of the share of future Base
Payments or Incentive Payments that it would have received had it become a Later Participating
Subdivision prior to that date (unless the Later Participating Subdivision is subject to Section
VII.E.3 or Section VII.E.4).
3. A Later Participating Subdivision that, after the Initial Participation Date,
maintains a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered
against it on every such Claim before it became a Participating Subdivision (other than a
consensual dismissal with prejudice) shall receive fifty percent (50%) of the share of future Base
Payments or Incentive Payments that it would have received had it become a Later Participating
Subdivision prior to such judgment; provided, however, that if the Subdivision appeals the
judgment and the judgment is affirmed with finality before the Subdivision becomes a
Participating Subdivision, the Subdivision shall not receive any share of any Base Payment or
Incentive Payments.
4. A Later Participating Subdivision that becomes a Participating Subdivision while
a Bar or Case-Specific Resolution involving a different Subdivision exists in its State shall
receive twenty-five percent (25%) of the share of future Base Payments or Incentive Payments
that it would have received had it become a Later Participating Subdivision without such Bar or
Case-Specific Resolution.
F. No Increase in Payments. Amounts to be received by Later Participating
Subdivisions shall not increase the payments due from Walgreens.
G. Ineligible Subdivisions. Prior Litigating Subdivisions whose claims have already
been resolved and Subdivisions in Non-Settling States are not eligible to be Participating
Subdivisions.
H. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly
receive any portion of any Annual Remediation Payment, including from the State Fund and
direct distributions from the Remediation Accounts Fund; however, a Settling State may choose
to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions.
I. Unpaid Allocations to Later Participating Subdivisions and Non-Participating
Subdivisions. Any Base Payment and Incentive Payments allocated pursuant to Section V.D to a
Later Participating Subdivision or Non-Participating Subdivision that cannot be paid pursuant to
this Section VII, including the amounts that remain unpaid after the reductions required by
Section VII.E.2 through Section VII.E.4, will be allocated to the Remediation Accounts Fund for
the State in which the Subdivision is located, unless those payments are redirected elsewhere by
a State-Subdivision Agreement or by a Statutory Trust.
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VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment
A. Determination to Proceed With Settlement.
1. The Settling States shall confer with legal representatives of the Participating
Subdivisions listed on Exhibit G and inform Walgreens no later than eighteen (18) calendar days
prior to the Reference Date whether the Settling States agree that there is sufficient participation
to proceed with this Agreement. Within seven (7) calendar days of informing Walgreens that
there is sufficient participation to proceed, the Settling States will deliver all signatures and
releases required by the Agreement to be provided by the Settling States to Walgreens.
2. If the Settling States inform Walgreens that they agree that there is sufficient
participation, Walgreens will then determine on or before the Reference Date whether there is
sufficient State participation, sufficient Subdivision participation, and sufficient resolution of the
Claims of the Litigating Subdivisions in the Settling States (through participation under Section
VII, Case-Specific Resolution(s) and Bar(s)) to proceed with this Agreement. The determination
shall be in the sole discretion of Walgreens and may be based on any criteria or factors deemed
relevant by Walgreens.
B. Notice by Walgreens. On or before the Reference Date, Walgreens shall inform
the Settling States of its determination pursuant to Section VIII.A.2. If Walgreens determines to
proceed, the Parties will proceed to file the Consent Judgments and the obligations in the
Subdivision Settlement Participation Forms will be effective and binding as of the Reference
Date. If Walgreens determines not to proceed, this Agreement will have no further effect, any
amounts placed in escrow for Payment Year 1, including funds referenced in Section IV.C.1 and
Exhibit M-2, shall be returned to Walgreens, and all releases (including those contained in
Subdivision Settlement Participation Forms) and other commitments or obligations contained
herein or in Subdivision Settlement Participation Forms will be void.
IX. Settling State and Participating Subdivision Attorneys’ Fees and Costs and
Additional Remediation Amount
A. The Agreement on Subdivision Attorneys’ Fees, Expenses and Costs is set forth
in Exhibit R and incorporated herein by reference. The Agreement on the State Outside Counsel
Fee Fund for Chain Pharmacy Settlement and the Agreement on the Joint State Cost Fund are set
forth in Exhibit S and Exhibit T, respectively, and are incorporated herein by reference.
B. Additional Remediation Amount.
1. Subject to and without exceeding the maximum payment amounts set forth in the
"Additional Remediation Amount" column of Exhibit M-3 and subject to the reduction
specified in Section IX.B.2, Walgreens shall pay an Additional Remediation Amount to
the Settling States listed in Exhibit N. Such funds shall be paid, on the schedule set forth
in Exhibit M-3, as allocated by the Settlement Fund Administrator pursuant to Exhibit N.
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2. Reduction of Additional Remediation Amount. The amounts owed by Walgreens
pursuant to this Section IX.B shall be reduced by the allocations set forth on Exhibit N for
Non-Settling States.
3. For the avoidance of doubt, (1) a Settling State that retained outside counsel in
connection with the investigation of one or more Chain Pharmacies, as that term is defined
in Exhibit S, that receives an Additional Remediation Amount because the Settling State
was not otherwise eligible to receive funds from the State Outside Counsel Fee Fund may
choose to have the Additional Remediation Amount designated to pay the Settling State’s
outside counsel, and may instruct the Settlement Fund Administrator to pay those funds
directly to the Settling State’s outside counsel, and (2) Additional Remediation Amount
funds, including funds designated by a Settling State to pay its outside counsel under this
paragraph, shall not be subject to allocation as provided in Section V.C through Section
V.E.
C. All payments addressed by this Section IX will be made on December 31 for each
Payment Year in which they are due pursuant to Exhibit M-3.
X. Release
A. Scope. As of the Effective Date, the Released Entities are hereby released and
forever discharged from all of the Releasors' Released Claims. Each Settling State (for itself and
its Releasors) and Participating Subdivisions hereby absolutely, unconditionally, and irrevocably
covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed,
or to otherwise seek to establish liability for any Released Claims against any Released Entity in
any forum whatsoever. The releases provided for in this Agreement are intended by the Parties to
be broad and shall be interpreted so as to give the Released Entities the broadest possible bar
against any liability relating in any way to Released Claims and extend to the full extent of the
power of each Settling State and its Attorney General to release claims. This Agreement shall be
a complete bar to any Released Claim.
B. Claim-Over and Non-Party Settlement.
1. It is the intent of the Parties that:
a. Released Entities should not seek contribution or indemnification
(other than pursuant to an insurance contract), from other parties for their
payment obligations under this Agreement;
b. the payments made under this Agreement shall be the sole
payments made by the Released Entities to the Releasors involving, arising out of,
or related to Covered Conduct (or conduct that would be Covered Conduct if
engaged in by a Released Entity);
c. Claims by Releasors against non-Parties should not result in
additional payments by Released Entities, whether through contribution,
indemnification or any other means; and
46
d. the Agreement meets the requirements of the Uniform
Contribution Among Joint Tortfeasors Act and any similar state law or doctrine
that reduces or discharges a released party's liability to any other parties.
The provisions of this Section X.B are intended to be implemented consistent with these
principles. This Agreement and the releases and dismissals provided for herein are made in good
faith.
2. No Released Entity shall seek to recover for amounts paid under this Agreement
based on indemnification, contribution, or any other theory from a manufacturer, pharmacy,
hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association,
distributor, or health care practitioner; provided that a Released Entity shall be relieved of this
prohibition with respect to any entity that asserts a Claim-Over against it. For the avoidance of
doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to
insurance contracts, and nothing herein shall prohibit a Released Entity from seeking a voluntary
agreement providing indemnification for liability and/or expenses arising from Walgreens’ post-
Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.
3. To the extent that, on or after the Reference Date, any Releasor enters into a Non-
Party Settlement, including in any bankruptcy case or through any plan of reorganization (whether
individually or as a class of creditors), the Releasor will include (or in the case of a Non-Party
Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless
prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on
contribution or indemnity of any kind substantially equivalent to that required from Walgreens in
Section X.B.2, or a release from such Non-Released Entity in favor of the Released Entities (in a
form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to
obtain the prohibition and/or release required by this subsection is a material term of this
Agreement.
4. In the event that any Releasor obtains a judgment with respect to Non-Party
Covered Conduct against a Non-Released Entity that does not contain a prohibition like that
described in Section X.B.3. or any Releasor files a Non-Party Covered Conduct Claim against a
Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a
prohibition/release in a Non-Party Settlement as provided in Section X.B.3, and such Non-
Released Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be
relieved of the prohibition in Section X.B.2 with respect to that Non-Released Entity and that
Releasor and Walgreens shall take the following actions to ensure that the Released Entities do
not pay more with respect to Covered Conduct to Releasors or to Non-Released Entities than the
amounts owed under this Settlement Agreement by Walgreens:
a. Walgreens shall notify that Releasor of the Claim-Over within
sixty (60) calendar days of the assertion of the Claim-Over or sixty (60) calendar
days of the Effective Date of this Settlement Agreement, whichever is later;
b. Walgreens and that Releasor shall meet and confer concerning the
means to hold Released Entities harmless and ensure that they are not required to
47
pay more with respect to Covered Conduct than the amounts owed by Walgreens
under this Agreement;
c. That Releasor and Walgreens shall take steps sufficient and
permissible under the law of the State of the Releasor to hold Released Entities
harmless from the Claim-Over and ensure Released Entities are not required to
pay more with respect to Covered Conduct than the amounts owed by Walgreens
under this Agreement. Such steps may include, where permissible:
(i) Filing of motions to dismiss or such other appropriate
motion by Walgreens or Released Entities, and supported by Releasors, in
response to any claim filed in litigation or arbitration;
(ii) Reduction of that Releasors' Claim and any judgment it has
obtained or may obtain against such Non-Released Entity by whatever
amount or percentage is necessary to extinguish such Claim-Over under
applicable law, up to the amount that Releasor has obtained, may obtain,
or has authority to control from such Non-Released Entity;
(iii) Placement into escrow of funds paid by the Non-Released
Entities such that those funds are available to satisfy the Claim-Over;
(iv) Return of monies paid by Walgreens to that Releasor under
this Settlement Agreement to permit satisfaction of a judgment against or
settlement with the Non-Released Entity to satisfy the Claim-Over;
(v) Payment of monies to Walgreens by that Releasor to ensure
they are held harmless from such Claim-Over, up to the amount that
Releasor has obtained, may obtain, or has authority to control from such
Non-Released Entity;
(vi) Credit to Walgreens under this Agreement to reduce the
overall amounts to be paid under the Agreement such that they are held
harmless from the Claim-Over; and
(vii) Such other actions as that Releasor and Walgreens may
devise to hold Walgreens harmless from the Claim-Over.
d. The actions of that Releasor and Walgreens taken pursuant to
paragraph (c) must, in combination, ensure Walgreens is not required to pay more
with respect to Covered Conduct than the amounts owed by Walgreens under this
Agreement.
e. In the event of any dispute over the sufficiency of the actions taken
pursuant to paragraph (c), that Releasor and Walgreens may seek review by the
National Arbitration Panel, provided that, if the parties agree, such dispute may be
heard by the state court where the relevant Consent Judgment was filed. The
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National Arbitration Panel shall have authority to require Releasors to implement
a remedy that includes one or more of the actions specified in paragraph (c)
sufficient to hold Released Entities fully harmless. In the event that the Panel’s
actions do not result in Released Entities being held fully harmless, Walgreens
shall have a claim for breach of this Agreement by Releasors, with the remedy
being payment of sufficient funds to hold Walgreens harmless from the Claim-
Over. For the avoidance of doubt, the prior sentence does not limit or eliminate
any other remedy that Walgreens may have.
5. To the extent that the Claim-Over is based on a contractual indemnity, the
obligations under Section X.B.4 shall extend solely to a Non-Party Covered Conduct Claim
against a clinic, hospital or other purchaser, distributor or dispenser of Products, a manufacturer
that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor.
Walgreens shall notify the Settling States, to the extent permitted by applicable law, in the event
that any of these types of Non-Released Entity asserts a Claim-Over arising out of contractual
indemnity against it.
6. Indemnification and Contribution Prohibited. No Released Entity shall seek to
recover for amounts paid under this Agreement based on indemnification, contribution, or any
other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health
insurer, third-party vendor, trade association, distributor, or health care practitioner. For the
avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts
owed pursuant to insurance contracts and nothing herein shall prohibit a Released Entity from
seeking a voluntary agreement providing indemnification for liability and/or expenses arising from
Walgreens’ post-Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit
P.
C. General Release. In connection with the releases provided for in this Agreement,
each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives,
releases, and forever discharges any and all provisions, rights, and benefits conferred by any law
of any State or territory of the United States or other jurisdiction, or principle of common law,
which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:
General Release; extent. A general release does not extend to
claims that the creditor or releasing party does not know or suspect
to exist in his or her favor at the time of executing the release and
that if known by him or her, would have materially affected his or
her settlement with the debtor or released party.
A Releasor may hereafter discover facts other than or different from those which it knows,
believes, or assumes to be true with respect to the Released Claims, but each Settling State (for
itself and its Releasors) and Participating Subdivision hereby expressly waives and fully, finally,
and forever settles, releases and discharges, upon the Effective Date, any and all Released
Claims that may exist as of such date but which Releasors do not know or suspect to exist,
whether through ignorance, oversight, error, negligence or through no fault whatsoever, and
which, if known, would materially affect the Settling States’ decision to enter into this
Agreement or the Participating Subdivisions' decision to participate in this Agreement.
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D. Assigned Interest Waiver. To the extent that any Settling State has any direct or
indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a
result of a claim arising out of Covered Conduct by way of assignment or otherwise, including as
a result of being the beneficiary of a trust or other distribution entity, to assert claims against
Walgreens (whether derivatively or otherwise), under any legal or equitable theory, including for
indemnification, contribution, or subrogation, the Settling State waives the right to assert any
such claim, or to receive a distribution or any benefit on account of such claim and such claim,
distribution, or benefit shall be deemed assigned to Walgreens.
E. Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of
the res judicata or claim preclusive effect that the settlement memorialized in this Agreement,
and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under
applicable law.
F. Representation and Warranty. The signatories hereto on behalf of their respective
Settling States expressly represent and warrant that they have (or have obtained, or will obtain no
later than the Initial Participation Date) the authority to settle and release, to the maximum extent
of the State's power, all Released Claims of (1) their respective Settling States, (2) all past and
present executive departments, state agencies, divisions, boards, commissions and
instrumentalities with the regulatory authority to enforce state and federal controlled substances
acts, and (3) any of their respective Settling State's past and present executive departments,
agencies, divisions, boards, commissions, and instrumentalities that have the authority to bring
Claims related to Covered Conduct seeking money (including abatement and/or remediation) or
revocation or suspension of a pharmaceutical distribution or dispensing license. For the purposes
of clause (3) above, executive departments, agencies, divisions, boards, commissions, and
instrumentalities are those that are under the executive authority or direct control of the State's
Governor. Also for the purposes of clause (3), a release from a State's Governor as set forth in
Exhibit X is sufficient to demonstrate that the appropriate releases have been obtained.
G. Effectiveness. The releases set forth in this Agreement shall not be impacted in
any way by any dispute that exists, has existed, or may later exist between or among the
Releasors. Nor shall such releases be impacted in any way by any current or future law,
regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or
use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any
seizure of the Settlement Fund or any portion thereof.
H. Cooperation. Releasors (1) will not encourage any person or entity to bring or
maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with
and not oppose any effort by Walgreens to secure the prompt dismissal of any and all Released
Claims, including suits brought by non-Releasors based on Released Claims. Releasors will meet
and confer and make reasonable efforts to resolve any action that is filed by a Subdivision
against Walgreens on or after the date the Preliminary Agreement Date. This provision shall not
require a State to make any monetary payment or adjustment to allocation or incur other
obligation.
I. Non-Released Claims. Notwithstanding the foregoing or anything in the definition
of Released Claims, this Agreement does not waive, release or limit any criminal liability,
50
workers’ compensation Claims, Claims for liability under tax law, Claims under securities law
by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by
private individuals, and any claims arising under this Agreement for enforcement of this
Agreement.
XI. Later Litigating Subdivisions
A. Released Claims against Released Entities. Subject to Section XI.B, the following
shall apply in the event a Later Litigating Subdivision in a Settling State maintains a lawsuit for a
Released Claim against a Released Entity after the Reference Date:
1. The Released Entity shall take ordinary and reasonable measures to defend the
action, including filing a Threshold Motion with respect to the Released Claim. The Released
Entity shall further notify the Settling State and Settlement Fund Administrator immediately
upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim, and shall
not oppose a Settling State's submission in support of the Threshold Motion.
2. If the lawsuit asserting a Released Claim is resolved with finality on terms
requiring payment by the Released Entity, Walgreens shall receive a dollar-for-dollar offset
against Incentive Payment D for the amount paid. The offset shall be applied against the relevant
portion of the Annual Remediation Payments starting in Payment Year 15 and working
backwards.
3. For the avoidance of doubt, any offset pursuant to this Section XI in a Settling
State if it at the time is not eligible for Incentive Payment A shall continue to apply even if the
Settling State at issue subsequently becomes eligible for Incentive Payment A.
4. "Terms requiring payment" shall mean (i) a final monetary judgment or (ii) a
settlement; provided that the Released Entity sought the applicable State Attorney General's
consent to the settlement and such consent was either obtained or unreasonably withheld. Should
the judgment or settlement resolve claims that are not Released Claims, the offset shall be for the
Released Claims portion only, which shall be distinguishable in the judgment or settlement.
B. Exceptions.
1. Section XI.A shall not apply where the Settling State at issue meets the eligibility
criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as
expressly provided therein.
2. An offset under Section XI.A.2 shall not apply where the Later Litigating
Subdivision opted out of a Settlement Class Resolution in the Settling State at issue that was in
full force and effect in that Settling State as of the due date of the payment for Payment Year 2
and remains in full force and effect; provided that an offset relating to that Subdivision may
apply under Section XII.
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3. Section XI.A shall not apply where the Later Litigating Subdivision seeks less
than $10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit
for a Released Claim at issue.
C. No Effect on Other Provisions. A suspension or offset under Section XI.A shall
not affect the Injunctive Relief Terms or the Consent Judgment.
D. No Effect on Other States. A suspension or offset under Section XI.A applicable
to one State shall not affect the allocation or payment of the Annual Remediation Payment to
other Settling States.
XII. Other Reductions/Offsets
A. Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive
Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted
out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a
Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either
survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty (60)
calendar days prior to the scheduled start of a trial involving a Released Claim, and is resolved
with finality on terms requiring payment by the Released Entity, Walgreens shall receive a
dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive
Payment A payments that would be apportioned to that State and to its Subdivisions. For the
avoidance of doubt, an offset shall not be applicable under this subsection if it is applicable
under Section XI.A with respect to the Subdivision at issue.
B. Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If
Walgreens made any Annual Remediation Payments that included any incentive payments
earned as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific
Resolution in a Settling State, and there is subsequently a Revocation Event with respect to that
Bar, Settlement Class Resolution, or Case-Specific Resolution after the determination of the
amount of such Annual Remediation Payment, the Walgreens shall receive a dollar-for-dollar
offset against the portion of remaining Annual Remediation Payments that would be allocated to
that State and its Participating Subdivisions. This offset will be calculated as the dollar amount
difference between (1) the total amount of incentive payments paid by the Walgreens by virtue
of the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation
Event and (2) the total amount of incentive payments that would have been due from the
Walgreens during that time had the Bar, Settlement Class Resolution, or Case-Specific
Resolution subject to the Revocation Event not been in effect. The amount of incentive payments
that would have been due, referenced in clause (2) above, will be calculated one hundred eighty
(180) calendar days after the Revocation Event; for purposes of calculating the amount of
incentive payments that would have been due, any relevant Subdivision shall be included as a
Participating Subdivision if: (1) its Released Claims are extinguished by any subsequent Bar,
Settlement Class Resolution, or Case-Specific Resolution in effect as of the date of such
calculation, or (2) it becomes a Participating Subdivision (in addition to all other Participating
Subdivisions) prior to the date of such calculation.
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C. Certain Taxes. Amounts paid by Walgreens under an Opioid Tax in a Settling
State in a Payment Year shall give rise to a dollar-for-dollar offset against Walgreens obligation
to pay its share of the Annual Remediation Payment in that Payment Year that would be
allocated to the taxing State or its Participating Subdivisions. If such amounts paid exceed that
Walgreens allocable share of the Annual Remediation Payment allocable to the taxing State or its
Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset
against its allocable share of remaining Annual Remediation Payments that would be allocated to
the taxing State or its Participating Subdivisions. Walgreens represents that as of December 6,
2022, there is no Opioid Tax currently in effect in any Eligible State that would give rise to this
offset provision.
XIII. Miscellaneous
A. Population of New York. Calculation of the population of New York State for any
purpose under the Agreement shall not include the respective populations of Nassau and Suffolk
Counties.
B. Population of General Purpose Governments. The population figures for General
Purpose Governments shall be the published U.S. Census Bureau's population estimates for July
1, 2019, released May 2020. These population figures shall remain unchanged during the term of
this Agreement.
C. Population of Special Districts. For any purpose in this Agreement in which the
population of a Special District is used other than Section IV.H.4.b and Section IV.H.6.d: (a)
School Districts' population will be measured by the number of students enrolled who are eligible
under the Individuals with Disabilities Education Act ("IDEA") or Section 504 of the
Rehabilitation Act of 1973; (b) Health Districts' and Hospital Districts' population will be
measured at twenty-five percent (25%) of discharges; and (c) all other Special Districts' (including
Fire Districts' and Library Districts') population will be measured at ten percent (10%) of the
population served.
8
For the avoidance of doubt, this means that California healthcare districts will
be measured at ten percent (10%) of their membership. Walgreens and the Enforcement
Committee shall meet and confer in order to agree on data sources for purposes of this Section
prior to the Preliminary Agreement Date.
D. Population Associated with Sheriffs. For any purpose in this Agreement in which
the population associated with a lawsuit by a sheriff is used, the population will be measured at
twenty percent (20%) of the capacity of the jail(s) operated by the sheriff.
E. Most-Favored-Nation Provision – Walgreens
1. If, after the Effective Date, Walgreens enters into any settlement agreement with
any Non-Settling State that resolves Claims similar in scope to the Claims released by a
Settling State under this Agreement on overall payment terms that are more favorable to
such Non-Settling State than the overall payment terms of the Agreement (after due
8
The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/time-
series/demo/popest/2010s-counties-total.html. The estimates for cities and towns can currently be found at
https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-cities-and-towns.html.
53
consideration of relevant differences in population or other appropriate factors), then the
Settling States, individually or collectively, may elect to seek review, pursuant to Section
XIII.E.3, of the overall payment terms of this Agreement and the Non-Settling State
agreement so that such Settling State(s) may obtain overall payment terms at least as
favorable as those obtained by such Non-Settling State. “Overall payment terms” refers to
consideration of all payment terms of the two agreements, taken together, including, but
not limited to the amount of payments, the timing of payments, and conditions or
contingencies on payments
2. For any settlement with a Non-Settling State involving Released Claims that is
entered into after the Effective Date, Walgreens shall provide the Enforcement Committee
with a copy of the settlement agreement or relevant consent judgment within thirty (30)
calendar days of the consummation of such settlement. The Enforcement Committee will
promptly distribute such copy to all Settling States.
3. In the event that one or more Settling State(s) believes that the overall payment
terms of an agreement by Walgreens with a Non-Settling State are more favorable to the
Non-Settling State, when compared based on the totality of the consideration set forth in
Section XIII.E.1, the Settling State(s) and Walgreens shall engage in the following
process:
a. Within sixty (60) calendar days of the date on which the
Enforcement Committee provides a settlement agreement or consent judgment to
Settling States, the Settling State(s) shall provide notice to Walgreens, of their
intent to seek revision of this Agreement to provide payment terms that are, on an
overall basis, as favorable as those obtained by the Non-Settling State. To the
extent allowed by law, such notice shall be confidential and not disclosed publicly
and shall provide, in detail, the basis for the State’s belief that it is entitled to a
revision of the Agreement.
b. Walgreens shall, within thirty (30) calendar days, provide a
response to the Settling State(s), explaining its position, in detail, as to whether
the Settling State(s) are entitled to more favorable overall payment terms than
those provided for in this Agreement.
c. In the event the Settling State(s) and Walgreens do not reach
agreement as to the application of Section XIII.E.1, the Settling State(s) may
petition the National Arbitration Panel to seek a ruling from the Panel as to the
applicability of Section XIII.E.1, provided that the Settling State(s) may seek such
review only if at least five (5) Settling States co-sign the petition. The Panel shall
consider submissions and argument by the parties pursuant to the procedures set
forth in Section VI.F.2.
d. The Settling State and Walgreens shall be bound by the
determination of the National Arbitration Panel of the overall payment terms of
this Agreement and the Non-Settling State agreement so that such Settling
54
State(s) may obtain, with respect to Walgreens, overall payment terms at least as
favorable as those obtained by such Non-Settling State.
4. This Section XIII.E does not apply to, and there is no ability of any Settling State
to seek or obtain revision of this Agreement based on, any Non-Settling State agreement
with Walgreens that is entered into: (a) either the earlier of (i) after the close of expert
discovery or (ii) after a date ninety (90) calendar days prior to the scheduled start date of a
trial between Walgreens and the Non-Settling State or any severed or bifurcated portion
thereof, provided that, where, in order to complete a settlement, a Non-Settling State and
Walgreens jointly request an adjournment of the scheduled start date of a trial within
ninety (90) days of that date, this exception will apply as if the trial date had not been
adjourned; (b) with a Non-Settling State that previously litigated to judgment a case
related to opioids against any manufacturer, distributor, or pharmacy; (c) the earlier of (i)
after a Non-Settling State has obtained any court order or judicial determination that
grants judgment (in whole or in part) against Walgreens in the Non-Settling State’s case,
(ii) after a sanctions ruling against Walgreens in the Non-Settling State’s case against
Walgreens; or (iii) after any ruling has issued in the Non-Settling State’s case against any
manufacturer, distributor, or pharmacy on the issue of joint and several liability; or (d)
with West Virginia or New Mexico. The National Arbitration Panel shall have no power
to review agreements that satisfy any of the conditions described in this paragraph.
5. This Section XII.E does not apply to, and there is no ability of any Settling State
to seek or obtain revision of this Agreement based on, any agreement between Walgreens
and Non-Participating Subdivisions or Non-Participating Special Districts.
6. This Section XII.E will not apply to any agreement entered into more than
eighteen (18) months after the Effective Date.
F. No Admission. Walgreens does not admit liability or wrongdoing. Neither this
Agreement nor the Consent Judgments shall be considered, construed or represented to be (1) an
admission, concession or evidence of liability or wrongdoing or (2) a waiver or any limitation of
any defense otherwise available to the Walgreens
G. Tax Cooperation and Reporting.
1. Upon request by Walgreens, the Settling States and Participating Subdivisions
agree to perform such further acts and to execute and deliver such further documents as may be
reasonably necessary for Walgreens to establish the statements set forth in Section V.F to the
satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue
Service, or any other governmental authority, including as contemplated by Treasury Regulations
Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or
administrative guidance.
2. Without limiting the generality of Section XIII.G.1, each Settling State and
Participating Subdivision shall cooperate in good faith with Walgreens with respect to any tax
claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating
to this Agreement.
55
3. The Designated State shall designate one of its officers or employees to act as the
"appropriate official" within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B)
(the "Appropriate Official"). The State shall direct and ensure that the Appropriate Official timely
(a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the
form attached as Exhibit U with respect to Walgreens and (ii) any legally required returns or
amended returns with any applicable governmental authority, or any returns requested by
Walgreens, and (b) provides Walgreens a copy of (i) the IRS Form 1098-F filed with respect to
Walgreens and (ii) any legally required written statement pursuant to any applicable law and any
other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be
prepared and filed in a manner fully consistent with Section V.F.
4. The Settling States and Participating Subdivisions agree that any return, amended
return, or written statement filed or provided pursuant to Section XIII.G.3, and any similar
document, shall be prepared and filed in a manner consistent with reporting the Global
Settlement Amount as the "Total amount to be paid" pursuant to this Agreement in Box 1 of IRS
Form 1098-F and the Compensatory Restitution Amount as "Restitution/remediation amount" in
Box 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or
Appropriate Official shall be required to file any return, amended return, or written statement
contemplated by this Section XIII.G other than an IRS Form 1098-F, the Designated State shall
direct and ensure that the Appropriate Official provides to Walgreens a draft of such return,
amended return, or written statement in respect of Walgreens no later than sixty (60) calendar
days prior to the due date thereof and shall accept and reflect any reasonable comments of
Walgreens on the return, amended return, or written statement in respect of Walgreens.
5. For the avoidance of doubt, neither Walgreens nor the Settling States and
Participating Subdivisions make any warranty or representation to any State, Participating
Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory
Restitution Amount (or any portion thereof).
H. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no
portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity
that is not the Settling State or Released Entity. The State may not assign or otherwise convey
any right to enforce any provision of this Agreement.
I. Calculation. Any figure or percentage referred to in this Agreement shall be
carried to seven decimal places.
J. Construction. None of the Parties and no Participating Subdivision shall be
considered to be the drafter of this Agreement or of any of its provisions for the purpose of any
statute, case law, or rule of interpretation or construction that would or might cause any
provision to be construed against the drafter of this Agreement. The headings of the provisions of
this Agreement are not binding and are for reference only and do not limit, expand, or otherwise
affect the contents or meaning of this Agreement.
K. Cooperation. Each Party and each Participating Subdivision agrees to use its best
efforts and to cooperate with the other Parties and Participating Subdivisions to cause this
Agreement and the Consent Judgments to become effective, to obtain all necessary approvals,
56
consents and authorizations, if any, and to execute all documents and to take such other action as
may be appropriate in connection herewith. Consistent with the foregoing, each Party and each
Participating Subdivision agrees that it will not directly or indirectly assist or encourage any
challenge to this Agreement or any Consent Judgment by any other person, and will support the
integrity and enforcement of the terms of this Agreement and the Consent Judgments.
L. Entire Agreement. This Agreement, including its exhibits and any other
attachments, embodies the entire agreement and understanding between and among the Parties
and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior
agreements and understandings relating to such subject matter, whether written or oral and (2) all
purportedly contemporaneous oral agreements and understandings relating to such subject
matter.
M. Execution. This Agreement may be executed in counterparts and by different
signatories on separate counterparts, each of which shall be deemed an original, but all of which
shall together be one and the same Agreement. One or more counterparts of this Agreement may
be delivered by facsimile or electronic transmission with the intent that it or they shall constitute
an original counterpart hereof. One or more counterparts of this Agreement may be signed by
electronic signature.
N. Good Faith and Voluntary Entry. Each Party warrants and represents that it
negotiated the terms of this Agreement in good faith. Each of the Parties and Participating
Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement
without any degree of duress or compulsion. The Parties and Participating Subdivisions state that
no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was
made to them to induce them to enter into this Agreement
O. Legal Obligations. Nothing in this Agreement shall be construed as relieving
Walgreens of the obligation to comply with all state and federal laws, regulations or rules, nor
shall any of the provisions herein be deemed to be permission to engage in any acts or practices
prohibited by such laws, regulations, or rules. Except with respect to the Injunctive Relief Terms,
in the event of a conflict between this Agreement and any requirement or requirements of
federal, state, or local laws, such that Walgreens cannot comply with this Agreement without
violating such a requirement or requirements, Walgreens shall document such conflicts and
notify the State Attorneys General of the relevant Settling States that it intends to comply with
the requirement or requirements to the extent necessary to eliminate the conflict. With respect to
the Injunctive Relief Terms, in the event of such a conflict, the procedures set forth in the
Injunctive Relief Terms will be followed.
P. No Prevailing Party. The Parties and Participating Subdivisions each agree that
they are not the prevailing party in this action, for purposes of any claim for fees, costs, or
expenses as prevailing parties arising under common law or under the terms of any statute,
because the Parties and Participating Subdivisions have reached a good faith settlement.
Q. Waive Challenge. The Parties and Participating Subdivisions each further waive
any right to challenge or contest the validity of this Agreement on any ground, including, without
limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or
57
future law. Nothing in the previous sentence shall modify, or be construed to conflict with,
Section XIII.O.
R. Non-Admissibility. The settlement negotiations resulting in this Agreement have
been undertaken by the Parties and by certain representatives of the Participating Subdivisions in
good faith and for settlement purposes only, and no evidence of negotiations or discussions
underlying this Agreement shall be offered or received in evidence in any action or proceeding
for any purpose. This Agreement shall not be offered or received in evidence in any action or
proceeding for any purpose other than in an action or proceeding arising under or relating to this
Agreement.
S. Notices. All notices or other communications under this Agreement shall be in
writing (including, but not limited to, electronic communications) and shall be given to the
recipients indicated below:
For the Attorney(s) General:
Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
PO Box 629
Raleigh, NC 27602
Dave Yost, Attorney General
Ohio Attorney’s General Office
Attn: Jonathan Blanton, First Assistant Attorney General
30 East Broad Street
Columbus, OH 43215
Letitia James, Attorney General
New York State Office of the Attorney General
Attn: Jennifer Levy, First Deputy Attorney General
28 Liberty Street
New York, NY 10005
For the Plaintiffs' Executive Committee:
Co-leads
Jayne Conroy
Simmons Hanly Conroy LLC
112 Madison Avenue
7th Floor
58
New York, NY 10016-7416
Paul T. Farrell, Jr.
Farrell & Fuller, LLP
270 Munoz Rivera Ave.
Suite 201
San Juan, Puerto Rico 00918
Joseph F. Rice
Motley Rice LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464
For Walgreens:
Harlan Levy
Foley Hoag LLP
1301 Avenue of the Americas
New York, New York 10019
Kristyn DeFilipp
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02110
and
Wayne B. Mason
Faegre Drinker
1717 Main Street, Ste. 5400
Dallas, TX 75201-7367
and
Michael J. Freeman
104 Wilmot Road, MS#144Q
59
Deerfield, IL 60015
Any Party or the Plaintiffs' Executive Committee may change or add the contact information of
the persons designated to receive notice on its behalf by notice given (effective upon the giving
of such notice) as provided in this Section XIII.S.
T. No Waiver. The waiver of any rights conferred hereunder shall be effective only if
made by written instrument executed by the waiving Party or Parties. The waiver by any Party of
any breach of this Agreement shall not be deemed to be or construed as a waiver of any other
breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be
or construed as a waiver by any other Party.
U. Preservation of Privilege. Nothing contained in this Agreement or any Consent
Judgment, and no act required to be performed pursuant to this Agreement or any Consent
Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any
attorney-client privilege, work product protection, or common interest/joint defense privilege,
and each Party and Participating Subdivision agrees that it shall not make or cause to be made in
any forum any assertion to the contrary.
V. Successors.
1. This Agreement shall be binding upon, and inure to the benefit of, Walgreens and
its respective successors and assigns.
2. Walgreens shall not, in one (1) transaction or a series of related transactions, sell or
transfer U.S. assets having a fair market value equal to twenty-five percent (25%) or more of the
consolidated assets of Walgreens (other than sales or transfers of inventories, or sales or transfers
to an entity owned directly or indirectly by Walgreens) where the sale or transfer is announced
after the Reference Date, is not for fair consideration, and would foreseeably and unreasonably
jeopardize Walgreens’ ability to make the payments under this Agreement that are due on or before
the third Payment Date following the close of a sale or transfer transaction, unless Walgreens
obtains the acquiror's agreement that it will be either a guarantor of or successor to the percentage
of Walgreens remaining Payment Obligations under this Agreement equal to the percentage of
Walgreens’ consolidated assets being sold or transferred in such transaction. Percentages under
this section shall be determined in accordance with United States generally accepted accounting
principles and as of the date of Walgreens most recent publicly filed consolidated balance sheet
prior to the date of entry into the sale or transfer agreement at issue. This Section XIII.V shall be
enforceable solely by the Settling States, and any objection under this Section XIII.V not raised
within sixty (60) calendar days of the announcement of the relevant transaction is waived.
W. Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive
Committee, the Executive Committee of the State Attorneys General, or Walgreens concludes
prior to December 21, 2022 that technical corrections are required to this Agreement, the
Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, and
Walgreens shall meet and confer and make such amendments as they agree are appropriate. After
the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties
shall be binding only if evidenced in writing signed by Walgreens, along with the signature of at
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least thirty-seven (37) of those then serving as Attorney General of the Settling States along with
a representation from each Attorney General that either: (1) the advisory committee or similar
entity established or recognized by that State (either pursuant to Section V.E.2.c, by a State-
Subdivision Agreement, or by statute) voted in favor of the modification, amendment or
alteration of this Agreement including at least one member appointed by the Participating
Subdivisions listed on Exhibit G; or (2) in States without any advisory committee, that 50.1%
(by population) of the Participating Subdivisions listed on Exhibit G expressed approval of the
modification, amendment, or alteration of this Agreement in a writing.
X. Termination.
1. Unless otherwise agreed to by each of Walgreens and the State, this Agreement
and all of its terms (except Section XIII.R and any other non-admissibility provisions, which
shall continue in full force and effect) shall be canceled and terminated with respect to the
Settling State, and the Agreement and all orders issued by the courts in the Settling State
pursuant to the Agreement shall become null and void and of no effect if one or more of the
following conditions applies:
a. a Consent Judgment approving this Agreement without
modification of any of the Agreement's terms has not been entered as to a Settling
State by a court of competent jurisdiction on or before one hundred eighty (180)
calendar days after the Effective Date;
b. this Agreement or the Consent Judgment as to that Settling State
has been disapproved by a court of competent jurisdiction to which it was
presented for approval and/or entry (or, in the event of an appeal from or review
of a decision of such a court to approve this Agreement and the Consent
Judgment, by the court hearing such appeal or conducting such review), and the
time to appeal from such disapproval has expired, or, in the event of an appeal
from such disapproval, the appeal has been dismissed or the disapproval has been
affirmed by the court of last resort to which such appeal has been taken and such
dismissal or disapproval has become no longer subject to further appeal
(including, without limitation, review by the United States Supreme Court); or
2. If this Agreement is terminated with respect to a Settling State for whatever
reason pursuant to Section XIII.X.1, then:
a. an applicable statute of limitation or any similar time requirement
(excluding any statute of repose) shall be tolled from the date the Settling State
signed this Agreement until the later of the time permitted by applicable law or
for one year from the date of such termination, with the effect that Walgreens and
the Settling State shall be in the same position with respect to the statute of
limitation as they were at the time the Settling State filed its action; and
b. Walgreens and the State shall jointly move the relevant court of
competent jurisdiction for an order reinstating the actions and claims dismissed
pursuant to the terms of this Agreement governing dismissal, with the effect that
61
Walgreens and the State shall be in the same position with respect to those actions
and claims as they were at the time the action or claim was stayed or dismissed.
3. Unless Walgreens and the Enforcement Committee agree otherwise, this
Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on
duration, shall terminate as to all Parties as of the Payment Date for Payment Year 15, provided
that Walgreens’ has performed its Payment obligations under the Agreement as of that date.
Notwithstanding any other provision in this Section XIII.X.3 or in this Agreement, all releases
under this Agreement will remain effective despite any termination under this Section XIII.X.3.
Y. Governing Law. Except as (1) otherwise provided in this Agreement or (2) as
necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of
interpretation for matters within the scope of the National Arbitration Panel’s authority, this
Agreement shall be governed by and interpreted in accordance with the respective laws of the
Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to
enforce the Agreement against Walgreens or against which Walgreens is seeking enforcement.
Notwithstanding any other provision in this subsection on governing law, any disputes relating to
the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of
the State where the escrow agent has its primary place of business.
Z. Bankruptcy. The following provisions shall apply if Walgreens enters Bankruptcy
and (i) the Walgreens bankruptcy estate recovers, pursuant to 11 U.S.C. § 550, any payments
made under this Agreement, or (ii) this Agreement is deemed executory and is rejected by
Walgreens pursuant to 11 U.S.C. § 365:
1. In the event that the both a number of Settling States equal to at least seventy-five
percent (75%) of the total number of Settling States and Settling States having aggregate Overall
Allocation Percentages as set forth on Exhibit F equal to at least seventy-five percent (75%) of
the total aggregate Overall Allocation Percentages assigned to all Settling States deem (by
written notice to Walgreens) that the financial obligations of this Agreement have been
terminated and rendered null and void (except as provided in Section XIII.Z.1.a) due to a
material breach by Walgreens, whereupon:
a. all agreements, all concessions, all reductions of Releasing Parties'
Claims, and all releases and covenants not to sue, contained in this Agreement
shall immediately and automatically be deemed null and void as to Walgreens; the
Settling States shall be deemed immediately and automatically restored to the
same position they were in immediately prior to their entry into this Settlement
Agreement in respect to Walgreens shall have the right to assert any and all
claims against Walgreens in the Bankruptcy or otherwise without regard to any
limits or agreements as to the amount of the settlement otherwise provided in this
Agreement; provided, however, that notwithstanding the foregoing sentence, (i)
all reductions of Releasing Parties' Claims, and all releases and covenants not to
sue, contained in this Agreement shall remain in full force and effect as to all
persons or entities other than Walgreens itself; and (ii) in the event the State
asserts any Released Claim against Walgreens after the rejection and/or
termination of this Agreement as described in this Section XIII.Z.1.a and receives
62
a judgment, settlement or distribution arising from such Released Claim, then the
amount of any payments the State has previously received from Walgreens under
this Agreement shall be applied to reduce the amount of any such judgment,
settlement or distribution (provided that no credit shall be given against any such
judgment, settlement or distribution for any payment that the State is required to
disgorge or repay to Walgreens’ bankruptcy estate); and
b. the Settling States may exercise all rights provided under the
federal Bankruptcy Code (or other applicable bankruptcy or non-bankruptcy law)
with respect to their Claims against Walgreens subject to all defenses and rights
of the Walgreens.
AA. Waiver. Walgreens, for good and valuable consideration the receipt of which is
acknowledged, hereby (a) waives, foregoes and relinquishes all rights to utilize and/or seek relief
under any of the following laws of the State of Texas for the restructuring of its debts or
liabilities related to Released Claims, Claims that would have been Released Claims if they had
been brought by a Releasor against a Released Entity before the Effective Date, or this
Agreement: Tex. Bus. Orgs. Code § 10.003 (Contents of Plan of Merger: More Than One
Successor) or any other statute of Subchapter A of Chapter 10 of Tex. Bus. Orgs. Code to the
extent such statute relates to multi-successor mergers (and/or any other similar laws or statutes in
any other state or territory); Tex. Bus. Orgs. Code §§ 11.01–11.414 (Winding Up and
Termination of Domestic Entity); or Tex. Bus. & Com. Code §§ 23.01–23.33 (Assignments for
the Benefit of Creditors) (collectively, the “Texas Statutes”), and (b) agrees, warrants and
represents that it will not file, request or petition for relief under the Texas Statutes related to its
debts or liabilities related to Released Claims, Claims that would have been Released Claims if
they had been brought by a Releasor against a Released Entity before the Effective Date, or this
Agreement, in each case until such time as all of Walgreens’ payment obligations incurred
hereunder are satisfied in full. The foregoing waiver and relinquishment includes, without
limitation, until such time as all of Walgreens’ payment obligations incurred hereunder are
satisfied in full, Walgreens’ rights to execute a divisional merger or equivalent transaction or
restructuring related to its debts or liabilities related to Released Claims, Claims that would have
been Released Claims if they had been brought by a Releasor against a Released Entity before
the Effective Date, or this Agreement that in each case has the intent or foreseeable effect of (i)
separating material assets from material liabilities and (ii) assigning or allocating all or a
substantial portion of those liabilities to any subsidiary or affiliate that files for relief under
chapter 11 of the Bankruptcy Code, or pursuant to which such subsidiary or affiliate that files for
relief under chapter 11 of the Bankruptcy Code would be assuming or retaining all or a
substantial portion of those liabilities.
FH11185097.1
EXHIBIT A
Alleged Harms
The following expert reports that were filed in connection with the case captioned In re:
National Prescription Opiate Litigation, No. 1: 17-md-2804 (N.D. Ohio) provide non-exclusive
examples of Alleged Harms:
1. Expert report of G. Caleb Alexander, dated April 16, 2021.
2. Expert report of David Cutler, dated April 16, 2021; supplemental expert report of David
Cutler, dated April 21, 2021; and second supplemental expert report of David Cutler,
dated May 10, 2021.
3. Expert report of David Herzberg, dated April 16, 2021.
4. Expert report of Katherine M. Keyes, Ph.D., dated April 16, 2021; supplemental expert
report of Katherine M. Keyes, Ph.D, dated June 2, 2021.
5. Expert report of Dr. Anna Lembke, dated April 16, 2021.
6. Expert report of Harvey Rosen, dated April 16, 2021.
7. Expert report of Nancy Young, dated April 16, 2021.
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FH11185097.1
EXHIBIT B
Enforcement Committee Organization Bylaws
ARTICLE I
These bylaws constitute the code of rules adopted by the Settling States and Participating
Subdivisions for the creation of an Enforcement Committee (the “Committee”) to exist and operate
during the term of the Agreement in connection with Walgreens and shall control the regulation
and management of the Committee’s affairs.
ARTICLE II
Purpose
The Committee is organized for the sole purpose of evaluating and taking such action as deemed
reasonable, necessary, and appropriate by the members of the Committee on the matters delegated
to the Committee under that certain Settlement Agreement between the Settling States and
Walgreens dated December [__], 2022.
ARTICLE III
Members of the Committee
A. Number of Members
The Committee will consist of sixteen (16) members (the “Members”). Upon majority
resolution of the Committee, the number of Members may be increased or decreased from
time to time, but in no event shall a decrease have the effect of decreasing the total number
of Members to less than seven Members.
B. Initial Members
The Committee initially will consist of ten (10) Settling State Members and six (6)
Participating Subdivision Members; three (3) of the Participating Subdivisions shall be
counties and three (3) shall be municipalities. The initial Settling State Members are
representatives from: Connecticut, Delaware, Illinois, Indiana, Louisiana, New York,
North Carolina, Ohio, Tennessee, and Texas. The initial Participating Subdivision
Members are: [●]. Until fifteen (15) months from the Effective Date contained in the
Settlement Agreement, the Participating Subdivisions may designate their outside counsel
to serve as their representative. After fifteen (15) months from the Effective Date, an
employee or official of the Participating Subdivision must be the designated as the
representative of the Participating Subdivision.
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FH11185097.1
C. Term of Members
The term of office for Members of the Committee will be until the end of the term of the
Settlement Agreement unless and until a Member withdraws or resigns from the
Committee.
D. Resignation
Any Member may resign at any time by delivering written notice to the Chairperson of the
Committee. Such resignation shall take effect upon receipt or, if later, at the time specified
in the notice.
E. Removal
(a) Any Member may be removed without cause, at any time, by a majority of the entire
Committee, at a Regular or Special Meeting called for that purpose. Any Member under
consideration of removal must first be notified about the consideration by written notice at
least five days prior to the meeting at which the vote takes place.
(b) In the event that any Member is not a Settling State or a Participating Subdivision or
the Member subsequently becomes a Later Litigating Subdivision, the Member shall be
removed immediately without notice or vote of the Committee.
F. Vacancies
In the event of a vacancy, the Members of the same type (Settling State or Participating
Subdivision) shall select another Settling State or Participating Subdivision to fill that
Member’s position.
G. Compensation
Members shall not receive any salaries or other compensation for their services, but, by
resolution of the Committee, may be reimbursed for any actual expenses incurred in the
performance of their duties for the Committee, as long as a majority of disinterested
Members approve the reimbursement. Any reimbursement shall be sought from the
Settlement Fund Administrator.
ARTICLE IV
Conflicts of Interest and Code of Ethics
If a Member, agent, or employee of the Committee has a conflict of interest, he or she may not
participate in a vote, discussion, or decision about the matter. Each Member shall follow any
applicable state or local law with respect to conflicts, gifts, and ethics.
ARTICLE V
Committee Meetings
A. Place of Meetings
Meetings of the Committee will be held at any place that the Chairperson may designate,
including by telephonic or electronic means.
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FH11185097.1
B. Regular Meetings
Regular meetings of the Committee shall be held as deemed necessary by the Chairperson
or any three members.
C. Notice of Meetings
Written notice of the date, time, place and subject of each meeting must be provided to the
Members at least 72 hours before the scheduled time of the meeting, except when there is
an emergency or urgent public necessity.
D. Quorum
A majority of the incumbent Members (not counting vacancies) shall constitute a quorum
for the purposes of convening a meeting or conducting business.
E. Voting and Proxy
When it is necessary to vote on any matter before the Committee, Members may vote by
electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a
matter to pass, the matter must have a majority vote of Members present and must have at
least one vote from a Settling State Member and a Participating Subdivision Member. In
the event that there is a Quorum, but no Settling State or Participating Subdivision Member
is present, then a matter may pass with a simple majority vote.
F. Minutes
The Committee shall prepare and keep minutes. The minutes must state the subject of each
deliberation and indicate each vote, order, decision, or other action taken.
ARTICLE VI
Officers
A. Roster of Officers
The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary. The
Committee may have at its discretion, such other officers as may be appointed by the
Members of the Committee. One person may hold two or more offices, except those
serving as Chairperson.
B. Election and Removal of Officers
All officers shall serve two-year terms. The election shall be conducted at the first meeting
of the fiscal year. Officers shall remain in office until their successors have been selected.
Officers may serve consecutive terms without limit. The election of officers shall be by
majority vote of the Members of the Committee attending the meeting.
C. Vacancies
If a vacancy occurs during the term of office for any elected officer, the Members of the
Committee shall elect a new officer to fill the remainder of the term as soon as practical,
by majority vote of Members present.
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FH11185097.1
D. Chairperson
The Chairperson will supervise and control the affairs of the Committee and shall exercise
such supervisory powers as may be given him/her by the Members of the Committee. The
Chairperson will perform all duties incident to such office and such other duties as may be
provided in these bylaws or as may be prescribed from time to time by the Committee. The
Chairperson shall preside at all meetings and shall exercise parliamentary control in
accordance with Robert’s Rules of Order.
E. Vice Chairperson
The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson’s
absence, inability, or refusal to act, and shall exercise and discharge such other duties as
may be required by the Committee. The Vice Chairperson shall serve as the
parliamentarian and interpret any ambiguities of the bylaws.
F. Secretary
The Secretary will keep and maintain all records related to the Committee and take minutes
of all meetings.
G. Records
All elected officers and committee chairpersons shall relinquish their records to the
Chairperson immediately upon the completion of their term of office or completion of a
project.
H. Resignation
An officer may resign the office while not resigning membership from the Committee, by
submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed
for the remainder of the term.
ARTICLE VII
Duties
A. Prior to the Effective Date
The Committee shall be responsible for any additional negotiations with Walgreens,
including, but not limited to, negotiating extensions of any periods created by the
Settlement Agreement, except that any additional negotiations related to the Injunctive
Relief Terms (Exhibit [●]) shall be handled by the States Injunctive Relief Committee in
accordance with the terms of Exhibit [●].
B. After the Effective Date
The Committee shall establish procedures for the receipt of notices that a dispute exists
concerning the Agreement and review of such disputes, pursuant to Section [●] of the
Agreement. Members may engage with Walgreens, Settling States, and Participating
Subdivisions attempting to resolve any dispute without further action by the Committee.
The Committee may request additional information from Walgreens, Settling States, and
Participating Subdivisions to the extent the Committee believes such information is
necessary to understand, resolve, or provide advice related to a dispute. The Committee
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FH11185097.1
shall endeavor to provide advice relative to the dispute no later than 60 days after receipt
of notice.
ARTICLE VIII
Rules of Procedure
The proceedings and business of the Committee shall be governed by Robert’s Rules of Order
unless otherwise waived by the Committee.
ARTICLE IX
Operations
A. Records
The Committee will keep correct and complete records and will also keep minutes of the
proceedings of the Committee meetings and Committees. The Committee will keep such
records at its principal place of business at a place designated by the Chairperson.
All elected officers and committee chairpersons shall relinquish their records to the
Chairperson, immediately upon the completion of their term of office.
B. Inspection of Books and Records
The minutes of a meeting are public records and shall be available for public inspection
and copying on request to the Committee’s Chairperson or the Chairperson’s designee.
C. Amendments
The bylaws may be amended at any time by a vote of a majority of Members present and
must have at least one vote from a Settling State Member and a Participating Subdivision
Member. In the event that there is a Quorum, but no Settling State or Participating
Subdivision Member is present, then a matter may pass with a simple majority vote.
FH11185097.1
EXHIBIT C
Litigating Subdivisions Exhibit
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Arab, City of, Alabama
4. Ashville, City of, Alabama
5. Athens, City of, Alabama
6. Attala, City of, Alabama
7. Auburn, City of, Alabama
8. Baldwin, County of, Alabama
9. Bessemer, City of, Alabama
10. Birmingham, City of, Alabama
11. Boaz, City of, Alabama
12. Brewton, City of, Alabama
13. Bridgeport, City of, Alabama
14. Brookwood, Town of, Alabama
15. Butler, Town of, Alabama
16. Calera, City of, Alabama
17. Calhoun, County of, Alabama
18. Camp Hill, Town of, Alabama
19. Centre, City of, Alabama
20. Centreville, City of, Alabama
21. Cedar Bluff, Town of, Alabama
22. Cherokee, Town of, Alabama
23. Clanton, City of, Alabama
24. Coffee, County of, Alabama
25. Columbiana, City of, Alabama
26. Cullman, City of, Alabama
27. Cullman, County of, Alabama
28. Dadeville, City of, Alabama
29. Dallas, County of, Alabama
30. Daphne, City of, Alabama
31. Decatur, City of, Alabama
32. Dora, City of, Alabama
33. Douglas, Town of, Alabama
34. East Brewton, City of, Alabama
35. Elmore, County of, Alabama
36. Enterprise, City of, Alabama
37. Etowah, County of/Etowah (Sheriff of) County of, Alabama
38. Fairhope, City of, Alabama
FH11185097.1
39. Florence, City of, Alabama
40. Foley, City of, Alabama
41. Fort Deposit, Town of, Alabama
42. Fort Payne, City of, Alabama
43. Fultondale, City of, Alabama
44. Gadsden, City of, Alabama
45. Geraldine, Town of, Alabama
46. Grant, Town of, Alabama
47. Graysville, City of, Alabama
48. Gilbertown, Town of, Alabama
49. Gulf Shores, City of, Alabama
50. Guntersville, City of, Alabama
51. Hartselle, City of, Alabama
52. Helena, City of, Alabama
53. Henagar, City of, Alabama
54. Homewood, City of, Alabama
55. Hoover, City of, Alabama
56. Huntsville, City of, Alabama
57. Irondale, City of, Alabama
58. Jasper, City of, Alabama
59. Jackson, County of, Alabama
60. Lauderdale, County of, Alabama
61. Leesburg, City of, Alabama
62. Leighton, Town of, Alabama
63. Lincoln City of, Alabama
64. Madison, County of, Alabama
65. Marion, County of, Alabama
66. Marshall County, Alabama
67. Millbrook, City of, Alabama
68. Mobile, County of, Alabama
69. Mobile County Board of Health, Alabama
70. Moody, City of, Alabama
71. Morgan, County of, Alabama
72. Munford, Town of, Alabama
73. New Hope, City of, Alabama
74. Northport, City of, Alabama
75. Oakman, Town of, Alabama
76. Opelika, City of, Alabama
77. Orange Beach, City of, Alabama
78. Pelham, City of, Alabama
79. Phenix City, City of, Alabama
80. Pickens, County of, Alabama
FH11185097.1
81. Piedmont, City of, Alabama
82. Pike, County of, Alabama
83. Prattville, City of, Alabama
84. Ragland, City of, Alabama
85. Rainbow City, City of, Alabama
86. Randolph, County of, Alabama
87. Red Bay, City of, Alabama
88. Roanoke, City of, Alabama
89. Robertsdale, City of, Alabama
90. Russellville, City of, Alabama
91. Saraland, City of, Alabama
92. Scottsboro, City of, Alabama
93. Selma, City of, Alabama
94. Semmes, City of, Alabama
95. Sheffield, City of, Alabama
96. Slocomb, City of, Alabama
97. Spanish Fort, City of, Alabama
98. Springville, City of, Alabama
99. Sumiton, City of, Alabama
100. Sylacauga, City of, Alabama
101. Talladega, County of, Alabama
102. Tallapoosa, County of, Alabama
103. Thomasville, City of, Alabama
104. Troy, City of, Alabama
105. Trussville, City of, Alabama
106. Tuscaloosa, City of, Alabama
107. Tuscaloosa, County of, Alabama
108. Vestavia Hills, City of, Alabama
109. Walker, County of, Alabama
110. West Blocton, Town of, Alabama
111. Wetumpka, City of, Alabama
112. Winston, County of, Alabama
113. Woodville, Town of, Alabama
114. Arizona Municipal Risk Retention Pool, Arizona
115. Cochise, County of, Arizona
116. Kingman, City of, Arizona
117. Maricopa, County of, Arizona
118. Mohave, County of, Arizona
119. Navajo, County of, Arizona
120. Phoenix, City of, Arizona
121. Pinal, County of, Arizona
122. Prescott, City of, Arizona
FH11185097.1
123. Yuma, County of, Arizona
124. Alameda, County of, California
125. Amador, County of, California
126. Butte, County of, California
127. Calaveras, County of, California
128. Chico, City of, California
129. Chula Vista, City of, California
130. Clearlake, City of, California
131. Costa Mesa, City of, California
132. Del Norte, County of, California
133. Dublin, City of, California
134. El Dorado, County of, California
135. Eureka, City of, California
136. Fresno, County of, California
137. Fullerton, City of, California
138. Humboldt, County of, California
139. Imperial, County of, California
140. Inyo, County of, California
141. La Hambra, City of, California
142. La Mesa, City of, California
143. Laguna Beach, City of, California
144. Lakeport, City of, California
145. Lassen, County of, California
146. Los Angeles, City of, California
147. Los Angeles, County of, California
148. Madera, County of, California
149. Marin, County of, California
150. Mariposa, County of, California
151. Mendocino, County of, California
152. Merced, County of, California
153. Modoc, County of, California
154. Mono, County of, California
155. Monterey, County of, California
156. Murrieta, City of, California
157. Nevada, County of, California
158. Oxnard, City of, California
159. Placentia, City of, California
160. Placer, County of, California
161. Plumas, County of, California
162. Riverside, County of, California
163. Sacramento, City of, California
164. Sacramento, County of, California
FH11185097.1
165. San Benito, County of, California
166. San Bernardino, County of, California
167. San Clemente, City of, California
168. San Diego, County of, California
169. San Luis Obispo, County of, California
170. San Francisco, City of, California
171. San Francisco, County of, California
172. San Jose, City of, California
173. San Mateo, County of, California
174. Santa Ana, City of, California
175. Santa Barbara, County of, California
176. Santa Cruz, County of, California
177. Santa Rosa, County of, California
178. Shasta, County of, California
179. Sonoma, County of, California
180. Sutter, County of, California
181. Tehama, County of, California
182. Trinity, County of, California
183. Tulare, County of, California
184. Tuolumne, County of, California
185. Ventura, County of, California
186. Westminster, City of, California
187. Yolo, County of, California
188. Yuba, County of, California
189. Adams, County of, Colorado
190. Alamosa, City of, Colorado
191. Alamosa, County of, Colorado
192. Arapahoe, County of, Colorado
193. Aurora, County of, Colorado
194. Black Haw, City of, Colorado
195. Boulder, County of, Colorado
196. Brighton, City of, Colorado
197. Broomfield, City of, Colorado
198. Broomfield, County of, Colorado
199. Chaffe, County of, Colorado
200. Commerce City, City of, Colorado
201. Conejos, County of, Colorado
202. Denver, City of, Colorado
203. Denver, County of, Colorado
204. Federal Heights, City of, Colorado
205. Fremont, County of, Colorado
206. Greeley, City of, Colorado
FH11185097.1
207. Hudson, Town of, Colorado
208. Jefferson, County of, Colorado
209. Lakewood, City of, Colorado
210. Larimer, County of, Colorado
211. Las Animas, County of, Colorado
212. Mesa, County of, Colorado
213. Northglenn, City of, Colorado
214. Otero, County of, Colorado
215. Pueblo, County of, Colorado
216. Sheridan, City of, Colorado
217. Thornton, City of, Colorado
218. Teller, County of, Colorado
219. Tri-County Health Department, Colorado
220. Westminster, City of, Colorado
221. Wheat Ridge, City of, Colorado
222. Enfield, Town of, Connecticut
223. Middletown, City of, Connecticut
224. Monroe, Town of, Connecitcut
225. Norwich, City of, Connecticut
226. Waterbury, City of, Connecticut
227. Wethersfield, Town of, Connecticut
228. Windham, Town of, Connecticut
229. Dover, City of, Delaware
230. Kent, County of, Delaware
231. Seaford, City of, Delaware
232. Sussex, County of, Delaware
233. Albany, City of, Georgia
234. Appling, County of, Georgia
235. Athens-Clarke, County of, Georgia
236. Atlanta, City of, Georgia
237. Augusta, City of, Georgia
238. Bainbridge, City of, Georgia
239. Baldwin, County of/Baldwin, (Sheriff of) County of, Georgia
240. Banks, County of, Georgia
241. Bartow, County of, Georgia
242. Bibb, County of/Bibb, (Sheriff of) County of, Georgia
243. Brantley, County of, Georgia
244. Buloch, County of, Georgia
245. Burke, County of, Georgia
246. Butts, County of, Georgia
247. Camden, County of, Georgia
248. Candler, County of, Georgia
FH11185097.1
249. Candler County Hospital Authority, Georgia
250. Carroll, County of, Georgia
251. Catoosa, County of, Georgia
252. Charlton, County of, Georgia
253. Cherokee, County of, Georgia
254. Clay, County of, Georgia
255. Clayton, County of, Georgia
256. Clinch, County of, Georgia
257. Clinch County Hospital Authority, Georgia
258. Cobb, County of, Georgia
259. Columbia, County of, Georgia
260. Columbus, City of, Georgia
261. Cook, County of, Georgia
262. Crisp, County of/Crisp, (Sheriff of) County of, Georgia
263. Dade, County of, Georgia
264. Dawson, County of, Georgia
265. Decatur, County of, Georgia
266. Dekalb, County of, Georgia
267. Dooly, County of, Georgia
268. Dougherty, County of, Georgia
269. Early, County of, Georgia
270. Effingham, County of, Georgia
271. Elbert, County of, Georgia
272. Emanuel, County of, Georgia
273. Evans, County of, Georgia
274. Fayette, County of, Georgia
275. Forsyth, County of, Georgia
276. Fulton, County of, Georgia
277. Gainesville, City of, Georgia
278. Glascock, County of, Georgia
279. Glynn, County of/Glynn, (Sheriff of) County of, Georgia
280. Grady, County of, Georgia
281. Greene, County of, Georgia
282. Gwinnett, County of, Georgia
283. Habersham, County of, Georgia
284. Hall, County of, Georgia
285. Hancock, County of, Georgia
286. Henry, County of, Georgia
287. Houston, County of/Houston (Sheriff of) County of, Georgia
288. Irwin, County of, Georgia
289. Jackson, County of, Georgia
290. Jasper, County of, Georgia
FH11185097.1
291. Jefferson, County of, Georgia
292. Johnson, County of, Georgia
293. Jones, County of/Jones, (Sheriff of) County of, Georgia
294. Laurens, County of, Georgia
295. Lee, County of, Georgia
296. Liberty, County of, Georgia
297. Lincoln, County of, Georgia
298. Long, County of, Georgia
299. Lowndes, County of, Georgia
300. Lumpkin, County of, Georgia
301. Macon Bibb, County of, Georgia
302. Madison, County of, Georgia
303. McDuffie, County of, Georgia
304. McIntosh, County of, Georgia
305. Milledgeville, City of, Georgia
306. Montgomery, County of, Georgia
307. Murray, County of, Murray, (Sheriff of) County of, Georgia
308. Newton, County of, Georgia
309. Oconee, County of, Georgia
310. Oglethorpe, County of, Georgia
311. Pike, County of, Georgia
312. Polk, County of, Georgia
313. Pulaski, County of, Georgia
314. Rabun, County of, Georgia
315. Randolph, County of, Georgia
316. Rockdale, County of, Georgia
317. Rome, City of, Georgia
318. Sandy Springs, City of, Georgia
319. Savannah, City of, Georgia
320. Screven, County of, Georgia
321. Seminole, County of, Georgia
322. Spalding, County of, Georgia
323. Springfield, County of, Georgia
324. Stephens, County of, Georgia
325. Sumter, County of, Georgia
326. Taliaferro, County of, Georgia
327. Tattnall, County of, Georgia
328. Tift, County of/Tift, (Sheriff of) County of, Georgia
329. Tifton, City of, Georgia
330. Toombs, County of, Georgia
331. Towns, County of, Georgia
332. Troup, County of, Georgia
FH11185097.1
333. Twiggs, County of, Georgia
334. Union, County of, Georgia
335. Walton, County of, Georgia
336. Ware, County of/Ware, (Sheriff of) County of, Georgia
337. Warren, County of, Georgia
338. Washington, County of, Georgia
339. Wayne, County of/Wayne, (Sheriff of) County of, Georgia
340. Wilkes, County of, Georgia
341. Worth, County of, Georgia
342. Kauai, County of, Hawaii
343. Adams, County of, Idaho
344. Blaine, County of, Idaho
345. Bingham, County of, Idaho
346. Boise, County of, Idaho
347. Bonneville, County of, Idaho
348. Camas, County of, Idaho
349. Canyon, County of, Idaho
350. Caribou, County of, Idaho
351. Cassia, County of, Idaho
352. Elmore, County of, Idaho
353. Gooding, County of, Idaho
354. Latah, County of, Idaho
355. Minidoka, County of, Idaho
356. Owyhee, County of, Idaho
357. Payette, County of, Idaho
358. Board of Education of Thornton Township High Schools, District 20, Illinois
359. Boone, County of, Illinois
360. Calhoun, County of, Illinois
361. Christian, County of, Illinois
362. Coles, County of, Illinois
363. Effingham, County of, Illinois
364. Franklin, County of, Illinois
365. Herrin, City of, Illinois
366. Jefferson, County of, Illinois
367. Johnson, County of, Illinois
368. Lee, County of, Illinois
369. Livingston, County of, Illinois
370. Marion, City of, Illinois
371. Marion, County of, Illinois
372. Massac, County of, Illinois
373. Metropolis, City of, Illinois
374. Rockford, City of, Illinois
FH11185097.1
375. Saline, County of, Illinois
376. Schuyler, County of, Illinois
377. Union, County of, Illinois
378. West Frankfort, City of, Illinois
379. Winnebago, County of, Illinois
380. Sangamon, County of, Illinois
381. Alexandria, City of, Indiana
382. Allen, County of, Indiana
383. Atlanta, Town of, Indiana
384. Beech Grove, City of, Indiana
385. Benton, County of, Indiana
386. Brownstown, Town of, Indiana
387. Chandler, Town of, Indiana
388. Danville, Town of, Indiana
389. Delaware, County of, Indiana
390. Elwood, City of, Indiana
391. Evansville, City of, Indiana
392. Fishers, City of, Indiana
393. Franklin, City of, Indiana
394. Franklin, County of, Indiana
395. Fort Wayne, City of, Indiana
396. Gary, City of, Indiana
397. Greenwood, City of, Indiana
398. Hammond, City of, Indiana
399. Harrison, County of, Indiana
400. Howard, County of, Indiana
401. Huntington, City of, Indiana
402. Indianapolis, City of, Indiana
403. Jackson, County of, Indiana
404. Jasper, City of, Indiana
405. Jeffersonville, City of, Indiana
406. Jennings, County of, Indiana
407. Lafayette, City of, Indiana
408. Lake, County of, Indiana
409. LaPorte, County of, Indiana
410. Lawrence, City of, Indiana
411. Lawrence, County of, Indiana
412. Logansport, City of, Indiana
413. Madison, County of, Indiana
414. Marshall, County of, Indiana
415. Martinsville, City of, Indiana
416. Mooresville, Town of, Indiana
FH11185097.1
417. Morgan, County of, Indiana
418. Muncie, City of, Indiana
419. New Albany, City of, Indiana
420. New Castle, City of, Indiana
421. Noblesville, City of, Indiana
422. Pendleton, Town of, Indiana
423. Peru, City of, Indiana
424. Plainfield, Town of, Indiana
425. Porter, County of, Indiana
426. Portland, City of, Indiana
427. Richmond, City of, Indiana
428. Ripley, County of, Indiana
429. St. Clair, County of, Indiana
430. St. Joseph, County of, Indiana
431. Sheridan, Town of, Indiana
432. South Bend, City of, Indiana
433. Starke, County of, Indiana
434. Terre Haute, City of, Indiana
435. Tippecanoe, County of, Indiana
436. Upland, Town of, Indiana
437. Vanderburgh, County of, Indiana
438. Vigo, County of, Indiana
439. West Lafayette, City of, Indiana
440. Westfield, City of, Indiana
441. Adair, County of, Iowa
442. Adams, County of, Iowa
443. Allamakee, County of, Iowa
444. Appanoose, County of, Iowa
445. Audubon, County of, Iowa
446. Benton, County of, Iowa
447. Black Hawk, County of, Iowa
448. Bremer, County of, Iowa
449. Buchanan, County of, Iowa
450. Buena Vista, County of, Iowa
451. Calhoun, County of, Iowa
452. Carroll, County of, Iowa
453. Cedar, County of, Iowa
454. Clay, County of, Iowa
455. Clayton, County of, Iowa
456. Clinton, County of, Iowa
457. Dallas, County of, Iowa
458. Delaware, County of, Iowa
FH11185097.1
459. Des Moines, County of, Iowa
460. Fayette, County of, Iowa
461. Hamilton, County of, Iowa
462. Hardin, County of, Iowa
463. Harrison, County of, Iowa
464. Howard, County of, Iowa
465. Humboldt, County of, Iowa
466. Jasper, County of, Iowa
467. Johnson, County of, Iowa
468. Lee, County of, Iowa
469. Lyon, County of, Iowa
470. Mahaska, County of, Iowa
471. Marion, County of, Iowa
472. Mitchell, County of, Iowa
473. Monroe, County of, Iowa
474. Montgomery, County of, Iowa
475. O’Brien, County of, Iowa
476. Plymouth, County of, Iowa
477. Polk, County of, Iowa
478. Pottawattamie, County of, Iowa
479. Sac, County of, Iowa
480. Scott, County of, Iowa
481. Shelby, County of, Iowa
482. Sioux, County of, Iowa
483. Tam, County of, Iowa
484. Taylor, County of, Iowa
485. Union, County of, Iowa
486. Winneshiek, County of, Iowa
487. Worth, County of, Iowa
488. Bourbon, County of, Kansas
489. Cherokee, County of, Kansas
490. Cowley, County of, Kansas
491. Finney, County of, Kansas
492. Ford, County of, Kansas
493. Harvey, County of, Kansas
494. Johnson, County of, Kansas
495. Leavenworth, County of, Kansas
496. Montgomery, County of, Kansas
497. Overland Park, City of, Kansas
498. Reno, County of, Kansas
499. Sedgwick, County of, Kansas
500. Seward, County of, Kansas
FH11185097.1
501. Wichita, City of, Kansas
502. Wyandotte, County of, Kansas
503. Bell, County of, Kentucky
504. Bellefonte, City of, Kentucky
505. Benham, City of, Kentucky
506. Boone, County of, Kentucky
507. Boyd, County of, Kentucky
508. Buckhorn, City of, Kentucky
509. Vullitt, County of, Kentucky
510. Campbell, County of, Kentucky
511. Christian, County of, Kentucky
512. Clark, County of, Kentucky
513. Covington, City of, Kentucky
514. Edmonson, County of, Kentucky
515. Estill, County of, Kentucky
516. Estill County Emergency Medical Services, Kentucky
517. Florence, City of, Kentucky
518. Franklin, County of, Kentucky
519. Grayson, City of, Kentucky
520. Greenup, City of, Kentucky
521. Harlan, City of, Kentucky
522. Henderson, City of, Kentucky
523. Henderson, County of, Kentucky
524. Hopkins, County of, Kentucky
525. Hyden, City of, Kentucky
526. Jenkins, City of, Kentucky
527. Jessamine, County of, Kentucky
528. Kenton, County of, Kentucky
529. Kentucky River District Health Department, Kentucky
530. Knott, County of, Kentucky
531. Knox, County of, Kentucky
532. Lawrence, County of, Kentucky
533. Lexington-Fayette, County of, Kentucky
534. Louisville/Jefferson, County of, Kentucky
535. London, City of, Kentucky
536. Loyall, City of, Kentucky
537. Lynch, City of, Kentucky
538. Madison, County of, Kentucky
539. Manchester, City of, Kentucky
540. Morehead, City of, Kentucky
541. Oldham, County of, Kentucky
542. Owsley, County of, Kentucky
FH11185097.1
543. Pike, County of, Kentucky
544. Pineville, City of, Kentucky
545. Pippa Passes, City of, Kentucky
546. Pulaski, County of, Kentucky
547. Russell, City of, Kentucky
548. Scott, County of, Kentucky
549. Shelby, County of, Kentucky
550. South Shore, City of, Kentucky
551. Vanceburg, City of, Kentucky
552. Warren, County of, Kentucky
553. Whitesburg, City of, Kentucky
554. Whitley, County of, Kentucky
555. Winchester, City of, Kentucky
556. Worthington, City of, Kentucky
557. Acadia-St. Landry Hospital Service District, Louisiana
558. Alexandria, City of, Louisiana
559. Allen, Parish of, Louisiana
560. Ascension, Parish of/Ascension (Sheriff of) Parish of, Louisiana
561. Ascension Parish School Board, Louisiana
562. Assumption, Parish of/Assumption (Sheriff of) Parish of, Louisiana
563. Avoyelles, Parish of/Avoyelles, (Sheriff of) Parish of, Louisiana
564. Baldwin, Town of, Louisiana
565. Bastrop, City of, Louisiana
566. Baton Rouge, City of, Louisiana
567. Bearegard, Parish of, Louisiana
568. Benton Fire Protection District No. 4, Louisiana
569. Berwick, Town of, Louisiana
570. Bogalusa, City of, Louisiana
571. Bossier, City of, Louisiana
572. Bossier, Parish of, Louisiana
573. Caddo, Parish of, Louisiana
574. Caddo Fire Protection District No. 1, Louisiana
575. Calcasieu, Parish of, Louisiana
576. Delhi, Town of, Louisiana
577. Desoto Fire Protection District No. 8, Louisiana
578. Donaldsonville, City of, Louisiana
579. East Baton Rouge, Parish of/East Baton Rouge (Sheriff of) Parish of, Louisiana
580. East Carroll, Parish of/East Carroll, (Sheriff of) Parish of, Louisiana
581. Eunice, City of, Louisiana
582. Evangeline, Parish of/Evangeline, (Sheriff of) Parish of, Louisiana
583. Ferriday, Town of, Louisiana
584. Franklin, City of, Louisiana
FH11185097.1
585. Gramercy, Town of, Louisiana
586. Grant, Parish of/Grant, (Sheriff of) Parish of, Louisiana
587. Iberia, Parish of/Iberia, (Sheriff of) Parish of, Louisiana
588. Iberia Parish School Board, Louisiana
589. Jefferson, Parish of, Louisiana
590. Jefferson Davis, Parish of/ Jefferson Davis, (Sheriff of) Parish of, Louisiana
591. Jefferson Parish Hospital Service District No. 1, Louisiana
592. Jefferson Parish Hospital Service District No. 2, Louisiana
593. Kenner, City of, Louisiana
594. Lafayette, Parish of/Lafayette, (Sheriff of) Parish of, Louisiana
595. Lafourche, Parish of, Louisiana
596. Lafourche Parish School Board, Louisiana
597. Lake Charles, City of, Louisiana
598. Lake Providence, Town of, Louisiana
599. Lutcher, Town of, Louisiana
600. Madisonville, Town of, Louisiana
601. Mandeville, City of, Louisiana
602. Monroe, City of, Louisiana
603. Morehouse, Parish of/Morehouse, (Sheriff of) Parish of, Louisiana
604. Natchitoches, City of, Louisiana
605. New Iberia, City of, Louisiana
606. New Orleans, City of, Louisiana
607. North Caddo Hospital Service District, Louisiana
608. Opelousas, City of, Louisiana
609. Orleans, Parish of, Louisiana
610. Ouchita, Parish of/Ouchita, (Sheriff of) Parish of, Louisiana
611. Patterson, City of Louisiana
612. Pearl River, Town of, Louisiana
613. Pineville, City of, Louisiana
614. Rapides, Parish of/Rapides, (Sheriff of) Parish of, Louisiana
615. Red River, Parish of, Louisiana
616. Red River Fire Protection District, Louisiana
617. Richland, Parish of/Richland, (Sheriff of) Parish of, Louisiana
618. Richwood, Town of, Louisiana
619. Sabine, Parish of/Sabine, (Sheriff of) Parish of, Louisiana
620. St. Bernard, Parish of/St. Bernard (Sheriff of) Parish of, Louisiana
621. St. Bernard Parish School Board, Louisiana
622. St. Charles, Parish of/St. Charles (Sheriff of) Parish of, Louisiana
623. St. James, Parish of, Louisiana
624. St. James Parish School Board, Louisiana
625. St. John the Baptist, Parish of, Louisiana
626. St. Martin, Parish of, Louisiana
FH11185097.1
627. St. Martinville, City of, Louisana
628. St. Mary, Parish of/St. Mary (Sheriff of) Parish of, Louisiana
629. St. Mary Parish School Board, Louisiana
630. St. Landry, Parish of/St. Landry, (Sheriff of) Parish of, Louisiana
631. St. Tammany, Parish of/St. Tammany (Sheriff of) Parish of, Louisiana
632. St. Tammany Fire Protection District No. 1, Louisiana
633. St. Tammany Fire Protection District No. 2, Louisiana
634. St. Tammany Fire Protection District No. 3, Louisiana
635. St. Tammany Fire Protection District No. 4, Louisiana
636. St. Tammany Fire Protection District No. 5, Louisiana
637. St. Tammany Fire Protection District No. 12, Louisiana
638. St. Tammany Fire Protection District No. 13, Louisiana
639.
640. St. Tammany Parish Coroner’s Office
641. Slidell, City of, Louisiana
642. Vermillion, Parish of, Louisiana
643. Vernon, Parish of/Vernon, (Sheriff of) Parish of, Louisiana
644. Washington, Parish of/Washington (Sheriff of) Parish of, Louisiana
645. Webster, Parish of, Louisiana
646. West Ascension Parish Hospital Service District, Louisiana
647. West Baton Rouge, Parish of, Louisiana
648. West Baton Rouge Fire Protection District No. 1, Louisiana
649. West Carroll, Parish of/West Carroll, (Sheriff of) Parish of, Louisiana
650. West Monroe, City of, Louisiana
651. Winn, Parish of, Louisiana
652. Androscoggin, County of, Maine
653. Aroostook, County of, Maine
654. Auburn, City of, Maine
655. August, City of, Maine
656. Bangor, City of, Maine
657. Biddeford, City of, Maine
658. Calais, City of, Maine
659. Cumberland, County of, Maine
660. Kennebec, County of, Maine
661. Knox, County of, Maine
662. Lewiston, City of, Maine
663. Lincoln, County of, Maine
664. Penobscot, County of, Maine
665. Portland, City of, Maine
666. Rockland, City of, Maine
667. Saco, City of, Maine
668. Sagadahoc, County of, Maine
FH11185097.1
669. Sanford, City of, Maine
670. Somerset, County of, Maine
671. Waldo, County of, Maine
672. Washington, County of, Maine
673. Waterville, City of, Maine
674. York, County of, Maine
675. Anne Arundel, County of, Maryland
676. Aberdeen, City of, Maryland
677. Baltimore, City of, Maryland
678. Bel Air, City of, Maryland
679. Berlin, City of, Maryland
680. Calvert, County of, Maryland
681. Cambridge, City of, Maryland
682. Cecil, County of, Maryland
683. Charles, County of, Maryland
684. Charlestown, City of, Maryland
685. Dorchester, County of, Maryland
686. Grantsville, City of, Maryland
687. Hagerstown, City of, Maryland
688. Harford, County of, Maryland
689. Havre de Grace, City of, Maryland
690. Howard, County of, Maryland
691. Laurel, City of, Maryland
692. Mountain Lake Park, City of, Maryland
693. North East, City of, Maryland
694. Oakland, City of, Maryland
695. Perryville, City of, Maryland
696. Prince George’s, County of, Maryland
697. Seat Pleasant, City of, Maryland
698. Somerset, County of, Maryland
699. St. Mary’s, County of, Maryland
700. Vienna, City of, Maryland
701. Washington, County of, Maryland
702. Wicomico, County of, Maryland
703. Acushnet, Town of, Massachusetts
704. Agawam, Town of, Massachusetts
705. Amesbury, City of, Massachusetts
706. Andover, Town of, Massachusetts
707. Aquinnah, Town of, Massachusetts
708. Athol, Town of, Massachusetts
709. Auburn, Town of, Massachusetts
710. Ayer, Town of, Massachusetts
FH11185097.1
711. Barnstable, Town of, Massachusetts
712. Belchertown, Town of, Massachusetts
713. Beverly, City of, Massachusetts
714. Billerica, Town of, Massachusetts
715. Boston, City of, Massachusetts
716. Boston Public Health Commission, Massachusetts
717. Boston Housing Authority, Massachusetts
718. Braintree, Town of, Massachusetts
719. Brewster, Town of, Massachusetts
720. Bridgewater, Town of, Massachusetts
721. Brockton, City of, Massachusetts
722. Brookline, Town of, Massachusetts
723. Cambridge, City of, Massachusetts
724. Canton, Town of, Massachusetts
725. Carver, Town of, Massachusetts
726. Charlton, Town of, Massachusetts
727. Chelmsford, Town of, Massachusetts
728. Chelsea, City of, Massachusetts
729. Chicopee, City of, Massachusetts
730. Clarksburg, Town of, Massachusetts
731. Clinton, Town of, Massachusetts
732. Danvers, Town of, Massachusetts
733. Dedham, Town of, Massachusetts
734. Dennis, Town of, Massachusetts
735. Douglas, Town of, Massachusetts
736. Dudley, Town of, Massachusetts
737. East Bridgewater, Town of, Massachusetts
738. Eastham, Town of, Massachusetts
739. Easthampton, City of, Massachusetts
740. Easton, Town of, Massachusetts
741. Everett, City of, Massachusetts
742. Fairhaven, Town of, Massachusetts
743. Fall River, City of, Massachusetts
744. Falmouth, Town of, Massachusetts
745. Fitchburg, City of, Massachusetts
746. Framingham, City of, Massachusetts
747. Freetown, Town of, Massachusetts
748. Georgetown, Town of, Massachusetts
749. Gloucester, City of, Massachusetts
750. Grafton, Town of, Massachusetts
751. Greenfield, City of, Massachusetts
752. Hanson, Town of, Massachusetts
FH11185097.1
753. Haverhill, City of, Massachusetts
754. Holliston, Town of, Massachusetts
755. Holyoke, City of, Massachusetts
756. Hopedale, Town of, Massachusetts
757. Hull, Town of, Massachusetts
758. Kingston, Town of, Massachusetts
759. Lakeville, Town of, MassachusettsLeicester, Town of, Massachusetts
760. Leominster, City of, Massachusetts
761. Leverett, Town of, Massachusetts
762. Longmeadow, Town of, Massachusetts
763. Lowell, City of, Massachusetts
764. Ludlow, Town of, Massachusetts
765. Lunenberg, Town of, Massachusetts
766. Lynnfield, City of, Massachusetts
767. Lynn, City of, Massachusetts
768. Malden, City of, Massachusetts
769. Marblehead, Town of, Massachusetts
770. Marshfield, Town of, Massachusetts
771. Mashpee, Town of, Massachusetts
772. Mattapoisett, Town of, Massachusetts
773. Medford, City of, Massachusetts
774. Melrose, City of, Massachusetts
775. Methuen, City of, Massachusetts
776. Middleborough, Town of, Massachusetts
777. Milford, Town of, Massachusetts
778. Millbury, Town of, Massachusetts
779. Millis, Town of, Massachusetts
780. Natick, Town of, Massachusetts
781. New Bedford, City of, Massachusetts
782. Newburyport, City of, Massachusetts
783. North Andover, Town of, Massachusetts
784. North Attleborough, Town of, Massachusetts
785. North Reading, Town of, Massachusetts
786. Northampton, City of, Massachusetts
787. Northbridge, Town of, Massachusetts
788. Norton, Town of, Massachusetts
789. Norwell, Town of, Massachusetts
790. Norwood, Town of, Massachusetts
791. Orange, Town of, Massachusetts
792. Oxford, Town of, Massachusetts
793. Palmer, Town of, Massachusetts
794. Peabody, City of, Massachusetts
FH11185097.1
795. Pembroke, Town of, Massachusetts
796. Plainville, Town of, Massachusetts
797. Plymouth, Town of, Massachusetts
798. Provincetown, Town of, Massachusetts
799. Quincy, City of, Massachusetts
800. Randolph, Town of, Massachusetts
801. Rehoboth, Town of, Massachusetts
802. Revere, City of, Massachusetts
803. Rockland, Town of, Massachusetts
804. Salem, City of, Massachusetts
805. Salisbury, Town of, Massachusetts
806. Sandwich, Town of, Massachusetts
807. Scituate, Town of, Massachusetts
808. Seekonk, Town of, Massachusetts
809. Sheffield, Town of, Massachusetts
810. Shirley, Town of, Massachusetts
811. Somerset, Town of, Massachusetts
812. Somerville, City of, Massachusetts
813. South Hadley, Town of, Massachusetts
814. Southbridge, Town of, Massachusetts
815. Spencer, Town of, Massachusetts
816. Springfield, City of, Massachusetts
817. Stoneham, Town of, Massachusetts
818. Stoughton, Town of, Massachusetts
819. Sturbridge, Town of, Massachusetts
820. Sudbury, Town of, Massachusetts
821. Sutton, Town of, Massachusetts
822. Swampscott, Town of, Massachusetts
823. Templeton, Town of, Massachusetts
824. Tewksbury, Town of, Massachusetts
825. Truro, Town of, Massachusetts
826. Tyngsborough, Town of, Massachusetts
827. Upton, Town of, Massachusetts
828. Wakefield, Town of, Massachusetts
829. Walpole, Town of, Massachusetts
830. Ware, Town of, Massachusetts
831. Warren, Town of, Massachusetts
832. Watertown, Town of, Massachusetts
833. Wellfleet, Town of, Massachusetts
834. West Boylston, Town of, Massachusetts
835. West Bridgewater, Town of, Massachusetts
836. West Springfield, Town of, Massachusetts
FH11185097.1
837. Westborough, Town of, Massachusetts
838. Westford, Town of, Massachusetts
839. Weymouth, Town of, Massachusetts
840. Williamsburg, Town of, Massachusetts
841. Wilmington, Town of, Massachusetts
842. Winchendon, Town of, Massachusetts
843. Winthrop, Town of, Massachusetts
844. Woburn, City of, Massachusetts
845. Worcester, City of, Massachusetts
846. Alcona, County of, Michigan
847. Alger, County of, Michigan
848. Alpena, County of, Michigan
849. Antrim, County of, Michigan
850. Arenac, County of, Michigan
851. Baraga, County of, Michigan
852. Bay, County of, Michigan
853. Benzie, County of, Michigan
854. Berrien, County of, Michigan
855. Branch, County of, Michigan
856. Calhoun, County of, Michigan
857. Canton, Charter Township of, Michigan
858. Cass, County of, Michigan
859. Charlevoix, County of, Michigan
860. Chippewa, County of, Michigan
861. Clinton, Charter Township of, Michigan
862. County of, Michigan
863. Crawford, County of, Michigan
864. Delta, County of, Michigan
865. Detroit, City of, Michigan
866. Dickinson, County of, Michigan
867. East Lansing, City of, Michigan
868. Eaton, County of, Michigan
869. Escanaba, City of, Michigan
870. Genesee, County of, Michigan
871. Grand Rapids, City of, Michigan
872. Grand Traverse, County of, Michigan
873. Gratiot, County of, Michigan
874. Hillsdale, County of, Michigan
875. Houghton, County of, Michigan
876. Huron, Charter Township of, Michigan
877. Ingham, County of, Michigan
878. Ionia, County of, Michigan
FH11185097.1
879. Iosco, County of, Michigan
880. Iron, County of, Michigan
881. Iron Mountain, City of, Michigan
882. Isabella County of, Michigan
883. Jackson, City of, Michigan
884. Kalamazoo, County of, Michigan
885. Kent, County of, Michigan
886. Lake, County of, Michigan
887. Lansing, City of, Michigan
888. Leelanau, County of, Michigan
889. Lenawee, County of, Michigan
890. Livingston, County of, Michigan
891. Livonia, City of, Michigan
892. Luce, County of, Michigan
893. Macomb, County of, Michigan
894. Manistee, County of, Michigan
895. Marquette, County of, Michigan
896. Mason, County of, Michigan
897. Monroe, County of, Michigan
898. Montcalm, County of, Michigan
899. Montmorency, County of, Michigan
900. Muskegon, County of, Michigan
901. Newaygo, County of, Michigan
902. Northville, Charter Township of, Michigan
903. Oakland, County of, Michigan
904. Oceana, County of, Michigan
905. Ogemaw, County of, Michigan
906. Ontonogon, County of, Michigan
907. Osceola, County of, Michigan
908. Otsego, County of, Michigan
909. Pittsfield, Charter Township of, Michigan
910. Pontiac, City of, Michigan
911. Presque Isle, County of, Michigan
912. Romulus, City of, Michigan
913. Roscommon, County of, Michigan
914. Saginaw, County of, Michigan
915. St. Clair, County of, Michigan
916. Sanilac, County of, Michigan
917. Sault Ste. Marie, City of, Michigan
918. Shiawasee, County of, Michigan
919. Traverse City, City of, Michigan
920. Tuscola, County of, Michigan
FH11185097.1
921. Van Buren, Charter Township of, Michigan
922. Washtenaw, County of, Michigan
923. Wayne, City of, Michigan
924. Wayne, County of, Michigan
925. Westland, County of, Michigan
926. Wexford, County of, Michigan
927. Anoka, County of, Minnesota
928. Dakota, County of, Minnesota
929. Douglas, County of, Minnesota
930. Hennepin, County of, Minnesota
931. McLeod, County of, Minnesota
932. Minneapolis, City of, Minnesota
933. Morrison, County of, Minnesota
934. Mower, County of, Minnesota
935. Ramsey, County of, Minnesota
936. St. Paul, City of, Minnesota
937. Sibley, County of, Minnesota
938. Washington, County of, Minnesota
939. Winona, County of, Minnesota
940. Adams, County of, Mississippi
941. Amite, County of, Mississippi
942. Amory, City of, Mississippi
943. Arcola, Town of, Mississippi
944. Bolivar, County of, Mississippi
945. Brookhaven, City of, Mississippi
946. Clarksdale, City of, Mississippi
947. Columbia, City of, Mississippi
948. Covington, County of, Mississippi
949. Desoto, County of, Mississippi
950. Forrest, County of, Mississippi
951. Greenwood, City of, Mississippi
952. Grenada, City of, Mississippi
953. Grenada, County of, Mississippi
954. Gulfport, City of, Mississippi
955. Harrison, County of, Mississippi
956. Hattiesburg, City of, Mississippi
957. Hinds, County of, Mississippi
958. Holly Springs, City of, Mississippi
959. Indianola, City of, Mississippi
960. Issaquena, County of, Mississippi
961. Jackson, City of, Mississippi
962. Jonestown, City of, Mississippi
FH11185097.1
963. Lafayette, County of, Mississippi
964. Laurel, City of, Mississippi
965. Leflore, County of, Mississippi
966. Lincoln, County of, Mississippi
967. Long Beach, City of, Mississippi
968. Luka, City of, Mississippi
969. Lumberton, City of, Mississippi
970. Madison, County of, Mississippi
971. Marion, County of, Mississippi
972. Meridian, City of, Mississippi
973. Monroe, County of, Mississippi
974. Mound Bayou, City of, Mississippi
975. Neshoba, County of, Mississippi
976. New Albany, City of, Mississippi
977. Pascagoula, City of, Mississippi
978. Pearl River, County of, Mississippi
979. Philadelphia, City of, Mississippi
980. Scott, County of, Mississippi
981. Shelby, County of, Mississippi
982. Stone, County of, Mississippi
983. Summit, Town of, Mississippi
984. Union, County of, Mississippi
985. Washington, County of, Mississippi
986. Audrain, County of, Missouri
987. Boone, County of, Missouri
988. Buchanan, County of, Missouri
989. Butler, County of, Missouri
990. Callaway, County of, Missouri
991. Camden, County of, Missouri
992. Cape Girardeau, County of, Missouri
993. Cass, County of, Missouri
994. Charlton, County of, Missouri
995. Christian, County of, Missouri
996. Cole, County of, Missouri
997. Douglas, County of, Missouri
998. Franklin, County of, Missouri
999. Gasconade, County of, Missouri
1000. Greene, County of, Missouri
1001. Harrisonville, City of, Missouri
1002. Howell, County of, Missouri
1003. Independence, City of, Missouri
1004. Iron, County of, Missouri
FH11185097.1
1005. Jackson, County of, Missouri
1006. Jasper, County of, Missouri
1007. Jefferson, County of, Missouri
1008. Johnson, County of, Missouri
1009. Joplin, City of, Missouri
1010. Kansas City, City of, Missouri
1011. Knox, County of, Missouri
1012. Lewis, County of, Missouri
1013. Lincoln, County of, Missouri
1014. Livingston, County of, Missouri
1015. Madison, County of, Missouri
1016. Maries, County of, Missouri
1017. Miller, County of, Missouri
1018. Moniteau, County of, Missouri
1019. Montgomery, County of, Missouri
1020. Nodaway, County of, Missouri
1021. Osage, County of, Missouri
1022. Ozark, County of, Missouri
1023. Pemiscot, County of, Missouri
1024. Perry, County of, Missouri
1025. Pettis, County of, Missouri
1026. Phelps, County of, Missouri
1027. Pulaski, County of, Missouri
1028. Randolph, County of, Missouri
1029. Reynolds, County of, Missouri
1030. Ripley, County of, Missouri
1031. St. Charles, County of, Missouri
1032. St. Francois, County of, Missouri
1033. Ste. Genevieve, County of, Missouri
1034. St. Joseph, City of, Missouri
1035. St. Louis, County of, Missouri
1036. Schuyler, County of, Missouri
1037. Scott, County of, Missouri
1038. Sedalia, City of, Missouri
1039. Shannon, County of, Missouri
1040. Shelby, County of, Missouri
1041. Stone, County of, Missouri
1042. Taney, County of, Missouri
1043. Texas, County of, Missouri
1044. Warren, County of, Missouri
1045. Washington, County of, Missouri
1046. Webster, County of, Missouri
FH11185097.1
1047. Wright, County of, Missouri
1048. Anaconda-Deer Lodge, County of, Montana
1049. Cascade, County of, Montana
1050. Gallatin, County of, Montana
1051. Great Falls, City of, Montana
1052. Lake, County of, Montana
1053. Missoula, City of, Montana
1054. Missoula, County of, Montana
1055. Douglas, County of, Nebraska
1056. Knox, County of, Nebraska
1057. Lincoln, County of, Nebraska
1058. Sarpy, County of, Nebraska
1059. South Sioux City, City of, Nebraska
1060. Carson City, City of, Nevada
1061. Churchill, County of, Nevada
1062. Clark, County of, Nevada
1063. Douglas, County of, Nevada
1064. Esmeralda, County of, Nevada
1065.
1066. Henderson, City of, Nevada
1067. Las Vegas, City of, Nevada
1068. North Las Vegas, City of, Nevada
1069. Nye, County of, Nevada
1070. Sparks, City of, Nevada
1071. Washoe, County of, Nevada
1072. West Wendover, City of, Nevada
1073. Belknap, County of, New Hampshire
1074. Belmont, City of, New Hampshire
1075. Berlin, City of, New Hampshire
1076. Carroll, County of, New Hampshire
1077. Cheshire, County of, New Hampshire
1078. Claremont, City of, New Hampshire
1079. Concord, City of, New Hampshire
1080. Coos, County of, New Hampshire
1081. Derry, Town of, New Hampshire
1082. Franklin, City of, New Hampshire
1083. Grafton, County of, New Hampshire
1084. Hillsborough, County of, New Hampshire
1085. Laconia, City of, New Hampshire
1086. Londonderry, Town of, New Hampshire
1087. Manchester, City of, New Hampshire
1088. Merrimack, County of, New Hampshire
FH11185097.1
1089. Nashua, City of, New Hampshire
1090. Rochester, City of, New Hampshire
1091. Rockingham, County of, New Hampshire
1092. Strafford, County of, New Hampshire
1093. Sullivan, County of, New Hampshire
1094. Atlantic, County of, New Jersey
1095. Barnegat, Township of, New Jersey
1096. Bayonne, City of, New Jersey
1097. Bergen, County of, New Jersey
1098. Brick, Township of, New Jersey
1099. Burlington, County of, New Jersey
1100. Camden, County of, New Jersey
1101. Clifton, City of, New Jersey
1102. Clinton, Town of, New Jersey
1103. Elizabeth, City of, New Jersey
1104. Essex, County of, New Jersey
1105. Hudson, County of, New Jersey
1106. Hunterdon, County of, New Jersey
1107. Jersey City, City of, New Jersey
1108. Newark, City of, New Jersey
1109. Ocean, County of, New Jersey
1110. Paramus, Borough of, New Jersey
1111. Passaic, County of, New Jersey
1112. Paterson, City of, New Jersey
1113. Ridgefield, Borough of, New Jersey
1114. Saddle Brook, Township of, New Jersey
1115. Sussex, County of, New Jersey
1116. Trenton, City of, New Jersey
1117.
1118. Hunterdon, County of, New Jersey
1119. Vineland, City of, New Jersey
1120. Alamogordo, City of, New Mexico
1121. Albuquerque, City of, New Mexico
1122. Bernalillo, County of, New Mexico
1123. Catron, County of, New Mexico
1124. Cibola, County of, New Mexico
1125. Colfax, County of, New Mexico
1126. Curry, County of, New Mexico
1127. Dona Ana, County of, New Mexico
1128. Eddy, County of, New Mexico
1129. Espanola, City of, New Mexico
1130. Grant, County of, New Mexico
FH11185097.1
1131. Hidalgo, County of, New Mexico
1132. Hobbs, City of, New Mexico
1133. Las Cruces, City of, New Mexico
1134. Lea, County of, New Mexico
1135. Lincoln, County of, New Mexico
1136. Luna, County of, New Mexico
1137. McKinley, County of, New Mexico
1138. Mora, County of, New Mexico
1139. Otero, County of, New Mexico
1140. Rio Arriba, County of, New Mexico
1141. Roosevelt, County of, New Mexico
1142. San Juan, County of, New Mexico
1143. San Miguel, County of, New Mexico
1144. Sandoval, County of, New Mexico
1145. Santa Fe, City of, New Mexico
1146. Santa Fe, County of, New Mexico
1147. Sierra, County of, New Mexico
1148. Socorro, County of, New Mexico
1149. Taos, County of, New Mexico
1150. Torrance, County of, New Mexico
1151. Union, County of, New Mexico
1152. Valencia, County of, New Mexico
1153. Albany, City of, New York
1154. Albany, County of, New York
1155. Alleghany, County of, New York
1156. Amityville, Village of, New York
1157. Amsterdam, City of, New York
1158. Auburn, City of, New York
1159. Babylon, Town of, New York
1160. Babylon, Incorporated Village of, New York
1161. Bellmore fire District, New York
1162. Bellport, Village of, New York
1163. Branch, Village of, New York
1164. Brookhaven, Town of, New York
1165. Broome, County of, New York
1166. Buffalo, City of, New York
1167. Centereach Fire District, New York
1168. Centerport Fire District, New York
1169. Clarkstown, Town of, New York
1170. Clinton, County of, New York
1171. Columbia, County of, New York
1172. Dutchess, County of, New York
FH11185097.1
1173. East Hampton, Village of, New York
1174. East Rockaway, Incorporated Village of, New York
1175. Erie, County of, New York
1176. Farmingdale, Incorporated Village of, New York
1177. Floral Park, Incorporated Village of, New York
1178. Franklin, County of, New York
1179. Friendship Engine & Hose Company, New York
1180. Fulton, County of, New York
1181. Garden City, Incorporated Village of, New York
1182. Genesee, County of, New York
1183. Geneva, City of, New York
1184. Great Neck, Village of, New York
1185. Greene, County of, New York
1186. Greenport, Village of, New York
1187. Hamilton, County of, New York
1188. Hauppauge Fire District, New York
1189. Hempstead, Incorporated Village of, New York
1190. Herkimer, County of, New York
1191. Herkimer, Village of, New York
1192. Huntington, Town of, New York
1193. Ithaca, City of, New York
1194. Islandia, Incorporated Village of, New York
1195. Islip, Town of, New York
1196. Islip Terrace Fire District, New York
1197. Jefferson, County of, New York
1198. Kingston, City of, New York
1199. Lackawanna, City of, New York
1200. Lake Grove, Incorporated Village of, New York
1201. Lawrence, Incorporated Village of, New York
1202. Levittown Fire District, New York
1203. Lewis, County of, New York
1204. Lindenhurst, Incorporated Village of, New York
1205. Lloyd Harbor, Incorporated Village of, New York
1206. Long Beach, City of, New York
1207. Lynbrook, Incorporated Village of, New York
1208. Massapequa Park, Incorporated Village of, New York
1209. Medford Volunteer Ambulance, New York
1210. Melville Fire District, New York
1211. Mill Neck, Incorporated Village of, New York
1212. Miller Place Fire District, New York
1213. Monroe, County of, New York
1214. Montgomery, County of, New York
FH11185097.1
1215. Mount Sinai Fire District, New York
1216. Nesconset Fire District, New York
1217. New Hyde Park, Incorporated Village of, New York
1218. New York, City of, New York
1219. Niagara, County of, New York
1220. Nissequogue, Incorporated Village of, New York
1221. North Hempstead, Town of, New York
1222. North Merrick Fire District, new York
1223. North Patchogue Fire District, New York
1224. Northport, Incorporated Village of, New York
1225. Ogdensburg, City of, New York
1226. Old Westbury, Incorporated Village of, New York
1227. Oneida, County of, New York
1228. Onondaga, County of, New York
1229. Ontario, County of, New York
1230. Orange, County of, New York
1231. Orangetown, Town of, New York
1232. Oswego, County of, New York
1233. Oyster Bay, Town of, New York
1234. Patchogue, Incorporated Village of, New York
1235. Plattsburgh, City of, New York
1236. Poquott, Incorporated Village of, New York
1237. Port Washington, Incorporated Village of, New York
1238. Port Washington Water District, New York
1239. Poughkeepsie, City of, New York
1240. Poughkeepsie, Town of, New York
1241. Ramapo, Town of, New York
1242. Rensselaer, County of, New York
1243. Ridge Fire District, New York
1244. Riverhead, Town of, New York
1245. Rochester, City of, New York
1246. Rockland, County of, New York
1247. Rosalyn Water District, New York
1248. Rome, City of, New York
1249. St. James Fire District, New York
1250. St. Lawrence, County of, New York
1251. Saratoga, County of, New York
1252. Saratoga Springs, City of, New York
1253. Schenectady, City of, New York
1254. Schenectady, County of, New York
1255. Schoharie, County of, New York
1256. Schuyler, County of, New York
FH11185097.1
1257. Seneca, County of, New York
1258. Smithtown, Town of, New York
1259. Smithtown Fire District, New York
1260. South Farmingdale Fire District, New York
1261. Southampton, Town of, New York
1262. Southold, Town of, New York
1263. Steuben, County of, New York
1264. Stewart Manor, Village of, New York
1265. Stony Brook Fire District, New York
1266. Stony Point, Town of, New York
1267. Suffern, Village of, New York
1268. Sullivan, County of, New York
1269. Syracuse, City of, New York
1270. Tompkins, County of, New York
1271. Troy, City of, New York
1272. Uniondale Fire District, New York
1273. Utica, City of, New York
1274. Valley Stream, Incorporated Village of, New York
1275. Washington, County of, New York
1276. West Hampton Dunes, Incorporated Village of, New York
1277. West Haverstraw, Village of, New York
1278. Westbury, Incorporated Village of, New York
1279. Westchester, County of, New York
1280. Wyoming, County of, New York
1281. Yonkers, City of, New York
1282. Alamance, County of, North Carolina
1283. Alleghany, County of, North Carolina
1284. Beaufort, County of, North Carolina
1285. Brunswick, County of, North Carolina
1286. Buncombe, County of, North Carolina
1287. Burke, County of, North Carolina
1288. Caldwell, County of, North Carolina
1289. Cabarrus, County of, North Carolina
1290. Camden, County of, North Carolina
1291. Carteret, County of, North Carolina
1292. Catawba, County of, North Carolina
1293. Cherokee, County of, North Carolina
1294. Cleveland, County of, North Carolina
1295. Columbus, County of, North Carolina
1296. Craven, County of, North Carolina
1297. Cumberland, County of, North Carolina
1298. Dare, County of, North Carolina
FH11185097.1
1299. Davidson, County of, North Carolina
1300. Davie, County of, North Carolina
1301. Duplin, County of, North Carolina
1302. Durham, County of, North Carolina
1303. Fayetteville, City of, North Carolina
1304. Forsyth, County of, North Carolina
1305. Franklin, County of, North Carolina
1306. Gaston, County of, North Carolina
1307. Granville, County of, North Carolina
1308. Greene, County of, North Carolina
1309. Greensboro, City of, North Carolina
1310. Guilford, County of, North Carolina
1311. Halifax, County of, North Carolina
1312. Haywood, County of, North Carolina
1313. Henderson, City of, North Carolina
1314. Hickory, City of, North Carolina
1315. Iredell, County of, North Carolina
1316. Jacksonville, City of, North Carolina
1317. Lee, County of, North Carolina
1318. Lenoir, County of, North Carolina
1319. Lincoln, County of, North Carolina
1320. Mecklenburg, County of, North Carolina
1321. Moore, County of, North Carolina
1322. New Hanover, County of, North Carolina
1323. Onslow, County of, North Carolina
1324. Orange, County of, North Carolina
1325. Pasquotank, County of, North Carolina
1326. Pitt, County of, North Carolina
1327. Randolph, County of, North Carolina
1328. Richmond, County of, North Carolina
1329. Robeson, County of, North Carolina
1330. Rockingham, County of, North Carolina
1331. Rowan, County of, North Carolina
1332. Sampson, County of, North Carolina
1333. Scotland, County of, North Carolina
1334. Surry, County of, North Carolina
1335. Vance, County of, North Carolina
1336. Warren, County of, North Carolina
1337. Washington, County of, North Carolina
1338. Watauga, County of, North Carolina
1339. Wayne, County of, North Carolina
1340. Wilkes, County of, North Carolina
FH11185097.1
1341. Wilmington, City of, North Carolina
1342. Winston-Salem, City of, North Carolina
1343. Barnes, County of, North Dakota
1344. Benson, County of, North Dakota
1345. Bismarck, City of, North Dakota
1346. Burleigh, County of, North Dakota
1347. Devils Lake, City of, North Dakota
1348. Dickey, County of, North Dakota
1349. Dunn, County of, North Dakota
1350. Eddy, County of, North Dakota
1351. Foster, County of, North Dakota
1352. Grand Forks, County of, North Dakota
1353. LaMoure, County of, North Dakota
1354. Lisbon, City of, North Dakota
1355. McKenzie, County of, North Dakota
1356. McLean, County of, North Dakota
1357. Mercer, County of, North Dakota
1358. Mountrial, County of, North Dakota
1359. Pembina, County of, North Dakota
1360. Pierce, County of, North Dakota
1361. Ramsey, County of, North Dakota
1362. Ransom, County of, North Dakota
1363. Richland, County of, North Dakota
1364. Rolette, County of, North Dakota
1365. Sargent, County of, North Dakota
1366. Stark, County of, North Dakota
1367. Towner, County of, North Dakota
1368. Walsh, County of, North Dakota
1369. Ward, County of, North Dakota
1370. Wells, County of, North Dakota
1371. Williams, County of, North Dakota
1372. Ashtabula, County of, Ohio
1373. Aurora, City of, Ohio
1374. Barberton, City of, Ohio
1375. Boston Heights, Village of, Ohio
1376. Broadview Heights, City of, Ohio
1377. Brooklyn Heights, Village of, Ohio
1378. Cincinnati, City of, Ohio
1379. Clermont, County of, Ohio
1380. Cleveland, City of, Ohio
1381. Clinton, Village of, Ohio
1382. Columbiana, County of, Ohio
FH11185097.1
1383. Copley, Township of, Ohio
1384. Coshocton, County of, Ohio
1385. Coventry, Township of, Ohio
1386. Cuyahoga, County of, Ohio
1387. Cuyahoga Falls, City of, Ohio
1388. Darke, County of, Ohio
1389. Dayton, City of, Ohio
1390. Delaware, County of, Ohio
1391. East Cleveland, City of, Ohio
1392. Elyria, City of, Ohio
1393. Euclid, City of, Ohio
1394. Fairfield, City of, Ohio
1395. Fairfield, County of, Ohio
1396. Fairlawn, City of, Ohio
1397. Fayette, County of, Ohio
1398. Findlay, City of, Ohio
1399. Franklin, County of, Ohio
1400. Fulton, County of, Ohio
1401. Garfield Heights, City of, Ohio
1402. Geauga, County of, Ohio
1403. Green, City of, Ohio
1404. Hamilton, City of, Ohio
1405. Hancock, County of, Ohio
1406. Huron, City of, Ohio
1407. Huron, County of, Ohio
1408. Jackson, County of, Ohio
1409. Kent, City of, Ohio
1410. Lake, County of, Ohio
1411. Lakeore, Village of, Ohio
1412. Lebanon, City of, Ohio
1413. Lexington, Village of, Ohio
1414. Licking, County of, Ohio
1415. Lima, City of, Ohio
1416. Logan, County of, Ohio
1417. Lorain, City of, Ohio
1418. Lorain, County of, Ohio
1419. Lucas, County of, Ohio
1420. Lucas County Children’s Services, Ohio
1421. Lyndhurst, City of, Ohio
1422. Macedonia, City of, Ohio
1423. Marion, County of, Ohio
1424. Mayfield Heights, City of, Ohio
FH11185097.1
1425. Meigs, County of, Ohio
1426. Mental Health and Recovery Services Board of Lucas County, Ohio
1427. Middletown, City of, Ohio
1428. Mogadore, Village of, Ohio
1429. Montgomery, County of, Ohio
1430. Munroe Falls, City of, Ohio
1431. Muskingum, County of, Ohio
1432. New Franklin, City of, Ohio
1433. Newburgh Heights, Village of, Ohio
1434. Noble, County of, Ohio
1435. North Olmsted, City of, Ohio
1436. North Ridgeville, City of, Ohio
1437. North Royalton, City of, Ohio
1438. Norton, City of, Ohio
1439. Olmsted Falls, City of, Ohio
1440. Painesville, Township of, Ohio
1441. Parma, City of, Ohio
1442. Parma Heights, City of, Ohio
1443. Peninsula, Village of, Ohio
1444. Portage, County of, Ohio
1445. Ravenna, City of, Ohio
1446. Richfield, Village of, Ohio
1447. Richland County Children’s Services, Ohio
1448. Ross, County of, Ohio
1449. Sandusky, County of, Ohio
1450. Seven Hills, City of, Ohio
1451. Silver Lake, Village of, Ohio
1452. Springfield, Township of, Ohio
1453. Stark, County of, Ohio
1454. Stow, City of, Ohio
1455. Strongsville, City of, Ohio
1456. Summit, County of, Ohio
1457. Summit County Combined General Health District, Ohio
1458. Tallmadge, City of, Ohio
1459. Toledo, City of, Ohio
1460. Trumbull, County of, Ohio
1461. Valley Fire District, Ohio
1462. Warren, City of, Ohio
1463. Warrensville Heights, City of, Ohio
1464. Washington, County of, Ohio
1465. Wickliffe, City of, Ohio
1466. Williams, County of, Ohio
FH11185097.1
1467. Altus, City of, Oklahoma
1468. Atoka, County of, Oklahoma
1469. Beckham, County of, Oklahoma
1470. Bethany, City of, Oklahoma
1471. Broken Arrow, City of, Oklahoma
1472. Caddo, County of, Oklahoma
1473. Choctaw, County of, Oklahoma
1474. Cimarron, County of, Oklahoma
1475. Cleveland, County of, Oklahoma
1476. Coal, County of, Oklahoma
1477. Collinsville, City of, Oklahoma
1478. Comanche, County of, Oklahoma
1479. Craig, County of, Oklahoma
1480. Creek, County of, Oklahoma
1481. Custer, County of, Oklahoma
1482. Delaware, County of, Oklahoma
1483. Dewey, County of, Oklahoma
1484. Edmond, City of, Oklahoma
1485. El Reno, City of, Oklahoma
1486. Elk City, City of, Oklahoma
1487. Enid, City of, Oklahoma
1488. Garvin, County of, Oklahoma
1489. Grady, County of, Oklahoma
1490. Greer, County of, Oklahoma
1491. Guthrie, City of, Oklahoma
1492. Harper, County of, Oklahoma
1493. Haskell, County of, Oklahoma
1494. Hughes, County of, Oklahoma
1495. Jackson, County of, Oklahoma
1496. Jefferson, County of, Oklahoma
1497. Jenks, City of, Oklahoma
1498. Johnston, County of, Oklahoma
1499. Kay, County of, Oklahoma
1500. Kiowa, County of, Oklahoma
1501. Latimer, County of, Oklahoma
1502. Lawton, City of, Oklahoma
1503. LeFlore, County of, Oklahoma
1504. Lincoln, County of, Oklahoma
1505. Logan, County of, Oklahoma
1506. Love, County of, Oklahoma
1507. Major, County of, Oklahoma
1508. Mayes, County of, Oklahoma
FH11185097.1
1509. McClain, County of, Oklahoma
1510. McCurtain, County of, Oklahoma
1511. Midwest City, City of, Oklahoma
1512. Muskogee, City of, Oklahoma
1513. Muskogee, County of, Oklahoma
1514. Noble, County of, Oklahoma
1515. Nowata, County of, Oklahoma
1516. Okfuskee, County of, Oklahoma
1517. Oklahoma, County of, Oklahoma
1518. Oklahoma City, City of, Oklahoma
1519. Okmulgee, County of, Oklahoma
1520. Osage, County of, Oklahoma
1521. Ottawa, County of, Oklahoma
1522. Owasso, City of, Oklahoma
1523. Pawnee, County of, Oklahoma
1524. Payne, County of, Oklahoma
1525. Pittsburg, County of, Oklahoma
1526. Ponca City, City of, Oklahoma
1527. Pottawatomie, County of, Oklahoma
1528. Rogers, County of, Oklahoma
1529. Shawnee, City of, Oklahoma
1530. Stephens, County of, Oklahoma
1531. Stillwater, City of, Oklahoma
1532. Texas, County of, Oklahoma
1533. Tulsa, City of, Oklahoma
1534. Washington, County of, Oklahoma
1535. Woods, County of, Oklahoma
1536. Woodward, County of, Oklahoma
1537. Yukon, City of, Oklahoma
1538. Clackamas, County of, Oregon
1539. Coos, County of, Oregon
1540. Multnomah, County of, Oregon
1541. Portland, City of, Oregon
1542. Adams, County of, Pennsylvania
1543. Allegheny, County of, Pennsylvania
1544. Beaver, County of, Pennsylvania
1545. Bensalem, Township of, Pennsylvania
1546. Bristol, Township of, Pennsylvania
1547. Bucks, County of, Pennsylvania
1548. Cambria, County of, Pennsylvania
1549. Carbon, County of, Pennsylvania
1550. Chester, County of, Pennsylvania
FH11185097.1
1551. Clinton, County of, Pennsylvania
1552. Coatesville, City of, Pennsylvania
1553. Dauphin, County of, Pennsylvania
1554. Delaware, County of, Pennsylvania
1555. Edwardsville, Borough of, Pennsylvania
1556. Exeter, Borough of, Pennsylvania
1557. Fairview, Township of, Pennsylvania,
1558. Fayette, County of, Pennsylvania
1559. Forty Fort, Borough of, Pennsylvania
1560. Greene, County of, Pennsylvania
1561. Hanover, Township of, Pennsylvania
1562. Hazleton, City of, Pennsylvania
1563. Huntington, County of, Pennsylvania
1564. Kingston, Borough of, Pennsylvania
1565. Lackawanna, County of, Pennsylvania
1566. Lawrence, County of, Pennsylvania
1567. Lock Haven, City of, Pennsylvania
1568. Lower Makefield, Township of, Pennsylvania
1569. Lower Southampton, Township of, Pennsylvania
1570. Luzerne, County of, Pennsylvania
1571. Mercer, County of, Pennsylvania
1572. Middletown, Township of, Pennsylvania
1573. Morrisville, Borough of, Pennsylvania
1574. Nanticoke, City of, Pennsylvania
1575. Newtown, Township of, Pennsylvania
1576. Norristown, Municipality of, Pennsylvania
1577. Philadelphia, City of, Pennsylvania
1578. Plains, Township of, Pennsylvania
1579. Pike, County of, Pennsylvania
1580. Pittsburgh, City of, Pennsylvania
1581. Sugar Notch, Borough of, Pennsylvania
1582. Tioga, County of, Pennsylvania
1583. Warminster, Township of, Pennsylvania
1584. Warrington, Township of, Pennsylvania
1585. West Norristown, Township of, Pennsylvania
1586. West Pittston, Borough of, Pennsylvania
1587. Wilkes-Barre, City of, Pennsylvania
1588. Wilkes-Barre, Township of, Pennsylvania
1589. Wright, Township of, Pennsylvania
1590. Wyoming, Borough of, Pennsylvania
1591. Aguada, Municipality of, Puerto Rico
1592. Aguadilla, Municipality of, Puerto Rico
FH11185097.1
1593. Aibonito, Municipality of, Puerto Rico
1594. Anasco, Municipality of, Puerto Rico
1595. Arecibo, Municipality of, Puerto Rico
1596. Barranquitas, Municipality of, Puerto Rico
1597. Cabo Rojo, Municipality of, Puerto Rico
1598. Camuy, Municipality of, Puerto Rico
1599. Canovanas, Municipality of, Puerto Rico
1600. Comerio, Municipality of, Puerto Rico
1601. Dorado, Municipality of, Puerto Rico
1602. Fajardo, Municipality of, Puerto Rico
1603. Gaunica, Municipality of, Puerto Rico
1604. Guayanilla, Municipality of, Puerto Rico
1605. Huatillo, Municipality of, Puerto Rico
1606. Huatillo, Municipality of, Puerto Rico
1607. Harmigueros, Municipality of, Puerto Rico
1608. Isabela, Municipality of, Puerto Rico
1609. Jayuya, Municipality of, Puerto Rico
1610. Juana Diaz, Municipality of, Puerto Rico
1611. Juncos, Municipality of, Puerto Rico
1612. Loiza, Municipality of, Puerto Rico
1613. Rio Grande, Municipality of, Puerto Rico
1614. Sabana Grande, Municipality of, Puerto Rico
1615. San Juan, Municipality of, Puerto Rico
1616. Vega Alta, Municipality of, Puerto Rico
1617. Yabucoa, Municipality of, Puerto Rico
1618. Barrington, Town of, Rhode Island
1619. Bristol, Town of, Rhode Island
1620. Burrillville, Town of, Rhode Island
1621. Central Falls, City of, Rhode Island
1622. Charlestown, Town of, Rhode Island
1623. Coventry, Town of, Rhode Island
1624. Cranston, City of, Rhode Island
1625. Cumberland, Town of, Rhode Island
1626. East Greenwich, Town of, Rhode Island
1627. East Providence, City of, Rhode Island
1628. Foster, Town of, Rhode Island
1629. Glocester, Town of, Rhode Island
1630. Hopkinton, Town of, Rhode Island
1631. Jamestown, Town of, Rhode Island
1632. Johnston, Town of, Rhode Island
1633. Middletown, Town of, Rhode Island
1634. Narragansett, Town of, Rhode Island
FH11185097.1
1635. Newport, City of, Rhode Island
1636. North Kingstown, Town of, Rhode Island
1637. North Providence, Town of, Rhode Island
1638. Pawtucket, City of, Rhode Island
1639. Portsmouth, Town of, Rhode Island
1640. Providence, City of, Rhode Island
1641. Richmond, Town of, Rhode Island
1642. Scituate, Town of, Rhode Island
1643. Smithfield, Town of, Rhode Island
1644. South Kingstown, Town of, Rhode Island
1645. Warren, Town of, Rhode Island
1646. Warwick, City of, Rhode Island
1647. West Greenwich, Town of, Rhode Island
1648. West Warwick, Town of, Rhode Island
1649. Westerly, Town of, Rhode Island
1650. Abbeville, County of, South Carolina
1651. Aiken, County of, South Carolina
1652. Allendale, County of, South Carolina
1653. Anderson, County of, South Carolina
1654. Bamberg, County of, South Carolina
1655. Barnwell, County of, South Carolina
1656. Beaufort, County of, South Carolina
1657. Berkeley, County of, South Carolina
1658. Calhoun, County of, South Carolina
1659. Charleston, City of, South Carolina
1660. Charleston, County of, South Carolina
1661. Cherokee, County of, South Carolina
1662. Chester, City of, South Carolina
1663. Chester, County of, South Carolina
1664. Chesterfield, County of, South Carolina
1665. Clarendon, County of, South Carolina
1666. Colleton, County of, South Carolina
1667. Dillon, County of, South Carolina
1668. Dorchester, County of, South Carolina
1669. Edgefield, County of, South Carolina
1670. Fairfield, County of, South Carolina
1671. Florence, County of, South Carolina
1672. Georgetown, City of, South Carolina
1673. Georgetown, County of, South Carolina
1674. Greenville, County of, South Carolina
1675. Greenwood, County of, South Carolina
1676. Hampton, County of, South Carolina
FH11185097.1
1677. Horry, County of, South Carolina
1678. Jasper, County of, South Carolina
1679. Kershaw, County of, South Carolina
1680. Lancaster, County of, South Carolina
1681. Laurens, County of, South Carolina
1682. Lee, County of, South Carolina
1683. Lexington, County of, South Carolina
1684. Marion, County of, South Carolina
1685. Marlboro, County of, South Carolina
1686. McCormick, County of, South Carolina
1687. Medical University Hospital Authority, South Carolina
1688. Mount Pleasant, Town of, South Carolina
1689. Newberry, County of, South Carolina
1690. North Charleston, City of, South Carolina
1691. Oconee, County of, South Carolina
1692. Orangeburg, City of, South Carolina
1693. Orangeburg, County of, South Carolina
1694. Pickens, County of, South Carolina
1695. Richland, County of, South Carolina
1696. Saluda, County of, South Carolina
1697. Spartanburg, County of, South Carolina
1698. Summervile, Town of, South Carolina
1699. Sumter, County of, South Carolina
1700. Union, County of, South Carolina
1701. Williamsburg, County of, South Carolina
1702. York, County of, South Carolina
1703. Pennington, County of, South Dakota
1704. Anderson, County of, Tennessee
1705. Arlington, Town of, Tennessee
1706. Bedford, County of, Tennessee
1707. Bledsoe, County of, Tennessee
1708. Blount, County of, Tennessee
1709. Bradley, County of, Tennessee
1710. Campbell, County of, Tennessee
1711. Centerville, Township of, Tennessee
1712. Claiborne, County of, Tennessee
1713. Clarksville, City of, Tennessee
1714. Cocke, County of, Tennessee
1715. Fentress, County of, Tennessee
1716. Franklin, County of, Tennessee
1717. Gatlinburg, City of, Tennessee
1718. Grainger, County of, Tennessee
FH11185097.1
1719. Greene, County of, Tennessee
1720. Grundy, County of, Tennessee
1721. Hamilton, County of, Tennessee
1722. Hawkins, County of, Tennessee
1723. Haywood, County of, Tennessee
1724. Henderson, County of, Tennessee
1725. Knox, County of, Tennessee
1726. Knoxville, City of, Tennessee
1727. Lexington, County of, Tennessee
1728. Loudon, County of, Tennessee
1729. Madison, County of, Tennessee
1730. Marion, County of, Tennessee
1731. McMinn, County of, Tennessee
1732. Meigs, County of, Tennessee
1733. Memphis, City of, Tennessee
1734. Millington, City of, Tennessee
1735. Monroe, County of, Tennessee
1736. Montgomery, County of, Tennessee
1737. Nashville and Davidson, County of, Tennessee
1738. Overton, County of, Tennessee
1739. Polk, County of, Tennessee
1740. Rhea, County of, Tennessee
1741. Roane, County of, Tennessee
1742. Rutherford, County of, Tennessee
1743. Rutledge, Town of, Tennessee
1744. Scott, County of, Tennessee
1745. Sequatchie, County of, Tennessee
1746. Sevier, County of, Tennessee
1747. Union, County of, Tennessee
1748. Washington, County of, Tennessee
1749. Williamson, County of, Tennessee
1750. Angelina, County of, Texas
1751. Bailey, County of, Texas
1752. Bexar, County of, Texas
1753. Bowie, County of, Texas
1754. Brazos, County of, Texas
1755. Clay, County of, Texas
1756. Coryell, County of, Texas
1757. Dallas, County of, Texas
1758. Dallas County Hospital District, Texas
1759. Duval, County of, Texas
1760. Eagle Pass, City of, Texas
FH11185097.1
1761. Ellis, County of, Texas
1762. Freestone, County of, Texas
1763. Henderson, County of, Texas
1764. Harris County Hospital District, Texas
1765. Jim Hogg, County of, Texas
1766. Jim Wells, County of, Texas
1767. Johnson, County of, Texas
1768. Kaufman, County of, Texas
1769. Kendall, County of, Texas
1770. Kleberg, County of, Texas
1771. Lamar, County of, Texas
1772. Laredo, City of, Texas
1773. Maverick, County of, Texas
1774. McLennan, County of, Texas
1775. Montgomery, County of, Texas
1776. Rusk, County of, Texas
1777. Rockwall, County of, Texas
1778. San Antonio, City of, Texas
1779. Smith, County of, Texas
1780. Tarrant, County of, Texas
1781. Tarrant County Hospital District, Texas
1782. Titus, County of, Texas
1783. Webb, County of, Texas
1784. Wichita, County of, Texas
1785. Williamson, County of, Texas
1786. Zavala, County of, Texas
1787. Beaver, County of, Utah
1788. Cache, County of, Utah
1789. Daggett, County of, Utah
1790. Duchesne, County of, Utah
1791. Emery, County of, Utah
1792. Garfield, County of, Utah
1793. Juab, County of, Utah
1794. Kane, County of, Utah
1795. Piute, County of, Utah
1796. Salt Lake, County of, Utah
1797. Sevier, County of, Utah
1798. Summit, County of, Utah
1799. Tooele, County of , Utah
1800. Tricounty Health Department, Utah
1801. Uintah, County of, Utah
1802. Utah, County of, Utah
FH11185097.1
1803. Wasatch, County of, Utah
1804. Washington, County of, Utah
1805. Wayne, County of, Utah
1806. Weber, County of, Utah
1807. Bennington, Town of, Vermont
1808. Counseling Services of Addison County, Vermont
1809. Health Care & Rehab Services Southeastern Vermont, Vermont
1810. Northeast Kingdom Human Services, Vermont
1811. St. Albans, City of, Vermont
1812. Accomack, County of, Virginia
1813. Alexandria, City of, Virginia
1814. Alleghany, County of, Virginia
1815. Amherst, County of, Virginia
1816. Arlington, County of, Virginia
1817. Botetourt, County of, Virginia
1818. Bristol, City of, Virginia
1819. Buena Vista, City of, Virginia
1820. Charlotte, County of, Virginia
1821. Chesapeake, City of, Virginia
1822. Chesterfield, County of, Virginia
1823. Covington, City of, Virginia
1824. Culpepper, County of, Virginia
1825. Cumberland, County of, Virginia
1826. Danville, City of, Virginia
1827. Dickenson, County of, Virginia
1828. Dinwiddie, County of, Virginia
1829. Emporia, City of, Virginia
1830. Fairfax, City of, Virginia,
1831. Fairfax, County of, Virginia
1832. Fauquier, City of, Virginia
1833. Floyd, County of, Virginia
1834. Franklin, County of, Virginia
1835. Frederick, County of, Virginia
1836. Fredericksburg, City of, Virginia
1837. Galax, City of, Virginia
1838. Giles, County of, Virginia
1839. Goochland, County of, Virginia
1840. Greensville, County of, Virginia
1841. Halifax, County of, Virginia
1842. Henrico, County of, Virginia
1843. Henry, County of, Virginia
1844. Hopewell, City of, Virginia
FH11185097.1
1845. Isle of Wight, County of, Virginia
1846. King and Queen, County of, Virginia
1847. Lee, County of, Virginia
1848. Lexington, City of, Virginia
1849. Loudon, County of, Virginia
1850. Louisa, County of, Virginia
1851. Madison, County of, Virginia
1852. Martinsville, City of, Virginia
1853. Mecklenburg, County of, Virginia
1854. Montgomery, County of, Virginia
1855. Norfolk, City of, Virginia
1856. Northampton, County of, Virginia
1857. Northumberland, County of, Virginia
1858. Norton, City of, Virginia
1859. Page, County of, Virginia
1860. Patrick, County of, Virginia
1861. Portsmouth, City of, Virginia
1862. Prince George, County of, Virginia
1863. Prince William, County of, Virginia
1864. Radford, City of, Virginia
1865. Richmond, City of, Virginia
1866. Roanoke, City of, Virginia
1867. Roanoke, County of, Virginia
1868. Rockbridge, County of, Virginia
1869. Salem, City of, Virginia
1870. Scott, County of, Virginia
1871. Shenandoah, County of, Virginia
1872. Smyth, County of, Virginia
1873. Stafford, County of, Virginia
1874. Virginia Beach, City of/Virginia Beach (Sheriff of) City of, Virginia
1875. Washington, County of, Virginia
1876. Waynesboro, City of Virginia
1877. Winchester, City of, Virginia
1878. Wise, County of, Virginia
1879. Anacortes, City of, Washington
1880. Bainbridge, Island, City of, Washington
1881. Burlington, City of, Washington
1882. Chelan, County of, Washington
1883. Clallam, County of, Washington
1884. Clark, County of, Washington
1885. Everett, City of, Washington
1886. Franklin, County of, Washington
FH11185097.1
1887. Island, County of, Washington
1888. Kent, City of, Washington
1889. King, County of, Washington
1890. Kirkland, City of, Washington
1891. Kitsap, County of, Washington
1892. Lakewood, City of, Washington
1893. Lewis, County of, Washington
1894. Mount Vernon, City of, Washington
1895. Olympia, City of, Washington
1896. Pierce, County of, Washington
1897. Seattle, City of, Washington
1898. Sedro-Wooley, City of, Washington
1899. Skagit, County of, Washington
1900. Snohomish, County of, Washington
1901. Spokane, City of, Washington
1902. Spokane, County of, Washington
1903. Tacoma, City of, Washington
1904. Thurston, County of, Washington
1905. Vancouver, City of, Washington
1906. Walla Walla, County of, Washington
1907. Whatcom, County of, Washington
1908. Beckley, City of, West Virginia
1909. Berkeley, County of, West Virginia
1910. Cabell, County of, West Virginia
1911. Charles Town, City of, West Virginia
1912. Charleston, City of, West Virginia
1913. Clendenin, Town of, West Virginia
1914. Delbarton, Town of, West Virginia
1915. Dunbar, City of, West Virginia
1916. Eleanor, Town of, West Virginia
1917. Elizabeth, Town of, West Virginia
1918. Fayette, County of, West Virginia
1919. Grant, County of, West Virginia
1920. Harrisville, Town of, West Virginia
1921. Huntington, City of, West Virginia
1922. Hurricane, City of, West Virginia
1923. Jackson, County of, West Virginia
1924. Jefferson, County of, West Virginia
1925. Kanawha, County of, West Virginia
1926. Logan, City of, West Virginia
1927. Milton, City of, West Virginia
1928. Mineral, County of, West Virginia
FH11185097.1
1929. Monroe, County of, West Virginia
1930. Nicholas, County of, West Virginia
1931. Pleasants, County of, West Virginia
1932. Raleigh, County of, West Virginia
1933. Ravenswood, Town of, West Virginia
1934. Ripley, City of, West Virginia
1935. Ritchie, County of, West Virginia
1936. Roane, County of, West Virginia
1937. Spencer, City of, West Virginia
1938. St. Albans, City of, West Virginia
1939. St. Mary’s, City of, West Virginia
1940. Smithers, City of, West Virginia
1941. Sophia, Town of, West Virginia
1942. Summersville, City of, West Virginia
1943. Vienna, City of, West Virginia
1944. Wayne, County of, West Virginia
1945. Williamstown, City of, West Virginia
1946. Winfield, City of, West Virginia
1947. Wirt, County of, West Virginia
1948. Wood, County of, West Virginia
1949. Adams, County of, Wisconsin
1950. Ashland, County of, Wisconsin
1951. Barron, County of, Wisconsin
1952. Bayfield, County of, Wisconsin
1953. Brown, County of, Wisconsin
1954. Buffalo, County of, Wisconsin
1955. Burnett, County of, Wisconsin
1956. Calumet, County of, Wisconsin
1957. Chippewa, County of, Wisconsin
1958. Clark, County of, Wisconsin
1959. Columbia, County of, Wisconsin
1960. Crawford, County of, Wisconsin
1961. Cudahy, City of, Wisconsin
1962. Dane, County of, Wisconsin
1963. Dodge, County of, Wisconsin
1964. Door, County of, Wisconsin
1965. Douglas, County of, Wisconsin
1966. Dunn, County of, Wisconsin
1967. Eau Claire, County of, Wisconsin
1968. Florence, County of, Wisconsin
1969. Fond du Lac, County of, Wisconsin
1970. Forest, County of, Wisconsin
FH11185097.1
1971. Franklin, City of, Wisconsin
1972. Grant, County of, Wisconsin
1973. Green, County of, Wisconsin
1974. Green Lake, County of, Wisconsin
1975. Greenfield, City of, Wisconsin
1976. Iowa, County of, Wisconsin
1977. Iron, County of, Wisconsin
1978. Jackson, County of, Wisconsin
1979. Juneau, County of, Wisconsin
1980. Kenosha, City of, Wisconsin
1981. Kenosha, County of, Wisconsin
1982. Kewaunee, County of, Wisconsin
1983. La Crosse, County of, Wisconsin
1984. Lafayette, County of, Wisconsin
1985. Lincoln, County of, Wisconsin
1986. Manitowoc, County of, Wisconsin
1987. Marathon, County of, Wisconsin
1988. Marinette, County of, Wisconsin
1989. Marquette, County of, Wisconsin
1990. Menominee, County of, Wisconsin
1991. Milwaukee, City of, Wisconsin
1992. Milwaukee, County of, Wisconsin
1993. Monroe, County of, Wisconsin
1994. Mount Pleasant, Village of, Wisconsin
1995. Oak Tree, City of, Wisconsin
1996. Oconto, County of, Wisconsin
1997. Oneida, County of, Wisconsin
1998. Outagamie, County of, Wisconsin
1999. Ozaukee, County of, Wisconsin
2000. Pepin, County of, Wisconsin
2001. Pierce, County of, Wisconsin
2002. Pleasant Prairie, City of, Wisconsin
2003. Portage, County of, Wisconsin
2004. Price, County of, Wisconsin
2005. Racine, County of, Wisconsin
2006. Richland, County of, Wisconsin
2007. Rock, County of, Wisconsin
2008. Rusk, County of, Wisconsin
2009. Sauk, County of, Wisconsin
2010. St. Croix, County of, Wisconsin
2011. Sawyer, County of, Wisconsin
2012. Shawano, County of, Wisconsin
FH11185097.1
2013. Sheboygan, County of, Wisconsin
2014. Taylor, County of, Wisconsin
2015. Trempealeau, County of, Wisconsin
2016. Vernon, County of, Wisconsin
2017. Vilas, County of, Wisconsin
2018. Walworth, County of, Wisconsin
2019. Washburn, County of, Wisconsin
2020. Washington, County of, Wisconsin
2021. Waukesha, County of, Wisconsin
2022. Waupaca, County of, Wisconsin
2023. Waushara, County of, Wisconsin
2024. Wauwatosa, County of, Wisconsin
2025. West Allis, City of, Wisconsin
2026. Winnebago, County of, Wisconsin
2027. Wood, County of, Wisconsin
2028. Casper, City of, Wyoming
2029. Cheyenne, City of, Wyoming
2030. Green River, City of, Wyoming
2031. Riverton, City of, Wyoming
2032. Rock Springs, City of, Wyoming
2033. Sweetwater, County of, Wyoming
FH11185097.1
EXHIBIT D
Intentionally Omitted
E- 1
FH11185097.1
Exhibit E
List of Opioid Remediation Uses
Schedule A
Core Strategies
Settling States and Participating Subdivisions listed on Exhibit G may choose from among the
abatement strategies listed in Schedule B. However, priority may be given to the following core
abatement strategies (“Core Strategies”).
1
A. NALOXONE OR OTHER FDA-APPROVED DRUG TO
REVERSE OPIOID OVERDOSES
Expand training for first responders, schools, community
support groups and families; and
Increase distribution to individuals who are uninsured or
whose insurance does not cover the needed service.
B. MEDICATION-ASSISTED TREATMENT (“MAT”)
DISTRIBUTION AND OTHER OPIOID-RELATED
TREATMENT
1. Increase distribution of MAT to individuals who are
uninsured or whose insurance does not cover the needed
service;
2. Provide education to school-based and youth-focused
programs that discourage or prevent misuse;
3. Provide MAT education and awareness training to
healthcare providers, EMTs, law enforcement, and other
first responders; and
4. Provide treatment and recovery support services such as
residential and inpatient treatment, intensive outpatient
treatment, outpatient therapy or counseling, and recovery
housing that allow or integrate medication and with other
support services.
1
As used in this Schedule A, words like “expand,” “fund,” provide” or the like shall not indicate a preference for
new or existing programs.
E- 2
FH11185097.1
C. PREGNANT & POSTPARTUM WOMEN
1. Expand Screening, Brief Intervention, and Referral to
Treatment (“SBIRT”) services to non-Medicaid eligible or
uninsured pregnant women;
2. Expand comprehensive evidence-based treatment and
recovery services, including MAT, for women with co-
occurring Opioid Use Disorder (“OUD”) and other
Substance Use Disorder (“SUD”)/Mental Health disorders
for uninsured individuals for up to 12 months postpartum;
and
3. Provide comprehensive wrap-around services to individuals
with OUD, including housing, transportation, job
placement/training, and childcare.
D. EXPANDING TREATMENT FOR NEONATAL
ABSTINENCE SYNDROME (“NAS”)
1. Expand comprehensive evidence-based and recovery
support for NAS babies;
2. Expand services for better continuum of care with infant-
need dyad; and
3. Expand long-term treatment and services for medical
monitoring of NAS babies and their families.
E. EXPANSION OF WARM HAND-OFF PROGRAMS AND
RECOVERY SERVICES
1. Expand services such as navigators and on-call teams to
begin MAT in hospital emergency departments;
2. Expand warm hand-off services to transition to recovery
services;
3. Broaden scope of recovery services to include co-occurring
SUD or mental health conditions;
4. Provide comprehensive wrap-around services to individuals
in recovery, including housing, transportation, job
placement/training, and childcare; and
5. Hire additional social workers or other behavioral health
workers to facilitate expansions above.
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FH11185097.1
F. TREATMENT FOR INCARCERATED POPULATION
1. Provide evidence-based treatment and recovery support,
including MAT for persons with OUD and co-occurring
SUD/MH disorders within and transitioning out of the
criminal justice system; and
2. Increase funding for jails to provide treatment to inmates
with OUD.
G. PREVENTION PROGRAMS
1. Funding for media campaigns to prevent opioid use (similar to
the FDA’s “Real Cost” campaign to prevent youth from
misusing tobacco);
2. Funding for evidence-based prevention programs in schools;
3. Funding for medical provider education and outreach regarding
best prescribing practices for opioids consistent with the CDC
guidelines, including providers at hospitals (academic
detailing);
4. Funding for community drug disposal programs; and
5. Funding and training for first responders to participate in pre-
arrest diversion programs, post-overdose response teams, or
similar strategies that connect at-risk individuals to behavioral
health services and supports.
H. EXPANDING SYRINGE SERVICE PROGRAMS
1. Provide comprehensive syringe services programs with
more wrap-around services, including linkage to OUD
treatment, access to sterile syringes and linkage to care and
treatment of infectious diseases.
I. EVIDENCE-BASED DATA COLLECTION AND
RESEARCH ANALYZING THE EFFECTIVENESS OF THE
ABATEMENT STRATEGIES WITHIN THE STATE
E- 4
FH11185097.1
Schedule B
Approved Uses
Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder
or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs
or strategies that may include, but are not limited to, the following:
PART ONE: TREATMENT
A. TREAT OPIOID USE DISORDER (OUD)
Support treatment of Opioid Use Disorder (“OUD”) and any co-occurring Substance Use
Disorder or Mental Health (“SUD/MH”) conditions through evidence-based or evidence-
informed programs or strategies that may include, but are not limited to, those that:
2
1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions,
including all forms of Medication-Assisted Treatment (“MAT”) approved by the U.S.
Food and Drug Administration.
2. Support and reimburse evidence-based services that adhere to the American Society
of Addiction Medicine (“ASAM”) continuum of care for OUD and any co-occurring
SUD/MH conditions.
3. Expand telehealth to increase access to treatment for OUD and any co-occurring
SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and
other treatment and recovery support services.
4. Improve oversight of Opioid Treatment Programs (“OTPs) to assure evidence-based
or evidence-informed practices such as adequate methadone dosing and low threshold
approaches to treatment.
5. Support mobile intervention, treatment, and recovery services, offered by qualified
professionals and service providers, such as peer recovery coaches, for persons with
OUD and any co-occurring SUD/MH conditions and for persons who have
experienced an opioid overdose.
6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault,
human trafficking, or adverse childhood experiences) and family members (e.g.,
surviving family members after an overdose or overdose fatality), and training of
health care personnel to identify and address such trauma.
2
As used in this Schedule B, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for
new or existing programs.
E- 5
FH11185097.1
7. Support evidence-based withdrawal management services for people with OUD and
any co-occurring mental health conditions.
8. Provide training on MAT for health care providers, first responders, students, or other
supporting professionals, such as peer recovery coaches or recovery outreach
specialists, including telementoring to assist community-based providers in rural or
underserved areas.
9. Support workforce development for addiction professionals who work with persons
with OUD and any co-occurring SUD/MH conditions.
10. Offer fellowships for addiction medicine specialists for direct patient care, instructors,
and clinical research for treatments.
11. Offer scholarships and supports for behavioral health practitioners or workers
involved in addressing OUD and any co-occurring SUD/MH or mental health
conditions, including, but not limited to, training, scholarships, fellowships, loan
repayment programs, or other incentives for providers to work in rural or underserved
areas.
12. Provide funding and training for clinicians to obtain a waiver under the federal Drug
Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OUD, and
provide technical assistance and professional support to clinicians who have obtained
a DATA 2000 waiver.
13. Disseminate web-based training curricula, such as the American Academy of
Addiction Psychiatry’s Provider Clinical Support Service–Opioids web-based
training curriculum and motivational interviewing.
14. Develop and disseminate new curricula, such as the American Academy of Addiction
Psychiatry’s Provider Clinical Support Service for Medication–Assisted Treatment.
B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY
Support people in recovery from OUD and any co-occurring SUD/MH conditions
through evidence-based or evidence-informed programs or strategies that may include,
but are not limited to, the programs or strategies that:
1. Provide comprehensive wrap-around services to individuals with OUD and any co-
occurring SUD/MH conditions, including housing, transportation, education, job
placement, job training, or childcare.
2. Provide the full continuum of care of treatment and recovery services for OUD and
any co-occurring SUD/MH conditions, including supportive housing, peer support
services and counseling, community navigators, case management, and connections
to community-based services.
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FH11185097.1
3. Provide counseling, peer-support, recovery case management and residential
treatment with access to medications for those who need it to persons with OUD and
any co-occurring SUD/MH conditions.
4. Provide access to housing for people with OUD and any co-occurring SUD/MH
conditions, including supportive housing, recovery housing, housing assistance
programs, training for housing providers, or recovery housing programs that allow or
integrate FDA-approved mediation with other support services.
5. Provide community support services, including social and legal services, to assist in
deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions.
6. Support or expand peer-recovery centers, which may include support groups, social
events, computer access, or other services for persons with OUD and any co-
occurring SUD/MH conditions.
7. Provide or support transportation to treatment or recovery programs or services for
persons with OUD and any co-occurring SUD/MH conditions.
8. Provide employment training or educational services for persons in treatment for or
recovery from OUD and any co-occurring SUD/MH conditions.
9. Identify successful recovery programs such as physician, pilot, and college recovery
programs, and provide support and technical assistance to increase the number and
capacity of high-quality programs to help those in recovery.
10. Engage non-profits, faith-based communities, and community coalitions to support
people in treatment and recovery and to support family members in their efforts to
support the person with OUD in the family.
11. Provide training and development of procedures for government staff to appropriately
interact and provide social and other services to individuals with or in recovery from
OUD, including reducing stigma.
12. Support stigma reduction efforts regarding treatment and support for persons with
OUD, including reducing the stigma on effective treatment.
13. Create or support culturally appropriate services and programs for persons with OUD
and any co-occurring SUD/MH conditions, including new Americans.
14. Create and/or support recovery high schools.
15. Hire or train behavioral health workers to provide or expand any of the services or
supports listed above.
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FH11185097.1
C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED
(CONNECTIONS TO CARE)
Provide connections to care for people who haveor are at risk of developingOUD
and any co-occurring SUD/MH conditions through evidence-based or evidence-informed
programs or strategies that may include, but are not limited to, those that:
1. Ensure that health care providers are screening for OUD and other risk factors and
know how to appropriately counsel and treat (or refer if necessary) a patient for OUD
treatment.
2. Fund SBIRT programs to reduce the transition from use to disorders, including
SBIRT services to pregnant women who are uninsured or not eligible for Medicaid.
3. Provide training and long-term implementation of SBIRT in key systems (health,
schools, colleges, criminal justice, and probation), with a focus on youth and young
adults when transition from misuse to opioid disorder is common.
4. Purchase automated versions of SBIRT and support ongoing costs of the technology.
5. Expand services such as navigators and on-call teams to begin MAT in hospital
emergency departments.
6. Provide training for emergency room personnel treating opioid overdose patients on
post-discharge planning, including community referrals for MAT, recovery case
management or support services.
7. Support hospital programs that transition persons with OUD and any co-occurring
SUD/MH conditions, or persons who have experienced an opioid overdose, into
clinically appropriate follow-up care through a bridge clinic or similar approach.
8. Support crisis stabilization centers that serve as an alternative to hospital emergency
departments for persons with OUD and any co-occurring SUD/MH conditions or
persons that have experienced an opioid overdose.
9. Support the work of Emergency Medical Systems, including peer support specialists,
to connect individuals to treatment or other appropriate services following an opioid
overdose or other opioid-related adverse event.
10. Provide funding for peer support specialists or recovery coaches in emergency
departments, detox facilities, recovery centers, recovery housing, or similar settings;
offer services, supports, or connections to care to persons with OUD and any co-
occurring SUD/MH conditions or to persons who have experienced an opioid
overdose.
11. Expand warm hand-off services to transition to recovery services.
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FH11185097.1
12. Create or support school-based contacts that parents can engage with to seek
immediate treatment services for their child; and support prevention, intervention,
treatment, and recovery programs focused on young people.
13. Develop and support best practices on addressing OUD in the workplace.
14. Support assistance programs for health care providers with OUD.
15. Engage non-profits and the faith community as a system to support outreach for
treatment.
16. Support centralized call centers that provide information and connections to
appropriate services and supports for persons with OUD and any co-occurring
SUD/MH conditions.
D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS
Address the needs of persons with OUD and any co-occurring SUD/MH conditions who
are involved in, are at risk of becoming involved in, or are transitioning out of the
criminal justice system through evidence-based or evidence-informed programs or
strategies that may include, but are not limited to, those that:
1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons
with OUD and any co-occurring SUD/MH conditions, including established strategies
such as:
1. Self-referral strategies such as the Angel Programs or the Police Assisted
Addiction Recovery Initiative (“PAARI”);
2. Active outreach strategies such as the Drug Abuse Response Team (“DART”)
model;
3. “Naloxone Plus” strategies, which work to ensure that individuals who have
received naloxone to reverse the effects of an overdose are then linked to
treatment programs or other appropriate services;
4. Officer prevention strategies, such as the Law Enforcement Assisted
Diversion (“LEAD”) model;
5. Officer intervention strategies such as the Leon County, Florida Adult Civil
Citation Network or the Chicago Westside Narcotics Diversion to Treatment
Initiative; or
6. Co-responder and/or alternative responder models to address OUD-related
911 calls with greater SUD expertise.
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FH11185097.1
2. Support pre-trial services that connect individuals with OUD and any co-occurring
SUD/MH conditions to evidence-informed treatment, including MAT, and related
services.
3. Support treatment and recovery courts that provide evidence-based options for
persons with OUD and any co-occurring SUD/MH conditions.
4. Provide evidence-informed treatment, including MAT, recovery support, harm
reduction, or other appropriate services to individuals with OUD and any co-
occurring SUD/MH conditions who are incarcerated in jail or prison.
5. Provide evidence-informed treatment, including MAT, recovery support, harm
reduction, or other appropriate services to individuals with OUD and any co-
occurring SUD/MH conditions who are leaving jail or prison or have recently left jail
or prison, are on probation or parole, are under community corrections supervision, or
are in re-entry programs or facilities.
6. Support critical time interventions (“CTI”), particularly for individuals living with
dual-diagnosis OUD/serious mental illness, and services for individuals who face
immediate risks and service needs and risks upon release from correctional settings.
7. Provide training on best practices for addressing the needs of criminal justice-
involved persons with OUD and any co-occurring SUD/MH conditions to law
enforcement, correctional, or judicial personnel or to providers of treatment, recovery,
harm reduction, case management, or other services offered in connection with any of
the strategies described in this section.
E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND
THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE
SYNDROME
Address the needs of pregnant or parenting women with OUD and any co-occurring
SUD/MH conditions, and the needs of their families, including babies with neonatal
abstinence syndrome (“NAS”), through evidence-based or evidence-informed programs
or strategies that may include, but are not limited to, those that:
1. Support evidence-based or evidence-informed treatment, including MAT, recovery
services and supports, and prevention services for pregnant womenor women who
could become pregnantwho have OUD and any co-occurring SUD/MH conditions,
and other measures to educate and provide support to families affected by Neonatal
Abstinence Syndrome.
2. Expand comprehensive evidence-based treatment and recovery services, including
MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for
up to 12 months postpartum.
E- 10
FH11185097.1
3. Provide training for obstetricians or other healthcare personnel who work with
pregnant women and their families regarding treatment of OUD and any co-occurring
SUD/MH conditions.
4. Expand comprehensive evidence-based treatment and recovery support for NAS
babies; expand services for better continuum of care with infant-need dyad; and
expand long-term treatment and services for medical monitoring of NAS babies and
their families.
5. Provide training to health care providers who work with pregnant or parenting women
on best practices for compliance with federal requirements that children born with
NAS get referred to appropriate services and receive a plan of safe care.
6. Provide child and family supports for parenting women with OUD and any co-
occurring SUD/MH conditions.
7. Provide enhanced family support and child care services for parents with OUD and
any co-occurring SUD/MH conditions.
8. Provide enhanced support for children and family members suffering trauma as a
result of addiction in the family; and offer trauma-informed behavioral health
treatment for adverse childhood events.
9. Offer home-based wrap-around services to persons with OUD and any co-occurring
SUD/MH conditions, including, but not limited to, parent skills training.
10. Provide support for Children’s Services—Fund additional positions and services,
including supportive housing and other residential services, relating to children being
removed from the home and/or placed in foster care due to custodial opioid use.
PART TWO: PREVENTION
F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE
PRESCRIBING AND DISPENSING OF OPIOIDS
Support efforts to prevent over-prescribing and ensure appropriate prescribing and
dispensing of opioids through evidence-based or evidence-informed programs or
strategies that may include, but are not limited to, the following:
1. Funding medical provider education and outreach regarding best prescribing practices
for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain
from the U.S. Centers for Disease Control and Prevention, including providers at
hospitals (academic detailing).
2. Training for health care providers regarding safe and responsible opioid prescribing,
dosing, and tapering patients off opioids.
E- 11
FH11185097.1
3. Continuing Medical Education (CME) on appropriate prescribing of opioids.
4. Providing Support for non-opioid pain treatment alternatives, including training
providers to offer or refer to multi-modal, evidence-informed treatment of pain.
5. Supporting enhancements or improvements to Prescription Drug Monitoring
Programs (“PDMPs”), including, but not limited to, improvements that:
1. Increase the number of prescribers using PDMPs;
2. Improve point-of-care decision-making by increasing the quantity, quality, or
format of data available to prescribers using PDMPs, by improving the
interface that prescribers use to access PDMP data, or both; or
3. Enable states to use PDMP data in support of surveillance or intervention
strategies, including MAT referrals and follow-up for individuals identified
within PDMP data as likely to experience OUD in a manner that complies
with all relevant privacy and security laws and rules.
6. Ensuring PDMPs incorporate available overdose/naloxone deployment data,
including the United States Department of Transportation’s Emergency Medical
Technician overdose database in a manner that complies with all relevant privacy and
security laws and rules.
7. Increasing electronic prescribing to prevent diversion or forgery.
8. Educating dispensers on appropriate opioid dispensing.
G. PREVENT MISUSE OF OPIOIDS
Support efforts to discourage or prevent misuse of opioids through evidence-based or
evidence-informed programs or strategies that may include, but are not limited to, the
following:
1. Funding media campaigns to prevent opioid misuse.
2. Corrective advertising or affirmative public education campaigns based on evidence.
3. Public education relating to drug disposal.
4. Drug take-back disposal or destruction programs.
5. Funding community anti-drug coalitions that engage in drug prevention efforts.
6. Supporting community coalitions in implementing evidence-informed prevention,
such as reduced social access and physical access, stigma reductionincluding
staffing, educational campaigns, support for people in treatment or recovery, or
E- 12
FH11185097.1
training of coalitions in evidence-informed implementation, including the Strategic
Prevention Framework developed by the U.S. Substance Abuse and Mental Health
Services Administration (“SAMHSA”).
7. Engaging non-profits and faith-based communities as systems to support prevention.
8. Funding evidence-based prevention programs in schools or evidence-informed school
and community education programs and campaigns for students, families, school
employees, school athletic programs, parent-teacher and student associations, and
others.
9. School-based or youth-focused programs or strategies that have demonstrated
effectiveness in preventing drug misuse and seem likely to be effective in preventing
the uptake and use of opioids.
10. Create or support community-based education or intervention services for families,
youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.
11. Support evidence-informed programs or curricula to address mental health needs of
young people who may be at risk of misusing opioids or other drugs, including
emotional modulation and resilience skills.
12. Support greater access to mental health services and supports for young people,
including services and supports provided by school nurses, behavioral health workers
or other school staff, to address mental health needs in young people that (when not
properly addressed) increase the risk of opioid or another drug misuse.
H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION)
Support efforts to prevent or reduce overdose deaths or other opioid-related harms
through evidence-based or evidence-informed programs or strategies that may include,
but are not limited to, the following:
1. Increased availability and distribution of naloxone and other drugs that treat
overdoses for first responders, overdose patients, individuals with OUD and their
friends and family members, schools, community navigators and outreach workers,
persons being released from jail or prison, or other members of the general public.
2. Public health entities providing free naloxone to anyone in the community.
3. Training and education regarding naloxone and other drugs that treat overdoses for
first responders, overdose patients, patients taking opioids, families, schools,
community support groups, and other members of the general public.
4. Enabling school nurses and other school staff to respond to opioid overdoses, and
provide them with naloxone, training, and support.
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FH11185097.1
5. Expanding, improving, or developing data tracking software and applications for
overdoses/naloxone revivals.
6. Public education relating to emergency responses to overdoses.
7. Public education relating to immunity and Good Samaritan laws.
8. Educating first responders regarding the existence and operation of immunity and
Good Samaritan laws.
9. Syringe service programs and other evidence-informed programs to reduce harms
associated with intravenous drug use, including supplies, staffing, space, peer support
services, referrals to treatment, fentanyl checking, connections to care, and the full
range of harm reduction and treatment services provided by these programs.
10. Expanding access to testing and treatment for infectious diseases such as HIV and
Hepatitis C resulting from intravenous opioid use.
11. Supporting mobile units that offer or provide referrals to harm reduction services,
treatment, recovery supports, health care, or other appropriate services to persons that
use opioids or persons with OUD and any co-occurring SUD/MH conditions.
12. Providing training in harm reduction strategies to health care providers, students, peer
recovery coaches, recovery outreach specialists, or other professionals that provide
care to persons who use opioids or persons with OUD and any co-occurring SUD/MH
conditions.
13. Supporting screening for fentanyl in routine clinical toxicology testing.
PART THREE: OTHER STRATEGIES
I. FIRST RESPONDERS
In addition to items in section C, D and H relating to first responders, support the
following:
1. Education of law enforcement or other first responders regarding appropriate
practices and precautions when dealing with fentanyl or other drugs.
2. Provision of wellness and support services for first responders and others who
experience secondary trauma associated with opioid-related emergency events.
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FH11185097.1
J. LEADERSHIP, PLANNING AND COORDINATION
Support efforts to provide leadership, planning, coordination, facilitations, training and
technical assistance to abate the opioid epidemic through activities, programs, or
strategies that may include, but are not limited to, the following:
1. Statewide, regional, local or community regional planning to identify root causes of
addiction and overdose, goals for reducing harms related to the opioid epidemic, and
areas and populations with the greatest needs for treatment intervention services, and
to support training and technical assistance and other strategies to abate the opioid
epidemic described in this opioid abatement strategy list.
2. A dashboard to (a) share reports, recommendations, or plans to spend opioid
settlement funds; (b) to show how opioid settlement funds have been spent; (c) to
report program or strategy outcomes; or (d) to track, share or visualize key opioid- or
health-related indicators and supports as identified through collaborative statewide,
regional, local or community processes.
3. Invest in infrastructure or staffing at government or not-for-profit agencies to support
collaborative, cross-system coordination with the purpose of preventing
overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any
co-occurring SUD/MH conditions, supporting them in treatment or recovery,
connecting them to care, or implementing other strategies to abate the opioid
epidemic described in this opioid abatement strategy list.
4. Provide resources to staff government oversight and management of opioid abatement
programs.
K. TRAINING
In addition to the training referred to throughout this document, support training to abate
the opioid epidemic through activities, programs, or strategies that may include, but are
not limited to, those that:
1. Provide funding for staff training or networking programs and services to improve the
capability of government, community, and not-for-profit entities to abate the opioid
crisis.
2. Support infrastructure and staffing for collaborative cross-system coordination to
prevent opioid misuse, prevent overdoses, and treat those with OUD and any co-
occurring SUD/MH conditions, or implement other strategies to abate the opioid
epidemic described in this opioid abatement strategy list (e.g., health care, primary
care, pharmacies, PDMPs, etc.).
L. RESEARCH
Support opioid abatement research that may include, but is not limited to, the following:
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FH11185097.1
1. Monitoring, surveillance, data collection and evaluation of programs and strategies
described in this opioid abatement strategy list.
2. Research non-opioid treatment of chronic pain.
3. Research on improved service delivery for modalities such as SBIRT that
demonstrate promising but mixed results in populations vulnerable to opioid use
disorders.
4. Research on novel harm reduction and prevention efforts such as the provision of
fentanyl test strips.
5. Research on innovative supply-side enforcement efforts such as improved detection
of mail-based delivery of synthetic opioids.
6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse
within criminal justice populations that build upon promising approaches used to
address other substances (e.g., Hawaii HOPE and Dakota 24/7).
7. Epidemiological surveillance of OUD-related behaviors in critical populations,
including individuals entering the criminal justice system, including, but not limited
to approaches modeled on the Arrestee Drug Abuse Monitoring (“ADAM”) system.
8. Qualitative and quantitative research regarding public health risks and harm reduction
opportunities within illicit drug markets, including surveys of market participants
who sell or distribute illicit opioids.
9. Geospatial analysis of access barriers to MAT and their association with treatment
engagement and treatment outcomes.
FH11185097.1
Exhibit F-1
List of States and State Global Allocation Percentage
Alabama
1.5958653635%
Alaska
0.2283101787%
American Samoa
0.0171221696%
Arizona
2.3755949882%
Arkansas
0.9322152924%
California
9.9213830698%
Colorado
1.6616291219%
Connecticut
1.2938102647%
Delaware
0.4420285052%
District of Columbia
0.1799774824%
Florida
7.0259134409%
Georgia
2.7882080114%
Guam
0.0480366565%
Hawaii
0.3246488040%
Idaho
0.4919080117%
Illinois
3.3263363702%
Indiana
2.2168933059%
Iowa
0.7419256132%
Kansas
0.7840793410%
Kentucky
1.9963344879%
Louisiana
1.4650905059%
Maine
0.5293231313%
Maryland
2.1106090494%
Massachusetts
2.3035761083%
Michigan
3.4020234989%
Minnesota
1.2972597706%
Mississippi
0.8624327860%
Missouri
2.0056475170%
Montana
0.3125481816%
N. Mariana Islands
0.0167059202%
Nebraska
0.4171546352%
Nevada
1.2017657135%
New Hampshire
0.5784834777%
New Jersey
2.7551354545%
New Mexico
0.7989379794%
New York
5.3903813405%
North Carolina
3.2502525994%
FH11185097.1
North Dakota
0.1700251989%
Ohio
4.3567051408%
Oklahoma
1.5322312508%
Oregon
1.3741405009%
Pennsylvania
4.5882419559%
Puerto Rico
0.7101195950%
Rhode Island
0.4465429178%
South Carolina
1.5393083548%
South Dakota
0.1982071487%
Tennessee
2.6881474977%
Texas
6.2932157196%
Utah
1.1466798699%
Vermont
0.2544890561%
Virgin Islands
0.0315673573%
Virginia
2.2801150757%
Washington
2.3189040182%
West Virginia
1.0567416533%
Wisconsin
1.7582560561%
Wyoming
0.1668134842%
FH11185097.1
Exhibit F-2
Overall Allocation Percentages (to be multiplied by $4,788,165,456)
Alabama
1.7164625355%
Alaska
0.2455632394%
American Samoa
0.0184160665%
Arizona
2.5551151682%
Arkansas
1.0026614155%
California
10.6711272323%
Colorado
1.7871959633%
Connecticut
1.3915815821%
Delaware
0.4754319419%
District of Columbia
0.1935781130%
Georgia
2.9989087439%
Guam
0.0516667151%
Hawaii
0.3491820313%
Idaho
0.5290807685%
Illinois
3.5777026624%
Indiana
2.3844206358%
Iowa
0.7979918283%
Kansas
0.8433310507%
Kentucky
2.1471945160%
Louisiana
1.5758052164%
Maine
0.5693232931%
Maryland
2.2701046362%
Massachusetts
2.4776539287%
Michigan
3.6591093548%
Minnesota
1.3952917621%
Mississippi
0.9276055489%
Missouri
2.1572113169%
Montana
0.3361669829%
N. Mariana Islands
0.0179683617%
Nebraska
0.4486783905%
Nevada
1.2925813611%
New Hampshire
0.6221986137%
New Jersey
2.9633369431%
New Mexico
0.8593125342%
FH11185097.1
New York
5.7977244413%
North Carolina
3.4958693542%
North Dakota
0.1828737503%
Ohio
4.6859348686%
Oklahoma
1.6480196875%
Oregon
1.4779822548%
Pennsylvania
4.9349685765%
Puerto Rico
0.7637822767%
Rhode Island
0.4802875019%
South Carolina
1.6556315977%
South Dakota
0.2131853681%
Tennessee
2.8912868060%
Texas
6.7687846717%
Utah
1.2333327622%
Vermont
0.2737204155%
Virgin Islands
0.0339528555%
Virginia
2.4524199807%
Washington
2.4941401460%
West Virginia
1.1365980484%
Wisconsin
1.8911248512%
Wyoming
0.1794193311%
FH11185097.1
Exhibit G
Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and
Subdivision Fund Allocation Percentages
The Subdivisions set forth on this Exhibit G are eligible to receive direct allocations from the
Subdivision Fund, if such Subdivisions are otherwise eligible to receive such funds under this
Agreement. By default, the Subdivisions set forth on this Exhibit G shall include all Subdivisions
set forth on Exhibit G of the national opioid settlement agreement dated July 21, 2021 with Janssen
Pharmaceuticals, Inc., et al., including all amendments up to the Preliminary Agreement Date of
this Agreement. A State may elect to add any additional Subdivisions to this Exhibit G at any time
prior to the Initial Participation Date.
Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute,
Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of
an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or
voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision
Fund, whether before or after the Initial Participation Date, this Exhibit G will automatically be
amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision
Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section
V.D.3.
For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount
of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision
included herein if such Subdivision does not otherwise meet all requirements to receive any such
funds pursuant to the Agreement.
[List to be Added]
FH11185097.1
EXHIBIT H
Intentionally Omitted
FH11185097.1
EXHIBIT I
Primary Subdivisions
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Alexander City, City of, Alabama
4. Anniston, City of, Alabama
5. Athens, City of, Alabama
6. Auburn, City of, Alabama
7. Autauga, County of, Alabama
8. Baldwin, County of, Alabama
9. Barbour, County of, Alabama
10. Bessemer, City of, Alabama
11. Bibb, County of, Alabama
12. Birmingham, City of, Alabama
13. Blount, County of, Alabama
14. Bullock, County of, Alabama
15. Butler, County of, Alabama
16. Calera, City of, Alabama
17. Calhoun, County of, Alabama
18. Center Point, City of, Alabama
19. Chambers, County of, Alabama
20. Chelsea, City of, Alabama
21. Cherokee, County of, Alabama
22. Chilton, County of, Alabama
23. Choctaw, County of, Alabama
24. Clarke, County of, Alabama
25. Clay, County of, Alabama
26. Cleburne, County of, Alabama
27. Coffee, County of, Alabama
28. Colbert, County of, Alabama
29. Conecuh, County of, Alabama
30. Coosa, County of, Alabama
31. Covington, County of, Alabama
32. Crenshaw, County of, Alabama
33. Cullman, City of, Alabama
34. Cullman, County of, Alabama
35. Dale, County of, Alabama
36. Dallas, County of, Alabama
37. Daphne, City of, Alabama
38. Decatur, City of, Alabama
39. DeKalb, County of, Alabama
40. Dothan, City of, Alabama
41. Elmore, County of, Alabama
42. Enterprise, City of, Alabama
43. Escambia, County of, Alabama
44. Etowah, County of, Alabama
45. Eufaula, City of, Alabama
46. Fairfield, City of, Alabama
FH11185097.1
47. Fairhope, City of, Alabama
48. Fayette, County of, Alabama
49. Florence, City of, Alabama
50. Foley, City of, Alabama
51. Fort Payne, City of, Alabama
52. Franklin, County of, Alabama
53. Gadsden, City of, Alabama
54. Gardendale, City of, Alabama
55. Geneva, County of, Alabama
56. Gulf Shores, City of, Alabama
57. Hale, County of, Alabama
58. Hartselle, City of, Alabama
59. Helena, City of, Alabama
60. Henry, County of, Alabama
61. Homewood, City of, Alabama
62. Hoover, City of, Alabama
63. Houston, County of, Alabama
64. Hueytown, City of, Alabama
65. Huntsville, City of, Alabama
66. Irondale, City of, Alabama
67. Jackson, County of, Alabama
68. Jacksonville, City of, Alabama
69. Jasper, City of, Alabama
70. Jefferson, County of, Alabama
71. Lamar, County of, Alabama
72. Lauderdale, County of, Alabama
73. Lawrence, County of, Alabama
74. Lee, County of, Alabama
75. Leeds, City of, Alabama
76. Limestone, County of, Alabama
77. Macon, County of, Alabama
78. Madison, City of, Alabama
79. Madison, County of, Alabama
80. Marengo, County of, Alabama
81. Marion, County of, Alabama
82. Marshall, County of, Alabama
83. Millbrook, City of, Alabama
84. Mobile, City of, Alabama
85. Mobile, County of, Alabama
86. Monroe, County of, Alabama
87. Montgomery, City of, Alabama
88. Montgomery, County of, Alabama
89. Moody, City of, Alabama
90. Morgan, County of, Alabama
91. Mountain Brook, City of, Alabama
92. Muscle Shoals, City of, Alabama
93. Northport, City of, Alabama
94. Opelika, City of, Alabama
95. Oxford, City of, Alabama
96. Ozark, City of, Alabama
97. Pelham, City of, Alabama
FH11185097.1
98. Pell City, City of, Alabama
99. Phenix City, City of, Alabama
100. Pickens, County of, Alabama
101. Pike, County of, Alabama
102. Pike Road, Town of, Alabama
103. Prattville, City of, Alabama
104. Prichard, City of, Alabama
105. Randolph, County of, Alabama
106. Russell, County of, Alabama
107. Saraland, City of, Alabama
108. Scottsboro, City of, Alabama
109. Selma, City of, Alabama
110. Shelby, County of, Alabama
111. St. Clair, County of, Alabama
112. Sumter, County of, Alabama
113. Sylacauga, City of, Alabama
114. Talladega, City of, Alabama
115. Talladega, County of, Alabama
116. Tallapoosa, County of, Alabama
117. Troy, City of, Alabama
118. Trussville, City of, Alabama
119. Tuscaloosa, City of, Alabama
120. Tuscaloosa, County of, Alabama
121. Vestavia Hills, City of, Alabama
122. Walker, County of, Alabama
123. Washington, County of, Alabama
124. Wilcox, County of, Alabama
125. Winston, County of, Alabama
126. Anchorage, Municipality of, Alaska
127. Fairbanks, City of, Alaska
128. Fairbanks North Star, Borough of, Alaska
129. Juneau, City of/ Borough of, Alaska
130. Kenai Peninsula, Borough of, Alaska
131. Ketchikan Gateway, Borough of, Alaska
132. Kodiak Island, Borough of, Alaska
133. Matanuska-Susitna, Borough of, Alaska
134. Wasilla, City of, Alaska
135. Apache, County of, Arizona
136. Apache Junction, City of, Arizona
137. Avondale, City of, Arizona
138. Buckeye, City of, Arizona
139. Bullhead City, City of, Arizona
140. Camp Verde, Town of, Arizona
141. Casa Grande, City of, Arizona
142. Chandler, City of, Arizona
143. Chino Valley, Town of, Arizona
144. Cochise, County of, Arizona
145. Coconino, County of, Arizona
146. Coolidge, City of, Arizona
147. Cottonwood, City of, Arizona
148. Douglas, City of, Arizona
FH11185097.1
149. El Mirage, City of, Arizona
150. Eloy, City of, Arizona
151. Flagstaff, City of, Arizona
152. Florence, Town of, Arizona
153. Fountain Hills, Town of, Arizona
154. Gila, County of, Arizona
155. Gilbert, Town of, Arizona
156. Glendale, City of, Arizona
157. Goodyear, City of, Arizona
158. Graham, County of, Arizona
159. Kingman, City of, Arizona
160. La Paz, County of, Arizona
161. Lake Havasu City, City of, Arizona
162. Marana, Town of, Arizona
163. Maricopa, City of, Arizona
164. Maricopa, County of, Arizona
165. Mesa, City of, Arizona
166. Mohave, County of, Arizona
167. Navajo, County of, Arizona
168. Nogales, City of, Arizona
169. Oro Valley, Town of, Arizona
170. Paradise Valley, Town of, Arizona
171. Payson, Town of, Arizona
172. Peoria, City of, Arizona
173. Phoenix, City of, Arizona
174. Pima, County of, Arizona
175. Pinal, County of, Arizona
176. Prescott, City of, Arizona
177. Prescott Valley, Town of, Arizona
178. Queen Creek, Town of, Arizona
179. Sahuarita, Town of, Arizona
180. San Luis, City of, Arizona
181. Santa Cruz, County of, Arizona
182. Scottsdale, City of, Arizona
183. Sedona, City of, Arizona
184. Show Low, City of, Arizona
185. Sierra Vista, City of, Arizona
186. Somerton, City of, Arizona
187. Surprise, City of, Arizona
188. Tempe, City of, Arizona
189. Tucson, City of, Arizona
190. Yavapai, County of, Arizona
191. Yuma, City of, Arizona
192. Yuma, County of, Arizona
193. Arkadelphia, City of, Arkansas
194. Arkansas, County of, Arkansas
195. Ashley, County of, Arkansas
196. Batesville, City of, Arkansas
197. Baxter, County of, Arkansas
198. Bella Vista, City of, Arkansas
199. Benton, City of, Arkansas
FH11185097.1
200. Benton, County of, Arkansas
201. Bentonville, City of, Arkansas
202. Blytheville, City of, Arkansas
203. Boone, County of, Arkansas
204. Bradley, County of, Arkansas
205. Bryant, City of, Arkansas
206. Cabot, City of, Arkansas
207. Camden, City of, Arkansas
208. Carroll, County of, Arkansas
209. Centerton, City of, Arkansas
210. Chicot, County of, Arkansas
211. Clark, County of, Arkansas
212. Clay, County of, Arkansas
213. Cleburne, County of, Arkansas
214. Columbia, County of, Arkansas
215. Conway, City of, Arkansas
216. Conway, County of, Arkansas
217. Craighead, County of, Arkansas
218. Crawford, County of, Arkansas
219. Crittenden, County of, Arkansas
220. Cross, County of, Arkansas
221. Desha, County of, Arkansas
222. Drew, County of, Arkansas
223. El Dorado, City of, Arkansas
224. Faulkner, County of, Arkansas
225. Fayetteville, City of, Arkansas
226. Forrest City, City of, Arkansas
227. Fort Smith, City of, Arkansas
228. Franklin, County of, Arkansas
229. Fulton, County of, Arkansas
230. Garland, County of, Arkansas
231. Grant, County of, Arkansas
232. Greene, County of, Arkansas
233. Harrison, City of, Arkansas
234. Helena-West Helena, City of, Arkansas
235. Hempstead, County of, Arkansas
236. Hot Spring, County of, Arkansas
237. Hot Springs, City of, Arkansas
238. Howard, County of, Arkansas
239. Independence, County of, Arkansas
240. Izard, County of, Arkansas
241. Jackson, County of, Arkansas
242. Jacksonville, City of, Arkansas
243. Jefferson, County of, Arkansas
244. Johnson, County of, Arkansas
245. Jonesboro, City of, Arkansas
246. Lawrence, County of, Arkansas
247. Lincoln, County of, Arkansas
248. Little River, County of, Arkansas
249. Little Rock, City of, Arkansas
250. Logan, County of, Arkansas
FH11185097.1
251. Lonoke, County of, Arkansas
252. Madison, County of, Arkansas
253. Magnolia, City of, Arkansas
254. Malvern, City of, Arkansas
255. Marion, City of, Arkansas
256. Marion, County of, Arkansas
257. Maumelle, City of, Arkansas
258. Miller, County of, Arkansas
259. Mississippi, County of, Arkansas
260. Mountain Home, City of, Arkansas
261. North Little Rock, City of, Arkansas
262. Ouachita, County of, Arkansas
263. Paragould, City of, Arkansas
264. Perry, County of, Arkansas
265. Phillips, County of, Arkansas
266. Pike, County of, Arkansas
267. Pine Bluff, City of, Arkansas
268. Poinsett, County of, Arkansas
269. Polk, County of, Arkansas
270. Pope, County of, Arkansas
271. Pulaski, County of, Arkansas
272. Randolph, County of, Arkansas
273. Rogers, City of, Arkansas
274. Russellville, City of, Arkansas
275. Saline, County of, Arkansas
276. Scott, County of, Arkansas
277. Searcy, City of, Arkansas
278. Sebastian, County of, Arkansas
279. Sevier, County of, Arkansas
280. Sharp, County of, Arkansas
281. Sherwood, City of, Arkansas
282. Siloam Springs, City of, Arkansas
283. Springdale, City of, Arkansas
284. St. Francis, County of, Arkansas
285. Stone, County of, Arkansas
286. Texarkana, City of, Arkansas
287. Union, County of, Arkansas
288. Van Buren, City of, Arkansas
289. Van Buren, County of, Arkansas
290. Washington, County of, Arkansas
291. West Memphis, City of, Arkansas
292. White, County of, Arkansas
293. Yell, County of, Arkansas
294. Adelanto, City of, California
295. Agoura Hills, City of, California
296. Alameda, City of, California
297. Alameda, County of, California
298. Albany, City of, California
299. Alhambra, City of, California
300. Aliso Viejo, City of, California
301. Amador, County of, California
FH11185097.1
302. American Canyon, City of, California
303. Anaheim, City of, California
304. Anderson, City of, California
305. Antioch, City of, California
306. Apple Valley, Town of, California
307. Arcadia, City of, California
308. Arcata, City of, California
309. Arroyo Grande, City of, California
310. Artesia, City of, California
311. Arvin, City of, California
312. Atascadero, City of, California
313. Atwater, City of, California
314. Auburn, City of, California
315. Avenal, City of, California
316. Azusa, City of, California
317. Bakersfield, City of, California
318. Baldwin Park, City of, California
319. Banning, City of, California
320. Barstow, City of, California
321. Beaumont, City of, California
322. Bell, City of, California
323. Bell Gardens, City of, California
324. Bellflower, City of, California
325. Belmont, City of, California
326. Benicia, City of, California
327. Berkeley, City of, California
328. Beverly Hills, City of, California
329. Blythe, City of, California
330. Brawley, City of, California
331. Brea, City of, California
332. Brentwood, City of, California
333. Buena Park, City of, California
334. Burbank, City of, California
335. Burlingame, City of, California
336. Butte, County of, California
337. Calabasas, City of, California
338. Calaveras, County of, California
339. Calexico, City of, California
340. California City, City of, California
341. Camarillo, City of, California
342. Campbell, City of, California
343. Canyon Lake, City of, California
344. Capitola, City of, California
345. Carlsbad, City of, California
346. Carpinteria, City of, California
347. Carson, City of, California
348. Cathedral City, City of, California
349. Ceres, City of, California
350. Cerritos, City of, California
351. Chico, City of, California
352. Chino, City of, California
FH11185097.1
353. Chino Hills, City of, California
354. Chowchilla, City of, California
355. Chula Vista, City of, California
356. Citrus Heights, City of, California
357. Claremont, City of, California
358. Clayton, City of, California
359. Clearlake, City of, California
360. Clovis, City of, California
361. Coachella, City of, California
362. Coalinga, City of, California
363. Colton, City of, California
364. Colusa, County of, California
365. Commerce, City of, California
366. Compton, City of, California
367. Concord, City of, California
368. Contra Costa, County of, California
369. Corcoran, City of, California
370. Corona, City of, California
371. Coronado, City of, California
372. Costa Mesa, City of, California
373. Covina, City of, California
374. Cudahy, City of, California
375. Culver City, City of, California
376. Cupertino, City of, California
377. Cypress, City of, California
378. Daly City, City of, California
379. Dana Point, City of, California
380. Danville, Town of, California
381. Davis, City of, California
382. Del Norte, County of, California
383. Delano, City of, California
384. Desert Hot Springs, City of, California
385. Diamond Bar, City of, California
386. Dinuba, City of, California
387. Dixon, City of, California
388. Downey, City of, California
389. Duarte, City of, California
390. Dublin, City of, California
391. East Palo Alto, City of, California
392. Eastvale, City of, California
393. El Cajon, City of, California
394. El Centro, City of, California
395. El Cerrito, City of, California
396. El Dorado, County of, California
397. El Monte, City of, California
398. El Paso de Robles (Paso Robles), City of, California
399. El Segundo, City of, California
400. Elk Grove, City of, California
401. Emeryville, City of, California
402. Encinitas, City of, California
403. Escondido, City of, California
FH11185097.1
404. Eureka, City of, California
405. Exeter, City of, California
406. Fairfield, City of, California
407. Farmersville, City of, California
408. Fillmore, City of, California
409. Folsom, City of, California
410. Fontana, City of, California
411. Fortuna, City of, California
412. Foster City, City of, California
413. Fountain Valley, City of, California
414. Fremont, City of, California
415. Fresno, City of, California
416. Fresno, County of, California
417. Fullerton, City of, California
418. Galt, City of, California
419. Garden Grove, City of, California
420. Gardena, City of, California
421. Gilroy, City of, California
422. Glendale, City of, California
423. Glendora, City of, California
424. Glenn, County of, California
425. Goleta, City of, California
426. Grand Terrace, City of, California
427. Grass Valley, City of, California
428. Greenfield, City of, California
429. Grover Beach, City of, California
430. Half Moon Bay, City of, California
431. Hanford, City of, California
432. Hawaiian Gardens, City of, California
433. Hawthorne, City of, California
434. Hayward, City of, California
435. Healdsburg, City of, California
436. Hemet, City of, California
437. Hercules, City of, California
438. Hermosa Beach, City of, California
439. Hesperia, City of, California
440. Highland, City of, California
441. Hillsborough, Town of, California
442. Hollister, City of, California
443. Humboldt, County of, California
444. Huntington Beach, City of, California
445. Huntington Park, City of, California
446. Imperial Beach, City of, California
447. Imperial, City of, California
448. Imperial, County of, California
449. Indio, City of, California
450. Inglewood, City of, California
451. Inyo, County of, California
452. Irvine, City of, California
453. Jurupa Valley, City of, California
454. Kerman, City of, California
FH11185097.1
455. Kern, County of, California
456. King City, City of, California
457. Kings, County of, California
458. Kingsburg, City of, California
459. La Cañada Flintridge, City of, California
460. La Habra, City of, California
461. La Mesa, City of, California
462. La Mirada, City of, California
463. La Palma, City of, California
464. La Puente, City of, California
465. La Quinta, City of, California
466. La Verne, City of, California
467. Lafayette, City of, California
468. Laguna Beach, City of, California
469. Laguna Hills, City of, California
470. Laguna Niguel, City of, California
471. Laguna Woods, City of, California
472. Lake, County of, California
473. Lake Elsinore, City of, California
474. Lake Forest, City of, California
475. Lakewood, City of, California
476. Lancaster, City of, California
477. Larkspur, City of, California
478. Lassen, County of, California
479. Lathrop, City of, California
480. Lawndale, City of, California
481. Lemon Grove, City of, California
482. Lemoore, City of, California
483. Lincoln, City of, California
484. Lindsay, City of, California
485. Livermore, City of, California
486. Livingston, City of, California
487. Lodi, City of, California
488. Loma Linda, City of, California
489. Lomita, City of, California
490. Lompoc, City of, California
491. Long Beach, City of, California
492. Los Alamitos, City of, California
493. Los Altos, City of, California
494. Los Angeles, City of, California
495. Los Angeles, County of, California
496. Los Banos, City of, California
497. Los Gatos, Town of, California
498. Lynwood, City of, California
499. Madera, City of, California
500. Madera, County of, California
501. Malibu, City of, California
502. Manhattan Beach, City of, California
503. Manteca, City of, California
504. Marin, County of, California
505. Marina, City of, California
FH11185097.1
506. Mariposa, County of, California
507. Martinez, City of, California
508. Marysville, City of, California
509. Maywood, City of, California
510. McFarland, City of, California
511. Mendocino, County of, California
512. Mendota, City of, California
513. Menifee, City of, California
514. Menlo Park, City of, California
515. Merced, City of, California
516. Merced, County of, California
517. Mill Valley, City of, California
518. Millbrae, City of, California
519. Milpitas, City of, California
520. Mission Viejo, City of, California
521. Modesto, City of, California
522. Mono, County of, California
523. Monrovia, City of, California
524. Montclair, City of, California
525. Montebello, City of, California
526. Monterey, City of, California
527. Monterey, County of, California
528. Monterey Park, City of, California
529. Moorpark, City of, California
530. Moraga, Town of, California
531. Moreno Valley, City of, California
532. Morgan Hill, City of, California
533. Morro Bay, City of, California
534. Mountain View, City of, California
535. Murrieta, City of, California
536. Napa, City of, California
537. Napa, County of, California
538. National City, City of, California
539. Nevada, County of, California
540. Newark, City of, California
541. Newman, City of, California
542. Newport Beach, City of, California
543. Norco, City of, California
544. Norwalk, City of, California
545. Novato, City of, California
546. Oakdale, City of, California
547. Oakland, City of, California
548. Oakley, City of, California
549. Oceanside, City of, California
550. Ontario, City of, California
551. Orange, City of, California
552. Orange, County of, California
553. Orange Cove, City of, California
554. Orinda, City of, California
555. Oroville, City of, California
556. Oxnard, City of, California
FH11185097.1
557. Pacific Grove, City of, California
558. Pacifica, City of, California
559. Palm Desert, City of, California
560. Palm Springs, City of, California
561. Palmdale, City of, California
562. Palo Alto, City of, California
563. Palos Verdes Estates, City of, California
564. Paramount, City of, California
565. Parlier, City of, California
566. Pasadena, City of, California
567. Patterson, City of, California
568. Perris, City of, California
569. Petaluma, City of, California
570. Pico Rivera, City of, California
571. Piedmont, City of, California
572. Pinole, City of, California
573. Pittsburg, City of, California
574. Placentia, City of, California
575. Placer, County of, California
576. Placerville, City of, California
577. Pleasant Hill, City of, California
578. Pleasanton, City of, California
579. Plumas, County of, California
580. Pomona, City of, California
581. Port Hueneme, City of, California
582. Porterville, City of, California
583. Poway, City of, California
584. Rancho Cordova, City of, California
585. Rancho Cucamonga, City of, California
586. Rancho Mirage, City of, California
587. Rancho Palos Verdes, City of, California
588. Rancho Santa Margarita, City of, California
589. Red Bluff, City of, California
590. Redding, City of, California
591. Redlands, City of, California
592. Redondo Beach, City of, California
593. Redwood City, City of, California
594. Reedley, City of, California
595. Rialto, City of, California
596. Richmond, City of, California
597. Ridgecrest, City of, California
598. Ripon, City of, California
599. Riverbank, City of, California
600. Riverside, City of, California
601. Riverside, County of, California
602. Rocklin, City of, California
603. Rohnert Park, City of, California
604. Rosemead, City of, California
605. Roseville, City of, California
606. Sacramento, City of, California
607. Sacramento, County of, California
FH11185097.1
608. Salinas, City of, California
609. San Anselmo, Town of, California
610. San Benito, County of, California
611. San Bernardino, City of, California
612. San Bernardino, County of, California
613. San Bruno, City of, California
614. San Buenaventura (Ventura), City of, California
615. San Carlos, City of, California
616. San Clemente, City of, California
617. San Diego, City of, California
618. San Diego, County of, California
619. San Dimas, City of, California
620. San Fernando, City of, California
621. San Francisco, City of/ County of, California
622. San Gabriel, City of, California
623. San Jacinto, City of, California
624. San Joaquin, County of, California
625. San Jose, City of, California
626. San Juan Capistrano, City of, California
627. San Leandro, City of, California
628. San Luis Obispo, City of, California
629. San Luis Obispo, County of, California
630. San Marcos, City of, California
631. San Marino, City of, California
632. San Mateo, City of, California
633. San Mateo, County of, California
634. San Pablo, City of, California
635. San Rafael, City of, California
636. San Ramon, City of, California
637. Sanger, City of, California
638. Santa Ana, City of, California
639. Santa Barbara, City of, California
640. Santa Barbara, County of, California
641. Santa Clara, City of, California
642. Santa Clara, County of, California
643. Santa Clarita, City of, California
644. Santa Cruz, City of, California
645. Santa Cruz, County of, California
646. Santa Fe Springs, City of, California
647. Santa Maria, City of, California
648. Santa Monica, City of, California
649. Santa Paula, City of, California
650. Santa Rosa, City of, California
651. Santee, City of, California
652. Saratoga, City of, California
653. Scotts Valley, City of, California
654. Seal Beach, City of, California
655. Seaside, City of, California
656. Selma, City of, California
657. Shafter, City of, California
658. Shasta, County of, California
FH11185097.1
659. Shasta Lake, City of, California
660. Sierra Madre, City of, California
661. Signal Hill, City of, California
662. Simi Valley, City of, California
663. Siskiyou, County of, California
664. Solana Beach, City of, California
665. Solano, County of, California
666. Soledad, City of, California
667. Sonoma, City of, California
668. Sonoma, County of, California
669. South El Monte, City of, California
670. South Gate, City of, California
671. South Lake Tahoe, City of, California
672. South Pasadena, City of, California
673. South San Francisco, City of, California
674. Stanislaus, County of, California
675. Stanton, City of, California
676. Stockton, City of, California
677. Suisun City, City of, California
678. Sunnyvale, City of, California
679. Susanville, City of, California
680. Sutter, County of, California
681. Tehachapi, City of, California
682. Tehama, County of, California
683. Temecula, City of, California
684. Temple City, City of, California
685. Thousand Oaks, City of, California
686. Torrance, City of, California
687. Tracy, City of, California
688. Trinity, County of, California
689. Truckee, Town of, California
690. Tulare, City of, California
691. Tulare, County of, California
692. Tuolumne, County of, California
693. Turlock, City of, California
694. Tustin, City of, California
695. Twentynine Palms, City of, California
696. Ukiah, City of, California
697. Union City, City of, California
698. Upland, City of, California
699. Vacaville, City of, California
700. Vallejo, City of, California
701. Ventura, County of, California
702. Victorville, City of, California
703. Visalia, City of, California
704. Vista, City of, California
705. Walnut, City of, California
706. Walnut Creek, City of, California
707. Wasco, City of, California
708. Watsonville, City of, California
709. West Covina, City of, California
FH11185097.1
710. West Hollywood, City of, California
711. West Sacramento, City of, California
712. Westminster, City of, California
713. Whittier, City of, California
714. Wildomar, City of, California
715. Windsor, Town of, California
716. Woodland, City of, California
717. Yolo, County of, California
718. Yorba Linda, City of, California
719. Yuba City, City of, California
720. Yuba, County of, California
721. Yucaipa, City of, California
722. Yucca Valley, Town of, California
723. Adams, County of, Colorado
724. Alamosa, County of, Colorado
725. Arapahoe, County of, Colorado
726. Archuleta, County of, Colorado
727. Arvada, City of, Colorado
728. Aurora, City of, Colorado
729. Boulder, City of, Colorado
730. Boulder, County of, Colorado
731. Brighton, City of, Colorado
732. Broomfield, City of/ County of, Colorado
733. Cañon City, City of, Colorado
734. Castle Pines, City of, Colorado
735. Castle Rock, Town of, Colorado
736. Centennial, City of, Colorado
737. Chaffee, County of, Colorado
738. Colorado Springs, City of, Colorado
739. Commerce City, City of, Colorado
740. Delta, County of, Colorado
741. Denver, City of/ County of, Colorado
742. Douglas, County of, Colorado
743. Durango, City of, Colorado
744. Eagle, County of, Colorado
745. El Paso, County of, Colorado
746. Elbert, County of, Colorado
747. Englewood, City of, Colorado
748. Erie, Town of, Colorado
749. Evans, City of, Colorado
750. Federal Heights, City of, Colorado
751. Firestone, Town of, Colorado
752. Fort Collins, City of, Colorado
753. Fort Morgan, City of, Colorado
754. Fountain, City of, Colorado
755. Frederick, Town of, Colorado
756. Fremont, County of, Colorado
757. Fruita, City of, Colorado
758. Garfield, County of, Colorado
759. Golden, City of, Colorado
760. Grand, County of, Colorado
FH11185097.1
761. Grand Junction, City of, Colorado
762. Greeley, City of, Colorado
763. Greenwood, Village of/ City of, Colorado
764. Gunnison, County of, Colorado
765. Jefferson, County of, Colorado
766. Johnstown, Town of, Colorado
767. La Plata, County of, Colorado
768. Lafayette, City of, Colorado
769. Lakewood, City of, Colorado
770. Larimer, County of, Colorado
771. Las Animas, County of, Colorado
772. Littleton, City of, Colorado
773. Logan, County of, Colorado
774. Lone Tree, City of, Colorado
775. Longmont, City of, Colorado
776. Louisville, City of, Colorado
777. Loveland, City of, Colorado
778. Mesa, County of, Colorado
779. Moffat, County of, Colorado
780. Montezuma, County of, Colorado
781. Montrose, City of, Colorado
782. Montrose, County of, Colorado
783. Morgan, County of, Colorado
784. Northglenn, City of, Colorado
785. Otero, County of, Colorado
786. Park, County of, Colorado
787. Parker, Town of, Colorado
788. Pitkin, County of, Colorado
789. Prowers, County of, Colorado
790. Pueblo, City of, Colorado
791. Pueblo, County of, Colorado
792. Rio Grande, County of, Colorado
793. Routt, County of, Colorado
794. Steamboat Springs, City of, Colorado
795. Sterling, City of, Colorado
796. Summit, County of, Colorado
797. Superior, Town of, Colorado
798. Teller, County of, Colorado
799. Thornton, City of, Colorado
800. Weld, County of, Colorado
801. Wellington, Town of, Colorado
802. Westminster, City of, Colorado
803. Wheat Ridge, City of, Colorado
804. Windsor, Town of, Colorado
805. Yuma, County of, Colorado
806. Ansonia, Town of/ City of, Connecticut
807. Avon, Town of, Connecticut
808. Berlin, Town of, Connecticut
809. Bethel, Town of, Connecticut
810. Bloomfield, Town of, Connecticut
811. Branford, Town of, Connecticut
FH11185097.1
812. Bridgeport, Town of/ City of, Connecticut
813. Bristol, City of/ Town of, Connecticut
814. Brookfield, Town of, Connecticut
815. Canton, Town of, Connecticut
816. Cheshire, Town of, Connecticut
817. Clinton, Town of, Connecticut
818. Colchester, Town of, Connecticut
819. Coventry, Town of, Connecticut
820. Cromwell, Town of, Connecticut
821. Danbury, City of/ Town of, Connecticut
822. Darien, Town of, Connecticut
823. Derby, City of/ Town of, Connecticut
824. East Hampton, Town of, Connecticut
825. East Hartford, Town of, Connecticut
826. East Haven, Town of, Connecticut
827. East Lyme, Town of, Connecticut
828. East Windsor, Town of, Connecticut
829. Ellington, Town of, Connecticut
830. Enfield, Town of, Connecticut
831. Fairfield, Town of, Connecticut
832. Farmington, Town of, Connecticut
833. Glastonbury, Town of, Connecticut
834. Granby, Town of, Connecticut
835. Greenwich, Town of, Connecticut
836. Griswold, Town of, Connecticut
837. Groton, Town of, Connecticut
838. Guilford, Town of, Connecticut
839. Hamden, Town of, Connecticut
840. Hartford, City of/ Town of, Connecticut
841. Killingly, Town of, Connecticut
842. Ledyard, Town of, Connecticut
843. Madison, Town of, Connecticut
844. Manchester, Town of, Connecticut
845. Mansfield, Town of, Connecticut
846. Meriden, City of/ Town of, Connecticut
847. Middletown, City of/ Town of, Connecticut
848. Milford, City of, Connecticut
849. Milford, Town of, Connecticut
850. Monroe, Town of, Connecticut
851. Montville, Town of, Connecticut
852. Naugatuck, Borough of/ Town of, Connecticut
853. New Britain, Town of/ City of, Connecticut
854. New Canaan, Town of, Connecticut
855. New Fairfield, Town of, Connecticut
856. New Haven, Town of/ City of, Connecticut
857. New London, City of/ Town of, Connecticut
858. New Milford, Town of, Connecticut
859. Newington, Town of, Connecticut
860. Newtown, Town of, Connecticut
861. North Branford, Town of, Connecticut
862. North Haven, Town of, Connecticut
FH11185097.1
863. Norwalk, City of/ Town of, Connecticut
864. Norwich, City of/ Town of, Connecticut
865. Old Saybrook, Town of, Connecticut
866. Orange, Town of, Connecticut
867. Oxford, Town of, Connecticut
868. Plainfield, Town of, Connecticut
869. Plainville, Town of, Connecticut
870. Plymouth, Town of, Connecticut
871. Ridgefield, Town of, Connecticut
872. Rocky Hill, Town of, Connecticut
873. Seymour, Town of, Connecticut
874. Shelton, City of/ Town of, Connecticut
875. Simsbury, Town of, Connecticut
876. Somers, Town of, Connecticut
877. South Windsor, Town of, Connecticut
878. Southbury, Town of, Connecticut
879. Southington, Town of, Connecticut
880. Stafford, Town of, Connecticut
881. Stamford, City of/ Town of, Connecticut
882. Stonington, Town of, Connecticut
883. Stratford, Town of, Connecticut
884. Suffield, Town of, Connecticut
885. Tolland, Town of, Connecticut
886. Torrington, City of/ Town of, Connecticut
887. Trumbull, Town of, Connecticut
888. Vernon, Town of, Connecticut
889. Wallingford, Town of, Connecticut
890. Waterbury, City of/ Town of, Connecticut
891. Waterford, Town of, Connecticut
892. Watertown, Town of, Connecticut
893. West Hartford, Town of, Connecticut
894. West Haven, City of/ Town of, Connecticut
895. Weston, Town of, Connecticut
896. Westport, Town of, Connecticut
897. Wethersfield, Town of, Connecticut
898. Wilton, Town of, Connecticut
899. Winchester, Town of, Connecticut
900. Windham, Town of, Connecticut
901. Windsor Locks, Town of, Connecticut
902. Windsor, Town of, Connecticut
903. Wolcott, Town of, Connecticut
904. Dover, City of, Delaware
905. Kent, County of, Delaware
906. Middletown, Town of, Delaware
907. Milford, City of, Delaware
908. New Castle, County of, Delaware
909. Newark, City of, Delaware
910. Smyrna, Town of, Delaware
911. Sussex, County of, Delaware
912. Wilmington, City of, Delaware
913. Acworth, City of, Georgia
FH11185097.1
914. Albany, City of, Georgia
915. Alpharetta, City of, Georgia
916. Americus, City of, Georgia
917. Appling, County of, Georgia
918. Athens-Clarke County, Unified Government of, Georgia
919. Atlanta, City of, Georgia
920. Augusta-Richmond County, Consolidated Government of, Georgia
921. Bacon, County of, Georgia
922. Bainbridge, City of, Georgia
923. Baldwin, County of, Georgia
924. Banks, County of, Georgia
925. Barrow, County of, Georgia
926. Bartow, County of, Georgia
927. Ben Hill, County of, Georgia
928. Berrien, County of, Georgia
929. Bleckley, County of, Georgia
930. Brantley, County of, Georgia
931. Braselton, Town of, Georgia
932. Brookhaven, City of, Georgia
933. Brooks, County of, Georgia
934. Brunswick, City of, Georgia
935. Bryan, County of, Georgia
936. Buford, City of, Georgia
937. Bulloch, County of, Georgia
938. Burke, County of, Georgia
939. Butts, County of, Georgia
940. Calhoun, City of, Georgia
941. Camden, County of, Georgia
942. Candler, County of, Georgia
943. Canton, City of, Georgia
944. Carroll, County of, Georgia
945. Carrollton, City of, Georgia
946. Cartersville, City of, Georgia
947. Catoosa, County of, Georgia
948. Chamblee, City of, Georgia
949. Charlton, County of, Georgia
950. Chatham, County of, Georgia
951. Chattooga, County of, Georgia
952. Cherokee, County of, Georgia
953. Clarkston, City of, Georgia
954. Clayton, County of, Georgia
955. Cobb, County of, Georgia
956. Coffee, County of, Georgia
957. College Park, City of, Georgia
958. Colquitt, County of, Georgia
959. Columbia, County of, Georgia
960. Columbus, City of, Georgia
961. Columbus, City of/ Muscogee, County of, Georgia
962. Conyers, City of, Georgia
963. Cook, County of, Georgia
964. Cordele, City of, Georgia
FH11185097.1
965. Covington, City of, Georgia
966. Coweta, County of, Georgia
967. Crawford, County of, Georgia
968. Crisp, County of, Georgia
969. Cusseta-Chattahoochee County, Unified Government of, Georgia
970. Dade, County of, Georgia
971. Dallas, City of, Georgia
972. Dalton, City of, Georgia
973. Dawson, County of, Georgia
974. Decatur, City of, Georgia
975. Decatur, County of, Georgia
976. DeKalb, County of, Georgia
977. Dodge, County of, Georgia
978. Dooly, County of, Georgia
979. Doraville, City of, Georgia
980. Dougherty, County of, Georgia
981. Douglas, City of, Georgia
982. Douglas, County of, Georgia
983. Douglasville, City of, Georgia
984. Dublin, City of, Georgia
985. Duluth, City of, Georgia
986. Dunwoody, City of, Georgia
987. Early, County of, Georgia
988. East Point, City of, Georgia
989. Effingham, County of, Georgia
990. Elbert, County of, Georgia
991. Emanuel, County of, Georgia
992. Evans, County of, Georgia
993. Fairburn, City of, Georgia
994. Fannin, County of, Georgia
995. Fayette, County of, Georgia
996. Fayetteville, City of, Georgia
997. Floyd, County of, Georgia
998. Forest Park, City of, Georgia
999. Forsyth, County of, Georgia
1000. Franklin, County of, Georgia
1001. Fulton, County of, Georgia
1002. Gainesville, City of, Georgia
1003. Gilmer, County of, Georgia
1004. Glynn, County of, Georgia
1005. Gordon, County of, Georgia
1006. Grady, County of, Georgia
1007. Greene, County of, Georgia
1008. Griffin, City of, Georgia
1009. Grovetown, City of, Georgia
1010. Gwinnett, County of, Georgia
1011. Habersham, County of, Georgia
1012. Hall, County of, Georgia
1013. Haralson, County of, Georgia
1014. Harris, County of, Georgia
1015. Hart, County of, Georgia
FH11185097.1
1016. Heard, County of, Georgia
1017. Henry, County of, Georgia
1018. Hinesville, City of, Georgia
1019. Holly Springs, City of, Georgia
1020. Houston, County of, Georgia
1021. Jackson, County of, Georgia
1022. Jasper, County of, Georgia
1023. Jeff Davis, County of, Georgia
1024. Jefferson, City of, Georgia
1025. Jefferson, County of, Georgia
1026. Johns Creek, City of, Georgia
1027. Jones, County of, Georgia
1028. Kennesaw, City of, Georgia
1029. Kingsland, City of, Georgia
1030. LaGrange, City of, Georgia
1031. Lamar, County of, Georgia
1032. Lanier, County of, Georgia
1033. Laurens, County of, Georgia
1034. Lawrenceville, City of, Georgia
1035. Lee, County of, Georgia
1036. Liberty, County of, Georgia
1037. Lilburn, City of, Georgia
1038. Loganville, City of, Georgia
1039. Long, County of, Georgia
1040. Lowndes, County of, Georgia
1041. Lumpkin, County of, Georgia
1042. Macon, County of, Georgia
1043. Macon-Bibb, County of, Georgia
1044. Madison, County of, Georgia
1045. Marietta, City of, Georgia
1046. McDonough, City of, Georgia
1047. McDuffie, County of, Georgia
1048. McIntosh, County of, Georgia
1049. Meriwether, County of, Georgia
1050. Milledgeville, City of, Georgia
1051. Milton, City of, Georgia
1052. Mitchell, County of, Georgia
1053. Monroe, City of, Georgia
1054. Monroe, County of, Georgia
1055. Morgan, County of, Georgia
1056. Moultrie, City of, Georgia
1057. Murray, County of, Georgia
1058. Newnan, City of, Georgia
1059. Newton, County of, Georgia
1060. Norcross, City of, Georgia
1061. Oconee, County of, Georgia
1062. Oglethorpe, County of, Georgia
1063. Paulding, County of, Georgia
1064. Peach, County of, Georgia
1065. Peachtree City, City of, Georgia
1066. Peachtree Corners, City of, Georgia
FH11185097.1
1067. Perry, City of, Georgia
1068. Pickens, County of, Georgia
1069. Pierce, County of, Georgia
1070. Pike, County of, Georgia
1071. Polk, County of, Georgia
1072. Pooler, City of, Georgia
1073. Powder Springs, City of, Georgia
1074. Pulaski, County of, Georgia
1075. Putnam, County of, Georgia
1076. Rabun, County of, Georgia
1077. Richmond Hill, City of, Georgia
1078. Rincon, City of, Georgia
1079. Riverdale, City of, Georgia
1080. Rockdale, County of, Georgia
1081. Rome, City of, Georgia
1082. Roswell, City of, Georgia
1083. Sandy Springs, City of, Georgia
1084. Savannah, City of, Georgia
1085. Screven, County of, Georgia
1086. Smyrna, City of, Georgia
1087. Snellville, City of, Georgia
1088. South Fulton, City of, Georgia
1089. Spalding, County of, Georgia
1090. St. Marys, City of, Georgia
1091. Statesboro, City of, Georgia
1092. Stephens, County of, Georgia
1093. Stockbridge, City of, Georgia
1094. Stonecrest, City of, Georgia
1095. Sugar Hill, City of, Georgia
1096. Sumter, County of, Georgia
1097. Suwanee, City of, Georgia
1098. Tattnall, County of, Georgia
1099. Telfair, County of, Georgia
1100. Thomas, County of, Georgia
1101. Thomasville, City of, Georgia
1102. Tift, County of, Georgia
1103. Tifton, City of, Georgia
1104. Toombs, County of, Georgia
1105. Towns, County of, Georgia
1106. Troup, County of, Georgia
1107. Tucker, City of, Georgia
1108. Union City, City of, Georgia
1109. Union, County of, Georgia
1110. Upson, County of, Georgia
1111. Valdosta, City of, Georgia
1112. Vidalia, City of, Georgia
1113. Villa Rica, City of, Georgia
1114. Walker, County of, Georgia
1115. Walton, County of, Georgia
1116. Ware, County of, Georgia
1117. Warner Robins, City of, Georgia
FH11185097.1
1118. Washington, County of, Georgia
1119. Waycross, City of, Georgia
1120. Wayne, County of, Georgia
1121. White, County of, Georgia
1122. Whitfield, County of, Georgia
1123. Winder, City of, Georgia
1124. Woodstock, City of, Georgia
1125. Worth, County of, Georgia
1126. Hawaii, County of, Hawaii
1127. Honolulu, County of/ City of, Hawaii
1128. Kauai, County of, Hawaii
1129. Maui, County of, Hawaii
1130. Ada, County of, Idaho
1131. Ammon, City of, Idaho
1132. Bannock, County of, Idaho
1133. Bingham, County of, Idaho
1134. Blackfoot, City of, Idaho
1135. Blaine, County of, Idaho
1136. Boise City, City of, Idaho
1137. Bonner, County of, Idaho
1138. Bonneville, County of, Idaho
1139. Boundary, County of, Idaho
1140. Burley, City of, Idaho
1141. Caldwell, City of, Idaho
1142. Canyon, County of, Idaho
1143. Cassia, County of, Idaho
1144. Chubbuck, City of, Idaho
1145. Coeur d'Alene, City of, Idaho
1146. Eagle, City of, Idaho
1147. Elmore, County of, Idaho
1148. Franklin, County of, Idaho
1149. Fremont, County of, Idaho
1150. Garden City, City of, Idaho
1151. Gem, County of, Idaho
1152. Gooding, County of, Idaho
1153. Hayden, City of, Idaho
1154. Idaho, County of, Idaho
1155. Idaho Falls, City of, Idaho
1156. Jefferson, County of, Idaho
1157. Jerome, City of, Idaho
1158. Jerome, County of, Idaho
1159. Kootenai, County of, Idaho
1160. Kuna, City of, Idaho
1161. Latah, County of, Idaho
1162. Lewiston, City of, Idaho
1163. Madison, County of, Idaho
1164. Meridian, City of, Idaho
1165. Minidoka, County of, Idaho
1166. Moscow, City of, Idaho
1167. Mountain Home, City of, Idaho
1168. Nampa, City of, Idaho
FH11185097.1
1169. Nez Perce, County of, Idaho
1170. Owyhee, County of, Idaho
1171. Payette, County of, Idaho
1172. Pocatello, City of, Idaho
1173. Post Falls, City of, Idaho
1174. Rexburg, City of, Idaho
1175. Shoshone, County of, Idaho
1176. Star, City of, Idaho
1177. Teton, County of, Idaho
1178. Twin Falls, City of, Idaho
1179. Twin Falls, County of, Idaho
1180. Valley, County of, Idaho
1181. Washington, County of, Idaho
1182. Adams, County of, Illinois
1183. Addison Township, Illinois
1184. Addison, Village of, Illinois
1185. Algonquin Township, Illinois
1186. Algonquin, Village of, Illinois
1187. Alsip, Village of, Illinois
1188. Alton, City of, Illinois
1189. Alton Township, Illinois
1190. Antioch Township, Illinois
1191. Antioch, Village of, Illinois
1192. Arlington Heights, Village of, Illinois
1193. Aurora, City of, Illinois
1194. Aurora Township, Illinois
1195. Aux Sable Township, Illinois
1196. Avon Township, Illinois
1197. Barrington Township, Illinois
1198. Barrington, Village of, Illinois
1199. Bartlett, Village of, Illinois
1200. Batavia, City of, Illinois
1201. Batavia Township, Illinois
1202. Beach Park, Village of, Illinois
1203. Belleville, City of, Illinois
1204. Bellwood, Village of, Illinois
1205. Belvidere, City of, Illinois
1206. Belvidere Township, Illinois
1207. Bensenville, Village of, Illinois
1208. Benton Township, Illinois
1209. Berwyn, City of, Illinois
1210. Berwyn Township, Illinois
1211. Blackberry Township, Illinois
1212. Bloom Township, Illinois
1213. Bloomingdale Township, Illinois
1214. Bloomingdale, Village of, Illinois
1215. Bloomington, City of, Illinois
1216. Bloomington City Township, Illinois
1217. Blue Island, City of, Illinois
1218. Bolingbrook, Village of, Illinois
1219. Bond, County of, Illinois
FH11185097.1
1220. Boone, County of, Illinois
1221. Bourbonnais Township, Illinois
1222. Bourbonnais, Village of, Illinois
1223. Bradley, Village of, Illinois
1224. Bremen Township, Illinois
1225. Bridgeview, Village of, Illinois
1226. Bristol Township, Illinois
1227. Brookfield, Village of, Illinois
1228. Bruce Township, Illinois
1229. Buffalo Grove, Village of, Illinois
1230. Burbank, City of, Illinois
1231. Bureau, County of, Illinois
1232. Burr Ridge, Village of, Illinois
1233. Cahokia, Village of, Illinois
1234. Calumet City, City of, Illinois
1235. Calumet Township, Illinois
1236. Campton Hills, Village of, Illinois
1237. Campton Township, Illinois
1238. Canton, City of, Illinois
1239. Canton Township, Illinois
1240. Capital Township, Illinois
1241. Carbondale, City of, Illinois
1242. Carbondale Township, Illinois
1243. Carol Stream, Village of, Illinois
1244. Carpentersville, Village of, Illinois
1245. Carroll, County of, Illinois
1246. Cary, Village of, Illinois
1247. Caseyville Township, Illinois
1248. Cass, County of, Illinois
1249. Centralia, City of, Illinois
1250. Centralia Township, Illinois
1251. Centreville Township, Illinois
1252. Champaign, City of, Illinois
1253. Champaign City Township, Illinois
1254. Champaign, County of, Illinois
1255. Champaign Township, Illinois
1256. Channahon Township, Illinois
1257. Channahon, Village of, Illinois
1258. Charleston, City of, Illinois
1259. Charleston Township, Illinois
1260. Chatham, Village of, Illinois
1261. Cherry Valley Township, Illinois
1262. Chicago, City of, Illinois
1263. Chicago Heights, City of, Illinois
1264. Chicago Ridge, Village of, Illinois
1265. Christian, County of, Illinois
1266. Cicero, Town of/ Township of, Illinois
1267. Clark, County of, Illinois
1268. Clay, County of, Illinois
1269. Clinton, County of, Illinois
1270. Coles, County of, Illinois
FH11185097.1
1271. Collinsville, City of, Illinois
1272. Collinsville Township, Illinois
1273. Coloma Township, Illinois
1274. Columbia, City of, Illinois
1275. Cook, County of, Illinois
1276. Cortland Township, Illinois
1277. Country Club Hills, City of, Illinois
1278. Crawford, County of, Illinois
1279. Crest Hill, City of, Illinois
1280. Crestwood, Village of, Illinois
1281. Crete Township, Illinois
1282. Crystal Lake, City of, Illinois
1283. Cuba Township, Illinois
1284. Cumberland, County of, Illinois
1285. Cunningham Township, Illinois
1286. Danville, City of, Illinois
1287. Danville Township, Illinois
1288. Darien, City of, Illinois
1289. De Witt, County of, Illinois
1290. Decatur, City of, Illinois
1291. Decatur Township, Illinois
1292. Deerfield, Village of, Illinois
1293. DeKalb, City of, Illinois
1294. DeKalb, County of, Illinois
1295. DeKalb Township, Illinois
1296. Des Plaines, City of, Illinois
1297. Dixon, City of, Illinois
1298. Dixon Township, Illinois
1299. Dolton, Village of, Illinois
1300. Dorr Township, Illinois
1301. Douglas, County of, Illinois
1302. Douglas Township, Illinois
1303. Downers Grove Township, Illinois
1304. Downers Grove, Village of, Illinois
1305. Du Page Township, Illinois
1306. Dundee Township, Illinois
1307. DuPage, County of, Illinois
1308. East Moline, City of, Illinois
1309. East Peoria, City of, Illinois
1310. East St. Louis, City of, Illinois
1311. East St. Louis Township, Illinois
1312. Edgar, County of, Illinois
1313. Edwardsville, City of, Illinois
1314. Edwardsville Township, Illinois
1315. Effingham, City of, Illinois
1316. Effingham, County of, Illinois
1317. Ela Township, Illinois
1318. Elgin, City of, Illinois
1319. Elgin Township, Illinois
1320. Elk Grove Township, Illinois
1321. Elk Grove Village, Village of, Illinois
FH11185097.1
1322. Elmhurst, City of, Illinois
1323. Elmwood Park, Village of, Illinois
1324. Evanston, City of, Illinois
1325. Evergreen Park, Village of, Illinois
1326. Fairview Heights, City of, Illinois
1327. Fayette, County of, Illinois
1328. Flagg Township, Illinois
1329. Fondulac Township, Illinois
1330. Ford, County of, Illinois
1331. Forest Park, Village of, Illinois
1332. Fox Lake, Village of, Illinois
1333. Frankfort Township, Illinois
1334. Frankfort, Village of, Illinois
1335. Franklin, County of, Illinois
1336. Franklin Park, Village of, Illinois
1337. Freeport, City of, Illinois
1338. Freeport Township, Illinois
1339. Fremont Township, Illinois
1340. Fulton, County of, Illinois
1341. Galesburg, City of, Illinois
1342. Galesburg City Township, Illinois
1343. Geneva, City of, Illinois
1344. Geneva Township, Illinois
1345. Glen Carbon, Village of, Illinois
1346. Glen Ellyn, Village of, Illinois
1347. Glendale Heights, Village of, Illinois
1348. Glenview, Village of, Illinois
1349. Godfrey Township, Illinois
1350. Godfrey, Village of, Illinois
1351. Grafton Township, Illinois
1352. Granite City, City of, Illinois
1353. Granite City Township, Illinois
1354. Grant Township, Illinois
1355. Grayslake, Village of, Illinois
1356. Greene, County of, Illinois
1357. Greenwood Township, Illinois
1358. Groveland Township, Illinois
1359. Grundy, County of, Illinois
1360. Gurnee, Village of, Illinois
1361. Hampton Township, Illinois
1362. Hancock, County of, Illinois
1363. Hanover Park, Village of, Illinois
1364. Hanover Township, Illinois
1365. Harlem Township, Illinois
1366. Harrisburg Township, Illinois
1367. Harvey, City of, Illinois
1368. Hazel Crest, Village of, Illinois
1369. Henry, County of, Illinois
1370. Herrin, City of, Illinois
1371. Hickory Hills, City of, Illinois
1372. Hickory Point Township, Illinois
FH11185097.1
1373. Highland Park, City of, Illinois
1374. Hinsdale, Village of, Illinois
1375. Hoffman Estates, Village of, Illinois
1376. Homer Glen, Village of, Illinois
1377. Homer Township, Illinois
1378. Homewood, Village of, Illinois
1379. Huntley, Village of, Illinois
1380. Iroquois, County of, Illinois
1381. Jackson, County of, Illinois
1382. Jacksonville, City of, Illinois
1383. Jarvis Township, Illinois
1384. Jefferson, County of, Illinois
1385. Jersey, County of, Illinois
1386. Jo Daviess, County of, Illinois
1387. Johnson, County of, Illinois
1388. Joliet, City of, Illinois
1389. Joliet Township, Illinois
1390. Justice, Village of, Illinois
1391. Kane, County of, Illinois
1392. Kankakee, City of, Illinois
1393. Kankakee, County of, Illinois
1394. Kankakee Township, Illinois
1395. Kendall, County of, Illinois
1396. Kewanee, City of, Illinois
1397. Knox, County of, Illinois
1398. La Grange Park, Village of, Illinois
1399. La Grange, Village of, Illinois
1400. Lake, County of, Illinois
1401. Lake Forest, City of, Illinois
1402. Lake in the Hills, Village of, Illinois
1403. Lake Villa Township, Illinois
1404. Lake Zurich, Village of, Illinois
1405. Lansing, Village of, Illinois
1406. LaSalle, County of, Illinois
1407. LaSalle Township, Illinois
1408. Lawrence, County of, Illinois
1409. Lee, County of, Illinois
1410. Lemont Township, Illinois
1411. Lemont, Village of, Illinois
1412. Leyden Township, Illinois
1413. Libertyville Township, Illinois
1414. Libertyville, Village of, Illinois
1415. Limestone Township, Illinois
1416. Lincoln, City of, Illinois
1417. Lincolnwood, Village of, Illinois
1418. Lindenhurst, Village of, Illinois
1419. Lisle Township, Illinois
1420. Lisle, Village of, Illinois
1421. Little Rock Township, Illinois
1422. Livingston, County of, Illinois
1423. Lockport, City of, Illinois
FH11185097.1
1424. Lockport Township, Illinois
1425. Logan, County of, Illinois
1426. Lombard, Village of, Illinois
1427. Long Creek Township, Illinois
1428. Loves Park, City of, Illinois
1429. Lyons Township, Illinois
1430. Lyons, Village of, Illinois
1431. Machesney Park, Village of, Illinois
1432. Macomb, City of, Illinois
1433. Macomb City Township, Illinois
1434. Macon, County of, Illinois
1435. Macoupin, County of, Illinois
1436. Madison, County of, Illinois
1437. Mahomet Township, Illinois
1438. Maine Township, Illinois
1439. Manhattan Township, Illinois
1440. Manteno Township, Illinois
1441. Marion, City of, Illinois
1442. Marion, County of, Illinois
1443. Markham, City of, Illinois
1444. Marshall, County of, Illinois
1445. Mason, County of, Illinois
1446. Massac, County of, Illinois
1447. Matteson, Village of, Illinois
1448. Mattoon, City of, Illinois
1449. Mattoon, Township of, Illinois
1450. Maywood, Village of, Illinois
1451. McDonough, County of, Illinois
1452. McHenry, City of, Illinois
1453. McHenry, County of, Illinois
1454. McHenry, Township of, Illinois
1455. McLean, County of, Illinois
1456. Medina, Township of, Illinois
1457. Melrose Park, Village of, Illinois
1458. Menard, County of, Illinois
1459. Mercer, County of, Illinois
1460. Midlothian, Village of, Illinois
1461. Milton Township, Illinois
1462. Minooka, Village of, Illinois
1463. Mokena, Village of, Illinois
1464. Moline, City of, Illinois
1465. Moline, Township of, Illinois
1466. Monee, Township of, Illinois
1467. Monroe, County of, Illinois
1468. Montgomery, County of, Illinois
1469. Montgomery, Village of, Illinois
1470. Moraine, Township of, Illinois
1471. Morgan, County of, Illinois
1472. Morris, City of, Illinois
1473. Morton Grove, Village of, Illinois
1474. Morton, Township of, Illinois
FH11185097.1
1475. Morton, Village of, Illinois
1476. Moultrie, County of, Illinois
1477. Mount Prospect, Village of, Illinois
1478. Mount Vernon, City of, Illinois
1479. Mount Vernon, Township of, Illinois
1480. Mundelein, Village of, Illinois
1481. Nameoki, Township of, Illinois
1482. Naperville, City of, Illinois
1483. Naperville, Township of, Illinois
1484. New Lenox, Township of, Illinois
1485. New Lenox, Village of, Illinois
1486. New Trier, Township of, Illinois
1487. Newell, Township of, Illinois
1488. Niles, Township of, Illinois
1489. Niles, Village of, Illinois
1490. Normal, Town of, Illinois
1491. Normal, Township of, Illinois
1492. Norridge, Village of, Illinois
1493. North Aurora, Village of, Illinois
1494. North Chicago, City of, Illinois
1495. Northbrook, Village of, Illinois
1496. Northfield, Township of, Illinois
1497. Northlake, City of, Illinois
1498. Norwood Park, Township of, Illinois
1499. Nunda, Township of, Illinois
1500. Oak Forest, City of, Illinois
1501. Oak Lawn, Village of, Illinois
1502. Oak Park, Township of, Illinois
1503. Oak Park, Village of, Illinois
1504. O'Fallon, City of, Illinois
1505. O'Fallon, Township of, Illinois
1506. Ogle, County of, Illinois
1507. Orland Park, Village of, Illinois
1508. Orland, Township of, Illinois
1509. Oswego, Township of, Illinois
1510. Oswego, Village of, Illinois
1511. Ottawa, City of, Illinois
1512. Ottawa, Township of, Illinois
1513. Palatine, Township of, Illinois
1514. Palatine, Village of, Illinois
1515. Palos Heights, City of, Illinois
1516. Palos Hills, City of, Illinois
1517. Palos, Township of, Illinois
1518. Park Forest, Village of, Illinois
1519. Park Ridge, City of, Illinois
1520. Pekin, City of, Illinois
1521. Pekin, Township of, Illinois
1522. Peoria, City of, Illinois
1523. Peoria City Township, Illinois
1524. Peoria, County of, Illinois
1525. Perry, County of, Illinois
FH11185097.1
1526. Peru, Township of, Illinois
1527. Piatt, County of, Illinois
1528. Pike, County of, Illinois
1529. Plainfield, Township of, Illinois
1530. Plainfield, Village of, Illinois
1531. Plano, City of, Illinois
1532. Pontiac, City of, Illinois
1533. Pontiac, Township of, Illinois
1534. Prospect Heights, City of, Illinois
1535. Proviso, Township of, Illinois
1536. Quincy, City of, Illinois
1537. Quincy, Township of, Illinois
1538. Randolph, County of, Illinois
1539. Rantoul, Township of,Illinois
1540. Rantoul, Village of, Illinois
1541. Rich, Township of, Illinois
1542. Richland, County of, Illinois
1543. Richton Park, Village of, Illinois
1544. River Forest, Township of, Illinois
1545. River Forest, Village of, Illinois
1546. Riverdale, Village of, Illinois
1547. Riverside, Township of, Illinois
1548. Rock Island, City of, Illinois
1549. Rock Island, County of, Illinois
1550. Rock Island, Township of, Illinois
1551. Rockford, City of, Illinois
1552. Rockford, Township of, Illinois
1553. Rockton, Township of, Illinois
1554. Rolling Meadows, City of, Illinois
1555. Romeoville, Village of, Illinois
1556. Roscoe, Township of, Illinois
1557. Roscoe, Village of, Illinois
1558. Roselle, Village of, Illinois
1559. Round Lake Beach, Village of, Illinois
1560. Round Lake, Village of, Illinois
1561. Rutland, Township of, Illinois
1562. Saline, County of, Illinois
1563. Sangamon, County of, Illinois
1564. Sauk Village, Village of, Illinois
1565. Schaumburg, Township of, Illinois
1566. Schaumburg, Village of, Illinois
1567. Schiller Park, Village of, Illinois
1568. Shelby, County of, Illinois
1569. Shields, Township of, Illinois
1570. Shiloh Valley, Township of, Illinois
1571. Shiloh, Village of, Illinois
1572. Shorewood, Village of, Illinois
1573. Skokie, Village of, Illinois
1574. South Elgin, Village of, Illinois
1575. South Holland, Village of, Illinois
1576. South Moline, Township of, Illinois
FH11185097.1
1577. South Rock Island, Township of, Illinois
1578. Springfield, City of, Illinois
1579. St. Charles, City of, Illinois
1580. St. Charles, Township of, Illinois
1581. St. Clair, County of, Illinois
1582. St. Clair, Township of, Illinois
1583. Stephenson, County of, Illinois
1584. Sterling, City of, Illinois
1585. Sterling, Township of, Illinois
1586. Stickney, Township of, Illinois
1587. Streamwood, Village of, Illinois
1588. Streator, City of, Illinois
1589. Sugar Grove, Township of, Illinois
1590. Summit, Village of, Illinois
1591. Swansea, Village of, Illinois
1592. Sycamore, City of, Illinois
1593. Sycamore, Township of, Illinois
1594. Taylorville, City of, Illinois
1595. Taylorville, Township of, Illinois
1596. Tazewell, County of, Illinois
1597. Thornton, Township of, Illinois
1598. Tinley Park, Village of, Illinois
1599. Troy, City of, Illinois
1600. Troy, Township of, Illinois
1601. Union, County of, Illinois
1602. Urbana, City of, Illinois
1603. Vermilion, County of, Illinois
1604. Vernon Hills, Village of, Illinois
1605. Vernon, Township of, Illinois
1606. Villa Park, Village of, Illinois
1607. Wabash, County of, Illinois
1608. Warren, County of, Illinois
1609. Warren, Township of, Illinois
1610. Warrenville, City of, Illinois
1611. Washington, City of, Illinois
1612. Washington, County of, Illinois
1613. Washington, Township of, Illinois
1614. Waterloo, City of, Illinois
1615. Wauconda, Township of, Illinois
1616. Wauconda, Village of, Illinois
1617. Waukegan, City of, Illinois
1618. Waukegan, Township of, Illinois
1619. Wayne, County of, Illinois
1620. Wayne, Township of, Illinois
1621. West Chicago, City of, Illinois
1622. West Deerfield, Township of, Illinois
1623. Westchester, Village of, Illinois
1624. Western Springs, Village of, Illinois
1625. Westmont, Village of, Illinois
1626. Wheatland, Township of, Illinois
1627. Wheaton, City of, Illinois
FH11185097.1
1628. Wheeling, Township of, Illinois
1629. Wheeling, Village of, Illinois
1630. White, County of, Illinois
1631. Whiteside, County of, Illinois
1632. Will, County of, Illinois
1633. Williamson, County of, Illinois
1634. Wilmette, Village of, Illinois
1635. Winfield, Township of, Illinois
1636. Winnebago, County of, Illinois
1637. Winnetka, Village of, Illinois
1638. Wood Dale, City of, Illinois
1639. Wood River, City of, Illinois
1640. Wood River, Township of, Illinois
1641. Woodford, County of, Illinois
1642. Woodridge, Village of, Illinois
1643. Woodside, Township of, Illinois
1644. Woodstock, City of, Illinois
1645. Worth, Township of, Illinois
1646. Worth, Village of, Illinois
1647. York, Township of, Illinois
1648. Yorkville, City of, Illinois
1649. Zion, City of, Illinois
1650. Zion, Township of, Illinois
1651. Aboite, Township of, Indiana
1652. Adams, County of, Indiana
1653. Adams, Township of, Indiana
1654. Addison, Township of, Indiana
1655. Allen, County of, Indiana
1656. Anderson, City of, Indiana
1657. Anderson, Township of, Indiana
1658. Auburn, City of, Indiana
1659. Avon, Town of, Indiana
1660. Bainbridge, Township of, Indiana
1661. Bartholomew, County of, Indiana
1662. Baugo, Township of, Indiana
1663. Bedford, City of, Indiana
1664. Beech Grove, City of, Indiana
1665. Blackford, County of, Indiana
1666. Bloomington, City of, Indiana
1667. Bloomington, Township of, Indiana
1668. Bluffton, City of, Indiana
1669. Boon, Township of, Indiana
1670. Boone, County of, Indiana
1671. Brown, County of, Indiana
1672. Brown, Township of, Indiana
1673. Brownsburg, Town of, Indiana
1674. Calumet, Township of, Indiana
1675. Carmel, City of, Indiana
1676. Carroll, County of, Indiana
1677. Cass, County of, Indiana
1678. Cedar Creek, Township of, Indiana
FH11185097.1
1679. Cedar Lake, Town of, Indiana
1680. Center, Township of, Indiana
1681. Centre, Township of, Indiana
1682. Charlestown, Township of, Indiana
1683. Chesterton, Town of, Indiana
1684. Clark, County of, Indiana
1685. Clarksville, Town of, Indiana
1686. Clay, County of, Indiana
1687. Clay, Township of, Indiana
1688. Cleveland, Township of, Indiana
1689. Clinton, County of, Indiana
1690. Columbia, Township of, Indiana
1691. Columbus, City of, Indiana
1692. Columbus, Township of, Indiana
1693. Concord, Township of, Indiana
1694. Connersville, City of, Indiana
1695. Connersville, Township of, Indiana
1696. Coolspring, Township of, Indiana
1697. Crawford, County of, Indiana
1698. Crawfordsville, City of, Indiana
1699. Crown Point, City of, Indiana
1700. Danville, Town of, Indiana
1701. Daviess, County of, Indiana
1702. Dearborn, County of, Indiana
1703. Decatur, County of, Indiana
1704. Decatur, Township of, Indiana
1705. DeKalb, County of, Indiana
1706. Delaware, County of, Indiana
1707. Delaware, Township of, Indiana
1708. Dubois, County of, Indiana
1709. Dyer, Town of, Indiana
1710. East Chicago, City of, Indiana
1711. Eel, Township of, Indiana
1712. Elkhart, City of, Indiana
1713. Elkhart, County of, Indiana
1714. Elkhart, Township of, Indiana
1715. Evansville, City of, Indiana
1716. Fairfield, Township of, Indiana
1717. Fall Creek, Township of, Indiana
1718. Fayette, County of, Indiana
1719. Fishers, City of, Indiana
1720. Floyd, County of, Indiana
1721. Fort Wayne, City of, Indiana
1722. Fountain, County of, Indiana
1723. Frankfort, City of, Indiana
1724. Franklin, City of, Indiana
1725. Franklin, County of, Indiana
1726. Franklin, Township of, Indiana
1727. Fulton, County of, Indiana
1728. Gary, City of, Indiana
1729. Georgetown, Township of, Indiana
FH11185097.1
1730. Gibson, County of, Indiana
1731. Goshen, City of, Indiana
1732. Grant, County of, Indiana
1733. Greencastle, City of, Indiana
1734. Greencastle, Township of, Indiana
1735. Greene, County of, Indiana
1736. Greenfield, City of, Indiana
1737. Greensburg, City of, Indiana
1738. Greenwood, City of, Indiana
1739. Griffith, Town of, Indiana
1740. Guilford, Township of, Indiana
1741. Hamilton, County of, Indiana
1742. Hammond, City of, Indiana
1743. Hancock, County of, Indiana
1744. Hanover, Township of, Indiana
1745. Harris, Township of, Indiana
1746. Harrison, County of, Indiana
1747. Harrison, Township of, Indiana
1748. Hendricks, County of, Indiana
1749. Henry, County of, Indiana
1750. Henry, Township of, Indiana
1751. Highland, Town of, Indiana
1752. Hobart, City of, Indiana
1753. Hobart, Township of, Indiana
1754. Honey Creek, Township of, Indiana
1755. Howard, County of, Indiana
1756. Huntington, City of, Indiana
1757. Huntington, County of, Indiana
1758. Huntington, Township of, Indiana
1759. Jackson, County of, Indiana
1760. Jackson, Township of, Indiana
1761. Jasper, City of, Indiana
1762. Jasper, County of, Indiana
1763. Jay, County of, Indiana
1764. Jefferson, County of, Indiana
1765. Jefferson, Township of, Indiana
1766. Jeffersonville, City of, Indiana
1767. Jeffersonville, Township of, Indiana
1768. Jennings, County of, Indiana
1769. Johnson, County of, Indiana
1770. Keener, Township of, Indiana
1771. Knight, Township of, Indiana
1772. Knox, County of, Indiana
1773. Kokomo, City of, Indiana
1774. Kosciusko, County of, Indiana
1775. La Porte, City of, Indiana
1776. Lafayette, City of, Indiana
1777. LaGrange, County of, Indiana
1778. Lake, County of, Indiana
1779. Lake Station, City of, Indiana
1780. LaPorte, County of, Indiana
FH11185097.1
1781. Lawrence, City of, Indiana
1782. Lawrence, County of, Indiana
1783. Lawrence, Township of, Indiana
1784. Lawrenceburg, Township of, Indiana
1785. Lebanon, City of, Indiana
1786. Lincoln, Township of, Indiana
1787. Logansport, City of, Indiana
1788. Lost Creek, Township of, Indiana
1789. Madison, City of, Indiana
1790. Madison, County of, Indiana
1791. Madison, Township of, Indiana
1792. Marion, City of, Indiana
1793. Marion, County of/ Indianapolis, City of, Indiana
1794. Marshall, County of, Indiana
1795. Martin, County of, Indiana
1796. Martinsville, City of, Indiana
1797. Merrillville, Town of, Indiana
1798. Miami, County of, Indiana
1799. Michigan City, City of, Indiana
1800. Michigan, Township of, Indiana
1801. Mill, Township of, Indiana
1802. Mishawaka, City of, Indiana
1803. Monroe, County of, Indiana
1804. Montgomery, County of, Indiana
1805. Morgan, County of, Indiana
1806. Muncie, City of, Indiana
1807. Munster, Town of, Indiana
1808. New Albany, City of, Indiana
1809. New Albany, Township of, Indiana
1810. New Castle, City of, Indiana
1811. New Haven, City of, Indiana
1812. Newton, County of, Indiana
1813. Noble, County of, Indiana
1814. Noble, Township of, Indiana
1815. Noblesville, City of, Indiana
1816. Noblesville, Township of, Indiana
1817. North, Township of, Indiana
1818. Ohio, Township of, Indiana
1819. Orange, County of, Indiana
1820. Osolo, Township of, Indiana
1821. Owen, County of, Indiana
1822. Parke, County of, Indiana
1823. Patoka, Township of, Indiana
1824. Penn, Township of, Indiana
1825. Perry, County of, Indiana
1826. Perry, Township of, Indiana
1827. Peru, City of, Indiana
1828. Peru, Township of, Indiana
1829. Pigeon, Township of, Indiana
1830. Pike, County of, Indiana
1831. Pike, Township of, Indiana
FH11185097.1
1832. Pipe Creek, Township of, Indiana
1833. Plainfield, Town of, Indiana
1834. Pleasant, Township of, Indiana
1835. Portage, City of, Indiana
1836. Portage, Township of, Indiana
1837. Porter, County of, Indiana
1838. Posey, County of, Indiana
1839. Pulaski, County of, Indiana
1840. Putnam, County of, Indiana
1841. Randolph, County of, Indiana
1842. Richland, Township of, Indiana
1843. Richmond, City of, Indiana
1844. Ripley, County of, Indiana
1845. Ross, Township of, Indiana
1846. Rush, County of, Indiana
1847. Schererville, Town of, Indiana
1848. Scott, County of, Indiana
1849. Seymour, City of, Indiana
1850. Shawswick, Township of, Indiana
1851. Shelby, County of, Indiana
1852. Shelbyville, City of, Indiana
1853. Silver Creek, Township of, Indiana
1854. South Bend, City of, Indiana
1855. Speedway, Town of, Indiana
1856. Spencer, County of, Indiana
1857. St. John, Town of, Indiana
1858. St. John, Township of, Indiana
1859. St. Joseph, County of, Indiana
1860. St. Joseph, Township of, Indiana
1861. Starke, County of, Indiana
1862. Steuben, County of, Indiana
1863. Sugar Creek, Township of, Indiana
1864. Sullivan, County of, Indiana
1865. Switzerland, County of, Indiana
1866. Terre Haute, City of, Indiana
1867. Tippecanoe, County of, Indiana
1868. Tipton, County of, Indiana
1869. Troy, Township of, Indiana
1870. Union, Township of, Indiana
1871. Valparaiso, City of, Indiana
1872. Van Buren, Township of, Indiana
1873. Vanderburgh, County of, Indiana
1874. Vermillion, County of, Indiana
1875. Vernon, Township of, Indiana
1876. Vigo, County of, Indiana
1877. Vincennes, City of, Indiana
1878. Vincennes, Township of, Indiana
1879. Wabash, County of, Indiana
1880. Wabash, Township of, Indiana
1881. Warren, Township of, Indiana
1882. Warrick, County of, Indiana
FH11185097.1
1883. Warsaw, City of, Indiana
1884. Washington, City of, Indiana
1885. Washington, County of, Indiana
1886. Washington, Township of, Indiana
1887. Wayne, County of, Indiana
1888. Wayne, Township of, Indiana
1889. Wea, Township of, Indiana
1890. Wells, County of, Indiana
1891. West Lafayette, City of, Indiana
1892. Westchester, Township of, Indiana
1893. Westfield, City of, Indiana
1894. White, County of, Indiana
1895. White River, Township of, Indiana
1896. Whitley, County of, Indiana
1897. Winfield, Township of, Indiana
1898. Yorktown, Town of, Indiana
1899. Zionsville, Town of, Indiana
1900. Allamakee, County of, Iowa
1901. Altoona, City of, Iowa
1902. Ames, City of, Iowa
1903. Ankeny, City of, Iowa
1904. Appanoose, County of, Iowa
1905. Benton, County of, Iowa
1906. Bettendorf, City of, Iowa
1907. Black Hawk, County of, Iowa
1908. Boone, City of, Iowa
1909. Boone, County of, Iowa
1910. Bremer, County of, Iowa
1911. Buchanan, County of, Iowa
1912. Buena Vista, County of, Iowa
1913. Burlington, City of, Iowa
1914. Butler, County of, Iowa
1915. Carroll, County of, Iowa
1916. Cass, County of, Iowa
1917. Cedar, County of, Iowa
1918. Cedar Falls, City of, Iowa
1919. Cedar Rapids, City of, Iowa
1920. Cerro Gordo, County of, Iowa
1921. Cherokee, County of, Iowa
1922. Chickasaw, County of, Iowa
1923. Clay, County of, Iowa
1924. Clayton, County of, Iowa
1925. Clinton, City of, Iowa
1926. Clinton, County of, Iowa
1927. Clive, City of, Iowa
1928. Coralville, City of, Iowa
1929. Council Bluffs, City of, Iowa
1930. Crawford, County of, Iowa
1931. Dallas, County of, Iowa
1932. Davenport, City of, Iowa
1933. Delaware, County of, Iowa
FH11185097.1
1934. Des Moines, City of, Iowa
1935. Des Moines, County of, Iowa
1936. Dickinson, County of, Iowa
1937. Dubuque, City of, Iowa
1938. Dubuque, County of, Iowa
1939. Fairfield, City of, Iowa
1940. Fayette, County of, Iowa
1941. Floyd, County of, Iowa
1942. Fort Dodge, City of, Iowa
1943. Fort Madison, City of, Iowa
1944. Franklin, County of, Iowa
1945. Grimes, City of, Iowa
1946. Grundy, County of, Iowa
1947. Guthrie, County of, Iowa
1948. Hamilton, County of, Iowa
1949. Hancock, County of, Iowa
1950. Hardin, County of, Iowa
1951. Harrison, County of, Iowa
1952. Henry, County of, Iowa
1953. Indianola, City of, Iowa
1954. Iowa City, City of, Iowa
1955. Iowa, County of, Iowa
1956. Jackson, County of, Iowa
1957. Jasper, County of, Iowa
1958. Jefferson, County of, Iowa
1959. Johnson, County of, Iowa
1960. Johnston, City of, Iowa
1961. Jones, County of, Iowa
1962. Keokuk, City of, Iowa
1963. Keokuk, County of, Iowa
1964. Kossuth, County of, Iowa
1965. Le Mars, City of, Iowa
1966. Lee, County of, Iowa
1967. Linn, County of, Iowa
1968. Louisa, County of, Iowa
1969. Lyon, County of, Iowa
1970. Madison, County of, Iowa
1971. Mahaska, County of, Iowa
1972. Marion, City of, Iowa
1973. Marion, County of, Iowa
1974. Marshall, County of, Iowa
1975. Marshalltown, City of, Iowa
1976. Mason City, City of, Iowa
1977. Mills, County of, Iowa
1978. Mitchell, County of, Iowa
1979. Muscatine, City of, Iowa
1980. Muscatine, County of, Iowa
1981. Newton, City of, Iowa
1982. North Liberty, City of, Iowa
1983. Norwalk, City of, Iowa
1984. O'Brien, County of, Iowa
FH11185097.1
1985. Oskaloosa, City of, Iowa
1986. Ottumwa, City of, Iowa
1987. Page, County of, Iowa
1988. Pella, City of, Iowa
1989. Pleasant Hill, City of, Iowa
1990. Plymouth, County of, Iowa
1991. Polk, County of, Iowa
1992. Pottawattamie, County of, Iowa
1993. Poweshiek, County of, Iowa
1994. Scott, County of, Iowa
1995. Shelby, County of, Iowa
1996. Sioux City, City of, Iowa
1997. Sioux, County of, Iowa
1998. Spencer, City of, Iowa
1999. Storm Lake, City of, Iowa
2000. Story, County of, Iowa
2001. Tama, County of, Iowa
2002. Union, County of, Iowa
2003. Urbandale, City of, Iowa
2004. Wapello, County of, Iowa
2005. Warren, County of, Iowa
2006. Washington, County of, Iowa
2007. Waterloo, City of, Iowa
2008. Waukee, City of, Iowa
2009. Waverly, City of, Iowa
2010. Webster, County of, Iowa
2011. West Des Moines, City of, Iowa
2012. Winnebago, County of, Iowa
2013. Winneshiek, County of, Iowa
2014. Woodbury, County of, Iowa
2015. Wright, County of, Iowa
2016. Allen, County of, Kansas
2017. Andover, City of, Kansas
2018. Arkansas City, City of, Kansas
2019. Atchison, City of, Kansas
2020. Atchison, County of, Kansas
2021. Barton, County of, Kansas
2022. Bourbon, County of, Kansas
2023. Bruno, Township of, Kansas
2024. Butler, County of, Kansas
2025. Cherokee, County of, Kansas
2026. Cowley, County of, Kansas
2027. Crawford, County of, Kansas
2028. Derby, City of, Kansas
2029. Dickinson, County of, Kansas
2030. Dodge City, City of, Kansas
2031. Douglas, County of, Kansas
2032. El Dorado, City of, Kansas
2033. Ellis, County of, Kansas
2034. Emporia, City of, Kansas
2035. Fairmount, Township of, Kansas
FH11185097.1
2036. Finney, County of, Kansas
2037. Ford, County of, Kansas
2038. Franklin, County of, Kansas
2039. Garden City, City of, Kansas
2040. Gardner, City of, Kansas
2041. Geary, County of, Kansas
2042. Great Bend, City of, Kansas
2043. Harvey, County of, Kansas
2044. Hays, City of, Kansas
2045. Haysville, City of, Kansas
2046. Haysville, City of, Kansas
2047. Hutchinson, City of, Kansas
2048. Jackson, County of, Kansas
2049. Jefferson, County of, Kansas
2050. Johnson, County of, Kansas
2051. Junction City, City of, Kansas
2052. Kansas City, City of, Kansas
2053. Kansas City, City of, Kansas
2054. Labette, County of, Kansas
2055. Lansing, City of, Kansas
2056. Lawrence, City of, Kansas
2057. Lawrence, City of, Kansas
2058. Leavenworth, City of, Kansas
2059. Leavenworth, County of, Kansas
2060. Leawood, City of, Kansas
2061. Lenexa, City of, Kansas
2062. Liberal, City of, Kansas
2063. Lyon, County of, Kansas
2064. Madison, Township of, Kansas
2065. Manhattan, City of, Kansas
2066. Marion, County of, Kansas
2067. McPherson, City of, Kansas
2068. McPherson, County of, Kansas
2069. Merriam, City of, Kansas
2070. Miami, County of, Kansas
2071. Montgomery, County of, Kansas
2072. Nemaha, County of, Kansas
2073. Neosho, County of, Kansas
2074. Newton, City of, Kansas
2075. Olathe, City of, Kansas
2076. Osage, County of, Kansas
2077. Ottawa, City of, Kansas
2078. Overland Park, City of, Kansas
2079. Pittsburg, City of, Kansas
2080. Pottawatomie, County of, Kansas
2081. Prairie, Village of, City of, Kansas
2082. Reno, County of, Kansas
2083. Riley, County of, Kansas
2084. Riverside, Township of, Kansas
2085. Rockford, Township of, Kansas
2086. Salina, City of, Kansas
FH11185097.1
2087. Saline, County of, Kansas
2088. Sedgwick, County of, Kansas
2089. Seward, County of, Kansas
2090. Shawnee, City of, Kansas
2091. Shawnee, County of, Kansas
2092. Soldier, Township of, Kansas
2093. Sumner, County of, Kansas
2094. Topeka, City of, Kansas
2095. Wichita, City of, Kansas
2096. Winfield, City of, Kansas
2097. Wyandotte, County of, Kansas
2098. Adair, County of, Kentucky
2099. Allen, County of, Kentucky
2100. Anderson, County of, Kentucky
2101. Ashland, City of, Kentucky
2102. Bardstown, City of, Kentucky
2103. Barren, County of, Kentucky
2104. Bath, County of, Kentucky
2105. Bell, County of, Kentucky
2106. Berea, City of, Kentucky
2107. Boone, County of, Kentucky
2108. Bourbon, County of, Kentucky
2109. Bowling Green, City of, Kentucky
2110. Boyd, County of, Kentucky
2111. Boyle, County of, Kentucky
2112. Breathitt, County of, Kentucky
2113. Breckinridge, County of, Kentucky
2114. Bullitt, County of, Kentucky
2115. Butler, County of, Kentucky
2116. Caldwell, County of, Kentucky
2117. Calloway, County of, Kentucky
2118. Campbell, County of, Kentucky
2119. Campbellsville, City of, Kentucky
2120. Carroll, County of, Kentucky
2121. Carter, County of, Kentucky
2122. Casey, County of, Kentucky
2123. Christian, County of, Kentucky
2124. Clark, County of, Kentucky
2125. Clay, County of, Kentucky
2126. Clinton, County of, Kentucky
2127. Covington, City of, Kentucky
2128. Danville, City of, Kentucky
2129. Daviess, County of, Kentucky
2130. Edmonson, County of, Kentucky
2131. Elizabethtown, City of, Kentucky
2132. Erlanger, City of, Kentucky
2133. Estill, County of, Kentucky
2134. Fleming, County of, Kentucky
2135. Florence, City of, Kentucky
2136. Floyd, County of, Kentucky
2137. Fort Thomas, City of, Kentucky
FH11185097.1
2138. Frankfort, City of, Kentucky
2139. Franklin, County of, Kentucky
2140. Garrard, County of, Kentucky
2141. Georgetown, City of, Kentucky
2142. Glasgow, City of, Kentucky
2143. Grant, County of, Kentucky
2144. Graves, County of, Kentucky
2145. Grayson, County of, Kentucky
2146. Green, County of, Kentucky
2147. Greenup, County of, Kentucky
2148. Hardin, County of, Kentucky
2149. Harlan, County of, Kentucky
2150. Harrison, County of, Kentucky
2151. Hart, County of, Kentucky
2152. Henderson, City of, Kentucky
2153. Henderson, County of, Kentucky
2154. Henry, County of, Kentucky
2155. Hopkins, County of, Kentucky
2156. Hopkinsville, City of, Kentucky
2157. Independence, City of, Kentucky
2158. Jackson, County of, Kentucky
2159. Jeffersontown, City of, Kentucky
2160. Jessamine, County of, Kentucky
2161. Johnson, County of, Kentucky
2162. Kenton, County of, Kentucky
2163. Knott, County of, Kentucky
2164. Knox, County of, Kentucky
2165. Larue, County of, Kentucky
2166. Laurel, County of, Kentucky
2167. Lawrence, County of, Kentucky
2168. Lawrenceburg, City of, Kentucky
2169. Letcher, County of, Kentucky
2170. Lewis, County of, Kentucky
2171. Lexington-Fayette, Urban County of, Kentucky
2172. Lincoln, County of, Kentucky
2173. Logan, County of, Kentucky
2174. Louisville/Jefferson, County Metro of, Kentucky
2175. Lyndon, City of, Kentucky
2176. Madison, County of, Kentucky
2177. Madisonville, City of, Kentucky
2178. Magoffin, County of, Kentucky
2179. Marion, County of, Kentucky
2180. Marshall, County of, Kentucky
2181. Martin, County of, Kentucky
2182. Mason, County of, Kentucky
2183. McCracken, County of, Kentucky
2184. McCreary, County of, Kentucky
2185. Meade, County of, Kentucky
2186. Mercer, County of, Kentucky
2187. Metcalfe, County of, Kentucky
2188. Monroe, County of, Kentucky
FH11185097.1
2189. Montgomery, County of, Kentucky
2190. Morgan, County of, Kentucky
2191. Mount Washington, City of, Kentucky
2192. Muhlenberg, County of, Kentucky
2193. Murray, City of, Kentucky
2194. Nelson, County of, Kentucky
2195. Newport, City of, Kentucky
2196. Nicholasville, City of, Kentucky
2197. Ohio, County of, Kentucky
2198. Oldham, County of, Kentucky
2199. Owen, County of, Kentucky
2200. Owensboro, City of, Kentucky
2201. Paducah, City of, Kentucky
2202. Pendleton, County of, Kentucky
2203. Perry, County of, Kentucky
2204. Pike, County of, Kentucky
2205. Powell, County of, Kentucky
2206. Pulaski, County of, Kentucky
2207. Radcliff, City of, Kentucky
2208. Richmond, City of, Kentucky
2209. Rockcastle, County of, Kentucky
2210. Rowan, County of, Kentucky
2211. Russell, County of, Kentucky
2212. Scott, County of, Kentucky
2213. Shelby, County of, Kentucky
2214. Shelbyville, City of, Kentucky
2215. Shepherdsville, City of, Kentucky
2216. Shively, City of, Kentucky
2217. Simpson, County of, Kentucky
2218. Somerset, City of, Kentucky
2219. Spencer, County of, Kentucky
2220. St. Matthews, City of, Kentucky
2221. Taylor, County of, Kentucky
2222. Todd, County of, Kentucky
2223. Trigg, County of, Kentucky
2224. Union, County of, Kentucky
2225. Warren, County of, Kentucky
2226. Washington, County of, Kentucky
2227. Wayne, County of, Kentucky
2228. Webster, County of, Kentucky
2229. Whitley, County of, Kentucky
2230. Winchester, City of, Kentucky
2231. Woodford, County of, Kentucky
2232. Morgan, County of, Kentucky Louisiana
2233. Abbeville, City of, Louisiana
2234. Acadia, Parish of, Louisiana
2235. Alexandria, City of, Louisiana
2236. Allen, Parish of, Louisiana
2237. Ascension, Parish of, Louisiana
2238. Assumption, Parish of, Louisiana
2239. Avoyelles, Parish of, Louisiana
FH11185097.1
2240. Baker, City of, Louisiana
2241. Bastrop, City of, Louisiana
2242. Baton Rouge, City of, Louisiana
2243. Beauregard, Parish of, Louisiana
2244. Bienville, Parish of, Louisiana
2245. Bogalusa, City of, Louisiana
2246. Bossier City, City of, Louisiana
2247. Bossier, Parish of, Louisiana
2248. Broussard, City of, Louisiana
2249. Caddo, Parish of, Louisiana
2250. Calcasieu, Parish of, Louisiana
2251. Central, City of, Louisiana
2252. Claiborne, Parish of, Louisiana
2253. Concordia, Parish of, Louisiana
2254. Covington, City of, Louisiana
2255. Crowley, City of, Louisiana
2256. De Soto, Parish of, Louisiana
2257. DeRidder, City of, Louisiana
2258. East Baton Rouge, Parish of, Louisiana
2259. East Feliciana, Parish of, Louisiana
2260. Evangeline, Parish of, Louisiana
2261. Franklin, Parish of, Louisiana
2262. Gonzales, City of, Louisiana
2263. Grant, Parish of, Louisiana
2264. Gretna, City of, Louisiana
2265. Hammond, City of, Louisiana
2266. Iberia, Parish of, Louisiana
2267. Iberville, Parish of, Louisiana
2268. Jackson, Parish of, Louisiana
2269. Jefferson Davis, Parish of, Louisiana
2270. Jefferson, Parish of, Louisiana
2271. Kenner, City of, Louisiana
2272. Lafayette, City of, Louisiana
2273. Lafayette, Parish of, Louisiana
2274. Lafourche, Parish of, Louisiana
2275. Lake Charles, City of, Louisiana
2276. LaSalle, Parish of, Louisiana
2277. Lincoln, Parish of, Louisiana
2278. Livingston, Parish of, Louisiana
2279. Madison, Parish of, Louisiana
2280. Mandeville, City of, Louisiana
2281. Minden, City of, Louisiana
2282. Monroe, City of, Louisiana
2283. Morehouse, Parish of, Louisiana
2284. Morgan City, City of, Louisiana
2285. Natchitoches, City of, Louisiana
2286. Natchitoches, Parish of, Louisiana
2287. New Iberia, City of, Louisiana
2288. New Orleans, City of, Louisiana
2289. Orleans, Parish of, Louisiana
2290. Opelousas, City of, Louisiana
FH11185097.1
2291. Ouachita, Parish of, Louisiana
2292. Pineville, City of, Louisiana
2293. Plaquemines, Parish of, Louisiana
2294. Pointe Coupee, Parish of, Louisiana
2295. Rapides, Parish of, Louisiana
2296. Richland, Parish of, Louisiana
2297. Ruston, City of, Louisiana
2298. Sabine, Parish of, Louisiana
2299. Shreveport, City of, Louisiana
2300. Slidell, City of, Louisiana
2301. St. Bernard, Parish of, Louisiana
2302. St. Charles, Parish of, Louisiana
2303. St. Helena, Parish of, Louisiana
2304. St. James, Parish of, Louisiana
2305. St. John the Baptist, Parish of, Louisiana
2306. St. Landry, Parish of, Louisiana
2307. St. Martin, Parish of, Louisiana
2308. St. Mary, Parish of, Louisiana
2309. St. Tammany, Parish of, Louisiana
2310. Sulphur, City of, Louisiana
2311. Tangipahoa, Parish of, Louisiana
2312. Terrebonne, Parish of/ Houma, City of, Louisiana
2313. Thibodaux, City of, Louisiana
2314. Union, Parish of, Louisiana
2315. Vermilion, Parish of, Louisiana
2316. Vernon, Parish of, Louisiana
2317. Washington, Parish of, Louisiana
2318. Webster, Parish of, Louisiana
2319. West Baton Rouge, Parish of, Louisiana
2320. West Carroll, Parish of, Louisiana
2321. West Feliciana, Parish of, Louisiana
2322. West Monroe, City of, Louisiana
2323. Winn, Parish of, Louisiana
2324. Youngsville, City of, Louisiana
2325. Zachary, City of, Louisiana
2326. Androscoggin, County of, Maine
2327. Aroostook, County of, Maine
2328. Auburn, City of, Maine
2329. Augusta, City of, Maine
2330. Bangor, City of, Maine
2331. Biddeford, City of, Maine
2332. Brunswick, Town of, Maine
2333. Cumberland, County of, Maine
2334. Falmouth, Town of, Maine
2335. Franklin, County of, Maine
2336. Gorham, Town of, Maine
2337. Hancock, County of, Maine
2338. Kennebec, County of, Maine
2339. Kennebunk, Town of, Maine
2340. Knox, County of, Maine
2341. Lewiston, City of, Maine
FH11185097.1
2342. Lincoln, County of, Maine
2343. Orono, Town of, Maine
2344. Oxford, County of, Maine
2345. Penobscot, County of, Maine
2346. Piscataquis, County of, Maine
2347. Portland, City of, Maine
2348. Saco, City of, Maine
2349. Sagadahoc, County of, Maine
2350. Sanford, City of, Maine
2351. Scarborough, Town of, Maine
2352. Somerset, County of, Maine
2353. South Portland, City of, Maine
2354. Standish, Town of, Maine
2355. Waldo, County of, Maine
2356. Washington, County of, Maine
2357. Waterville, City of, Maine
2358. Wells, Town of, Maine
2359. Westbrook, City of, Maine
2360. Windham, Town of, Maine
2361. York, County of, Maine
2362. York, Town of, Maine
2363. Aberdeen, City of, Maryland
2364. Allegany, County of, Maryland
2365. Annapolis, City of, Maryland
2366. Anne Arundel, County of, Maryland
2367. Baltimore, City of, Maryland
2368. Baltimore, County of, Maryland
2369. Bel Air, Town of, Maryland
2370. Bowie, City of, Maryland
2371. Calvert, County of, Maryland
2372. Cambridge, City of, Maryland
2373. Caroline, County of, Maryland
2374. Carroll, County of, Maryland
2375. Cecil, County of, Maryland
2376. Charles, County of, Maryland
2377. College Park, City of, Maryland
2378. Cumberland, City of, Maryland
2379. Dorchester, County of, Maryland
2380. Easton, Town of, Maryland
2381. Elkton, Town of, Maryland
2382. Frederick, City of, Maryland
2383. Frederick, County of, Maryland
2384. Gaithersburg, City of, Maryland
2385. Garrett, County of, Maryland
2386. Greenbelt, City of, Maryland
2387. Hagerstown, City of, Maryland
2388. Harford, County of, Maryland
2389. Havre de Grace, City of, Maryland
2390. Howard, County of, Maryland
2391. Hyattsville, City of, Maryland
2392. Kent, County of, Maryland
FH11185097.1
2393. Laurel, City of, Maryland
2394. Montgomery, County of, Maryland
2395. New Carrollton, City of, Maryland
2396. Prince George's, County of, Maryland
2397. Queen Anne's, County of, Maryland
2398. Rockville, City of, Maryland
2399. Salisbury, City of, Maryland
2400. Somerset, County of, Maryland
2401. St. Mary's, County of, Maryland
2402. Takoma Park, City of, Maryland
2403. Talbot, County of, Maryland
2404. Washington, County of, Maryland
2405. Westminster, City of, Maryland
2406. Wicomico, County of, Maryland
2407. Worcester, County of, Maryland
2408. Abington, Town of, Massachusetts
2409. Acton, Town of, Massachusetts
2410. Acushnet, Town of, Massachusetts
2411. Agawam, Town of/ City of, Massachusetts
2412. Amesbury, Town of/ City of, Massachusetts
2413. Amherst, Town of, Massachusetts
2414. Andover, Town of, Massachusetts
2415. Arlington, Town of, Massachusetts
2416. Ashland, Town of, Massachusetts
2417. Athol, Town of, Massachusetts
2418. Attleboro, City of, Massachusetts
2419. Auburn, Town of, Massachusetts
2420. Barnstable, County of, Massachusetts
2421. Barnstable, Town of/ City of, Massachusetts
2422. Bedford, Town of, Massachusetts
2423. Belchertown, Town of, Massachusetts
2424. Bellingham, Town of, Massachusetts
2425. Belmont, Town of, Massachusetts
2426. Beverly, City of, Massachusetts
2427. Billerica, Town of, Massachusetts
2428. Boston, City of, Massachusetts
2429. Bourne, Town of, Massachusetts
2430. Braintree, Town of/ City of, Massachusetts
2431. Bridgewater, Town of/ City of, Massachusetts
2432. Bristol, County of, Massachusetts
2433. Brockton, City of, Massachusetts
2434. Brookline, Town of, Massachusetts
2435. Burlington, Town of, Massachusetts
2436. Cambridge, City of, Massachusetts
2437. Canton, Town of, Massachusetts
2438. Carver, Town of, Massachusetts
2439. Charlton, Town of, Massachusetts
2440. Chelmsford, Town of, Massachusetts
2441. Chelsea, City of, Massachusetts
2442. Chicopee, City of, Massachusetts
2443. Clinton, Town of, Massachusetts
FH11185097.1
2444. Concord, Town of, Massachusetts
2445. Danvers, Town of, Massachusetts
2446. Dartmouth, Town of, Massachusetts
2447. Dedham, Town of, Massachusetts
2448. Dennis, Town of, Massachusetts
2449. Dracut, Town of, Massachusetts
2450. Dudley, Town of, Massachusetts
2451. Dukes, County of, Massachusetts
2452. Duxbury, Town of, Massachusetts
2453. East Bridgewater, Town of, Massachusetts
2454. East Longmeadow, Town of, Massachusetts
2455. Easthampton, Town of, City of, Massachusetts
2456. Easton, Town of, Massachusetts
2457. Everett, City of, Massachusetts
2458. Fairhaven, Town of, Massachusetts
2459. Fall River, City of, Massachusetts
2460. Falmouth, Town of, Massachusetts
2461. Fitchburg, City of, Massachusetts
2462. Foxborough, Town of, Massachusetts
2463. Framingham, City of, Massachusetts
2464. Franklin, Town of, City of, Massachusetts
2465. Gardner, City of, Massachusetts
2466. Gloucester, City of, Massachusetts
2467. Grafton, Town of, Massachusetts
2468. Greenfield, Town of, City of, Massachusetts
2469. Groton, Town of, Massachusetts
2470. Hanover, Town of, Massachusetts
2471. Hanson, Town of, Massachusetts
2472. Harwich, Town of, Massachusetts
2473. Haverhill, City of, Massachusetts
2474. Hingham, Town of, Massachusetts
2475. Holbrook, Town of, Massachusetts
2476. Holden, Town of, Massachusetts
2477. Holliston, Town of, Massachusetts
2478. Holyoke, City of, Massachusetts
2479. Hopkinton, Town of, Massachusetts
2480. Hudson, Town of, Massachusetts
2481. Hull, Town of, Massachusetts
2482. Ipswich, Town of, Massachusetts
2483. Kingston, Town of, Massachusetts
2484. Lakeville, Town of, Massachusetts
2485. Lawrence, City of, Massachusetts
2486. Leicester, Town of, Massachusetts
2487. Leominster, City of, Massachusetts
2488. Lexington, Town of, Massachusetts
2489. Littleton, Town of, Massachusetts
2490. Longmeadow, Town of, Massachusetts
2491. Lowell, City of, Massachusetts
2492. Ludlow, Town of, Massachusetts
2493. Lunenburg, Town of, Massachusetts
2494. Lynn, City of, Massachusetts
FH11185097.1
2495. Lynnfield, Town of, Massachusetts
2496. Malden, City of, Massachusetts
2497. Mansfield, Town of, Massachusetts
2498. Marblehead, Town of, Massachusetts
2499. Marlborough, City of, Massachusetts
2500. Marshfield, Town of, Massachusetts
2501. Mashpee, Town of, Massachusetts
2502. Maynard, Town of, Massachusetts
2503. Medfield, Town of, Massachusetts
2504. Medford, City of, Massachusetts
2505. Medway, Town of, Massachusetts
2506. Melrose, City of, Massachusetts
2507. Methuen, Town of, City of, Massachusetts
2508. Middleborough, Town of, Massachusetts
2509. Middleton, Town of, Massachusetts
2510. Milford, Town of, Massachusetts
2511. Millbury, Town of, Massachusetts
2512. Milton, Town of, Massachusetts
2513. Nantucket, Town of/ County of, Massachusetts
2514. Natick, Town of, Massachusetts
2515. Needham, Town of, Massachusetts
2516. New Bedford, City of, Massachusetts
2517. Newburyport, City of, Massachusetts
2518. Newton, City of, Massachusetts
2519. Norfolk, County of, Massachusetts
2520. Norfolk, Town of, Massachusetts
2521. North Adams, City of, Massachusetts
2522. North Andover, Town of, Massachusetts
2523. North Attleborough, Town of, Massachusetts
2524. North Reading, Town of, Massachusetts
2525. Northampton, City of, Massachusetts
2526. Northborough, Town of, Massachusetts
2527. Northbridge, Town of, Massachusetts
2528. Norton, Town of, Massachusetts
2529. Norwell, Town of, Massachusetts
2530. Norwood, Town of, Massachusetts
2531. Oxford, Town of, Massachusetts
2532. Palmer, Town of/ City of, Massachusetts
2533. Peabody, City of, Massachusetts
2534. Pembroke, Town of, Massachusetts
2535. Pepperell, Town of, Massachusetts
2536. Pittsfield, City of, Massachusetts
2537. Plymouth, County of, Massachusetts
2538. Plymouth, Town of, Massachusetts
2539. Quincy, City of, Massachusetts
2540. Randolph, Town of/ City of, Massachusetts
2541. Raynham, Town of, Massachusetts
2542. Reading, Town of, Massachusetts
2543. Rehoboth, Town of, Massachusetts
2544. Revere, City of, Massachusetts
2545. Rockland, Town of, Massachusetts
FH11185097.1
2546. Salem, City of, Massachusetts
2547. Sandwich, Town of, Massachusetts
2548. Saugus, Town of, Massachusetts
2549. Scituate, Town of, Massachusetts
2550. Seekonk, Town of, Massachusetts
2551. Sharon, Town of, Massachusetts
2552. Shrewsbury, Town of, Massachusetts
2553. Somerset, Town of, Massachusetts
2554. Somerville, City of, Massachusetts
2555. South Hadley, Town of, Massachusetts
2556. Southborough, Town of, Massachusetts
2557. Southbridge, Town of/ City of, Massachusetts
2558. Spencer, Town of, Massachusetts
2559. Springfield, City of, Massachusetts
2560. Stoneham, Town of, Massachusetts
2561. Stoughton, Town of, Massachusetts
2562. Sudbury, Town of, Massachusetts
2563. Swampscott, Town of, Massachusetts
2564. Swansea, Town of, Massachusetts
2565. Taunton, City of, Massachusetts
2566. Tewksbury, Town of, Massachusetts
2567. Tyngsborough, Town of, Massachusetts
2568. Uxbridge, Town of, Massachusetts
2569. Wakefield, Town of, Massachusetts
2570. Walpole, Town of, Massachusetts
2571. Waltham, City of, Massachusetts
2572. Wareham, Town of, Massachusetts
2573. Watertown, Town of/ City of, Massachusetts
2574. Wayland, Town of, Massachusetts
2575. Webster, Town of, Massachusetts
2576. Wellesley, Town of, Massachusetts
2577. West Springfield, Town of/ City of, Massachusetts
2578. Westborough, Town of, Massachusetts
2579. Westfield, City of, Massachusetts
2580. Westford, Town of, Massachusetts
2581. Weston, Town of, Massachusetts
2582. Westport, Town of, Massachusetts
2583. Westwood, Town of, Massachusetts
2584. Weymouth, Town of/ City of, Massachusetts
2585. Whitman, Town of, Massachusetts
2586. Wilbraham, Town of, Massachusetts
2587. Wilmington, Town of, Massachusetts
2588. Winchendon, Town of, Massachusetts
2589. Winchester, Town of, Massachusetts
2590. Winthrop, Town of/ City of, Massachusetts
2591. Woburn, City of, Massachusetts
2592. Worcester, City of, Massachusetts
2593. Wrentham, Town of, Massachusetts
2594. Yarmouth, Town of, Massachusetts
2595. Ada, Township of, Michigan
2596. Adrian, City of, Michigan
FH11185097.1
2597. Alcona, County of, Michigan
2598. Algoma, Township of, Michigan
2599. Allegan, County of, Michigan
2600. Allen Park, City of, Michigan
2601. Allendale, Charter Township of, Michigan
2602. Alpena, County of, Michigan
2603. Alpine, Township of, Michigan
2604. Ann Arbor, City of, Michigan
2605. Antrim, County of, Michigan
2606. Antwerp, Township of, Michigan
2607. Arenac, County of, Michigan
2608. Auburn Hills, City of, Michigan
2609. Bangor, Charter Township of, Michigan
2610. Barry, County of, Michigan
2611. Bath, Charter Township of, Michigan
2612. Battle Creek, City of, Michigan
2613. Bay City, City of, Michigan
2614. Bay, County of, Michigan
2615. Bedford, Township of, Michigan
2616. Benton, Charter Township of, Michigan
2617. Benzie, County of, Michigan
2618. Berkley, City of, Michigan
2619. Berrien, County of, Michigan
2620. Beverly Hills, Village of, Michigan
2621. Big Rapids, City of, Michigan
2622. Birmingham, City of, Michigan
2623. Blackman, Charter Township of, Michigan
2624. Bloomfield, Charter Township of, Michigan
2625. Branch, County of, Michigan
2626. Brandon, Charter Township of, Michigan
2627. Brighton, Township of, Michigan
2628. Brownstown, Charter Township of, Michigan
2629. Burton, City of, Michigan
2630. Byron, Township of, Michigan
2631. Cadillac, City of, Michigan
2632. Caledonia, Township of, Michigan
2633. Calhoun, County of, Michigan
2634. Cannon, Township of, Michigan
2635. Canton, Charter Township of, Michigan
2636. Cascade, Charter Township of, Michigan
2637. Cass, County of, Michigan
2638. Charlevoix, County of, Michigan
2639. Cheboygan, County of, Michigan
2640. Chesterfield, Township of, Michigan
2641. Chippewa, County of, Michigan
2642. Clare, County of, Michigan
2643. Clawson, City of, Michigan
2644. Clinton, Charter Township of, Michigan
2645. Clinton, County of, Michigan
2646. Coldwater, City of, Michigan
2647. Commerce, Charter Township of, Michigan
FH11185097.1
2648. Comstock, Charter Township of, Michigan
2649. Cooper, Charter Township of, Michigan
2650. Crawford, County of, Michigan
2651. Davison, Township of, Michigan
2652. Dearborn, City of, Michigan
2653. Dearborn Heights, City of, Michigan
2654. Delhi, Charter Township of, Michigan
2655. Delta, Charter Township of, Michigan
2656. Delta, County of, Michigan
2657. Detroit, City of, Michigan
2658. DeWitt, Charter Township of, Michigan
2659. Dickinson, County of, Michigan
2660. East Bay, Township of, Michigan
2661. East Grand Rapids, City of, Michigan
2662. East Lansing, City of, Michigan
2663. Eastpointe, City of, Michigan
2664. Eaton, County of, Michigan
2665. Egelston, Township of, Michigan
2666. Emmet, County of, Michigan
2667. Emmett, Charter Township of, Michigan
2668. Escanaba, City of, Michigan
2669. Farmington, City of, Michigan
2670. Farmington Hills, City of, Michigan
2671. Fenton, Charter Township of, Michigan
2672. Fenton, City of, Michigan
2673. Ferndale, City of, Michigan
2674. Flat Rock, City of, Michigan
2675. Flint, Charter Township of, Michigan
2676. Flint, City of, Michigan
2677. Flushing, Charter Township of, Michigan
2678. Fort Gratiot, Charter Township of, Michigan
2679. Fraser, City of, Michigan
2680. Frenchtown, Township of, Michigan
2681. Fruitport, Charter Township of, Michigan
2682. Gaines, Charter Township of, Michigan
2683. Garden City, City of, Michigan
2684. Garfield, Charter Township of, Michigan
2685. Genesee, Charter Township of, Michigan
2686. Genesee, County of, Michigan
2687. Genoa, Township of, Michigan
2688. Georgetown, Charter Township of, Michigan
2689. Gladwin, County of, Michigan
2690. Gogebic, County of, Michigan
2691. Grand Blanc, Charter Township of, Michigan
2692. Grand Haven, Charter Township of, Michigan
2693. Grand Haven, City of, Michigan
2694. Grand Rapids, Charter Township of, Michigan
2695. Grand Rapids, City of, Michigan
2696. Grand Traverse, County of, Michigan
2697. Grandville, City of, Michigan
2698. Gratiot, County of, Michigan
FH11185097.1
2699. Green Oak, Township of, Michigan
2700. Grosse Ile, Township of, Michigan
2701. Grosse Pointe Park, City of, Michigan
2702. Grosse Pointe Woods, City of, Michigan
2703. Hamburg, Township of, Michigan
2704. Hamtramck, City of, Michigan
2705. Harper Woods, City of, Michigan
2706. Harrison, Charter Township of, Michigan
2707. Hartland, Township of, Michigan
2708. Hazel Park, City of, Michigan
2709. Highland, Charter Township of, Michigan
2710. Highland Park, City of, Michigan
2711. Hillsdale, County of, Michigan
2712. Holland, Charter Township of, Michigan
2713. Holland, City of, Michigan
2714. Holly, Township of, Michigan
2715. Houghton, County of, Michigan
2716. Huron, Charter Township of, Michigan
2717. Huron, County of, Michigan
2718. Independence, Charter Township of, Michigan
2719. Ingham, County of, Michigan
2720. Inkster, City of, Michigan
2721. Ionia, City of, Michigan
2722. Ionia, County of, Michigan
2723. Iosco, County of, Michigan
2724. Iron, County of, Michigan
2725. Isabella, County of, Michigan
2726. Jackson, City of, Michigan
2727. Jackson, County of, Michigan
2728. Kalamazoo, Charter Township of, Michigan
2729. Kalamazoo, City of, Michigan
2730. Kalamazoo, County of, Michigan
2731. Kalkaska, County of, Michigan
2732. Kent, County of, Michigan
2733. Kentwood, City of, Michigan
2734. Lake, County of, Michigan
2735. Lansing, City of, Michigan
2736. Lapeer, County of, Michigan
2737. Leelanau, County of, Michigan
2738. Lenawee, County of, Michigan
2739. Lenox, Township of, Michigan
2740. Leoni, Township of, Michigan
2741. Lincoln, Charter Township of, Michigan
2742. Lincoln Park, City of, Michigan
2743. Livingston, County of, Michigan
2744. Livonia, City of, Michigan
2745. Lyon, Charter Township of, Michigan
2746. Mackinac, County of, Michigan
2747. Macomb, County of, Michigan
2748. Macomb, Township of, Michigan
2749. Madison Heights, City of, Michigan
FH11185097.1
2750. Manistee, County of, Michigan
2751. Marion, Township of, Michigan
2752. Marquette, City of, Michigan
2753. Marquette, County of, Michigan
2754. Mason, County of, Michigan
2755. Mecosta, County of, Michigan
2756. Melvindale, City of, Michigan
2757. Menominee, County of, Michigan
2758. Meridian, Charter Township of, Michigan
2759. Midland, City of, Michigan
2760. Midland, County of, Michigan
2761. Milford, Charter Township of, Michigan
2762. Missaukee, County of, Michigan
2763. Monitor, Charter Township of, Michigan
2764. Monroe, Charter Township of, Michigan
2765. Monroe, City of, Michigan
2766. Monroe, County of, Michigan
2767. Montcalm, County of, Michigan
2768. Mount Clemens, City of, Michigan
2769. Mount Morris, Township of, Michigan
2770. Mount Pleasant, City of, Michigan
2771. Mundy, Township of, Michigan
2772. Muskegon, Charter Township of, Michigan
2773. Muskegon, City of, Michigan
2774. Muskegon, County of, Michigan
2775. Muskegon Heights, City of, Michigan
2776. New Baltimore, City of, Michigan
2777. Newaygo, County of, Michigan
2778. Niles, City of, Michigan
2779. Niles, Township of, Michigan
2780. Northville, Township of, Michigan
2781. Norton Shores, City of, Michigan
2782. Novi, City of, Michigan
2783. Oak Park, City of, Michigan
2784. Oakland, Charter Township of, Michigan
2785. Oakland, County of, Michigan
2786. Oceana, County of, Michigan
2787. Oceola, Township of, Michigan
2788. Ogemaw, County of, Michigan
2789. Orion, Charter Township of, Michigan
2790. Osceola, County of, Michigan
2791. Oshtemo, Charter Township of, Michigan
2792. Otsego, County of, Michigan
2793. Ottawa, County of, Michigan
2794. Owosso, City of, Michigan
2795. Oxford, Charter Township of, Michigan
2796. Park, Township of, Michigan
2797. Pittsfield, Charter Township of, Michigan
2798. Plainfield, Charter Township of, Michigan
2799. Plymouth, Charter Township of, Michigan
2800. Pontiac, City of, Michigan
FH11185097.1
2801. Port Huron, Charter Township of, Michigan
2802. Port Huron, City of, Michigan
2803. Portage, City of, Michigan
2804. Presque Isle, County of, Michigan
2805. Redford, Charter Township of, Michigan
2806. Riverview, City of, Michigan
2807. Rochester, City of, Michigan
2808. Rochester Hills, City of, Michigan
2809. Romulus, City of, Michigan
2810. Roscommon, County of, Michigan
2811. Roseville, City of, Michigan
2812. Royal Oak, City of, Michigan
2813. Saginaw, Charter Township of, Michigan
2814. Saginaw, City of, Michigan
2815. Saginaw, County of, Michigan
2816. Sanilac, County of, Michigan
2817. Sault Ste. Marie, City of, Michigan
2818. Scio, Township of, Michigan
2819. Shelby, Charter Township of, Michigan
2820. Shiawassee, County of, Michigan
2821. South Lyon, City of, Michigan
2822. Southfield, City of, Michigan
2823. Southfield, Township of, Michigan
2824. Southgate, City of, Michigan
2825. Spring Lake, Township of, Michigan
2826. Springfield, Charter Township of, Michigan
2827. St. Clair, County of, Michigan
2828. St. Clair Shores, City of, Michigan
2829. St. Joseph, County of, Michigan
2830. Sterling Heights, City of, Michigan
2831. Sturgis, City of, Michigan
2832. Summit, Township of, Michigan
2833. Superior, Charter Township of, Michigan
2834. Taylor, City of, Michigan
2835. Texas, Charter Township of, Michigan
2836. Thomas, Township of, Michigan
2837. Traverse City, City of, Michigan
2838. Trenton, City of, Michigan
2839. Troy, City of, Michigan
2840. Tuscola, County of, Michigan
2841. Tyrone, Township of, Michigan
2842. Union, Charter Township of, Michigan
2843. Van Buren, Charter Township of, Michigan
2844. Van Buren, County of, Michigan
2845. Vienna, Charter Township of, Michigan
2846. Walker, City of, Michigan
2847. Warren, City of, Michigan
2848. Washington, Township of, Michigan
2849. Washtenaw, County of, Michigan
2850. Waterford, Charter Township of, Michigan
2851. Wayne, City of, Michigan
FH11185097.1
2852. Wayne, County of, Michigan
2853. West Bloomfield, Charter Township of, Michigan
2854. Westland, City of, Michigan
2855. Wexford, County of, Michigan
2856. White Lake, Charter Township of, Michigan
2857. Wixom, City of, Michigan
2858. Woodhaven, City of, Michigan
2859. Wyandotte, City of, Michigan
2860. Wyoming, City of, Michigan
2861. Ypsilanti, Charter Township of, Michigan
2862. Ypsilanti, City of, Michigan
2863. Zeeland, Charter Township of, Michigan
2864. Aitkin, County of, Minnesota
2865. Albert Lea, City of, Minnesota
2866. Alexandria, City of, Minnesota
2867. Andover, City of, Minnesota
2868. Anoka, City of, Minnesota
2869. Anoka, County of, Minnesota
2870. Apple Valley, City of, Minnesota
2871. Arden Hills, City of, Minnesota
2872. Austin, City of, Minnesota
2873. Becker, County of, Minnesota
2874. Beltrami, County of, Minnesota
2875. Bemidji, City of, Minnesota
2876. Benton, County of, Minnesota
2877. Big Lake, City of, Minnesota
2878. Blaine, City of, Minnesota
2879. Bloomington, City of, Minnesota
2880. Blue Earth, County of, Minnesota
2881. Brainerd, City of, Minnesota
2882. Brooklyn Center, City of, Minnesota
2883. Brooklyn Park, City of, Minnesota
2884. Brown, County of, Minnesota
2885. Buffalo, City of, Minnesota
2886. Burnsville, City of, Minnesota
2887. Carlton, County of, Minnesota
2888. Carver, County of, Minnesota
2889. Cass, County of, Minnesota
2890. Champlin, City of, Minnesota
2891. Chanhassen, City of, Minnesota
2892. Chaska, City of, Minnesota
2893. Chippewa, County of, Minnesota
2894. Chisago, County of, Minnesota
2895. Clay, County of, Minnesota
2896. Cloquet, City of, Minnesota
2897. Columbia Heights, City of, Minnesota
2898. Coon Rapids, City of, Minnesota
2899. Cottage Grove, City of, Minnesota
2900. Cottonwood, County of, Minnesota
2901. Crow Wing, County of, Minnesota
2902. Crystal, City of, Minnesota
FH11185097.1
2903. Dakota, County of, Minnesota
2904. Dodge, County of, Minnesota
2905. Douglas, County of, Minnesota
2906. Duluth, City of, Minnesota
2907. Eagan, City of, Minnesota
2908. East Bethel, City of, Minnesota
2909. Eden Prairie, City of, Minnesota
2910. Edina, City of, Minnesota
2911. Elk River, City of, Minnesota
2912. Fairmont, City of, Minnesota
2913. Faribault, City of, Minnesota
2914. Faribault, County of, Minnesota
2915. Farmington, City of, Minnesota
2916. Fergus Falls, City of, Minnesota
2917. Fillmore, County of, Minnesota
2918. Forest Lake, City of, Minnesota
2919. Freeborn, County of, Minnesota
2920. Fridley, City of, Minnesota
2921. Golden Valley, City of, Minnesota
2922. Goodhue, County of, Minnesota
2923. Grand Rapids, City of, Minnesota
2924. Ham Lake, City of, Minnesota
2925. Hastings, City of, Minnesota
2926. Hennepin, County of, Minnesota
2927. Hibbing, City of, Minnesota
2928. Hopkins, City of, Minnesota
2929. Houston, County of, Minnesota
2930. Hubbard, County of, Minnesota
2931. Hugo, City of, Minnesota
2932. Hutchinson, City of, Minnesota
2933. Inver Grove Heights, City of, Minnesota
2934. Isanti, County of, Minnesota
2935. Itasca, County of, Minnesota
2936. Kanabec, County of, Minnesota
2937. Kandiyohi, County of, Minnesota
2938. Koochiching, County of, Minnesota
2939. Lake, County of, Minnesota
2940. Lakeville, City of, Minnesota
2941. Le Sueur, County of, Minnesota
2942. Lino Lakes, City of, Minnesota
2943. Little Canada, City of, Minnesota
2944. Lyon, County of, Minnesota
2945. Mankato, City of, Minnesota
2946. Maple Grove, City of, Minnesota
2947. Maplewood, City of, Minnesota
2948. Marshall, City of, Minnesota
2949. Martin, County of, Minnesota
2950. McLeod, County of, Minnesota
2951. Meeker, County of, Minnesota
2952. Mendota Heights, City of, Minnesota
2953. Mille Lacs, County of, Minnesota
FH11185097.1
2954. Minneapolis, City of, Minnesota
2955. Minnetonka, City of, Minnesota
2956. Monticello, City of, Minnesota
2957. Moorhead, City of, Minnesota
2958. Morrison, County of, Minnesota
2959. Mounds View, City of, Minnesota
2960. Mower, County of, Minnesota
2961. New Brighton, City of, Minnesota
2962. New Hope, City of, Minnesota
2963. New Ulm, City of, Minnesota
2964. Nicollet, County of, Minnesota
2965. Nobles, County of, Minnesota
2966. North Branch, City of, Minnesota
2967. North Mankato, City of, Minnesota
2968. North St. Paul, City of, Minnesota
2969. Northfield, City of, Minnesota
2970. Oakdale, City of, Minnesota
2971. Olmsted, County of, Minnesota
2972. Otsego, City of, Minnesota
2973. Otter Tail, County of, Minnesota
2974. Owatonna, City of, Minnesota
2975. Pennington, County of, Minnesota
2976. Pine, County of, Minnesota
2977. Plymouth, City of, Minnesota
2978. Polk, County of, Minnesota
2979. Pope, County of, Minnesota
2980. Prior Lake, City of, Minnesota
2981. Ramsey, City of, Minnesota
2982. Ramsey, County of, Minnesota
2983. Red Wing, City of, Minnesota
2984. Redwood, County of, Minnesota
2985. Renville, County of, Minnesota
2986. Rice, County of, Minnesota
2987. Richfield, City of, Minnesota
2988. Robbinsdale, City of, Minnesota
2989. Rochester, City of, Minnesota
2990. Rogers, City of, Minnesota
2991. Roseau, County of, Minnesota
2992. Rosemount, City of, Minnesota
2993. Roseville, City of, Minnesota
2994. Sartell, City of, Minnesota
2995. Sauk Rapids, City of, Minnesota
2996. Savage, City of, Minnesota
2997. Scott, County of, Minnesota
2998. Shakopee, City of, Minnesota
2999. Sherburne, County of, Minnesota
3000. Shoreview, City of, Minnesota
3001. Sibley, County of, Minnesota
3002. South St. Paul, City of, Minnesota
3003. St. Cloud, City of, Minnesota
3004. St. Louis, County of, Minnesota
FH11185097.1
3005. St. Louis Park, City of, Minnesota
3006. St. Michael, City of, Minnesota
3007. St. Paul, City of, Minnesota
3008. St. Peter, City of, Minnesota
3009. Stearns, County of, Minnesota
3010. Steele, County of, Minnesota
3011. Stillwater, City of, Minnesota
3012. Todd, County of, Minnesota
3013. Vadnais Heights, City of, Minnesota
3014. Victoria, City of, Minnesota
3015. Wabasha, County of, Minnesota
3016. Waconia, City of, Minnesota
3017. Wadena, County of, Minnesota
3018. Waseca, County of, Minnesota
3019. Washington, County of, Minnesota
3020. Watonwan, County of, Minnesota
3021. West St. Paul, City of, Minnesota
3022. White Bear Lake, City of, Minnesota
3023. White Bear, Township of, Minnesota
3024. Willmar, City of, Minnesota
3025. Winona, City of, Minnesota
3026. Winona, County of, Minnesota
3027. Woodbury, City of, Minnesota
3028. Worthington, City of, Minnesota
3029. Wright, County of, Minnesota
3030. Adams, County of, Mississippi
3031. Alcorn, County of, Mississippi
3032. Amite, County of, Mississippi
3033. Attala, County of, Mississippi
3034. Bay St. Louis, City of, Mississippi
3035. Biloxi, City of, Mississippi
3036. Bolivar, County of, Mississippi
3037. Brandon, City of, Mississippi
3038. Brookhaven, City of, Mississippi
3039. Byram, City of, Mississippi
3040. Calhoun, County of, Mississippi
3041. Canton, City of, Mississippi
3042. Chickasaw, County of, Mississippi
3043. Clarke, County of, Mississippi
3044. Clarksdale, City of, Mississippi
3045. Clay, County of, Mississippi
3046. Cleveland, City of, Mississippi
3047. Clinton, City of, Mississippi
3048. Coahoma, County of, Mississippi
3049. Columbus, City of, Mississippi
3050. Copiah, County of, Mississippi
3051. Corinth, City of, Mississippi
3052. Covington, County of, Mississippi
3053. DeSoto, County of, Mississippi
3054. D'Iberville, City of, Mississippi
3055. Forrest, County of, Mississippi
FH11185097.1
3056. Gautier, City of, Mississippi
3057. George, County of, Mississippi
3058. Greene, County of, Mississippi
3059. Greenville, City of, Mississippi
3060. Greenwood, City of, Mississippi
3061. Grenada, City of, Mississippi
3062. Grenada, County of, Mississippi
3063. Gulfport, City of, Mississippi
3064. Hancock, County of, Mississippi
3065. Harrison, County of, Mississippi
3066. Hattiesburg, City of, Mississippi
3067. Hernando, City of, Mississippi
3068. Hinds, County of, Mississippi
3069. Holmes, County of, Mississippi
3070. Horn Lake, City of, Mississippi
3071. Itawamba, County of, Mississippi
3072. Jackson, City of, Mississippi
3073. Jackson, County of, Mississippi
3074. Jasper, County of, Mississippi
3075. Jefferson Davis, County of, Mississippi
3076. Jones, County of, Mississippi
3077. Lafayette, County of, Mississippi
3078. Lamar, County of, Mississippi
3079. Lauderdale, County of, Mississippi
3080. Laurel, City of, Mississippi
3081. Lawrence, County of, Mississippi
3082. Leake, County of, Mississippi
3083. Lee, County of, Mississippi
3084. Leflore, County of, Mississippi
3085. Lincoln, County of, Mississippi
3086. Long Beach, City of, Mississippi
3087. Lowndes, County of, Mississippi
3088. Madison, City of, Mississippi
3089. Madison, County of, Mississippi
3090. Marion, County of, Mississippi
3091. Marshall, County of, Mississippi
3092. McComb, City of, Mississippi
3093. Meridian, City of, Mississippi
3094. Monroe, County of, Mississippi
3095. Moss Point, City of, Mississippi
3096. Natchez, City of, Mississippi
3097. Neshoba, County of, Mississippi
3098. Newton, County of, Mississippi
3099. Noxubee, County of, Mississippi
3100. Ocean Springs, City of, Mississippi
3101. Oktibbeha, County of, Mississippi
3102. Olive Branch, City of, Mississippi
3103. Oxford, City of, Mississippi
3104. Panola, County of, Mississippi
3105. Pascagoula, City of, Mississippi
3106. Pearl, City of, Mississippi
FH11185097.1
3107. Pearl River, County of, Mississippi
3108. Perry, County of, Mississippi
3109. Petal, City of, Mississippi
3110. Picayune, City of, Mississippi
3111. Pike, County of, Mississippi
3112. Pontotoc, County of, Mississippi
3113. Prentiss, County of, Mississippi
3114. Rankin, County of, Mississippi
3115. Ridgeland, City of, Mississippi
3116. Scott, County of, Mississippi
3117. Simpson, County of, Mississippi
3118. Smith, County of, Mississippi
3119. Southaven, City of, Mississippi
3120. Starkville, City of, Mississippi
3121. Stone, County of, Mississippi
3122. Sunflower, County of, Mississippi
3123. Tallahatchie, County of, Mississippi
3124. Tate, County of, Mississippi
3125. Tippah, County of, Mississippi
3126. Tishomingo, County of, Mississippi
3127. Tupelo, City of, Mississippi
3128. Union, County of, Mississippi
3129. Vicksburg, City of, Mississippi
3130. Walthall, County of, Mississippi
3131. Warren, County of, Mississippi
3132. Washington, County of, Mississippi
3133. Wayne, County of, Mississippi
3134. West Point, City of, Mississippi
3135. Winston, County of, Mississippi
3136. Yalobusha, County of, Mississippi
3137. Yazoo City, City of, Mississippi
3138. Yazoo, County of, Mississippi
3139. Adair, County of, Missouri
3140. Andrew, County of, Missouri
3141. Arnold, City of, Missouri
3142. Audrain, County of, Missouri
3143. Ballwin, City of, Missouri
3144. Barry, County of, Missouri
3145. Barton, County of, Missouri
3146. Bates, County of, Missouri
3147. Bellefontaine Neighbors, City of, Missouri
3148. Belton, City of, Missouri
3149. Benton, County of, Missouri
3150. Blue Springs, City of, Missouri
3151. Bolivar, City of, Missouri
3152. Bollinger, County of, Missouri
3153. Boone, County of, Missouri
3154. Branson, City of, Missouri
3155. Bridgeton, City of, Missouri
3156. Buchanan, County of, Missouri
3157. Butler, County of, Missouri
FH11185097.1
3158. Callaway, County of, Missouri
3159. Camden, County of, Missouri
3160. Cape Girardeau, City of, Missouri
3161. Cape Girardeau, County of, Missouri
3162. Carthage, City of, Missouri
3163. Cass, County of, Missouri
3164. Cedar, County of, Missouri
3165. Chesterfield, City of, Missouri
3166. Christian, County of, Missouri
3167. Clay, County of, Missouri
3168. Clayton, City of, Missouri
3169. Clinton, County of, Missouri
3170. Cole, County of, Missouri
3171. Columbia, City of, Missouri
3172. Cooper, County of, Missouri
3173. Crawford, County of, Missouri
3174. Crestwood, City of, Missouri
3175. Creve Coeur, City of, Missouri
3176. Dallas, County of, Missouri
3177. Dardenne Prairie, City of, Missouri
3178. DeKalb, County of, Missouri
3179. Dent, County of, Missouri
3180. Douglas, County of, Missouri
3181. Dunklin, County of, Missouri
3182. Eureka, City of, Missouri
3183. Excelsior Springs, City of, Missouri
3184. Farmington, City of, Missouri
3185. Ferguson, City of, Missouri
3186. Festus, City of, Missouri
3187. Florissant, City of, Missouri
3188. Franklin, County of, Missouri
3189. Fulton, City of, Missouri
3190. Gasconade, County of, Missouri
3191. Gladstone, City of, Missouri
3192. Grain Valley, City of, Missouri
3193. Grandview, City of, Missouri
3194. Greene, County of, Missouri
3195. Hannibal, City of, Missouri
3196. Harrisonville, City of, Missouri
3197. Hazelwood, City of, Missouri
3198. Henry, County of, Missouri
3199. Howard, County of, Missouri
3200. Howell, County of, Missouri
3201. Independence, City of, Missouri
3202. Independence, Township of, Missouri
3203. Iron, County of, Missouri
3204. Jackson, City of, Missouri
3205. Jackson, County of, Missouri
3206. Jasper, County of, Missouri
3207. Jefferson City, City of, Missouri
3208. Jefferson, County of, Missouri
FH11185097.1
3209. Jennings, City of, Missouri
3210. Johnson, County of, Missouri
3211. Joplin, City of, Missouri
3212. Kansas City, City of, Missouri
3213. Kearney, City of, Missouri
3214. Kennett, City of, Missouri
3215. Kirksville, City of, Missouri
3216. Kirkwood, City of, Missouri
3217. Laclede, County of, Missouri
3218. Lafayette, County of, Missouri
3219. Lake St. Louis, City of, Missouri
3220. Lawrence, County of, Missouri
3221. Lebanon, City of, Missouri
3222. Lee's Summit, City of, Missouri
3223. Liberty, City of, Missouri
3224. Liberty, Township of, Missouri
3225. Lincoln, County of, Missouri
3226. Linn, County of, Missouri
3227. Livingston, County of, Missouri
3228. Macon, County of, Missouri
3229. Madison, County of, Missouri
3230. Manchester, City of, Missouri
3231. Marion, County of, Missouri
3232. Marshall, City of, Missouri
3233. Maryland Heights, City of, Missouri
3234. Maryville, City of, Missouri
3235. McDonald, County of, Missouri
3236. Mexico, City of, Missouri
3237. Miller, County of, Missouri
3238. Mississippi, County of, Missouri
3239. Moberly, City of, Missouri
3240. Moniteau, County of, Missouri
3241. Montgomery, County of, Missouri
3242. Morgan, County of, Missouri
3243. Neosho, City of, Missouri
3244. New Madrid, County of, Missouri
3245. Newton, County of, Missouri
3246. Nixa, City of, Missouri
3247. Nodaway, County of, Missouri
3248. O'Fallon, City of, Missouri
3249. Oregon, County of, Missouri
3250. Osage, County of, Missouri
3251. Overland, City of, Missouri
3252. Ozark, City of, Missouri
3253. Pemiscot, County of, Missouri
3254. Perry, County of, Missouri
3255. Pettis, County of, Missouri
3256. Phelps, County of, Missouri
3257. Pike, County of, Missouri
3258. Platte, County of, Missouri
3259. Polk, County of, Missouri
FH11185097.1
3260. Polk, Township of, Missouri
3261. Poplar Bluff, City of, Missouri
3262. Pulaski, County of, Missouri
3263. Ralls, County of, Missouri
3264. Randolph, County of, Missouri
3265. Ray, County of, Missouri
3266. Raymore, City of, Missouri
3267. Raytown, City of, Missouri
3268. Republic, City of, Missouri
3269. Ripley, County of, Missouri
3270. Rolla, City of, Missouri
3271. Saline, County of, Missouri
3272. Scott, County of, Missouri
3273. Sedalia, City of, Missouri
3274. Sikeston, City of, Missouri
3275. Smithville, City of, Missouri
3276. Springfield, City of, Missouri
3277. St. Ann, City of, Missouri
3278. St. Charles, City of, Missouri
3279. St. Charles, County of, Missouri
3280. St. Francois, County of, Missouri
3281. St. Joseph, City of, Missouri
3282. St. Louis, City of, Missouri
3283. St. Louis, County of, Missouri
3284. St. Peters, City of, Missouri
3285. Ste. Genevieve, County of, Missouri
3286. Stoddard, County of, Missouri
3287. Stone, County of, Missouri
3288. Taney, County of, Missouri
3289. Texas, County of, Missouri
3290. Town and Country, City of, Missouri
3291. Troy, City of, Missouri
3292. Union, City of, Missouri
3293. University City, City of, Missouri
3294. Vernon, County of, Missouri
3295. Warren, County of, Missouri
3296. Warrensburg, City of, Missouri
3297. Washington, City of, Missouri
3298. Washington, County of, Missouri
3299. Wayne, County of, Missouri
3300. Webb City, City of, Missouri
3301. Webster, County of, Missouri
3302. Webster Groves, City of, Missouri
3303. Wentzville, City of, Missouri
3304. West Plains, City of, Missouri
3305. Wildwood, City of, Missouri
3306. Wright, County of, Missouri
3307. Big Horn, County of, Montana
3308. Billings, City of, Montana
3309. Bozeman, City of, Montana
3310. Butte-Silver Bow, Montana
FH11185097.1
3311. Carbon, County of, Montana
3312. Cascade, County of, Montana
3313. Custer, County of, Montana
3314. Fergus, County of, Montana
3315. Flathead, County of, Montana
3316. Gallatin, County of, Montana
3317. Glacier, County of, Montana
3318. Great Falls, City of, Montana
3319. Helena, City of, Montana
3320. Hill, County of, Montana
3321. Jefferson, County of, Montana
3322. Kalispell, City of, Montana
3323. Lake, County of, Montana
3324. Lewis and Clark, County of, Montana
3325. Lincoln, County of, Montana
3326. Missoula, City of, Montana
3327. Missoula, County of, Montana
3328. Park, County of, Montana
3329. Ravalli, County of, Montana
3330. Richland, County of, Montana
3331. Roosevelt, County of, Montana
3332. Sanders, County of, Montana
3333. Yellowstone, County of, Montana
3334. Adams, County of, Nebraska
3335. Beatrice, City of, Nebraska
3336. Bellevue, City of, Nebraska
3337. Box Butte, County of, Nebraska
3338. Buffalo, County of, Nebraska
3339. Cass, County of, Nebraska
3340. Colfax, County of, Nebraska
3341. Columbus, City of, Nebraska
3342. Custer, County of, Nebraska
3343. Dakota, County of, Nebraska
3344. Dawson, County of, Nebraska
3345. Dodge, County of, Nebraska
3346. Douglas, County of, Nebraska
3347. Fremont, City of, Nebraska
3348. Gage, County of, Nebraska
3349. Grand Island, City of, Nebraska
3350. Hall, County of, Nebraska
3351. Hastings, City of, Nebraska
3352. Holt, County of, Nebraska
3353. Kearney, City of, Nebraska
3354. La Vista, City of, Nebraska
3355. Lancaster, County of, Nebraska
3356. Lexington, City of, Nebraska
3357. Lincoln, City of, Nebraska
3358. Lincoln, County of, Nebraska
3359. Madison, County of, Nebraska
3360. Norfolk, City of, Nebraska
3361. North Platte, City of, Nebraska
FH11185097.1
3362. Omaha, City of, Nebraska
3363. Otoe, County of, Nebraska
3364. Papillion, City of, Nebraska
3365. Platte, County of, Nebraska
3366. Red Willow, County of, Nebraska
3367. Saline, County of, Nebraska
3368. Sarpy, County of, Nebraska
3369. Saunders, County of, Nebraska
3370. Scotts Bluff, County of, Nebraska
3371. Scottsbluff, City of, Nebraska
3372. Seward, County of, Nebraska
3373. South Sioux City, City of, Nebraska
3374. Washington, County of, Nebraska
3375. York, County of, Nebraska
3376. Boulder City, City of, Nevada
3377. Carson, City of, Nevada
3378. Churchill, County of, Nevada
3379. Clark, County of, Nevada
3380. Douglas, County of, Nevada
3381. Elko, City of, Nevada
3382. Elko, County of, Nevada
3383. Fernley, City of, Nevada
3384. Henderson, City of, Nevada
3385. Humboldt, County of, Nevada
3386. Las Vegas, City of, Nevada
3387. Lyon, County of, Nevada
3388. Mesquite, City of, Nevada
3389. North Las Vegas, City of, Nevada
3390. Nye, County of, Nevada
3391. Reno, City of, Nevada
3392. Sparks, City of, Nevada
3393. Washoe, County of, Nevada
3394. Amherst, Town of, New Hampshire
3395. Bedford, Town of, New Hampshire
3396. Belknap, County of, New Hampshire
3397. Berlin, City of, New Hampshire
3398. Carroll, County of, New Hampshire
3399. Cheshire, County of, New Hampshire
3400. Claremont, City of, New Hampshire
3401. Concord, City of, New Hampshire
3402. Conway, Town of, New Hampshire
3403. Coos, County of, New Hampshire
3404. Derry, Town of, New Hampshire
3405. Dover, City of, New Hampshire
3406. Durham, Town of, New Hampshire
3407. Exeter, Town of, New Hampshire
3408. Goffstown, Town of, New Hampshire
3409. Grafton, County of, New Hampshire
3410. Hampton, Town of, New Hampshire
3411. Hanover, Town of, New Hampshire
3412. Hillsborough, County of, New Hampshire
FH11185097.1
3413. Hooksett, Town of, New Hampshire
3414. Hudson, Town of, New Hampshire
3415. Keene, City of, New Hampshire
3416. Laconia, City of, New Hampshire
3417. Lebanon, City of, New Hampshire
3418. Londonderry, Town of, New Hampshire
3419. Manchester, City of, New Hampshire
3420. Merrimack, County of, New Hampshire
3421. Merrimack, Town of, New Hampshire
3422. Milford, Town of, New Hampshire
3423. Nashua, City of, New Hampshire
3424. Pelham, Town of, New Hampshire
3425. Portsmouth, City of, New Hampshire
3426. Raymond, Town of, New Hampshire
3427. Rochester, City of, New Hampshire
3428. Rockingham, County of, New Hampshire
3429. Salem, Town of, New Hampshire
3430. Somersworth, City of, New Hampshire
3431. Strafford, County of, New Hampshire
3432. Sullivan, County of, New Hampshire
3433. Windham, Town of, New Hampshire
3434. Aberdeen, Township of, New Jersey
3435. Asbury Park, City of, New Jersey
3436. Atlantic City, City of, New Jersey
3437. Atlantic, County of, New Jersey
3438. Barnegat, Township of, New Jersey
3439. Bayonne, City of, New Jersey
3440. Beachwood, Borough of, New Jersey
3441. Belleville, Township of, New Jersey
3442. Bellmawr, Borough of, New Jersey
3443. Bergen, County of, New Jersey
3444. Bergenfield, Borough of, New Jersey
3445. Berkeley Heights, Township of, New Jersey
3446. Berkeley, Township of, New Jersey
3447. Bernards, Township of, New Jersey
3448. Bloomfield, Township of, New Jersey
3449. Bordentown, Township of, New Jersey
3450. Bound Brook, Borough of, New Jersey
3451. Branchburg, Township of, New Jersey
3452. Brick, Township of, New Jersey
3453. Bridgeton, City of, New Jersey
3454. Bridgewater, Township of, New Jersey
3455. Burlington, County of, New Jersey
3456. Burlington, Township of, New Jersey
3457. Camden, City of, New Jersey
3458. Camden, County of, New Jersey
3459. Cape May, County of, New Jersey
3460. Carteret, Borough of, New Jersey
3461. Cedar Grove, Township of, New Jersey
3462. Chatham, Township of, New Jersey
3463. Cherry Hill, Township of, New Jersey
FH11185097.1
3464. Cinnaminson, Township of, New Jersey
3465. City of Orange, Township of, New Jersey
3466. Clark, Township of, New Jersey
3467. Cliffside Park, Borough of, New Jersey
3468. Clifton, City of, New Jersey
3469. Clinton, Township of, New Jersey
3470. Collingswood, Borough of, New Jersey
3471. Cranford, Township of, New Jersey
3472. Cumberland, County of, New Jersey
3473. Delran, Township of, New Jersey
3474. Denville, Township of, New Jersey
3475. Deptford, Township of, New Jersey
3476. Dover, Town of, New Jersey
3477. Dumont, Borough of, New Jersey
3478. East Brunswick, Township of, New Jersey
3479. East Greenwich, Township of, New Jersey
3480. East Hanover, Township of, New Jersey
3481. East Orange, City of, New Jersey
3482. East Windsor, Township of, New Jersey
3483. Eatontown, Borough of, New Jersey
3484. Edgewater, Borough of, New Jersey
3485. Edison, Township of, New Jersey
3486. Egg Harbor, Township of, New Jersey
3487. Elizabeth, City of, New Jersey
3488. Elmwood Park, Borough of, New Jersey
3489. Englewood, City of, New Jersey
3490. Essex, County of, New Jersey
3491. Evesham, Township of, New Jersey
3492. Ewing, Township of, New Jersey
3493. Fair Lawn, Borough of, New Jersey
3494. Fairview, Borough of, New Jersey
3495. Florence, Township of, New Jersey
3496. Florham Park, Borough of, New Jersey
3497. Fort Lee, Borough of, New Jersey
3498. Franklin Lakes, Borough of, New Jersey
3499. Franklin, Township of, New Jersey
3500. Freehold, Borough of, New Jersey
3501. Freehold, Township of, New Jersey
3502. Galloway, Township of, New Jersey
3503. Garfield, City of, New Jersey
3504. Glassboro, Borough of, New Jersey
3505. Glen Rock, Borough of, New Jersey
3506. Gloucester City, City of, New Jersey
3507. Gloucester, County of, New Jersey
3508. Gloucester, Township of, New Jersey
3509. Guttenberg, Town of, New Jersey
3510. Hackensack, City of, New Jersey
3511. Haddon, Township of, New Jersey
3512. Haddonfield, Borough of, New Jersey
3513. Hamilton, Township of, New Jersey
3514. Hammonton, Town of, New Jersey
FH11185097.1
3515. Hanover, Township of, New Jersey
3516. Harrison, Town of, New Jersey
3517. Harrison, Township of, New Jersey
3518. Hasbrouck Heights, Borough of, New Jersey
3519. Hawthorne, Borough of, New Jersey
3520. Hazlet, Township of, New Jersey
3521. Highland Park, Borough of, New Jersey
3522. Hillsborough, Township of, New Jersey
3523. Hillsdale, Borough of, New Jersey
3524. Hillside, Township of, New Jersey
3525. Hoboken, City of, New Jersey
3526. Holmdel, Township of, New Jersey
3527. Hopatcong, Borough of, New Jersey
3528. Hopewell, Township of, New Jersey
3529. Howell, Township of, New Jersey
3530. Hudson, County of, New Jersey
3531. Hunterdon, County of, New Jersey
3532. Irvington, Township of, New Jersey
3533. Jackson, Township of, New Jersey
3534. Jefferson, Township of, New Jersey
3535. Jersey City, City of, New Jersey
3536. Kearny, Town of, New Jersey
3537. Lacey, Township of, New Jersey
3538. Lakewood, Township of, New Jersey
3539. Lawrence, Township of, New Jersey
3540. Lincoln Park, Borough of, New Jersey
3541. Linden, City of, New Jersey
3542. Lindenwold, Borough of, New Jersey
3543. Little Egg Harbor, Township of, New Jersey
3544. Little Falls, Township of, New Jersey
3545. Little Ferry, Borough of, New Jersey
3546. Livingston, Township of, New Jersey
3547. Lodi, Borough of, New Jersey
3548. Long Branch, City of, New Jersey
3549. Lower, Township of, New Jersey
3550. Lumberton, Township of, New Jersey
3551. Lyndhurst, Township of, New Jersey
3552. Madison, Borough of, New Jersey
3553. Mahwah, Township of, New Jersey
3554. Manalapan, Township of, New Jersey
3555. Manchester, Township of, New Jersey
3556. Mantua, Township of, New Jersey
3557. Manville, Borough of, New Jersey
3558. Maple Shade, Township of, New Jersey
3559. Maplewood, Township of, New Jersey
3560. Marlboro, Township of, New Jersey
3561. Medford, Township of, New Jersey
3562. Mercer, County of, New Jersey
3563. Metuchen, Borough of, New Jersey
3564. Middle, Township of, New Jersey
3565. Middlesex, Borough of, New Jersey
FH11185097.1
3566. Middlesex, County of, New Jersey
3567. Middletown, Township of, New Jersey
3568. Millburn, Township of, New Jersey
3569. Millstone, Township of, New Jersey
3570. Millville, City of, New Jersey
3571. Monmouth, County of, New Jersey
3572. Monroe, Township of, New Jersey
3573. Montclair, Township of, New Jersey
3574. Montgomery, Township of, New Jersey
3575. Montville, Township of, New Jersey
3576. Moorestown, Township of, New Jersey
3577. Morris, County of, New Jersey
3578. Morris, Township of, New Jersey
3579. Morristown, Town of, New Jersey
3580. Mount Laurel, Township of, New Jersey
3581. Mount Olive, Township of, New Jersey
3582. Neptune, Township of, New Jersey
3583. New Brunswick, City of, New Jersey
3584. New Milford, Borough of, New Jersey
3585. New Providence, Borough of, New Jersey
3586. Newark, City of, New Jersey
3587. North Arlington, Borough of, New Jersey
3588. North Bergen, Township of, New Jersey
3589. North Brunswick, Township of, New Jersey
3590. North Plainfield, Borough of, New Jersey
3591. Nutley, Township of, New Jersey
3592. Oakland, Borough of, New Jersey
3593. Ocean City, City of, New Jersey
3594. Ocean, County of, New Jersey
3595. Ocean, Township of, New Jersey
3596. Old Bridge, Township of, New Jersey
3597. Palisades Park, Borough of, New Jersey
3598. Paramus, Borough of, New Jersey
3599. Parsippany-Troy Hills, Township of, New Jersey
3600. Passaic, City of, New Jersey
3601. Passaic, County of, New Jersey
3602. Paterson, City of, New Jersey
3603. Pemberton, Township of, New Jersey
3604. Pennsauken, Township of, New Jersey
3605. Pennsville, Township of, New Jersey
3606. Pequannock, Township of, New Jersey
3607. Perth Amboy, City of, New Jersey
3608. Phillipsburg, Town of, New Jersey
3609. Pine Hill, Borough of, New Jersey
3610. Piscataway, Township of, New Jersey
3611. Plainfield, City of, New Jersey
3612. Plainsboro, Township of, New Jersey
3613. Pleasantville, City of, New Jersey
3614. Point Pleasant, Borough of, New Jersey
3615. Pompton Lakes, Borough of, New Jersey
3616. Princeton, New Jersey
FH11185097.1
3617. Rahway, City of, New Jersey
3618. Ramsey, Borough of, New Jersey
3619. Randolph, Township of, New Jersey
3620. Raritan, Township of, New Jersey
3621. Readington, Township of, New Jersey
3622. Red Bank, Borough of, New Jersey
3623. Ridgefield, Borough of, New Jersey
3624. Ridgefield Park, Village of, New Jersey
3625. Ridgewood, Village of, New Jersey
3626. Ringwood, Borough of, New Jersey
3627. River Edge, Borough of, New Jersey
3628. Robbinsville, Township of, New Jersey
3629. Rockaway, Township of, New Jersey
3630. Roselle, Borough of, New Jersey
3631. Roselle Park, Borough of, New Jersey
3632. Roxbury, Township of, New Jersey
3633. Rutherford, Borough of, New Jersey
3634. Saddle Brook, Township of, New Jersey
3635. Salem, County of, New Jersey
3636. Sayreville, Borough of, New Jersey
3637. Scotch Plains, Township of, New Jersey
3638. Secaucus, Town of, New Jersey
3639. Somers Point, City of, New Jersey
3640. Somerset, County of, New Jersey
3641. Somerville, Borough of, New Jersey
3642. South Brunswick, Township of, New Jersey
3643. South Orange Village, Township of, New Jersey
3644. South Plainfield, Borough of, New Jersey
3645. South River, Borough of, New Jersey
3646. Southampton, Township of, New Jersey
3647. Sparta, Township of, New Jersey
3648. Springfield, Township of, New Jersey
3649. Stafford, Township of, New Jersey
3650. Summit, City of, New Jersey
3651. Sussex, County of, New Jersey
3652. Teaneck, Township of, New Jersey
3653. Tenafly, Borough of, New Jersey
3654. Tinton Falls, Borough of, New Jersey
3655. Toms River, Township of, New Jersey
3656. Totowa, Borough of, New Jersey
3657. Trenton, City of, New Jersey
3658. Union City, City of, New Jersey
3659. Union, County of, New Jersey
3660. Union, Township of, New Jersey
3661. Upper, Township of, New Jersey
3662. Vernon, Township of, New Jersey
3663. Verona, Township of, New Jersey
3664. Vineland, City of, New Jersey
3665. Voorhees, Township of, New Jersey
3666. Waldwick, Borough of, New Jersey
3667. Wall, Township of, New Jersey
FH11185097.1
3668. Wallington, Borough of, New Jersey
3669. Wanaque, Borough of, New Jersey
3670. Wantage, Township of, New Jersey
3671. Warren, County of, New Jersey
3672. Warren, Township of, New Jersey
3673. Washington, Township of, New Jersey
3674. Waterford, Township of, New Jersey
3675. Wayne, Township of, New Jersey
3676. Weehawken, Township of, New Jersey
3677. West Caldwell, Township of, New Jersey
3678. West Deptford, Township of, New Jersey
3679. West Milford, Township of, New Jersey
3680. West New York, Town of, New Jersey
3681. West Orange, Township of, New Jersey
3682. West Windsor, Township of, New Jersey
3683. Westfield, Town of, New Jersey
3684. Westwood, Borough of, New Jersey
3685. Willingboro, Township of, New Jersey
3686. Winslow, Township of, New Jersey
3687. Woodbridge, Township of, New Jersey
3688. Woodland Park, Borough of, New Jersey
3689. Woolwich, Township of, New Jersey
3690. Wyckoff, Township of, New Jersey
3691. Albany, City of, New York
3692. Albany, County of, New York
3693. Allegany, County of, New York
3694. Amherst, Town of, New York
3695. Amsterdam, City of, New York
3696. Arcadia, Town of, New York
3697. Auburn, City of, New York
3698. Aurora, Town of, New York
3699. Babylon, Town of, New York
3700. Babylon, Village of, New York
3701. Ballston, Town of, New York
3702. Batavia, City of, New York
3703. Bath, Town of, New York
3704. Beacon, City of, New York
3705. Bedford, Town of, New York
3706. Beekman, Town of, New York
3707. Bethlehem, Town of, New York
3708. Binghamton, City of, New York
3709. Blooming Grove, Town of, New York
3710. Brighton, Town of, New York
3711. Bronx, County of, New York
3712. Brookhaven, Town of, New York
3713. Broome, County of, New York
3714. Brunswick, Town of, New York
3715. Buffalo, City of, New York
3716. Camillus, Town of, New York
3717. Canandaigua, City of, New York
3718. Canandaigua, Town of, New York
FH11185097.1
3719. Canton, Town of, New York
3720. Carmel, Town of, New York
3721. Catskill, Town of, New York
3722. Cattaraugus, County of, New York
3723. Cayuga, County of, New York
3724. Chautauqua, County of, New York
3725. Cheektowaga, Town of, New York
3726. Chemung, County of, New York
3727. Chenango, County of, New York
3728. Chenango, Town of, New York
3729. Chester, Town of, New York
3730. Chili, Town of, New York
3731. Cicero, Town of, New York
3732. Clarence, Town of, New York
3733. Clarkstown, Town of, New York
3734. Clay, Town of, New York
3735. Clifton Park, Town of, New York
3736. Clinton, County of, New York
3737. Cohoes, City of, New York
3738. Colonie, Town of, New York
3739. Columbia, County of, New York
3740. Corning, City of, New York
3741. Cornwall, Town of, New York
3742. Cortland, City of, New York
3743. Cortland, County of, New York
3744. Cortlandt, Town of, New York
3745. De Witt, Town of, New York
3746. Delaware, County of, New York
3747. Depew, Village of, New York
3748. Dobbs Ferry, Village of, New York
3749. Dryden, Town of, New York
3750. Dunkirk, City of, New York
3751. Dutchess, County of, New York
3752. East Fishkill, Town of, New York
3753. East Greenbush, Town of, New York
3754. East Hampton, Town of, New York
3755. Eastchester, Town of, New York
3756. Elma, Town of, New York
3757. Elmira, City of, New York
3758. Endicott, Village of, New York
3759. Erie, County of, New York
3760. Essex, County of, New York
3761. Evans, Town of, New York
3762. Fallsburg, Town of, New York
3763. Farmington, Town of, New York
3764. Fishkill, Town of, New York
3765. Floral Park, Village of, New York
3766. Franklin, County of, New York
3767. Fredonia, Village of, New York
3768. Freeport, Village of, New York
3769. Fulton, City of, New York
FH11185097.1
3770. Fulton, County of, New York
3771. Garden City, Village of, New York
3772. Gates, Town of, New York
3773. Geddes, Town of, New York
3774. Genesee, County of, New York
3775. Geneseo, Town of, New York
3776. Geneva, City of, New York
3777. German Flatts, Town of, New York
3778. Glen Cove, City of, New York
3779. Glens Falls, City of, New York
3780. Glenville, Town of, New York
3781. Gloversville, City of, New York
3782. Goshen, Town of, New York
3783. Grand Island, Town of, New York
3784. Great Neck, Village of, New York
3785. Greece, Town of, New York
3786. Greenburgh, Town of, New York
3787. Greene, County of, New York
3788. Guilderland, Town of, New York
3789. Halfmoon, Town of, New York
3790. Hamburg, Town of, New York
3791. Harrison, Town of, New York
3792. Harrison, Village of, New York
3793. Haverstraw, Town of, New York
3794. Haverstraw, Village of, New York
3795. Hempstead, Town of, New York
3796. Hempstead, Village of, New York
3797. Henrietta, Town of, New York
3798. Herkimer, County of, New York
3799. Highlands, Town of, New York
3800. Horseheads, Town of, New York
3801. Huntington, Town of, New York
3802. Hyde Park, Town of, New York
3803. Irondequoit, Town of, New York
3804. Islip, Town of, New York
3805. Ithaca, City of, New York
3806. Ithaca, Town of, New York
3807. Jamestown, City of, New York
3808. Jefferson, County of, New York
3809. Johnson City, Village of, New York
3810. Kenmore, Village of, New York
3811. Kent, Town of, New York
3812. Kings, County of, New York
3813. Kingsbury, Town of, New York
3814. Kingston, City of, New York
3815. Kirkland, Town of, New York
3816. Kiryas Joel, Village of, New York
3817. La Grange, Town of, New York
3818. Lackawanna, City of, New York
3819. Lake Grove, Village of, New York
3820. Lancaster, Town of, New York
FH11185097.1
3821. Lancaster, Village of, New York
3822. Lansing, Town of, New York
3823. Le Ray, Town of, New York
3824. Lewis, County of, New York
3825. Lewisboro, Town of, New York
3826. Lewiston, Town of, New York
3827. Lindenhurst, Village of, New York
3828. Livingston, County of, New York
3829. Lloyd, Town of, New York
3830. Lockport, City of, New York
3831. Lockport, Town of, New York
3832. Long Beach, City of, New York
3833. Lynbrook, Village of, New York
3834. Lysander, Town of, New York
3835. Madison, County of, New York
3836. Malone, Town of, New York
3837. Malta, Town of, New York
3838. Mamakating, Town of, New York
3839. Mamaroneck, Town of, New York
3840. Mamaroneck, Village of, New York
3841. Manlius, Town of, New York
3842. Massapequa Park, Village of, New York
3843. Massena, Town of, New York
3844. Massena, Village of, New York
3845. Middletown, City of, New York
3846. Milton, Town of, New York
3847. Mineola, Village of, New York
3848. Monroe, County of, New York
3849. Monroe, Town of, New York
3850. Montgomery, County of, New York
3851. Montgomery, Town of, New York
3852. Moreau, Town of, New York
3853. Mount Kisco, Village of/ Town of, New York
3854. Mount Pleasant, Town of, New York
3855. Mount Vernon, City of, New York
3856. Nassau, County of, New York
3857. New Castle, Town of, New York
3858. New Hartford, Town of, New York
3859. New Paltz, Town of, New York
3860. New Rochelle, City of, New York
3861. New Windsor, Town of, New York
3862. New York, City of, New York
3863. New York, County of, New York
3864. Newburgh, City of, New York
3865. Newburgh, Town of, New York
3866. Niagara, County of, New York
3867. Niagara Falls, City of, New York
3868. Niskayuna, Town of, New York
3869. North Castle, Town of, New York
3870. North Greenbush, Town of, New York
3871. North Hempstead, Town of, New York
FH11185097.1
3872. North Tonawanda, City of, New York
3873. Ogden, Town of, New York
3874. Ogdensburg, City of, New York
3875. Olean, City of, New York
3876. Oneida, City of, New York
3877. Oneida, County of, New York
3878. Oneonta, City of, New York
3879. Onondaga, County of, New York
3880. Onondaga, Town of, New York
3881. Ontario, County of, New York
3882. Ontario, Town of, New York
3883. Orange, County of, New York
3884. Orangetown, Town of, New York
3885. Orchard Park, Town of, New York
3886. Orleans, County of, New York
3887. Ossining, Town of, New York
3888. Ossining, Village of, New York
3889. Oswego, City of, New York
3890. Oswego, County of, New York
3891. Otsego, County of, New York
3892. Owego, Town of, New York
3893. Oyster Bay, Town of, New York
3894. Palm Tree, Town of, New York
3895. Parma, Town of, New York
3896. Patchogue, Village of, New York
3897. Patterson, Town of, New York
3898. Peekskill, City of, New York
3899. Pelham, Town of, New York
3900. Penfield, Town of, New York
3901. Perinton, Town of, New York
3902. Pittsford, Town of, New York
3903. Plattekill, Town of, New York
3904. Plattsburgh, City of, New York
3905. Plattsburgh, Town of, New York
3906. Pomfret, Town of, New York
3907. Port Chester, Village of, New York
3908. Potsdam, Town of, New York
3909. Poughkeepsie, City of, New York
3910. Poughkeepsie, Town of, New York
3911. Putnam, County of, New York
3912. Putnam Valley, Town of, New York
3913. Queens, County of, New York
3914. Queensbury, Town of, New York
3915. Ramapo, Town of, New York
3916. Red Hook, Town of, New York
3917. Rensselaer, County of, New York
3918. Richmond, County of, New York
3919. Riverhead, Town of, New York
3920. Rochester, City of, New York
3921. Rockland, County of, New York
3922. Rockville Centre, Village of, New York
FH11185097.1
3923. Rome, City of, New York
3924. Rotterdam, Town of, New York
3925. Rye, City of, New York
3926. Rye, Town of, New York
3927. Salina, Town of, New York
3928. Saratoga, County of, New York
3929. Saratoga Springs, City of, New York
3930. Saugerties, Town of, New York
3931. Scarsdale, Village of/ Scarsdale, Town of, New York
3932. Schenectady, City of, New York
3933. Schenectady, County of, New York
3934. Schodack, Town of, New York
3935. Schoharie, County of, New York
3936. Schuyler, County of, New York
3937. Seneca, County of, New York
3938. Shawangunk, Town of, New York
3939. Sleepy Hollow, Village of, New York
3940. Smithtown, Town of, New York
3941. Somers, Town of, New York
3942. Southampton, Town of, New York
3943. Southeast, Town of, New York
3944. Southold, Town of, New York
3945. Spring Valley, Village of, New York
3946. St. Lawrence, County of, New York
3947. Steuben, County of, New York
3948. Stony Point, Town of, New York
3949. Suffern, Village of, New York
3950. Suffolk, County of, New York
3951. Sullivan, County of, New York
3952. Sullivan, Town of, New York
3953. Sweden, Town of, New York
3954. Syracuse, City of, New York
3955. Tarrytown, Village of, New York
3956. Thompson, Town of, New York
3957. Tioga, County of, New York
3958. Tompkins, County of, New York
3959. Tonawanda, City of, New York
3960. Tonawanda, Town of, New York
3961. Troy, City of, New York
3962. Ulster, County of, New York
3963. Ulster, Town of, New York
3964. Union, Town of, New York
3965. Utica, City of, New York
3966. Valley Stream, Village of, New York
3967. Van Buren, Town of, New York
3968. Vestal, Town of, New York
3969. Victor, Town of, New York
3970. Wallkill, Town of, New York
3971. Wappinger, Town of, New York
3972. Warren, County of, New York
3973. Warwick, Town of, New York
FH11185097.1
3974. Washington, County of, New York
3975. Watertown, City of, New York
3976. Wawarsing, Town of, New York
3977. Wayne, County of, New York
3978. Webster, Town of, New York
3979. West Haverstraw, Village of, New York
3980. West Seneca, Town of, New York
3981. Westbury, Village of, New York
3982. Westchester, County of, New York
3983. Wheatfield, Town of, New York
3984. White Plains, City of, New York
3985. Whitestown, Town of, New York
3986. Wilton, Town of, New York
3987. Woodbury, Town of, New York
3988. Woodbury, Village of, New York
3989. Wyoming, County of, New York
3990. Yates, County of, New York
3991. Yonkers, City of, New York
3992. Yorktown, Town of, New York
3993. Alamance, County of, North Carolina
3994. Albemarle, City of, North Carolina
3995. Alexander, County of, North Carolina
3996. Alleghany, County of, North Carolina
3997. Anson, County of, North Carolina
3998. Apex, Town of, North Carolina
3999. Archdale, City of, North Carolina
4000. Ashe, County of, North Carolina
4001. Asheboro, City of, North Carolina
4002. Asheville, City of, North Carolina
4003. Avery, County of, North Carolina
4004. Beaufort, County of, North Carolina
4005. Belmont, City of, North Carolina
4006. Bertie, County of, North Carolina
4007. Bladen, County of, North Carolina
4008. Boone, Town of, North Carolina
4009. Brunswick, County of, North Carolina
4010. Buncombe, County of, North Carolina
4011. Burke, County of, North Carolina
4012. Burlington, City of, North Carolina
4013. Cabarrus, County of, North Carolina
4014. Caldwell, County of, North Carolina
4015. Camden, County of, North Carolina
4016. Carrboro, Town of, North Carolina
4017. Carteret, County of, North Carolina
4018. Cary, Town of, North Carolina
4019. Caswell, County of, North Carolina
4020. Catawba, County of, North Carolina
4021. Chapel Hill, Town of, North Carolina
4022. Charlotte, City of, North Carolina
4023. Chatham, County of, North Carolina
4024. Cherokee, County of, North Carolina
FH11185097.1
4025. Chowan, County of, North Carolina
4026. Clay, County of, North Carolina
4027. Clayton, Town of, North Carolina
4028. Clemmons, Village of, North Carolina
4029. Cleveland, County of, North Carolina
4030. Columbus, County of, North Carolina
4031. Concord, City of, North Carolina
4032. Cornelius, Town of, North Carolina
4033. Craven, County of, North Carolina
4034. Cumberland, County of, North Carolina
4035. Currituck, County of, North Carolina
4036. Dare, County of, North Carolina
4037. Davidson, County of, North Carolina
4038. Davidson, Town of, North Carolina
4039. Davie, County of, North Carolina
4040. Duplin, County of, North Carolina
4041. Durham, City of, North Carolina
4042. Durham, County of, North Carolina
4043. Eden, City of, North Carolina
4044. Edgecombe, County of, North Carolina
4045. Elizabeth City, City of, North Carolina
4046. Elon, Town of, North Carolina
4047. Fayetteville, City of, North Carolina
4048. Forsyth, County of, North Carolina
4049. Franklin, County of, North Carolina
4050. Fuquay-Varina, Town of, North Carolina
4051. Garner, Town of, North Carolina
4052. Gaston, County of, North Carolina
4053. Gastonia, City of, North Carolina
4054. Gates, County of, North Carolina
4055. Goldsboro, City of, North Carolina
4056. Graham, City of, North Carolina
4057. Granville, County of, North Carolina
4058. Greene, County of, North Carolina
4059. Greensboro, City of, North Carolina
4060. Greenville, City of, North Carolina
4061. Guilford, County of, North Carolina
4062. Halifax, County of, North Carolina
4063. Harnett, County of, North Carolina
4064. Harrisburg, Town of, North Carolina
4065. Havelock, City of, North Carolina
4066. Haywood, County of, North Carolina
4067. Henderson, City of, North Carolina
4068. Henderson, County of, North Carolina
4069. Hendersonville, City of, North Carolina
4070. Hertford, County of, North Carolina
4071. Hickory, City of, North Carolina
4072. High Point, City of, North Carolina
4073. Hoke, County of, North Carolina
4074. Holly Springs, Town of, North Carolina
4075. Hope Mills, Town of, North Carolina
FH11185097.1
4076. Huntersville, Town of, North Carolina
4077. Indian Trail, Town of, North Carolina
4078. Iredell, County of, North Carolina
4079. Jackson, County of, North Carolina
4080. Jacksonville, City of, North Carolina
4081. Johnston, County of, North Carolina
4082. Kannapolis, City of, North Carolina
4083. Kernersville, Town of, North Carolina
4084. Kings Mountain, City of, North Carolina
4085. Kinston, City of, North Carolina
4086. Knightdale, Town of, North Carolina
4087. Laurinburg, City of, North Carolina
4088. Lee, County of, North Carolina
4089. Leland, Town of, North Carolina
4090. Lenoir, City of, North Carolina
4091. Lenoir, County of, North Carolina
4092. Lewisville, Town of, North Carolina
4093. Lexington, City of, North Carolina
4094. Lincoln, County of, North Carolina
4095. Lincolnton, City of, North Carolina
4096. Lumberton, City of, North Carolina
4097. Macon, County of, North Carolina
4098. Madison, County of, North Carolina
4099. Martin, County of, North Carolina
4100. Matthews, Town of, North Carolina
4101. McDowell, County of, North Carolina
4102. Mebane, City of, North Carolina
4103. Mecklenburg, County of, North Carolina
4104. Mint Hill, Town of, North Carolina
4105. Mitchell, County of, North Carolina
4106. Monroe, City of, North Carolina
4107. Montgomery, County of, North Carolina
4108. Moore, County of, North Carolina
4109. Mooresville, Town of, North Carolina
4110. Morganton, City of, North Carolina
4111. Morrisville, Town of, North Carolina
4112. Mount Airy, City of, North Carolina
4113. Mount Holly, City of, North Carolina
4114. Nash, County of, North Carolina
4115. New Bern, City of, North Carolina
4116. New Hanover, County of, North Carolina
4117. Newton, City of, North Carolina
4118. Northampton, County of, North Carolina
4119. Onslow, County of, North Carolina
4120. Orange, County of, North Carolina
4121. Pamlico, County of, North Carolina
4122. Pasquotank, County of, North Carolina
4123. Pender, County of, North Carolina
4124. Perquimans, County of, North Carolina
4125. Person, County of, North Carolina
4126. Pinehurst, Village of, North Carolina
FH11185097.1
4127. Pitt, County of, North Carolina
4128. Polk, County of, North Carolina
4129. Raleigh, City of, North Carolina
4130. Randolph, County of, North Carolina
4131. Reidsville, City of, North Carolina
4132. Richmond, County of, North Carolina
4133. Roanoke Rapids, City of, North Carolina
4134. Robeson, County of, North Carolina
4135. Rockingham, County of, North Carolina
4136. Rocky Mount, City of, North Carolina
4137. Rowan, County of, North Carolina
4138. Rutherford, County of, North Carolina
4139. Salisbury, City of, North Carolina
4140. Sampson, County of, North Carolina
4141. Sanford, City of, North Carolina
4142. Scotland, County of, North Carolina
4143. Shelby, City of, North Carolina
4144. Smithfield, Town of, North Carolina
4145. Southern Pines, Town of, North Carolina
4146. Spring Lake, Town of, North Carolina
4147. Stallings, Town of, North Carolina
4148. Stanly, County of, North Carolina
4149. Statesville, City of, North Carolina
4150. Stokes, County of, North Carolina
4151. Summerfield, Town of, North Carolina
4152. Surry, County of, North Carolina
4153. Swain, County of, North Carolina
4154. Tarboro, Town of, North Carolina
4155. Thomasville, City of, North Carolina
4156. Transylvania, County of, North Carolina
4157. Union, County of, North Carolina
4158. Vance, County of, North Carolina
4159. Wake, County of, North Carolina
4160. Wake Forest, Town of, North Carolina
4161. Warren, County of, North Carolina
4162. Washington, County of, North Carolina
4163. Watauga, County of, North Carolina
4164. Waxhaw, Town of, North Carolina
4165. Wayne, County of, North Carolina
4166. Waynesville, Town of, North Carolina
4167. Weddington, Town of, North Carolina
4168. Wilkes, County of, North Carolina
4169. Wilmington, City of, North Carolina
4170. Wilson, City of, North Carolina
4171. Wilson, County of, North Carolina
4172. Winston-Salem, City of, North Carolina
4173. Yadkin, County of, North Carolina
4174. Yancey, County of, North Carolina
4175. Barnes, County of, North Dakota
4176. Bismarck, City of, North Dakota
4177. Burleigh, County of, North Dakota
FH11185097.1
4178. Cass, County of, North Dakota
4179. Dickinson, City of, North Dakota
4180. Fargo, City of, North Dakota
4181. Grand Forks, City of, North Dakota
4182. Grand Forks, County of, North Dakota
4183. Jamestown, City of, North Dakota
4184. Mandan, City of, North Dakota
4185. McKenzie, County of, North Dakota
4186. Minot, City of, North Dakota
4187. Morton, County of, North Dakota
4188. Mountrail, County of, North Dakota
4189. Ramsey, County of, North Dakota
4190. Richland, County of, North Dakota
4191. Rolette, County of, North Dakota
4192. Stark, County of, North Dakota
4193. Stutsman, County of, North Dakota
4194. Walsh, County of, North Dakota
4195. Ward, County of, North Dakota
4196. West Fargo, City of, North Dakota
4197. Williams, County of, North Dakota
4198. Williston, City of, North Dakota
4199. Adams, County of, Ohio
4200. Akron, City of, Ohio
4201. Allen, County of, Ohio
4202. Alliance, City of, Ohio
4203. American, Township of, Ohio
4204. Amherst, City of, Ohio
4205. Anderson, Township of, Ohio
4206. Ashland, City of, Ohio
4207. Ashland, County of, Ohio
4208. Ashtabula, City of, Ohio
4209. Ashtabula, County of, Ohio
4210. Ashtabula, Township of, Ohio
4211. Athens, City of, Ohio
4212. Athens, County of, Ohio
4213. Athens, Township of, Ohio
4214. Auglaize, County of, Ohio
4215. Aurora, City of, Ohio
4216. Austintown, Township of, Ohio
4217. Avon, City of, Ohio
4218. Avon Lake, City of, Ohio
4219. Bainbridge, Township of, Ohio
4220. Barberton, City of, Ohio
4221. Batavia, Township of, Ohio
4222. Bath, Township of, Ohio
4223. Bay, Village of, City of, Ohio
4224. Beachwood, City of, Ohio
4225. Beavercreek, City of, Ohio
4226. Beavercreek, Township of, Ohio
4227. Bedford, City of, Ohio
4228. Bedford Heights, City of, Ohio
FH11185097.1
4229. Bellefontaine, City of, Ohio
4230. Belmont, County of, Ohio
4231. Berea, City of, Ohio
4232. Bethel, Township of, Ohio
4233. Bexley, City of, Ohio
4234. Blue Ash, City of, Ohio
4235. Boardman, Township of, Ohio
4236. Bowling Green, City of, Ohio
4237. Brecksville, City of, Ohio
4238. Brimfield, Township of, Ohio
4239. Broadview Heights, City of, Ohio
4240. Brook Park, City of, Ohio
4241. Brooklyn, City of, Ohio
4242. Brown, County of, Ohio
4243. Brunswick, City of, Ohio
4244. Brunswick Hills, Township of, Ohio
4245. Bucyrus, City of, Ohio
4246. Butler, County of, Ohio
4247. Cambridge, City of, Ohio
4248. Cambridge, Township of, Ohio
4249. Canfield, Township of, Ohio
4250. Canton, City of, Ohio
4251. Canton, Township of, Ohio
4252. Carroll, County of, Ohio
4253. Celina, City of, Ohio
4254. Centerville, City of, Ohio
4255. Champaign, County of, Ohio
4256. Chester, Township of, Ohio
4257. Chillicothe, City of, Ohio
4258. Chippewa, Township of, Ohio
4259. Cincinnati, City of, Ohio
4260. Circleville, City of, Ohio
4261. Clark, County of, Ohio
4262. Clayton, City of, Ohio
4263. Clear Creek, Township of, Ohio
4264. Clermont, County of, Ohio
4265. Cleveland, City of, Ohio
4266. Cleveland Heights, City of, Ohio
4267. Clinton, County of, Ohio
4268. Clinton, Township of, Ohio
4269. Colerain, Township of, Ohio
4270. Columbiana, County of, Ohio
4271. Columbus, City of, Ohio
4272. Concord, Township of, Ohio
4273. Conneaut, City of, Ohio
4274. Copley, Township of, Ohio
4275. Coshocton, City of, Ohio
4276. Coshocton, County of, Ohio
4277. Coventry, Township of, Ohio
4278. Crawford, County of, Ohio
4279. Cuyahoga, County of, Ohio
FH11185097.1
4280. Cuyahoga Falls, City of, Ohio
4281. Darke, County of, Ohio
4282. Dayton, City of, Ohio
4283. Deerfield, Township of, Ohio
4284. Defiance, City of, Ohio
4285. Defiance, County of, Ohio
4286. Defiance, Township of, Ohio
4287. Delaware, City of, Ohio
4288. Delaware City, Township of, Ohio
4289. Delaware, County of, Ohio
4290. Delhi, Township of, Ohio
4291. Dover, City of, Ohio
4292. Dublin, City of, Ohio
4293. Duchouquet, Township of, Ohio
4294. East Cleveland, City of, Ohio
4295. East Liverpool, City of, Ohio
4296. Eastlake, City of, Ohio
4297. Elyria, City of, Ohio
4298. Englewood, City of, Ohio
4299. Erie, County of, Ohio
4300. Etna, Township of, Ohio
4301. Euclid, City of, Ohio
4302. Fairborn, City of, Ohio
4303. Fairfield, City of, Ohio
4304. Fairfield, County of, Ohio
4305. Fairfield, Township of, Ohio
4306. Fairview Park, City of, Ohio
4307. Falls, Township of, Ohio
4308. Fayette, County of, Ohio
4309. Findlay, City of, Ohio
4310. Forest Park, City of, Ohio
4311. Fostoria, City of, Ohio
4312. Franklin, City of, Ohio
4313. Franklin, County of, Ohio
4314. Franklin, Township of, Ohio
4315. Fremont, City of, Ohio
4316. Fulton, County of, Ohio
4317. Gahanna, City of, Ohio
4318. Gallia, County of, Ohio
4319. Garfield Heights, City of, Ohio
4320. Geauga, County of, Ohio
4321. Geneva, Township of, Ohio
4322. Genoa, Township of, Ohio
4323. Goshen, Township of, Ohio
4324. Granville, Township of, Ohio
4325. Green, City of, Ohio
4326. Green, Township of, Ohio
4327. Greene, County of, Ohio
4328. Greenville, City of, Ohio
4329. Greenville, Township of, Ohio
4330. Grove City, City of, Ohio
FH11185097.1
4331. Guernsey, County of, Ohio
4332. Hamilton, City of, Ohio
4333. Hamilton, County of, Ohio
4334. Hamilton, Township of, Ohio
4335. Hancock, County of, Ohio
4336. Hardin, County of, Ohio
4337. Harrison, City of, Ohio
4338. Harrison, County of, Ohio
4339. Harrison, Township of, Ohio
4340. Heath, City of, Ohio
4341. Henry, County of, Ohio
4342. Highland, County of, Ohio
4343. Hilliard, City of, Ohio
4344. Hocking, County of, Ohio
4345. Holmes, County of, Ohio
4346. Howland, Township of, Ohio
4347. Hubbard, Township of, Ohio
4348. Huber Heights, City of, Ohio
4349. Hudson, City of, Ohio
4350. Huron, County of, Ohio
4351. Huron, Township of, Ohio
4352. Ironton, City of, Ohio
4353. Jackson, County of, Ohio
4354. Jackson, Township of, Ohio
4355. Jefferson, County of, Ohio
4356. Jefferson, Township of, Ohio
4357. Kent, City of, Ohio
4358. Kettering, City of, Ohio
4359. Knox, County of, Ohio
4360. Lake, County of, Ohio
4361. Lake, Township of, Ohio
4362. Lakewood, City of, Ohio
4363. Lancaster, City of, Ohio
4364. Lancaster City, Township of, Ohio
4365. Lawrence, County of, Ohio
4366. Lawrence, Township of, Ohio
4367. Lebanon, City of, Ohio
4368. Lemon, Township of, Ohio
4369. Liberty, Township of, Ohio
4370. Licking, County of, Ohio
4371. Lima, City of, Ohio
4372. Logan, County of, Ohio
4373. London, City of, Ohio
4374. Lorain, City of, Ohio
4375. Lorain, County of, Ohio
4376. Loveland, City of, Ohio
4377. Lucas, County of, Ohio
4378. Lyndhurst, City of, Ohio
4379. Macedonia, City of, Ohio
4380. Mad River, Township of, Ohio
4381. Madison, County of, Ohio
FH11185097.1
4382. Madison, Township of, Ohio
4383. Mahoning, County of, Ohio
4384. Mansfield, City of, Ohio
4385. Maple Heights, City of, Ohio
4386. Marietta, City of, Ohio
4387. Marion, City of, Ohio
4388. Marion, County of, Ohio
4389. Marion, Township of, Ohio
4390. Marysville, City of, Ohio
4391. Mason, City of, Ohio
4392. Massillon, City of, Ohio
4393. Maumee, City of, Ohio
4394. Mayfield Heights, City of, Ohio
4395. Medina, City of, Ohio
4396. Medina City, Township of, Ohio
4397. Medina, County of, Ohio
4398. Meigs, County of, Ohio
4399. Mentor, City of, Ohio
4400. Mercer, County of, Ohio
4401. Miami, County of, Ohio
4402. Miami, Township of, Ohio
4403. Miamisburg, City of, Ohio
4404. Middleburg Heights, City of, Ohio
4405. Middletown, City of, Ohio
4406. Mifflin, Township of, Ohio
4407. Monclova, Township of, Ohio
4408. Monroe, City of, Ohio
4409. Monroe, County of, Ohio
4410. Monroe, Township of, Ohio
4411. Montgomery, City of, Ohio
4412. Montgomery, County of, Ohio
4413. Montville, Township of, Ohio
4414. Moorefield, Township of, Ohio
4415. Morgan, County of, Ohio
4416. Morrow, County of, Ohio
4417. Mount Vernon, City of, Ohio
4418. Muskingum, County of, Ohio
4419. New Albany, City of, Ohio
4420. New Franklin, City of, Ohio
4421. New Philadelphia, City of, Ohio
4422. Newark, City of, Ohio
4423. Niles, City of, Ohio
4424. Noble, County of, Ohio
4425. North Canton, City of, Ohio
4426. North Olmsted, City of, Ohio
4427. North Ridgeville, City of, Ohio
4428. North Royalton, City of, Ohio
4429. Norton, City of, Ohio
4430. Norwalk, City of, Ohio
4431. Norwich, Township of, Ohio
4432. Norwood, City of, Ohio
FH11185097.1
4433. Olmsted, Township of, Ohio
4434. Orange, Township of, Ohio
4435. Oregon, City of, Ohio
4436. Ottawa, County of, Ohio
4437. Oxford, City of, Ohio
4438. Oxford, Township of, Ohio
4439. Painesville, City of, Ohio
4440. Painesville, Township of, Ohio
4441. Paris, Township of, Ohio
4442. Parma, City of, Ohio
4443. Parma Heights, City of, Ohio
4444. Pataskala, City of, Ohio
4445. Paulding, County of, Ohio
4446. Pease, Township of, Ohio
4447. Perkins, Township of, Ohio
4448. Perry, County of, Ohio
4449. Perry, Township of, Ohio
4450. Perrysburg, City of, Ohio
4451. Perrysburg, Township of, Ohio
4452. Pickaway, County of, Ohio
4453. Pickerington, City of, Ohio
4454. Pierce, Township of, Ohio
4455. Pike, County of, Ohio
4456. Piqua, City of, Ohio
4457. Plain, Township of, Ohio
4458. Pleasant, Township of, Ohio
4459. Poland, Township of, Ohio
4460. Portage, County of, Ohio
4461. Portsmouth, City of, Ohio
4462. Powell, City of, Ohio
4463. Prairie, Township of, Ohio
4464. Preble, County of, Ohio
4465. Putnam, County of, Ohio
4466. Ravenna, City of, Ohio
4467. Reading, City of, Ohio
4468. Reynoldsburg, City of, Ohio
4469. Richland, County of, Ohio
4470. Richland, Township of, Ohio
4471. Richmond Heights, City of, Ohio
4472. Riverside, City of, Ohio
4473. Rocky River, City of, Ohio
4474. Ross, County of, Ohio
4475. Sagamore Hills, Township of, Ohio
4476. Salem, City of, Ohio
4477. Sandusky, City of, Ohio
4478. Sandusky, County of, Ohio
4479. Scioto, County of, Ohio
4480. Scioto, Township of, Ohio
4481. Seneca, County of, Ohio
4482. Seven Hills, City of, Ohio
4483. Shaker Heights, City of, Ohio
FH11185097.1
4484. Sharon, Township of, Ohio
4485. Sharonville, City of, Ohio
4486. Shawnee, Township of, Ohio
4487. Shelby, County of, Ohio
4488. Sidney, City of, Ohio
4489. Solon, City of, Ohio
4490. South Euclid, City of, Ohio
4491. Springboro, City of, Ohio
4492. Springdale, City of, Ohio
4493. Springfield, City of, Ohio
4494. Springfield, Township of, Ohio
4495. St. Marys, Township of, Ohio
4496. Stark, County of, Ohio
4497. Steubenville, City of, Ohio
4498. Stow, City of, Ohio
4499. Streetsboro, City of, Ohio
4500. Strongsville, City of, Ohio
4501. Struthers, City of, Ohio
4502. Summit, County of, Ohio
4503. Sycamore, Township of, Ohio
4504. Sylvania, City of, Ohio
4505. Sylvania, Township of, Ohio
4506. Symmes, Township of, Ohio
4507. Tallmadge, City of, Ohio
4508. Tiffin, City of, Ohio
4509. Tipp City, City of, Ohio
4510. Toledo, City of, Ohio
4511. Trenton, City of, Ohio
4512. Trotwood, City of, Ohio
4513. Troy, City of, Ohio
4514. Trumbull, County of, Ohio
4515. Truro, Township of, Ohio
4516. Turtlecreek, Township of, Ohio
4517. Tuscarawas, County of, Ohio
4518. Twinsburg, City of, Ohio
4519. Union, County of, Ohio
4520. Union, Township of, Ohio
4521. University Heights, City of, Ohio
4522. Upper Arlington, City of, Ohio
4523. Upper, Township of, Ohio
4524. Urbana, City of, Ohio
4525. Urbana, Township of, Ohio
4526. Van Wert, City of, Ohio
4527. Van Wert, County of, Ohio
4528. Vandalia, City of, Ohio
4529. Vermilion, City of, Ohio
4530. Vinton, County of, Ohio
4531. Violet, Township of, Ohio
4532. Wadsworth, City of, Ohio
4533. Warren, City of, Ohio
4534. Warren, County of, Ohio
FH11185097.1
4535. Warrensville Heights, City of, Ohio
4536. Washington, County of, Ohio
4537. Washington Court House, City of, Ohio
4538. Washington, Township of, Ohio
4539. Wayne, County of, Ohio
4540. Weathersfield, Township of, Ohio
4541. West Carrollton, City of, Ohio
4542. West Chester, Township of, Ohio
4543. Westerville, City of, Ohio
4544. Westlake, City of, Ohio
4545. Whitehall, City of, Ohio
4546. Wickliffe, City of, Ohio
4547. Williams, County of, Ohio
4548. Willoughby, City of, Ohio
4549. Willowick, City of, Ohio
4550. Wilmington, City of, Ohio
4551. Wood, County of, Ohio
4552. Wooster, City of, Ohio
4553. Worthington, City of, Ohio
4554. Wyandot, County of, Ohio
4555. Xenia, City of, Ohio
4556. Youngstown, City of, Ohio
4557. Zanesville, City of, Ohio
4558. Ada, City of, Oklahoma
4559. Adair, County of, Oklahoma
4560. Altus, City of, Oklahoma
4561. Ardmore, City of, Oklahoma
4562. Atoka, County of, Oklahoma
4563. Bartlesville, City of, Oklahoma
4564. Beckham, County of, Oklahoma
4565. Bethany, City of, Oklahoma
4566. Bixby, City of, Oklahoma
4567. Broken Arrow, City of, Oklahoma
4568. Bryan, County of, Oklahoma
4569. Caddo, County of, Oklahoma
4570. Canadian, County of, Oklahoma
4571. Carter, County of, Oklahoma
4572. Cherokee, County of, Oklahoma
4573. Chickasha, City of, Oklahoma
4574. Choctaw, City of, Oklahoma
4575. Choctaw, County of, Oklahoma
4576. Claremore, City of, Oklahoma
4577. Cleveland, County of, Oklahoma
4578. Comanche, County of, Oklahoma
4579. Coweta, City of, Oklahoma
4580. Craig, County of, Oklahoma
4581. Creek, County of, Oklahoma
4582. Custer, County of, Oklahoma
4583. Del City, City of, Oklahoma
4584. Delaware, County of, Oklahoma
4585. Duncan, City of, Oklahoma
FH11185097.1
4586. Durant, City of, Oklahoma
4587. Edmond, City of, Oklahoma
4588. El Reno, City of, Oklahoma
4589. Elk City, City of, Oklahoma
4590. Enid, City of, Oklahoma
4591. Garfield, County of, Oklahoma
4592. Garvin, County of, Oklahoma
4593. Glenpool, City of, Oklahoma
4594. Grady, County of, Oklahoma
4595. Guthrie, City of, Oklahoma
4596. Guymon, City of, Oklahoma
4597. Haskell, County of, Oklahoma
4598. Hughes, County of, Oklahoma
4599. Jackson, County of, Oklahoma
4600. Jenks, City of, Oklahoma
4601. Johnston, County of, Oklahoma
4602. Kay, County of, Oklahoma
4603. Kingfisher, County of, Oklahoma
4604. Latimer, County of, Oklahoma
4605. Lawton, City of, Oklahoma
4606. Le Flore, County of, Oklahoma
4607. Lincoln, County of, Oklahoma
4608. Logan, County of, Oklahoma
4609. Love, County of, Oklahoma
4610. Marshall, County of, Oklahoma
4611. Mayes, County of, Oklahoma
4612. McAlester, City of, Oklahoma
4613. McClain, County of, Oklahoma
4614. McCurtain, County of, Oklahoma
4615. McIntosh, County of, Oklahoma
4616. Miami, City of, Oklahoma
4617. Midwest City, City of, Oklahoma
4618. Moore, City of, Oklahoma
4619. Murray, County of, Oklahoma
4620. Muskogee, City of, Oklahoma
4621. Muskogee, County of, Oklahoma
4622. Mustang, City of, Oklahoma
4623. Newcastle, City of, Oklahoma
4624. Noble, County of, Oklahoma
4625. Norman, City of, Oklahoma
4626. Nowata, County of, Oklahoma
4627. Okfuskee, County of, Oklahoma
4628. Oklahoma City, City of, Oklahoma
4629. Oklahoma, County of, Oklahoma
4630. Okmulgee, City of, Oklahoma
4631. Okmulgee, County of, Oklahoma
4632. Osage, County of, Oklahoma
4633. Ottawa, County of, Oklahoma
4634. Owasso, City of, Oklahoma
4635. Pawnee, County of, Oklahoma
4636. Payne, County of, Oklahoma
FH11185097.1
4637. Pittsburg, County of, Oklahoma
4638. Ponca City, City of, Oklahoma
4639. Pontotoc, County of, Oklahoma
4640. Pottawatomie, County of, Oklahoma
4641. Pushmataha, County of, Oklahoma
4642. Rogers, County of, Oklahoma
4643. Sand Springs, City of, Oklahoma
4644. Sapulpa, City of, Oklahoma
4645. Seminole, County of, Oklahoma
4646. Sequoyah, County of, Oklahoma
4647. Shawnee, City of, Oklahoma
4648. Stephens, County of, Oklahoma
4649. Stillwater, City of, Oklahoma
4650. Tahlequah, City of, Oklahoma
4651. Texas, County of, Oklahoma
4652. Tulsa, City of, Oklahoma
4653. Tulsa, County of, Oklahoma
4654. Wagoner, County of, Oklahoma
4655. Warr Acres, City of, Oklahoma
4656. Washington, County of, Oklahoma
4657. Washita, County of, Oklahoma
4658. Weatherford, City of, Oklahoma
4659. Woodward, City of, Oklahoma
4660. Woodward, County of, Oklahoma
4661. Yukon, City of, Oklahoma
4662. Albany, City of, Oregon
4663. Ashland, City of, Oregon
4664. Astoria, City of, Oregon
4665. Baker, County of, Oregon
4666. Beaverton, City of, Oregon
4667. Bend, City of, Oregon
4668. Benton, County of, Oregon
4669. Canby, City of, Oregon
4670. Central Point, City of, Oregon
4671. Clackamas, County of, Oregon
4672. Clatsop, County of, Oregon
4673. Columbia, County of, Oregon
4674. Coos Bay, City of, Oregon
4675. Coos, County of, Oregon
4676. Cornelius, City of, Oregon
4677. Corvallis, City of, Oregon
4678. Cottage Grove, City of, Oregon
4679. Crook, County of, Oregon
4680. Curry, County of, Oregon
4681. Dallas, City of, Oregon
4682. Deschutes, County of, Oregon
4683. Douglas, County of, Oregon
4684. Eugene, City of, Oregon
4685. Forest Grove, City of, Oregon
4686. Gladstone, City of, Oregon
4687. Grants Pass, City of, Oregon
FH11185097.1
4688. Gresham, City of, Oregon
4689. Happy Valley, City of, Oregon
4690. Hermiston, City of, Oregon
4691. Hillsboro, City of, Oregon
4692. Hood River, County of, Oregon
4693. Independence, City of, Oregon
4694. Jackson, County of, Oregon
4695. Jefferson, County of, Oregon
4696. Josephine, County of, Oregon
4697. Keizer, City of, Oregon
4698. Klamath, County of, Oregon
4699. Klamath Falls, City of, Oregon
4700. La Grande, City of, Oregon
4701. Lake Oswego, City of, Oregon
4702. Lane, County of, Oregon
4703. Lebanon, City of, Oregon
4704. Lincoln, County of, Oregon
4705. Linn, County of, Oregon
4706. Malheur, County of, Oregon
4707. Marion, County of, Oregon
4708. McMinnville, City of, Oregon
4709. Medford, City of, Oregon
4710. Milwaukie, City of, Oregon
4711. Monmouth, City of, Oregon
4712. Morrow, County of, Oregon
4713. Multnomah, County of, Oregon
4714. Newberg, City of, Oregon
4715. Newport, City of, Oregon
4716. Ontario, City of, Oregon
4717. Oregon City, City of, Oregon
4718. Pendleton, City of, Oregon
4719. Polk, County of, Oregon
4720. Portland, City of, Oregon
4721. Prineville, City of, Oregon
4722. Redmond, City of, Oregon
4723. Roseburg, City of, Oregon
4724. Salem, City of, Oregon
4725. Sandy, City of, Oregon
4726. Sherwood, City of, Oregon
4727. Silverton, City of, Oregon
4728. Springfield, City of, Oregon
4729. St. Helens, City of, Oregon
4730. The Dalles, City of, Oregon
4731. Tigard, City of, Oregon
4732. Tillamook, County of, Oregon
4733. Troutdale, City of, Oregon
4734. Tualatin, City of, Oregon
4735. Umatilla, County of, Oregon
4736. Union, County of, Oregon
4737. Wasco, County of, Oregon
4738. Washington, County of, Oregon
FH11185097.1
4739. West Linn, City of, Oregon
4740. Wilsonville, City of, Oregon
4741. Woodburn, City of, Oregon
4742. Yamhill, County of, Oregon
4743. Abington, Township of, Pennsylvania
4744. Adams, County of, Pennsylvania
4745. Adams, Township of, Pennsylvania
4746. Allegheny, County of, Pennsylvania
4747. Allentown, City of, Pennsylvania
4748. Altoona, City of, Pennsylvania
4749. Amity, Township of, Pennsylvania
4750. Antrim, Township of, Pennsylvania
4751. Armstrong, County of, Pennsylvania
4752. Aston, Township of, Pennsylvania
4753. Baldwin, Borough of, Pennsylvania
4754. Beaver, County of, Pennsylvania
4755. Bedford, County of, Pennsylvania
4756. Bensalem, Township of, Pennsylvania
4757. Berks, County of, Pennsylvania
4758. Bethel Park, Municipality of, Pennsylvania
4759. Bethlehem, City of, Pennsylvania
4760. Bethlehem, Township of, Pennsylvania
4761. Blair, County of, Pennsylvania
4762. Bloomsburg, Town of, Pennsylvania
4763. Bradford, County of, Pennsylvania
4764. Bristol, Township of, Pennsylvania
4765. Buckingham, Township of, Pennsylvania
4766. Bucks, County of, Pennsylvania
4767. Butler, City of, Pennsylvania
4768. Butler, County of, Pennsylvania
4769. Butler, Township of, Pennsylvania
4770. Caln, Township of, Pennsylvania
4771. Cambria, County of, Pennsylvania
4772. Carbon, County of, Pennsylvania
4773. Carlisle, Borough of, Pennsylvania
4774. Cecil, Township of, Pennsylvania
4775. Center, Township of, Pennsylvania
4776. Centre, County of, Pennsylvania
4777. Chambersburg, Borough of, Pennsylvania
4778. Cheltenham, Township of, Pennsylvania
4779. Chester, City of, Pennsylvania
4780. Chester, County of, Pennsylvania
4781. Chestnuthill, Township of, Pennsylvania
4782. Clarion, County of, Pennsylvania
4783. Clearfield, County of, Pennsylvania
4784. Clinton, County of, Pennsylvania
4785. Coal, Township of, Pennsylvania
4786. Coatesville, City of, Pennsylvania
4787. College, Township of, Pennsylvania
4788. Columbia, Borough of, Pennsylvania
4789. Columbia, County of, Pennsylvania
FH11185097.1
4790. Concord, Township of, Pennsylvania
4791. Coolbaugh, Township of, Pennsylvania
4792. Cranberry, Township of, Pennsylvania
4793. Crawford, County of, Pennsylvania
4794. Cumberland, County of, Pennsylvania
4795. Cumru, Township of, Pennsylvania
4796. Darby, Borough of, Pennsylvania
4797. Dauphin, County of, Pennsylvania
4798. Delaware, County of, Pennsylvania
4799. Derry, Township of, Pennsylvania
4800. Dingman, Township of, Pennsylvania
4801. Douglass, Township of, Pennsylvania
4802. Dover, Township of, Pennsylvania
4803. Doylestown, Township of, Pennsylvania
4804. Dunmore, Borough of, Pennsylvania
4805. East Cocalico, Township of, Pennsylvania
4806. East Goshen, Township of, Pennsylvania
4807. East Hempfield, Township of, Pennsylvania
4808. East Lampeter, Township of, Pennsylvania
4809. East Norriton, Township of, Pennsylvania
4810. East Pennsboro, Township of, Pennsylvania
4811. East Stroudsburg, Borough of, Pennsylvania
4812. East Whiteland, Township of, Pennsylvania
4813. Easton, City of, Pennsylvania
4814. Easttown, Township of, Pennsylvania
4815. Elizabeth, Township of, Pennsylvania
4816. Elizabethtown, Borough of, Pennsylvania
4817. Elk, County of, Pennsylvania
4818. Emmaus, Borough of, Pennsylvania
4819. Ephrata, Borough of, Pennsylvania
4820. Ephrata, Township of, Pennsylvania
4821. Erie, City of, Pennsylvania
4822. Erie, County of, Pennsylvania
4823. Exeter, Township of, Pennsylvania
4824. Fairview, Township of, Pennsylvania
4825. Falls, Township of, Pennsylvania
4826. Fayette, County of, Pennsylvania
4827. Ferguson, Township of, Pennsylvania
4828. Forks, Township of, Pennsylvania
4829. Franconia, Township of, Pennsylvania
4830. Franklin, County of, Pennsylvania
4831. Franklin Park, Borough of, Pennsylvania
4832. Fulton, County of, Pennsylvania
4833. Greene, County of, Pennsylvania
4834. Greene, Township of, Pennsylvania
4835. Greensburg, City of, Pennsylvania
4836. Guilford, Township of, Pennsylvania
4837. Hamilton, Township of, Pennsylvania
4838. Hampden, Township of, Pennsylvania
4839. Hampton, Township of, Pennsylvania
4840. Hanover, Borough of, Pennsylvania
FH11185097.1
4841. Hanover, Township of, Pennsylvania
4842. Harborcreek, Township of, Pennsylvania
4843. Harrisburg, City of, Pennsylvania
4844. Harrison, Township of, Pennsylvania
4845. Hatfield, Township of, Pennsylvania
4846. Haverford, Township of, Pennsylvania
4847. Hazleton, City of, Pennsylvania
4848. Hempfield, Township of, Pennsylvania
4849. Hermitage, City of, Pennsylvania
4850. Hilltown, Township of, Pennsylvania
4851. Hopewell, Township of, Pennsylvania
4852. Horsham, Township of, Pennsylvania
4853. Huntingdon, County of, Pennsylvania
4854. Indiana, Borough of, Pennsylvania
4855. Indiana, County of, Pennsylvania
4856. Jefferson, County of, Pennsylvania
4857. Jefferson Hills, Borough of, Pennsylvania
4858. Johnstown, City of, Pennsylvania
4859. Juniata, County of, Pennsylvania
4860. Kingston, Borough of, Pennsylvania
4861. Lackawanna, County of, Pennsylvania
4862. Lancaster, City of, Pennsylvania
4863. Lancaster, County of, Pennsylvania
4864. Lancaster, Township of, Pennsylvania
4865. Lansdale, Borough of, Pennsylvania
4866. Lansdowne, Borough of, Pennsylvania
4867. Lawrence, County of, Pennsylvania
4868. Lebanon, City of, Pennsylvania
4869. Lebanon, County of, Pennsylvania
4870. Lehigh, County of, Pennsylvania
4871. Lehigh, Township of, Pennsylvania
4872. Lehman, Township of, Pennsylvania
4873. Limerick, Township of, Pennsylvania
4874. Logan, Township of, Pennsylvania
4875. Lower Allen, Township of, Pennsylvania
4876. Lower Burrell, City of, Pennsylvania
4877. Lower Gwynedd, Township of, Pennsylvania
4878. Lower Macungie, Township of, Pennsylvania
4879. Lower Makefield, Township of, Pennsylvania
4880. Lower Merion, Township of, Pennsylvania
4881. Lower Moreland, Township of, Pennsylvania
4882. Lower Paxton, Township of, Pennsylvania
4883. Lower Pottsgrove, Township of, Pennsylvania
4884. Lower Providence, Township of, Pennsylvania
4885. Lower Salford, Township of, Pennsylvania
4886. Lower Saucon, Township of, Pennsylvania
4887. Lower Southampton, Township of, Pennsylvania
4888. Loyalsock, Township of, Pennsylvania
4889. Luzerne, County of, Pennsylvania
4890. Lycoming, County of, Pennsylvania
4891. Manchester, Township of, Pennsylvania
FH11185097.1
4892. Manheim, Township of, Pennsylvania
4893. Manor, Township of, Pennsylvania
4894. Marple, Township of, Pennsylvania
4895. McCandless, Township of, Pennsylvania
4896. McKean, County of, Pennsylvania
4897. McKeesport, City of, Pennsylvania
4898. Meadville, City of, Pennsylvania
4899. Mercer, County of, Pennsylvania
4900. Middle Smithfield, Township of, Pennsylvania
4901. Middletown, Township of, Pennsylvania
4902. Mifflin, County of, Pennsylvania
4903. Milford, Township of, Pennsylvania
4904. Millcreek, Township of, Pennsylvania
4905. Monroe, County of, Pennsylvania
4906. Monroeville, Municipality of, Pennsylvania
4907. Montgomery, County of, Pennsylvania
4908. Montgomery, Township of, Pennsylvania
4909. Montour, County of, Pennsylvania
4910. Moon, Township of, Pennsylvania
4911. Mount Joy, Township of, Pennsylvania
4912. Mount Lebanon, Township of, Pennsylvania
4913. Mount Pleasant, Township of, Pennsylvania
4914. Muhlenberg, Township of, Pennsylvania
4915. Munhall, Borough of, Pennsylvania
4916. Murrysville, Municipality of, Pennsylvania
4917. Nanticoke, City of, Pennsylvania
4918. Nether Providence, Township of, Pennsylvania
4919. New Britain, Township of, Pennsylvania
4920. New Castle, City of, Pennsylvania
4921. New Garden, Township of, Pennsylvania
4922. New Hanover, Township of, Pennsylvania
4923. New Kensington, City of, Pennsylvania
4924. Newberry, Township of, Pennsylvania
4925. Newtown, Township of, Pennsylvania
4926. Norristown, Borough of, Pennsylvania
4927. North Fayette, Township of, Pennsylvania
4928. North Huntingdon, Township of, Pennsylvania
4929. North Lebanon, Township of, Pennsylvania
4930. North Middleton, Township of, Pennsylvania
4931. North Strabane, Township of, Pennsylvania
4932. North Union, Township of, Pennsylvania
4933. North Whitehall, Township of, Pennsylvania
4934. Northampton, County of, Pennsylvania
4935. Northampton, Township of, Pennsylvania
4936. Northumberland, County of, Pennsylvania
4937. Palmer, Township of, Pennsylvania
4938. Patton, Township of, Pennsylvania
4939. Penn Hills, Township of, Pennsylvania
4940. Penn, Township of, Pennsylvania
4941. Perry, County of, Pennsylvania
4942. Peters, Township of, Pennsylvania
FH11185097.1
4943. Philadelphia, City of/ County of, Pennsylvania
4944. Phoenixville, Borough of, Pennsylvania
4945. Pike, County of, Pennsylvania
4946. Pine, Township of, Pennsylvania
4947. Pittsburgh, City of, Pennsylvania
4948. Plum, Borough of, Pennsylvania
4949. Plumstead, Township of, Pennsylvania
4950. Plymouth, Township of, Pennsylvania
4951. Pocono, Township of, Pennsylvania
4952. Potter, County of, Pennsylvania
4953. Pottstown, Borough of, Pennsylvania
4954. Pottsville, City of, Pennsylvania
4955. Radnor, Township of, Pennsylvania
4956. Rapho, Township of, Pennsylvania
4957. Reading, City of, Pennsylvania
4958. Richland, Township of, Pennsylvania
4959. Ridley, Township of, Pennsylvania
4960. Robinson, Township of, Pennsylvania
4961. Ross, Township of, Pennsylvania
4962. Rostraver, Township of, Pennsylvania
4963. Salisbury, Township of, Pennsylvania
4964. Sandy, Township of, Pennsylvania
4965. Schuylkill, County of, Pennsylvania
4966. Scott, Township of, Pennsylvania
4967. Scranton, City of, Pennsylvania
4968. Shaler, Township of, Pennsylvania
4969. Sharon, City of, Pennsylvania
4970. Silver Spring, Township of, Pennsylvania
4971. Skippack, Township of, Pennsylvania
4972. Snyder, County of, Pennsylvania
4973. Somerset, County of, Pennsylvania
4974. Somerset, Township of, Pennsylvania
4975. South Fayette, Township of, Pennsylvania
4976. South Lebanon, Township of, Pennsylvania
4977. South Middleton, Township of, Pennsylvania
4978. South Park, Township of, Pennsylvania
4979. South Union, Township of, Pennsylvania
4980. South Whitehall, Township of, Pennsylvania
4981. Spring Garden, Township of, Pennsylvania
4982. Spring, Township of, Pennsylvania
4983. Springettsbury, Township of, Pennsylvania
4984. Springfield, Township of, Pennsylvania
4985. St. Marys, City of, Pennsylvania
4986. State College, Borough of, Pennsylvania
4987. Stroud, Township of, Pennsylvania
4988. Susquehanna, County of, Pennsylvania
4989. Susquehanna, Township of, Pennsylvania
4990. Swatara, Township of, Pennsylvania
4991. Tioga, County of, Pennsylvania
4992. Towamencin, Township of, Pennsylvania
4993. Tredyffrin, Township of, Pennsylvania
FH11185097.1
4994. Union, County of, Pennsylvania
4995. Unity, Township of, Pennsylvania
4996. Upper Allen, Township of, Pennsylvania
4997. Upper Chichester, Township of, Pennsylvania
4998. Upper Darby, Township of, Pennsylvania
4999. Upper Dublin, Township of, Pennsylvania
5000. Upper Gwynedd, Township of, Pennsylvania
5001. Upper Macungie, Township of, Pennsylvania
5002. Upper Merion, Township of, Pennsylvania
5003. Upper Moreland, Township of, Pennsylvania
5004. Upper Providence, Township of, Pennsylvania
5005. Upper Saucon, Township of, Pennsylvania
5006. Upper Southampton, Township of, Pennsylvania
5007. Upper St. Clair, Township of, Pennsylvania
5008. Upper Uwchlan, Township of, Pennsylvania
5009. Uwchlan, Township of, Pennsylvania
5010. Venango, County of, Pennsylvania
5011. Warminster, Township of, Pennsylvania
5012. Warren, County of, Pennsylvania
5013. Warrington, Township of, Pennsylvania
5014. Warwick, Township of, Pennsylvania
5015. Washington, City of, Pennsylvania
5016. Washington, County of, Pennsylvania
5017. Washington, Township of, Pennsylvania
5018. Wayne, County of, Pennsylvania
5019. Waynesboro, Borough of, Pennsylvania
5020. West Bradford, Township of, Pennsylvania
5021. West Chester, Borough of, Pennsylvania
5022. West Deer, Township of, Pennsylvania
5023. West Goshen, Township of, Pennsylvania
5024. West Hanover, Township of, Pennsylvania
5025. West Hempfield, Township of, Pennsylvania
5026. West Lampeter, Township of, Pennsylvania
5027. West Manchester, Township of, Pennsylvania
5028. West Mifflin, Borough of, Pennsylvania
5029. West Norriton, Township of, Pennsylvania
5030. West Whiteland, Township of, Pennsylvania
5031. Westmoreland, County of, Pennsylvania
5032. Westtown, Township of, Pennsylvania
5033. White, Township of, Pennsylvania
5034. Whitehall, Borough of, Pennsylvania
5035. Whitehall, Township of, Pennsylvania
5036. Whitemarsh, Township of, Pennsylvania
5037. Whitpain, Township of, Pennsylvania
5038. Wilkes-Barre, City of, Pennsylvania
5039. Wilkinsburg, Borough of, Pennsylvania
5040. Williamsport, City of, Pennsylvania
5041. Willistown, Township of, Pennsylvania
5042. Windsor, Township of, Pennsylvania
5043. Worcester, Township of, Pennsylvania
5044. Wyoming, County of, Pennsylvania
FH11185097.1
5045. Wyomissing, Borough of, Pennsylvania
5046. Yeadon, Borough of, Pennsylvania
5047. York, City of, Pennsylvania
5048. York, County of, Pennsylvania
5049. York, Township of, Pennsylvania
5050. Adjuntas, Municipality of, Puerto Rico
5051. Aguada, Municipality of, Puerto Rico
5052. Aguadilla, Municipality of, Puerto Rico
5053. Aguas Buenas, Municipality of, Puerto Rico
5054. Aibonito, Municipality of, Puerto Rico
5055. Añasco, Municipality of, Puerto Rico
5056. Arecibo, Municipality of, Puerto Rico
5057. Arroyo, Municipality of, Puerto Rico
5058. Barceloneta, Municipality of, Puerto Rico
5059. Barranquitas, Municipality of, Puerto Rico
5060. Bayamón, Municipality of, Puerto Rico
5061. Cabo Rojo, Municipality of, Puerto Rico
5062. Caguas, Municipality of, Puerto Rico
5063. Camuy, Municipality of, Puerto Rico
5064. Canóvanas, Municipality of, Puerto Rico
5065. Carolina, Municipality of, Puerto Rico
5066. Cataño, Municipality of, Puerto Rico
5067. Cayey, Municipality of, Puerto Rico
5068. Ceiba, Municipality of, Puerto Rico
5069. Ciales, Municipality of, Puerto Rico
5070. Cidra, Municipality of, Puerto Rico
5071. Coamo, Municipality of, Puerto Rico
5072. Comerío, Municipality of, Puerto Rico
5073. Corozal, Municipality of, Puerto Rico
5074. Dorado, Municipality of, Puerto Rico
5075. Fajardo, Municipality of, Puerto Rico
5076. Florida, Municipality of, Puerto Rico
5077. Guánica, Municipality of, Puerto Rico
5078. Guayama, Municipality of, Puerto Rico
5079. Guayanilla, Municipality of, Puerto Rico
5080. Guaynabo, Municipality of, Puerto Rico
5081. Gurabo, Municipality of, Puerto Rico
5082. Hatillo, Municipality of, Puerto Rico
5083. Hormigueros, Municipality of, Puerto Rico
5084. Humacao, Municipality of, Puerto Rico
5085. Isabela, Municipality of, Puerto Rico
5086. Jayuya, Municipality of, Puerto Rico
5087. Juana Díaz, Municipality of, Puerto Rico
5088. Juncos, Municipality of, Puerto Rico
5089. Lajas, Municipality of, Puerto Rico
5090. Lares, Municipality of, Puerto Rico
5091. Las Piedras, Municipality of, Puerto Rico
5092. Loíza, Municipality of, Puerto Rico
5093. Luquillo, Municipality of, Puerto Rico
5094. Manatí, Municipality of, Puerto Rico
5095. Maunabo, Municipality of, Puerto Rico
FH11185097.1
5096. Mayagüez, Municipality of, Puerto Rico
5097. Moca, Municipality of, Puerto Rico
5098. Morovis, Municipality of, Puerto Rico
5099. Naguabo, Municipality of, Puerto Rico
5100. Naranjito, Municipality of, Puerto Rico
5101. Orocovis, Municipality of, Puerto Rico
5102. Patillas, Municipality of, Puerto Rico
5103. Peñuelas, Municipality of, Puerto Rico
5104. Ponce, Municipality of, Puerto Rico
5105. Quebradillas, Municipality of, Puerto Rico
5106. Rincón, Municipality of, Puerto Rico
5107. Río Grande, Municipality of, Puerto Rico
5108. Sabana Grande, Municipality of, Puerto Rico
5109. Salinas, Municipality of, Puerto Rico
5110. San Germán, Municipality of, Puerto Rico
5111. San Juan, Municipality of, Puerto Rico
5112. San Lorenzo, Municipality of, Puerto Rico
5113. San Sebastián, Municipality of, Puerto Rico
5114. Santa Isabel, Municipality of, Puerto Rico
5115. Toa Alta, Municipality of, Puerto Rico
5116. Toa Baja, Municipality of, Puerto Rico
5117. Trujillo Alto, Municipality of, Puerto Rico
5118. Utuado, Municipality of, Puerto Rico
5119. Vega Alta, Municipality of, Puerto Rico
5120. Vega Baja, Municipality of, Puerto Rico
5121. Villalba, Municipality of, Puerto Rico
5122. Yabucoa, Municipality of, Puerto Rico
5123. Yauco, Municipality of, Puerto Rico
5124. Barrington, Town of, Rhode Island
5125. Bristol, Town of, Rhode Island
5126. Burrillville, Town of, Rhode Island
5127. Central Falls, City of, Rhode Island
5128. Coventry, Town of, Rhode Island
5129. Cranston, City of, Rhode Island
5130. Cumberland, Town of, Rhode Island
5131. East Greenwich, Town of, Rhode Island
5132. East Providence, City of, Rhode Island
5133. Glocester, Town of, Rhode Island
5134. Johnston, Town of, Rhode Island
5135. Lincoln, Town of, Rhode Island
5136. Middletown, Town of, Rhode Island
5137. Narragansett, Town of, Rhode Island
5138. Newport, City of, Rhode Island
5139. North Kingstown, Town of, Rhode Island
5140. North Providence, Town of, Rhode Island
5141. North Smithfield, Town of, Rhode Island
5142. Pawtucket, City of, Rhode Island
5143. Portsmouth, Town of, Rhode Island
5144. Providence, City of, Rhode Island
5145. Scituate, Town of, Rhode Island
5146. Smithfield, Town of, Rhode Island
FH11185097.1
5147. South Kingstown, Town of, Rhode Island
5148. Tiverton, Town of, Rhode Island
5149. Warren, Town of, Rhode Island
5150. Warwick, City of, Rhode Island
5151. West Warwick, Town of, Rhode Island
5152. Westerly, Town of, Rhode Island
5153. Woonsocket, City of, Rhode Island
5154. Abbeville, County of, South Carolina
5155. Aiken, City of, South Carolina
5156. Aiken, County of, South Carolina
5157. Anderson, City of, South Carolina
5158. Anderson, County of, South Carolina
5159. Bamberg, County of, South Carolina
5160. Barnwell, County of, South Carolina
5161. Beaufort, City of, South Carolina
5162. Beaufort, County of, South Carolina
5163. Berkeley, County of, South Carolina
5164. Bluffton, Town of, South Carolina
5165. Calhoun, County of, South Carolina
5166. Cayce, City of, South Carolina
5167. Charleston, City of, South Carolina
5168. Charleston, County of, South Carolina
5169. Cherokee, County of, South Carolina
5170. Chester, County of, South Carolina
5171. Chesterfield, County of, South Carolina
5172. Clarendon, County of, South Carolina
5173. Clemson, City of, South Carolina
5174. Colleton, County of, South Carolina
5175. Columbia, City of, South Carolina
5176. Conway, City of, South Carolina
5177. Darlington, County of, South Carolina
5178. Dillon, County of, South Carolina
5179. Dorchester, County of, South Carolina
5180. Easley, City of, South Carolina
5181. Edgefield, County of, South Carolina
5182. Fairfield, County of, South Carolina
5183. Florence, City of, South Carolina
5184. Florence, County of, South Carolina
5185. Forest Acres, City of, South Carolina
5186. Fort Mill, Town of, South Carolina
5187. Fountain Inn, City of, South Carolina
5188. Gaffney, City of, South Carolina
5189. Georgetown, County of, South Carolina
5190. Goose Creek, City of, South Carolina
5191. Greenville, City of, South Carolina
5192. Greenville, County of, South Carolina
5193. Greenwood, City of, South Carolina
5194. Greenwood, County of, South Carolina
5195. Greer, City of, South Carolina
5196. Hampton, County of, South Carolina
5197. Hanahan, City of, South Carolina
FH11185097.1
5198. Hilton Head Island, Town of, South Carolina
5199. Horry, County of, South Carolina
5200. Irmo, Town of, South Carolina
5201. James Island, Town of, South Carolina
5202. Jasper, County of, South Carolina
5203. Kershaw, County of, South Carolina
5204. Lancaster, County of, South Carolina
5205. Laurens, County of, South Carolina
5206. Lee, County of, South Carolina
5207. Lexington, County of, South Carolina
5208. Lexington, Town of, South Carolina
5209. Marion, County of, South Carolina
5210. Marlboro, County of, South Carolina
5211. Mauldin, City of, South Carolina
5212. Moncks Corner, Town of, South Carolina
5213. Mount Pleasant, Town of, South Carolina
5214. Myrtle Beach, City of, South Carolina
5215. Newberry, City of, South Carolina
5216. Newberry, County of, South Carolina
5217. North Augusta, City of, South Carolina
5218. North Charleston, City of, South Carolina
5219. North Myrtle Beach, City of, South Carolina
5220. Oconee, County of, South Carolina
5221. Orangeburg, City of, South Carolina
5222. Orangeburg, County of, South Carolina
5223. Pickens, County of, South Carolina
5224. Port Royal, Town of, South Carolina
5225. Richland, County of, South Carolina
5226. Rock Hill, City of, South Carolina
5227. Saluda, County of, South Carolina
5228. Simpsonville, City of, South Carolina
5229. Spartanburg, City of, South Carolina
5230. Spartanburg, County of, South Carolina
5231. Summerville, Town of, South Carolina
5232. Sumter, City of, South Carolina
5233. Sumter, County of, South Carolina
5234. Tega Cay, City of, South Carolina
5235. Union, County of, South Carolina
5236. West Columbia, City of, South Carolina
5237. Williamsburg, County of, South Carolina
5238. York, County of, South Carolina
5239. Aberdeen, City of, South Dakota
5240. Beadle, County of, South Dakota
5241. Box Elder, City of, South Dakota
5242. Brandon, City of, South Dakota
5243. Brookings, City of, South Dakota
5244. Brookings, County of, South Dakota
5245. Brown, County of, South Dakota
5246. Butte, County of, South Dakota
5247. Clay, County of, South Dakota
5248. Codington, County of, South Dakota
FH11185097.1
5249. Davison, County of, South Dakota
5250. Hughes, County of, South Dakota
5251. Huron, City of, South Dakota
5252. Lake, County of, South Dakota
5253. Lawrence, County of, South Dakota
5254. Lincoln, County of, South Dakota
5255. Meade, County of, South Dakota
5256. Minnehaha, County of, South Dakota
5257. Mitchell, City of, South Dakota
5258. Oglala Lakota, County of, South Dakota
5259. Pennington, County of, South Dakota
5260. Pierre, City of, South Dakota
5261. Rapid City, City of, South Dakota
5262. Roberts, County of, South Dakota
5263. Sioux Falls, City of, South Dakota
5264. Spearfish, City of, South Dakota
5265. Todd, County of, South Dakota
5266. Union, County of, South Dakota
5267. Vermillion, City of, South Dakota
5268. Watertown, City of, South Dakota
5269. Yankton, City of, South Dakota
5270. Yankton, County of, South Dakota
5271. Anderson, County of, Tennessee
5272. Arlington, Town of, Tennessee
5273. Athens, City of, Tennessee
5274. Bartlett, City of, Tennessee
5275. Bedford, County of, Tennessee
5276. Benton, County of, Tennessee
5277. Bledsoe, County of, Tennessee
5278. Blount, County of, Tennessee
5279. Bradley, County of, Tennessee
5280. Brentwood, City of, Tennessee
5281. Bristol, City of, Tennessee
5282. Campbell, County of, Tennessee
5283. Cannon, County of, Tennessee
5284. Carroll, County of, Tennessee
5285. Carter, County of, Tennessee
5286. Chattanooga, City of, Tennessee
5287. Cheatham, County of, Tennessee
5288. Chester, County of, Tennessee
5289. Claiborne, County of, Tennessee
5290. Clarksville, City of, Tennessee
5291. Cleveland, City of, Tennessee
5292. Clinton, City of, Tennessee
5293. Cocke, County of, Tennessee
5294. Coffee, County of, Tennessee
5295. Collegedale, City of, Tennessee
5296. Collierville, Town of, Tennessee
5297. Columbia, City of, Tennessee
5298. Cookeville, City of, Tennessee
5299. Crockett, County of, Tennessee
FH11185097.1
5300. Crossville, City of, Tennessee
5301. Cumberland, County of, Tennessee
5302. Decatur, County of, Tennessee
5303. DeKalb, County of, Tennessee
5304. Dickson, City of, Tennessee
5305. Dickson, County of, Tennessee
5306. Dyer, County of, Tennessee
5307. Dyersburg, City of, Tennessee
5308. East Ridge, City of, Tennessee
5309. Elizabethton, City of, Tennessee
5310. Farragut, Town of, Tennessee
5311. Fayette, County of, Tennessee
5312. Fentress, County of, Tennessee
5313. Franklin, City of, Tennessee
5314. Franklin, County of, Tennessee
5315. Gallatin, City of, Tennessee
5316. Germantown, City of, Tennessee
5317. Gibson, County of, Tennessee
5318. Giles, County of, Tennessee
5319. Goodlettsville, City of, Tennessee
5320. Grainger, County of, Tennessee
5321. Greene, County of, Tennessee
5322. Greeneville, Town of, Tennessee
5323. Grundy, County of, Tennessee
5324. Hamblen, County of, Tennessee
5325. Hamilton, County of, Tennessee
5326. Hardeman, County of, Tennessee
5327. Hardin, County of, Tennessee
5328. Hartsville/Trousdale, County of, Tennessee
5329. Hawkins, County of, Tennessee
5330. Haywood, County of, Tennessee
5331. Henderson, County of, Tennessee
5332. Hendersonville, City of, Tennessee
5333. Henry, County of, Tennessee
5334. Hickman, County of, Tennessee
5335. Humphreys, County of, Tennessee
5336. Jackson, City of, Tennessee
5337. Jackson, County of, Tennessee
5338. Jefferson, County of, Tennessee
5339. Johnson City, City of, Tennessee
5340. Johnson, County of, Tennessee
5341. Kingsport, City of, Tennessee
5342. Knox, County of, Tennessee
5343. Knoxville, City of, Tennessee
5344. La Vergne, City of, Tennessee
5345. Lakeland, City of, Tennessee
5346. Lauderdale, County of, Tennessee
5347. Lawrence, County of, Tennessee
5348. Lawrenceburg, City of, Tennessee
5349. Lebanon, City of, Tennessee
5350. Lewis, County of, Tennessee
FH11185097.1
5351. Lewisburg, City of, Tennessee
5352. Lincoln, County of, Tennessee
5353. Loudon, County of, Tennessee
5354. Macon, County of, Tennessee
5355. Madison, County of, Tennessee
5356. Manchester, City of, Tennessee
5357. Marion, County of, Tennessee
5358. Marshall, County of, Tennessee
5359. Martin, City of, Tennessee
5360. Maryville, City of, Tennessee
5361. Maury, County of, Tennessee
5362. McMinn, County of, Tennessee
5363. McMinnville, City of, Tennessee
5364. McNairy, County of, Tennessee
5365. Meigs, County of, Tennessee
5366. Memphis, City of, Tennessee
5367. Millington, City of, Tennessee
5368. Monroe, County of, Tennessee
5369. Montgomery, County of, Tennessee
5370. Morgan, County of, Tennessee
5371. Morristown, City of, Tennessee
5372. Mount Juliet, City of, Tennessee
5373. Murfreesboro, City of, Tennessee
5374. Nashville-Davidson, Metropolitan Government, Tennessee
5375. Nolensville, Town of, Tennessee
5376. Oak Ridge, City of, Tennessee
5377. Obion, County of, Tennessee
5378. Overton, County of, Tennessee
5379. Paris, City of, Tennessee
5380. Polk, County of, Tennessee
5381. Portland, City of, Tennessee
5382. Putnam, County of, Tennessee
5383. Red Bank, City of, Tennessee
5384. Rhea, County of, Tennessee
5385. Roane, County of, Tennessee
5386. Robertson, County of, Tennessee
5387. Rutherford, County of, Tennessee
5388. Scott, County of, Tennessee
5389. Sequatchie, County of, Tennessee
5390. Sevier, County of, Tennessee
5391. Sevierville, City of, Tennessee
5392. Shelby, County of, Tennessee
5393. Shelbyville, City of, Tennessee
5394. Smith, County of, Tennessee
5395. Smyrna, Town of, Tennessee
5396. Soddy-Daisy, City of, Tennessee
5397. Spring Hill, City of, Tennessee
5398. Springfield, City of, Tennessee
5399. Stewart, County of, Tennessee
5400. Sullivan, County of, Tennessee
5401. Sumner, County of, Tennessee
FH11185097.1
5402. Tipton, County of, Tennessee
5403. Tullahoma, City of, Tennessee
5404. Unicoi, County of, Tennessee
5405. Union City, City of, Tennessee
5406. Union, County of, Tennessee
5407. Warren, County of, Tennessee
5408. Washington, County of, Tennessee
5409. Wayne, County of, Tennessee
5410. Weakley, County of, Tennessee
5411. White, County of, Tennessee
5412. White House, City of, Tennessee
5413. Williamson, County of, Tennessee
5414. Wilson, County of, Tennessee
5415. Abilene, City of, Texas
5416. Addison, Town of, Texas
5417. Alamo, City of, Texas
5418. Alice, City of, Texas
5419. Allen, City of, Texas
5420. Alton, City of, Texas
5421. Alvin, City of, Texas
5422. Amarillo, City of, Texas
5423. Anderson, County of, Texas
5424. Andrews, City of, Texas
5425. Andrews, County of, Texas
5426. Angelina, County of, Texas
5427. Angleton, City of, Texas
5428. Anna, City of, Texas
5429. Aransas, County of, Texas
5430. Arlington, City of, Texas
5431. Atascosa, County of, Texas
5432. Athens, City of, Texas
5433. Austin, City of, Texas
5434. Austin, County of, Texas
5435. Azle, City of, Texas
5436. Balch Springs, City of, Texas
5437. Bandera, County of, Texas
5438. Bastrop, County of, Texas
5439. Bay City, City of, Texas
5440. Baytown, City of, Texas
5441. Beaumont, City of, Texas
5442. Bedford, City of, Texas
5443. Bee, County of, Texas
5444. Beeville, City of, Texas
5445. Bell, County of, Texas
5446. Bellaire, City of, Texas
5447. Bellmead, City of, Texas
5448. Belton, City of, Texas
5449. Benbrook, City of, Texas
5450. Bexar, County of, Texas
5451. Big Spring, City of, Texas
5452. Blanco, County of, Texas
FH11185097.1
5453. Boerne, City of, Texas
5454. Bonham, City of, Texas
5455. Borger, City of, Texas
5456. Bosque, County of, Texas
5457. Bowie, County of, Texas
5458. Brazoria, County of, Texas
5459. Brazos, County of, Texas
5460. Brenham, City of, Texas
5461. Brown, County of, Texas
5462. Brownsville, City of, Texas
5463. Brownwood, City of, Texas
5464. Bryan, City of, Texas
5465. Buda, City of, Texas
5466. Burkburnett, City of, Texas
5467. Burleson, City of, Texas
5468. Burleson, County of, Texas
5469. Burnet, County of, Texas
5470. Caldwell, County of, Texas
5471. Calhoun, County of, Texas
5472. Callahan, County of, Texas
5473. Cameron, County of, Texas
5474. Camp, County of, Texas
5475. Canyon, City of, Texas
5476. Carrollton, City of, Texas
5477. Cass, County of, Texas
5478. Cedar Hill, City of, Texas
5479. Cedar Park, City of, Texas
5480. Celina, City of, Texas
5481. Chambers, County of, Texas
5482. Cherokee, County of, Texas
5483. Cibolo, City of, Texas
5484. Clay, County of, Texas
5485. Cleburne, City of, Texas
5486. Clute, City of, Texas
5487. College Station, City of, Texas
5488. Colleyville, City of, Texas
5489. Collin, County of, Texas
5490. Colorado, County of, Texas
5491. Comal, County of, Texas
5492. Comanche, County of, Texas
5493. Conroe, City of, Texas
5494. Converse, City of, Texas
5495. Cooke, County of, Texas
5496. Coppell, City of, Texas
5497. Copperas Cove, City of, Texas
5498. Corinth, City of, Texas
5499. Corpus Christi, City of, Texas
5500. Corsicana, City of, Texas
5501. Coryell, County of, Texas
5502. Crowley, City of, Texas
5503. Dallas, City of, Texas
FH11185097.1
5504. Dallas, County of, Texas
5505. Dawson, County of, Texas
5506. Deaf Smith, County of, Texas
5507. Deer Park, City of, Texas
5508. Del Rio, City of, Texas
5509. Denison, City of, Texas
5510. Denton, City of, Texas
5511. Denton, County of, Texas
5512. DeSoto, City of, Texas
5513. DeWitt, County of, Texas
5514. Dickinson, City of, Texas
5515. Dimmit, County of, Texas
5516. Donna, City of, Texas
5517. Dumas, City of, Texas
5518. Duncanville, City of, Texas
5519. Duval, County of, Texas
5520. Eagle Pass, City of, Texas
5521. Eastland, County of, Texas
5522. Ector, County of, Texas
5523. Edinburg, City of, Texas
5524. El Campo, City of, Texas
5525. El Paso, City of, Texas
5526. El Paso, County of, Texas
5527. Elgin, City of, Texas
5528. Ellis, County of, Texas
5529. Ennis, City of, Texas
5530. Erath, County of, Texas
5531. Euless, City of, Texas
5532. Fair Oaks Ranch, City of, Texas
5533. Falls, County of, Texas
5534. Fannin, County of, Texas
5535. Farmers Branch, City of, Texas
5536. Fate, City of, Texas
5537. Fayette, County of, Texas
5538. Flower Mound, Town of, Texas
5539. Forest Hill, City of, Texas
5540. Forney, City of, Texas
5541. Fort Bend, County of, Texas
5542. Fort Worth, City of, Texas
5543. Franklin, County of, Texas
5544. Fredericksburg, City of, Texas
5545. Freeport, City of, Texas
5546. Freestone, County of, Texas
5547. Friendswood, City of, Texas
5548. Frio, County of, Texas
5549. Frisco, City of, Texas
5550. Fulshear, City of, Texas
5551. Gaines, County of, Texas
5552. Gainesville, City of, Texas
5553. Galena Park, City of, Texas
5554. Galveston, City of, Texas
FH11185097.1
5555. Galveston, County of, Texas
5556. Garland, City of, Texas
5557. Gatesville, City of, Texas
5558. Georgetown, City of, Texas
5559. Gillespie, County of, Texas
5560. Glenn Heights, City of, Texas
5561. Gonzales, County of, Texas
5562. Granbury, City of, Texas
5563. Grand Prairie, City of, Texas
5564. Grapevine, City of, Texas
5565. Gray, County of, Texas
5566. Grayson, County of, Texas
5567. Greenville, City of, Texas
5568. Gregg, County of, Texas
5569. Grimes, County of, Texas
5570. Groves, City of, Texas
5571. Guadalupe, County of, Texas
5572. Hale, County of, Texas
5573. Haltom City, City of, Texas
5574. Hardin, County of, Texas
5575. Harker Heights, City of, Texas
5576. Harlingen, City of, Texas
5577. Harris, County of, Texas
5578. Harrison, County of, Texas
5579. Hays, County of, Texas
5580. Henderson, City of, Texas
5581. Henderson, County of, Texas
5582. Hereford, City of, Texas
5583. Hewitt, City of, Texas
5584. Hidalgo, City of, Texas
5585. Hidalgo, County of, Texas
5586. Highland, Village of, City of, Texas
5587. Hill, County of, Texas
5588. Hockley, County of, Texas
5589. Hood, County of, Texas
5590. Hopkins, County of, Texas
5591. Horizon City, City of, Texas
5592. Houston, City of, Texas
5593. Houston, County of, Texas
5594. Howard, County of, Texas
5595. Humble, City of, Texas
5596. Hunt, County of, Texas
5597. Huntsville, City of, Texas
5598. Hurst, City of, Texas
5599. Hutchinson, County of, Texas
5600. Hutto, City of, Texas
5601. Ingleside, City of, Texas
5602. Irving, City of, Texas
5603. Jacinto City, City of, Texas
5604. Jackson, County of, Texas
5605. Jacksonville, City of, Texas
FH11185097.1
5606. Jasper, County of, Texas
5607. Jefferson, County of, Texas
5608. Jim Wells, County of, Texas
5609. Johnson, County of, Texas
5610. Jones, County of, Texas
5611. Karnes, County of, Texas
5612. Katy, City of, Texas
5613. Kaufman, County of, Texas
5614. Keller, City of, Texas
5615. Kendall, County of, Texas
5616. Kerr, County of, Texas
5617. Kerrville, City of, Texas
5618. Kilgore, City of, Texas
5619. Killeen, City of, Texas
5620. Kingsville, City of, Texas
5621. Kleberg, County of, Texas
5622. Kyle, City of, Texas
5623. La Marque, City of, Texas
5624. La Porte, City of, Texas
5625. Lake Jackson, City of, Texas
5626. Lakeway, City of, Texas
5627. Lamar, County of, Texas
5628. Lamb, County of, Texas
5629. Lampasas, County of, Texas
5630. Lancaster, City of, Texas
5631. Laredo, City of, Texas
5632. Lavaca, County of, Texas
5633. League City, City of, Texas
5634. Leander, City of, Texas
5635. Lee, County of, Texas
5636. Leon, County of, Texas
5637. Leon Valley, City of, Texas
5638. Levelland, City of, Texas
5639. Lewisville, City of, Texas
5640. Liberty, County of, Texas
5641. Limestone, County of, Texas
5642. Little Elm, City of, Texas
5643. Live Oak, City of, Texas
5644. Live Oak, County of, Texas
5645. Llano, County of, Texas
5646. Lockhart, City of, Texas
5647. Longview, City of, Texas
5648. Lubbock, City of, Texas
5649. Lubbock, County of, Texas
5650. Lufkin, City of, Texas
5651. Lumberton, City of, Texas
5652. Madison, County of, Texas
5653. Manor, City of, Texas
5654. Mansfield, City of, Texas
5655. Manvel, City of, Texas
5656. Marshall, City of, Texas
FH11185097.1
5657. Matagorda, County of, Texas
5658. Maverick, County of, Texas
5659. McAllen, City of, Texas
5660. McKinney, City of, Texas
5661. McLennan, County of, Texas
5662. Medina, County of, Texas
5663. Melissa, City of, Texas
5664. Mercedes, City of, Texas
5665. Mesquite, City of, Texas
5666. Midland, City of, Texas
5667. Midland, County of, Texas
5668. Midlothian, City of, Texas
5669. Milam, County of, Texas
5670. Mineral Wells, City of, Texas
5671. Mission, City of, Texas
5672. Missouri City, City of, Texas
5673. Montague, County of, Texas
5674. Montgomery, County of, Texas
5675. Moore, County of, Texas
5676. Morris, County of, Texas
5677. Mount Pleasant, City of, Texas
5678. Murphy, City of, Texas
5679. Nacogdoches, City of, Texas
5680. Nacogdoches, County of, Texas
5681. Navarro, County of, Texas
5682. Nederland, City of, Texas
5683. New Braunfels, City of, Texas
5684. Newton, County of, Texas
5685. Nolan, County of, Texas
5686. North Richland Hills, City of, Texas
5687. Nueces, County of, Texas
5688. Odessa, City of, Texas
5689. Orange, City of, Texas
5690. Orange, County of, Texas
5691. Palestine, City of, Texas
5692. Palo Pinto, County of, Texas
5693. Pampa, City of, Texas
5694. Panola, County of, Texas
5695. Paris, City of, Texas
5696. Parker, County of, Texas
5697. Pasadena, City of, Texas
5698. Pearland, City of, Texas
5699. Pearsall, City of, Texas
5700. Pecos, City of, Texas
5701. Pecos, County of, Texas
5702. Pflugerville, City of, Texas
5703. Pharr, City of, Texas
5704. Plainview, City of, Texas
5705. Plano, City of, Texas
5706. Pleasanton, City of, Texas
5707. Polk, County of, Texas
FH11185097.1
5708. Port Arthur, City of, Texas
5709. Port Lavaca, City of, Texas
5710. Port Neches, City of, Texas
5711. Portland, City of, Texas
5712. Potter, County of, Texas
5713. Princeton, City of, Texas
5714. Prosper, Town of, Texas
5715. Rains, County of, Texas
5716. Randall, County of, Texas
5717. Raymondville, City of, Texas
5718. Red Oak, City of, Texas
5719. Red River, County of, Texas
5720. Reeves, County of, Texas
5721. Richardson, City of, Texas
5722. Richmond, City of, Texas
5723. Rio Grande City, City of, Texas
5724. Robertson, County of, Texas
5725. Robinson, City of, Texas
5726. Robstown, City of, Texas
5727. Rockport, City of, Texas
5728. Rockwall, City of, Texas
5729. Rockwall, County of, Texas
5730. Roma, City of, Texas
5731. Rosenberg, City of, Texas
5732. Round Rock, City of, Texas
5733. Rowlett, City of, Texas
5734. Royse City, City of, Texas
5735. Runnels, County of, Texas
5736. Rusk, County of, Texas
5737. Sabine, County of, Texas
5738. Sachse, City of, Texas
5739. Saginaw, City of, Texas
5740. San Angelo, City of, Texas
5741. San Antonio, City of, Texas
5742. San Benito, City of, Texas
5743. San Jacinto, County of, Texas
5744. San Juan, City of, Texas
5745. San Marcos, City of, Texas
5746. San Patricio, County of, Texas
5747. Santa Fe, City of, Texas
5748. Schertz, City of, Texas
5749. Scurry, County of, Texas
5750. Seabrook, City of, Texas
5751. Seagoville, City of, Texas
5752. Seguin, City of, Texas
5753. Selma, City of, Texas
5754. Shelby, County of, Texas
5755. Sherman, City of, Texas
5756. Smith, County of, Texas
5757. Snyder, City of, Texas
5758. Socorro, City of, Texas
FH11185097.1
5759. South Houston, City of, Texas
5760. Southlake, City of, Texas
5761. Stafford, City of, Texas
5762. Starr, County of, Texas
5763. Stephenville, City of, Texas
5764. Sugar Land, City of, Texas
5765. Sulphur Springs, City of, Texas
5766. Sweetwater, City of, Texas
5767. Tarrant, County of, Texas
5768. Taylor, City of, Texas
5769. Taylor, County of, Texas
5770. Temple, City of, Texas
5771. Terrell, City of, Texas
5772. Terry, County of, Texas
5773. Texarkana, City of, Texas
5774. Texas City, City of, Texas
5775. The Colony, City of, Texas
5776. Titus, County of, Texas
5777. Tom Green, County of, Texas
5778. Tomball, City of, Texas
5779. Travis, County of, Texas
5780. Trinity, County of, Texas
5781. Trophy Club, Town of, Texas
5782. Tyler, City of, Texas
5783. Tyler, County of, Texas
5784. Universal City, City of, Texas
5785. University Park, City of, Texas
5786. Upshur, County of, Texas
5787. Uvalde, City of, Texas
5788. Uvalde, County of, Texas
5789. Val Verde, County of, Texas
5790. Van Zandt, County of, Texas
5791. Vernon, City of, Texas
5792. Victoria, City of, Texas
5793. Victoria, County of, Texas
5794. Vidor, City of, Texas
5795. Waco, City of, Texas
5796. Walker, County of, Texas
5797. Waller, County of, Texas
5798. Ward, County of, Texas
5799. Washington, County of, Texas
5800. Watauga, City of, Texas
5801. Waxahachie, City of, Texas
5802. Weatherford, City of, Texas
5803. Webb, County of, Texas
5804. Webster, City of, Texas
5805. Weslaco, City of, Texas
5806. West University Place, City of, Texas
5807. Wharton, County of, Texas
5808. White Settlement, City of, Texas
5809. Wichita, County of, Texas
FH11185097.1
5810. Wichita Falls, City of, Texas
5811. Wilbarger, County of, Texas
5812. Willacy, County of, Texas
5813. Williamson, County of, Texas
5814. Wilson, County of, Texas
5815. Wise, County of, Texas
5816. Wood, County of, Texas
5817. Wylie, City of, Texas
5818. Young, County of, Texas
5819. Zapata, County of, Texas
5820. Zavala, County of, Texas
5821. Alpine, City of, Utah
5822. American Fork, City of, Utah
5823. Bluffdale, City of, Utah
5824. Bountiful, City of, Utah
5825. Box Elder, County of, Utah
5826. Brigham City, City of, Utah
5827. Cache, County of, Utah
5828. Carbon, County of, Utah
5829. Cedar City, City of, Utah
5830. Cedar Hills, City of, Utah
5831. Centerville, City of, Utah
5832. Clearfield, City of, Utah
5833. Clinton, City of, Utah
5834. Cottonwood Heights, City of, Utah
5835. Davis, County of, Utah
5836. Draper, City of, Utah
5837. Duchesne, County of, Utah
5838. Eagle Mountain, City of, Utah
5839. Emery, County of, Utah
5840. Farmington, City of, Utah
5841. Grantsville, City of, Utah
5842. Heber, City of, Utah
5843. Herriman, City of, Utah
5844. Highland, City of, Utah
5845. Holladay, City of, Utah
5846. Hurricane, City of, Utah
5847. Iron, County of, Utah
5848. Juab, County of, Utah
5849. Kaysville, City of, Utah
5850. Kearns metro, Township of, Utah
5851. Layton, City of, Utah
5852. Lehi, City of, Utah
5853. Lindon, City of, Utah
5854. Logan, City of, Utah
5855. Magna metro, Township of, Utah
5856. Mapleton, City of, Utah
5857. Midvale, City of, Utah
5858. Millard, County of, Utah
5859. Millcreek, City of, Utah
5860. Morgan, County of, Utah
FH11185097.1
5861. Murray, City of, Utah
5862. North Logan, City of, Utah
5863. North Ogden, City of, Utah
5864. North Salt Lake, City of, Utah
5865. Ogden, City of, Utah
5866. Orem, City of, Utah
5867. Payson, City of, Utah
5868. Pleasant Grove, City of, Utah
5869. Pleasant View, City of, Utah
5870. Provo, City of, Utah
5871. Riverton, City of, Utah
5872. Roy, City of, Utah
5873. Salt Lake City, City of, Utah
5874. Salt Lake, County of, Utah
5875. San Juan, County of, Utah
5876. Sandy, City of, Utah
5877. Sanpete, County of, Utah
5878. Santaquin, City of, Utah
5879. Saratoga Springs, City of, Utah
5880. Sevier, County of, Utah
5881. Smithfield, City of, Utah
5882. South Jordan, City of, Utah
5883. South Ogden, City of, Utah
5884. South Salt Lake, City of, Utah
5885. Spanish Fork, City of, Utah
5886. Springville, City of, Utah
5887. St. George, City of, Utah
5888. Summit, County of, Utah
5889. Syracuse, City of, Utah
5890. Taylorsville, City of, Utah
5891. Tooele, City of, Utah
5892. Tooele, County of, Utah
5893. Uintah, County of, Utah
5894. Utah, County of, Utah
5895. Vernal, City of, Utah
5896. Vineyard, Town of, Utah
5897. Wasatch, County of, Utah
5898. Washington, City of, Utah
5899. Washington, County of, Utah
5900. Weber, County of, Utah
5901. West Haven, City of, Utah
5902. West Jordan, City of, Utah
5903. West Point, City of, Utah
5904. West Valley City, City of, Utah
5905. Woods Cross, City of, Utah
5906. Addison, County of, Vermont
5907. Bennington, County of, Vermont
5908. Bennington, Town of, Vermont
5909. Brattleboro, Town of, Vermont
5910. Burlington, City of, Vermont
5911. Caledonia, County of, Vermont
FH11185097.1
5912. Chittenden, County of, Vermont
5913. Colchester, Town of, Vermont
5914. Essex Junction, Village of, Vermont
5915. Essex, Town of, Vermont
5916. Franklin, County of, Vermont
5917. Lamoille, County of, Vermont
5918. Milton, Town of, Vermont
5919. Orange, County of, Vermont
5920. Orleans, County of, Vermont
5921. Rutland, City of, Vermont
5922. Rutland, County of, Vermont
5923. South Burlington, City of, Vermont
5924. Washington, County of, Vermont
5925. Williston, Town of, Vermont
5926. Windham, County of, Vermont
5927. Windsor, County of, Vermont
5928. Accomack, County of, Virginia
5929. Albemarle, County of, Virginia
5930. Alexandria, City of, Virginia
5931. Alleghany, County of, Virginia
5932. Amelia, County of, Virginia
5933. Amherst, County of, Virginia
5934. Appomattox, County of, Virginia
5935. Arlington, County of, Virginia
5936. Augusta, County of, Virginia
5937. Bedford, County of, Virginia
5938. Blacksburg, Town of, Virginia
5939. Botetourt, County of, Virginia
5940. Bristol, City of, Virginia
5941. Brunswick, County of, Virginia
5942. Buchanan, County of, Virginia
5943. Buckingham, County of, Virginia
5944. Campbell, County of, Virginia
5945. Caroline, County of, Virginia
5946. Carroll, County of, Virginia
5947. Charlotte, County of, Virginia
5948. Charlottesville, City of, Virginia
5949. Chesapeake, City of, Virginia
5950. Chesterfield, County of, Virginia
5951. Christiansburg, Town of, Virginia
5952. Clarke, County of, Virginia
5953. Colonial Heights, City of, Virginia
5954. Culpeper, County of, Virginia
5955. Culpeper, Town of, Virginia
5956. Danville, City of, Virginia
5957. Dickenson, County of, Virginia
5958. Dinwiddie, County of, Virginia
5959. Essex, County of, Virginia
5960. Fairfax, City of, Virginia
5961. Fairfax, County of, Virginia
5962. Falls Church, City of, Virginia
FH11185097.1
5963. Fauquier, County of, Virginia
5964. Floyd, County of, Virginia
5965. Fluvanna, County of, Virginia
5966. Franklin, County of, Virginia
5967. Frederick, County of, Virginia
5968. Fredericksburg, City of, Virginia
5969. Front Royal, Town of, Virginia
5970. Giles, County of, Virginia
5971. Gloucester, County of, Virginia
5972. Goochland, County of, Virginia
5973. Grayson, County of, Virginia
5974. Greene, County of, Virginia
5975. Greensville, County of, Virginia
5976. Halifax, County of, Virginia
5977. Hampton, City of, Virginia
5978. Hanover, County of, Virginia
5979. Harrisonburg, City of, Virginia
5980. Henrico, County of, Virginia
5981. Henry, County of, Virginia
5982. Herndon, Town of, Virginia
5983. Hopewell, City of, Virginia
5984. Isle of Wight, County of, Virginia
5985. James City, County of, Virginia
5986. King George, County of, Virginia
5987. King William, County of, Virginia
5988. Lancaster, County of, Virginia
5989. Lee, County of, Virginia
5990. Leesburg, Town of, Virginia
5991. Loudoun, County of, Virginia
5992. Louisa, County of, Virginia
5993. Lunenburg, County of, Virginia
5994. Lynchburg, City of, Virginia
5995. Madison, County of, Virginia
5996. Manassas, City of, Virginia
5997. Manassas Park, City of, Virginia
5998. Martinsville, City of, Virginia
5999. Mecklenburg, County of, Virginia
6000. Middlesex, County of, Virginia
6001. Montgomery, County of, Virginia
6002. Nelson, County of, Virginia
6003. New Kent, County of, Virginia
6004. Newport News, City of, Virginia
6005. Norfolk, City of, Virginia
6006. Northampton, County of, Virginia
6007. Northumberland, County of, Virginia
6008. Nottoway, County of, Virginia
6009. Orange, County of, Virginia
6010. Page, County of, Virginia
6011. Patrick, County of, Virginia
6012. Petersburg, City of, Virginia
6013. Pittsylvania, County of, Virginia
FH11185097.1
6014. Poquoson, City of, Virginia
6015. Portsmouth, City of, Virginia
6016. Powhatan, County of, Virginia
6017. Prince Edward, County of, Virginia
6018. Prince George, County of, Virginia
6019. Prince William, County of, Virginia
6020. Pulaski, County of, Virginia
6021. Purcellville, Town of, Virginia
6022. Radford, City of, Virginia
6023. Richmond, City of, Virginia
6024. Roanoke, City of, Virginia
6025. Roanoke, County of, Virginia
6026. Rockbridge, County of, Virginia
6027. Rockingham, County of, Virginia
6028. Russell, County of, Virginia
6029. Salem, City of, Virginia
6030. Scott, County of, Virginia
6031. Shenandoah, County of, Virginia
6032. Smyth, County of, Virginia
6033. Southampton, County of, Virginia
6034. Spotsylvania, County of, Virginia
6035. Stafford, County of, Virginia
6036. Staunton, City of, Virginia
6037. Suffolk, City of, Virginia
6038. Sussex, County of, Virginia
6039. Tazewell, County of, Virginia
6040. Vienna, Town of, Virginia
6041. Virginia Beach, City of, Virginia
6042. Warren, County of, Virginia
6043. Warrenton, Town of, Virginia
6044. Washington, County of, Virginia
6045. Waynesboro, City of, Virginia
6046. Westmoreland, County of, Virginia
6047. Williamsburg, City of, Virginia
6048. Winchester, City of, Virginia
6049. Wise, County of, Virginia
6050. Wythe, County of, Virginia
6051. York, County of, Virginia
6052. Aberdeen, City of, Washington
6053. Adams, County of, Washington
6054. Anacortes, City of, Washington
6055. Arlington, City of, Washington
6056. Asotin, County of, Washington
6057. Auburn, City of, Washington
6058. Bainbridge Island, City of, Washington
6059. Battle Ground, City of, Washington
6060. Bellevue, City of, Washington
6061. Bellingham, City of, Washington
6062. Benton, County of, Washington
6063. Bonney Lake, City of, Washington
6064. Bothell, City of, Washington
FH11185097.1
6065. Bremerton, City of, Washington
6066. Burien, City of, Washington
6067. Camas, City of, Washington
6068. Centralia, City of, Washington
6069. Chelan, County of, Washington
6070. Cheney, City of, Washington
6071. Clallam, County of, Washington
6072. Clark, County of, Washington
6073. Covington, City of, Washington
6074. Cowlitz, County of, Washington
6075. Des Moines, City of, Washington
6076. Douglas, County of, Washington
6077. East Wenatchee, City of, Washington
6078. Edgewood, City of, Washington
6079. Edmonds, City of, Washington
6080. Ellensburg, City of, Washington
6081. Enumclaw, City of, Washington
6082. Everett, City of, Washington
6083. Federal Way, City of, Washington
6084. Ferndale, City of, Washington
6085. Fife, City of, Washington
6086. Franklin, County of, Washington
6087. Gig Harbor, City of, Washington
6088. Grandview, City of, Washington
6089. Grant, County of, Washington
6090. Grays Harbor, County of, Washington
6091. Island, County of, Washington
6092. Issaquah, City of, Washington
6093. Jefferson, County of, Washington
6094. Kelso, City of, Washington
6095. Kenmore, City of, Washington
6096. Kennewick, City of, Washington
6097. Kent, City of, Washington
6098. King, County of, Washington
6099. Kirkland, City of, Washington
6100. Kitsap, County of, Washington
6101. Kittitas, County of, Washington
6102. Klickitat, County of, Washington
6103. Lacey, City of, Washington
6104. Lake Forest Park, City of, Washington
6105. Lake Stevens, City of, Washington
6106. Lakewood, City of, Washington
6107. Lewis, County of, Washington
6108. Liberty Lake, City of, Washington
6109. Lincoln, County of, Washington
6110. Longview, City of, Washington
6111. Lynden, City of, Washington
6112. Lynnwood, City of, Washington
6113. Maple Valley, City of, Washington
6114. Marysville, City of, Washington
6115. Mason, County of, Washington
FH11185097.1
6116. Mercer Island, City of, Washington
6117. Mill Creek, City of, Washington
6118. Monroe, City of, Washington
6119. Moses Lake, City of, Washington
6120. Mount Vernon, City of, Washington
6121. Mountlake Terrace, City of, Washington
6122. Mukilteo, City of, Washington
6123. Newcastle, City of, Washington
6124. Oak Harbor, City of, Washington
6125. Okanogan, County of, Washington
6126. Olympia, City of, Washington
6127. Pacific, County of, Washington
6128. Pasco, City of, Washington
6129. Pend Oreille, County of, Washington
6130. Pierce, County of, Washington
6131. Port Angeles, City of, Washington
6132. Port Orchard, City of, Washington
6133. Poulsbo, City of, Washington
6134. Pullman, City of, Washington
6135. Puyallup, City of, Washington
6136. Redmond, City of, Washington
6137. Renton, City of, Washington
6138. Richland, City of, Washington
6139. Sammamish, City of, Washington
6140. San Juan, County of, Washington
6141. SeaTac, City of, Washington
6142. Seattle, City of, Washington
6143. Sedro-Woolley, City of, Washington
6144. Shelton, City of, Washington
6145. Shoreline, City of, Washington
6146. Skagit, County of, Washington
6147. Skamania, County of, Washington
6148. Snohomish, City of, Washington
6149. Snohomish, County of, Washington
6150. Snoqualmie, City of, Washington
6151. Spokane, City of, Washington
6152. Spokane, County of, Washington
6153. Spokane Valley, City of, Washington
6154. Stevens, County of, Washington
6155. Sumner, City of, Washington
6156. Sunnyside, City of, Washington
6157. Tacoma, City of, Washington
6158. Thurston, County of, Washington
6159. Tukwila, City of, Washington
6160. Tumwater, City of, Washington
6161. University Place, City of, Washington
6162. Vancouver, City of, Washington
6163. Walla Walla, City of, Washington
6164. Walla Walla, County of, Washington
6165. Washougal, City of, Washington
6166. Wenatchee, City of, Washington
FH11185097.1
6167. West Richland, City of, Washington
6168. Whatcom, County of, Washington
6169. Whitman, County of, Washington
6170. Woodinville, City of, Washington
6171. Yakima, City of, Washington
6172. Yakima, County of, Washington
6173. Adams, County of, Wisconsin
6174. Allouez, Village of, Wisconsin
6175. Appleton, City of, Wisconsin
6176. Ashland, County of, Wisconsin
6177. Ashwaubenon, Village of, Wisconsin
6178. Baraboo, City of, Wisconsin
6179. Barron, County of, Wisconsin
6180. Bayfield, County of, Wisconsin
6181. Beaver Dam, City of, Wisconsin
6182. Bellevue, Village of, Wisconsin
6183. Beloit, City of, Wisconsin
6184. Brookfield, City of, Wisconsin
6185. Brown, County of, Wisconsin
6186. Brown Deer, Village of, Wisconsin
6187. Buffalo, County of, Wisconsin
6188. Burlington, City of, Wisconsin
6189. Burnett, County of, Wisconsin
6190. Caledonia, Village of, Wisconsin
6191. Calumet, County of, Wisconsin
6192. Cedarburg, City of, Wisconsin
6193. Chippewa, County of, Wisconsin
6194. Chippewa Falls, City of, Wisconsin
6195. Clark, County of, Wisconsin
6196. Columbia, County of, Wisconsin
6197. Crawford, County of, Wisconsin
6198. Cudahy, City of, Wisconsin
6199. Dane, County of, Wisconsin
6200. De Pere, City of, Wisconsin
6201. DeForest, Village of, Wisconsin
6202. Dodge, County of, Wisconsin
6203. Door, County of, Wisconsin
6204. Douglas, County of, Wisconsin
6205. Dunn, County of, Wisconsin
6206. Eau Claire, City of, Wisconsin
6207. Eau Claire, County of, Wisconsin
6208. Elkhorn, City of, Wisconsin
6209. Fitchburg, City of, Wisconsin
6210. Fond du Lac, City of, Wisconsin
6211. Fond du Lac, County of, Wisconsin
6212. Fort Atkinson, City of, Wisconsin
6213. Fox Crossing, Village of, Wisconsin
6214. Franklin, City of, Wisconsin
6215. Germantown, Village of, Wisconsin
6216. Glendale, City of, Wisconsin
6217. Grafton, Village of, Wisconsin
FH11185097.1
6218. Grand Chute, Town of, Wisconsin
6219. Grant, County of, Wisconsin
6220. Green Bay, City of, Wisconsin
6221. Green, County of, Wisconsin
6222. Green Lake, County of, Wisconsin
6223. Greendale, Village of, Wisconsin
6224. Greenfield, City of, Wisconsin
6225. Greenville, Town of, Wisconsin
6226. Harrison, Village of, Wisconsin
6227. Hartford, City of, Wisconsin
6228. Hobart, Village of, Wisconsin
6229. Holmen, Village of, Wisconsin
6230. Howard, Village of, Wisconsin
6231. Hudson, City of, Wisconsin
6232. Iowa, County of, Wisconsin
6233. Jackson, County of, Wisconsin
6234. Janesville, City of, Wisconsin
6235. Jefferson, County of, Wisconsin
6236. Juneau, County of, Wisconsin
6237. Kaukauna, City of, Wisconsin
6238. Kenosha, City of, Wisconsin
6239. Kenosha, County of, Wisconsin
6240. Kewaunee, County of, Wisconsin
6241. La Crosse, City of, Wisconsin
6242. La Crosse, County of, Wisconsin
6243. Lafayette, County of, Wisconsin
6244. Langlade, County of, Wisconsin
6245. Lincoln, County of, Wisconsin
6246. Lisbon, Town of, Wisconsin
6247. Little Chute, Village of, Wisconsin
6248. Madison, City of, Wisconsin
6249. Manitowoc, City of, Wisconsin
6250. Manitowoc, County of, Wisconsin
6251. Marathon, County of, Wisconsin
6252. Marinette, City of, Wisconsin
6253. Marinette, County of, Wisconsin
6254. Marquette, County of, Wisconsin
6255. Marshfield, City of, Wisconsin
6256. Menasha, City of, Wisconsin
6257. Menomonee Falls, Village of, Wisconsin
6258. Menomonie, City of, Wisconsin
6259. Mequon, City of, Wisconsin
6260. Middleton, City of, Wisconsin
6261. Milwaukee, City of, Wisconsin
6262. Milwaukee, County of, Wisconsin
6263. Monroe, City of, Wisconsin
6264. Monroe, County of, Wisconsin
6265. Mount Pleasant, Village of, Wisconsin
6266. Muskego, City of, Wisconsin
6267. Neenah, City of, Wisconsin
6268. New Berlin, City of, Wisconsin
FH11185097.1
6269. Oak Creek, City of, Wisconsin
6270. Oconomowoc, City of, Wisconsin
6271. Oconto, County of, Wisconsin
6272. Onalaska, City of, Wisconsin
6273. Oneida, County of, Wisconsin
6274. Oregon, Village of, Wisconsin
6275. Oshkosh, City of, Wisconsin
6276. Outagamie, County of, Wisconsin
6277. Ozaukee, County of, Wisconsin
6278. Pewaukee, City of, Wisconsin
6279. Pierce, County of, Wisconsin
6280. Platteville, City of, Wisconsin
6281. Pleasant Prairie, Village of, Wisconsin
6282. Plover, Village of, Wisconsin
6283. Polk, County of, Wisconsin
6284. Port Washington, City of, Wisconsin
6285. Portage, City of, Wisconsin
6286. Portage, County of, Wisconsin
6287. Price, County of, Wisconsin
6288. Racine, City of, Wisconsin
6289. Racine, County of, Wisconsin
6290. Richfield, Village of, Wisconsin
6291. Richland, County of, Wisconsin
6292. River Falls, City of, Wisconsin
6293. Rock, County of, Wisconsin
6294. Rusk, County of, Wisconsin
6295. Salem Lakes, Village of, Wisconsin
6296. Sauk, County of, Wisconsin
6297. Sawyer, County of, Wisconsin
6298. Shawano, County of, Wisconsin
6299. Sheboygan, City of, Wisconsin
6300. Sheboygan, County of, Wisconsin
6301. Shorewood, Village of, Wisconsin
6302. South Milwaukee, City of, Wisconsin
6303. St. Croix, County of, Wisconsin
6304. Stevens Point, City of, Wisconsin
6305. Stoughton, City of, Wisconsin
6306. Suamico, Village of, Wisconsin
6307. Sun Prairie, City of, Wisconsin
6308. Superior, City of, Wisconsin
6309. Sussex, Village of, Wisconsin
6310. Taylor, County of, Wisconsin
6311. Trempealeau, County of, Wisconsin
6312. Two Rivers, City of, Wisconsin
6313. Vernon, County of, Wisconsin
6314. Verona, City of, Wisconsin
6315. Vilas, County of, Wisconsin
6316. Walworth, County of, Wisconsin
6317. Washburn, County of, Wisconsin
6318. Washington, County of, Wisconsin
6319. Watertown, City of, Wisconsin
FH11185097.1
6320. Waukesha, City of, Wisconsin
6321. Waukesha, County of, Wisconsin
6322. Waunakee, Village of, Wisconsin
6323. Waupaca, County of, Wisconsin
6324. Waupun, City of, Wisconsin
6325. Wausau, City of, Wisconsin
6326. Waushara, County of, Wisconsin
6327. Wauwatosa, City of, Wisconsin
6328. West Allis, City of, Wisconsin
6329. West Bend, City of, Wisconsin
6330. Weston, Village of, Wisconsin
6331. Whitefish Bay, Village of, Wisconsin
6332. Whitewater, City of, Wisconsin
6333. Winnebago, County of, Wisconsin
6334. Wisconsin Rapids, City of, Wisconsin
6335. Wood, County of, Wisconsin
6336. Albany, County of, Wyoming
6337. Big Horn, County of, Wyoming
6338. Campbell, County of, Wyoming
6339. Carbon, County of, Wyoming
6340. Casper, City of, Wyoming
6341. Cheyenne, City of, Wyoming
6342. Converse, County of, Wyoming
6343. Evanston, City of, Wyoming
6344. Fremont, County of, Wyoming
6345. Gillette, City of, Wyoming
6346. Goshen, County of, Wyoming
6347. Green River, City of, Wyoming
6348. Jackson, Town of, Wyoming
6349. Laramie, City of, Wyoming
6350. Laramie, County of, Wyoming
6351. Lincoln, County of, Wyoming
6352. Natrona, County of, Wyoming
6353. Park, County of, Wyoming
6354. Riverton, City of, Wyoming
6355. Rock Springs, City of, Wyoming
6356. Sheridan, City of, Wyoming
6357. Sheridan, County of, Wyoming
6358. Sweetwater, County of, Wyoming
6359. Teton, County of, Wyoming
6360. Uinta, County of, Wyoming
FH11185097.1
EXHIBIT J
Illustrative List of Released Entities
1Life Healthcare, Inc.
Accountable Care Network of Arizona, LLC
Accountable Care Network of Colorado LLC
Accountable Care Network of Florida, LLC
Accountable Care Network of Georgia LLC
Accountable Care Network of Illinois LLC
Accountable Care Network of Misouri LLC
Accountable Care Network of New Jersey, LLC
Accountable Care Network of Pennsylvania, LLC
Accountable Care Network of Tennessee, LLC
Accountable Care Network of Texas, LLC
Accountable Care of New Jersey, LLC
Acumins, Inc.
AGENTRICS, LLC
Alector, Inc.
American Homecare Supply, IV Georgia, LLC
American Occupational Health Management, Inc.
American Occupational Health Management, Inc.
Aromatherapy Associates, Inc
At Home Solutions, Inc.
Avantha Business Solutions, Ltd. (Formerly Salient Business Solutions, Ltd.) *
b.well Connected Health, Inc.
BAP Pharmaceuticals, LLC
Baxter Drug, Inc.
Beauty.com Sales, Inc.
FH11185097.1
Beauty.com, Inc.
Beeken Petty O'Keefe Fund III LP
Beeken Petty O'Keefe Fund IV LP
Benliro Take Care Health Nevada, P.C.
Bison Acquisition Sub Inc.
Bond Drug Company of Clinton
Bond Drug Company of Clinton (Del.)
Bond Drug Company of Illinois, LLC
Boots Retail Holdings (USA) Inc.
Boots Retail USA Inc.
Bowen Development Company
Bower Take Care Health Nevada P C
BrightSpring Health Services, Inc.
Cancer Care of Naples, L.C.
Cape Fear Home Health Service Inc.
CareCentrix (Area One) Corp.
CareCentrix (Area Three) Corp.
CareCentrix (Area Two) Corp.
CARECENTRIX IPA, INC.
CareCentrix of New Jersey, Inc.
CareCentrix Holdings Inc.
CareCentrix, Inc.
Caremetx, LLC
Carolina I.V. Services, Inc.
CCS Infusion Management, LLC
CCSI Holding 3, LLC
CCX Acquisition, Inc.
CCX NEXT, LLC
FH11185097.1
CG Transportation, LLC
Chartwell Care Givers, Inc.
Chartwell-Southern New England, L.L.C.
CHDM, Inc.
CHDM, LLC
CHI HOLDING CORPORATION
Circa LLC
CLINICAL HOLDINGS INC.
Clinical Resource Network, Inc.
CLINICAL SPECIALTIES NETWORK SERVICES OF ILLINOIS, I
Clinical Specialties Network Services of Illinois, Inc.,
CLINICAL SPECIALTIES, INC.
CNS Acquisition, Inc.
Collins I.V. Care, LLC
Consolidated Stores, Inc.
Continuum Health Management Solutions, LLC (formerly I-Trax Management Solutions, LLC)
Corinthian Care Group, LLC
Corporate Health Dimensions, Inc.
Creative Options, Inc.
Crescent Healthcare Inc.
Crescent Therafusion Inc.
Critical Care Systems of New York, Inc.
Critical Care Systems, Inc.
CSI MANAGED CARE, INC.
CSI MEDICAL BILLING SERVICES, INC.
CSI NETWORK SERVICES OF INDIANA, INC.
CSI NETWORK SERVICES OF KENTUCKY, INC.
CSI NETWORK SERVICES OF MICHIGAN, INC.
FH11185097.1
Custom Nutrition Services, Inc.
Cypress Home Medical, Inc.
Cystic Fibrosis Foundation Pharmacy, LLC (Walgreens Specialty Pharmacy, LLC owns 80%)
Cystic Fibrosis Services, Inc.
Cystic Fibrosis Services, LLC
Daylight Beta Holdings, LP
De~Luxe Distributors, Inc.
Deerfield Funding Corporation
DME Options, Inc.
DOVER SUBSIDIARY INC
DR Employee Services LLC
DRI I Inc
drugstore com Inc
Drugstore.com Foundation
drugstore.com LLC
Drugstore.com, LLC
DS Distribution, Inc.
DS Fulfillment, Inc.
DS Non-Pharmaceutical Sales, Inc.
DS Pharmacy, Inc.
DSGC Idaho, Inc
Duane Reade Charitable Foundation
Duane Reade Holdings Inc
Duane Reade Inc.
Duane Reade International LLC
Duane Reade Realty Inc
Duane Reade, a New York General Partnership
Eager Park Pharmacy and Health Services, LLC
FH11185097.1
East West Distributing Co., LLC
East West Distributing Merger Co., LLC (DE)
Evolvere Health LLC
Excel Healthcare LLC
ExceleraRx, LLC
"Ferbet Take Care Health Louisiana, a Professional Nursing Corporation f/k/a
Randolph Take Care Health Louisiana, a Professional Nursing Corporation. "
Ferbet Take Care Health Maryland, P.C.
Flash Buyer, LLC
Fountain Products Corporation
Freedom Oxygen, Inc.
Full Road Holdings Ltd
Globe Discount City of Arizona, Inc.
Globe Discount City of Louisiana, Inc.
Globe I, LLC
Globe Stores, Inc.
Green Hills Insurance Company, A Risk Retention Group
Grenada Advertising Agency, Inc.
H3 (US 1) LLC
H3 (US 2) LLC
H3 (US 3) LLC
H3 (US 4) LLC
Happy Harry's Discount Drug Stores, Inc.
Happy Harry's Discount Store, Inc.
Happy Harry's, Inc.
HC Group Holdings I, LLC
HC Omega Merger Sub, LLC
Healthbox LLC
FH11185097.1
Healthcare Clinic Solutions, LLC
Healthcare Options of Minnesota, Inc.
Healthworks Med Group of Oklahoma, P.C.
Healthworks Medgroup of San Antonio, Inc.
HHDH CORP
HLM Venture Partners III, L.P.
Home Care of Boone County, Inc.
Home Care of Columbia, Inc.
Home Drug Company
Home Health of Option Care Inc
Home I.V., Inc.
Home Infusion Therapy of Bullhead City, Inc.
Hometeam Technologies, Inc.
Hummer Whole Health Management, Inc.
Hunterdon Infusion Services LLC
I.V. Associates, Inc.
Infinity Infusion Care, Ltd.
Infinity Infusion II, LLC
Infinity Infusion, LLC
Infusion Specialties, Inc.
Infusion Therapy of Corona, Inc.
Innovation Associates Holdings, Inc.
Innovation Associates, Inc.
Intercom Pharmacy Systems, Inc.
International Travel Service, Inc.
International Vision Direct Corp.
International Vision Direct, Inc.
Ion Merger Sub, Inc.
FH11185097.1
I-Trax Health Management Solutions, Inc.
IVP NORTHEAST, INC.
Ivpcare Northeast, Inc.
Ivpcare, Inc.
Jim Bain’s Pharmacy, Inc.
Kinnevik US Holding, LLC
Lake Cook Assurance Company
Lake Cook Investments, LLC
Laurel Mountain Medical Supply, LLC
LCA Insurance Co., Inc.
Lensquest, Inc.
Live Whole Health, Inc.
Lord Jim, Inc.
Luxury Mint Corporation
LV Sourcing LLC
LVD Sourcing LLC
Management by Information, Inc.
Market Strategies, LLC
Maximum Health Care Concepts, Inc.
May’s Drug Stores, Inc.
MCA Pharmacy, LLC
McKesson Specialty Pharmaceuticals LLC
Med Mark, Inc.
MedAvail Holdings, Inc.
MedAvail, Inc.
Medcare, Inc.
Medco Online Sales, Inc.
Medepoint.Com, Inc.
FH11185097.1
Medi Mart Corporation
MEDICATION ADHERENCE SOLUTIONS, LLC (Formerly WALGREENS LONG-TERM
CARE PHARMACY, LLC )
Medicenter, Inc.
Mediclaim Corp.
Medmark Data Management Inc.
Medmark Data Management, Inc.
Medmark Holdings Inc.
Medmark, Inc.
MedNow Infusion LLC
Med-X Corporation
Memphis Warehouse Co.
Meridian COMP of New York, Inc.
Mosso's Medical Supply Company, LLC
M-X Corporation
NDES Holdings, LLC
nirvanaHealth, Inc.
North County Home I.V., Inc.
Nutrition Research Laboratories, Inc.
Oak HC/FT VMD Blocker, LLC
OCH US Holding LLC
Onsite Holding, LLC
Ontario Cl 3 Limited
Ontario Cl 4 Limited
Ontario Merger Sub Inc.
Ontario Merger Sub, Inc.
OpCo Hatfield Medical Group, LLC
Option Care Camilla, Inc.
FH11185097.1
Option Care Capital Services, Inc.
Option Care Enterprises Inc
Option Care Enterprises, Inc. (DE)
Option Care Enterprises, Inc. (PA)
Option Care Foundation, Inc.
Option Care Health, Inc.
Option Care Home Health of California, Inc.
Option Care Home Health of Coweta, Inc.
Option Care Home Health, L.L.C.
Option Care Home Health, LLC (WA)
Option Care Home Infusion, L.L.C.
Option Care Hospice Foundation , Inc.
Option Care Hospice Inc.
Option Care Inc
Option Care Kansas City, LLC
Option Care Nevada, L.L.C.
Option Care of Denver, Inc.
Option Care of New York, Inc.
Option Care of Oklahoma, Inc.
Option Care Phoenix, LLC
Option Care, Inc. (DE)
Option Care, Inc.(CA)
Option Home Health Care - Private Duty, Inc.
Option Home Health Care Services, Inc.
Option Home Health Care Services, Inc.
Option Home Health Care Services-Private Duty, Inc.
Option Home Health Care, Inc.
Option Home Health Inc
FH11185097.1
Optioncare.Com, Inc.
OptioNet, Inc.
Optionlink, Inc.
Optionmed, Inc.
OptionMed, Inc.
Orlando Warehouse Co.
Orlando Warehouse, Inc.
Pharaoh JV, LLC
Pharm Mart Pharmacy of Warren, Inc.
Pharma Dynamics, Inc.
Pharmacy I.V. Associates, Inc.
Pharmatech Business Services, Inc.
Pharm-mart of Warren, Inc.
Pharm-Mart Pharmacy of Warren, Inc.
Physician Options, Inc.
PMC Ventures, LLC
Polaris Partners VII, L.P.
Polaris Venture Partners VI, L.P.
Prima Vista Water Management Assoc., Inc.
Prime Therapeutics LLC
Prime Therapeutics Specialty Pharmacy LLC
Pro Fitness Health Solutions, LLC
Productive Health Corportation
Pro-Fitness, L.L.C.
Project H3, LLC
Putter Acquisition Sub, Inc.
Rad Online Sales, Inc.
Redmile Private Investments I, L.P.
FH11185097.1
Rehab Options, Inc.
Rehab Options, Inc.
Rennebohm Drug Stores, Incorporated
Repligen Corporation
Retail Procurement Alliance LLC
Rich Mountain Pharmaceutical Services, Inc.
River City Pharmacy Inc
Riviera Brands, LLC
Robin Hood Restaurants of Illinois, Inc.
Rockville Travilah Square, LLC
RxAlly, LLC
S & G Health Care Management Services, Inc.
"S & G US Holding LLC "
S & W Pharmacy, Inc.
Salient Health Care Services, Inc.
Salient Health Care Services, L.L.C.
Salu Beauty, Inc.
Sanborns Mexico
Sandbox Advantage Fund, L.P.
Scholar Rock Holding Corporation
Schraft's, A Walgreen Specialty Pharmacy, LLC
SeniorMed L.L.C.
Shields Care Management of Worcester, LLC
Shields Health Management Company, LLC
Shields Health Management Holdings, Inc.
Shields Health Network, LLC
Shields Health Resources, LLC
Shields Health Solutions Holdings, LLC
FH11185097.1
Shields Health Solutions MidCo, LLC
Shields Health Solutions Parent, LLC
Shields Health Solutions Pharmacy, LLC
Shields Pharmacy Equity, LLC
Shields Pharmacy of Berkshire, LLC
Shields Pharmacy of California, LLC
Shields Pharmacy of Camden LLC
Shields Pharmacy of Central Illinois, LLC
Shields Pharmacy of Central New York, LLC
Shields Pharmacy of Chicago Midwest, LLC
Shields Pharmacy of Colorado II, LLC
Shields Pharmacy of Colorado, LLC
Shields Pharmacy of Columbia Maryland, LLC
Shields Pharmacy of Connecticut II, LLC
Shields Pharmacy of Connecticut, LLC
Shields Pharmacy of Eastern Carolina, LLC
Shields Pharmacy of Eastern Texas, LLC
Shields Pharmacy of Georgia, LLC
Shields Pharmacy of Hartford LLC
Shields Pharmacy of Minnesota, LLC
Shields Pharmacy of Mississippi, LLC
Shields Pharmacy of Nevada, LLC
Shields Pharmacy of New Bedford, LLC
Shields Pharmacy of New York II, LLC
Shields Pharmacy of New York, LLC
Shields Pharmacy of Norfolk Virginia, LLC
Shields Pharmacy of North Carolina, LLC
Shields Pharmacy of Ohio, LLC
FH11185097.1
Shields Pharmacy of Palo Alto, LLC
Shields Pharmacy of Providence LLC
Shields Pharmacy of Rhode Island, LLC
Shields Pharmacy of San Antonio, LLC
Shields Pharmacy of South Carolina, LLC
Shields Pharmacy of St. Louis, LLC
Shields Pharmacy of the Bronx, LLC
Shields Pharmacy of the Southwest Venture, LLC
Shields Pharmacy of the Southwest, LLC
Shields Pharmacy of University LLC
Shields Pharmacy of Virginia, LLC
Shields Pharmacy of Western Florida, LLC
Shields Pharmacy of Western Michigan, LLC
Shields Pharmacy of Western New York, LLC
Shields Specialty Pharmacy of Springfield, LLC
Shields Technology Solutions, LLC
SIC Parent, LLC
SIC Parent, LLC (WRA Partners, LLC owns 51%)
Silk Acquisition Corp.
Sleep Management Solutions LLC
Smart Insurance Co
Smart Insurance Company
Smart Insurance Company Group Holdings, Inc.
Smart Insurance Company Holdings, Inc.
Soap & Glory USA LLC
Solera Health, Inc.
Spa Strategy, Inc.
Spokane Health Care Associates, Inc.
FH11185097.1
Springville Pharmacy Infusion Therapy, Inc.
Stephen L. LaFrance Holdings, Inc.
Stephen L. LaFrance Pharmacy, Inc.
Summit Medical Group Arizona, LLC
SUNAMERICA AFFORDABLE HOUSING PARTNERS XI
Super D Drugs Acquisition Co.
Superior LuxCo 1 S.a.r.l.
Superior Luxco 3 S.A.R.L.
Superior US 1 LLC
Take Care Employer Solutions, LLC
Take Care Health Arizona, P.C.
Take Care Health Colorado, Inc.
Take Care Health Delaware, P.A.
Take Care Health District of Columbia, P.C.
Take Care Health Georgia, P.C.
Take Care Health Illinois, P.C.
Take Care Health Indiana, P.C.
Take Care Health Kansas, P.A.
Take Care Health Kentucky, P.S.C.
Take Care Health Massachusetts, P.C.
Take Care Health Mississippi, P.C.
Take Care Health Missouri, P.C.
Take Care Health New Jersey, P.A.
Take Care Health Ohio, Inc.
Take Care Health Oklahoma, P.C.
Take Care Health Pennsylvania, PC
Take Care Health Services, P.A.
Take Care Health Systems LLC
FH11185097.1
Take Care Health Systems, Inc. (FKA I-Trax, Inc.)
Take Care Health Tennessee, P.C.
Take Care Health Texas, P.C.
Take Care Health Wisconsin, S.C.
Take Care Medical Health New York, P.C.
The 1901 Group LLC
The drugstore.com Foundation
The Lane Drug Company
The Patient Safety Research Foundation, Inc.
The PSRF Merger Co., Inc.
Thrifty Payless, Inc.
THV VMD Blocker, LLC
TKH HoldCo, LLC
TMD, Inc.
TPR Holdings LLC
Trinity Home Care, LLC
TSL, Inc.
TURN-KEY PALLIATIVE SERVICES, LLC
Turn‐Key Health Holdings, L.P.
Ultra Care, LLC
UMass Memorial Shields Pharmacy, LLC
University Option Care LLC
USA Drug
USA/Super D Franchising, Inc.
VICTORIA MERGER SUB. INC.
Vim, Inc.
Vision Direct Inc
W D Liquor, Inc.
FH11185097.1
WAB Holdings, LLC
WAG Employee Services Inc.
WagBeau LLC
WagBeau, Inc.
WAGDCO, LLC
WAGHID, LLC
Wag's Restaurants of Illinois, Inc.
Waldoy, L.P
Walgreen Altoona Co.
Walgreen Alumni Association
Walgreen Arizona Drug Co.
Walgreen Benefit Fund
Walgreen Capitol Court, Inc.
Walgreen Co PAC
Walgreen Co Puerto Rico Branch
Walgreen Co.
Walgreen Columbus Co.
Walgreen Community Development
Walgreen Cudahy, Inc.
Walgreen Delaware Co.
Walgreen Drug Stores Historical Foundation
Walgreen Drugs, Inc.
Walgreen Eastern Co., Inc.
Walgreen Fon-Du-Lac, Inc.
Walgreen Fremont Co.
Walgreen Hastings Co.
Walgreen International Investments LLC
Walgreen International S.a.r.l.
FH11185097.1
Walgreen Investments Co
Walgreen Investments Merger Co., LLC
Walgreen Investments Merger Co., LLC (DE)
Walgreen Kearney Co
Walgreen Laboratories, Inc.
Walgreen Lincoln Co.
Walgreen Louisiana Co., Inc.
Walgreen Market Strategies LLC
Walgreen Medical Supply, Inc.
Walgreen Mercantile Corporation
Walgreen Milwaukee, Inc.
Walgreen National Corporation
Walgreen Network Health Services
Walgreen Nevada Corporation
Walgreen New Berlin, Inc.
Walgreen Oconomowoc, Inc.
Walgreen of Hato Rey Inc.
Walgreen of Hawaii, LLC
Walgreen of Maui, Inc.
Walgreen of Maui, Inc.
Walgreen of Nevada, LLC
Walgreen of New Mexico, Inc.
Walgreen of Puerto Rico, Inc.
Walgreen of San Patricio, Inc.
Walgreen of US Virgin Islands, LLC
Walgreen Oshkosh, Inc.
Walgreen Pharmacy Services Eastern LLC
Walgreen Pharmacy Services Eastern, LLC
FH11185097.1
Walgreen Pharmacy Services Midwest, LLC
Walgreen Pharmacy Services Southern, LLC
Walgreen Pharmacy Services Western, LLC
Walgreen Pharmacy Services WHS, LLC
Walgreen Pharmacy Strategies, LLC
Walgreen PR Branch
Walgreen Properties, Inc.
Walgreen Racine, Inc.
Walgreen Realty Resources LLC
Walgreen South Dakota, Inc.
Walgreen Southgate Corp.
Walgreen Specialty Holdings, LLC
Walgreen Watertown, Inc.
Walgreen Waukesha, Inc.
Walgreen West Bend, Inc.
Walgreen Wisconsin, Inc.
Walgreen Woodmar, Inc.
Walgreen-Option Care, Inc. {FKA CuraScript Infusion)
Walgreens Advance Care, Inc.
Walgreens Annapolis, LLC
Walgreens Assistance, Inc.
Walgreens Boots Alliance Holdings LLC
Walgreens Boots Alliance Scottish LP
Walgreens Boots Alliance US 1 LLC
Walgreens Boots Alliance US 2 LLC
Walgreens Boots Alliance US 3 LLC
Walgreens Boots Alliance, Inc.
Walgreens Business Services, LLC
FH11185097.1
Walgreens.com Inc
Walgreens Community Development Corp
Walgreens Health COE LLC
Walgreens Health Holdings, LLC
Walgreens Health Initiatives - IPA, Inc.
Walgreens Health Initiatives, Inc.
Walgreens Health Services II LLC
Walgreens Health Services III LLC
Walgreens Health Services LLC
Walgreens Health Ventures LLC
Walgreens Healthcare Plus, Inc.
Walgreens Home Care Inc
Walgreens Infusion and Respiratory Services, LLC
Walgreens Infusion Services at Legacy Health, LLC (formerly Option Care at Legacy, L.L.C.)
Walgreens Infusion Services Holding, Inc.
Walgreens Infusion Services, Inc. (FKA Option Care,)
Walgreens Investments Co.
Walgreens Long-Term Care Pharmacy LLC(FKA SeniorMed)
Walgreens Mail Service, Inc.
Walgreens Mail Service, LLC
Walgreens Network Health Services LLC
Walgreens of Massachusetts, LLC
Walgreens of New Mexico, Inc.
Walgreens of North Carolina, Inc.
Walgreens Personal Financial Services, LLC
Walgreens Pharmacy Strategies, LLC
Walgreens Sleep and Respiratory Pharmacy LLC
Walgreens Specialty Care Centers LLC
FH11185097.1
Walgreens Specialty Pharmacy Holdings, Inc.
Walgreens Specialty Pharmacy Holdings, LLC
Walgreens Specialty Pharmacy, LLC
Walgreens Store No 3288 LLC
Walgreens Store No 3332 LLC
Walgreens Store No 3680 LLC
Walgreens Store No 4650 LLC
Walgreens Store No 4651 LLC
Walgreens Store No 5576 LLC
Walgreens Store No 5838 LLC
Walgreens Store No. 7839, LLC
Walgreens Venture Capital, LLC
WALGREENS WELL NETWORK OF MODESTO, LLC (FORMERLY ACCOUNTABLE
CARE NETWORK OF MISSOURI, LLC) nc on 5/23/2013
WALGREENS WELL NETWORK OF OAKLAND, LLC (FORMERLY ACCOUNTABLE
CARE NETWORK OF GEORGIA, LLC) nc on 5/23/2013
WALGREENS WELL NETWORK OF PALO ALTO, LLC (formerly Walgreens Well Network
of Maryland LLC) nc on 5/23/2013
WALGREENS WELL NETWORK OF SACRAMENTO, LLC (FORMERLY
ACCOUNTABLE CARE NETWORK OF COLORADO, LLC) NC on 5/23/13
WALGREENS WELL NETWORK OF SAN FRANCISCO, LLC (formerly Walgreens Well
Network of California LLC) nc on 5/23/2013
Walgreens.com, Inc.
Walgreens-Optioncare, Inc.
Waltrust Properties, Inc.
WBA Acquisition 3, LLC
WBA Acquisition 4, LLC
WBA Acquisition 5, LLC
WBA Acquisition 6, LLC
WBA Financial, LLC
FH11185097.1
WBA Innovation Midco, LLC
WBA Innovation Parent, LLC
WBA Innovation, LLC
WBA INVESTMENTS, INC. (FKA WBA INVESTMENTS, LLC)
WBA RxR US LLC
WBA Shields Merger Sub, LLC
WBA US 1 Co.
WBA US 10 LLC
WBA US 4 LLC
WBA US 5 LLC
WBA US 6 LLC
WBA US 7 LLC
WBA US 8 LLC
WBA US 9 LLC
WCAS Shields Holdings, LLC
WD Liquor, Inc.
Wedge Acquisition Company
Well Ventures, LLC
Weymouth Property, Inc .
WHI (PR Branch)
Whole Health Management, LLC
WHP Health Initiatives, Inc.
Worthmore Cosmetics And Vitamins Co.
WRA Partners, LLC
WVC Investments LLC
FH11185097.1
EXHIBIT K
Subdivision Participation and Release Form
[Draft]
Governmental Entity:
State:
Authorized Official:
Address 1:
Address 2:
City, State, Zip:
Phone:
Email:
The governmental entity identified above (“Governmental Entity”), in order to obtain and
in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement
Agreement dated December [ ], 2022 (“Walgreens Settlement”), and acting through the
undersigned authorized official, hereby elects to participate in the Walgreens Settlement, release
all Released Claims against all Released Entities, and agrees as follows.
1. The Governmental Entity is aware of and has reviewed the Walgreens Settlement,
understands that all terms in this Participation and Release Form have the meanings defined
therein, and agrees that by executing this Participation and Release Form, the
Governmental Entity elects to participate in the Walgreens Settlement and become a
Participating Subdivision as provided therein.
2. The Governmental Entity shall promptly, and in any event no later than 14 days after the
Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any
Released Claims that it has filed. With respect to any Released Claims pending in In re
National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity
authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the
Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form
found at [website link to national settlement website to be provided].
3. The Governmental Entity agrees to the terms of the Walgreens Settlement pertaining to
Participating Subdivisions as defined therein.
4. By agreeing to the terms of the Walgreens 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 Walgreens
Settlement solely for the purposes provided therein.
FH11185097.1
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 Walgreens
Settlement. The Governmental Entity likewise agrees to arbitrate before the National
Arbitration Panel as provided in, and for resolving disputes to the extent otherwise
provided in, the Walgreens Settlement.
7. The Governmental Entity has the right to enforce the Walgreens Settlement as provided
therein.
8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for
all purposes in the Walgreens Settlement, including without limitation all provisions of
Section XI (Release), and along with all departments, agencies, divisions, boards,
commissions, districts, instrumentalities of any kind and attorneys, and any person in their
official capacity elected or appointed to serve any of the foregoing and any agency, person,
or other entity claiming by or through any of the foregoing, and any other entity identified
in the definition of Releasor, provides for a release to the fullest extent of its authority. As
a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably
covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or
claimed, or to otherwise seek to establish liability for any Released Claims against any
Released Entity in any forum whatsoever. The releases provided for in the Walgreens
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 Walgreens 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 Walgreens Settlement.
10. In connection with the releases provided for in the Walgreens 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,
FH11185097.1
oversight, error, negligence or through no fault whatsoever, and which, if known, would
materially affect the Governmental Entities’ decision to participate in the Walgreens
Settlement.
11. Nothing herein is intended to modify in any way the terms of the Walgreens Settlement, to
which Governmental Entity hereby agrees. To the extent this Participation and Release
Form is interpreted differently from the Walgreens Settlement in any respect, the
Walgreens Settlement controls.
I have all necessary power and authorization to execute this Participation and Release Form
on behalf of the Governmental Entity.
Signature: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
FH11185097.1
EXHIBIT L
Settlement Fund Administrator Terms
[Exhibit to be inserted prior to the Reference Date]
FH11185097.1
EXHIBIT M-1: PAYMENT SCHEDULE
Payment Year
Maximum
Annual Fees
Payment (See
Exhibit M-3)
Maximum
Annual
Remediation
Payment (See
Exhibit M-2)
Annual
Maximum
Year 1
9/1/22 - 8/31/23
---
$369,445,784
$369,445,784
Year 2
9/1/23 - 8/31/24
$122,393,885
$243,858,900
$366,252,785
Year 3
9/1/24 - 8/31/25
$122,393,885
$243,858,900
$366,252,785
Year 4
9/1/25 - 8/31/26
$122,393,885
$243,858,900
$366,252,785
Year 5
9/1/26 - 8/31/27
$122,393,885
$243,858,900
$366,252,785
Year 6
9/1/27 - 8/31/28
$122,393,885
$243,858,900
$366,252,785
Year 7
9/1/28 - 8/31/29
$122,393,885
$243,858,900
$366,252,785
Year 8
9/1/29 - 8/31/30
---
$369,445,784
$369,445,784
Year 9
9/1/30 - 8/31/31
---
$369,445,784
$369,445,784
Year 10
9/1/31 - 8/31/32
---
$369,445,784
$369,445,784
Year 11
9/1/32 - 8/31/33
---
$369,445,784
$369,445,784
Year 12
9/1/33 - 8/31/34
---
$369,445,784
$369,445,784
Year 13
9/1/34 - 8/31/35
---
$369,445,784
$369,445,784
Year 14
9/1/35 - 8/31/36
---
$369,445,784
$369,445,784
Year 15
9/1/36 - 8/31/37
---
$369,445,784
$369,445,784
Total
$734,363,310
$4,788,165,456
$5,522,528,766
FH11185097.1
EXHIBIT M-2: MAXIMUM ANNUAL REMEDIATION PAYMENT SCHEDULE
Payment Year
Maximum
Base Payments
(41%)
Maximum
Incentive
Payment A
(59%)
Maximum
Incentive
Payment BC
(56%)
Maximum
Incentive
Payment D
(10%)
Maximum
Annual
Remediation
Payment
Year 1
The later of
December 31, 2022
or five business
days after
Preliminary
Agreement Date
$369,445,784
---
---
---
$369,445,784
Year 2
December 31, 2023
$99,982,150
$143,876,750
$143,876,750
---
$243,858,900
Year 3
March 31, 2025
$99,982,150
$143,876,750
$143,876,750
---
$243,858,900
Year 4
March 31, 2026
$99,982,150
$143,876,750
$143,876,750
---
$243,858,900
Year 5
March 31, 2027
$99,982,150
$143,876,750
$143,876,750
---
$243,858,900
Year 6
March 31, 2028
$99,982,150
$143,876,750
$129,512,255
$47,881,655
$243,858,900
Year 7
March 31, 2029
$99,982,150
$143,876,750
$129,512,255
$47,881,655
$243,858,900
Year 8
March 31, 2030
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 9
March 31, 2031
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 10
March 31, 2032
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 11
March 31, 2033
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 12
March 31, 2034
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 13
March 31, 2035
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 14
March 31, 2036
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Year 15
December 31, 2036
$124,226,144
$245,219,640
$230,855,143
$47,881,655
$369,445,784
Total
$1,963,147,836
$2,825,017,620
$2,681,372,654
$478,816,550
$4,788,165,456
FH11185097.1
NOTES TO EXHIBIT M-2:
1. All figures for the Maximum Base Payment, Maximum Incentive A Payment, and Maximum
Incentive Payment BC are maximum figures that reflect the following:
- An assumption that all Eligible States are Settling States.
- An assumption that all Settling States earn the full amount of the relevant incentive
payment.
2. All figures for the Maximum Incentive Payment D show the amount earned based on all Settling
States obtaining its maximum value of 10%, and reflect the following:
- An assumption that all Eligible States are Settling States.
- An assumption that all Settling States are eligible for Incentive Payment D in every
Payment Year in which Incentive D is paid.
3. All figures for the Maximum Annual Remediation Payment reflect the following:
- The credit amount of $361,834,542 for Florida’s prior settlements have already been
applied. The credit amount for Suffolk and Nassau Counties in New York in the amount
of 15.31% of New York State’s Allocation has not been applied against New York’s
allocation.
- An assumption that all Eligible States are Settling States.
- An assumption that each Settling State earn the maximum amount of the available
Incentive Payment by either qualifying for Incentive Payment A, or the combination of
obtaining a 100% participation percentage for Incentive Payment BC and earning Incentive
Payment D at a value of 3%).
4. Any offsets for Eligible States that are Non-Settling States would be deducted from the Maximum
Base Payment, Maximum Incentive Payments (A, BC, and D), and Maximum Annual Remediation
Payment by subtracting the amount of the payment times the Overall State Allocation Percentage
for each Non-Settling State.
FH11185097.1
EXHIBIT M-3: ANNUAL FEES PAYMENT SCHEDULE
Payment
Year
Maximum
Exhibit R
Attorney
Fee and
Cost Funds
Common
Benefit Fee
on Credits
State Cost
Fund
Maximum
State
Outside
Counsel
Fee Fund
Maximum
Additional
Remediation
Amount
Maximum
Annual Fees
Payment
Year 2
December
31, 2023
$98,955,419
$7,477,914
$7,980,276
$3,990,138
$3,990,138
$122,393,885
Year 3
December
31, 2024
$98,955,419
$7,477,914
$7,980,276
$3,990,138
$3,990,138
$122,393,885
Year 4
December
31, 2025
$98,955,419
$7,477,914
$7,980,276
$3,990,138
$3,990,138
$122,393,885
Year 5
December
31, 2026
$98,955,420
$7,477,914
$7,980,275
$3,990,138
$3,990,138
$122,393,885
Year 6
December
31, 2027
$98,955,420
$7,477,914
---
$7,980,275
$7,980,276
$122,393,885
Year 7
December
31, 2028
$98,955,421
$7,477,913
---
$7,980,276
$7,980,275
$122,393,885
Total
$593,732,518
$44,867,483
$31,921,103
$31,921,103
$31,921,103
$734,363,310
FH11185097.1
Exhibit N
Additional Remediation Amount Allocation Percentages
Alabama
2.0094047523%
American Samoa
0.0215590674%
Arizona
2.9911870812%
California
12.4923284542%
Colorado
2.0922099886%
Connecticut
1.6290775863%
District of Columbia
0.2266153628%
Georgia
3.5107212404%
Guam
0.0604844794%
Hawaii
0.4087756176%
Idaho
0.6193769970%
Illinois
4.1882957440%
Indiana
2.7913607538%
Iowa
0.9341820978%
Kansas
0.9872591950%
Louisiana
1.8447419766%
Maine
0.6664875621%
Maryland
2.6575348718%
Massachusetts
2.9005058228%
Minnesota
1.6334209688%
Missouri
2.5253744735%
Montana
0.3935393398%
N. Mariana Islands
0.0210349545%
Nebraska
0.5252526469%
New Jersey
3.4690785339%
New York
6.7872003052%
North Carolina
4.0924962523%
North Dakota
0.2140841267%
Ohio
5.4856657801%
Oklahoma
1.9292810204%
Oregon
1.7302239375%
Pennsylvania
5.7772011360%
Rhode Island
0.5622563667%
South Carolina
1.9381920268%
Tennessee
3.3847318704%
Texas
7.9239877394%
Vermont
0.3204352512%
FH11185097.1
Virgin Islands
0.0397474619%
Virginia
2.8709652916%
Washington
2.9198056809%
Wisconsin
2.2138760297%
Wyoming
0.2100401547%
FH11185097.1
Exhibit O
Adoption of a State-Subdivision Agreement
A State-Subdivision Agreement shall be applied if it meets the requirements of Section
V and is approved by the State and by the State’s Subdivisions as follows:
1. Requirements for Approval. A State-Subdivision Agreement shall be deemed as agreed to
when it has been approved by the State and either (a) Subdivisions whose aggregate “Population
Percentages,” determined as set forth below, total more than sixty percent (60%), or (b)
Subdivisions whose aggregate Population Percentages total more than fifty percent (50%)
provided that these Subdivisions also represent fifteen percent (15%) or more of the State’s
counties or parishes (or, in the case of Settling States whose counties and parishes do not
function as local governments, 15% of or more of the Settling State’s non-county Subdivisions),
by number.
2. Approval Author-ity. Approval by the State shall be by the Attorney General. Approval by
a Subdivision shall be by the appropriate official or legislative body pursuant to the required
procedures for that Subdivision to agree to a legally binding settlement.
3. Population Percentage Calculation. For purposes of this Exhibit O only, Population
Percentages shall be determined as follows: For States with functional counties or parishes
3
the
Population Percentage of each county or parish shall be deemed to be equal to (a) (1) two
hundred percent (200%) of the population of such county or parish, minus (2) the aggregate
population of all Primary Incorporated Municipalities located in such county or parish, divided
by (b) two hundred percent (200%) of the State’s population. A Primary Incorporated
Municipalitymeans a city, town, village or other municipality incorporated under applicable
state law with a population of at least 25,000 that is not located within another incorporated
municipality. The Population Percentage of each Primary Incorporated Municipality shall be
equal to its population (including the population of any incorporated or unincorporated
municipality located therein) divided by two hundred percent (200%) of the State’s population;
provided that the Population Percentage of a Primary Incorporated Municipality that is not
located within a county shall be equal to two hundred percent (200%) of its population
(including the population of any incorporated or unincorporated municipality located therein)
divided by two hundred percent (200%) of the State’s population. For all States that do not have
functional counties or parishes, the Population Percentage of each non-county Subdivision
(including any incorporated or unincorporated municipality located therein), shall be equal to
its population divided by the State’s population.
3
Certain states do not have counties or parishes that have functional governments, including:
Alaska, Connecticut, Massachusetts, Rhode Island, and Vermont.
FH11185097.1
4. Preexisting Agreements and Statutory Provisions. A State may include with the notice to
its Subdivisions an existing agreement, a proposed agreement, or statutory provisions regarding
the distribution and use of settlement funds and have the acceptance of such an agreement or
statutory provision be part of the requirements to be an Initial Participating Subdivision.
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EXHIBIT P
Pharmacy Controlled Substance Compliance Program & Anti-
Diversion Injunctive Terms
I. INTRODUCTION
1. Except where these Injunctive Terms specify a different implementation period,
Walgreens shall implement the Injunctive Terms set forth below in Sections II through
XVII by the Injunctive Terms Implementation Date (defined below).
2. To the extent that Walgreens already has in place positions, committees, departments,
policies or programs that satisfy the Injunctive Terms, no re-naming or other change is
required by these Injunctive Terms.
3. Overview
a. Walgreens will implement or maintain a Controlled Substance Compliance
Program (“CSCP”).
b. The CSCP must include written standard operating procedures and/or corporate
policies (the “CSCP Policies and Procedures”) required by these Injunctive
Terms.
c. The CSCP shall apply during the term of these Injunctive Terms, to each of
Walgreens’ retail pharmacy stores that dispense Schedule II Designated
Controlled Substances and are registered or licensed with each Settling State.
d. Walgreens shall provide a copy of the relevant CSCP Policies and Procedures
to each Settling State within sixty (60) days of the Injunctive Terms
Implementation Date. To the extent any implementation is expected to require
additional time, the Parties agree to work together in good faith to establish a
timeline for implementation. No later than thirty (30) days after the Injunctive
Terms Implementation Date, each Settling State shall identify the person or
office to whom Walgreens must provide a copy of the relevant CSCP Policies
and Procedures and any other State-specific reporting required under these
Injunctive Terms.
e. Settling States shall form the States Injunctive Relief Committee to serve as a
point of contact for Walgreens and to perform such other roles as set forth
herein. Upon the committee’s formation, Settling States shall provide notice to
Walgreens of the members of the committee.
4. Compliance with Laws
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a. Walgreens acknowledges and agrees that its pharmacies must comply with
applicable state and federal laws, regulations, and rules, including those
regarding the dispensing of Controlled Substances. The requirements of these
Injunctive Terms are in addition to, and not in lieu of, any other requirements
of federal, state, or local law. Nothing in the Injunctive Terms shall be
construed as relieving Walgreens of the obligation of its pharmacies to comply
with all federal, state and local laws, regulations or rules, nor shall any of the
provisions of the Injunctive Terms be deemed as permission for Walgreens to
engage in any acts or practices prohibited by such laws, regulations or rules.
b. The Injunctive Terms are not intended to and shall not be interpreted to prevent
Walgreens from taking or implementing any other compliance or policy steps
that are more restrictive or that are necessary to conform with federal, state, or
local legal requirements, unless such steps would conflict with State or local
law. The Injunctive Terms are not intended to and shall not be interpreted to
require Walgreens to inventory any Controlled Substances or any particular
Controlled Substances or to require dispensing of any Controlled Substances or
of any individual, types, subsets or categories of Controlled Substances
prescriptions.
c. In the event that Walgreens determines that there may be a conflict between the
Injunctive Terms and the express requirements of federal, state, or local laws,
or interpretations of such laws articulated by an agency responsible for
enforcing such laws or a court (“Express Interpretations”), such that Walgreens
determines that it cannot comply with the Injunctive Terms without violating
these express requirements or Express Interpretations, Walgreens shall follow
the express requirements of the federal, state or local law or Express
Interpretation thereof and shall provide notice to the Settling State(s). Within
thirty (30) days after receipt of a notification from Walgreens referenced above,
Walgreens and the State shall meet and discuss the potential conflict, and
Walgreens shall comply with any reasonable requests from the Settling State as
necessary to determine whether there is a conflict between the Injunctive Terms
and the express requirements of federal, state, or local laws, or Express
Interpretations. In the event that Walgreens believes a court or administrative
action brought by a governmental body in a Settling State has commenced
against it or its pharmacists for actions required by the Injunctive Terms, then
Walgreens may notify the Attorney General of the Settling State of such
pending action. If the State agrees that the court or administrative action is a
result of actions required by the Injunctive Terms, the State will engage in best
efforts to resolve the conflict or assist in achieving resolution of the court or
administrative action. Nothing in this paragraph shall (i) limit the right of the
Settling State to disagree with Walgreens as to the conflict; (ii) be deemed to
relieve Walgreens from following any subsequently enacted law or regulation,
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FH11185097.1
or judicial decisions from a regulatory authority with jurisdiction over
controlled substances that is more restrictive than the provisions of the
Injunctive Terms, or from following the Injunctive Terms if they are more
restrictive than applicable laws at issue in the administrative action if there is
no conflict; (iii) be deemed to relieve Walgreens from adhering to the outcome
of a court or administrative action when it is determined that there is no conflict;
or (iv) limit a Settling State’s ability to relieve Walgreens of a duty under these
Injunctive Terms if that Settling State determines that that term is in conflict
with that Settling State’s express legal requirements.
d. Walgreens shall retain all records it is required to create pursuant to its
obligations hereunder for a period no shorter than three years, unless otherwise
specified. Nothing in these Injunctive Terms shall prevent a Settling State from
issuing a lawful subpoena or Civil Investigative Demand (CID) for records
pursuant to an applicable law.
5. No Admission and No Use as Evidence. Walgreens does not admit liability or
wrongdoing. These Injunctive Terms shall not be considered, construed, or represented
to be (1) an admission, concession, or evidence of liability, wrongdoing, or to impose
the existence of any legal obligations or requirements other than the requirement to
follow these Injunctive Terms, or (2) a waiver or limitation of any defense otherwise
available to Walgreens. These Injunctive Terms shall not be offered or received in
evidence or otherwise relied on in any action or proceeding for any purpose other than
in an action or proceeding to modify or enforce or monitor compliance with these
Injunctive Terms.
II. TERM AND SCOPE
1. The term of these Injunctive Terms shall be from the Injunctive Terms Implementation
Date until August 15, 2032, unless otherwise specified herein.
2. Except as otherwise stated herein, the Injunctive Terms shall apply to Walgreens’ retail
pharmacy stores located in, and registered or licensed with, each Settling State that
dispense Schedule II Designated Controlled Substances to Patients, including any
Schedule II Designated Controlled Substances dispensed by any such retail pharmacy
stores that are mailed or shipped to patients in a Settling State. Should Walgreens
operate an online pharmacy that is registered or licensed to dispense Schedule II
Designated Controlled Substances in any Settling State while these Injunctive Terms
are in effect, the Injunctive Terms shall apply to such pharmacy as well.
4
4
Walgreens’ specialty and mail order pharmacies are not subject to, and are not online
pharmacies for purposes of, these Injunctive Terms.
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3. These Injunctive Terms may be amended by mutual agreement of a majority of the
States Injunctive Relief Committee and Settling Pharmacy. Any such amendments
must be in writing.
III. DEFINITIONS
1. The term “Distributor Injunctive Terms” means Exhibit P of the Settlement Agreement,
dated as of July 21, 2021, between McKesson Corporation, Cardinal Health, Inc., and
AmerisourceBergen Corporation and certain States and subdivisions.
2. The term “Block” means an action taken by Walgreens preventing or otherwise
prohibiting any Settling Pharmacy pharmacist from filling prescriptions for Controlled
Substances from a specific identified Prescriber.
3. The term “Clearinghouse” means the system established by Section XVII of the
Distributor Injunctive Terms.
4. The term “Controlled Substances” means those substances designated under schedules
II-V pursuant to the federal Controlled Substances Act.
5. The term “Designated Controlled Substances” shall be limited to: (a) oxycodone; (b)
hydrocodone; (c) hydromorphone; (d) tramadol; (e) oxymorphone; (f) morphine; (g)
methadone; and (h) fentanyl.
6. The term Injunctive Terms Implementation Date” means thirty (30) days after the
Effective Date of the Settlement Agreement as defined in Section I.V of the Walgreens
Settlement Agreement.
7. The term “National Arbitration Panel” is defined in Section I.LL of the Walgreens
Settlement Agreement.
8. The term “Patient” means any individual who receives a prescription for a Designated
Controlled Substance from a Prescriber, whether legally valid or not, and attempts to
fill it at one of Walgreens’ pharmacy stores in a Settling State.
9. The term “Prescriber” means any individual that has written a prescription for a
Designated Controlled Substance, whether legally valid or not, that is presented to
Walgreens in a Settling State.
10. The term “Red Flag(s)” means the enumerated Patient Red Flags, Prescription Red
Flags, and Prescriber Red Flags set out in Section IX.
11. The term “Settling State(s)” means each State that is a signatory to the Walgreens
Settlement Agreement.
12. The term “States Injunctive Relief Committee” means a committee representing the
Settling States composed of between four and eight members designated by the Settling
States. The members of the States Injunctive Relief Committee shall be employees of
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FH11185097.1
a Settling States Office of Attorney General and/or employees of another agency of a
Settling State.
13. The term “Walgreens Settlement Agreement” means the settlement agreement dated as
of December [ ] between and among the Settling States, the Participating Subdivisions
and Walgreens.
IV. CONTROLLED SUBSTANCE COMPLIANCE PERSONNEL
1. Walgreens shall designate a Controlled Substance Compliance Director, or other
appropriately titled position, to be a member of the Controlled Substance Compliance
Committee (described below in Section VI), and to oversee a Controlled Substance
Compliance Department and Walgreens’ compliance with 21 C.F.R. 1306.04 and these
Injunctive Terms. As used in these Injunctive Terms, the terms “Controlled Substance
Compliance Committee” and “Controlled Substance Compliance Department” refer to
the entity or entities, however titled, that carry out the functions required by these
Injunctive Terms. Notwithstanding the preceding sentence, to the extent an existing
position, committee or department carries out the functions required by these Injunctive
Terms, any other functions undertaken by such position, committee or department shall
not be subject to these Injunctive Terms or oversight by the Settling States pursuant to
these Injunctive Terms. The position, committee and department discussed in these
Terms may bear different names and need not be limited to the roles and functions set
forth herein.
2. The Controlled Substance Compliance Director shall have knowledge of and
experience with the laws and regulation of Controlled Substances, in particular the
regulations in 21 C.F.R. § 1306.04.
3. The Controlled Substance Compliance Director shall provide at least quarterly reports
to the Controlled Substance Compliance Committee (described below in Section VI)
regarding Walgreens’ compliance with these Injunctive Terms, including the
implementation of any changes to the CSCP Policies and Procedures required by these
Injunctive Terms.
4. Staffing levels of Walgreens’ Controlled Substance Compliance Department shall be
reviewed periodically, but at least on an annual basis, by Walgreens’ Controlled
Substance Compliance Committee to assess whether such staffing levels are sufficient
for the Controlled Substance Compliance Department to comply with this Agreement.
This review shall include consideration of relevant developments in technology, law,
and regulations.
5. Throughout the term of these Injunctive Terms, Walgreens shall maintain a telephone
and electronic submission hotline(s) (the “Hotline”) to permit employees and/or
Patients and/or members of the public to anonymously report suspected inappropriate
or illegitimate dispensing, prescribing or diversion of Designated Controlled
Substances, violations of the CSCP Policies and Procedures, these Injunctive Terms,
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FH11185097.1
Walgreens’ company policy, or other applicable law. The Hotline may be implemented
by adding a dedicated option to existing systems that includes reporting regarding
Designated Controlled Substances. Walgreens shall publish its Hotline contact
information to its employees and Patients in the Settling States. Walgreens shall
maintain for the duration of Injunctive Terms a record of each complaint made to the
Hotline regarding Designated Controlled Substances and documentation regarding any
investigation or response to such complaints. Nothing herein shall require Walgreens
to investigate a pharmacist’s professional judgment to refuse a prescription that the
pharmacist believes was prescribed or is being used for other than a legitimate medical
purpose or that the pharmacist believes was not prescribed by an individual Prescriber
acting in the usual course of his or her professional practice.
V. INDEPENDENCE
1. Walgreens’ Controlled Substance Compliance Department personnel, pharmacists and
pharmacist technicians who work at Walgreens’ pharmacies within the Settling States,
and field personnel who supervise pharmacists and pharmacist technicians (together,
“CSCP Employees”), shall not be compensated in whole or in part by commissions,
bonuses, incentives or any other monetary or non-pecuniary benefit that depends in
material part on revenue or profitability targets or expectations to sales of Controlled
Substances. Nothing in these Injunctive Terms shall be interpreted to prevent
compensation of employees based on sales volume, revenue or profitability
targets/expectations for enterprise-, store-, or pharmacy-wide sales that include
Controlled Substances.
2. No CSCP Employees may be terminated, suspended, threatened with or face any other
negative employment consequence for failing to meet any revenue or profitability
targets or expectations that depends in material part on sales of Controlled Substances.
Nothing in these Injunctive Terms shall be interpreted to prevent Walgreens from
taking employment action based on sales volume, revenue or profitability
targets/expectations for enterprise-, store-, or pharmacy-wide sales that include
Controlled Substances.
3. Personnel in Walgreens’ Controlled Substance Compliance Department shall not report
to Walgreens’ sales, marketing, or business development departments, and sales,
marketing, or business development departments shall not be authorized to make
decisions regarding the promotion, compensation, demotion, admonition, discipline,
commendation, periodic performance reviews, hiring, or firing of Controlled Substance
Compliance Department personnel. This provision does not apply to an officer or
executive to whom both the Controlled Substance Compliance Department and sales,
marketing and/or business development departments report.
4. Walgreens’ sales, marketing and business development departments are prohibited
from interfering with, obstructing, or otherwise exerting control over any Controlled
Substance Compliance Department or Controlled Substance Committee decision-
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FH11185097.1
making. This provision does not apply to an officer or executive to whom both the
Controlled Substance Compliance Department and sales, marketing and/or business
development departments report.
5. To the extent necessary to comply with this section, Walgreens’ Controlled Substance
Compliance Committee shall review, modify, and direct any changes to any
compensation and non-retaliation policies specific to the sale or dispensing of
Designated Controlled Substances.
VI. OVERSIGHT
1. To the extent not already established, within thirty (30) business days of the Injunctive
Terms Implementation Date, Walgreens shall establish a compliance committee,
however titled, that includes representatives from its respective legal, compliance,
pharmacy operations and asset protection departments, however named, to provide
oversight over the CSCP and its compliance with the Injunctive Terms. For the
purposes of reference herein, this committee, however named, shall be referred to as
the “Controlled Substance Compliance Committee.” Walgreens shall maintain its
Controlled Substance Compliance Committee for the duration of the term of the
Injunctive Terms. The Controlled Substance Compliance Director shall be a member
of the Controlled Substance Compliance Committee.
2. Walgreens’ Controlled Substance Compliance Committee shall have quarterly
meetings during which the Controlled Substance Compliance Director shall report on,
and the Controlled Substance Compliance Committee shall review, among other things,
(a) the Prescription Validation Process, including the CSCP Policies and Procedures on
identifying and resolving Patient, Prescriber and Prescription Red Flags; (b) the
training required under the Injunctive Terms; (c) proactive due diligence and site visits;
(d) the Prescriber Review Processes; (e) significant new national and regional diversion
trends involving Controlled Substances; (f) Walgreens’ adherence to the Injunctive
Terms and applicable laws and regulations; and (g) any technology, staffing, or other
resource needs for the CSCP. The Controlled Substance Compliance Committee shall
have access to all CSCP reports described in the following subsection.
3. On an annual basis, Walgreens’ Controlled Substance Compliance Committee shall
provide a written report to the President of the Settling Pharmacy’s Retail Division, the
Chief Financial Officer of the Settlement Pharmacys Retail Division, the Chief Legal
Officer of the Settling Pharmacy’s Retail Division, and the corporate Chief Compliance
Officer, outlining (a) the Settling Pharmacy’s adherence to, and any material
deviations from these Injunctive Terms; (b) the allocation of resources sufficient to
comply with these Injunctive Terms; and (c) any revisions to the CSCP that the
Controlled Substance Compliance Committee has approved. The corporate Chief
Compliance Officer shall determine if and when it is appropriate to make a report to
the Board or any subcommittee thereof, but shall report at least annually.
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FH11185097.1
4. Walgreens, through its Controlled Substance Compliance Department and Committee,
shall, at least once every year, review and oversee any enhancements to the CSCP
Policies and Procedures and systems for dispensing activity that the Controlled
Substance Compliance Committee deems necessary.
5. The Controlled Substance Compliance Committee shall be responsible for the approval
of all material revisions to the CSCP Policies and Procedures, provided that nothing
herein shall prevent Walgreens from implementing changes to the CSCP Policies and
Procedures pending such review and approval.
VII. MANDATORY TRAINING
1. The CSCP Policies and Procedures shall be published in a form and location readily
accessible to all pharmacy and compliance personnel at each of Walgreens’ retail
pharmacy locations in the Settling States. Online availability is sufficient, so long as
pharmacy and compliance personnel have access to a computer with access to the
CSCP Policies and Procedures.
2. Walgreens shall launch training for all existing CSCP Employees, to the extent
practical (for example, accounting for employee leave), on the CSCP Policies and
Procedures required under these Injunctive Terms, including the Prescription
Validation Process and corresponding responsibility. The training shall be launched
within one hundred twenty (120) days of the Injunctive Terms Implementation Date.
All CSCP Employee new hires, to the extent practical, shall be required to participate
in such trainings within sixty (60) days of hiring or six (6) months of the Injunctive
Terms Implementation Date, whichever is later. Walgreens will further require that
every CSCP Employee, to the extent practical, receive such training at least once every
three (3) years for the term of these Injunctive Terms.
3. On an annual basis for the duration of these Injunctive Terms, Walgreens shall test its
CSCP Employees on their knowledge regarding the CSCP Policies and Procedures
required under these Injunctive Terms, including the Prescription Validation Process
and corresponding responsibility.
4. It shall be a part of the CSCP Policies and Procedures and all trainings of all CSCP
Employees required under these Injunctive Terms that pharmacists shall refuse to
dispense Controlled Substances that they believe were prescribed or are being used for
other than a legitimate medical purpose or that they believe were not prescribed by an
individual Prescriber acting in the usual course of his or her professional practice.
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FH11185097.1
5. All trainings required under these Injunctive Terms shall also make clear that (i)
Walgreens’ compensation and non-retaliation policies, including pursuant to these
Injunctive Terms, prevent CSCP Employees from being compensated or penalized in
any way related to revenue or profitability targets or expectations specific to sales of
Controlled Substances; and ii) pharmacists will not be penalized in any way for
exercising their professional judgment to refuse to fill prescriptions for Controlled
Substances pursuant to their corresponding responsibility. To the extent that trainings
designed and launched prior to the Effective Date of these Injunctive Terms do not
reference these policies, they shall be added by the end of 2023.
VIII. THE PRESCRIPTION VALIDATION PROCESS
1. As part of its CSCP, Walgreens shall maintain a Prescription Validation Process in the
CSCP Policies and Procedures, as further described and set forth in this section, that
each pharmacist employed by Walgreens in a Settling State must follow when
dispensing a prescription for a Controlled Substance. The inclusion of an enumerated
Red Flag in these Injunctive Terms shall not be considered, construed, or represented
to be an admission, concession, or evidence of any factual or legal contention related
to such Red Flag. A Red Flag shall not be interpreted to mean that a prescription is, or
is more likely than not, illegitimate and/or not issued in the usual course of professional
practice or treatment.
2. A Red Flag will be considered resolved” if, after further investigation as described
below, and given other facts and circumstances surrounding the prescription, a
pharmacist determines, in his or her professional judgment, that the facts that triggered
the Red Flag do not lead him or her to believe that the prescription was written or is
being submitted for an illegitimate medical purpose or outside the usual course of a
Prescriber’s professional practice.
3. Walgreens’ CSCP Policies and Procedures shall provide that if a pharmacist identifies
any “Patient Red Flags” associated with a Controlled Substances prescription
(described in Section IX(3) below), before filling the prescription the pharmacist must
resolve them; and that the method of resolution falls within the judgment of the
pharmacist and may include reviewing the Patient’s profile and history with the
Settling Pharmacy, calling the Prescriber or Prescribers if appropriate, speaking with
the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the
Patient or Prescriber, reviewing available Prescription Monitoring Program (“PMP” or
“PDMP”) data, and/or reviewing other data or information available to the pharmacist.
4. Walgreens’ CSCP Policies and Procedures shall provide that if forgery or fraud is
suspected, or if the pharmacist identifies any other “Prescription Red Flags” associated
with a Controlled Substances prescription (described in Section IX(4) below), the
pharmacist must resolve the Prescription Red Flags before filling the prescription; and
that the method of resolution falls within the judgment of the pharmacist and may
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FH11185097.1
include reviewing the Patient’s profile and history with Walgreens, calling the
Prescriber or Prescribers if appropriate, speaking with the Patient if appropriate, calling
on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing
available PMP or PDMP data, and/or reviewing other data or information available to
the pharmacist.
5. Walgreens’ CSCP Policies and Procedures shall require that if a pharmacist identifies
any “Prescriber Red Flags” associated with a Controlled Substances prescription
(described in Section IX(5) below), the pharmacist must resolve them before filling the
prescription; and that the method of resolution falls within the judgment of the
pharmacist and may include reviewing any Walgreens records regarding the Prescriber,
calling the Prescriber if appropriate, speaking with the Patient if appropriate, calling on
the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing
available PMP or PDMP data, and/or reviewing other data or information available to
Walgreens.
6. Walgreens’ CSCP Policies and Procedures related to Schedule II Designated
Controlled Substances shall provide that the resolution of all Red Flags identified by
the pharmacist, as well as any prescriptions that were rejected pursuant to Red Flags
identified by the pharmacist, and the reasons why they were rejected, must be
documented by the pharmacist, unless if based on the pharmacist’s pre-existing
knowledge of the Patient or Prescriber. Any such records shall be maintained for the
duration of these Injunctive Terms. To the extent that a Red Flag is resolved based
upon facts or circumstances that are already reflected or documented in Walgreens’
records, further documentation of those facts or circumstances is not required for
resolution of substantially the same Red Flag on subsequent prescriptions. For
example, if a Patient lives fifty-five (55) miles from a Walgreens but works near the
pharmacy and that fact is reflected in pharmacy records, no documentation for the
resolution of the Red Flag addressing the Patient’s distance from the pharmacy is
required in connection with individual prescriptions dispensed for that Patient. A lack
of documentation shall not be interpreted to create a presumption that a pharmacist did
not resolve any identified Red Flags. Nothing in these Injunctive Terms shall require
Walgreens to create a record in those instances where the pharmacist rejects a
prescription when presented without an effort to resolve any red flags, including but
not limited to instances where the pharmacist rejects a prescription for clinical reasons,
or where the pharmacist identifies on the face of the prescription a Prescription Red
Flag (defined in Section IX below) that causes the pharmacist to conclude without
further inquiry that the prescription is invalid.
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FH11185097.1
7. Walgreens’ CSCP Policies and Procedures shall provide that, even if all Red Flags are
resolved, a pharmacist shall reject a prescription if, in his or her professional judgment,
he or she believes that it was written or is being submitted for other than a legitimate
medical purpose and/or was written outside the usual course of an individual
Prescriber’s professional practice.
IX. RED FLAGS
1. Upon request by the Settling States, but no more than annually, and no earlier than four
months after the Injunctive Terms Implementation Date, Walgreens shall provide to
the Settling States a report (the “Annual Data Report”) that sets forth: (1) the total
number of prescriptions for Controlled Substances dispensed annually, aggregated
nationally and by state; (2) the top twenty-five prescribers of Designated Controlled
Substances in each Settling State; (3) the list of prescribers subject to disclosure in
section X.5; (4) the specific process, system, metrics or algorithms (if any) sufficient
to demonstrate the operational system’s ability to identify each category of Red Flag
listed in this section; and (5) the total number of prescriptions that pharmacists at the
Settling Pharmacy refused to dispense using Walgreens’ Good Faith Dispensing
worksheet. The Settling States acknowledge that the Good Faith Dispensing worksheet
documents the resolution of some Red Flags listed in this section, but does not
document the resolution of every Red Flag listed in this section. Upon request, the
State Injunctive Relief Committee may request a reasonable sample of completed Good
Faith Dispensing worksheets. Unless otherwise required by law, if a Settling State
seeks to disclose any data and/or information provided under this provision as part of
a proceeding to enforce these Injunctive Terms or otherwise, it shall first provide ten
(10) days’ notice to Walgreens unless doing so would conflict with applicable law. A
Settling State shall not otherwise disclose or provide any data provided under this
provision to third parties during or after the Term of these Injunctive Terms unless
required to do so by law. If a Settling State is required to disclose or provide any data
under this provision to third parties during or after the Term of these Injunctive Terms,
it shall first provide ten (10) days’ notice to Walgreens unless doing so would conflict
with applicable law. All data and/or information provided under this paragraph shall be
deemed confidential law enforcement material, to the extent state law permits, and shall
not be subject to production unless required by law. Nothing in this paragraph shall be
deemed to prevent a Settling State from sharing this material with other State or federal
law enforcement agencies.
2. Within the three months following the provision of the Annual Data Reports, either
Walgreens or the States Injunctive Relief Committee may propose in writing a meet
and confer to discuss potential changes to the scope of one or more categories of Red
Flags. At such a meeting, Walgreens or the States Injunctive Relief Committee may
provide additional research, information or data available to them beyond that provided
in the Annual Data Reports. For example, Walgreens might propose reducing the
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threshold for triggering a particular category of Red Flag or consolidating certain Red
Flags or subcategories of Red Flags into a single metric, or the States Injunctive Relief
Committee might propose increasing the threshold for triggering a particular Red Flag
or expanding that Red Flag to include multiple subcategories (e.g., number of
prescriptions, distance thresholds).
a. If Walgreens and the States Injunctive Relief Committee agree on such changes
to one or more Red Flags, they shall document those changes in writing and
they shall become a part of these Injunctive Terms for all intents and purposes.
b. If Walgreens and the States Injunctive Relief Committee cannot agree on the
proposed changes during their meeting and confer, the Party seeking the
change(s) to the Red Flag(s) may seek a 5-day mediation of the issue at its own
expense. If the mediation fails to resolve the dispute between the parties, the
party seeking the proposed change(s) may appeal to the National Arbitration
Panel to have the National Arbitration Panel modify the Red Flags on the basis
that the change(s) would be consistent both with avoiding unnecessary material
costs of identifying and resolving Red Flags and materially reducing the
diversion of Controlled Substances. In such a proceeding, the Party seeking the
proposed change(s) may provide evidence from Annual Data Reports or from
other research, data and information.
c. In any such proceedings, there shall be a presumption against imposition of any
proposed Red Flags, or proposed modifications to pre-existing Red Flags, that
have not been identified by the United States Drug Enforcement Administration
(DEA) or other law enforcement agencies tasked with the regulation of
Controlled Substances.
d. The Red Flags required by these Injunctive Terms shall at no point be too
numerous or complex to be reasonably workable for pharmacists in the context
of protecting patient safety, performing corresponding responsibility, drug
utilization review, and their other responsibilities. Any dispute over whether the
Red Flags required by these Injunctive Terms have become too numerous or
complex to be reasonably workable for pharmacists shall be submitted to the
National Arbitration Panel. In the event a dispute is submitted to the National
Arbitration Panel, it shall be Walgreens’ burden to prove that the Red Flag(s)
at issue are overly burdensome and that their burdensome nature outweighs any
public health benefit.
3. Walgreens’ CSCP Policies and Procedures shall direct its pharmacists to treat the
following circumstances as “Patient Red Flags”:
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a. A Patient seeks to fill a Schedule II Designated Controlled Substance
prescription more than three days prior to the contemplated exhaustion date of
an earlier prescription of the same Schedule II Designated Controlled Substance
(e.g., exhaustion of the days’ supply assuming the prescription has been taken
in accordance with the prescribers’ directions on the face of the prescription),
provided the previous prescription was also dispensed by the same Settling
Pharmacy;
b. A Patient seeks to fill a Designated Controlled Substance prescription from a
Prescriber after having filled Designated Controlled Substance prescriptions at
the same Walgreens from more than four other Prescribers, from separate
practices, in a given 6-month period;
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c. To the extent personally known by the dispensing pharmacist, Prescriber has
been the subject of more than ten (10) documented refusals to fill within a six-
month period;
d. A Patient seeks to fill a Designated Controlled Substance prescription after
having filled three other Designated Controlled Substance prescriptions written
by multiple Prescribers with overlapping days of supply at Walgreens’
pharmacies within thirty (30) days;
e. The distance between a Patient’s residence and the Walgreens receiving the
Designated Controlled Substance prescription is farther than 50 miles;
f. The Patient resides more than one hundred (100) miles from the Prescriber who
issued the Designated Controlled Substances prescription;
g. To the extent personally known by the dispensing pharmacist, a Patient seeks
to fill a Designated Controlled Substance prescription after having two other
prescriptions for Designated Controlled Substances subjected to documented
refusals to fill by a Walgreens pharmacist within the past thirty (30) days;
h. A patient pays in cash for a Designated Controlled Substance despite having
prescription drug insurance on file for that medication;
i. Three or more Patients come to the pharmacy together to fill prescriptions for
the same Designated Controlled Substances;
j. A Patient requests a Designated Controlled Substance by its slang or street
description, such as “Mallinckrodt blues,” “M’s” or “the blue pill”; and
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In Walgreens’ sole discretion, for administrative convenience Walgreens may implement this
Red Flag without regard to whether Prescribers are at separate practices, thereby resulting in
more instances in which the flag occurs.
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k. A Patient presenting a prescription for a Designated Controlled Substance
appears visibly altered, intoxicated, or incoherent.
4. Walgreens’ CSCP Policies and Procedures shall direct its pharmacists to treat the
following circumstances as “Prescription Red Flags:”
a. A Controlled Substance prescription fails to meet the requirements of law;
b. A Controlled Substance prescription that appears altered, including but not
limited to, a photocopied prescription or a prescription in which an altering
agent, such as white out, was used;
c. A Controlled Substance prescription written with misspellings suggesting the
prescription may not have been written by a valid Prescriber;
d. A Controlled Substance prescription using atypical abbreviations suggesting
the prescription may not have been written by a valid Prescriber; and
e. A Controlled Substance prescription written with multiple colors of ink or in
multiple different handwritings.
5. Walgreens’ CSCP Policies and Procedures shall direct its pharmacists to treat the
following circumstances as “Prescriber Red Flags:”
a. A Prescriber provides a Patient with prescriptions for all three of a Schedule II
Designated Controlled Substance, a benzodiazepine, and carisoprodol;
b. A Prescriber has no office within fifty (50) miles of the retail pharmacy store
where a Designated Controlled Substance prescription is submitted; and
c. A Prescriber of Designated Controlled Substances uses prescriptions that are
preprinted or stamped with drug type and amount.
X. PRESCRIBER REVIEW
1. Walgreens shall regularly review the prescribing patterns and practices of Prescribers
of Designated Controlled Substances (the “Prescriber Review Process”). The
Prescriber Review Process shall employ algorithms, or other means, to review data on
Walgreens’ retail dispensing for potential Prescribers of concern.
2. Walgreens shall initiate Prescriber Review Process in the following circumstances:
a. Personnel implementing the Prescriber Review Process become aware that
a Prescriber of Designated Controlled Substances located in a Settling State
has been the subject of a blanket refusal to fill by one or more of Walgreens’
retail pharmacy stores in the Settling States;
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b. Personnel implementing the Prescriber Review Process become aware that
a Prescriber of Designated Controlled Substances located in a Settling State
has been charged or indicted with a crime related to prescribing Designated
Controlled Substances by the Federal Government or law enforcement in a
Settling State; or
c. Walgreens has received a Hotline complaint that has been investigated and
substantiated concerning a Prescriber’s illegitimate prescribing of
Designated Controlled Substances.
3. Based on the professional judgment of the employees operating the Prescriber Review
Process, Walgreens may also initiate the Prescriber Review Process when:
a. Personnel implementing the Prescriber Review Process are notified in
writing by law enforcement that a Prescriber of Designated Controlled
Substances located in a Settling State is the target of an investigation
regarding the prescribing of Controlled Substances;
b. A Prescriber of Designated Controlled Substances was flagged for review
by a Walgreens pharmacist in a Settling State (other than through a refusal
to fill or blanket refusal to fill) or by field personnel who supervise
Walgreens’ pharmacies in a Settling State; or
c. A Prescriber of Designated Controlled Substances located in a Settling State
was identified through the running of algorithms on Walgreens’ retail
dispensing.
4. Once Walgreens identifies a Prescriber for further investigation, Walgreens shall
review pertinent and available data or information pertaining to the Prescriber, which
may include interviews or other information gathered in the discretion of the employees
operating the Prescriber Review Process. All data and information collected or created
as part of the Prescriber Review Process shall be maintained by Walgreens for the
length of these Injunctive Terms. When permitted by law, nothing contained in this
Section prevents Walgreens from taking immediate action to Block a Prescriber.
5. If after the Prescriber Review Process those making the decision have not resolved the
circumstances that caused Walgreens to further investigate the Prescriber, then the
Prescriber shall be Blocked from having Controlled Substance prescriptions filled at
Walgreens’ retail pharmacies in the Settling States, when permitted by law. A
Prescriber may have an opportunity at the discretion of Walgreens to seek future
reinstatement by providing information to Walgreens that may resolve its concerns.
Nothing in this Section shall limit the right or ability of Walgreens pharmacists to either
refuse to fill a given prescription or refuse to fill all prescriptions for Controlled
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Substances from a given Prescriber independent of any decision by Walgreens to Block
or not Block a given Prescriber. On written demand, on an annual basis, Walgreens
shall provide to each Settling State the names of and DEA registration or NPI numbers
of Prescribers of Designated Controlled Substances within that Settling State that it has
Blocked. Each Settling State shall provide contact information in order to receive such
information. For each of the Settling States, on an annual basis, Walgreens shall
provide to the Injunctive Relief Committee the number, names and DEA registration
or NPI numbers of Prescribers who were: (a) blocked, and (b) the number of prescribers
who were reviewed but not blocked.
XI. PROACTIVE DUE DILIGENCE AND SITE VISITS
1. During the term of these Injunctive Terms, Walgreens shall conduct periodic proactive
compliance reviews of its retail pharmacy stores in the Settling States to assist with the
identification of potential compliance issues related to the dispensing of Designated
Controlled Substances at its retail pharmacy stores in the Settling States. This may be
satisfied by the use of algorithms, or other electronic means, to analyze data associated
with each pharmacy’s dispensing of Designated Controlled Substances to identify
particular pharmacies for review as required under this Section XI. Documentation of
any resulting reviews shall be maintained by Walgreens and made accessible to all
Controlled Substance Compliance Department personnel upon request for the duration
of these Injunctive Terms.
2. During the term of these Injunctive Terms, Walgreens personnel or qualified third-
party compliance consultants shall conduct site visits to each pharmacy in a calendar
year. These site visits shall at a minimum consist of a review of Controlled Substance
dispensing documentation and recordkeeping; and a review of physical surroundings
and other circumstances for any indications of potential non-compliance with these
Injunctive Terms or the CSCP Policies and Procedures, or any violations of other
applicable laws and regulations related to the dispensing of Controlled Substances.
3. During site visits, Walgreens’ personnel or qualified third-party compliance
consultants shall interview relevant pharmacy employees, if appropriate, about any
potential areas or issues of concern, including potential violations of laws related to the
dispensing of Controlled Substances, the CSCP Policies and Procedures, and these
Injunctive Terms.
4. Walgreens’ personnel or qualified third-party compliance consultants who conduct site
visits shall complete a report reflecting the findings of any site visit pursuant to this
section. This report shall document areas or issues of concern, including potential
violations of law related to the dispensing of Controlled Substances, the CSCP Policies
and Procedures, and these Injunctive Terms.
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5. The site visit reports described above shall be maintained by Walgreens and made
accessible to all Controlled Substance Compliance Department personnel for the
duration of these Injunctive Terms. Upon its request, the States Injunctive Relief
Committee shall be provided sample reports or a report for a particular store.
XII. THEFT AND LOSS PREVENTION
1. In addition to complying with all theft and loss procedures, policies and precautions
required by state and federal law, Walgreens shall maintain for at least three years
information regarding the receipt and disposition of inventory of all Designated
Controlled Substances at each retail pharmacy store.
2. In addition to any other reporting obligations under state and federal law, Walgreens
must provide to each Settling State on a quarterly basis any reports it has made to the
DEA regarding the theft or significant loss of Designated Controlled Substances in
that Settling State pursuant to 21 C.F.R. §1301.76(b). Each Settling State shall
provide contact information in order to receive such reports. There shall be no
obligation to provide these reports to Settling States that receive contemporaneous
reporting of thefts or significant losses of Designated Controlled Substances to a
Settling State’s board of pharmacy.
XIII. REPORTING TO LAW ENFORCEMENT
1. The Settling States shall inform Walgreens to what extent their law enforcement
authorities would like to receive reports, other than those already required by law or
regulation, of any confirmed forged prescriptions. To the extent not already in place,
Walgreens shall implement standard operating procedures directing its employees to
report any confirmed forged prescriptions for Designated Controlled Substances to
those Settling States who have indicated that they want to accept it, within five (5)
days of completing any review of such prescription or conduct. The Settling States
shall provide contact information in order to receive such reports.
2. Walgreens shall document and for at least two (2) years maintain records of any such
reports that are made to Settling States regarding confirmed fraudulent or forged
prescriptions, which are maintained centrally.
XIV. ENFORCEMENT OF INJUNCTIVE TERMS
1. Notice of Potential Violations and Opportunity to Cure.
a. A “Potential Violation” occurs when the Settling State determines, after
appropriate investigation and due diligence, that Walgreens is not in substantial
compliance with a material aspect of the Injunctive Terms. A Potential
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Violation may be for a single retail pharmacy. A violation of this Agreement
is not presumed to occur when a pharmacist, pharmacist technician, or other
field personnel who supervise pharmacists and/or pharmacist technicians
employed by Walgreens violates Walgreens’ CSCP Policies and Procedures.
b. Potential Violation Discovered by Settling State.
i. In the event of a Potential Violation identified by a Settling State, the
Settling State shall notify Walgreens in writing (the “State’s Notice”).
ii. Within thirty (30) days of receipt of the State’s Notice, Walgreens shall
provide a written response to the Settling State. The response shall
include Walgreens’ position as to the act(s) of non-compliance,
including, possibly, a statement setting forth why Walgreens believes it
is in substantial compliance with the relevant provision(s) or a statement
explaining how the Potential Violation has been addressed.
iii. If the Settling State wishes to meet with Walgreens, Walgreens shall
promptly make itself available for such a meeting.
c. If, after review of a written response and any meeting, the Settling State believes
that a Potential Violation is ongoing or has not been substantially addressed, it
will provide written notice to Walgreens and work in conjunction with
Walgreens to devise, within thirty (30) days, a corrective action plan
(“Corrective Action Plan”) to remedy such Potential Violation, including a
reasonable period for implementation of such plan.
d. Within sixty (60) and one hundred twenty (120) days after implementing the
Corrective Action Plan, Walgreens will provide a written compliance update to
the Settling State and make itself available to meet with the Settling State if
requested. If after reviewing the compliance update and any meeting, the
Settling State believes a Potential Violation remains ongoing or has not been
substantially addressed, the Settling State may commence a 30-day mediation
period. If mediation fails to resolve the dispute between the parties, the Settling
State may take whatever action it deems necessary, including but not limited to
bringing an action to enforce these Injunctive Terms, filing a new action
(administrative or civil action) for violation of the Injunctive Terms as allowed
by state law, conducting further investigation, or attempting to negotiate an
updated Corrective Action Plan with Walgreens. But the Settling State may not
seek to reinstate claims that have been released as part of the Settlement
Agreement.
e. If Walgreens fails or refuses to provide a written response, to devise or
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implement a Corrective Action Plan or to provide a compliance update as
required by subsections 1(b), 1(c) and/or 1(d), a Settling State may bring an
action to enforce these Injunctive Terms, filing a new action (administrative or
civil action) for violation of the Injunctive Terms as allowed by state law,
conduct further investigation, or attempt to negotiate an updated Corrective
Action Plan with Walgreens. But the Settling State may not seek to reinstate
claims that have been released as part of the Settlement Agreement.
f. If, after review of a written response and any meeting, pursuant to subsections
1b. or 1c., above, the Settling State concludes that a Potential Violation is not
ongoing or has been substantially addressed, the Settling State will provide
written notice of this conclusion to the Settling Pharmacy within thirty (30) days
of reaching its conclusion.
2. Enforcement Action. Each Settling State agrees that prior to taking any court or
administrative action, other than an action that the Settling State concludes is necessary
to address an immediate threat to the health, safety, or welfare of the citizens of the
Settling State, or that a public emergency requiring immediate action exists, it will
follow the process outlined above. If the Settling State concludes that action is
necessary to address an immediate threat to the health, safety, or welfare of the citizens
of the Settling State or that a public emergency requiring immediate action exists, it
will make best efforts to provide reasonable notice to a Settling Pharmacy prior to
initiating any such action.
XV. COMPLIANCE CERTIFICATION
1. Walgreens’ Controlled Substance Compliance Director shall, after diligent inquiry,
complete an annual compliance certification as set out in Section XV(4).
2. The certification shall be filed annually for the duration of these Injunctive Terms with
a Settling State’s appropriate licensing and/or regulatory agency and its Attorney
General.
3. The certification shall state:
“I understand the compliance requirements and responsibilities as they
relate to [insert name of department], an area under my supervision. My job
responsibilities include attempting to achieve compliance with regard to the
[insert name of department] with all applicable statutory requirements,
obligations of the Injunctive Terms, and applicable policies, and I have
taken steps to promote such compliance. To the best of my knowledge, the
[insert name of department] is in compliance with the obligations of these
Injunctive Terms. I understand that this certification is being provided to
and relied upon by the State of [Settling State].”
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4. If the Controlled Substance Compliance Director is unable to provide such a
certification, the Controlled Substance Compliance Director shall provide a written
explanation of the reasons why he or she is unable to provide the certification outlined
above.
XVI. DATA SHARING
1. Walgreens shall consent to the provision by its distributors of Walgreens’ unblinded
“867 Data” (data sent from the distributor to the manufacturer concerning the sale of
its products to Walgreens) to opioid manufacturers on any particular Designated
Controlled Substances manufactured by them as soon as commercially reasonable and
at no cost to the manufacturers, provided that, pursuant to a prior written agreement
with Walgreens, the opioid manufacturers agree (a) to ensure the confidentiality of the
867 Data, except as required by law; (b) to implement safeguards and procedures to
limit access to and use of the 867 Data, except as required by law; (c) that the 867 Data
shall be used solely for compliance purposes as part of their Suspicious Order
Monitoring programs; and (d) that the 867 Data shall be shared only with specified
personnel and shall not be shared with business or sales personnel.
2. To the extent that Walgreens provide McKesson Corporation, Cardinal Health, Inc., or
AmerisourceBergen Corporation (the "Settling Distributors") with Pharmacy Customer
Data (as defined in the Distributor Injunctive Terms) for use in their Controlled
Substance Monitoring Programs, Walgreens agree that the Settling Distributor(s) may
share such Pharmacy Customer Data with the Monitor appointed pursuant to the
Distributor Injunctive Terms, provided that the Monitor agrees, pursuant to a prior
written agreement with Walgreens, (a) to ensure the confidentiality of the Pharmacy
Customer Data; (b) to implement safeguards and procedures to limit access to and use
of the Pharmacy Customer Data; (c) that the Pharmacy Customer Data is used solely
for the purpose of ensuring the Settling Distributors’ compliance with the Distributor
Injunctive Terms; and (d) that the Pharmacy Customer Data shall be shared only with
specified personnel.
XVII. CLEARINGHOUSE
1. Walgreens will confer with any Settling Distributor that distributes Designated
Controlled Substances to its retail pharmacies and the States Injunctive Relief
Committee for a period not to exceed six (6) months from the Injunctive Terms
Implementation Date to determine: what additional deidentified information, if any, is
needed from Walgreens for a Settling Distributor to perform suspicious order
monitoring; if additional deidentified information is needed, how the Settling
Pharmacy shall provide it to a Settling Distributor; and what information provided by
Walgreens to a Settling Distributor may be deposited by the Settling Distributor into
the Clearinghouse. For the avoidance of doubt “deidentified” does not refer to
Prescribers. If agreements are not reached, the matters in dispute shall be submitted to
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arbitration. Due to patient privacy and legal restrictions and other confidentiality and
commercial concerns, in connection with any meet and confer described above,
Walgreens may not be compelled to provide individual patient-level or prescription-
level data, de-identified or otherwise, to the Settling Distributors.
2. Walgreens and Settling Distributors will also determine whether and in what amount
each Settling Pharmacy will contribute to the cost of the operation of the
Clearinghouse. When Walgreens contributes to the costs of the Clearinghouse, Settling
Pharmacy, Settling Distributors and all other participants in the Clearinghouse shall
determine an equitable amount of Walgreens’ contribution. If agreements are not
reached, the matters in dispute shall be submitted to arbitration.
3. Any data provided by Walgreens to a Settling Distributor and/or the Clearinghouse
pursuant to these Injunctive Terms shall be treated in compliance with state and federal
law, including but not limited to the Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”) and all applicable state and federal privacy laws.
4. No Settling Distributor or other participant in the Clearinghouse shall receive from the
Clearinghouse information specific to Walgreens.
FH11185097.1
EXHIBIT Q
Intentionally Omitted
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EXHIBIT R
Agreement on Attorneys’ Fees, Costs, and Expenses
This Agreement on Attorneys’ Fees, Costs, and Expenses (“Fee Agreement”) is entered between
Walgreens and the Plaintiffs’ Executive Committee appointed in the multidistrict litigation in the Northern
District of Ohio, In re National Prescription Opiate Litigation, No. 1:17-MD-2804 (“MDL PEC”), in
connection with the Walgreens Global Opioid Settlement Agreement (“Walgreens Agreement”). This Fee
Agreement becomes effective on the Effective Date of the Walgreens Agreement or the date that the
Consent Judgments anticipated under the Walgreens Agreement become final in 25 Settling States
(whichever is later).
I. Definitions
A. This Fee Agreement incorporates all defined terms in the Walgreens Agreement, unless
otherwise defined herein, and shall be interpreted in a manner consistent with the Walgreens
Agreement.
B. Applicant.” Any Attorney or MDL Participating Counsel who seeks an award of attorneys’
fees from the Attorney Fee Fund pursuant to the procedures established by the MDL Court and
the Fee Panel.
C. Attorney.” Any of the following retained through a legal contingency fee or hourly fee
contract: a solo practitioner, multi-attorney law firm, or other legal representative of a
Participating Subdivision or MDL Participating Counsel. This does not include Subdivision
in-house attorneys.
D. Attorney Fee Fund.” An account consisting of up to $563,732,518.00 allocated to pay
attorneys’ fees approved pursuant to Section II.B. of this Fee Agreement, established by Order
of and under the ongoing jurisdiction of the MDL Court, as provided below.
E. Common Benefit. Work performed for the benefit of all Participating Subdivisions and Tribal
Nations, including, but not limited to, pretrial matters, discovery, trial preparation, trial,
settlement negotiations, and all other work that advances the interests of the Participating
Subdivisions.
F. Common Benefit Fund.” The sub fund of the Attorney Fee Fund described in Section II.C.
G. Common Benefit Order.” The Ongoing Common Benefit Order (Dkt. #4428) in In re National
Prescription Opiate Litigation, Case No. 1:17-md-2804, any subsequent amendments or
modifications to that order, and any successor orders on Common Benefit.
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H. Contingency Fee Fund.” The sub fund of the Attorney Fee Fund described in Section II.D.
I. Cost and Expense Fund Administrator.” The administrator appointed by the MDL Court on
August 12, 2021 (MDL Docket No. 3828), to administer the Cost Fund and its sub funds as
provided in the Fee Agreement.
J. Cost Fund.” An account consisting $30,000,000, composed of the MDL Direct Cost Fund
and the Subdivision Cost and Expense Fund, as provided below.
K. Court Common Benefit Fund.” The Common Benefit Fund established by the MDL Court in
its orders of July 22, 2021, MDL Docket No. 3794, and May 9, 2022, MDL Docket No. 4428.
L. Fee Entitlement.” Any right, entitlement, or expectation, including but not limited to a fee
contract, contingent fee contract, agreement, referral arrangement, co-counsel arrangement,
State Back-Stop Agreement, or any other arrangement by which counsel could receive
compensation or other consideration. For the avoidance of doubt, the scope of Fee Entitlement
under paragraph II.G.3.a. does not include any Attorneys’ fees associated with representation
of a State.
M. Fee Panel.” The three-person panel appointed by the MDL Court on August 12, 2021 (MDL
Docket No. 3828), to administer and make recommendations for the allocation and distribution
of the Attorney Fee Fund and its sub funds as provided in the Fee Agreement.
N. Later Litigating State.A State that first files a lawsuit bringing a Released Claim against a
Released Entity after December 9, 2022.
O. MDL Court.” United States District Court for the Northern District of Ohio Eastern Division,
Case No. 1:17-md-2804, Judge Dan Aaron Polster.
P. MDL Expense Fund.” The cost fund described in Section II.F below.
Q. MDL Participating Counsel.” MDL Participating Counsel includes an attorney or firm
authorized by MDL 2804 Lead Counsel to perform work for the Common Benefit of
Participating Subdivisions. By way of example, it would include insurance counsel and
appellant counsel.
R. MDL PEC.” The Plaintiffs’ Executive Committee appointed by the MDL Court.
S. Non-Participating Litigating Subdivision.” A Litigating Subdivision that is not a Participating
Subdivision.
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T. Non-Participating State.” A State that is not a Participating State.
U. Participating Litigating Subdivision.” A Litigating Subdivision that is also a Participating
Subdivision.
V. Participation Agreement.” An agreement executed by an Attorney that acknowledges the
obligation to pay an appropriate MDL Common Benefit Assessment.
W. Qualified Tribal Representation. Representation by an attorney of a Participating Tribal
Government regarding Released Claims against Released Entities. Such counsel are eligible
for Common Benefit Fee consideration. The Walgreens Tribal Global Settlement provides for
the contribution to the Common Benefit Fund as shall be determined by the MDL Court.
X. Qualifying Representation.” Legal services provided for representation of the MDL PEC or
Participating Litigating Subdivision regarding Released Claims against Released Entities.
Y. State Back-Stop Agreement.” Any agreement by a Settling State and private counsel for
Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust,
or guarantee attorneys’ fees and costs, whether from the Attorney Fee Fund or any other source
recognized in the agreement or legislation.
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Z. “Subdivision Cost and Expense Fund.” The fund created to pay approved Subdivision and
Tribal Nations costs and expenses as set forth in Section II.E.
AA. Walgreens.Walgreen Co. and all of its respective past and present direct or indirect parents,
subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, and assigns.
II. Fees and Costs
A. Total Attorneys’ Fees and Costs
1. Total attorneys’ fees and costs to be paid by Walgreens to Attorneys under this Fee
Agreement shall be up to, but in no event more than, $593,732,518.00, subject to
the reductions and provisions set forth below. The total attorneys’ fees and costs
consists of up to $563,732,518 for the Attorney Fee Fund, as set forth in Section
II, and $30,000,000 in total for the Cost Fund, divided between the Subdivision
Cost and Expense Fund and MDL Expense Fund, as set forth in Sections II.E and
II.F, respectively. Additionally, Walgreens shall also pay $44,867,483.00 into the
Court Common Benefit Fund as a common benefit fund assessment on the Credit
set forth in Ex. M-3, and shall be paid on the schedule set forth in Ex. M-3. The
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Nothing herein shall be understood to indicate approval for additional State Back-Stop Agreements or
modifications of existing State Back-Stop Agreements.
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Maximum Attorney Fees and Costs, subject to the reductions set forth herein, are
set forth in Ex. M-3 and shall be paid on the schedule in Ex. M-3.
2. If an Eligible State does not join the Agreement by the State Participation Date and
is accordingly not a Settling State, the total attorneys’ fees and costs to be paid
under this Fee Agreement by Walgreens shall be reduced by twelve point four
percent (12.4%) times the Remediation Payment amount that would have been
allocated to that Non-Settling State as set forth in Section IV.B of the Walgreens
Agreement.
3. The total attorneys’ fees and costs to be paid under this Fee Agreement by
Walgreens shall also be reduced by the amount of the Contingency Fee Fund for
Attorneys representing Litigating Subdivisions in any Settling State that do not
participate in the Walgreens Agreement (“Non-Participating Litigating
Subdivisions”), as set forth in Section II.D.4 and II.H.7 below.
4. If Walgreens settles with any Non-Settling State after December 9, 2022, and such
settlement allows for the Subdivision(s) in such Non-Settling State to join the
settlement, Walgreens agrees to withhold from the attorney fee portion of such
settlement a Common Benefit Fund assessment, to be deposited in the Court
Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that
would have been due to such State if it had participated in the Walgreens
Settlement and been awarded its full portion of the Remediation Payment (the
Walgreens State Settlement CBF Assessment”). If Walgreens settles with any
Subdivision(s) in a Non-Settling State other than in connection with a statewide
settlement that includes the relevant State after December 9 2022, then Walgreens
agrees to withhold from the attorney fee portion of such settlement a Common
Benefit Fund assessment, to be deposited in the Court Common Benefit Fund, of
7.5% times the portion of the Remediation Payment that would have been due to
such Subdivision under this Agreement (the Walgreens Subdivision CBF
Assessment,and, along with the Walgreens State Settlement CBF Assessment,
each a Walgreens CBF Assessment”). If (a) Walgreens settles with a Non-Settling
State after December 9, 2022, (b) such settlement does not allow for the
Subdivision(s) in such Non-Settling State to join the settlement, and (c) Walgreens
later prevails in asserting that Released Claims of Primary Subdivisions in such
Non-Settling State were released as a result of such settlement, Walgreens agrees
to deposit the Walgreens State Settlement CBF Assessment in the Common
Benefit Fund. Any Walgreens CBF Assessment is inclusive of any assessment
related to such settlement that would be required by the Common Benefit Order.
To the extent that Walgreens is required to pay any additional and/or separate
assessment on such settlement as a result of the Common Benefit Order, the
Walgreens CBF Assessment shall be reduced by the amount required to be paid
pursuant to the Common Benefit Order.
B. Attorney Fee Fund and Sub Funds
1. The Attorney Fee Fund shall consist of the Contingency Fee Fund and the
Common Benefit Fee Fund. There shall be a split of the Attorney Fee Fund into
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the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40%
to the Contingency Fee Fund and 60% to the Common Benefit Fund.
2. The Cost Fund shall include the MDL Expense Fund and the Subdivision Cost
and Expense Fund. The State Counsel Fee Fund and the State Cost Fund shall be
separate funds under the control of the Settling States .
3. It is the intention of the Parties that the Contingency Fee Fund and the Common
Benefit Fund shall be administered by the Fee Panel appointed under MDL Docket
No. 3828, which will be governed by the provisions of this Fee Agreement and
shall design the process and procedures for the allocation of fees pursuant to this
Fee Agreement and the MDL Court’s Order. The Cost Funds shall be administered
by the Cost and Expense Fund Administrator appointed under MDL Docket No.
3828, who will be governed by the provisions of this Agreement and shall design
the process and procedures for the allocation of costs pursuant to this Agreement
and the MDL Court’s Order.
4. The fees to be paid under this Fee Agreement are available for Attorneys engaged
in Qualifying Representations and Qualified Trial Representations only. Fees to
be paid under this Fee Agreement are not available prior to the Effective Date of
the Walgreens Agreement. Fees to be paid under this Fee Agreement are not
available for representation of States, Non-Participating Subdivisions, or Non-
Litigating Subdivisions and are not available for representation of private
hospitals, third-party payors, NAS claimants, personal injury/wrongful death
claimants, or any entity other than Participating Litigating Subdivisions. In
addition, fees under this Fee Agreement are not available for representation of any
individual or entity in matters other than those claims against Released Entities,
but may include a reasonable share of representations that involve development of
facts for pursuit of opioid-related claims against multiple defendants in the
pharmacy, manufacturing, and distribution chain.
5. In no event shall Walgreens be required to pay more into the Attorney Fee Fund
than the maximum amount specified in paragraph II.A.1. The amounts allocated
to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel
shall be subject to the reductions set forth in Section II.A.2 and the reductions and
refunds set forth below.
6. Awards of fees from the Contingency Fee Fund shall be available to Attorneys
with Qualifying Representations of Participating Litigating Subdivisions eligible
to receive an allocation under the Walgreens Agreement, as set forth in Exhibit G
to the Walgreens Agreement, and shall be made by applying the Mathematical
Model attached as Exhibit “A” to this Fee Agreement. The collection of the data
and calculations for the Mathematical Model has been a cooperative effort among
private counsel for a large number of Litigating Subdivisions. The analysis has
been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is
encouraged to continue working with those counsel in application of the Model.
The Fee Panel shall oversee the application of the Model and resolve any questions
or disputes concerning the eligibility of a Counsel to participate as required in
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Section II.G. The Panel is empowered to hear disputes concerning and ensure the
accuracy of the mathematical calculation.
7. As to awards from the Contingency Fee Fund, there shall be no right of appeal.
8. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be
made to the MDL Court and be reviewed under an abuse of discretion standard.
C. Common Benefit Fund (60% of the Attorney Fee Fund)
1. The maximum potential total Common Benefit Fund payment to be made by
Walgreens into the Attorney Fee Fund is $338,239,510.80, and in no event shall it
exceed that amount. Walgreens’ maximum potential Common Benefit Fund payments
are subject to the reductions set forth in Section II.A.2. for Non-Settling States and to
the adjustments set forth below and, subject to those reductions, shall be paid on the
following yearly schedule:
Walgreens Shall Pay Common Benefit
Year 2
December 31, 2023
$50,373,251.40
Year 3
December 31, 2024
$50,373,251.40
Year 4
December 31, 2025
$59,373,251.40
Year 5
December 31, 2026
$59,373,250.00
Year 6
December 31, 2027
$59,373,250.00
Year 7
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Additionally, Walgreens shall pay $44,867,483.00 into the Court Common Benefit Fund
as a common benefit fund assessment on the Credit set forth in Ex. M-3 and shall be paid on the
schedule set forth in Ex. M-3.
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2. The Common Benefit Fund shall be available to compensate Attorneys engaged in
Qualifying Representations of Participating Litigating Subdivisions and Qualified
Tribal Representation of Tribal Participating Governments who:
a. have performed work for the Common Benefit of all Participating Subdivisions
and/or Tribal Nations consistent with the provisions to the guidelines established
by Judge Polster set forth in MDL 2804 and the Order dated May 1, 2018, under
docket number 358, which is included herein by reference; and
b. satisfy the eligibility criteria set forth in Section II.G.
For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5,
Attorneys representing Tribal Nations litigating against Walgreens have also reached
a settlement for Released Claims with Walgreens, and these settlements are the subject
of agreements with Walgreens. Attorneys are eligible for Common Benefit
consideration provided such agreement with Walgreens became effective under their
terms. Such Attorneys must meet the eligibility criteria in Section II.G.
For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5,
MDL Participating Counsel not engaged in Qualifying Representations of Participating
Litigating Subdivisions but who performed work for the Common Benefit pursuant to
authorization from the MDL Co-Leads and meet the eligibility criteria in Section II.G.
shall be eligible.
3. Walgreens’ Common Benefit Fund payments under this Fee Agreement satisfy any
assessments or withholdings for the Walgreens Agreement that are or could be required
under the Common Benefit Order for Settling States and their Participating
7
For the avoidance of doubt, Walgreens is not required to pay any sums under this Agreement for matters settled
prior to December 6, 2022, other than the $44,867,483.00 payment referenced above.
December 31, 2028
$59,373,250.60
Total
$338,239,510.80
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Subdivisions. The Common Benefit Fund shall be overseen by the Fee Panel, which
shall determine the allocation of funds to eligible Attorneys consistent with this Fee
Agreement and the Common Benefit Order.
4. In assessing the benefits that an Applicant has conferred to Participating Subdivisions
(including non-Litigating Subdivisions) and/or Tribes for purposes of any
compensation decision, the Fee Panel shall give significant weight to the extent to
which (i) the Applicant and his or her clients have contributed to increasing (or
reducing) Subdivision Participation in the Walgreens Agreement as of the Initial
Participation Date, and (ii) the Applicant and his or her clients have contributed to
increasing (or reducing) the amounts achieved under Incentive Payments A-D through
participation in the Walgreens Agreement, including the Walgreens Tribal Agreement.
The Fee Panel shall also consider additional fee recoveries the Applicant may
potentially obtain, including, but not limited to, from attorney fee funds under other
settlement agreements, State Back-Stop Agreements, representations of States or
Tribal Nations, representations of other clients in opioids-related matters, or through
the representation of Subdivision clients, whether they participated in the Walgreens
Agreement or not. It is the intent of this provision to recognize that the goal of the
Walgreens Agreement is to provide for maximum participation by the Subdivisions,
maximum abatement funding for all Subdivisions nationally, and the maximum peace
for Released Entities. Therefore, representing one or more Non-Participating States or
Non-Participating Subdivision does not further the goal of the Walgreens Agreement,
and should not be considered Common Benefit because it does not increase funds
available to Participating Subdivisions abatement programs. Representing one or
more Later Litigating Subdivisions is antithetical to the Walgreens Agreement and
detracts from Common Benefit; the Fee Panel shall consider this concept of “common
detriment” set forth in this paragraph in all of its decision making with respect to the
allocation of the Attorney Fee Fund among Applicants, as well as, in its discretion, any
reductions provided to Walgreens as set forth in Section II.H.
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The Fee Panel shall
consider the totality of the Applicant’s Participating Litigating Subdivisions as
compared to the Applicant’s Non-Participating Litigating Subdivisions; the Parties
recognize that, although the goal is for 100% participation, Applicants with a greater
number of clients have a greater probability of having one or more Non-Participating
Litigating Subdivisions. As used in this paragraph II.C.4, “client” or “representing” a
Subdivision shall include any Litigating Subdivision as to which the Applicant has a
Fee Entitlement.
5. As set forth in Section II.H, the Fee Panel must consider the factors described in
paragraph II.C.4 to determine how and whether to reduce the amounts to be paid by
Walgreens under this Fee Agreement and to determine how to allocate funds among
Applicants. They may also, at their discretion, consider other factors. Any reduction
in payment obligation or credit to be given Walgreens in this Fee Agreement shall be
applied against the last Payment Year and then working backwards. Any reduction to
an Applicant not credited to Walgreens shall be allocated to attorneys whose Litigating
Subdivision clients participated in the settlement by the Initial Participation Date.
8
Notwithstanding any provisions set forth herein, it is expressly understood and agreed that continued
representation of CT-3 Bellwether jurisdictions, Lake County or Trumbull County, shall not be considered by the
Fee Panel as common detriment or adverse to the stated purposes of the Master Settlement Agreement and will not
in any way prejudice counsel in seeking common benefit for the work related to the representations of these counties
or in any other respect.
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D. Contingency Fee Fund (40% of the Attorney Fee Fund)
1. The maximum potential total Contingency Fee Fund payment to be made by Walgreens
into the Attorney Fee Fund is $225,493,007.20, and in no event shall it exceed that
amount. Walgreens’ maximum potential Contingency Fee Fund payment shall be
subject to the reductions set forth in Section II.A.2 for Non-Settling States and to the
adjustments set forth below and, subject to those reductions, shall be paid on the
following yearly schedule:
Walgreens Shall Pay Contingency Fee Fund
Year 2
December 31,
2023
$33,582,167.60
Year 3
December 31,
2024
$33,582,167.60
Year 4
December 31,
2025
$39,582,167.60
Year 5
December 31,
2026
$39,582,168.00
Year 6
December 31,
2027
$39,582,168.00
Year 7
December 31,
2028
$39,582,168.00
Total
$225,493,007.20
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2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in
Qualifying Representations of Participating Litigating Subdivisions that meet the
criteria set forth in Section II.G.
a. The Contingency Fee Fund shall be available to Attorneys who represent Litigating
Subdivisions that are Participating Subdivisions, whether their actions are filed in
state or federal court, and meet the eligibility criteria of Section II.G.
b. Participation in the Contingency Fee Fund by counsel that have a case that is not
subject to the jurisdiction of the MDL Court shall not create, provide, or waive
jurisdiction of the MDL Court over that Litigating Subdivision, that case or
Attorneys, other than to oversee the fairness of the distribution process, and
enforcement of this Fee Agreement.
3. The amount owed by Walgreens to the Contingency Fee Fund shall be reduced to
reflect the non-joinder of Litigating Subdivisions in Settling States by subtracting the
amounts identified by the Fee Panel, pursuant to paragraph II.H.7, that would have
been owed to counsel for Non-Participating Litigating Subdivisions in Settling States
had such Litigating Subdivisions been Participating Subdivisions.
4. In the event that after the date of the Walgreens Agreement, Walgreens, prior to the
Effective Date of the Walgreens Agreement, settles with any Litigating Subdivision
that would have been eligible to participate in the Settlement Agreement, and, under
such settlement agreement pays attorneys’ fees, the Fee Panel shall treat those
Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same
criteria applicable to all Attorneys for Participating Litigating Subdivisions, determine
what amount they would have been paid from the Contingency Fee Fund if they had
become Participating Subdivisions under the Walgreens Agreement without such prior
settlement. That sum, rather than being paid to the Attorney for the previously settling
Litigating Subdivision, shall be returned to Walgreens, except that such refund shall
not be greater than the amount paid to the Attorneys under the Litigating Subdivision’s
prior settlement agreement.
E. Subdivision Cost and Expense Fund
1. Walgreens shall pay $22,500,000 into the Subdivision Cost and Expense Fund on
the schedule set forth below.
Cost Fund
Year 2
December
31, 2023
$11,250,000
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Year 3
December
31, 2024
$11,250,000
2. The Subdivision Cost and Expense Fund shall be available to compensate
Attorneys for costs and expenses arising out of representation of Participating
Litigating Subdivisions. No funds in the Subdivision Cost and Expense Fund may
be used to compensate the costs incurred by Non-Participating Subdivisions or
Non-Litigating Subdivisions or costs and expenses arising out of representation of
any such Subdivision. In allocating the Subdivision Cost and Expense Fund, the
Administrator shall not allocate any funds for costs incurred after December 9,
2022.
3. During the period between December 9, 2022 and the Effective Date of the
Walgreens Agreement, the MDL PEC, as well as Litigating Subdivisions eligible
to claim costs from the Subdivision Cost and Expense Fund, shall make best efforts
to cease litigation activity against Walgreens, including by jointly seeking stays or
severance of claims against Walgreens, where feasible, or postponements if a
motion to stay or sever is not feasible or is denied, so long as such actions are not
otherwise detrimental to the Litigating Subdivision.
4. In the event that Walgreens, prior to the Effective Date of the Walgreens
Agreement, settles with any Litigating Subdivision and, under such settlement
agreement, pays costs to the Litigating Subdivision or its Attorney, the MDL
Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as
Participating Litigating Subdivisions and, using the same criteria applicable to all
applicants to the Subdivision Cost and Expense Fund, determine what amount in
costs the Litigating Subdivision or its Attorney would have been paid from the
Subdivision Cost and Expense Fund if they had settled under the Walgreens
Agreement. That sum, rather than being paid to the Attorney or the previously
settling Litigating Subdivision, shall be credited and/or returned to Walgreens,
except that such sum shall not be greater than the amount paid under the
previously settled Litigating Subdivision’s settlement agreement.
5. The Cost Fund shall be administered by the Cost Fund and Expense Fund
Administrator (MDL Docket No. 3828), who will be governed by the provisions
of this Agreement and shall design the process and procedures for the allocation
of costs pursuant to this Agreement and the MDL Court’s Order.
6. The costs of the Cost and Expense Fund Administrator shall be paid from the Cost
Fund and allocated by the Cost and Expense Fund Administrator between the MDL
Direct Cost Fund and the Subdivision Cost and Expense Fund to fairly charge each
fund the cost incurred in implementing and supervising the specific fund.
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7. The Cost and Expense Fund Administrator shall set the process and procedures for
submission of and criteria for applications for payment of Subdivisions’ and Tribal
Nations’ costs and expenses. The Cost and Expense Fund Administrator shall
receive and evaluate applications from Participating Litigating Subdivisions and
litigating Tribal Nations, whether filed in Federal Court or State Court, to seek
reimbursement for eligible costs under Section II.E.2 in pursuit of claims against
Walgreens. The process shall require a showing that the costs or expenses sought
were reasonably incurred in furtherance of active litigation of a designated state or
federal bellwether trial-set case, or Common Benefit. The Cost and Expense Fund
Administrator shall require transparency from all applicants as to any other sources
for compensating Attorneys for Subdivisions and Tribal Nations for costs incurred.
If funds remain after the reimbursement of approved out-of-pocket costs, the Cost
and Expense Fund Administrator may consider reasonable and appropriate
payment for client time, costs, or expenses incurred by recognized trial bellwether
plaintiffs. At the conclusion of the process, any funds not allocated by the Cost
and Expense Fund Administrator shall be transferred to the Common Benefit Fund
established in this Exhibit R.
8. In the event that States and Subdivisions enter into an additional global settlement
with a party or parties other than Walgreens that is (a) under the jurisdiction of the
MDL Court in MDL No. 2804, (b) creates a separate cost fund, and (c) unless the
parties agree to another date, such agreement has an effective date prior to June
30, 2023, the Cost and Expense Fund Administrator shall have the authority to
aggregate the Cost Fund with the cost fund created under that global settlement
agreement. The Cost and Expense Fund Administrator shall have the authority to
address the appropriate procedures and required information to allow the costs to
be funded from the appropriate cost fund or shared by two or more cost funds;
provided, however, that the Subdivision Cost and Expense Fund shall remain
subject to the requirements set forth in Section II.E.2. For the avoidance of doubt,
the Subdivision Cost and Expense Fund is available only to compensate Attorneys
for costs and expenses arising out of representation of Participating Litigating
Subdivisions, and no funds in the Subdivision Cost and Expense Fund may be used
to compensate the costs incurred by Non-Participating Subdivisions or Non-
Litigating Subdivisions or costs and expenses arising out of representation of any
such Subdivision.
F. MDL Expense Fund
1. Walgreens shall pay $7,500,000 into the MDL Expense Fund on the schedule set
forth below.
MDL Expense Fund
Year 2
$3,750,000
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December
31, 2023
Year 3
December
31, 2024
$3,750,000
2. The MDL Expense Fund shall be released following the Effective Date of this Fee
Agreement without any delay to reimburse the MDL Counsel for an agreed-to
portion of the expenses incurred, as approved by the Cost and Expense Fund
Administrator. The sum deposited into the MDL Expense Fund will be paid
directly to the MDL Opiate Capital Account. No funds may be used to compensate
the costs incurred by Non-Participating Subdivisions or Non-Litigating
Subdivisions, or to compensate any Attorney for costs incurred in representing one
or more Non-Participating Subdivisions or Non-Litigating Subdivisions.
3. In allocating the MDL Expense Fund, the Administrator shall not allocate any
funds for costs incurred after December 9, 2022, unless the Administrator
determines that there are sufficient funds to cover all Subdivision costs incurred
prior to December 9, 2022 and that special circumstances exist to justify costs
incurred following the public announcement of the Walgreens Agreement,
including reasonable costs related to the implementation of the Walgreens
Agreement.
G. Eligibility
1. It is the intention of all parties participating in the Fee Panel process that there should
be total transparency to the Fee Panel and to all fund participants. In connection with
the process to be developed by the Fee Panel, any and all monies in attorney’s fees
received or awarded, including prior or future Contingency Fees, Common Benefit
Fees, referral fees, expenses paid, promises for payment, or any other Fee Entitlement,
to any Applicant in any opioid litigation shall be disclosed to the Fee Panel as a
condition of participating in the Attorney Fee Fund and prior to an award from the Fee
Panel. Any payment, expectation of payment or perceived entitlement to participate
in a State Back-Stop Agreement or any other agreement reached with a Settling State
or any Subdivision or any other source regarding payment of fees must be disclosed to
the Fee Panel. Similarly, any right to payment from any other fund, for example a fund
for payment to lawyers representing Settling States or Tribal Nations or Subdivisions
shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple
firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel
shall establish procedures, with input from Attorneys for Participating Litigating
Subdivisions, for which party or parties should petition for fees from such groups and
to whom the fee shall be paid and thereafter distributed to co-counsel in accordance
with applicable agreements. For the avoidance of doubt, all Attorneys that are part of
such groups must meet the eligibility criteria in paragraph II.G.3, must be subject to
the criteria set forth in paragraph II.C.4, and must be disclosed to the Fee Panel.
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2. An Applicant may apply for and recover attorneys’ fees from the Common Benefit
Fund, the Contingency Fee Fund, and any fund created by a past or future State Back-
Stop Agreement, provided the Applicant satisfies the requirements relevant to each
such fund and requirements for disclosure to the Fee Panel.
3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes
both the Contingency Fee Fund and the Common Benefit Fund) unless the following
eligibility criteria are met and annually certified by the Attorney:
a. The Attorney must expressly waive the enforcement against the Litigating
Subdivision client of all Fee Entitlements (other than under State Back-Stop
Agreements) arising out of or related to any or all Qualifying Representations of
any Participating Litigating Subdivision prior to applying for attorneys’ fees from
the Attorney Fee Fund. All applications for attorneys’ fees under this Fee
Agreement shall include an affirmation by the Attorney of such waiver and notice
to the client(s) of such waiver. Such waiver shall not preclude the Attorney from
submitting such Fee Entitlements to the Fee Panel as a factor for consideration in
allocating payments from the Attorney Fee Fund or in connection with a State
Back-Stop Agreement. For the avoidance of doubt, no Attorney may recover fees
under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee
Entitlements as to each and every Participating Litigating Subdivision represented
by that Attorney, but such Attorneys may participate in and receive funds from a
State Back-Stop Agreement.
b. The Attorney must represent that s/he has no present intent to represent or
participate in the representation of any Later Litigating Subdivision or Later
Litigating State with respect to Released Claims against Released Entities.
c. The Attorney must represent that s/he has not and will not engage in any
advertising or solicitation related to Released Claims against Released Entities
where such advertising or solicitation relates to a representation of a Subdivision
eligible to be a Participating Subdivision after the Reference Date unless the
Attorney is recommending participation in the Agreement..
d. The Attorney must represent s/he will not charge or accept any referral fees for any
Released Claims brought against Released Entities by Later Litigating
Subdivisions or Later Litigating States. This representation shall not prohibit
Attorneys from receiving allocated shares of any future common benefit
assessments arising out of settlements or judgments with Later Litigating
Subdivisions or Later Litigating States that are the result of the MDL Court’s
Common Benefit Order.
e. The Attorney may not have and must represent that s/he does not have a Fee
Entitlement related to a Later Litigating Subdivision or Later Litigating State, other
than a potential Common Benefit Fee.
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f. The Attorney must fully disclose the participation, or the anticipation of
participation, in any agreement with a Settling State or Participating Subdivision
concerning fees arising out of or related to the Walgreens Agreement, including
any fees paid or anticipated to be paid or any State Back-Stop Agreement.
g. The Attorney must identify for the Fee Panel whether s/he utilized state litigation
work product or MDL work product, including but not limited to ARCOS data,
document repositories, experts developed in the MDL, trial transcripts, or
deposition transcripts. The Attorney must identify whether s/he signed the MDL
Participation Agreement.
h. Any Attorney who applies for fees from one or both Funds must represent that,
having exercised his/her independent judgment, s/he believes the Walgreens
Agreement to be fair and will make or has made best efforts to recommend the
Agreement to his or her Subdivision clients in Settling States. For avoidance of
doubt, each Attorney is expected to exercise his or her independent judgment in
the best interest of each client individually before determining whether to
recommend joining the settlement. All applications for attorneys’ fees or costs
under this Section shall include an affirmation by the Attorney in compliance with
this Subsection.
4. No Attorney receiving fees under this Fee Agreement may apply for or recover from
the Attorney Fee Fund fees arising from representing a Non-Settling State or a Non-
Participating Subdivision, provided, however, that this provision is not intended to
prohibit Attorneys who do not represent or otherwise have a contractual agreement
with such Non-Settling State or Non-Participating Subdivision from receiving
allocated shares of any future common benefit assessments that arise out of settlements
or judgments involving such Non-Settling State or Non-Participating Subdivision. All
applications for attorneys’ fees under this Section shall include an affirmation by the
Attorney of compliance with this Section.
5. An Attorney who has filed an application under this section and received an award of
attorneys’ fees shall provide a certification of compliance with the Sections of this Fee
Agreement annually during the years upon which they are still entitled to receive
attorneys’ fee payments under this Agreement. This certification will be done as
directed by the Panel.
6. If, at any time, the Attorney is unable to make the representations set forth in this
Section, such representations become untrue, or the Attorney falsely represents
compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive
funds from the Attorney Fee Fund until further review by the Fee Panel of the
Attorney’s eligibility under and compliance with this Section II.
7. If an Attorney has a Fee Entitlement with a Later Litigating Subdivision or Later
Litigating State or otherwise becomes unable to reaffirm compliance with the
eligibility criteria set forth above, the Attorney shall notify the Fee Panel. For the
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avoidance of doubt, any Attorney who undertakes any new representation of, or has a
Fee Entitlement with, a Later Litigating Subdivision or Later Litigating State shall be
prohibited from receiving any future funds from the Attorney Fee Fund and be subject
to additional obligations as set forth in Subsection 8 below.. If an Attorney fails to
notify the Fee Panel of such Fee Entitlement with a Later Litigating Subdivision or
Later Litigating State, the Attorney shall be required to refund amounts previously
paid. The Fee Panel shall notify Walgreens when it receives notification.
8. To the extent an Attorney who has received compensation from the Attorney Fee Fund
based on Qualifying Representations of Participating Litigating Subdivisions under the
Walgreens Agreement represents a Later Litigating Subdivision or Later Litigating
State, such Attorney shall be obligated to refund such amounts received as
compensation from the Attorney Fee Fund to Walgreens. Walgreens or such Attorney
may bring any dispute as to whether such Attorney shall be obligated to refund such
amounts received from the Attorney Fee Fund to Walgreens, to the Fee Panel. Nothing
herein shall require a multi-attorney law firm that has received compensation from the
Attorney Fee Fund to refund such amounts if an attorney of the firm that is no longer
affiliated with such law firm, after such departure, represents a Later Litigating
Subdivision or Later Litigating State, provided that (a) neither the law firm nor any of
its other attorneys have any contractual or financial arrangement regarding, stand to
benefit directly or indirectly from, or directly or indirectly provide financial or other
support of any kind to, the former attorney’s representation of the Later Litigating
Subdivision or Later Litigating State and (b) if the former attorney was a partner or
owner of the multi-attorney law firm at the time that the law firm received
compensation from the Attorney Fee Fund, the former attorney shall be obligated to
refund such amounts as the former attorney earned as a result of the compensation that
the law firm received from the Attorney Fee Fund.
9. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on
its initial application or subsequent recertification), the Fee Panel shall provide notice
to the Attorney and give the Attorney 30 days to provide additional information such
that the Fee Panel could re-consider the Attorney’s eligibility.
10. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision
and is authorized to bring Released Claims against Released Entities, but such
authorization is, in scope, less broad than the category of Released Claims set forth in
the Walgreens Agreement, such Attorney may participate fully in both the Contingency
Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee
Panel due to the scope of the authorization, so long as the Participating Subdivision
fully releases all Released Claims against Released Entities.
11. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be
bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth
in this Fee Agreement, and waive the ability to assert the lack of enforceability of the
allocation reached through the procedures outlined herein.
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12. Applicants are under an ongoing obligation to inform the Fee Panel in writing of any
additional fees earned, expected, or received related to any Opioid litigation throughout
the period of the Fee Panel’s operation.
H. Calculation of Amounts Due
1. The Fee Panel shall be solely responsible for determining the amount of fees to be paid
to each Applicant. None of the Released Entities shall have any responsibility,
obligation, or liability of any kind whatsoever with respect to how attorneys’ fees are
calculated under this Section, except that the Fee Panel may receive information from
Walgreens as to (a) the identity of Participating, Non-Participating, Litigating, Later
Litigating, and Non-Litigating Subdivisions; (b) the impact of non-participation by a
Litigating Subdivision as is relevant to the Fee Panel’s determination in paragraph
II.C.4; and (c) such other information as Walgreens may voluntarily elect to provide.
2. The Fee Panel shall establish procedures for making determinations under this Fee
Agreement consistent with this Fee Agreement and orders of the MDL Court. Such
procedures may include submission of documentary and/or other evidence, interviews
with Applicants and/or other counsel (including counsel for Walgreens) that the Fee
Panel deems appropriate, and/or other means of creating a record upon which fee
awards will be based.
3. In making determinations under this Fee Agreement, the Fee Panel must apply the
eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set
forth in Section II. The Fee Panel shall ensure that payments are only made for
Qualifying Representations of Participating Litigating Subdivisions. In addition, the
Fee Panel will give consideration in regard to Common Benefit Fund awards to the
Johnson factors, as well as the following factors (which factors may be applied and
given relative weight in the Fee Panel’s discretion):
a. The Applicant’s contemporaneously recorded time and labor dedicated to
Qualifying Representations along with the Applicant’s financial commitment to
such Qualifying Representations. Claimed “time” will not be automatically
accepted by the Fee Panel but will be critically reviewed and given substantially
more weight and consideration if such time was subject to the audit process
described in any Pretrial Order(s) governing the collection of common benefit
time;
b. The novelty, time, and complexity of the Qualifying Representations;
c. The skill requisite to perform legal services properly and undesirability of the case;
d. The preclusion of other employment by the Applicant due to time dedicated to
Qualifying Representations;
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e. The Common Benefit, if any, alleged to have been conferred by the Applicant and
whether such Common Benefit work product by that Applicant was used by others
in parallel litigations against Released Entities whether within or outside the MDL,
provided that any Applicant claiming that s/he substantially benefited cases other
than those in which s/he entered an appearance as counsel must substantiate such
claims by proffering factual support, such as proper supporting affidavits or other
documents as determined by the Fee Panel with input from Attorneys for
Participating Litigating Subdivisions;
f. Any “common detriment,” as set forth in paragraph II.C.4;
g. Any contingent fee agreement or other Fee Entitlement with Participating
Subdivisions, enforcement of which, except for State Back-Stop Agreements, are
waived in conjunction with the application, the nature and extent of any work for
those Participating Subdivisions, whether such Participating Subdivisions actively
litigated and, if so, the nature and procedural history of such case(s);
h. The experience, reputation, and ability of the Applicant;
i. Whether the Applicant’s clients brought Released Claims against Released
Entities;
j. The status of discovery in cases primarily handled by the Applicant;
k. The nature of any work by the Applicant on “bellwether” cases or cases that were
similarly active in litigation;
l. Any pressure points successfully asserted by the Applicant in cases against
Walgreens or any risk for Walgreens created by the Applicant in cases against
Walgreens;
m. Any risk for defendants created by Applicants in cases against Walgreens;
n. Successful and unsuccessful motion practice in cases worked on by the Applicant;
o. The date of filing of any cases filed by the Applicant;
p. Obtaining consolidation of the litigation in the Applicant’s jurisdiction;
q. The number and population of entities represented by the Applicant and the fees
that would have been awarded under extinguished contingent fee arrangements;
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r. Whether the Applicant’s clients brought claims against Walgreens prior to the
announcement of this settlement on December 9, 2022;
s. Whether the Applicant has had a leadership role in the litigation, whether in state
or federal court;
t. Whether the Applicant has had a leadership role in any negotiations aimed at
resolving the litigation;
u. Whether the Applicant’s cases have survived motions to dismiss;
v. The extent to which the Applicant contributed to the work product used for the
common benefit of opioids litigants, including, without limitation, work on
ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions,
document production and analysis experts, motions, briefs and pleadings, trial
preparations, and trials;
w. The extent to which litigation occurred prior to and contributed to completion of
settlement negotiations, as distinct from litigation that occurred after the
announcement of the Walgreens Agreement on December 9, 2022, such latter
litigation both being of less value and, the case of litigation filed after the
announcement of the Walgreens Agreement on December 9, 2022, resulting in a
common detriment to the settlement process, which in both cases should be viewed
less favorably; and
x. Any other factors that the Fee Panel finds to be appropriate to consider after input
from Applicants to the Attorney Fee Fund.
4. It is possible that the States and Subdivisions that are litigating Opioid cases will enter
additional settlements in close proximity of the time for processing the Walgreens
Agreement. If there are additional settlements and these settlements create a Common
Benefit Attorney Fee Fund to be administered by the Fee Panel, the Fee Panel may:
a. Consolidate the Common Benefit approval process to include evaluation of all
Common Benefit Applications for all settlements entered after November 14,
2022;
b. Determine the fair and equitable allocation of the Aggregate Common Benefit Fees
that come after December 9, 2022, including consideration of beneficial or
detrimental actions taken with respect to any Settling Defendant contributing to
the Common Benefit Attorney Fee Fund;
c. Give consideration to the amount and timing of each settlement, including the
amount and timing of Common Benefit Fees;
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d. The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the
Settlements in Allocating the Common Benefit Fees provided for in the Settlement;
and
e. Be guided in their work by the Orders of the Court related to Fees and Costs.
5. The Fee Panel shall develop procedures for receiving a single application, which may
be updated or amended based on new information (such as participation by additional
Litigating Subdivisions) from each Applicant seeking compensation from each sub
fund of the Attorney Fee Fund pursuant to processes and procedures developed by the
Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for
attorneys’ fees not included on the single application or through the
updating/amendment process designed by the Fee Panel shall be deemed waived. For
purposes of transparency and to permit the Fee Panel to conduct its work, the
application from each Applicant shall, at a minimum, require each Applicant to:
a. Identify all Litigating Subdivisions for which s/he is seeking payment from the
Attorney Fee Fund;
b. Identify all Subdivisions in both Settling and Non-Settling States (and, where
applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with
respect to Relevant Claims against Released Entities, and identify all co-counsel
in such cases;
c. Identify which of those Subdivisions are Participating Subdivisions and which are
not (with similar information for Tribal Nations, where applicable);
d. Specify the specific fund or funds within the Attorney Fee Fund from which the
Attorney is seeking compensation;
e. Demonstrate his or her eligibility for compensation from the relevant sub funds
within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub
fund;
f. Identify any and all Fee Entitlements from representations of States, Tribal
Nations, or other plaintiffs related to Released Claims against Released Entities or
in opioids-related matters;
g. Notwithstanding “a-f” above, the Panel may consider a supplemental application
if the Applicant shows good cause why circumstances exist that will lead to
consideration for additional Common Benefit award. Examples would include,
but are not limited to, an Applicant having Non-Participating Litigating
Subdivision clients that subsequently become Participating Subdivisions, a Bar
Date passes that increases participation or an Allocation Agreement is reached.
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6. With respect to the Common Benefit Fund, the Fee Panel shall (subject to any
applicable MDL Court Order):
a. Review the applications of all Applicants seeking compensation from the Common
Benefit Fund, including determining eligibility for each Applicant as set forth in
Section II.G.
b. Using criteria set forth in Sections II.C and II.G, allocate amounts from the
Common Benefit Fund to eligible Applicants, including payment amounts for each
Payment Year. In making such allocations, the Panel shall apply the principles set
forth in paragraph II.C.5 to the amounts paid to Applicants with a Common Benefit
Fee Entitlement.
7. With respect to the Contingency Fee Fund, the Fee Panel shall:
a. Review the applications of all Attorneys seeking compensation from the Litigating
Subdivision Fee Fund, including determining eligibility for each Attorney as set
forth in Section II.G.
b. Apply the Mathematical Model in Exhibit A.
c. Use such allocations to determine refund amounts owed to Walgreens from the
Attorney Fee Fund, and inform Walgreens and the MDL PEC of all such
adjustments.
8. To the extent that there is a dispute about the calculations of the Fee Panel related to
the amount that Walgreens is required to pay (including application of any reductions
or refunds under this Fee Agreement), such disputes shall be presented to the Fee Panel
and any disputed funds be paid into/held in escrow. The Fee Panel shall resolve such
disputes expeditiously, with either Party having the right to seek review from the MDL
Court.
9. For purposes of determination of fee or cost awards, allocations, reductions, and
possible reversions under this Fee Agreement, unless specified otherwise a Subdivision
will be considered a Non-Participating Subdivision if it is not a Participating
Subdivision as of the deadline for the application for the fee at issue (or, if the
determination does not involve a specific application, the date on which the record for
such determination closes).
10. In the event that the Fee Panel, through the use of the Mathematical Model set forth in
Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a
Qualifying Representation of a Participating Litigating Subdivision and that
Subdivision is in a Settling State in which the Consent Judgment has not been
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approved, such funds shall be placed into escrow until the Consent Judgment is
approved, after which time they shall be released.
I. Miscellaneous
1. The Fee Panel shall charge an hourly rate approved by the Court. The Pre-Effective
Date costs associated with the Cost and Expense Fund Administrator shall be paid from
funds in the Cost Fund. Post-Effective Date, the cost of the Fee Panel shall be charged
against the applicable Fee Fund based on allocation by the Fee Panel and shall not be
otherwise funded by Walgreens.
2. The MDL PEC will seek, and the Attorneys General for Settling States and the
Walgreens will not oppose, a Common Benefit Fee Order requiring an assessment of
7.5% on the gross recovery (by judgment or settlement) of any Non-Participating
Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC
firm, represented by any Attorney receiving fees from the Common Benefit Fund,
represented by any Attorney that signed a Participation Agreement or had been paid in
a case otherwise under the jurisdiction of the MDL Court.
3. The MDL PEC shall provide to Walgreens information the PEC has that identifies
Attorneys who represent Litigating Subdivisions who are not Participating
Subdivisions and who have an obligation to pay a common benefit assessment, either
due to the MDL Court’s orders or pursuant to a Participation Agreement.
4. The MDL PEC and Walgreens agree that it is a conflict of interest for an Attorney that
had represented a Participating Subdivision to represent a Later Litigating Subdivision
or Later Litigating State. This Subsection shall be enforceable to the extent permitted
by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional
Conduct in the relevant jurisdictions. The MDL PEC represents that it will comply
with this provision in the case of the Walgreens Agreement until the Effective Date of
the Walgreens Agreement, as well as thereafter, if the Walgreens Agreement proceeds.
5. Participating Subdivisions agree to instruct their counsel to treat information, work
product and expert materials as confidential under Rule 1.6 of the ABA Model Rules
of Professional Conduct. Accordingly, an Attorney shall not share information or work
product with, or experts or materials to, non-participants (other than the Attorney’s
own current clients or their lawyers, consultants, experts or other representatives or
agents). However, nothing herein shall prevent MDL Leadership or PEC Counsel from
fulfilling their obligations in any MDL and the MDL Court Order.
III. Miscellaneous
A. Termination. If the Walgreens Agreement does not proceed past the Reference Date, whether
because Walgreens does not determine to proceed or for any other reason, this Fee Agreement
shall be null and void, Walgreens shall have no obligation to make any payments under this
R - 23
Fee Agreement, and Walgreens and the MDL PEC shall take such steps as are necessary to
restore the status quo ante.
B. MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the
Walgreens Agreement. This Fee Agreement shall also be submitted by Walgreens and the
MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be
attached.
1. In the event that the MDL Court, through an order, makes any change to the amounts
potentially to be paid by Walgreens under this Fee Agreement, makes any change to
the Fee Panel’s consideration of the factors set forth in paragraph II.C.4, or any other
material change to the draft Order attached as part of Exhibit B or the terms of this Fee
Agreement, Walgreens and the MDL PEC shall meet and confer concerning such
changes. The MDL Court shall have no authority to increase the payments made by
Walgreens related to fees and costs beyond the amounts described in this Fee
Agreement.
2. If Walgreens and the MDL PEC are unable to reach agreement and revisions to this
Fee Agreement, this Fee Agreement shall be null and void, Walgreens shall have no
obligation to make any payments under this Fee Agreement, and Walgreens and the
MDL PEC shall take such further steps as are necessary to restore the status quo ante.
C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this
Fee Agreement can only be amended by (1) written agreement of Walgreens and the MDL PEC
and (2) approval by the MDL Court.
D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction
over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL
PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations
of Walgreens as set forth in this Fee Agreement and as to Attorneys making application to the
Funds under this Fee Agreement. Solely for purposes of assessing or allocating common
benefit fees, the MDL Court will continue to have jurisdiction over the work product developed
in the MDL Court by and under the direction of the MDL PEC with respect to claims against
Walgreens, including data and documents, depositions, expert reports, briefs and pleadings;
and the MDL Court’s protective orders, management orders, and other decisions regarding
such discovery and other work product, including but not limited to, conditions on its use, will
continue in full force and effect. Nothing in this paragraph authorizes the MDL Court to act
contrary to this Agreement or to share any of the work product, or provides the MDL Court
with jurisdiction over the Walgreens Agreement.
1
Description of Mathematical Model for the Allocation of the Contingency Fee Funds
Walgreens Settlement Agreement
This document describes the Mathematical Model for allocation of the Contingency Fee Fund described
in Exhibit R (Agreement of Attorneys’ Fees, Costs, and Expenses) to the Walgreens Settlement
Agreement.
9
Awards of fees from the Contingency Fee Funds shall be available to Attorneys with
Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation
under the Walgreens Settlement Agreement.
10
A Fee Panel shall oversee the application of the Model
and resolve any questions or disputes concerning the eligibility of a counsel to participate. The Panel is
empowered to hear disputes concerning and ensure the accuracy of the mathematical calculations.
In general terms, allocation of the Contingency Fee Fund shall be made by (1) determining the amount
of the Settlement Fund that is attributable to each Participating Litigating Subdivision; (2) making certain
adjustments to these amounts based on when the Subdivision filed suit and the terms of the applicable fee
contract; and (3) dividing the Contingency Fee Fund proportionately among counsel for each Participating
Litigating Subdivision based on the amounts calculated in subpart 2.
To collect a fee award from the Contingency Fee Fund, a Participating Litigating Subdivision must have
named Walgreens (or any Released Entity) in its lawsuit. The total maximum amount of the Contingency
Fee Fund in the Walgreens Settlement Agreement is $225,493,007.20.
11
Allocation of the Contingency Fee Fund shall be made according to the following steps. These
calculations are made only for purpose of determining the percentage share of the Contingency Fee Fund
that Attorneys for each Participating Litigating Subdivision should receive, not for determining the dollar
amount each Subdivision will receive.
(1) For each Settling State, attribute 50% of the settlement funds for that State to its Subdivisions
according to the Subdivision Allocation Percentage in Exhibit G to the Walgreens Settlement
Agreement.
Illustrative example:
Assume that State A is allocated 1.00000% of the $4,788,165,458 Remediation
amount [see Exhibit M of the Walgreens Settlement Agreement].
50% of the 1% share allocated to State A is $23,940,827.29.
Assume that, per Exhibit G of the Agreement, the Subdivision Allocation
Percentage for City B in State A is 1.00000000%.
9
See Walgreens Settlement Agreement, Exhibit R § II.D.2.
10
Walgreens Settlement Agreement, Exhibit R § II.D.2.
11
Walgreens Settlement Agreement, Exhibit R § II.A.1 & II.D.1.
2
For purposes of determining its counsel’s share of the Contingency Fee Fund, City B is
attributed 1.00000000% of $23,940,827.29, or $239,408.27.
(2)
Adjust the amounts in paragraph 1 as follows:
a. Upward Adjustment for Early Filers. Increase the amount calculated in paragraph 1
above by 10% for any Litigating Subdivision that named Walgreens in a suit before
December 5, 2017, the date the National Prescription Opiate Litigation MDL was
formed. If the Litigating Subdivision did not name Walgreens in a suit before December
2, 2022, then fees from the Contingency Fee Fund will not be awarded to Attorneys with
otherwise Qualifying Representations of that Participating Litigating Subdivision.
Illustrative Example:
Assume City C is attributed $1,000,000 under paragraph 1 above.
If City C named Walgreens before 12/5/2017, the attributed amount would
be adjusted to $1,100,000.
b. Determine Amount Due under Contingency Fee Contract. Determine the amount that
would be due to Attorneys with Qualifying Representations of each Participating
Litigating Subdivision under the terms of the applicable fee contract if the Participating
Litigating Subdivision were to receive the amount calculated in paragraph 2.a. This
amount can be referred to as the Contingency Fee Assumption.
Illustrative Example:
Continuing the example given in paragraph 2.a, if Attorneys have a 20%
contingency fee contract with City C for the relevant litigation, the amount
calculated in this step would be 20% of $1,100,000, or $220,000.
In the next step, the Contingency Fee Assumption is used to determine the percentage share of the
Contingency Fee Fund due to Attorneys for each Participating Litigating Subdivision.
(3)
Divide the Contingency Fee Fund proportionately among Attorneys for each Participating
Litigating Subdivision in two ways:
a. National Fee Pool Calculation. Determine each Litigating Subdivision’s percentage
share of all amounts due under contingency fee contracts nationwide by dividing the
Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the
sum of all Contingency Fee Assumptions. Then multiply that percentage by the
Contingency Fee Fund to figure each Subdivision’s dollar share of the Contingency Fee
3
Fund (but only if the Subdivision timely named Walgreens in a lawsuit).
Illustrative example:
$220,000 [from para. 2.b] ÷ $280,000,000 [total amount owed under contingency
fee contracts nationwide] = 0.0785714%
12
0.0785714% * $225,493,007.20 [Contingency Fee Fund] =
$177,173.01
b. Separate State Fee Pools Calculation. Determine each Litigating Subdivision’s
percentage share of all amounts due under contingency fee contracts statewide by
dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph
2.b by the sum of all Contingency Fee Assumptions in the same State. Then multiply
that percentage by the portion of the Contingency Fee Fund that corresponds to that
State’s Overall Allocation Percentage, shown in Exhibit F of the Walgreens Settlement
Agreement, to figure each Subdivision’s dollar share of the Contingency Fee Fund (but
only if the Subdivision timely named Walgreens in a lawsuit).
Illustrative example:
1%
*
$225,493,007.20
=
$2,254,930.072
[amount
of
the Contingency
Fee Fund corresponding to State A]
Assume a total of $2,500,000 is owed under contingency fee contracts for State
A.
$220,000 [from para. 2.b] ÷ $2,500,000 = 8.8%
8.8% * $2,254,930.072 = $198,433.85
The award of fees to Attorneys with Qualifying Representations of Participating Litigating
Subdivisions will be the average of the final amounts calculated in paragraphs 3.a and 3.b above,
less any amounts the Fee Panel is authorized to, and does, withhold.
13
Paragraph 3.a represents allocation based on a proportional share of a National Fee Pool, while
paragraph 3.b represents allocation based on a proportional share of the Separate State Fee Pools.
In other words, for the National Fee Pool described above in paragraph 3.a, the contingency fee
contract rate is compared to all other contingency fee contract rates in the nation. For the Separate
State Fee Pools described above in paragraph 3.b, the contingency fee contract terms are
12
In this example, $280 million is the amount theoretically owed under all contingency fee contracts for litigation
against Walgreens as calculated in paragraph 2.b. This amount is illustrative only; the actual amount will not be
known until all litigating subdivisions are identified and the terms of their contingency fee contracts are collected.
13
The model also enforces a maximum fee award of 20% of the amount calculated in paragraph 2.b. The description
in this document of the Mathematical Model is by necessity an abstraction; the precise contours of the calculations
are defined in the model itself.
4
compared to the other contingency fee contract terms in that same State. The National Fee Pool
and the Separate State Fee Pools are given equal weighting.
Using the first methodology, Attorneys for two Subdivisions in different States with the same
amount calculated under paragraph 2.b would be assigned the same amount under paragraph 3.a.
Using the second methodology, Attorneys for the same two Subdivisions would be assigned
different amounts under paragraph 3.b because they are in different States. Specifically, the
Subdivision in the State with a smaller proportion of Participating Litigating Subdivisions would
be allocated more than the Subdivision in the State with a greater proportion of Participating
Litigating Subdivisions.
By:
Name:
Date:
On behalf of Walgreens
5
FH11185097.1
By:
Name: Paul T. Farrell, Jr.
Date:
By:
Name: Jayne Conroy
Date:
By:
Name: Joseph F. Rice
Date:
On behalf of Plaintiffs’ Executive Committee
S - 1
FH11185097.1
EXHIBIT S
Agreement on the State Outside Counsel Fee Fund
for Chain Pharmacy Settlements
1.
Definitions.
a.
Chain Pharmacy” means any of CVS, Walgreens, and Walmart, and
“Chain Pharmacies” means all of the foregoing.
b.
Multistate Chain Pharmacy Settlement Agreementmeans This Settlement
Agreement along with any other settlement of opioids-related claims among
30 or more states and a Chain Pharmacy.
c.
This Settlement Agreement” means the settlement agreement between the
Settling States and the Chain Pharmacy to which this Agreement is attached
as an Exhibit.
d.
Settling Chain Pharmacy” means the Chain Pharmacy that is a party to
This Settlement Agreement.
e.
Settling States” has the meaning given such term in the relevant Multistate
Chain Pharmacy Settlement Agreement.
2.
Creation of a State Outside Counsel Chain Pharmacies Fee Fund. The
Settling States have agreed to the creation of a state outside counsel fee fund to pay reasonable
attorneys’ fees of Settling States which have retained outside counsel in connection with
litigation against one or more Chain Pharmacies (such fund, the “State Outside Counsel Chain
Pharmacies Fee Fund”).
3.
State Outside Counsel Chain Pharmacies Fee Fund Administration. The
State Outside Counsel Chain Pharmacies Fee Fund shall be administered separately from any
other funds for the payment of attorneys fees or costs in connection with This Settlement
Agreement, including any common benefit fund, contingency fee fund for subdivision counsel,
state cost fund, or MDL expense fund. If necessary, a committee of Attorneys General shall be
convened to oversee the State Outside Counsel Chain Pharmacies Fee Fund (the “Chain
Pharmacies Fee Fund Committee”). The Chain Pharmacies Fee Fund Committee shall be
appointed by the Settling State Members of the Enforcement Committee and shall be comprised
solely of Attorneys General of Settling States that engaged outside counsel to pursue litigation
against one or more Chain Pharmacies. The Settlement Fund Administrator (the “Fee Fund
Administrator”) shall administer the State Outside Counsel Chain Pharmacies Fee Fund
according to this Exhibit and, if convened, the guidelines and directives of the Chain Pharmacies
Fee Fund Committee.
4.
State Outside Counsel Chain Pharmacies Fee Eligibility.
a.
To receive any amount from the State Outside Counsel Chain Pharmacies Fee
Fund, an outside counsel to a Settling State must have filed and maintained an
action in the name of a Settling State or its Attorney General against a Chain
S - 2
FH11185097.1
Pharmacy in a state or federal court as of November 1, 2022. No Settling
State (or its outside counsel) shall receive funds from both the State Outside
Counsel Chain Pharmacies Fee Fund and any “Additional Remediation
Amount” as may be provided for in This Settlement Agreement.
b.
In addition to the eligibility criteria set forth in Paragraph 4.a, above, and for
the avoidance of doubt, only Settling States under This Settlement Agreement
are eligible to receive any funds paid into the State Outside Counsel Chain
Pharmacies Fee Fund as a result of This Settlement Agreement.
5.
State Outside Counsel Chain Pharmacies Fee Fund Amount. The Settling
Chain Pharmacy shall pay funds into the State Outside Counsel Chain Pharmacies Fee Fund in
an amount equal to, and on the schedule identified in, Exhibit M (the “Contribution”). The
Settling Chain Pharmacy’s Contribution shall subject to a reduction as described in Paragraph 8,
below.
6.
State Outside Counsel Chain Pharmacies Fee Fund Availability and
Calculation of Amount.
a.
The State Outside Counsel Chain Pharmacies Fee Fund shall be available to
compensate private outside counsel for Settling State Attorneys General for
approved fees arising out of representation of the Settling State pursuant to
the schedule attached to this agreement as Schedule I (the “Fee Schedule).
b.
The Fee Schedule is intended to reflect the fee calculation in subparagraph
6.c, below (the “Fee Calculation”). Subject to adjustments required by
Paragraph 8, below, in the event of any discrepancy between the Fee
Schedule and the Fee Calculation, the Fee Schedule shall control. Each
Settling State, by becoming a Participating State in This Settlement
Agreement, agrees that the Fee Schedule reflects the Fee Calculation and
waives any right to contest the accuracy of the Fee Schedule, absent manifest
error, the exclusion of a Settling State, or the inclusion of a Non-Settling
State. The version of the Fee Schedule reflecting any necessary adjustments
shall be the “Final Fee Schedule.”
c.
Fees shall be aggregated across the Multistate Chain Pharmacy Settlement
Agreements and be calculated by adding two components: (a) a fixed amount
consisting of fifty percent (50%) of the amount of remediation funds allocated
to a Settling State and its Subdivisions pursuant to the Multistate Chain
Pharmacy Settlement Agreements multiplied by 4.5% (or, if lower, the
applicable contingency fee percentage in the Settling State’s outside counsel
contract); and (b) a proportional percentage of the remaining fee due under
that Settling State’s contract with its outside counsel assuming that fifty
percent (50%) of the Settling State’s recovery is allocable to a Settling State
(rather than allocable to the Settling State’s Participating Subdivisions) so that
the fees of all eligible Settling States (minus the fixed amount that would have
been allocated to any Non-Settling States had they become Settling States)
exhausts the State Outside Counsel Chain Pharmacies Fee Fund. The
proportional share percentage will be the same for each Settling State
S - 3
FH11185097.1
included in the State Outside Counsel Chain Pharmacies Fee Fund. Fees shall
be split proportionally among each Multistate Chain Pharmacy Settlement
Agreement, as set forth on the Fee Schedule.
d.
All amounts paid will be less any costs or fees of the Fee Fund Administrator.
The Fee Schedule reflects a holdback amount of $50,000 for such
administrative expenses of the Fee Fund Administrator. The remainder of
any unused administrative expenses shall be disbursed pro rata to States
receiving monies from the State Outside Counsel Chain Pharmacies Fee Fund
at the conclusion of such administration.
7.
Payment by the Fee Fund Administrator.
a.
The Fee Fund Administrator shall hold the Contribution in escrow until the
earlier of (1) the last of the three Multistate Chain Pharmacy Settlement
Agreements becomes effective or (2) when instructed by the Settling State
Members of the Enforcement Committee.
b.
Subject to eligibility pursuant to Paragraph 4, above, a Settling State’s
outside counsel may receive funds from the State Outside Counsel Chain
Pharmacies Fee Fund in the following scenarios (“Payment Scenarios”):
1. The Settling State’s outside counsel agrees that the amount listed
for such state on the Final Fee Schedule either satisfies in full or
exceeds the amounts owed to all such Settling State’s outside
counsel and such counsel has provided written notice waiving all
entitlement to additional fee in respect of any Multistate Chain
Pharmacy Settlement Agreement.
2. The Settling State and its outside counsel enter into a signed writing
establishing the amount owed to the counsel, which includes an
agreement on the payment of the amount listed for such state on the
Final Fee Schedule and waives any right of the State or its outside
counsel to additional amounts from the State Outside Counsel
Chain Pharmacies Fee Fund.
3. A final judgment is entered that is no longer appealable, which
judgement adjudicates the amount owed to the Settling State’s
counsel in respect of This Settlement Agreement and directs the
Chain Pharmacies Fee Fund Committee how to pay the amount
listed on the Final Fee Schedule for such State.
If no Payment Scenario is applicable with respect to a Settling State, then
the Settling State’s share shall be placed in an interest-bearing escrow
account (less reasonable expenses of the Fee Fund Administrator) and held
unless and until a Payment Scenario is applicable.
c.
Upon the applicability of a Payment Scenario 1 with respect to a Settling
State, the Fee Fund Administrator shall pay that Settling State’s outside
counsel the amount identified on the Final Fee Schedule for such state or
such lesser amount that satisfies the Settling State’s obligation to its outside
counsel in full. Any remaining allocation to such State shall be paid to the
Settling State.
d.
Upon the applicability of a Payment Scenario 2 or 3 with respect to a
S - 4
FH11185097.1
Settling State, the Fee Fund Administrator shall release monies from the
State Outside Counsel Chain Pharmacies Fee Fund in either the amount held
by the Fee Fund Administrator, if the amount of the agreement or judgment
is equal to or more than the amount held, or the amount indicated in the
agreement or in the final judgment, if the amount in the agreement or
judgment is less than the amount held.
e.
Nothing herein, including the amounts listed in Paragraph 6 above or on
any Fee Schedule, shall prevent a Settling State from arguing in any
proceeding with its outside counsel that (i) its recovery was less than
fifty percent (50%) of the recovery in the settlement agreement down to
and including fifteen percent (15%) of the total recovery; (ii) any
payment should be discounted by an appropriate discount rate
commensurate to the risk of the settlement agreement and the timeline
that the Settling State is receiving its payments; (iii) the settlement
amount should be lower because the amount a Settling State receives was
reduced because such Settling State’s outside counsel failed to obtain
joinder from a Settling State’s Subdivision(s) that the outside counsel
also represented; or (iv) any limitation placed by the Settling Chain
Pharmacy bars payment of a higher fee to outside counsel.
f.
In the event the amount due to the Settling State’s outside counsel from an
escrow account is less than the total amount of funds escrowed on the account
of the Settling State, the balance shall be paid to the Settling State. In no
event, other than a State becoming a Non-Settling State, shall funds revert to a
Chain Pharmacy.
8.
Reduction of Amounts owed
a.
Non-Settling States; Reversion and Redistribution. Amounts owed by the
Settling Chain Pharmacy to the State Outside Counsel Chain Pharmacies Fee
Fund shall be reduced by amounts allocated to the fixed amount for such
State under This Settlement Agreement in the event that a listed State
becomes a Non-Settling State. Specifically, the reduction in the amount owed
by the Settling Chain Pharmacy shall be calculated as 2.25% times the total
Remediation Payments that would have been allocated to the Non-Settling
State had it been a Settling State. The payments for the other Settling States
reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator
to reflect a recalculated proportional percentage under the Fee Calculation.
b.
Settling States; Redistribution. If a Settling State under This Settlement
Agreement (i) would otherwise be entitled to a payment from the State
Outside Counsel Chain Pharmacies Fee Fund and (ii) is eligible to be a
“Settling State” under either of the two other Multistate Chain Pharmacy
Settlement Agreements but does not become such a “Settling State”, then that
Settling State’s payment from the State Outside Counsel Chain Pharmacies
Fee Fund shall be reduced to an amount equal to the Contribution times the
Settling State’s allocation percentage on Exhibit F, which shall be treated as
an additional remediation payment in lieu of a fee payment. The payments
for the other Settling States reflected in the Fee Schedule shall be adjusted by
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FH11185097.1
the Fee Fund Administrator to reflect a recalculated proportional percentage
under the Fee Calculation.
c.
If either or both of the other Chain Pharmacies fail to enter into a Multistate
Chain Pharmacy Settlement Agreement, or if such Multistate Chain
Pharmacy Settlement Agreements fail to take effect by December 15, 2023,
then the Settling Chain Pharmacy and the Enforcement Committee shall
renegotiate the terms of Paragraph 8.b in order to permit prompt payment to
Settling States that terminated contested litigation with the Settling Chain
Pharmacy, and permitting additional time if necessary to finalize payments to
the other Settling States. In no event will such renegotiation result in
additional reversion of monies in the State Outside Counsel Chain
Pharmacies Fee Fund to the Settling Chain Pharmacy.
9.
Interpretation.
a.
This Agreement shall be an Exhibit to each Multistate Chain Pharmacy
Settlement Agreement and shall include the Fee Schedule setting forth the
presumptive payment calculations for each eligible Settling State. By joining
This Settlement Agreement, each State agrees on the presumptive accuracy of
the Fee Schedule, absent manifest error, the inclusion of a Non-Settling State,
or the exclusion of a Settling State.
b.
It is the intent of all parties that the State Outside Counsel Chain Pharmacies
Fee Fund function in a similar manner, with similar calculations and
mechanics, as the “State Outside Counsel Fee Fund” established in Exhibit S of
that certain settlement agreement dated as of July 21, 2021 setting forth the
terms of settlement between and among McKesson Corporation, Cardinal
Health, Inc., and AmerisourceBergen Corporation, on the one hand, and certain
settling states and certain participating subdivisions, on the other hand.
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FH11185097.1
Schedule I to Exhibit S
Fee Schedule
[This Fee Schedule is subject to adjustment pursuant to Paragraph 6.b of Exhibit S)]
State
Total Fee
Walgreens Share
Walmart Share
CVS Share
Alaska
$1,851,826.21
$691,943.15
$416,884.80
$742,998.26
Arkansas
$4,873,566.77
$1,821,030.03
$1,097,141.78
$1,955,394.96
Delaware
$3,726,440.37
$1,392,401.12
$838,899.65
$1,495,139.61
Kentucky
$7,773,195.40
$2,904,489.25
$1,749,908.82
$3,118,797.34
Michigan
$22,162,404.67
$8,281,081.68
$4,989,220.69
$8,892,102.29
Mississippi
$4,641,790.38
$1,734,425.75
$1,044,964.07
$1,862,400.56
Nevada
$9,363,802.33
$3,498,826.64
$2,107,987.70
$3,756,987.99
New
Hampshire
$5,985,080.61
$2,236,352.15
$1,347,366.79
$2,401,361.67
New Mexico
$2,748,895.55
$2,748,895.55
$-
$-
Puerto Rico
$6,893,516.73
$2,575,793.38
$1,551,874.76
$2,765,848.60
South Dakota
$1,101,349.40
$411,524.13
$247,936.78
$441,888.49
Utah
$2,884,152.67
$1,204,171.82
$603,818.18
$1,076,162.67
West Virginia
$2,399,292.74
$2,399,292.74
$-
$-
Admin Expense Holdback
$20,875.66
$10,467.86
$18,656.48
Total
$31,921,103.05
$16,006,471.88
$28,527,738.91
Excluded States:
Florida (Walgreens; Walmart; CVS)
New Mexico (Walmart; CVS)
West Virginia (Walmart; CVS)
FH11185097.1
EXHIBIT T
Agreement on the Joint State Cost Fund
1.
Definitions.
a.
Opioids Defendant” means Walmart, or such other defendant in opioids-
related litigation that enters into a Multistate Settlement after November 1,
2022, and “Opioids Defendants” means all of the foregoing.
b.
Multistate Settlement” means this Settlement Agreement along with any
other settlement of opioids-related claims among 30 or more states and an
Opioids Defendant.
c.
Settlement Agreement” means the settlement agreement between the
Settling States and the Opioids Defendant to which this Agreement is
attached as an Exhibit.
d.
Settling Opioids Defendant” means the Opioids Defendant that is a party to
the Settlement Agreement.
e.
Settling States” has the meaning given such term in the Settlement
Agreement.
2.
Creation of a State Cost Fund. The Settling Opioids Defendant and the Settling States agree to
the creation of a fund to pay costs and expenses associated with litigation and investigations
related to the opioids litigation (such fund, the “State Cost Fund”). The State Cost Fund shall be
administered separately from any other funds for the payment of attorneys fees or costs in
connection with the Settlement Agreement, including any common benefit fund, contingency fee
fund for subdivision counsel, subdivision cost fund, or MDL expense fund. However, the State
Cost Fund shall be administered jointly with similar “State Cost Funds” created in other
Multistate Settlements after November 1, 2022; any state cost funds jointly administered in this
manner shall be referred to as the “Joint State Cost Fund.” To the extent permissible and
feasible, the Joint State Cost Fund may also be jointly administered with any fund for
reimbursement of states’ litigation and investigation costs established by a bankruptcy plan,
including the Mallinckrodt bankruptcy plan, any plans that may emerge from the bankruptcies of
Purdue and Endo, and any similar bankruptcies of opioids defendants. To the extent feasible,
the Joint State Cost Fund may also be jointly administered with the State Cost Funds established
pursuant to the Distributors Multistate Settlement and the Janssen Multistate Settlement.
3.
State Cost Fund Amount. The Settling Opioids Defendant shall pay into the State Cost Fund in
the amount listed on, and on the schedule set forth in, Exhibit M (the “Settling Opioids
Defendant’s Contribution”) for the purpose paying States’ costs and expenses associated with to
the opioid litigation.
4.
Joint State Cost Fund Committee. A committee of Attorneys General or their designated
representatives (such committee, the “Joint State Cost Fund Committee”) shall oversee the Joint
FH11185097.1
State Cost Fund. The committee shall be appointed by the Settling State Members of the
Enforcement Committee, who shall aim to (i) have equal representation between states that
retained contingency fee outside counsel and states that did not retain contingency fee outside
counsel with respect to opioids-related litigation, and (ii) maintain consistency of committee
membership across state cost funds that compose the Joint State Cost Fund. The Settling State
Members of the Enforcement Committee may by majority vote add to or change the
composition of the Joint State Cost Fund Committee.
5.
Joint State Cost Fund Administrator.
a.
The Joint State Cost Fund Committee may select an administrator (the “Joint
State Cost Fund Administrator”), who shall administer the Joint State Cost
Fund and direct payments to Settling States according to the guidelines and
directives of the Joint State Cost Fund Committee. While the expenses of the
Joint State Cost Fund Administrator shall be reimbursable pursuant to the
principles and guidelines listed below, the Joint State Cost Fund
Administrator shall first rely on any separate funds that may be set aside for
such purpose in any Multistate Settlement.
b.
The Joint State Cost Fund Administrator shall be responsible, under the
direction and supervision of the Joint State Cost Fund Committee, for
receiving and reviewing applications for reimbursement from the Joint State
Cost Fund. This may include the creation of an audit process to ensure the
integrity of submissions, as well as reimbursement rules to incentivize
accurate submissions.
6.
State Cost Fund Guidelines and Principles.
a.
Monies in the State Cost Fund shall be released without any delay to
reimburse Settling States for documented costs incurred or paid in connection
with litigation and investigation related to the opioid litigation.
b.
In allocating the Joint State Cost Fund, the Joint State Cost Fund Committee
shall seek to comply with the following principles:
1. Each State Cost Fund should be used to reimburse costs incurred by
States that are Settling States in the Multistate Settlement from
which funds are paid. (However, the foregoing sentence does not
preclude a Non-Settling State that joins a separate Multistate
Settlement from participating in the Joint State Cost Fund with
respect to contributions made by other Opioids Defendants.)
2. Funds in any State Cost Fund shall be primarily used to reimburse
costs incurred prior to the date on which the relevant Multistate
Settlement was first made available for participation to eligible
States. Regardless of other factors considered in prioritizing
payments, all costs incurred prior to January 1, 2023, shall be paid
before any costs incurred after that date are paid.
FH11185097.1
3. The Joint State Cost Fund shall prioritize the reimbursement of the
following over reimbursement of any State’s litigation or
investigation costs:
the reasonable costs of the Joint State Cost Fund
Administrator;
repayment of National Association of Attorneys General
grants made in connection with opioid litigation, without
regard to when the grants were made;
repayment of state-attributable costs of any mediator in
connection with negotiations of a Multistate Settlement;
4. The Joint State Cost Fund shall seek to prioritize costs in the
following order:
litigation-related costs; then
investigation-related costs; then
settlement and negotiation related costs; then
cost shares.
5. Costs incurred by a State’s outside counsel that the State is
contractually obligated to reimburse shall be treated as costs incurred
by a State.
6. As between similar categories of costs (e.g., defendant-specific
litigation-related costs), the Joint State Cost Fund shall first
reimburse costs incurred by a State’s outside counsel that the State is
contractually obligated to reimburse out of its recovery, and then
reimburse costs directly incurred by States.
7. The Joint State Cost Fund shall be available to reimburse only those
costs which have not yet been reimbursed to a State from any other
source, including any other fund set aside in a Multistate Settlement
or bankruptcy plan for the reimbursement of costs or any individual
state settlements.
8. The Joint State Cost Fund should not reimburse expenses that are
expected to be reimbursed from another source, such as a bankruptcy
debtor, unless such expected reimbursements do not come to fruition
within a reasonable amount of time. This includes cost shares paid
by states.
9. When coordinating among different state cost funds that each could
FH11185097.1
be used to reimburse a given expense, the Joint State Cost Fund
Committee may set guidelines to equitably distribute
reimbursements across all state cost funds in a manner that
prioritizes costs unlikely to be otherwise reimbursed to a similarly
situated State.
10. The Joint State Cost Fund may deny reimbursement of costs, on
either an individual basis or a categorical basis, that a supermajority
(75%+) of the Joint State Cost Fund Committee determines to be
unreasonable.
11. After all costs identified in the foregoing have been reimbursed, the
remaining funds in the Joint State Cost Fund shall be distributed to
states in proportion to their allocation of remediation payments in the
Mallinckrodt bankruptcy plan. Such distribution shall be treated as a
reimbursement for States’ unenumerated costs of administering the
Multistate Settlements and no subdivision shares shall be carved out
of such disbursement, nor shall any attorney’s fees be assessed
against such distribution (unless individually agreed to by a State).
c.
In applying the foregoing principles, the Joint State Cost Fund Committee
shall have the discretion to vary their application in order to ensure equity
among similarly situated states and to facilitate the ease and speed of
administering the Joint State Cost Fund. The Joint State Cost Fund
Committee may also apply percentages to approximate costs attributable to a
particular Opioids Defendant (or categories of Opioids Defendants) in a
manner that seeks to treat similarly situated states equitably.
d.
The Joint State Cost Fund Committee shall establish guidelines for the
submission and approval of expenses eligible for reimbursement from the
Joint State Cost Fund, which guidelines may be coordinated and consolidated
with any similar cost funds in other state opioid settlements for purposes of
joint administration and efficiency.
e.
Unless waived by the Joint State Cost Fund Committee, the Joint State Cost
Fund Administrator shall, in accordance with such guidelines, receive from
Settling States records sufficient to demonstrate the incurrence and payment
of each expense.
f.
Where the Joint State Cost Fund Committee determines by a supermajority
vote (75%+) that outside counsel for a Settling State has failed to exercise
reasonable diligence in reviewing submitted costs for allowability, and such
failure has resulted in the reimbursement of unallowed costs to such outside
counsel, the Committee shall have the discretion to reduce or recover
payments made to such outside counsel in an amount calculated to incentivize
the exercise of reasonable diligence.
7.
State Undertakings. Each State submitting for reimbursement of costs from the Joint State Cost
FH11185097.1
Fund agrees:
a.
to only submit costs allowable under this Joint State Cost Fund Agreement;
b.
to provide all back-up documentation that may be requested with respect to
any submitted cost and to make itself available for any questions related to
such costs;
c.
to exercise reasonable diligence to ensure that all submitted costs are
allowable under (i) this Joint State Cost Fund Agreement, (ii) the State’s
contract with its outside counsel, if relevant, (iii) state law, and (iv) the
policies and procedures applicable to the State’s retention of outside counsel,
if relevant; and
d.
to promptly return any excess payments made to the State or its outside
counsel from the Joint State Cost Fund, including payments made for costs
that were reimbursed from another source or are not allowable hereunder.
FH11185097.1
EXHIBIT U
IRS Form 1098-F
FH11185097.1
EXHIBIT V
Intentionally Omitted
FH11185097.1
Exhibit W
Non-Litigating Threshold Subdivisions Exhibit
[List to be Added]
FH11185097.1
Exhibit X
Governor’s Release of Opioid-Related Claims Pursuant to the Walgreens Settlement
Agreement
I, [NAME], Governor of the [Commonwealth]/[State]/[Territory] of
[Commonwealth]/[State]/[Territory], hereby authorize Attorney General [NAME] to settle and
release, to the maximum extent of my power as Governor, all Released Claims of (1) all of
[Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies,
divisions, boards, commissions and instrumentalities with regulatory authority to enforce state
and federal controlled substances acts and (2) all of [Commonwealth]/[State]/[Territory]’s past
and present executive departments, agencies, divisions, boards, commissions and
instrumentalities that have the authority to bring Claims related to Covered Conduct seeking
money (including abatement and/or remediation) or revocation or suspension of a
pharmaceutical distribution or dispensing license. The foregoing authorization is given in
connection with Section X.F of that certain settlement agreement dated as of December [●], 2022
setting forth the terms of settlement between and among Walgreens, on the one hand, and certain
Settling States and certain Participating Subdivisions on the other hand. This release is intended
to be a “release from a State’s Governor” as contemplated in such section. Capitalized terms
used herein and defined in such settlement agreement have the meanings given to them in such
settlement agreement.
_________________________
Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory]
Date: ______________________