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HomeMy WebLinkAboutContract1 ALLOCATION AGREEMENT GOVERNING THE ALLOCATION OF FUNDS PAID BY THE SETTLING OPIOID DISTRIBUTORS IN WASHINGTON STATE AUGUST 8, 2022 This Allocation Agreement Governing the Allocation of Funds Paid by the Settling Opioid Distributors in Washington State (the “Allocation Agreement”) governs the distribution of funds obtained from AmerisourceBergen Corporation, Cardinal Health, Inc., and McKesson Corporation (the “Settling Distributors”) in connection with its resolution of any and all claims by the State of Washington and the counties, cities, and towns in Washington State (“Local Governments”) against the Settling Distributors (the “Distributors Settlement”). The Distributors Settlement including any amendments are attached hereto as Exhibit 1. 1. This Allocation Agreement is intended to be a State-Subdivision Agreement as defined in Section I.VVV of the Global Settlement (the “Global Settlement”), which is Exhibit H of the Distributors Settlement. This Allocation Agreement shall be interpreted to be consistent with the requirements of a State-Subdivision Agreement in the Global Settlement. 2. This Allocation Agreement shall become effective only if all of the following occur: A. All Litigating Subdivisions in Washington and 90% of Non-Litigating Primary Subdivisions in Washington as the terms are used in Section II.C.1 of the Distributors Settlement must execute and return the Subdivision Settlement Participation Form, Exhibit F of the Distributors Settlement (the “Participation Form”) by September 23, 2022. This form is also attached hereto as Exhibit 2. B. The Consent Judgment and Stipulation of Dismissal with Prejudice, Exhibit G of the Distributors Settlement, is filed and approved by the Court. C. The number of Local Governments that execute and return this Allocation Agreement satisfies the participation requirements for a State-Subdivision Agreement as specified in Exhibit O of the Global Settlement. 3.Requirements to become a Participating Local Government . To become a Participating Local Government that can participate in this Allocation Agreement, a Local Government must do all of the following: A. The Local Government must execute and return this Allocation Agreement. B. The Local Government must release their claims against the Settling Distributors and agree to by bound by the terms of the Distributors Settlement by timely executing and returning the Participation Form. This form is attached hereto as Exhibit 2. CAG-22-316 2 C. Litigating Subdivisions must dismiss the Settling Distributors with prejudice from their lawsuits. The Litigating Subdivisions are listed on Exhibit B of the Distributors Settlement. D. The Local Government must execute and return the One Washington Memorandum of Understanding Between Washington Municipalities (“MOU”) agreed to by the Participating Local Governments in Washington State, which is attached hereto as Exhibit 3. As specified in Paragraph 10.A of this Allocation Agreement, the Local Government may elect in its discretion to execute the MOU for purposes of this Allocation Agreement only. A Local Government that meets all of the conditions in this paragraph shall be deemed a “Participating Local Government.” Alternatively, if the requirements of Paragraphs 2(A), 2(B), and 2(C) of this Allocation Agreement are satisfied and this Allocation Agreement becomes effective, then all Local Governments that comply with Paragraph 3(B) of this Allocation Agreement shall be deemed a “Participating Local Government.” 4. This Allocation Agreement applies to the Washington Abatement Amount as defined in Section IV.A of the Distributors Settlement. The maximum possible Washington Abatement Amount for the Distributors Settlement is $430,249,769.02. As specified in the Global Settlement, the Washington Abatement Amount varies dependent on the percentage of Primary Subdivisions that choose to become Participating Local Governments and whether there are any Later Litigating Subdivisions as defined in Section I.EE of the Global Settlement. 5. This Allocation Agreement does not apply to the Washington Fees and Costs as defined in Section V of the Distributors Settlement. After satisfying its obligations to its outside counsel for attorneys’ fees and costs, the State estimates that it will receive approximately $46 million for its own attorneys’ fees and costs pursuant to Section V.B.1 of the Distributors Settlement. The State shall utilize any and all amounts it receives for its own attorneys’ fees and costs pursuant to Section V.B.1 of the Distributors Settlement to provide statewide programs and services for Opioid Remediation as defined in Section I.SS of the Global Settlement. 6. While this Allocation Agreement does not apply to the Washington Fees and Costs as defined in Section V of the Distributors Settlement, Section V.B.2 of the Distributors Settlement estimates that the Settling Distributors shall pay $10,920,914.70 to Participating Litigating Subdivisions’ attorneys for fees and costs. The actual amount may be greater or less. This Allocation Agreement and the MOU are a State Back-Stop Agreement. The total contingent fees an attorney receives from the Contingency Fee Fund pursuant to Section II. D in Exhibit R the Global Settlement, the MOU, and this Allocation Agreement combined cannot exceed 15% of the portion of the LG Share paid to the Litigating Local Government that retained that firm (i.e., if City X filed suit with outside counsel 3 on a contingency fee contract and City X receives $1,000,000 from the Distributors Settlement, then the maximum that the firm can receive is $150,000 for fees.) 7. No portion of the Washington Fees and Costs as defined in Section V of the Distributors Settlement and/or the State Share as defined in Paragraph 8.A of this Allocation Agreement shall be used to fund the Government Fee Fund (“GFF”) referred to in Paragraph 10 of this Allocation Agreement and Section D of the MOU, or in any other way to fund any Participating Local Government’s attorneys’ fees, costs, or common benefit tax other than the aforementioned payment by the Settling Distributors to Participating Litigating Subdivisions’ attorneys for fees and costs in Section V.B.2 of the Distributors Settlement. 8. The Washington Abatement Amount shall and must be used by the State and Participating Local Governments for Opioid Remediation as defined in Section I.SS of the Global Settlement, except as allowed by Section V of the Global Settlement. Exhibit 4 is a non-exhaustive list of expenditures that qualify as Opioid Remediation. Further, the Washington Abatement Amount shall and must be used by the State and Participating Local Governments as provided for in the Distributors Settlement. 9. The State and the Participating Local Governments agree to divide the Washington Abatement Amount as follows: A. Fifty percent (50%) to the State of Washington (“State Share”). B. Fifty percent (50%) to the Participating Local Governments (“LG Share”). 10. The LG Share shall be distributed pursuant to the MOU attached hereto as Exhibit 3 as amended and modified in this Allocation Agreement. 11. For purposes of this Allocation Agreement only, the MOU is modified as follows and any contrary provisions in the MOU are struck: A. The MOU is amended to add new Section E.6, which provides as follows: A Local Government may elect in its discretion to execute the MOU for purposes of this Allocation Agreement only. If a Local Governments executes the MOU for purposes of this Allocation Agreement only, then the MOU will only bind such Local Government and be effective with respect to this Allocation Agreement and the Distributors Settlement, and not any other Settlement as that term is defined in Section A.14 of the MOU. To execute the MOU for purposes of this Allocation Agreement only, the Local Government may either (a) check the applicable box on its signature page of this Allocation Agreement that is returned or (b) add language below its signature lines in the MOU that is returned indicating that the Local Government is executing or has 4 executed the MOU only for purposes of the Allocation Agreement Governing the Allocation of Funds Paid by the Settling Opioid Distributors in Washington State. B. Exhibit A of the MOU is replaced by Exhibit E of the Global Settlement, which is attached as Exhibit 4 to this Agreement. C. The definition of “Litigating Local Governments” in Section A.4 of the MOU shall mean Local Governments that filed suit against one or more of the Settling Defendants prior to May 3, 2022. The Litigating Local Governments are listed on Exhibit B of the Distributors Settlement, and are referred to as Litigating Subdivisions in the Distributors Settlement. D. The definition of “National Settlement Agreement” in Section A.6 of the MOU shall mean the Global Settlement. E. The definition of “Settlement” in Section A.14 of the MOU shall mean the Distributors Settlement. F. The MOU is amended to add new Section C.4.g.vii, which provides as follows: “If a Participating Local Government receiving a direct payment (a) uses Opioid Funds other than as provided for in the Distributors Settlement, (b) does not comply with conditions for receiving direct payments under the MOU, or (c) does not promptly submit necessary reporting and compliance information to its Regional Opioid Abatement Counsel (“Regional OAC”) as defined at Section C.4.h of the MOU, then the Regional OAC may suspend direct payments to the Participating Local Government after notice, an opportunity to cure, and sufficient due process. If direct payments to Participating Local Government are suspended, the payments shall be treated as if the Participating Local Government is foregoing their allocation of Opioid Funds pursuant to Section C.4.d and C.4.j.iii of the MOU. In the event of a suspension, the Regional OAC shall give prompt notice to the suspended Participating Local Government and the Settlement Fund Administrator specifying the reasons for the suspension, the process for reinstatement, the factors that will be considered for reinstatement, and the due process that will be provided. A suspended Participating Local Government may apply to the Regional OAC to be reinstated for direct payments no earlier than five years after the suspension.” G. Consistent with how attorney fee funds for outside counsel for Participating Local Subdivisions are being administered in most states across the country, the Government Fee Fund (“GFF”) set forth in the 5 MOU shall be overseen by the MDL Fee Panel (David R. Cohen, Randi S. Ellis and Hon. David R. Herndon (ret.)). The Fee Panel will preside over allocation and disbursement of attorney’s fees in a manner consistent with the Motion to Appoint the Fee Panel to Allocate and Disburse Attorney’s Fees Provided for in State Back-Stop Agreements and the Order Appointing the Fee Panel to Allocate and Disburse Attorney’s Fees Provided for in State Back-Stop Agreements , Case No. 1:17-md-02804- DAP Doc #: 4543 (June 17, 2022). H. The GFF set forth in the MOU shall be funded by the LG Share of the Washington Abatement Amount only. To the extent the common benefit tax is not already payable by the Settling Distributors as contemplated by Section D.8 of the MOU, the GFF shall be used to pay Litigating Local Government contingency fee agreements and any common benefit tax referred to in Section D of the MOU, which shall be paid on a pro rata basis to eligible law firms as determined by the Fee Panel. I. To fund the GFF, fifteen percent (15%) of the LG Share shall be deposited in the GFF from each LG Share settlement payment until the Litigating Subdivisions contingency fee agreements and common benefit tax (if any) referred to in Section D of the MOU are satisfied. Under no circumstances will any Non-Litigating Primary Subdivision or Litigating Local Government be required to contribute to the GFF more than 15% of the portion of the LG Share allocated to such Non-Litigating Primary Subdivision or Litigating Local Government. In addition, under no circumstances will any portion of the LG Share allocated to a Litigating Local Government be used to pay the contingency fees or litigation expenses of counsel for some other Litigating Local Government. J. The maximum amount of any Litigating Local Government contingency fee agreement (from the Contingency Fee Fund pursuant to Section II. D in Exhibit R the Global Settlement) payable to a law firm permitted for compensation shall be fifteen percent (15%) of the portion of the LG Share paid to the Litigating Local Government that retained that firm (i.e., if City X filed suit with outside counsel on a contingency fee contract and City X receives $1,000,000 from the Distributors Settlement, then the maximum that the firm can receive is $150,000 for fees.) The firms also shall be paid documented expenses due under their contingency fee agreements that have been paid by the law firm attributable to that Litigating Local Government. Consistent with the Distributors Settlement and Exhibit R of the Global Settlement, amounts due to Participating Litigating Subdivisions’ attorneys under this Allocation Agreement shall not impact (i) costs paid by the subdivisions to their attorneys pursuant to a State Back-Stop agreement, (ii) fees paid to subdivision attorneys from the Common Benefit Fund for common benefit work performed by the attorneys pursuant to Section II.C of Exhibit R of the Global Settlement, or (iii) costs paid to subdivision attorneys from the MDL Expense Fund 6 for expenses incurred by the attorneys pursuant to Section II.E of the Global Settlement. K. Under no circumstances may counsel receive more for its work on behalf of a Litigating Local Government than it would under its contingency agreement with that Litigating Local Government. To the extent a law firm was retained by a Litigating Local Government on a contingency fee agreement that provides for compensation at a rate that is less than fifteen percent (15%) of that Litigating Local Government’s recovery, the maximum amount payable to that law firm referred to in Section D.3 of the MOU shall be the percentage set forth in that contingency fee agreement. L. For the avoidance of doubt, both payments from the GFF and the payment to the Participating Litigating Local Governments’ attorneys for fees and costs referred to in Paragraph 6 of this Allocation Agreement and Section V.B.2 Distributors Settlement shall be included when calculating whether the aforementioned fifteen percent (15%) maximum percentage (or less if the provisions of Paragraph 10.K of this Allocation Agreement apply) of any Litigating Local Government contingency fee agreement referred to above has been met. M. To the extent there are any excess funds in the GFF, the Fee Panel and the Settlement Administrator shall facilitate the return of those funds to the Participating Local Governments as provided for in Section D.6 of the MOU. 12. In connection with the execution and administration of this Allocation Agreement, the State and the Participating Local Governments agree to abide by the Public Records Act, RCW 42.56 eq seq. 13. All Participating Local Governments, Regional OACs, and the State shall maintain all non-transitory records related to this Allocation Agreement as well as the receipt and expenditure of the funds from the Distributors Settlement for no less than five (5) years. 14. If any party to this Allocation Agreement believes that a Participating Local Government, Regional OAC, the State, an entity, or individual involved in the receipt, distribution, or administration of the funds from the Distributors Settlement has violated any applicable ethics codes or rules, a complaint shall be lodged with the appropriate forum for handling such matters, with a copy of the complaint promptly sent to the Washington Attorney General, Complex Litigation Division, Division Chief, 800 Fifth Avenue, Suite 2000, Seattle, Washington 98104. 15. To the extent (i) a region utilizes a pre-existing regional body to establish its Opioid Abatement Council pursuant to the Section 4.h of the MOU, and (ii) that 7 pre-existing regional body is subject to the requirements of the Community Behavioral Health Services Act, RCW 71.24 et seq., the State and the Participating Local Governments agree that the Opioid Funds paid by the Settling Distributors are subject to the requirements of the MOU and this Allocation Agreement. 16. Upon request by the Settling Distributors, the Participating Local Governments must comply with the Tax Cooperation and Reporting provisions of the Distributors Settlement and the Global Settlement. 17. Venue for any legal action related to this Allocation Agreement (separate and apart from the MOU, the Distributors Settlement, or the Global Settlement) shall be in King County, Washington. 18. Each party represents that all procedures necessary to authorize such party’s execution of this Allocation Agreement have been performed and that such person signing for such party has been authorized to execute this Allocation Agreement. 8 FOR THE STATE OF WASHINGTON: ROBERT W. FERGUSON Attorney General JEFFREY G. RUPERT Division Chief Date: 9 FOR THE PARTICIPATING LOCAL GOVERNMENT: Name of Participating Local Government: Authorized signature: Name: Title: Date: A Local Government may elect in its discretion to execute the MOU for purposes of this Allocation Agreement only by checking this box (see Paragraph 10.A of this Allocation Agreement):  Local Government is executing the MOU in the form attached hereto as Exhibit 3, but which is further amended and modified as set forth in this Allocation Agreement, only for purposes of this Allocation Agreement. City of Renton Armondo Pavone Mayor X September 23, 2022 Attest: _____________________ Jason Seth, City Clerk EXHIBIT 1 Distributors Settlement DISTRIBUTORS WASHINGTON SETTLEMENT AGREEMENT Table of Contents I.Overview ..............................................................................................................................1 II.Conditions to Effectiveness of Agreement ..........................................................................1 III.Participation by Subdivisions ..............................................................................................3 IV.Settlement Payments ............................................................................................................3 V.Plaintiffs’ Attorneys’ Fees and Costs ..................................................................................4 VI.Release .................................................................................................................................6 VII.Miscellaneous ......................................................................................................................6 Exhibit A Primary Subdivisions ................................................................................................. A-1 Exhibit B Litigating Subdivisions ................................................................................................B-1 Exhibit C ABC IRS Form 1098-F ...............................................................................................C-1 Exhibit D Cardinal Health IRS Form 1098-F ............................................................................. D-1 Exhibit E McKesson IRS Form 1098-F ....................................................................................... E-1 Exhibit F Subdivision Settlement Participation Form ................................................................. F-1 Exhibit G Consent Judgment and Stipulation of Dismissal with Prejudice................................ G-1 Exhibit H Distributor Global Settlement Agreement.................................................................. H-1 1 DISTRIBUTORS – WASHINGTON SETTLEMENT AGREEMENT I.Overview This Distributors Washington Settlement Agreement (“Agreement”) sets forth the terms and conditions of a settlement agreement between and among the State of Washington, McKesson Corporation (“McKesson”), Cardinal Health, Inc. (“Cardinal”) and AmerisourceBergen Corporation (“Amerisource”) (collectively, the “Agreement Parties”) to resolve opioid-related Claims against McKesson, Cardinal, and/or Amerisource (collectively, “Settling Distributors”). By entering into this Agreement, the State of Washington and its Participating Subdivisions agree to be bound by all terms and conditions of the Distributor Global Settlement Agreement dated July 21, 2021 (including its exhibits) (“Global Settlement”), which (including its exhibits) is incorporated into this Agreement as Exhibit H.1 By entering this Agreement, and upon execution of an Agreement Regarding the State of Washington and the Distributor Global Settlement Agreement (“Enforcement Committee Agreement”), unless otherwise set forth in this Agreement, the Settling Distributors agree to treat the State of Washington for all purposes as if it were a Settling State under the Global Settlement and its Participating Subdivisions for all purposes as if they were Participating Subdivisions under the Global Settlement. Unless stated otherwise in this Agreement, the terms of this Agreement are intended to be consistent with the terms of the Global Settlement and shall be construed accordingly. Unless otherwise defined in this Agreement, all capitalized terms in this Agreement shall be defined as they are in the Global Settlement. The Settling Distributors have agreed to the below terms for the sole purpose of settlement, and nothing herein, including in any exhibit to this Agreement, may be taken as or construed to be an admission or concession of any violation of law, rule, or regulation, or of any other matter of fact or law, or of any liability or wrongdoing, or any misfeasance, nonfeasance, or malfeasance, all of which the Settling Distributors expressly deny. No part of this Agreement, including its statements and commitments, and its exhibits, shall constitute or be used as evidence of any liability, fault, or wrongdoing by the Settling Distributors. Unless the contrary is expressly stated, this Agreement is not intended for use b y any third party for any purpose, including submission to any court for any purpose. II.Conditions to Effectiveness of Agreement A.Global Settlement Conditions to Effectiveness. 1.The Agreement Parties acknowledge that certain deadlines set forth in Section VIII of the Global Settlement passed before the execution of this Agreement. For 1 The version of the Global Settlement as updated on March 25, 2022 is attached to this Agreement as Exhibit H. Further updates to the Global Settlement shall be deemed incorporated into this Agreement and shall supersede all earlier versions of the updated provisions. 2 that reason, (i) Settling Distributors agree to treat the State of Washington as satisfying the deadlines set forth in Section VIII of the Global Settlement provided that the State of Washington satisfies its obligations set forth in this Section II and (ii) the State of Washington agrees to treat Settling Distributors as having satisfied all notice obligations under Section VIII.B of the Global Settlement as to the State of Washington. 2.The State of Washington shall deliver all signatures and releases required by the Agreement to be provided by the Settling States to the Settling Distributors by September 30, 2022. This Section II.A.2 supersedes the deadline for delivering those signatures and releases set forth in Section VIII.A.1 of the Global Settlement. B.Agreement with Enforcement Committee. This Agreement shall not become effective unless the Enforcement Committee and the Settling Distributors execute the Enforcement Committee Agreement. If the Enforcement Committee Agreement is not executed by June 1, 2022, the State of Washington and Settling Distributors will promptly negotiate an agreement that mirrors the Global Settlement to the extent possible and with a credit of $1,000,000 to Settling Distributors to account for possible credits the Settling Distributors would have received under Section V of this Agreement from the State Cost Fund and the Litigating Subdivision Cost Fund of the Global Settlement and to be deducted from the Year 7 payment described in Section V.B.1 and Section V.C.g of this Agreement. C.Participation by Subdivisions. If the condition in Section II.B has been satisfied, this Agreement shall become effective upon one of the following conditions being satisfied: 1.All Litigating Subdivisions in the State of Washington and ninety percent (90%) of Non-Litigating Primary Subdivisions (calculated by population pursuant to the Global Settlement) in the State of Washington must become Participating Subdivisions by September 23, 2022. 2.If the condition set forth in Section II.C.1 is not met, the Settling Distributors shall have sole discretion to accept the terms of this Agreement, which shall become effective upon notice provided by the Settling Distributors to the State of Washington. If the condition set forth by Section II.C.1 is not met and Settling Distributors do not exercise discretion to accept this Agreement, this Agreement will have no further effect and all releases and other commitments or obligations contained herein will be void. D.Dismissal of Claims. Provided that the conditions in Sections II.B and II.C have been satisfied, the State of Washington shall file the Consent Judgment described in Section I.N of the Global Settlement and attached hereto as Exhibit G (“Washington Consent Judgment”) with the King County Superior Court (“Washington Consent Judgment Court”) on or before November 1, 2022. This Section II.C.2 supersedes the deadline for submitting a Consent Judgment set forth in Section VIII.B of the Global Settlement. In the event that the Court declines to enter the Washington Consent Judgment, each Settling Distributor shall be entitled to terminate the Agreement as to itself and shall be excused from all obligations under the Agreement, and if a Settling Distributor terminates the Agreement as to itself, all releases and other commitments or obligations contained herein with respect to that Settling Distributor will be null and void. The date of the entry of the Washington Consent Judgment shall be the effective date of this Agreement 3 (“Washington Effective Date”). Within the later of forty-five (45) days after the Washington Effective Date or December 31, 2022, each Settling Distributor will certify to the State that all medical claims data provided to it during the litigation (including Medicaid, PMP, LNI claims, and PEBB data) has been destroyed by the party and its agents, including all retained experts. III.Participation by Subdivisions A.Notice. The Office of the State of Washington Attorney General in consultation with the Settling Distributors shall send individual notice of the opportunity to participate in this Agreement and the requirements for participation to all Subdivisions eligible to participate who have not returned an executed Subdivision Settlement Participation Form within fifteen (15) days of the execution of this Agreement. The Office of the State of Washington Attorney General may also provide general notice reasonably calculated to alert Subdivisions, including publication and other standard forms of notification. Nothing contained herein shall preclude the State of Washington from providing further notice to, or from contacting any of its Subdivision(s) about, becoming a Participating Subdivision. B.Trigger Date for Later Litigating Subdivisions. Notwithstanding Sections I.EE and I.GGGG of the Global Settlement, as to the State of Washington, Settling Distributors and the State of Washington agree to treat the Trigger Date for Primary Subdivisions as September 23, 2022 and the Trigger Date for all other Subdivisions as May 3, 2022. C.Initial and Later Participating Subdivisions. Notwithstanding Sections I.BB, I.CC, I.FF and Section VII.D and E of the Global Settlement, any Participating Subdivision in Washington that meets the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C of the Global Settlement on or before September 23, 2022 shall be considered an Initial Participating Subdivision. Participating Subdivisions that are not Initial Participating Subdivisions but meet the applicable requirements for becoming Participating Subdivisions set forth in Section VII.B or Section VII.C of the Global Settlement after September 23, 2022 shall be considered Later Participating Subdivisions. D.Subdivision Settlement Participation Forms. Each Subdivision Settlement Participation Form submitted by a Participating Subdivision from the State of Washington shall be materially identical to Exhibit F to this Agreement. Nothing in Exhibit F is intended to modify in any way either the terms of this Agreement or the terms of the Global Settlement, both of which the State of Washington and Participating Subdivisions agree to be bound. To the extent that any Subdivision Settlement Participation Form submitted by any Participating Subdivision is worded differently from Exhibit F to this Agreement or interpreted differently from the Global Agreement and this Agreement in any respect, the Global Agreement and this Agreement control. IV.Settlement Payments A.Schedule. Annual Payments under this Agreement shall be calculated as if the State of Washington were a Settling State under the Global Settlement and shall be made pursuant to the terms of Section IV of the Global Settlement except that, as to the State of Washington, the Payment Date for Payment Year 1 shall be December 1, 2022 and the Payment Date for Payment 4 Year 2 shall be December 1, 2022. For the avoidance of doubt, the sole component of the State of Washington’s Annual Payment is the portion of the Net Abatement Amount allocated to the State of Washington under the Global Settlement (“Washington Abatement Amount”). The maximum possible Washington Abatement Amount is $430,249,769.02. B.Use of Payment. The Washington Abatement Amount paid under this Agreement shall be used as provided for in Section V of the Global Settlement. C.Nature of Payment. The State of Washington and its Participating Subdivisions agree that payments made to the State of Washington and its Participating Subdivisions under this Agreement are properly characterized as described in Section V.F of the Global Settlement. V.Plaintiffs’ Attorneys’ Fees and Costs A.Interaction with Global Settlement. Notwithstanding any contrary provision in the Global Settlement, payments to cover attorneys’ fees and costs under this Agreement (“Washington Fees and Costs”) shall be made pursuant to this Section V. B.Amounts. The total amount to cover of all Washington Fees and Costs is $87,750,230.98. That total consists of the categories of attorneys’ fees and costs set forth in this Section V.B and shall be paid on the schedule set forth in Section V.C. 1.State Outside and Inside Counsel Fees and Costs. Settling Distributors shall pay $76,829,316.21 to cover in-house fees and costs and outside counsel fees and costs to the Washington Attorney General’s Office, which shall be used for any lawful purpose in the discharge of the Attorney General’s duties at the sole discretion of the Attorney General. The amount shall be paid in increments as specified in Section V.C (Payment Year 1 – 20%, Payment Year 2 – 20%, Payment Year 3 – 15%, Payment Year 4 – 15%, Payment Year 5 – 15%, Payment Year 6 – 10%, Payment Year 7– 5%.) 2.Fees and Costs for Participating Litigating Subdivisions’ Attorneys. Settling Distributors shall pay $10,920,914.70 to Participating Litigating Subdivisions’ attorneys for fees and costs into a single account as directed by the Washington Attorney General’s Office, which then shall be paid as agreed between the State of Washington and attorneys for Participating Litigating Subdivisions. Participating Litigating Subdivisions’ attorneys shall be paid in accordance with the schedule in Section V.C and V.D.5 of this Agreement. C.Schedule. Washington Fees and Costs shall be paid according to the following schedule: a.Payment Year 1: Twenty percent (20%) of the total Washington Fees and Costs amount ($17,550,046.20), to be paid on or before December 1, 2022. 5 b.Payment Year 2: Twenty percent (20%) of the total Washington Fees and Costs amount ($17,550,046.20), to be paid on or before December 1, 2022. c.Payment Year 3: Fifteen percent (15%) of the total Washington Fees and Costs amount ($13,162,534.65), to be paid on or before July 15, 2023. d.Payment Year 4: Fifteen percent (15%) of the total Washington Fees and Costs amount ($13,162,534.65), to be paid on or before July 15, 2024. e.Payment Year 5: Fifteen percent (15%) of the total Washington Fees and Costs amount ($13,162,534.65), to be paid on or before July 15, 2025. f.Payment Year 6: Ten percent (10%) of the total Washington Fees and Costs amount ($8,775,023.10), to be paid on or before July 15, 2026. g.Payment Year 7: Five percent (5%) of the total Washington Fees and Costs amount ($4,387,511.55), to be paid on or before July 15, 2027. D.Remittance. So that Settling Distributors do not pay the same fees and costs under both the Global Settlement and this Agreement, Washington and its Participating Litigating Subdivisions and their respective counsel shall do as follows: 1.Participating Litigating Subdivisions in Washington and their counsel shall apply to the Attorney Fee Fund and the Litigating Subdivision Cost Fund created pursuant to Exhibit R of the Global Settlement for all fees, costs and expenses for which they may be eligible and shall instruct the Fee Panel and the Cost and Expense Fund Administrator to remit to Settling Distributors the full amount awarded to such Participating Litigating Subdivision, with each Settling Distributor receiving the percentage of that amount corresponding to the allocation set forth in Section IV.I of the Global Settlement. 2.Counsel for Participating Subdivisions shall instruct the Fee Panel created by the MDL Court pursuant to Exhibit R of the Global Settlement to remit to Settling Distributors the Contingency Fee Amount for their Participating Subdivisions in the State of Washington, with each Settling Distributor receiving the percentage of that amount corresponding to the allocation set forth in Section IV.I of the Global Settlement. 3.The State of Washington shall instruct the Fee Fund Administrator selected pursuant to Exhibit S of the Global Settlement that the Settling Distributors shall not pay the Fixed Amount for the State of Washington, and the State of Washington will not be eligible to receive funds from the State Outside Counsel Fee Fund under the Global Settlement. 4.The State of Washington shall submit documented costs, as provided for in Exhibit T of the Global Settlement, to the Global Settlement State Cost Fund created pursuant to Exhibit T of the Global Settlement for all costs and expenses for which it may be eligible and shall instruct the State Cost Fund Administrator to remit to Settling Distributors the full amount awarded to the State of Washington, with each Settling 6 Distributor receiving the percentage of that amount corresponding to the allocation set forth in Section IV.I of the Global Settlement. 5.No Participating Litigating Subdivision shall receive any payment due under this Agreement, including but not limited to the portion of the Washington Abatement Amount allocable to the Participating Subdivision, until it and/or its outside counsel, as applicable, fulfill their obligations under Sections V.D. 1-2. VI.Release A.Scope. As of the Washington Effective Date, Section XI of the Global Settlement is fully binding on, and effective with respect to, all Releasors under this Agreement. Accordingly, as of the Washington Effective Date, the Released Entities are hereby released and forever discharged from all Released Claims of Releasors, including the State of Washington and its Participating Subdivisions. VII.Miscellaneous A.No Admission. The Settling Distributors do not admit liability, fault, or wrongdoing. Neither this Agreement nor the Washington Consent Judgment 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 Settling Distributors. It i s the understanding and intent of the Agreement Parties that no portion of the Agreement shall be entered into evidence in any other action against the Settling Distributors, among other reasons, because it is not relevant to such action. For the avoidance of any doubt, nothing herein shall prohibit a Settling Distributor from entering this Agreement into evidence in any litigation or arbitration concerning a Settling Distributor’s right to coverage under an insurance contract. B.Tax Cooperation and Reporting. The State of Washington and its Participating Subdivisions will be bound by Section V.F and Section XIV.F of the Global Settlement, except (i)as set forth in the final sentence of this Section VII.B and (ii) that the State of Washington shall be its own Designated State and shall designate its own “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The IRS Forms 1098-F to be filed with respect to this Agreement are attached as Exhibit C, Exhibit D, and Exhibit E. The State of Washington and its Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIV.F.4 of the Global Settlement with respect to this Agreement, and any similar document, shall be prepared and filed in a manner consistent with reporting each Settling Distributor’s portion of the aggregate amount of payments paid or incurred by the Settling Distributors hereunder as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F, each Settling Distributor’s portion of the amount equal to the aggregate amount of payments paid or incurred by the Settling Distributors hereunder less the Compensatory Restitution Amount as the “Amount to be paid for violation or potential violation” in Box 2 of IRS Form 1098-F and each Settling Distributor’s portion of the Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 of IRS Form 1098-F, as reflected in Exhibit C, Exhibit D, and Exhibit E. 7 C.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 State of Washington or a Released Entity. The State of Washington may not assign or otherwise convey any right to enforce any provision of this Agreement. D.Cooperation. Each Agreement Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Agreement Parties and Participating Subdivisions to cause this Agreement to become effective, to obtain all necessary approvals, 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 Agreement Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or the Washington Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Washington Consent Judgment. E.Enforcement. All disputes between Settling Distributors and the State of Washington and/or the Participating Subdivisions in the State of Washington shall be handled as specified in Section VI of the Global Settlement, including the referral of relevant disputes to the National Arbitration Panel. F.No Violations of Applicable Law. Nothing in this Agreement shall be construed to authorize or require any action by Settling Distributors in violation of applicable federal, state, or other laws. G.Modification. This Agreement may be modified by a written agreement of the Agreement Parties. For purposes of modifying this Agreement or the Washington Consent Judgment, Settling Distributors may contact the Washington Attorney General for purposes of coordinating this process. The dates and deadlines in this Agreement may be extended by written agreement of the Agreement Parties, which consent shall not be unreasonably withheld. H.No Waiver. Any failure by any Agreement Party to insist upon the strict performance by any other party of any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions of this Agreement, and such party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Agreement. I.Entire Agreement. This Agreement, including the Global Settlement (and its exhibits), represents the full and complete terms of the settlement entered into by the Agreement Parties, except as provided herein. In any action undertaken by the Agreement Parties, no prior versions of this Agreement and no prior versions of any of its terms may be introduced for any purpose whatsoever. J.Counterparts. This Agreement may be executed in counterparts, and a facsimile or .pdf signature shall be deemed to be, and shall have the same force and effect as, an original signature. K.Notice. All notices or other communications under this Agreement shall be provided to the following via email and overnight delivery to: 8 Copy to AmerisourceBergen Corporation’s attorneys at: Michael T. Reynolds Cravath, Swaine & Moore LLP 825 8th Avenue New York, NY 10019 mreynolds@cravath.com Copy to Cardinal Health, Inc.’s attorneys at: Elaine Golin Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 epgolin@wlrk.com Copy to McKesson Corporation’s attorneys at: Thomas J. Perrelli Jenner & Block LLP 1099 New York Avenue, NW, Suite 900 Washington, DC 20001-4412 TPerrelli@jenner.com Copy to the State of Washington at: Shane Esquibel Jeffrey Rupert Laura Clinton Washington Attorney General’s Office 1125 Washington Street SE PO Box 40100 Olympia, WA 98504-0100 Shane.Esquibel@atg.wa.gov Jeffrey.Rupert@atg.wa.gov Laura.Clinton@atg.wa.gov [Signatures begin on next page.] Authorized and agreed to by: Dated: AMERISOURCEBERGEN CORPORATION By: Elizabeth Campbell Executive Vice President and Chief Legal Officer May 2, 2022 Authorized and agreed to by: Dated: 04/29/2022 CARDINAL HEALTH, INC. By: Name: Jessica Mayer Title: Chief Legal and Compliance Officer A-1 Exhibit A Primary Subdivisions2 No. Subdivision Name 1.Aberdeen city 2.Adams County 3.Anacortes City 4.Arlington City 5.Asotin County 6.Auburn City* 7.Bainbridge Island City 8.Battle Ground City 9.Bellevue City* 10.Bellingham City* 11.Benton County* 12.Bonney Lake City 13.Bothell City* 14.Bremerton City* 15.Burien City* 16.Camas City 17.Centralia City 18.Chelan County* 19.Cheney City 20.Clallam County* 21.Clark County* 22.Covington City 23.Cowlitz County* 24.Des Moines City* 25.Douglas County* 26.East Wenatchee City 27.Edgewood City 28.Edmonds City* 29.Ellensburg City 30.Enumclaw City 31.Everett City* 32.Federal Way City* 33.Ferndale City 34.Fife City 35.Franklin County* 36.Gig Harbor City 37.Grandview City 38.Grant County* 2 Entities denoted with an asterisk (*) indicate a population of greater than 30,000 for purposes of the definition of Primary Subdivision as it relates to Incentive Payment C. A-2 39.Grays Harbor County* 40.Island County* 41.Issaquah City* 42.Jefferson County* 43.Kelso City 44.Kenmore City 45.Kennewick City* 46.Kent City* 47.King County* 48.Kirkland City* 49.Kitsap County* 50.Kittitas County* 51.Klickitat County 52.Lacey City* 53.Lake Forest Park City 54.Lake Stevens City* 55.Lakewood City* 56.Lewis County* 57.Liberty Lake City 58.Lincoln County 59.Longview City* 60.Lynden City 61.Lynnwood City* 62.Maple Valley City 63.Marysville City* 64.Mason County* 65.Mercer Island City 66.Mill Creek City 67.Monroe City 68.Moses Lake City 69.Mount Vernon City* 70.Mountlake Terrace City 71.Mukilteo City 72.Newcastle City 73.Oak Harbor City 74.Okanogan County* 75.Olympia City* 76.Pacific County 77.Pasco City* 78.Pend Oreille County 79.Pierce County* 80.Port Angeles City 81.Port Orchard City 82.Poulsbo City 83.Pullman City* 84.Puyallup City* A-3 85.Redmond City* 86.Renton City* 87.Richland City* 88.Sammamish City* 89.San Juan County 90.Seatac City 91.Seattle City* 92.Sedro-Woolley City 93.Shelton City 94.Shoreline City* 95.Skagit County* 96.Skamania County 97.Snohomish City 98.Snohomish County* 99.Snoqualmie City 100.Spokane City* 101.Spokane County* 102.Spokane Valley City* 103.Stevens County* 104.Sumner City 105.Sunnyside City 106.Tacoma City* 107.Thurston County* 108.Tukwila City 109.Tumwater City 110.University Place City* 111.Vancouver City* 112.Walla Walla City* 113.Walla Walla County* 114.Washougal City 115.Wenatchee City* 116.West Richland City 117.Whatcom County* 118.Whitman County* 119.Woodinville City 120.Yakima City* 121.Yakima County* B-1 Exhibit B Litigating Subdivisions No. Subdivision Name 1.Anacortes City 2.Bainbridge Island City 3.Burlington City 4.Chelan County 5.Clallam County 6.Clark County 7.Everett City 8.Franklin County 9.Island County 10.Jefferson County 11.Kent City 12.King County 13.Kirkland City 14.Kitsap County 15.Kittitas County 16.La Conner School District 17.Lakewood City 18.Lewis County 19.Lincoln County 20.Mount Vernon City 21.Mount Vernon School District 22.Olympia City 23.Pierce County 24.San Juan County 25.Seattle City 26.Sedro-Woolley City 27.Sedro-Woolley School District 28.Skagit County 29.Snohomish County 30.Spokane City 31.Spokane County 32.Tacoma City 33.Thurston County 34.Vancouver City 35.Walla Walla County 36.Whatcom County 37.Whitman County C-1 Exhibit C ABC IRS Form 1098-F This Exhibit C will be appended to the Agreement prior to the Effective Date pursuant to Section VII.B. D-1 Exhibit D Cardinal Health IRS Form 1098-F This Exhibit D will be appended to the Agreement prior to the Effective Date pursuant to Section VII.B. E-1 Exhibit E McKesson IRS Form 1098-F This Exhibit E will be appended to the Agreement prior to the Effective Date pursuant to Section VII.B. F-1 Exhibit F Subdivision Settlement Participation Form Governmental Entity: State: Authorized Official: Address 1: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated May 2, 2022 (“Distributors Washington Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Distributors Washington Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1.The Governmental Entity is aware of and has reviewed the Distributors Washington Settlement, including the Distributor Global Settlement Agreement dated July 21, 2021 (“Global Settlement”) attached to the Distributors Washington Settlement as Exhibit H, understands that all terms in this Participation Form have the meanings defined therein, and agrees that by signing this Participation Form, the Governmental Entity elects to participate in the Distributors Washington Settlement and become a Participating Subdivision as provided therein. 2.The Governmental Entity shall, within 14 days of October 1, 2022 and prior to the filing of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that it has filed. 4.The Governmental Entity agrees to the terms of the Distributors Washington Settlement pertaining to Subdivisions as defined therein. 5.By agreeing to the terms of the Distributors Washington Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after December 1, 2022. 6.The Governmental Entity agrees to use any monies it receives through the Distributors Washington Settlement solely for the purposes provided therein. 7.The Governmental Entity submits to the jurisdiction of the Washington Consent Judgment Court for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Distributors Washington 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 Distributors Washington Settlement. City of Renton Washington Armondo Pavone, Mayor 1055 S Grady Way Renton, WA 98057 425-430-6500 apavone@rentonwa.gov F-2 8.The Governmental Entity has the right to enforce the Distributors Washington Settlement as provided therein. 9.The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Distributors Washington Settlement, including, but not limited to, all provisions of Section XI of the Global Settlement, 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 Distributors Washington Settlement are intended by the Agreement 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 Distributors Washington Settlement shall be a complete bar to any Released Claim. 10.The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Distributors Washington Settlement. 11.In connection with the releases provided for in the Distributors Washington 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, 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 Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the date the Distributors Washington Settlement becomes effective pursuant to Section II.B of the Distributors Washington Settlement, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Distributors Washington Settlement. F-3 12.Nothing herein is intended to modify in any way the terms of the Distributors Washington Settlement, to which Governmental Entity hereby agrees. To the extent this Participation Form is worded differently from Exhibit F to the Distributors Washington Settlement or interpreted differently from the Distributors Washington Settlement in any respect, the Distributors Washington Settlement controls. I have all necessary power and authorization to execute this Participation Form on behalf of the Governmental Entity. Signature: _____________________________ Name: ________________________________ Title: _________________________________ Date: _________________________________ Armondo Pavone Mayor September 23, 2022 Attest:________________________________ Jason Seth, City Clerk G-1 Exhibit G Consent Judgment and Stipulation of Dismissal with Prejudice The Honorable Michael Ramsey Scott Trial Date: November 15, 2021 STATE OF WASHINGTON KING COUNTY SUPERIOR COURT STATE OF WASHINGTON, Plaintiff, v. MCKESSON CORPORATION, CARDINAL HEALTH INC., and AMERISOURCEBERGEN DRUG CORPORATION, Defendants. NO. 19-2-06975-9 SEA FINAL CONSENT JUDGMENT AND DISMISSAL WITH PREJUDICE FINAL CONSENT JUDGMENT AND DISMISSAL WITH PREJUDICE The State of Washington (“State”) and McKesson Corporation, Cardinal Health, Inc., AmerisourceBergen Drug Corporation and AmerisourceBergen Corporation, together with the subsidiaries thereof (collectively, the “Settling Distributors,” and each a “Settling Distributor”) (together with the State, the “Parties,” and each a “Party”) have entered into a consensual resolution of the above-captioned litigation (the “Action”) pursuant to a settlement agreement entitled Distributors Washington Settlement Agreement, dated as of May 2, 2022 (the “Washington Agreement”), a copy of which is attached hereto as Exhibit A. The Washington Agreement shall become effective by its terms upon the entry of this Final Consent Judgment (the “Judgment”) by the Court without adjudication of any contested issue of fact or law, and without finding or admission of wrongdoing or liability of any kind. By entering into the Washington Agreement, the State of Washington agrees to be bound by all terms and conditions G-2 of the Distributor Settlement Agreement, dated as of July 21, 2021 (as subsequently updated) (the “Global Agreement”), a copy of which is attached hereto as Exhibit B (together with the Washington Agreement, the “Agreements”) unless stated otherwise in the Washington Agreement. Unless stated otherwise in the Washington Agreement, the terms of the Washington Agreement are intended to be consistent with the terms of the Global Settlement and shall be construed accordingly. I.RECITALS: 1.Each Party warrants and represents that it engaged in arm’s-length negotiations in good faith. In hereby executing the Agreements, the Parties intend to effect a good-faith settlement. 2.The State has determined that the Agreements are in the public interest. 3.The Settling Distributors deny the allegations against them and that they have any liability whatsoever to the State, its Subdivisions, and/or (a) any of the State’s or Subdivisions’ departments, agencies, divisions, boards, commissions, 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, 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. 4.The Parties recognize that the outcome of the Action is uncertain and a final resolution through the adversarial process likely will require protracted litigation. 5.The Parties agree to the entry of the injunctive relief terms pursuant to Exhibit P of the Global Agreement. 6.Therefore, without any admission of liability or wrongdoing by the Settling Distributors or any other Released Entities (as defined in the Global Agreement), the Parties now mutually consent to the entry of this Judgment and agree to dismissal of the claims with prejudice pursuant G-3 to the terms of the Agreements to avoid the delay, expense, inconvenience, and uncertainty of protracted litigation. NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: In consideration of the mutual promises, terms, and conditions set forth in the Agreements, the adequacy of which is hereby acknowledged by all Parties, it is agreed by and between the Settling Distributors and the State, and adjudicated by the Court, as follows: 1.The foregoing Recitals are incorporated herein and constitute an express term of this Judgment. 2.The Parties have entered into a full and final settlement of all Released Claims of Releasors against the Settling Distributors (including but not limited to the State) and the Released Entities pursuant to the terms and conditions set forth in the Agreements. 3.The “Definitions” set forth in Section I of the Global Agreement are incorporated by reference into this Judgment. The State is a “Settling State” within the meaning of the Global Agreement. Unless otherwise defined herein, capitalized terms in this Judgment shall have the same meaning given to them in the Global Agreement, or, if not defined in the Global Agreement, the same meaning given to them in the Washington Agreement. 4.The Parties agree that the Court has jurisdiction over the subject matter of the Action and over the Parties with respect to the Action and this Judgment. This Judgment shall not be construed or used as a waiver of any jurisdictional defense the Settling Distributors or any other Released Entity may raise in any other proceeding. 5.The Court finds that the Agreements were entered into in good faith. 6.The Court finds that entry of this Judgment is in the public interest and reflects a negotiated settlement agreed to by the Parties. The Action is dismissed with prejudice, subject to a retention of jurisdiction by the Court as provided herein and in the Agreements. G-4 7.By this Judgment, the Agreements are hereby approved by the Court, and the Court hereby adopts their terms as its own determination of this matter and the Parties’ respective rights and obligations. 8.The Court shall have authority to resolve disputes identified in Section VI.F.1 of the Global Agreement, governed by the rules and procedures of the Court. 9.The Parties have satisfied the Conditions to Effectiveness of Agreement set forth in Section II.B of the Washington Agreement as follows: a.The Enforcement Committee and the Settling Distributors executed the Enforcement Committee Agreement by June 1, 2022. b.All Litigating Subdivisions in the State of Washington and ninety percent (90%) of Non-Litigating Primary Subdivisions (calculated by population pursuant to the Global Settlement) in the State of Washington became Participating Subdivisions by September 23, 2022. 10.The Parties have satisfied the Condition to Effectiveness of Agreement set forth in Section VIII of the Global Agreement and the Release set forth in Sections XI.A, F, and G of the Global Agreement, as follows: a.The Attorney General of the State exercised the fullest extent of his or her powers to release the Settling Distributors and all other Released Entities from all Released Claims pursuant to the release attached hereto as Exhibit C (the “AG Release”). b.The Settling Distributors have determined that there is sufficient State participation and sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States to proceed with the Agreements. c.The Participation Form for each Initial Participating Subdivision in the State has been delivered to the Settling Distributors. As stated in the Participation Form, and for the avoidance of doubt, nothing in the Participation Form executed by the Participating Subdivisions is intended to modify in any way the terms of the G-5 Agreements to which the Participating Subdivisions agree. As stated in the Participation Form, to the extent the executed version of the Participation Form differs from the Global Agreement in any respect, the Global Agreement controls. d.Pursuant to Section VIII.B of the Global Agreement, each Participating Subdivision in the State is dismissing with prejudice any Released Claims that it has filed against the Settling Distributors and the Released Entities. 11.Release. The Parties acknowledge that the AG Release, which is incorporated by reference herein, is an integral part of this Judgment. Pursuant to the Agreements and the AG Release and without limitation and to the maximum extent of the power of the State’s Attorney General, the Settling Distributors and the other Released Entities are, as of the Effective Date, hereby released from any and all Released Claims of (a) the State and its Participating Subdivisions and any of their departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including the State’s 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 the 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 the State or any Subdivision in the State, whether or not any of them participate in the Agreements. Pursuant to the Agreements and the AG Release and to the maximum extent of the State’s power, the Settling Distributors and the other Released Entities are, as of the Effective Date, hereby released from any and all Released Claims of (1) the State, (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 the 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 G-6 money (including abatement and/or remediation) or revocation of a pharmaceutical distribution 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. Further, the provisions set forth in Section XI of the Global Agreement are incorporated by reference into this Judgment as if fully set forth herein. The Parties acknowledge, and the Court finds, that those provisions are an integral part of the Agreements and this Judgment, and shall govern the rights and obligations of all participants in the settlement. Any modification of those rights and obligations may be made based only on a writing signed by all affected parties and approved by the Court. 12.Release of Unknown Claims. The State 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. 13.The State 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 the State expressly waived and fully, finally, and forever settled, released and discharged, through the Agreements and AG Release, any and all Released Claims that may exist as of the Effective Date but which the State does not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would have materially affected the State’s decision to enter into the Agreements. 14.Costs and Fees. The Parties will bear their own costs and attorneys’ fees except as otherwise provided in the Agreements. G-7 15.No Admission of Liability. The Settling Distributors are consenting to this Judgment solely for the purpose of effectuating the Agreements, and nothing contained herein may be taken as or construed to be an admission or concession of any violation of law, rule, or regulation, or of any other matter of fact or law, or of any liability or wrongdoing, all of which the Settling Distributors expressly deny. None of the Settling Distributors or any other Released Entity admits that it caused or contributed to any public nuisance, and none of the Settling Distributors or any other Released Entity admits any wrongdoing that was or could have been alleged by the State, its Participating Subdivisions, or any other person or entity. No part of this Judgment shall constitute evidence of any liability, fault, or wrongdoing by the Settling Distributors or any other Released Entity. The Parties acknowledge that payments made under the Agreements are not a fine, penalty, or payment in lieu thereof and are properly characterized as described in Section V.F of the Global Agreement. 16.No Waiver. This Judgment is entered based on the Agreements without adjudication of any contested issue of fact or law or finding of liability of any kind. This Judgment shall not be construed or used as a waiver of any Settling Distributor’s right, or any other Released Entity’s right, to defend itself from, or make any arguments in, any other regulatory, governmental, private individual, or class claims or suits relating to the subject matter or terms of this Judgment. Notwithstanding the foregoing, the State may enforce the terms of this Judgment as expressly provided in the Agreements. 17.No Private Right of Action. This Judgment is not intended for use by any third party for any purpose, including submission to any court for any purpose, except pursuant to Section VI.A of the Global Agreement. Except as expressly provided in the Agreements, no portion of the Agreements or this Judgment shall provide any rights to, or be enforceable by, any person or entity that is not a Settling State or Released Entity. The State shall allow Participating Subdivisions in the State to notify it of any perceived violations of the Agreements or this Judgment. No Settling State, including the State of Washington, may assign or otherwise convey any right to enforce any provision of the Agreements. G-8 18.Admissibility. It is the intent of the Parties that this Judgment not be admissible in other cases against the Settling Distributors or binding on the Settling Distributors in any respect other than in connection with the enforcement of this Judgment or the Agreements. For the avoidance of doubt, nothing herein shall prohibit a Settling Distributor from entering this Judgment or the Agreements into evidence in any litigation or arbitration concerning (1) a Settling Distributor’s right to coverage under an insurance contract or (2) the enforcement of the releases provided for by the Agreements and this Judgment. 19.Preservation of Privilege. Nothing contained in the Agreements or this Judgment, and no act required to be performed pursuant to the Agreements or this 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 agrees that it shall not make or cause to be made in any forum any assertion to the contrary. 20.Mutual Interpretation. The Parties agree and stipulate that the Agreements were negotiated on an arm’s-length basis between parties of equal bargaining power and was drafted jointly by counsel for each Party. Accordingly, the Agreements are incorporated herein by reference and shall be mutually interpreted and not construed in favor of or against any Party, except as expressly provided for in the Agreements. 21.Retention of Jurisdiction. The Court shall retain jurisdiction of the Parties for the limited purpose of the resolution of disputes identified in Section VI.F.1 of the Global Agreement. The Court shall have jurisdiction over Participating Subdivisions in the State for the limited purposes identified in the Agreements. 22.Successors and Assigns. This Judgment is binding on each of the Settling Distributor’s successors and assigns. 23.Modification. This Judgment shall not be modified (by the Court, by any other court, or by any other means) without the consent of the State and the Settling Distributors, or as provided for in Section XIV.U of the Global Agreement. G-9 So ORDERED this _____ day of _________________ 2022. ____________________________________________ THE HONORABLE JUDGE MICHAEL. R. SCOTT APPROVED, AGREED TO AND PRESENTED BY: ROBERT W. FERGUSON Attorney General s/ MARTHA RODRÍGUEZ LÓPEZ, WSBA No. 35466 ANDREW R.W. HUGHES, WSBA No. 49515 NATHAN K. BAYS, WSBA No. 43025 BRIAN H. ROWE, WSBA No. 56817 SPENCER W. COATES, WSBA No. 49683 KELSEY E. ENDRES, WSBA No. 39409 LAURA K. CLINTON, WSBA No. 29846 JONATHAN J. GUSS, WSBA No. 57663 SUSAN E. LLORENS, WSBA No. 38049 LIA E. PERNELL, WSBA No. 50208 MOTLEY RICE LLC s/ LINDA SINGER, pro hac vice ELIZABETH SMITH, pro hac vice DAVID I. ACKERMAN, pro hac vice JAMES LEDLIE, pro hac vice DON MIGLIORI, pro hac vice REBECCA FONSECA, pro hac vice MICHAEL J. QUIRK, pro hac vice ANNIE KOUBA, pro hac vice MICHAEL J. PENDELL, pro hac vice CHRISTOPHER MORIARTY, pro hac vice LISA M. SALTZBURG, pro hac vice NATALIA DEYNEKA, pro hac vice MICHAEL E. ELSNER, pro hac vice ANDREW P. ARNOLD, pro hac vice MIMI LIU, pro hac vice STOEL RIVES LLP s/ VANESSA SORIANO POWER, WSBA No. 30777 JENNA M. POLIGO, WSBA No. 54466 RACHEL C. LEE, WSBA No. 48245 S. JULIA LITTELL, WSBA No. 54106 PER RAMFJORD, pro hac vice CHRIS C. RIFER, pro hac vice WILLIAMS & CONNOLLY LLP s/ LORYN HELFMANN, pro hac vice A. JOSHUA PODOLL, pro hac vice SUZANNE SALGADO, pro hac vice NEELUM J. WADHWANI, pro hac vice PAUL E. BOEHM, pro hac vice ELEANOR J.G. WASSERMAN, pro hac vice DAVID J. PARK, pro hac vice JOSHUA D. TULLY, pro hac vice STEVEN PYSER, pro hac vice ENU A. MAINIGI, pro hac vice JENNIFER G. WICHT, pro hac vice JOSEPH S. BUSHUR, pro hac vice COLLEEN MCNAMARA, pro hac vice MATTHEW P. MOONEY, pro hac vice ASHLEY W. HARDIN, pro hac vice J.ANDREW KEYES, pro hac vice EMILY R. PISTILLI, pro hac vice BRAD MASTERS, pro hac vice G-10 ANN RITTER, pro hac vice SARA AGUINGUA, pro hac vice DAVID BURNETT, pro hac vice VINCENT GREENE, pro hac vice Attorneys for Plaintiff State of Washington WILLIAM F. HAWKINS, pro hac vice Attorneys for Defendant Cardinal Health Inc. GORDON TILDEN THOMAS & CORDELL LLP s/_____________________________ FRANKLIN D. CORDELL, WSBA No. 26392 JEFFREY M. THOMAS, WSBA No. 21175 KASEY HUEBNER, WSBA No. 32890 COVINGTON & BURLING CHISTOPHER EPPICH, pro hac vice ANDREW STANNER, pro hac vice KEVIN KELLY, pro hac vice AMBER CHARLES, pro hac vice MEGHAN MONAGHAN, pro hac vice ISAAC CHAPUT, pro hac vice DANIEL EAGLES, pro hac vice MEGAN MCLAUGHLIN, pro hac vice DEVON L. MOBLEY-RITTER, pro hac vice MEGAN RODGERS, pro hac vice SONYA D. WINNER, pro hac vice CLAYTON L. BAILEY, pro hac vice JAMES A. GOOLD, pro hac vice EMILY KVESELIS, pro hac vice PAUL W. SCHMIDT, pro hac vice ALEXANDER SETZEPFANDT, pro hac vice CHRISTIAN J. PISTILLI, pro hac vice LAUREN DORRIS, pro hac vice NICHOLAS GRIEPSMA, pro hac vice ALISON DICIURCIO, pro hac vice SARA J. DENNIS, pro hac vice PHYLLIS A. JONES, pro hac vice DALE A. RICE, pro hac vice Attorneys for Defendant McKesson Corp. LANE POWELL PC s/_______________________________ JOHN S. DEVLIN III, WSBA No. 23988 PILAR FRENCH, WSBA No. 33300 REED SMITH LLP G-11 ROBERT A. NICHOLAS, pro hac vice KIM M. WATTERSON, pro hac vice STEVEN BORANIAN, pro hac vice ELIZABETH BRANDON, pro hac vice Attorneys for Defendant AmerisourceBergen Drug Corporation and AmerisourceBergen Corporation G-12 DECLARATION OF SERVICE I declare that I caused a copy of the foregoing document to be electronically served using the Court’s Electronic Filing System, which will serve a copy of this document upon all counsel of record. CARDINAL Vanessa S. Power, Atty vanessa.power@stoel.com Jenna Poligo, Atty jenna.poligo@stoel.com Per A. Ramfjord, Atty per.ramfjord@stoel.com Rachel C. Lee, Atty rachel.lee@stoel.com Christopher C. Rifer, Atty christopher.rifer@stoel.com Loryn Helfmann, Atty lhelfmann@wc.com A. Joshua Podoll, Atty apodoll@wc.com Suzanne Salgado, Atty ssalgado@wc.com Neelum J. Wadhwani, Atty nwadhwani@wc.com Paul E. Boehm, Atty pboehm@wc.com Eleanor J. G. Wasserman, Atty ewasserman@wc.com David J. Park, Atty dpark@wc.com Joshua D. Tully, Atty jtully@wc.com Steven Pyser, Atty spyser@wc.com Enu A. Mainigi, Atty emainigi@wc.com Jennifer G. Wicht, Atty jwicht@wc.com Joseph S. Bushur, Atty jbushur@wc.com Colleen McNamara, Atty cmcnamara@wc.com Ashley W. Hardin, Atty ahardin@wc.com J. Andrew Keyes, Atty akeyes@wc.com Emily R. Pistilli, Atty epistilli@wc.com William F. Hawkins, Atty whawkins@wc.com Stoel Docketing docketclerk@stoel.com Leslie Lomax, Legal Assistant leslie.lomax@stoel.com WA Action cardinalwashingtonaction@wc.com MCKESSON Franklin D. Cordell fcordell@gordontilden.com Jeffrey M. Thomas jthomas@gordontilden.com Kasey Huebner khuebner@gordontilden.com Christopher Eppich, Atty ceppich@cov.com Andrew Stanner, Atty astanner@cov.com Kevin Kelly, Atty kkelly@cov.com Amber Charles, Atty acharles@cov.com Meghan Monaghan, Atty mmonaghan@cov.com Isaac Chaput, Atty ichaput@cov.com Daniel Eagles, Atty deagles@cov.com Megan McLaughlin, Atty mmclaughlin@cov.com Devon L. Mobley-Ritter, Atty dmobleyritter@cov.com Megan Rodgers, Atty mrodgers@cov.com Sonya D. Winner, Atty swinner@cov.com Clayton L. Bailey, Atty cbailey@cov.com G-13 James A. Goold, Atty jgoold@cov.com Emily Kveselis, Atty ekveselis@cov.com Paul W. Schmidt, Atty pschmidt@cov.com Alexander Setzepfandt, Atty asetzepfandt@cov.com Christian J. Pistilli, Atty cpistilli@cov.com Lauren Dorris, Atty ldorris@cov.com Nicholas Griepsma, Atty ngriepsma@cov.com Alison DiCiurcio, Atty adiciurcio@cov.com Sara J. Dennis, Atty sdennis@cov.com Phyllis A. Jones, Atty pajones@cov.com Dale A. Rice, Atty drice@cov.com Nicole Antoine, Atty nantoine@cov.com Timothy Hester, Atty thester@cov.com Gregory L. Halperin, Atty ghalperin@cov.com Stephen Petkis, Atty spetkis@cov.com Alice Phillips Atty aphillips@cov.com Ellen Evans, Legal Assistant eevans@gordontilden.com Jacqueline Lucien Legal Assistant jlucien@gordontilden.com Courtney Caryl Garth, Paralegal ccaryl@gordontilden.com Electronic Mailing Inbox mckessonwa@cov.com AMERISOURCEBERGEN Pilar French, Atty frenchp@lanepowell.com John S. Devlin III, Atty devlinj@lanepowell.com Katie Bass, Atty bassk@lanepowell.com Elizabeth Brandon, Atty ebrandon@reedsmith.com Sarah Johansen, Atty sjohansen@reedsmith.com Rachel B. Weil, Atty rweil@reedsmith.com Steven Boranian, Atty sboranian@reedsmith.com Adam D. Brownrout, Atty abrownrout@reedsmith.com Nicole S. Soussan, Atty nsoussan@reedsmith.com Brian T. Himmel, Atty bhimmel@reedsmith.com Shannon E. McClure, Atty smcclure@reedsmith.com Michael J. Salimbene, Atty msalimbene@reedsmith.com Robert A. Nicholas, Atty rnicholas@reedsmith.com Thomas H. Suddath, Jr., Atty tsuddath@reedsmith.com Thomas J. McGarrigle, Atty tmcgarrigle@reedsmith.com Courtland C. Chillingworth, Atty cchillingworth@reedsmith.com Christina M. Vitale, Atty cvitale@reedsmith.com Brian T. Kiolbasa, Atty kiolbasab@lanepowell.com Abigail M. Pierce, Atty abigail.pierce@reedsmith.com Joseph Mahady, Atty jmahady@reedsmith.com Jeffrey R. Melton, Atty jmelton@reedsmith.com Anne E. Rollins, Atty arollins@reedsmith.com Eric J. Buhr, Atty ebuhr@reedsmith.com Brent R. Gary, Atty bgary@reedsmith.com Kim M. Watterson, Atty KWatterson@reedsmith.com Jeffrey M. Weimer, Atty JWeimer@reedsmith.com E-Mailbox Docketing-SEA@lanepowell.com E-Mailbox Docketing-PDX@lanepowell.com E-Mailbox ABDCWA@LanePowell.com G-14 DATED ___ day of ____________________ 2022, at Seattle, Washington. s/ ANDREW R.W. HUGHES, WSBA No. 49515 Exhibit H Distributor Global Settlement Agreement This document is not attached due to its size. The document can be found here: https://agportal- s3bucket.s3.amazonaws.com/DistributorsSettlement/National%20Distributor%20Settlement.pdf EXHIBIT 2 Subdivision Settlement Participation Form (Exhibit F of the Distributors Settlement) City of Renton Armondo Pavone, Mayor 1055 S Grady Way Renton, WA 98057 425-430-6500 apavone@rentonwa.gov Washington Armondo Pavone Mayor September 23, 2022 Attest:________________________________ Jason Seth, City Clerk EXHIBIT 3 One Washington Memorandum of Understanding Between Washington Municipalities 1 ONE WASHINGTON MEMORANDUM OF UNDERSTANDING BETWEEN WASHINGTON MUNICIPALITIES Whereas, the people of the State of Washington and its communities have been harmed by entities within the Pharmaceutical Supply Chain who manufacture, distribute, and dispense prescription opioids; Whereas, certain Local Governments, through their elected representatives and counsel, are engaged in litigation seeking to hold these entities within the Pharmaceutical Supply Chain of prescription opioids accountable for the damage they have caused to the Local Governments; Whereas, Local Governments and elected officials share a common desire to abate and alleviate the impacts of harms caused by these entities within the Pharmaceutical Supply Chain throughout the State of Washington, and strive to ensure that principals of equity and equitable service delivery are factors considered in the allocation and use of Opioid Funds; and Whereas, certain Local Governments engaged in litigation and the other cities and counties in Washington desire to agree on a form of allocation for Opioid Funds they receive from entities within the Pharmaceutical Supply Chain. Now therefore, the Local Governments enter into this Memorandum of Understanding (“MOU”) relating to the allocation and use of the proceeds of Settlements described. A.Definitions As used in this MOU: 1.“Allocation Regions” are the same geographic areas as the existing nine (9) Washington State Accountable Community of Health (ACH) Regions and have the purpose described in Section C below. 2.“Approved Purpose(s)” shall mean the strategies specified and set forth in the Opioid Abatement Strategies attached as Exhibit A. 3.“Effective Date” shall mean the date on which a court of competent jurisdiction enters the first Settlement by order or consent decree. The Parties anticipate that more than one Settlement will be administered according to the terms of this MOU, but that the first entered Settlement will trigger allocation of Opioid Funds in accordance with Section B herein, and the formation of the Opioid Abatement Councils in Section C. 4.“Litigating Local Government(s)” shall mean Local Governments that filed suit against any Pharmaceutical Supply Chain Participant pertaining to the Opioid epidemic prior to September 1, 2020. 2 5.“Local Government(s)” shall mean all counties, cities, and towns within the geographic boundaries of the State of Washington. 6.“National Settlement Agreements” means the national opioid settlement agreements dated July 21, 2021 involving Johnson & Johnson, and distributors AmerisourceBergen, Cardinal Health and McKesson as well as their subsidiaries, affiliates, officers, and directors named in the National Settlement Agreements, including all amendments thereto. 7.“Opioid Funds” shall mean monetary amounts obtained through a Settlement as defined in this MOU. 8.“Opioid Abatement Council” shall have the meaning described in Section C below. 9.“Participating Local Government(s)” shall mean all counties, cities, and towns within the geographic boundaries of the State that have chosen to sign on to this MOU. The Participating Local Governments may be referred to separately in this MOU as “Participating Counties” and “Participating Cities and Towns” (or “Participating Cities or Towns,” as appropriate) or “Parties.” 10.“Pharmaceutical Supply Chain” shall mean the process and channels through which controlled substances are manufactured, marketed, promoted, distributed, and/or dispensed, including prescription opioids. 11.“Pharmaceutical Supply Chain Participant” shall mean any entity that engages in or has engaged in the manufacture, marketing, promotion, distribution, and/or dispensing of a prescription opioid, including any entity that has assisted in any of the above. 12.“Qualified Settlement Fund Account,” or “QSF Account,” shall mean an account set up as a qualified settlement fund, 468b fund, as authorized by Treasury Regulations 1.468B-1(c) (26 CFR §1.468B-1). 13.“Regional Agreements” shall mean the understanding reached by the Participating Local Counties and Cities within an Allocation Region governing the allocation, management, distribution of Opioid Funds within that Allocation Region. 14.“Settlement” shall mean the future negotiated resolution of legal or equitable claims against a Pharmaceutical Supply Chain Participant when that resolution has been jointly entered into by the Participating Local Governments. “Settlement” expressly does not include a plan of reorganization confirmed under Title 11of the United States Code, irrespective of the extent to which Participating Local Governments vote in favor of or otherwise support such plan of reorganization. 3 15.“Trustee” shall mean an independent trustee who shall be responsible for the ministerial task of releasing Opioid Funds from a QSF account to Participating Local Governments as authorized herein and accounting for all payments into or out of the trust. 16.The “Washington State Accountable Communities of Health” or “ACH” shall mean the nine (9) regions described in Section C below. B.Allocation of Settlement Proceeds for Approved Purposes 1.All Opioid Funds shall be held in a QSF and distributed by the Trustee, for the benefit of the Participating Local Governments, only in a manner consistent with this MOU. Distribution of Opioid Funds will be subject to the mechanisms for auditing and reporting set forth below to provide public accountability and transparency. 2.All Opioid Funds, regardless of allocation, shall be utilized pursuant to Approved Purposes as defined herein and set forth in Exhibit A. Compliance with this requirement shall be verified through reporting, as set out in this MOU. 3.The division of Opioid Funds shall first be allocated to Participating Counties based on the methodology utilized for the Negotiation Class in In Re: National Prescription Opiate Litigation, United States District Court for the Northern District of Ohio, Case No. 1:17-md-02804-DAP. The allocation model uses three equally weighted factors: (1) the amount of opioids shipped to the county; (2) the number of opioid deaths that occurred in that county; and (3) the number of people who suffer opioid use disorder in that county. The allocation percentages that result from application of this methodology are set forth in the “County Total” line item in Exhibit B. In the event any county does not participate in this MOU, that county’s percentage share shall be reallocated proportionally amongst the Participating Counties by applying this same methodology to only the Participating Counties. 4.Allocation and distribution of Opioid Funds within each Participating County will be based on regional agreements as described in Section C. C.Regional Agreements 1.For the purpose of this MOU, the regional structure for decision- making related to opioid fund allocation will be based upon the nine (9) pre- defined Washington State Accountable Community of Health Regions (Allocation Regions). Reference to these pre-defined regions is solely for the purpose of 4 drawing geographic boundaries to facilitate regional agreements for use of Opioid Funds. The Allocation Regions are as follows: King County (Single County Region) Pierce County (Single County Region) Olympic Community of Health Region (Clallam, Jefferson, and Kitsap Counties) Cascade Pacific Action Alliance Region (Cowlitz, Grays Harbor, Lewis, Mason, Pacific, Thurston, and Wahkiakum Counties) North Sound Region (Island, San Juan, Skagit, Snohomish, and Whatcom Counties) SouthWest Region (Clark, Klickitat, and Skamania Counties) Greater Columbia Region (Asotin, Benton, Columbia, Franklin, Garfield, Kittitas, Walla Walla, Whitman, and Yakima Counties) Spokane Region (Adams, Ferry, Lincoln, Pend Oreille, Spokane, and Stevens Counties) North Central Region (Chelan, Douglas, Grant, and Okanogan Counties) 2.Opioid Funds will be allocated, distributed and managed within each Allocation Region, as determined by its Regional Agreement as set forth below. If an Allocation Region does not have a Regional Agreement enumerated in this MOU, and does not subsequently adopt a Regional Agreement per Section C.5, the default mechanism for allocation, distribution and management of Opioid Funds described in Section C.4.a will apply. Each Allocation Region must have an OAC whose composition and responsibilities shall be defined by Regional Agreement or as set forth in Section C.4. 3.King County’s Regional Agreement is reflected in Exhibit C to this MOU. 4.All other Allocation Regions that have not specified a Regional Agreement for allocating, distributing and managing Opioid Funds, will apply the following default methodology: a. Opioid Funds shall be allocated within each Allocation Region by taking the allocation for a Participating County from Exhibit B and apportioning those funds between that Participating County and its Participating Cities and Towns. Exhibit B also sets forth the allocation to the Participating Counties and the Participating Cities or Towns within the Counties based on a default allocation formula. As set forth above in Section B.3, to determine the allocation to a county, this formula utilizes: (1) the amount of opioids shipped to the county; (2) the number of opioid deaths that occurred in that county; and (3) the number of people who suffer opioid use disorder in that county. To determine the allocation within a county, the formula utilizes historical federal data showing how the specific Counties and the Cities and Towns within the Counties have 5 made opioids epidemic-related expenditures in the past. This is the same methodology used in the National Settlement Agreements for county and intra-county allocations. A Participating County, and the Cities and Towns within it may enter into a separate intra-county allocation agreement to modify how the Opioid Funds are allocated amongst themselves, provided the modification is in writing and agreed to by all Participating Local Governments in the County. Such an agreement shall not modify any of the other terms or requirements of this MOU. b.10% of the Opioid Funds received by the Region will be reserved, on an annual basis, for administrative costs related to the OAC. The OAC will provide an annual accounting for actual costs and any reserved funds that exceed actual costs will be reallocated to Participating Local Governments within the Region. c.Cities and towns with a population of less than 10,000 shall be excluded from the allocation, with the exception of cities and towns that are Litigating Participating Local Governments. The portion of the Opioid Funds that would have been allocated to a city or town with a population of less than 10,000 that is not a Litigating Participating Local Government shall be redistributed to Participating Counties in the manner directed in C.4.a above. d.Each Participating County, City, or Town may elect to have its share re-allocated to the OAC in which it is located. The OAC will then utilize this share for the benefit of Participating Local Governments within that Allocation Region, consistent with the Approved Purposes set forth in Exhibit A. A Participating Local Government’s election to forego its allocation of Opioid Funds shall apply to all future allocations unless the Participating Local Government notifies its respective OAC otherwise. If a Participating Local Government elects to forego its allocation of the Opioid Funds, the Participating Local Government shall be excused from the reporting requirements set forth in this Agreement. e.Participating Local Governments that receive a direct payment maintain full discretion over the use and distribution of their allocation of Opioid Funds, provided the Opioid Funds are used solely for Approved Purposes. Reasonable administrative costs for a Participating Local Government to administer its allocation of Opioid Funds shall not exceed actual costs or 10% of the Participating Local Government’s allocation of Opioid Funds, whichever is less. f.A Local Government that chooses not to become a Participating Local Government will not receive a direct allocation of Opioid Funds. The portion of the Opioid Funds that would have been allocated to a Local Government that is not a Participating Local Government shall be 6 redistributed to Participating Counties in the manner directed in C.4.a above. g.As a condition of receiving a direct payment, each Participating Local Government that receives a direct payment agrees to undertake the following actions: i. Developing a methodology for obtaining proposals for use of Opioid Funds. ii. Ensuring there is opportunity for community-based input on priorities for Opioid Fund programs and services. iii. Receiving and reviewing proposals for use of Opioid Funds for Approved Purposes. iv. Approving or denying proposals for use of Opioid Funds for Approved Purposes. v. Receiving funds from the Trustee for approved proposals and distributing the Opioid Funds to the recipient. vi. Reporting to the OAC and making publicly available all decisions on Opioid Fund allocation applications, distributions and expenditures. h.Prior to any distribution of Opioid Funds within the Allocation Region, The Participating Local Governments must establish an Opioid Abatement Council (OAC) to oversee Opioid Fund allocation, distribution, expenditures and dispute resolution. The OAC may be a preexisting regional body or may be a new body created for purposes of executing the obligations of this MOU. i.The OAC for each Allocation Region shall be composed of representation from both Participating Counties and Participating Towns or Cities within the Region. The method of selecting members, and the terms for which they will serve will be determined by the Allocation Region’s Participating Local Governments. All persons who serve on the OAC must have work or educational experience pertaining to one or more Approved Uses. j.The Regional OAC will be responsible for the following actions: i. Overseeing distribution of Opioid Funds from Participating Local Governments to programs and services within the Allocation Region for Approved Purposes. 7 ii. Annual review of expenditure reports from Participating Local Jurisdictions within the Allocation Region for compliance with Approved Purposes and the terms of this MOU and any Settlement. iii. In the case where Participating Local Governments chose to forego their allocation of Opioid Funds: (i) Approving or denying proposals by Participating Local Governments or community groups to the OAC for use of Opioid Funds within the Allocation Region. (ii) Directing the Trustee to distribute Opioid Funds for use by Participating Local Governments or community groups whose proposals are approved by the OAC. (iii) Administrating and maintaining records of all OAC decisions and distributions of Opioid Funds. iv. Reporting and making publicly available all decisions on Opioid Fund allocation applications, distributions and expenditures by the OAC or directly by Participating Local Governments. v. Developing and maintaining a centralized public dashboard or other repository for the publication of expenditure data from any Participating Local Government that receives Opioid Funds, and for expenditures by the OAC in that Allocation Region, which it shall update at least annually. vi. If necessary, requiring and collecting additional outcome- related data from Participating Local Governments to evaluate the use of Opioid Funds, and all Participating Local Governments shall comply with such requirements. vii. Hearing complaints by Participating Local Governments within the Allocation Region regarding alleged failure to (1) use Opioid Funds for Approved Purposes or (2) comply with reporting requirements. 5. Participating Local Governments may agree and elect to share, pool, or collaborate with their respective allocation of Opioid Funds in any manner they choose by adopting a Regional Agreement, so long as such sharing, pooling, or collaboration is used for Approved Purposes and complies with the terms of this MOU and any Settlement. 8 6. Nothing in this MOU should alter or change any Participating Local Government’s rights to pursue its own claim. Rather, the intent of this MOU is to join all parties who wish to be Participating Local Governments to agree upon an allocation formula for any Opioid Funds from any future binding Settlement with one or more Pharmaceutical Supply Chain Participants for all Local Governments in the State of Washington. 7. If any Participating Local Government disputes the amount it receives from its allocation of Opioid Funds, the Participating Local Government shall alert its respective OAC within sixty (60) days of discovering the information underlying the dispute. Failure to alert its OAC within this time frame shall not constitute a waiver of the Participating Local Government’s right to seek recoupment of any deficiency in its allocation of Opioid Funds. 8. If any OAC concludes that a Participating Local Government’s expenditure of its allocation of Opioid Funds did not comply with the Approved Purposes listed in Exhibit A, or the terms of this MOU, or that the Participating Local Government otherwise misused its allocation of Opioid Funds, the OAC may take remedial action against the alleged offending Participating Local Government. Such remedial action is left to the discretion of the OAC and may include withholding future Opioid Funds owed to the offending Participating Local Government or requiring the offending Participating Local Government to reimburse improperly expended Opioid Funds back to the OAC to be re-allocated to the remaining Participating Local Governments within that Region. 9. All Participating Local Governments and OAC shall maintain all records related to the receipt and expenditure of Opioid Funds for no less than five (5) years and shall make such records available for review by any other Participating Local Government or OAC, or the public. Records requested by the public shall be produced in accordance with Washington’s Public Records Act RCW 42.56.001 et seq. Records requested by another Participating Local Government or an OAC shall be produced within twenty-one (21) days of the date the record request was received. This requirement does not supplant any Participating Local Government or OAC’s obligations under Washington’s Public Records Act RCW 42.56.001 et seq. D.Payment of Counsel and Litigation Expenses 1.The Litigating Local Governments have incurred attorneys’ fees and litigation expenses relating to their prosecution of claims against the Pharmaceutical Supply Chain Participants, and this prosecution has inured to the benefit of all Participating Local Governments. Accordingly, a Washington 9 Government Fee Fund (“GFF”) shall be established that ensures that all Parties that receive Opioid Funds contribute to the payment of fees and expenses incurred to prosecute the claims against the Pharmaceutical Supply Chain Participants, regardless of whether they are litigating or non-litigating entities. 2.The amount of the GFF shall be based as follows: the funds to be deposited in the GFF shall be equal to 15% of the total cash value of the Opioid Funds. 3.The maximum percentage of any contingency fee agreement permitted for compensation shall be 15% of the portion of the Opioid Funds allocated to the Litigating Local Government that is a party to the contingency fee agreement, plus expenses attributable to that Litigating Local Government. Under no circumstances may counsel collect more for its work on behalf of a Litigating Local Government than it would under its contingency agreement with that Litigating Local Government. 4.Payments from the GFF shall be overseen by a committee (the “Opioid Fee and Expense Committee”) consisting of one representative of the following law firms: (a) Keller Rohrback L.LP.; (b) Hagens Berman Sobol Shapiro LLP; (c) Goldfarb & Huck Roth Riojas, PLLC; and (d) Napoli Shkolnik PLLC. The role of the Opioid Fee and Expense Committee shall be limited to ensuring that the GFF is administered in accordance with this Section. 5.In the event that settling Pharmaceutical Supply Chain Participants do not pay the fees and expenses of the Participating Local Governments directly at the time settlement is achieved, payments to counsel for Participating Local Governments shall be made from the GFF over not more than three years, with 50% paid within 12 months of the date of Settlement and 25% paid in each subsequent year, or at the time the total Settlement amount is paid to the Trustee by the Defendants, whichever is sooner. 6.Any funds remaining in the GFF in excess of: (i) the amounts needed to cover Litigating Local Governments’ private counsel’s representation agreements, and (ii) the amounts needed to cover the common benefit tax discussed in Section C.8 below (if not paid directly by the Defendants in connection with future settlement(s), shall revert to the Participating Local Governments pro rata according to the percentages set forth in Exhibits B, to be used for Approved Purposes as set forth herein and in Exhibit A. 7.In the event that funds in the GFF are not sufficient to pay all fees and expenses owed under this Section, payments to counsel for all Litigating Local Governments shall be reduced on a pro rata basis. The Litigating Local Governments will not be responsible for any of these reduced amounts. 10 8.The Parties anticipate that any Opioid Funds they receive will be subject to a common benefit “tax” imposed by the court in In Re: National Prescription Opiate Litigation, United States District Court for the Northern District of Ohio, Case No. 1:17-md-02804-DAP (“Common Benefit Tax”). If this occurs, the Participating Local Governments shall first seek to have the settling defendants pay the Common Benefit Tax. If the settling defendants do not agree to pay the Common Benefit Tax, then the Common Benefit Tax shall be paid from the Opioid Funds and by both litigating and non-litigating Local Governments. This payment shall occur prior to allocation and distribution of funds to the Participating Local Governments. In the event that GFF is not fully exhausted to pay the Litigating Local Governments’ private counsel’s representation agreements, excess funds in the GFF shall be applied to pay the Common Benefit Tax (if any). E.General Terms 1.If any Participating Local Government believes another Participating Local Government, not including the Regional Abatement Advisory Councils, violated the terms of this MOU, the alleging Participating Local Government may seek to enforce the terms of this MOU in the court in which any applicable Settlement(s) was entered, provided the alleging Participating Local Government first provides the alleged offending Participating Local Government notice of the alleged violation(s) and a reasonable opportunity to cure the alleged violation(s). In such an enforcement action, any alleging Participating Local Government or alleged offending Participating Local Government may be represented by their respective public entity in accordance with Washington law. 2.Nothing in this MOU shall be interpreted to waive the right of any Participating Local Government to seek judicial relief for conduct occurring outside the scope of this MOU that violates any Washington law. In such an action, the alleged offending Participating Local Government, including the Regional Abatement Advisory Councils, may be represented by their respective public entities in accordance with Washington law. In the event of a conflict, any Participating Local Government, including the Regional Abatement Advisory Councils and its Members, may seek outside representation to defend itself against such an action. 3.Venue for any legal action related to this MOU shall be in the court in which the Participating Local Government is located or in accordance with the court rules on venue in that jurisdiction. This provision is not intended to expand the court rules on venue. 4.This MOU may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Participating Local Governments approve the use of electronic signatures for execution of this MOU. All use of electronic signatures 11 shall be governed by the Uniform Electronic Transactions Act. The Parties agree not to deny the legal effect or enforceability of the MOU solely because it is in electronic form or because an electronic record was used in its formation. The Participating Local Government agree not to object to the admissibility of the MOU in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 5.Each Participating Local Government represents that all procedures necessary to authorize such Participating Local Government’s execution of this MOU have been performed and that the person signing for such Party has been authorized to execute the MOU. [Remainder of Page Intentionally Left Blank – Signature Pages Follow] 12 This One Washington Memorandum of Understanding Between Washington Municipalities is signed this _____ day of ___________________, 2022 by: _______________________________________________ Name & Title ___________________________________ On behalf of ____________________________________ 4894-0031-1574, v. 2 Armondo Pavone, Mayor City of Renton 23rd September Attest:__________________________ Jason Seth, City Clerk EXHIBIT A 1 O P I O I D A B A T E M E N T S T R A T E G I E S 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, co-usage, and/or co-addiction through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including all forms of Medication-Assisted Treatment (MAT) approved by the U.S. Food and Drug Administration. 2.Support and reimburse services that include the full American Society of Addiction Medicine (ASAM) continuum of care for OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including but not limited to: a.Medication-Assisted Treatment (MAT); b.Abstinence-based treatment; c.Treatment, recovery, or other services provided by states, subdivisions, community health centers; non-for-profit providers; or for-profit providers; d.Treatment by providers that focus on OUD treatment as well as treatment by providers that offer OUD treatment along with treatment for other SUD/MH conditions, co-usage, and/or co-addiction; or e.Evidence-informed residential services programs, as noted below. 3.Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, 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, evidence-informed, or promising practices such as adequate methadone dosing. 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, co-usage, and/or co-addiction and for persons who have experienced an opioid overdose. 6.Support treatment of mental health trauma resulting from the traumatic experiences of the opioid user (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose 2 or overdose fatality), and training of health care personnel to identify and address such trauma. 7.Support detoxification (detox) and withdrawal management services for persons with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including medical detox, referral to treatment, or connections to other services or supports. 8.Support training on MAT for health care providers, 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, co-usage, and/or co-addiction. 10.Provide fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments. 11.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. 12.Support the dissemination of 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. 13. Support the development and dissemination of 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 treatment for and recovery from OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Provide the full continuum of care of recovery services for OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including supportive housing, residential treatment, medical detox services, peer support services and counseling, community navigators, case management, and connections to community-based services. 2.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, co-usage, and/or co-addiction. 3 3.Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including supportive housing, recovery housing, housing assistance programs, or training for housing providers. 4.Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions, co- usage, and/or co-addiction. 5.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, co-usage, and/or co-addiction. 6.Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions, co-usage, and/or co- addiction. 7.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. 8.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 manage the opioid user in the family. 9.Provide training and development of procedures for government staff to appropriately interact and provide social and other services to current and recovering opioid users, including reducing stigma. 10.Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment. C.CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED (CONNECTIONS TO CARE) Provide connections to care for people who have – or are at risk of developing – OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction through evidence- based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 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.Support Screening, Brief Intervention and Referral to Treatment (SBIRT) programs to reduce the transition from use to disorders. 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 4.Purchase automated versions of SBIRT and support ongoing costs of the technology. 5.Support training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services. 6.Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, or persons who have experienced an opioid overdose, into community treatment or recovery services through a bridge clinic or similar approach. 7.Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions, co- usage, and/or co-addiction or persons that have experienced an opioid overdose. 8.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. 9.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, co-usage, and/or co-addiction or to persons who have experienced an opioid overdose. 10.Provide funding for peer navigators, recovery coaches, care coordinators, or care managers that offer assistance to persons with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction or to persons who have experienced on opioid overdose. 11.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. 12.Develop and support best practices on addressing OUD in the workplace. 13.Support assistance programs for health care providers with OUD. 14.Engage non-profits and the faith community as a system to support outreach for treatment. 15.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, co-usage, and/or co-addiction. 16.Create or support intake and call centers to facilitate education and access to treatment, prevention, and recovery services for persons with OUD and any co- occurring SUD/MH conditions, co-usage, and/or co-addiction. 5 17.Develop or support a National Treatment Availability Clearinghouse – a multistate/nationally accessible database whereby health care providers can list locations for currently available in-patient and out-patient OUD treatment services that are accessible on a real-time basis by persons who seek treatment. D.ADDRESS THE NEEDS OF CRIMINAL-JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions, co- usage, and/or co-addiction who are involved – or are at risk of becoming involved – in the criminal justice system through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Support pre-arrest or post-arrest diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including established strategies such as: a.Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (PAARI); b.Active outreach strategies such as the Drug Abuse Response Team (DART) model; c.“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; d.Officer prevention strategies, such as the Law Enforcement Assisted Diversion (LEAD) model; e.Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; f.Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise and to reduce perceived barriers associated with law enforcement 911 responses; or g.County prosecution diversion programs, including diversion officer salary, only for counties with a population of 50,000 or less. Any diversion services in matters involving opioids must include drug testing, monitoring, or treatment. 2.Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction to evidence-informed treatment, including MAT, and related services. 3.Support treatment and recovery courts for persons with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, but only if these courts provide referrals to evidence-informed treatment, including MAT. 6 4.Provide evidence-informed treatment, including MAT, recovery support, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction who are incarcerated in jail or prison. 5.Provide evidence-informed treatment, including MAT, recovery support, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction who are leaving jail or prison 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, co-usage, and/or co-addiction to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, 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, co-usage, and/or co-addiction, and the needs of their families, including babies with neonatal abstinence syndrome, through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Support evidence-based, evidence-informed, or promising treatment, including MAT, recovery services and supports, and prevention services for pregnant women – or women who could become pregnant – who have OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome. 2.Provide training for obstetricians or other healthcare personnel that work with pregnant women and their families regarding treatment of OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction. 3.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 Neonatal Abstinence Syndrome get referred to appropriate services and receive a plan of safe care. 4.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. 7 5.Offer enhanced family supports and home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction, including but not limited to parent skills training. 6.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, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids. 2.Academic counter-detailing to educate prescribers on appropriate opioid prescribing. 3.Continuing Medical Education (CME) on appropriate prescribing of opioids. 4.Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain. 5.Support enhancements or improvements to Prescription Drug Monitoring Programs (PDMPs), including but not limited to improvements that: a.Increase the number of prescribers using PDMPs; b.Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs or by improving the interface that prescribers use to access PDMP data, or both; or c.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. 6.Development and implementation of a national PDMP – Fund development of a multistate/national PDMP that permits information sharing while providing appropriate safeguards on sharing of private health information, including but not limited to: a.Integration of PDMP data with electronic health records, overdose episodes, and decision support tools for health care providers relating to OUD. 8 b.Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation’s Emergency Medical Technician overdose database. 7.Increase electronic prescribing to prevent diversion or forgery. 8.Educate Dispensers on appropriate opioid dispensing. G.PREVENT MISUSE OF OPIOIDS Support efforts to discourage or prevent misuse of opioids through evidence-based, evidence- informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Corrective advertising or affirmative public education campaigns based on evidence. 2.Public education relating to drug disposal. 3.Drug take-back disposal or destruction programs. 4.Fund community anti-drug coalitions that engage in drug prevention efforts. 5.Support community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction – including staffing, educational campaigns, support for people in treatment or recovery, or 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). 6.Engage non-profits and faith-based communities as systems to support prevention. 7.Support evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent- teacher and student associations, and others. 8.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. 9.Support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions, co-usage, and/or co-addiction. 10.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. 11.Support greater access to mental health services and supports for young people, including services and supports provided by school nurses or other school staff, to 9 address mental health needs in young people that (when not properly addressed) increase the risk of opioid or other drug misuse. H.PREVENT OVERDOSE DEATHS AND OTHER HARMS Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following: 1.Increase availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, opioid users, families and friends of opioid users, schools, community navigators and outreach workers, drug offenders upon release from jail/prison, or other members of the general public. 2.Provision by public health entities of free naloxone to anyone in the community, including but not limited to provision of intra-nasal naloxone in settings where other options are not available or allowed. 3.Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, and other members of the general public. 4.Enable school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support. 5.Expand, improve, or develop 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.Educate first responders regarding the existence and operation of immunity and Good Samaritan laws. 9.Expand access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use. 10.Support mobile units that offer or provide referrals to 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, co-usage, and/or co-addiction. 11.Provide training in treatment and recovery 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, co-usage, and/or co-addiction. 12.Support screening for fentanyl in routine clinical toxicology testing. 10 PART THREE: OTHER STRATEGIES I.FIRST RESPONDERS In addition to items C8, D1 through D7, H1, H3, and H8, support the following: 1.Current and future law enforcement expenditures relating to the opioid epidemic. 2.Educate law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs. J.LEADERSHIP, PLANNING AND COORDINATION Support efforts to provide leadership, planning, and coordination to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following: 1.Community regional planning to identify goals for reducing harms related to the opioid epidemic, to identify areas and populations with the greatest needs for treatment intervention services, or to support other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 2.A government dashboard to track key opioid-related indicators and supports as identified through collaborative 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, co-usage, and/or co-addiction, 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 in various items above, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following: 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.Invest in 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, co-usage, and/or co-addiction, or implement other 11 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: 1.Monitoring, surveillance, 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 innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids. 5.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). 6.Research on expanded modalities such as prescription methadone that can expand access to MAT. EXHIBIT B Local County Government % Allocation Adams County Adams County 0.1638732475% Hatton Lind Othello Ritzville Washtucna County Total:0.1638732475% Asotin County Asotin County 0.4694498386% Asotin Clarkston County Total:0.4694498386% Benton County Benton County 1.4848831892% Benton City Kennewick 0.5415650564% Prosser Richland 0.4756779517% West Richland 0.0459360490% County Total:2.5480622463% Chelan County Chelan County 0.7434914485% Cashmere Chelan Entiat Leavenworth Wenatchee 0.2968333494% County Total:1.0403247979% Clallam County Clallam County 1.3076983401% Forks Port Angeles 0.4598370527% Sequim County Total:1.7675353928% *** - Local Government appears in multiple counties B-1 EXHIBIT B Local County Government % Allocation Clark County Clark County 4.5149775326% Battle Ground 0.1384729857% Camas 0.2691592724% La Center Ridgefield Vancouver 1.7306605325% Washougal 0.1279328220% Woodland*** Yacolt County Total:6.7812031452% Columbia County Columbia County 0.0561699537% Dayton Starbuck County Total:0.0561699537% Cowlitz County Cowlitz County 1.7226945990% Castle Rock Kalama Kelso 0.1331145270% Longview 0.6162736905% Woodland*** County Total:2.4720828165% Douglas County Douglas County 0.3932175175% Bridgeport Coulee Dam*** East Wenatchee 0.0799810865% Mansfield Rock Island Waterville County Total:0.4731986040% Ferry County Ferry County 0.1153487994% Republic County Total:0.1153487994% *** - Local Government appears in multiple counties B-2 EXHIBIT B Local County Government % Allocation Franklin County Franklin County 0.3361237144% Connell Kahlotus Mesa Pasco 0.4278056066% County Total:0.7639293210% Garfield County Garfield County 0.0321982209% Pomeroy County Total:0.0321982209% Grant County Grant County 0.9932572167% Coulee City Coulee Dam*** Electric City Ephrata George Grand Coulee Hartline Krupp Mattawa Moses Lake 0.2078293909% Quincy Royal City Soap Lake Warden Wilson Creek County Total:1.2010866076% *** - Local Government appears in multiple counties B-3 EXHIBIT B Local County Government % Allocation Grays Harbor County Grays Harbor County 0.9992429138% Aberdeen 0.2491525333% Cosmopolis Elma Hoquiam McCleary Montesano Oakville Ocean Shores Westport County Total:1.2483954471% Island County Island County 0.6820422610% Coupeville Langley Oak Harbor 0.2511550431% County Total:0.9331973041% Jefferson County Jefferson County 0.4417137380% Port Townsend County Total:0.4417137380% *** - Local Government appears in multiple counties B-4 EXHIBIT B Local County Government % Allocation King County King County 13.9743722662% Algona Auburn***0.2622774917% Beaux Arts Village Bellevue 1.1300592573% Black Diamond Bothell***0.1821602716% Burien 0.0270962921% Carnation Clyde Hill Covington 0.0118134406% Des Moines 0.1179764526% Duvall Enumclaw***0.0537768326% Federal Way 0.3061452240% Hunts Point Issaquah 0.1876240107% Kenmore 0.0204441024% Kent 0.5377397676% Kirkland 0.5453525246% Lake Forest Park 0.0525439124% Maple Valley 0.0093761587% Medina Mercer Island 0.1751797481% Milton*** Newcastle 0.0033117880% Normandy Park North Bend Pacific*** Redmond 0.4839486007% Renton 0.7652626920% Sammamish 0.0224369090% SeaTac 0.1481551278% Seattle 6.6032403816% Shoreline 0.0435834501% Skykomish Snoqualmie 0.0649164481% Tukwila 0.3032205739% Woodinville 0.0185516364% Yarrow Point County Total:26.0505653608% *** - Local Government appears in multiple counties B-5 EXHIBIT B Local County Government % Allocation Kitsap County Kitsap County 2.6294133668% Bainbridge Island 0.1364686014% Bremerton 0.6193374389% Port Orchard 0.1009497162% Poulsbo 0.0773748246% County Total:3.5635439479% Kittitas County Kittitas County 0.3855704683% Cle Elum Ellensburg 0.0955824915% Kittitas Roslyn South Cle Elum County Total:0.4811529598% Klickitat County Klickitat County 0.2211673457% Bingen Goldendale White Salmon County Total:0.2211673457% Lewis County Lewis County 1.0777377479% Centralia 0.1909990353% Chehalis Morton Mossyrock Napavine Pe Ell Toledo Vader Winlock County Total:1.2687367832% *** - Local Government appears in multiple counties B-6 EXHIBIT B Local County Government % Allocation Lincoln County Lincoln County 0.1712669645% Almira Creston Davenport Harrington Odessa Reardan Sprague Wilbur County Total:0.1712669645% Mason County Mason County 0.8089918012% Shelton 0.1239179888% County Total:0.9329097900% Okanogan County Okanogan County 0.6145043345% Brewster Conconully Coulee Dam*** Elmer City Nespelem Okanogan Omak Oroville Pateros Riverside Tonasket Twisp Winthrop County Total:0.6145043345% Pacific County Pacific County 0.4895416466% Ilwaco Long Beach Raymond South Bend County Total:0.4895416466% *** - Local Government appears in multiple counties B-7 EXHIBIT B Local County Government % Allocation Pend Oreille County Pend Oreille County 0.2566374940% Cusick Ione Metaline Metaline Falls Newport County Total:0.2566374940% Pierce County Pierce County 7.2310164020% Auburn***0.0628522112% Bonney Lake 0.1190773864% Buckley Carbonado DuPont Eatonville Edgewood 0.0048016791% Enumclaw***0.0000000000% Fife 0.1955185481% Fircrest Gig Harbor 0.0859963345% Lakewood 0.5253640894% Milton*** Orting Pacific*** Puyallup 0.3845704814% Roy Ruston South Prairie Steilacoom Sumner 0.1083157569% Tacoma 3.2816374617% University Place 0.0353733363% Wilkeson County Total:12.0345236870% San Juan County San Juan County 0.2101495171% Friday Harbor County Total:0.2101495171% *** - Local Government appears in multiple counties B-8 EXHIBIT B Local County Government % Allocation Skagit County Skagit County 1.0526023961% Anacortes 0.1774962906% Burlington 0.1146861661% Concrete Hamilton La Conner Lyman Mount Vernon 0.2801063665% Sedro-Woolley 0.0661146351% County Total:1.6910058544% Skamania County Skamania County 0.1631931925% North Bonneville Stevenson County Total:0.1631931925% Snohomish County Snohomish County 6.9054415622% Arlington 0.2620524080% Bothell***0.2654558588% Brier Darrington Edmonds 0.3058936009% Everett 1.9258363241% Gold Bar Granite Falls Index Lake Stevens 0.1385202891% Lynnwood 0.7704629214% Marysville 0.3945067827% Mill Creek 0.1227939546% Monroe 0.1771621898% Mountlake Terrace 0.2108935805% Mukilteo 0.2561790702% Snohomish 0.0861097964% Stanwood Sultan Woodway County Total:11.8213083387% *** - Local Government appears in multiple counties B-9 EXHIBIT B Local County Government % Allocation Spokane County Spokane County 5.5623859292% Airway Heights Cheney 0.1238454349% Deer Park Fairfield Latah Liberty Lake 0.0389636519% Medical Lake Millwood Rockford Spangle Spokane 3.0872078287% Spokane Valley 0.0684217500% Waverly County Total:8.8808245947% Stevens County Stevens County 0.7479240179% Chewelah Colville Kettle Falls Marcus Northport Springdale County Total:0.7479240179% Thurston County Thurston County 2.3258492094% Bucoda Lacey 0.2348627221% Olympia 0.6039423385% Rainier Tenino Tumwater 0.2065982350% Yelm County Total:3.3712525050% Wahkiakum County Wahkiakum County 0.0596582197% Cathlamet County Total:0.0596582197% *** - Local Government appears in multiple counties B-10 EXHIBIT B Local County Government % Allocation Walla Walla County Walla Walla County 0.5543870294% College Place Prescott Waitsburg Walla Walla 0.3140768654% County Total:0.8684638948% Whatcom County Whatcom County 1.3452637306% Bellingham 0.8978614577% Blaine Everson Ferndale 0.0646101891% Lynden 0.0827115612% Nooksack Sumas County Total:2.3904469386% Whitman County Whitman County 0.2626805837% Albion Colfax Colton Endicott Farmington Garfield LaCrosse Lamont Malden Oakesdale Palouse Pullman 0.2214837491% Rosalia St. John Tekoa Uniontown County Total:0.4841643328% *** - Local Government appears in multiple counties B-11 EXHIBIT B Local County Government % Allocation Yakima County Yakima County 1.9388392959% Grandview 0.0530606109% Granger Harrah Mabton Moxee Naches Selah Sunnyside 0.1213478384% Tieton Toppenish Union Gap Wapato Yakima 0.6060410539% Zillah County Total:2.7192887991% *** - Local Government appears in multiple counties B-12 EXHIBIT 4 Non-Exhaustive List of Expenditures that Qualify as Opioid Remediation (Exhibit E of the Global Settlement)