Loading...
HomeMy WebLinkAbout2022 Settlement AgreementDo Sign Emebpe ID: SMEOAE330e6da3C.A11C-A6EAC2026033 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement is made and entered into this 19th day of October 2022, among Walmart (defined below), the State of Florida and its Office of the Attorney General (the "State") (with Walmart and the State collectively referred to as the `Settling, Parties"). This Setdarr t Agreement is intended by the Settling Parties to fully, finally and forever resolve, discharge and settle the Released Claims (as defined below), upon and subject to the terms and conditions hereof (the "Settlement"). WHEREAS, allegations have been made against Walmart that it historically, among other acts, distributed and dispensed prescription opioid pain medication improperly in a fashion that has caused Alleeed Harms (defined below) to the health of Florida residents and to the State; WHEREAS, numerous Litieatine Subdivisions (defined below) have filed Actions (defined below) in various futures against Walmart, among others, raising Claims or allegations concerning, related to, based upon, or in connection with the Alleged Harms and/or the Covered Conduct (defined below) and seeking relief that overlaps in whole or in part with relief that the State could seek; WHEREAS, numerous Subdivisions (defined below) that are not Litigating Subdivisions ("Non-Litieatine Subdivisions") and the State of Florida could seek to file additional Actions raising Claims or allegations concerning, related to, based upon, or in connection with the Alleged Harms and/or the Covered Conduct and seeking relief that overlaps in whole or in pan with the relief sought in the Actions filed by Litigating Subdivisions against Walmart; WHEREAS, Walmart (i) denies each and all of the Claims and allegations of wrongdoing made by the Litigating Subdivisions in each of the Actions and maintains that it has meritorious defenses; (ii) denies all assertions of wrongdoing or liability against Walmart arising out ofany of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Actions already brought by Litigating Subdivisions or that could be brought by the State or Non -Litigating Subdivisions, and contends that the factual allegations made in the Litigating Subdivisions' Actions relating to Walmart are false and materially inaccurate; (iu) denies that any Litigating Subdivision, the State, or any other Subdivision, or any Florida resident, was harmed by any conduct of Walmart (iv) denies liability, expressly denies any wrongdoing, and denies it violated any federal or state statute or common taw; and (v) maintains that Walmart would be able to successfully defend against the Claims and allegations at vial, that the facts do not support the allegations, that Walmart engaged in no misconduct or unlawful activity, and caused no harm to the Litigating Subdivisions, the State, other Subdivisions, or any Florida residents; WHEREAS, the Parties have investigated the facts and analyzed the relevant legal issues regarding the Claims and defenses that have been or could have been asserted in the Actions; WHEREAS, having conducted a thorough investigation of the opioid industry, the office of the Attorney General concluded based on objective data metrics that Walmart dispensed many fewer opioids per store and in dosages that were substantially lower than the other major chain pharmacies and independent pharmacies in Florida, and Walmart's share of opioids distributed and dispensed in Florida was substantially lower than the other major chain pharmacies; DmuSlae Envelope ID: aFDEaAEMON4830-Al IPASEAUMD33 WHEREAS, the Office of the Attorney General's investigation concluded that the Company has already voluntarily implemented a wide-ranging, industry -leading, innovative, and comprehensive set of policies, procedures, and controls relating to the dispensing of prescription opioid medications and other controlled substances, including pharmacist training and empowerment programs, company -wide limitations on strength and duration of acute opioid prescriptions, and an industry -leading suite of opioid data analytics, which the Company uses to identify and investigate potentially problematic prescribing practices; WHEREAS, the Office of the Attorney General brought lawsuits against other major chain pharmacies regarding their prescription opioid medication practices but not against Walmart; WHEREAS, based on the aforementioned investigations and conclusions, the Office of the Attorney General believes that it is more efficient and valuable to the State of Florida to avoid the uncertainties and costs of litigation with Walmart and instead to resolve any claims the State may have through a cooperative and mutually beneficial settlement; WHEREAS, because of Walman's widespread presence throughout the state of Florida and Walmart's extensive experience distributing and dispensing Naloxone, the State selected Walmart as its preferred pharmacy partner to assist with the dispensing of Naloxone received by the State from Teva Pharmaceuticals Industries Ltd. ("Teva") pursuant to the State's settlement with Teva; WHEREAS, the Parties have each considered the costs and delays and uncertainty associated with the prosecution and defense ofan action and the continued prosecution and defense of the other Actions; WHEREAS, the Parties believe the Settlement set forth herein avoids the uncertainties of litigation and assures that the benefits reflected herein are obtained; WHEREAS, the State has concluded that the terns of the Settlement are fair, reasonable and adequate and in the best interest of the State and all Subdivisions and Florida citizens and residents; WHEREAS, the State has determined that continuation or commencement of Actions against Walmart by Litigating Subdivisions or other Subdivisions would unduly interfere with the State's litigation authority to bring and resolve litigation in which the State bas an interest and frustrate the State's efforts to obtain a favorable settlement; WHEREAS, the Parties agree that neither this Agreement nor any statement made in the negotiation thereof shall be deemed or construed to be a concession as to any Claim, an admission, evidence of any violation of any statute or law, evidence of any liability or wrongdoing by Walmart, or evidence of the truth of any of the Claims, allegations, denials, or defenses made in the Litigating Subdivisions' Actions; WHEREAS, arms -length settlement negotiations have taken place over the course of several months between Walmart and the State; and nocualan Fs." ID: eFDRAE35096493CAfl C-MEAC2D25D33 WHEREAS, the State views prompt settlement on the terms enclosed herein to be in the public interest and crucial to the State of Florida and its citizens; recognizes that Subdivisions may, notwithstanding their willingness to sign on to this settlement, wish to reserve the right to challenge the Attorney General's authority to bind them in other litigation that does not arise out of a relate to the Covered Conduct; and represents that the State shall not use those Subdivisions' acceptance of the terms of this Settlement as precedent in any litigation matter that does not arise out of or relate to the Alleged Harms and/or the Covered Conduct. NOW, THEREFORE, IT IS HEREBY AGREED by and between the State and Walmart, by and through their respective counsel, as follows: A. Definitions. As used in this Agreement, the following capitalized terms have the meanings specified below. (a) "Actions" means any lawsuit by a Subdivision asserting any Released Claim against any Releaser. (b) "Anreement," "Settlement" or "Settlement Agreement" means this Settlement Agreement, together with any exhibits attached hereto, which are incorporated herein by reference. (c) "Alleged Harms" means the alleged past, present, and future financial, societal, and related expenditures arising out of the alleged misuse and abuse of opioid products, non-exclusive examples of which are described in the documents listed on Exhibit K including those expenditures that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by Walmart. (d) "Bankruntev Code" means Title 11 of the United States Code, I U.S.C. §§ 101, et seq. (e) "Bar" means either: (1) a law barring all Subdivisions in the State of Florida from maintaining Released Claims against Releasees (either through a direct bar or through a grant of authority to release Claims and the exercise of such authority in full) or (2) a ruling by the Florida Supreme Court (or a District Court of Appeal if a decision is not subject to further review by the Florida Supreme Court) setting forth the general principle that Subdivisions in the State of Florida may not maintain any Released Claims against Releasees, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law m ruling that is conditioned or predicated upon payment by a Releasee (apart from the payments by Walmart contemplated under this Agreement) shall not constitute a Bar. (f) "Claim" means any past, present or future cause of action, claim for relief, cross -claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty, judgment, right, obligation, dispute, suit, contract, controversy, agreement, parew parrlae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or milled, whether asserted or Dxu5i0n Envekps ID. 8FDEDAE3-50B6 B3C-A11C.ABEAC2D25033 unasserted, whether known or unknown, whether accrued or unacemed, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including, but not limited to, any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, abatement, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative or regulatory remedy whatsoever. (g) "Claim -Over" means a Claim asserted by any entity that is not a Releuor against a Releasee on the basis of contribution, indemnity, or other claim -over on any theory relating to Claims arising out of or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Releasee) asserted by a Releasor. (h) "Consent Judmnent" means a consent decree, order, judgment, or similar action; in connection with this Agreement, the Parties have agreed to the entry of the Consent Judgment attached hereto as Exhibit H, which provides for the release set forth below and the dismissal with prejudice of any Released Claims that the State of Florida Office of the Attomey General has brought against Releasees, on the terms and conditions specified herein. (i) "Court" means the Sixth Judicial Circuit Court in and for Pasco County, State of Florida. Q) "Covered Conduct" means any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Effective Date of the Release (and any past, present or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity) in any line of business arising from or relating in any way to any Product, including without limitation (1) the distribution, dispensing, delivery, monitoring, reporting, supply, sale, prescribing, physical security, warehousing, coverage, purchases, reimbursement, discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, or use or abuse of any Product; orders, prescriptions, formularies, guidelines, payments or rebates for any Product; policies, practices and/or operating procedures, statements, contracts, commercial arrangements, insurance, claim or benefit administration, claim adjudication, plan design, data and sales thereof, and any other act or failure to act relating to, any Product; and any system, plan, policy or advocacy relating to any Product; (2) the characteristics, properties, risks or benefits of any Product; (3) the reporting, disclosure, non -reporting or non- disclosure to federal, state or other regulators of orders, prescriptions, or conduct related to any Product; (4) the purchasing, selling, acquiring, disposing of, importing, exporting, handling, processing, packaging, supplying, distributing, converting, or otherwise engaging in any activity relating to any Product; and (5) controls against diversion, corresponding responsibility, and suspicious order monitoring. (k) "Walm 'means Walmart Inc. D Sian Envelope ID: aFDEDAE3-50B64B3C-A11C-MEAC2D25n33 0) "Effective Date of the Agreement" means 3 business days after the Initial Participation Date, provided that either a Bar exists or a mutually sufficient number of Subdivisions have become Participating Subdivisions by the Initial Participation Date. The Parties may alter the Effective Date of the Agreement by mutual written agreement. For the avoidance of doubt, the Effective Date of the Agreement will not occur if either Party determines in its sole discretion that an insufficient number of Subdivisions have become Participating Subdivisions by the Initial Participation Date. (m) "Effective Date of the Release" means the date on which the Court enters the Consent Judgment. (n) "Execution Date" means the date on which this Agreement is executed by the last Party to do so. (o) "Initial Participation Date" means the date by which Litigating Subdivisions must join to become initial Participating Subdivisions. The Initial Participation Date shall be 30 days after the Execution Date. The Parties may aher the Initial Participation Date by mutual written agreement. (p) "Litieatne Subdivision" means a Subdivision (or Subdivision official) that has brought any Released Claim against any Releasees on or before the Execution Date, including, but not limited to, the agreed list of Litigating Subdivisions set forth in Exhibit A. (q) "Litigation Costs" means attorneys' fees and investigative and litigation costs and expenses incurred in connection with Claims asserted against any Releasee in any Litigating Subdivision's Action. (r) "Non-Joinine Subdivision" means any Litigating Subdivision or Principal Subdivision that does not execute a subdivision settlement participation form attached as Exhibit D by the Post -Effective Date Sign -on Deadline. (a) "Non -Litigating Subdivision" means a Subdivision that is not a Litigating Subdivision (t) "Non -Participating Subdivision" means a Subdivision that is not or is not yet a Participating Subdivision. (u) "Onioid Remediation" means care, treatment and other programs and expenditures (including reimbursement for past such programs or expenditures, except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to remediate Alleged Harms, including to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit C provides a non -exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include Oow519n Envelope 10: 8FDEOAE15086iB3CA11C-A8EAC2D25033 reasonable [elated administrative expenses.I Walmat denies that Opioid Remediation comprises cognizable abatement. (v) "Participating Subdivision" means any Subdivision that executes a subdivision settlement participation to= attached as Exhibit D. (w) "Parties" and "Settling Parties" means Walmart and the State, with each being a "P—arty' and "Settling Party ' (x) 'Rost -Effective Date Sign -on Deadline" means the deadline for Subdivisions to execute a subdivision settlement participation form attached as Exhibit D. which shall be 150 days after the Effective Date of the Agreement. (y) "Principal Subdivision" means: (1) a County, regardless of population; or (2) a Subdivision that is not a County, but is a General Purpose Government entity (including a municipality, city, town, township, parish, village, borough, gore or any other entities that provide municipal -type government) with a population of mom than 10,000, including, but not limited to, the agreed list of Principal Subdivisions attached hereto as Exhibit B. (z) "ProducC' meays any chemical substance, whether licit or illicit, whether used for medicinal or non -medicinal purposes, and whether natural, synthetic, or semi -synthetic, or any finished pharmaceutical product made from or with such substance, that is: (1) an opioid or opiate, as well as any product containing any such substance; or (2) a benzodiazepine, a muscle relaxer, or gabapentin; or (3) a combination or "cocktail" of chemical substances prescribed, sold, bought or dispensed to be used together that includes opioids or opiates. "Product" shall include, but is not limited to, any substance consisting of or containing buprevorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morpbine, oxycodone, oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazolem, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, chlordiazepoxide, clobazam, clorazepate, fluntzepam, lorazepam, temazepam, catisoprodol, cyclobenzaprine, orpbenadrine, tizanidine, gabapentin, or any variant of these substances or any similar substance. Notwithstanding the foregoing, nothing in this definition prohibits a Releasor from taking administrative or regulatory action related to a benzodiampine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, ternmepam, and midazolam), carimprodol, or gabapentin that is wholly independent from the use of such drugs in combination with opioids, provided such action does not seek money (including abatement and/or remediation) for conduct prior to the Execution Date, (as) "Qualified Settlement Fund" means the Florida Qualified Settlement Fund contemplated by this Agreement, into which all payments by Walmart shall be made and which shall be established under the authorityand jurisdiction ofthe Court and which shall be a "qualified settlement fund" within the meaning of 26 C.F.R. § 1.468B-1. ' Opted Remediation includes amounts paid to satisfy any future demand by another gm emmenmi entity to make a required mmrMasanent in connection with the pan cam and treatment of a person. OmSIOn Envelope 10: 8F0EOAE335O564B36AtI C-MEAC2D25D33 (bb) "Oualified Settlement Fund Administrator" means the Administrator appointed to administer the Qualified Settlement Fund under the authority and jurisdiction of the Court. The duties of the Qualified Settlement Fund Administrator shall be governed by this Agreement. The identity of the Qualified Settlement Fond Administrator and a detailed description of the Qualified Settlement Food Administrator's duties and responsibilities, including a detailed mechanism for paying the Qualified Settlement Fund Administrator's fees and costs, will be set forth in a separate document to be prepared by the Parties and filed with the Court to establish the fund and be attached later to this Agreement as Exhibit E. (cc) "Released Claims" means any and all Claims that directly or indirectly are based on, arise out of, or in my way relate to or concern the Covered Conduct and/or Alleged Harms occurring prior to the Effective Date of the Release. Without limiting the foregoing, Released Claims include my Claims that have been asserted against the Releasees by the State or my Litigating Subdivision in my federal, state or local Action or proceeding (whether judicial, arbitral or administrative) based on, arising out of or relating to, in whole or in part, the Covered Conduct and/or Alleged Harms, or my such Claims that could be or could have been asserted now or in the future in those Actions or in any comparable Action or proceeding brought by the State, my of its Subdivisions, or my Releasor (whether or not such State, Subdivision, or Releasor has brought such Action or proceeding). Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to this Agreement, whether or not such Claims relate to Covered Conduct. The Parties intend that this term, "Released Claims," be interpreted broadly. This Agreement does not release Claims by private individuals for my of their own damages for any alleged personal injuries arising out of their own use of my Product. But in my action arising from ormlating to such Claims or the Covered Conduct and/or Alleged Harms, the Releasees may assert as a defense or otherwise argue that The Remediation Payments required herein serve as a measure of compensation for personal injuries or for other legal or equitable claims or demands asserted by private individuals or others. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe Claims brought or maintained by my Subdivision in the future that would have been Released Claims if they had been brought by a Releasor against a Releasee. (dd) "Releasees" means: (i) Walmm Inc.; (ii) all of their respective past and present, direct or indirect: parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, assigns and insurers (in their capacity as such) and all of their respective past and present, direct or indirect, parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, assigns and insurers (in their capacity as such); and (iii) the past and present officers, directors, members, shareholders (solely in their capacity as shareholders ofthe foregoing entities), partners, trustees, employees, agents, attorneys and insurers of each of the foregoing entities and persons referenced in clauses (i) through (ii) above for actions or omissions that occurred during and related to their work for, or employment with, any of the foregoing entities with respect to the Released Claims. An illustrative list of Released Entities is annexed to this Agreement as Exhibit L. (ee) "Releasora" means with respect to Released Claims: (1) the State; (2) without limitation, all of the State of Florida's departments, agencies, divisions, boards, commissions, instrumentalities of any kind, including without limitation the Florida Attorney General, Florida Board of Pharmacy, Florida Department of Health, and Florida Department of DmuSign Envebpe Q 8FDEOAE3-5088483CA11 CABEAC2D25D33 Business and Professional Regulation, and any person in his or her official capacity, whether elected or appointed to lead or serve any of the foregoing, and any agency, person or entity claiming by or through any of the foregoing; (3) each Participating Subdivision; and (4) without fimitation and to the maximum extent of the power of each of the State, the Florida Attorney General and/or Participating Subdivisions to release Claims, (a) every Subdivision, and every Subdivision's departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and any person in his or her official capacity, whether elected or appointed to lead or serve any of the foregoing, and any agency, person or entity claiming by or through any of the foregoing; (b) any public entities, public instramemalifies, public educational institutions, unincorporated districts, fire districts, irrigation districts, water districts, law enforcement districts, emergency services districts, school districts, hospital districts and other special districts in the State of Florida; and (c) any person or entity acting in a parents 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 of Florida or any Subdivision in the State of Florida, whether or not any of them participates in this Agreement. Nothing in this definition shall be construed to limit the definition of"Subdivision" in subsection A(gg) below. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide a subdivision settlement participation form (attached as Exhibit D) providing fora release to the fullest extent ofthe Participating Subdivision's authority, an executed copy of which shall be attached as an exhibit to and deemed to be a part of this Agreement. (fl) "State -Subdivision Agreement" means a separate agreement among the State and all Participating Subdivisions providing for an allocation of, among other things, the Remediation Payment (defined below). The State -Subdivision Agreement is attached hereto as Exhibit 1. (gg) "Subdivision" means (1) any General Purpose Government entity (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore or any other entities that provide municipal -type government), School District, or Special District within the State, and (2) any other subdivision or subdivision official or sub -entity of or located within the State (whether political, geographical or otherwise, whether functioning or non-functioning, regardless of population overlap, and including, bra not limited to, nonfanetioning governmental units and public institutions) that has fled or could file a lawsuit that includes a Released Claim against a Releasee in a direct, parens pairiae, or my other capacity. "General Purpose Government," "School District," and "Special District" shall correspond to the "five basic types of local governments" recognized by the U.S. Census Bureau and match the 2017 Est of Governmental Units. The three (3) General Purpose Governments are county, municipal, and township governments; the two (2) special purpose governments are School Districts and Special Districts. "Fire District," "Health District' "Hospital District," and "Library District" shall correspond to categories of Special Districts recognized by the U.S. Census Bureau. References to the State's Subdivisions or to the Subdivision "in," "of," or "within" the State include Subdivisions located within the State even if they are not formally or legally a sub. entity of the State. DoceSign Envelope ID: aiDEBAE35OE64B3CA11C-A6EACW25n33 B. Release and Dismissals of other Actions. 1. It is the intention of the Settling Parties to fully and finally resolve all Released Claims that have been or could be brought against the Releasees by the State or any Subdivision with respect to the Covered Conduct and the Alleged Harms, and that the release of such Claims does not affect the State's or the Subdivisions' Claims as to any other defendant. The State represents and warrants that it will use its best efforts to obtain a consensual release of any and all Claims involving Covered Conduct and Alleged Harms that the State and all Subdivisions, including any Litigating Subdivision or Non -Litigating Subdivision, have asserted or could assert against the Releasees. Regardless whether such consensual release is obtained, the State represents and warrants under this Agreement that it is exercising its authority under law to release any and all Claims involving Covered Conduct and Alleged Harms that the State and all Subdivisions, including any Litigating Subdivision or Non -Litigating Subdivision, have asserted or could assert against the Releasees, and that it will exercise this authority to its fullest extent. The State further represents and warrants that it will use all available authority to bind, and under this Agreement is exercising such authority to bind, tlx: State and all Subdivisions, including all Litigating Subdivisions and Non -Litigating Subdivisions, regardless of whether they become Participating Subdivisions or Non -Joining Subdivisions, to the terms of this Agreement. 2. In addition to the general release and dismissal to be provided by the State set forth in Sections D & E, the State will deliver to Walmart signed agreements from: (a) each Subdivision that executes a signed agreement by the Initial Participation Date; and (b) each Subdivision that executes a signed agreement by the Post -Effective Date Sigoon Deadline (i.e., within 150 days following the Effective Date of the Agreement). Such agreements shall include: (a) the Subdivision's acceptance of the terms and conditions of this Agreement by signing the subdivision settlement participation form attached as Exhibit D; (b) in the case of a Litigating Subdivision, such Litigating Subdivision's agreement to implement an immediate cessation of any and all litigation activities relating to such Litigating Subdivision's Action as to all Releasees; (c) in the case of a Litigating Subdivision, an agreement that the State may represent that the Litigating Subdivision supports the Consent Judgment to be entered in accordance with Section E below; and (d) in the case of a Litigating Subdivision, such Litigating Subdivision's agreement to file, within the later of seven (7) days of the Effective Date of the Release, or seven (7) days of signing the subdivision settlement participation form, a notice or stipulation of voluntary dismissal with prejudice of any and all Released Claims asserted by the Litigating Subdivision against the Releasees, with each party to bear its own costs. 3. Between the Execution Date and the Initial Participation Date, the State agrees to furnish to Walmart a report listing the Subdivisions that have executed the signed agreements described in Section B.2 and copies of such signed agreements on a weekly basis. The State further agrees to furnish to Walmart no later than noon Eastern Time on the day after the Initial Participation Date a final report listing the Subdivisions that have executed the signed agreements described in Section B.2 by the Initial Participation Date and copies of all such signed agreements. After the Initial Participation Date, the parties shall confer and establish a schedule for the regular provision of such reports and copies of signed agreements. 4. The State represents and warrants that, if any Action remains pending against one ormore Releasees after the Effective Date ofthe Agreement or is fled by a Subdivision EimuSipn Envelope ID: aFDEOAE1608a MC#11C EAC2026033 against any Releasee on or after the Execution Date, the State will seek to obtain dismissal of such Action as to such Releasew as soon n reasonably possible. Depending on facts and circumstances, the State may seek dismissal, among other ways, by intervening in such Action to move to dismiss or otherwise terminate the Subdivision's Claims in the Action or by commencing a declaratory judgment or other action that establishes a Bar to the Subdivision's Claims and Action. For avoidance of doubt, the State will seek dismissal of an Action under this subsection regardless whether the Subdivision in such Action is a Participating Subdivision. 5. In the event that the actions required of the State in Section BA fail to secure the prompt dismissal or termination of any Action by any Subdivision against any Releasee, the State shall seek enactment of a legislative Bar as defined in Section A(e)(1) and will endeavor to achieve enactment as soon as is practicable. Participating Subdivisions agree not to oppose any effort by the State to achieve enactment of a legislative Bar. 6. The State further represents and warrants that no portion of the Remediation Payment or the Litigation Costs Payments will be distributed to or used for the benefit of any Subdivision unless and until the State has delivered to Walmart a signed agreement from such Subdivision providing for the Subdivision's acceptance of the terms and conditions of this Agreement, including its express agreement to be bound by the irrevocable releases set forth in Section D below. C. Settlement Consideration. Remediation Payment and Litigation Costs Payments. (a) The settlement sum is $215,000,000, consisting of (a) $187,937,062. 10 to be spent on Opioid Remediation, reflecting a level of payment unique to the State of Florida based on the facts and circumstances only occurring in Florida; (b) $27,062,937.87 consisting of (i) $7,752,403.81 to be paid to the Common Benefit Fund established by the Ongoing Common Benefit Order (Dkt. #4428) in In re National Prescription Opiate Litigation, case no. 1:17-and-2804, pending in the United States District Court for the Northern District of Ohio Eastem Division ("Common Benefit Food Payment"); and (ii) $19,310,534.06 to be divided by a subsequent agreement and disbursed as the Litigating Subdivision Litigation Cost Payment and State Cost Payment (collectively, the Litigating Subdivision Litigation Cost Payment and State Cost Payment are referred to as the "Cost Payment ).The payments under this Section shall be paid on or before the later of (a) seven (7) days after the Effcctive Dale of the Release, or (b) seven (7) day safter (i) the Qualified Settlement Fund has been established under the authority and jurisdiction of the Court, and (ii) Walmart has received a properly completed and executed IRS Form W9 from and wire instructions for the Qualified Settlement Fund. Walmart shall make the payment into the Qualified Settlement Fond. The Opioid Remediation payment shall be divided and paid according to the State/Subdivision Agreement, except that the agreed -upon amount set forth in the agreement between the State and Wahnart relating to Walmart's dispensing of Naloxone manufactured by Teva Pharmaceuticals Industries Ltd. ("Teva") pursuant to the State's settlement with Teva shall be subtracted from the total settlement sum paid by Walmart and taken from the State Sub -Fund or State Cost Payment. The Qualified Settlement Fund Administrator shall allocate each of the Remediation Payment, The State Cost Payment, and the Litigating Subdivision Litigation Cost Payment into separate sub -Cads within the Qualified Settlement 10 Docu519n EnveWe ID: aFDEOMMOB64M.A11C-A6E =25DM Fund. Release of Remediation Payment and the Cost Payments shall be subject to the conditions specified below. (b) An agreement on the handling of Litigating Subdivision Litigation Costs is attached as Exhibit G and incorporated herein by reference. The Litigating Subdivision Litigation Cost Payment is to be available to counsel for Litigating Subdivisions that become Participating Subdivisions and who waive any other right(s) they may have to compensation in connection with this Settlement for reasonable Litigation Costs incurred in connection with their Claims against Releasees. (1) The Qualified Settlement Fund Administrator shall allow eligible counsel reimbursement for reasonable litigation Coats as provided in Exhibit G. Such Litigation Costa shall be divided among Participating Subdivisions as provided in Exhibit G m ler the jurisdiction and authority of the Court. Any amount remaining in the Litigation Subdivision litigation Costs Payment sub -fund after such allocation shall be returned to Walmart. (2) No funds may be used to compensate Litigation Costs incurred by Non -Participating Subdivisions or Non - Litigating Subdivisions, or Litigation Costs arising out of representation of any such Subdivision. (3) No attorney for any Litigating Subdivision may receive any share of the Litigating Subdivision Litigation Cost Payment unless the following eligibility requirements are met and certified by the attorney: I. The attorney must represent that s/he has no present intent to represent or participate in the representation of any Subdivision or any Releasor with respect to the litigation of any Released Claims against any Releasees. ii. The attorney must represent that s/he will not charge or accept any referral fees for any Released Claims asserted or maintained against Releasees by any Subdivision or any Releasor. iii. The attorney may not have, and must represent that s/he does not have, a claim for fees, costs or expenses related to the litigation of any Released Claims against any Releasees by any Subdivision or any Releasor after the Execution Date. iv. Notwithstanding the foregoing, nothing in this subsection C.l(b)(3) is intended to operate as a 11 DmuSian Envelope ID: 8FDE0AEM0B6da3CA1 IGABEAn2D25033 "restriction" on the right of any attorney to practice law within the meaning of Rule 5.6(b) of the Florida Rules of Professional Conduct or any equivalent provision of any other jurisdiction's rules of professional conduct. (c) The State shall be entitled to the State Cost Payment in an amount to be determined between the State and Litigating Subdivisions. However, in no event shall the State Cost Payment, when combined with the Litigating Subdivision Litigation Cost Payment, exceed $19,310,534.06. 2. No Other Payments by Releasees as to Covered Conduct, Alleged Harms, Released Claims, Other Actions, the State, Subdivisions or Litigation Costs. Other than the Remediation Payments and the Costs Payments by Walmart referenced in Section C.I (a), none of the Releasees shall have any obligation to make any further or additional payments in connection with the Actions; Claims for Covered Conduct, Alleged Harms, or Litigation Costs; Released Claims; or this Settlement. 3. Apportionment of the Remediation Payment (a) It is the intent of the Parties that the Remediation Payment in Section C.I(a) be used exclusively for Opioid Remediation. (b) In accordance with the State -Subdivision Agreement in Exhibit the Remediation Payment shall be allocated by the Qualified Settlement Fund Administrator into three sub -funds: an Abatement Accounts Sub -Fund (also known m a regional fund), a State Sub. Fund, and a Subdivision Sub -Fund to be allocated to the Abatement Accounts Sub -Fund or to another Participating Subdivision. (c) A detailed mechanism consistent with the foregoing for a Qualified Settlement Fund Administmtorto follow in allocating, apportioning and distributing payments will be filed with the Court and later attached as Exhibit J. (d) Walmart shall have no duty, liability, or influence of any kind with respect to the apportionment and use of the Remediation Payment by the Qualified Settlement Fund Administrator. The State specifically represents, however, that any such apportionment and use by the Qualified Settlement Fund Administrator shall be made in accordance with the terms of this Agreement and all applicable laws. 4. Release of the State Sub -Fund. Within a reasonable period after the Effective Date of the Agreement or otherwise as ordered by the Court, the Qualified Settlement Fund Administrator shall release the State Sub -Fund to the State. 5. Subdivision Payments to Subdivisions that Beeome Participating Subdivisions Prior to the Initial Participation Date. A Participating Subdivision that (a) completes a subdivision settlement participation form prior to the Initial Participation Date, (b) joins the Florida Opioid Allocation and Statewide Response Agreement i Exhibit I 1, and (c) in the case of a Litigating Subdivision, dismisses with prejudice any and all Released Claims asserted by 12 D Sign Envelope 10: 8FDEOAE3.508 B3C-A11C-A6EAC2D25D33 the Litigating Subdivision against the Releasms, shall be eligible to receive payment of a share of the Remediation Payment within a reasonable period after the Effective Date of the Agreement. 6. Subdivision Payments to Subdivisions that Become Participating Subdivisions After the Initial Participation Date. A Participating Subdivision that (a) completes a subdivision settlement participation form after the Initial Participation Date and by no later than the Post -Effective Date Sign -on Deadline, (b) joins the Florida Opioid Allocation and Statewide Response Agreement (Exhibit 1), and (c) in the one of a Litigating Subdivision, dismisses with prejudice any and all Released Claims asserted by the Litigating Subdivision against the Releasees, shall be eligible to receive payment of a share of the Remediation Payment within a reasonable period after the Post -Effective Date Sign -on Deadline. 7. Reversion to Walmart of Amounts Forfeited by Non -Joining Subdivisions. Any Litigating Subdivision or Principal Subdivision that does not sign a participation agreement by the Post -Effective Date Sign -on Deadline will be deemed a Non - Joining Subdivision. At Walmart's request to the Qualified Settlement Fund Administrator, any Non -Joining Subdivision's share of the Remediation Payment (and to the extent any such subdivision is a Litigating Subdivision the Litigation Cost Payments) shall be returned to Walmart within a reasonable time after the Post -Effective Date Sign -on Deadline. S. Agreement Null and Void if the Agreement Does Not Become Effective. In the event that the Effective Date of the Agreement does not occur, and the Parties fail to agree to extend the Effective Date ofthe Agreement, the Agreement shall be null and void, and Walmart shall have no obligation to pay or provide any of the settlement consideration in this Agreement. 9. Injunctive Relief. As part of the Consent Judgment to be entered in accordance with Section F below, the Parties agree to the entry of injunctive relief terms attached in Exhibit F. D. Settlement of Claims and General Release. 1. Scope. On the Effective Date of the Release, the State and each Releaser shall be deemed to have fully, finally and forever released all Releasees from all Released Claims. The State, on behalf of itself and all other Releasors (whether or not they have signed this Agreement or the subdivision settlement participation form in Exhibit D), hereby absolutely, unconditionally and iaevocably covenants not to bring, file, or claim, or to cause, assist, or permit to be brought, filed, or claimed, any Released Claims of any type in any fer un whatsoever against Releasees. For the avoidance of doubt, the State agrees that this Settlement Agreement and the releases contained herein shall fully and completely resolve any past present or future liability that any Releasee may have arising from, relating to or based on Alleged Harms and Covered Conduct occurring prior to the Effective Date of the Release, whether in the Actions or otherwise. The releases provided for in this Agreement are intended by the Settling Parties to be broad and shall be interpreted so as to give the Releasms the broadest possible bar against any and all Released Claims. This Settlement Agreement is, wi11 constitute, and may be pleaded as a comp] ete bar to any Released Claim asserted against Releasees, whether against the State, any Participating Subdivision, or any other Subdivision, including any Non -Joining Subdivision. 13 Dmuagn Envela ID:aFDEOAE330BBAB3C-A11C-A6EAC2D23D33 2. General Release. In connection with the releases provided pursuant to this Settlement Agreement, the State, on behalf of itself and all other Releasors referenced in Section D.1, 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 ofexecuting the release that, ifknown by him or her, would have materially affected his or her settlement with the debtor or released party. A Releaser may hereafter discover facts other than or different froat those that he, she, or it knows or believes to be true with respect to the Released Claims, but the State, on behalf of itself and all other Releasers, hereby expressly waives and fully, finally and forever settles, releases and discharges, upon the Effective Date of the Release, any and all Released Claims against the Releasces that may exist as of this date but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence or otherwise, and which, if known, would materially affect their decision to enter into this Settlement Agreement. 3. Claim -Over and Non -Party Settlement. (a) Statement of Intent. It is the intent of the Parties that: (1) The Remediation Payment and litigation Cost Payments made under this Agreement shall be the sole payments made by the Releasees to the Releasors involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Releawe) and/or Alleged Harms; (2) Claims by Releasors against non -Patties should not result in additional payments by Releasees, whether through contribution, indemnification or any other means; (3) The Settlement effects a good faith "release and covenant not to sue" within the meaning of Florida Statute § 768.31(5) and meets the requirements of the Uniform Contribution Among Joint Torifeasors Act and any similar state law or doctrine, including, but not limited to, Fla. Stat. § 768.31(5), that reduces or discharges a released party's liability to any other parties, such that Releasces are discharged from all liability forcontribution to any other alleged tortfeasor in the Florida AG Action and in any other Action, whenever filed; and (4) The provisions of this Section D.3 are intended to be implemented consistent with these principles. This 14 D=Sip Envelope ID: 8FDE0AE3-5 Be4B36A1 i0-A6EAC2D2W33 Agreement and the releases and dismissals provided for herein ace made in good faith. (b) No Releasee shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third -party vendor, trade association, distributor, or health care practitioner, provided that a Releasee shall be relieved of this prohibition with respect to any person or entity that asserts a Claim -Over against it or with respect to any person or entity that brings any other form of action against Walmart arising out of or related to Covered Conduct. For the avoidance of doubt, nothing herein shall prohibit a Releasee from recovering amounts owed pursuant to insurance contracts. (c) To the extent that, on a after the Effective Date of the Agreement, any Releasor settles any Claims arising out of or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Releasee) ("Non-Partv Covered Conduct Claims'? it may have against any entity that is not a Releasee (a "Non -Released Entity") that is, as of the Effective Date of the Agreement, a defendant in any Action and provides a release to such Non - Released Entity (a "Non-Partv Settlement'), including in any bankruptcy case or through any plan ofmorganization (whether individually or as a class of creditors), the Releaser will seek to include (or in the case of a Non -Party Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing w under applicable law, in the Non -Party Settlement a prohibition on seeking contribution or indemnity of any kind from Releasees substantially equivalent to that required from Walmart in subsection D.3(b) (except limited to such claims against Releasees), or a release from such Non -Released Entity in favor of the Releasees (in a form equivalent to the releases contained in this Agreement) of any Claim -Over. The obligation to seek to obtain the prohibition and/or release required by this subsection is a material term of this Agreement. (d) Claim -Over. In the event that any Releasor obtains a judgment with respect to a Non -Party Covered Conduct Claim against a Non -Released Entity that does not contain a prohibition like that in subsection D.3(b), or any Releasor files a Non -Party Covered Conduct Claim against a Non -Released Entity in bankruptcy or a Releaser is prevented for any reason from obtaining a prohibition/release in a Non -Party Settlement as provided in subsection D.3(c), and such Non -Released Entity asserts a Claim -Over against a Releasee, Walmart and that Releasor shall meet and confer concerning any additional appropriate means by which to ensure that Releasees are not required to make my payment with respect to Covered Conduct (beyond the amounts that will already have been paid by Walmart under this Settlement Agreement). (a) In no event shall a Releaser be required to reduce the amount of a settlement or judgment against a Non -Released Entity in order to prevent additional payments by Releasees, whether through contribution, indemnification, or my other means. (f) Cooperation. Releasors, including the State and Participating Subdivisions, agree that they will not publicly or privately encourage any person, entity, or other Releaser to bring or maintain any Released Clain. The State further agrees that it will cooperate in good faith with the Releasces to secure the prompt dismissal of any and all Released Claims. W, DowSgn Envelope ID: 8FDEOAE350B61B3C-A17C-A6EACZD2SD33 The State and any Participating Subdivisions shall use best efforts to assist in the stay of any Subdivision Actions through the Post -Effective Date Sign -on Deadline, E. Entry of Consent Judgment Providing for Dismissal of All Claims Against Walmart in the Florida AG Action with Prejudice. As soon as practicable following the Effective Date of the Agreement, the State shall file in the Court a Complaint and a Consent Judgment substantially in the form of Exhibit including a dismissal of the Claims with prejudice. Notwithstanding the foregoing, the Consent Judgment shall provide that the Court shall retain jurisdiction for purposes of enforcing compliance with the injunctive terms set forth in Exhibit F. The parties shall confer and agree as to the final form and time of filing prior to filing of the Consent Judgment. F. No Admission of Liability. The Settling Parties intend the Settlement as described herein to be a final and complete resolution of all disputes between Walmart and the State and between Walmart and all Relemors. Walmart is entering into this Settlement Agreement solely for the purposes of settlement, to resolve all Actions and Released Claims and thereby avoid significant expense, inconvenience and uncertainty. Walmart denies the allegations in the Actions and denies any civil or criminal liability in the Actions. Nothing contained herein may be taken as a deemed to be an admission orconcession by Walmart of. (i) any violation of soy law, regulation, or ordinance; (if) any fault, liability, or wrongdoing; (iii) the strength or weakness of any Claim or defense or allegation made in any Action, or in any other past, present or future proceeding relating to any Covered Conduct or any Product (iv) the legal viability of the claims and theories in any Action, including but not limited to the legal viability of the relief sought; or (v) any other matter of fact or law. Nothing in this Settlement Agreement shall be construed or used to prohibit any Release t from engaging in the conduct of its business relating to any Product in accordance with applicable laws and regulations. G. Miscellaneous Provisions. 1. Use of Agreement as Evidence. Neither this Agreement nor any act performed or document executed pursuant to or in furtherance of this Agreement: (i) is or may be deemed to be or may be used as an admission or evidence relating to any matter of fact or law alleged in the Actions, the strength or weakness of any claim or defense or allegation made in those cases, or any wrongdoing, fault, or liability of my Releasees; or (if) is or may be deemed to be or may be used as an admission or evidence relating to any liability, fault or omission of Releasees in soy civil, criminal or administrative proceeding in any court, administrative agency or other tribunal. Neither this Agreement nor any act performed or document executed pursuant to or in furtherance of this Agreement shall be admissible in any proceeding for any purpose, except to enforce the terms of the Settlement, and except that Relessees may file or use this Agreement in any action (1) involving a determination regarding insurance coverage; (2) involving a determination of the taxable income or tax liability of any Released Entities; (3) to support a defense or counterclaim based on principles of resjudicata, collateral estoppel, release, good -faith settlement, judgmentbar or reduction or on any other theory of claim preclusion or issue preclusion or similar defense or counterclaim; (4) to support a claim for contribution and/or indemnification; or (5) to support any other argument or defense by a Relemee that the Remeeliation Payments provide a measure of compensation for asserted berms or otherwise satisfy the relief sought. 16 OooaalanF elopa In; 8FOEOAE3WB&4a3C-A1 IC EAGW26033 2. Voluntary Settlement. This Settlement Agreement was negotiated in good faith and at arm's-length over several months and the exchange of the Remediation Payment and Litigation Costs Payments for the releases set forth herein is agreed to represent appropriate and fair consideration. 3. Authorization to Enter Settlement Agreement. Each party specifically represents and warrants that this Settlement Agreement constitutes a legal, valid and binding obligation of such Party. Each signatory to this Settlement Agreement on behalf of a Party specifically represents and warrants that he or she has full authority to enter into this Settlement Agreement on behalf of such Party. The State specifically represents and warrants that it has concluded that the terms of this Settlement Agreement are fair, reasonable, adequate and in the public interest, and that it has satisfied all conditions and taken all actions required by law in order to validly enterinto this Settlement Agreement. The State specifically represents and warrants that, other than the Claims asserted in the Actions (whether filed previously or in the furore), it has no interest (financial or otherwise) in any other Claim against any Releasee related to the Covered Conduct. In addition, the State specifically represents and warrants that (i) h is the owner and holder of its Claims; (ii) it has not sold, assigned or otherwise transferred the Claims or anyportion thereof or rights related thereto, to any third party, and (ifi) it believes in good faith that it has the power and authority to bind all persons and entities with a , interest in the Actions and all Subdivisions. 4. Representation With Respect to Participation Rate. The State of Florida represents and warrants for itself that it has a good -faith belief that all Litigating Subdivisions and all Principal Subdivisions will become Participating Subdivisions. The State acknowledges the materiality of the foregoing representation and warranty. S. Dispute Resolution. If either the State or Walmart believes the other is not in compliance with any term of this Settlement Agreement, then that Party shall (i) provide written notice to the other Party specifying the reason(s) why it believes the other is not in compliance with the Settlement Agreement; and (ii) allow the other Party at least thirty (30) days to attempt to core such alleged noncompliance (the "Cure Period'). In the event the alleged noncompliance is cured within the Cure Period, the other Party shall not have any liability for such alleged non- compliance. A party may not commence a proceeding to enforce compliance with this Agreement before the expiration of the Cure Period. 6. No Third -Party Beneficiaries. Except as to Releasees, nothing in Ibis Settlement Agreement is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever. 7. Notices. All notices under this Agreement shall be in writing and delivered to the persons specified in this subsection ("Notice Designces') via: (i) a -mail; and (ii) either hand delivery or registered or certified mail, return receipt requested, postage pre -paid. Notices to the State shall be delivered to: Attorney General Florida State Capitol, PL-0I 17 DmuSign Envelope ID: 8FDEOAE350 84UC A1IGM9 C4 M33 Tallahassee FL 32399-1050 Notices to Walmart shall be delivered to: Karen Roberts Executive Vice President and General Counsel Walmart, Inc. 702 S.W. 8th Street Bentonville, AR 72716 Karen.Roberts@w lmartlegal.com Notices to Walmart's attorneys shall be delivered to: David W. Ogden Charles C. Speth Winner Cutler Pickering Hale and Don LIP 1875 Pennsylvania Avenue, NW Washington, DC 20006 David.Ogden@wilmerhalc.com Charles.Speth@wihnerhale.com 8. Taxes. Each of the Patties acknowledges, agrees, and understands that the State and Participating Subdivisions sought restitution and remediation within the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162-21(e)(4)(i), (ii) as damages for the Alleged Harms. Each of the Parties acknowledges, agrees, and understands that the Remediation Payment is no greater than the amount, in the aggregate, of the halms allegedly suffered by the State and Participating Subdivisions. Each of the Parties acknowledges, agrees and understands that it is its intention that, for purposes of Section 162(i) of the Internal Revenue Code, the Remediation Payment by Walmart ($187,937,062.10) constitutes restitution and remediation for damage or harm allegedly caused by Walmart in order to restore, in whole or in part, the State, Participating Subdivisions, and persons to the same position or condition that they would be in had the State, Participating Subdivisions, and persons not suffered the Alleged Harms, and constitutes restitution and remediation for damage or harm allegedly caused by the potential violation of a law and/or is an amount paid to come into compliance with the law. For the avoidance of doubt, "restitution" as used herein has the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162.21(e)(4)(i), (ii); "restitution" as used herein does not refer to the disgorgement of ill-gotten gains. The Parties acknowledge, agree, and understand that no portion of the Remediation Payment represents the disgorgement of any allegedly ill-gotten gains. The Parties acknowledge, agree and understand that only the Common Benefit Fund Payment ($7,752,403.81) and Litigation Costs Payments ($19,310,534.06) represent reimbursement to the State or any other person m entity for the fees and costs of any investigation or litigation, that no portion of the Remediation Payment represents reimbursement to the State or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Remediation Payment represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. The State acknowledges, agrees and understands that Walmart intends to allocate the cost of the Remediation Payment among the Releasees using a reasonable basis. The State shall complete and file, on behalf 18 D.Si, EnMop ID: 8FDEOAE35056453GA11C-A6EAC2D25DO3 of the State and every Participating Subdivision, Form 1098-F with the Internal Revenue Service, on in before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Agreement becomes binding, identifying the Remediation Payment as remediationlrestitution ameunts, and shall promptly and timely furnish Copy B of such Form 1098-F to Walmart. Alternatively, if reasonably requested by Wahnart, the State and every Participating Subdivision shall each complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Agreement becomes binding. On the Form 1098-F, the State and each Participating Subdivision shall identify the Remediation Amount as restimtion/remediation amounts and shall furnish Copy B of such Form 1098-F to Walmart. Walmart makes no warranty or representation to the State as to the tax consequences of the Remediation Payment or the Litigation Costs Payments or any portion thereof. 9. Binding Agreement. This Agreement shall be binding upon, and more to the benefit of, the successors and assigns of the Parties hereto. 10. Choice of Law. Any dispute arising from or in connection with this Settlement Agreement shall be governed by Florida law without regard to its choice -of --law provisions. 11. Jurisdiction. The Parties agree to submit and consent to the jurisdiction of the Court for the resolution of any disputes arising under the Settlement Agreement. 12. No Conflict Intended. The headings used in this Agreement are intended for the convenience of the reader only and shall not affect the meaning or interpretation of this Agreement. The definitions contained in this Agreement or any Exhibit hereto are applicable to the singular as well as the plural forms of such terms. 13. No Party Deemed to be the Drafter. None of the Parties hereto shall be deemed to be the drafter of this Agreement or any provision hereof for the purpose of any statute, case law or rule of interpretation or construction that would or might cause any provision to be constmed against the drafter hereof. 14. Amendment; Waiver. This Agreement shall not be modified in any respect except by a writing executed by all the Parties hereto, and the waiver of any rights conferred hereunder shall be effective only if made by written instrument of the waiving Party. The waiver by any Party of any breach of this Agreement shall not be deemed or construed as a waiver of any other breach, whether prior, subsequent or contemporaneous. 15. Execution in Counterparts. This Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. 16. Severability. In the event any one or more material provisions of this Settlement Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenf nceability shall not affect any other provision of this Settlement Agreement. 19 DocuSian Envelope to: 8FDEOAE 5866.463CAllC.A6F C2D25D33 17. Statements to the Press. Any press release or other public statement concerning this Settlement Agreement will describe it positively and will not disparage any other Party. No Party or attorney, agent, or representative of any Party shall state or suggest that this Settlement Agreement may be used to predict the value of my Claim or any future settlement agreement in any action or proceeding. 18. Integrated Agreement. This Agreement constitutes the entire agreement between the Settling Parties and no representations, warranties or inducements have been made to any Party concerning this Agreement other than the representations, warranties and covenants contained and memorialized herein. 19, Bankruptcy. The following provisions shall apply if, (i) within ninety (90) days of Walmart's payment pursuant to Section C.1(a) above, a case is commenced with respect to Walmart under the Bankruptcy Code, and (ii) a court of competent jurisdiction enters a final order determining such payment to be an avoidable preference order Section 547 of the Bankruptcy Code, and (ifi) pursuant to such final order such payment is returned to Walmart: (a) this Agreement, including all releases and covenants not to sue with respect to the Released Claims contained in this Agreement, shall immediately and automatically be deemed null and void as to Walmart; and (b) the State and Subdivisions may assert any and all Released Claims against Walmart in its bankruptcy case and seek to exercise all rights provided under the federal Bankruptcy Code (or other applicable bankruptcy or non -bankruptcy law) with respect to their Claims against Walmart. 20. Most Favored Nations. If, after execution of this Agreement, there is a collective resolution —through settlement, bankruptcy or other mechanism —of substantially all claims against Weimar brought by states, counties; and municipalities nationwide (a "Global Resolution") order which, but for this Agreement, the Florida allocation of the Remediation Payment, the Litigation Cost Payments, the payment period or the terms of injunctive reliefwould be more favorable to the State, Walmart shall pay the excess amounts that the State would have received, adjust the payment period and/or agree to modify the terms of the Consent Judgment to reflect changes to the injunctive relief that would apply to Florida, if requested to do so by the Florida Attorney General's Office. Additionally, if at any time within the ten months following the Execution Date Walmart enters into a settlement with the attorney general of any state with a smaller population than Florida for a total settlement amount that exceeds $188,322,027.00, Walmart shall pay the excess amount to Florida. Any reduction in the payment period under this subsection shall be subject to a reduction in net present value calculated at eight percent (8%) per annum. IN WITNESS WHEREOF, the Parties hereto, through their fully authorized representatives, have executed this Agreement as of the dates set forth below. 20 Do Slp Envelope ID: 8FDEDAF MB64MC-Al IC AEEAe2DTSD33 WALMART INC. By. "a i°YaU.p. Name: Rachel Brand Executive Vice President of Global Governance, Chief Legal Officer and Corporate Secretary Date: 10/19/2022 21 D=Slpe Envelope ID: 8PDEOAE3-SOB5dB3CAt7CASEAC2D25D33 THE STATE STATE OF FLORIDA, including the OFFICE OF THE ATTORNEY GENERAL By: 96A- f.—aL Name: John Guard Chief Deputy Attorney General of Florida Pursuant to the authority delegated to him by Ashley Moody, Attorney General of Florida Date: 10/19/2022 EXHIBIT C Schedule A Core Strategies Subdivisions shall choose from among the abatement strategies listed in Schedule B. However, priority shall be given to the following core abatement strategies ("Core Strategies").[ NALOXONE IER FDA -APPROVED A. MEDIC ATTON TO REVERSF.OH)OVERDOSES Expand training for first responders, schools, community support groups and families; and Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service. B. MEDICATION-ASSISTF FIRELATEDOID AT ENTI'AM I WT�$jl'�'(ON AND O 1. Increase distribution of MAT to individuals who are uninsured or whose insurance does not cover the needed service; 2. Provide education to school -based and youth -focused programs that discourage or prevent misuse; 3. Provide MAT education and awareness training to healthcare providers, EMTs, law enforcement, and other first responders; and 4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services. As used in this Schedule A, words like 'bxpand, 'Tund;' "provide" or the like shall not indicate a prefereme for new or existing progmme. F. TREATMENT FOR INCARCERATED POPULATION Provide evidence -based treatment and recovery support, including MAT for persons with OUD and co-occurring SUD/MH disorders within and tmmitioning out of the criminal justice system; and 2. Increase funding for jails to provide treatment to inmates with OUD. G. PREVENTION PROGRAMS I. Funding for media campaigns to prevent opioid use (similar to the FDA's `Real Cost" campaign to prevent youth from misusing tobacco); 2. Funding for evidence -based prevention programs in schools; 3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with the 2016 CDC guidelines, including providers at hospitals (academic detailing); 4. Funding for community drug disposal programs; and 5. Funding and training for first responders to participate in pre -arrest diversion programs, post -overdose response teams, or similar strategies that connect at -risk individuals to behavioral health services and supports. H. EXPANDING SYRINGE SERVICE PROGRAMS Provide comprehensive syringe services programs with more wrap -around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases. EVIDENCE -BASED DATA COLLECTION AND RESEARCH ANALYZING THE EFFEC�jVESS OF THE ABATEMENT STRATEGIES THIN T)HE `STA WITE 8. Provide training on MAT for health care providers, fast responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community -based providers in rural or underserved areas. 9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions. 10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments. 11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in coral or underserved areas. 12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 C DATA 2000') to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver. 13. Disseminate of web -based training curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service-0pioids web -based training curriculum and motivational interviewing. 14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service for Medication — Assisted Treatment. B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence -based or evidence -informed programs or strategies that may include, but are not limited to, the programs or strategies that: Provide comprehensive wrap -around services to individuals with OUD and my co-occurring SUDIMH conditions, including housing, transportation, education, job placement, job training, or childcare. 2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community -based services. 3. Provide counseling, peer -support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and say co-occurring SUD/MH conditions. 1. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment. 2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid. 3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common. 4. Purchase automated versions of SBIRT and support ongoing costs of the technology. 5. Expand services such as navigators and on -call teams to begin MAT in hospital emergency departments. 6. Provide training for emergency room personnel treating opioid overdose patients on post -discharge planning, including community referrals for MAT, recovery case management or support services. 7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach. 8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose. 9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event. 10, Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MI3 conditions or to persons who have experienced an opioid overdose. 11. Expand warm hand-off services to transition to recovery services. 12, Create or support school -based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people. 13. Develop and support best practices on addressing OUD in the workplace. 4. Provide evidence -informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who we incarcerated m jail or prison. 5. Provide evidence -informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are leavingjail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities. 6. Support critical time interventions C'CYT ), particularly for individuals living with dual -diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings. 7. Provide training on best practices for addressing the needs of criminal justice - involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section. �1}'1E E. ADDRESS TgF �IACOUDING BABIES VMM NNEREGNANT OR ONATAL N AND A$STINENCE THEIR F 1NCj, SYNDROME Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome C NAS"), through evidence -based or evidence -informed programs or strategies that may include, but are not limited to, those that: 1. Support evidence -based or evidence -informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women —or women who could become pregnant —who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome. 2. Expand comprehensive evidence -based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum. 3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co- occurring SUD/MH conditions. 4. Expand comprehensive evidence -based treatment and recovery support for NAS babies; expand services for better continuum of care with infant -need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families. l . Increase the number of prescribers using PDMPs; 2. Improve point -of -care decision -making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or 3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PUMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules. 6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation's Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules. 7. Increasing electronic prescribing to prevent diversion or forgery. 8. Educating dispensers on appropriate opioid dispensing. G. PREVENT MISUSE OF OPIOIDS Support efforts to discourage or prevent misuse of opioids through evidence -based or evidence -informed programs or strategies that may include, but are not limited to, the following: 1. Funding media campaigns to prevent opioid misuse. 2. Corrective advertising or affirmative public education campaigns based on evidence. 3. Public education relating to drug disposal. 4. Drag take -back disposal or destruction programs. 5. Funding community antidrug coalitions that engage in drug prevention efforts. 6. Supporting community coalitions in implementing evidence -informed prevention, such as reduced social access and physical access, stigma reduction —including stating, 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"). 7. Engaging non -profits and faith -based communities as systems to support prevention. 7. Public education relating to immunity and Good Samaritan laws. 8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws. 9. Syringe service programs and other evidence -informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs. 10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use. 11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions. 12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co- occurring SUD/MH conditions. 13. Supporting screening for fentanyl in routine clinical toxicology testing. PART THEEE:OTHMSTRAIWIES 1 FIRST RESPONDERS In addition to items in section C, D and H relating to first responders, support the following: Education of law enforcement or other foal responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs. 2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events. J. LEADERSHIP. PLANNING AND COORDINATION Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following: Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment 13 4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips. S. Research on innovative supply-side enforcement efforts such as improved detection of mail -based delivery of synthetic opioids. 6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7). 7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring C ADAM") system. 8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids. 9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes. W Settlement Amount $ 187,937,062.10 $ 28,190,559.32 COIN Principal Subdivisions City/County Fund Amount Alachua Alachua County $ 238,590.07 Alachua $ 3,696.72 Gainesville $ 107,574.50 Baker I Baker County $ 54,456.78 Bay (Bay County $ 152,072.86 I ICallaway $ 7,034.62 (Lynn Haven $ 11,052.29 (Panama City $ 43,738.74 Panama City Beach $ 22,805.32 Bradford I I IBradford County $ 53,416.66 IBrevard I I I IBrevard County I $ 672,930.30 I (Cape Canaveral I $ 12,843.83 (Cocoa $ 42,073.12 ICocoa Beach $ 23,782.48 Melboume $ 107,999.35 (Palm Bay $ 114,120.29 I IRockledge I $ 27,232.99 ]Satellite Beach $ 10,141.67 (Titusville $ 67,673.25 West Melbourne $ 14,658.41 Broward Broward County $ 1,145,276.34 Coconut Creek $ 28,509.60 Cooper City $ 20,842.82 Coral Springs $ 91,170.11 Dania Beach $ 5,019.90 Davie $ 75,246.87 Deerfield Beach $ 57,064.24 Fort Lauderdale $ 234,145.50 Hallandale Beach $ 43,681.41 Hollywood $ 146,637.31 Lauderdale lakes $ 17,654.38 Lauderhill $ 40,702.33 Lighthouse Point $ 8,212.43 Margate $ 40,505.26 Miramar $ 78,730.65 (Glades I Glades County $ 11,448.99 IGulf Gulf County $ 16,890.16 Iliamilton I Hamilton County $ 23,514.89 I Hardee I Hardee County $ 18,918.70 Hendry I Hendry County $ 40,724.34 Hernando I I Hernando County $ 425,698.86 Highlands I I IHgghlands County $ 82,651.06 (Avon Park $ 7,281.34 ISebring $ 10,761.03 Hillsborough I I Hillsborough County $ 1,838,901.53 (Plan City $ 29,379.78 (Tampa $ 556,952.95 TempleTerrace ace $ 30 30,440440.3737 Holmes I I Holmes County 1 $ 23,007.00 I Indian River Indian River County $ 184,399.46 ISebastian $ 10,801.47 IVero Beach $ 17,095.42 Jackson I (Jackson County $ 44,SO4.96 (Jefferson I I (Jefferson County $ 12,507.85 ILafayette I I ILafayette County $ 8,996.11 (Lake I I ILake County $ 220,322.98 I (Clermont $ 21,399.22 I (Eustis $ 11,820.09 Fruitland Park $ 2,362.79 Groveland $ 7,372.97 Lady Lake S 7,061.24 Leesburg $ 25,749.08 Minneola $ 4,526.97 Mount Dora $ 11,564.16 Tavares $ 8,970.51 I Lee I Lee County $ 606,206.06 1 Bonita Springs $ 4,898.08 I Sweetwater $ 1,160.41 Monroe I Monroe County $ 109,464.32 I Key West $ 24,832.33 INassau I INassau County $ 111,007.10 I Fernandina Beach $ 23,443.11 Okaloosa I Okaloosa County $ 178,872.30 (Crestview $ 19,957.47 IDestin $ 4,137.95 Fort Walton Beach $ 21,942.82 INicevllle $ 6,230.15 Okeechobee I Okeechobee County I $ 99,652.30 (Orange I I (Orange County I $ 884,921.07 (Apopka $ 27,405.49 (Maitland $ 13,172.96 (Ocoee $ 18,774.86 (Orlando $ 327,080.54 (Winter Garden $ 15,861.30 (Winter Park $ 29,572.75 (Osceola 10sceola County I $ 236,025.09 Kissimmee I $ 45,771.89 ISt. Cloud I $ 20,815.17 Palm Beach I I I Palm Beach County I $ 2,682,358.84 Belle Glade $ 5,871.66 Boca Raton $ 133,078.92 Boynton Beach $ 86,403.58 (Delray Beach $ 99,187.52 IGreenacres $ 21,544.59 I IJupiter $ 35,369.67 ILake Worth $ 33,024.29 ILantana $ 6,908.70 I North Palm Beach $ 12,502.42 (Palm Beach Gardens $ 65,874.54 Palm Springs $ 10,718.55 IRiviera Beach $ 46,124.56 (Royal Palm Beach I $ 13,896.75 (Wellington I $ 14,147.05 (West Palm Beach I $ 154,841.05 (Pasco I I I (Pasco County I $ 1,248,710.84 1 1New Port Richey 1 $ 42,251.76 I Sumter Suwannee I (Taylor Union IVolusla lWakulla Walton lWashington Port St. Lucie Sumter County Wildwood Suwannee County Taylor County Union County Volusla County (Daytona Beach IDeBary IDeLand IDeltona (Edgewater I Holly Hill I New Smyrna Beach I Orange City (Ormond Beach I Port Orange ISouth Daytona I Wakulla County Walton County I Washington County I I I I I 110,169.68 88,057.43 3,956.24 53,848.16 25,986.59 18,367.93 503,040.30 126,168.67 9,946.65 27,904.06 56,192.02 16,362.42 8,912.67 29,336.78 9,461.40 32,318.93 50,065.45 12,748.11 32,455.60 75,708.06 33,863.75 t $ i 35,428.20 $ 554,298.74 $ 728,929.51 1 S 897,158.51 $ 1,166,212.15 $ 335,866.95 $ 85,428.98 $ 77,989.81 $ 4,085,733.05 $ 1,008,571.35 293,080.21 $ 37,520.72 $ 92,958.24 $ 48,362.80 674,467.96 $ 188,833.45 $ 14,583.50 $ 47,766.30 $ 2,045,750.06 $ 1,278,856.21 $ 653,635.55 3,933,336.88 $ 5,965,039.52 $ 1,616,621.85 $ 289,342.78 $ 527,176.48 $ 2,108,686.81 1,609,604.46 $ 593,991.85 $ 1,132,604.84 nxxASTIAN (Ills YE HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetine Date: January 11, 2023 Agenda Item Title: Walmart Opioid Settlement Agreement. Recommendation: City Council to authorize the City Manager to execute the Walmart settlement Agreement and appropriate documents. Background: On October 19, 2022 Walmart entered into a settlement agreement with the Attorney General for the State of Florida. The City of Sebastian is eligible for $10,801.47 as part of this settlement. The City can execute the agreement and receive the funding. Alternatively, the City can assign the funds to Indian River County or simply not participate in which case the money would go to the State of Florida. These funds have specific uses that they can be used for. I have attached the document outlining those uses. The City would like to use the funds if approved for the following; 1. Police training on Opioid prevention. 2. Obtaining Naloxone to aid in the recovery of Opioid overdose. 3. Police training on appropriate practices and precautions in dealing with the handling of Opioid and Fentanyl. If A7end� Item Regwires Expenditure of Funds: Settlement amount: $10,801.47 Attachments: 1. Settlement Agreement 2. Exhibit C Core Strategies 3. Settlement amount chart Administrative Services Departme e ' .% J- i �-Lo�-� U City Attorney Review Procurement Division R view,. applicabl .A l City Manager Authorization: Date: //,s/�?