1 TROY CITY COUNCIL REGULAR MEETING AGENDA ...

1

TROY CITY COUNCIL REGULAR MEETING AGENDA

December 2, 2021 6:00 P.M.

Pledge of Allegiance Roll Call Approval of Minutes Presentation of Agenda Public Forum* LOCAL LAWS 2. A Local Law Amending And Replacing Troy City Code Section 71-2 To Increase The Number Of Planning Commission Members And To Change Qualifications (Council Member Zalewski) (At The Request Of The Administration) For introduction only ORDINANCES 91. Ordinance Authorizing The Reconveyance Of Real Property Acquired By In Rem Foreclosure (428 First Street) (Council President Mantello) (At The Request Of The Administration) 92. Ordinance Approving Settlement Of Tax Certiorari Proceedings Instituted By Madison First LLC On The Assessment Roll Of The City Of Troy (Council Member Zalewski) (At The Request Of The Administration) 93. Ordinance Authorizing The City Comptroller To Establish A New Special Revenue Fund Entitled “Miscellaneous Special Revenue Fund” (Council President Mantello) (At The Request Of The Administration) 94. Ordinance Amending The 2021 Special Grants Fund Budget (Council President Mantello) (At The Request Of The Administration) 95. Ordinance Amending The General Fund, Special Grants Fund, And Miscellaneous Special Grants Fund Budgets (Council President Mantello) (At The Request Of The Administration) 96. Ordinance Amending The 2021 General Fund, Special Grants Fund, Water Fund, And Sewer Fund Budgets (Council President Mantello) (At The Request Of The Administration)

2

97. Ordinance To Appropriate Funds In The 2021 General Fund From The U.S. Department Of Justice Edward Byrne Memorial Justice Assistance Grant (Council President Mantello) (At The Request Of The Administration) 98. Ordinance Amending The Special Revenue Budget To Accept A NYS Homeland Security Grant For The Purpose Of Purchasing Protective And Emergency Response Equipment (Council President Mantello) (At The Request Of The Administration) 99. Ordinance Declaring Certain City Owned Personal Property As Surplus And Directing The Office Of The City Comptroller To Sell Or Dispose Of The Surplus Property (Council President Mantello) (At The Request Of The Administration) 100. Ordinance Authorizing Settlement Of Certain Opioid Litigation Claims, To Wit: City Of Troy, Plaintiff V. Certain Manufacturers, Distributors, And Chain Pharmacies, Et Al., Defendants, Actions Coordinated Under Caption In Re Opioid Litigation, Index No. 400000/2017 (Council President Mantello) (At The Request Of The Administration) 103. Ordinance Allocating Funding From The American Rescue Plan Act And Amending The Budgets For The General, Capital Projects, And Miscellaneous Special Grants Funds In Order To Establish Capital Projects Within The Capital Projects Fund (Council President Mantello, Council Member Zalewski) (At The Request Of The Administration) **Pending Finance Meeting, December 2 RESOLUTIONS 89. Resolution Authorizing The Mayor To Enter Into An Agreement With The Rensselaer County Historical Society (DBA The Hart Cluett Museum) To Place Certain City Records On Long Term Deposit (Council Member Cummings, Council Member Zalewski, Council President Mantello) 91. Resolution Authorizing The Mayor To Enter Into An Agreement With M.M. Hayes Co., Inc., For The Purchase, Maintenance And Hosting Of Timekeeping Software (Council President Mantello) (At The Request Of The Administration) 92. Resolution Authorizing The Mayor To Enter Into Agreements With Highmark Northeastern New York And HM Life Insurance Company Of New York For The Purpose Of Administering The City’s Self-Funded Health And Pharmacy Insurance Benefits Programs And To Provide Stop Loss Insurance Coverage For The Years 2022, 2023, And 2024 (Council President Mantello) (At The Request Of The Administration) 93. Resolution Authorizing The Mayor To Enter Into An Agreement With Gar Associates LLC For A Non-Appraisal Valuation Update Of Assessed Properties In The City Of Troy (Council Member Zalewski) (At The Request Of The Administration)

3

96. Resolution Authorizing The Mayor To Enter Into An Agreement With Food Scraps 360 For Collection Of Compostable Wastes And The Provision Of Composting Services To City Of Troy Residents (Council President Mantello) (At The Request Of The Administration) 97. Resolution Establishing And Appointing An Independent Commission To Examine The Population Within The Boundaries Of The Six Council Districts Of The City Of Troy And To Recommend A Plan Of Redistricting If Required (Council Member Zalewski) 98. Resolution Condemning “Ballot Harvesting” Abuses And Urging The New York State Legislature To Enact Restrictions On The Release Of Absentee Ballots To Third-Party Individuals (Council Member Zalewski) *PUBLIC FORUM Due to the COVID-19 crisis and pursuant to NYS legislation S.50001/A.40001, this meeting shall be held remotely via videoconference and live-streamed on the City Council’s YouTube channel. Troy residents who wish to comment during the public forum at the beginning of the meeting must have the ability to join the Zoom meeting via computer or phone and will be required to pre-register for the meeting. The link to register for the meeting will be posted at least 24 hours before the meeting on the Council Agenda and Minutes page. You must register for the meeting by 3 pm on the day of the meeting. Per Council rules, residents have 7 minutes to speak at the Regular Meeting public forum. Per the City Council, written comments will not be read aloud at this meeting but will be added to the meeting minutes. Written comments to be added to the meeting minutes should be sent to [email protected] and must be received by 3 pm on the day of the meeting. You must include your full name and residential address. Written comments received after 3 pm shall be treated as correspondence and forwarded to the Council for their review.

https://www.youtube.com/troycitycouncil

https://www.youtube.com/troycitycouncil

http://www.troyny.gov/government/city-council/agenda-minutes/

mailto:[email protected]

LL2

A LOCAL LAW AMENDING AND REPLACING TROY CITY CODE SECTION 71-2 TO INCREASE THE NUMBER OF PLANNING COMMISSION MEMBERS AND TO

CHANGE QUALIFICATIONS ______________________________________________________________________________ BE IT ENACTED, BY THE CITY COUNCIL OF THE CITY OF TROY: Section 1. Section 71-2 of the Code of the City of Troy is amended and replaced as follows: § 71-2 Establishment; appointments. There shall be a City Planning Commission appointed by the Mayor. The total number of members on the Commission is to be five members. Of these, one shall be an engineer with a civil background duly licensed to practice in the State of New York, one shall be an architect duly licensed to practice in the State of New York, one shall be a licensed real estate broker with an office in the City of Troy, one a member of the Rensselaer County Bar Association and one a member of the public at large. One of the Commissioners is to be appointed for a term of one year, two for a term of two years, and two for a term of three years. At the expiration of such terms, the term of office of the successors shall be three years. If a vacancy shall occur, other than by expiration of term, it shall be filled by appointment for the unexpired term. The Mayor may at any time fill vacancies on such Commission for the unexpired term and may also remove any member of such Commission for misconduct, incompetency or neglect of duty. Each member of the Commission shall hold over after the expiration of his/her term until his/her successor shall have been duly appointed and qualified. Each member of the Commission, before beginning his/her term of office, shall file in the office of the City Clerk the constitutional oath of office. The municipal officials on such Commission shall not by reason of membership thereon forfeit their right to exercise the powers, perform the duties or receive the compensation of the municipal office held by them during such membership. There shall be a City Planning Commission appointed by the Mayor. There shall be seven Members on the Commission, at least four of whom must have substantial experience in one or more fields related to land use, including but not limited to engineering, architecture, real-estate, law, surveying, or other profession or experience related to land use. Members shall be appointed to serve for a term of three years, except that the Mayor as necessary shall appoint a Member to serve for less than a full term in order to equalize as near as practicable the number of appointments to be made each year. If a vacancy shall occur, other than by expiration of term, the Mayor may at any time fill the vacancy for the balance of the unexpired term remaining at the time of the new appointment. Each Member of the Commission shall hold over after the expiration of his or her term until a successor shall have been duly appointed and qualified. Before assuming office, each Member of the Commission shall file in the Office of the City Clerk the constitutional oath of office. The Mayor may remove any member of the Commission

https://ecode360.com/16117175#16117175

https://ecode360.com/16117175#16117175

LL2

for misconduct, incompetency, or neglect of duty. Any municipal official serving on the Commission shall not by reason of membership thereon forfeit the right to exercise the powers, perform the duties, or receive the compensation of their municipal office during such membership. Section 2. The City Council hereby enacts the foregoing amendment to Troy City Code Section 71-2, and authorizes the codification of this amendment, with the elimination of the words herein struck out and the addition of the underlined words, as delineated in Section 1 of this Local Law. Section 3. This Local Law shall take effect upon its adoption and filing in accordance with State Law, but in no case before January 1, 2022. Approved as to form, _________________, 2022 _______________________________________ Richard T. Morrissey, Corporation Counsel

ORD91

ORDINANCE AUTHORIZING THE RECONVEYANCE OF REAL PROPERTY

ACQUIRED BY IN REM FORECLOSURE (428 FIRST STREET)

The City of Troy, in City Council, convened, ordains as follows: Section 1. The City of Troy lawfully acquired real property at 428 First Street (Tax Map

Parcel No. 111.44-6-35) by in rem foreclosure deed filed on January 20, 2021. Section 2. On May 26, 2021, the Chapter 13 Trustee, Andrea E. Celli, brought an Adversary

Proceeding pursuant to 11 U.S.C. Section 548, seeking avoidance of the transfer of the real property on behalf of the Debtor Ann M. Kozlowski.

Section 3. On October 21, 2021, the United States Bankruptcy Court of the Northern District

of New York entered a Stipulated Order Resolving the Adversary Proceeding, which Order is attached hereto as Exhibit A.

Section 4. By the terms of the Stipulated Order, the City Administration must seek Council

approval of a deed transferring title to 428 First Street to the Debtor Ann M. Kozlowski and Steven C. Kozlowski, the deed to be held in escrow pending Debtor’s compliance with the terms of the Stipulated Order, including, inter alia, a lump sum payment of $20,000 to the City within 5 days of approval, as well as payment of all arrearages through a confirmed Chapter 13 Plan over a period of 24 months, and payment of current charges as they accrue and become due.

Section 5. The City Council hereby authorizes the City to adhere to the terms of the

Stipulated Order and specifically authorizes the Mayor to execute a deed transferring title to 428 First Street to Ann M. Kozlowski and Steven C. Kozlowski, the deed to be held in escrow pending Debtor’s compliance with the terms of the Stipulated Order, and to be released to Debtor upon payment of the City’s claims as ordered.

Section 6. This Ordinance shall take effect immediately. Approved as to form, _____________________, 2021 ___________________________________________ Richard T. Morrissey, Corporation Counsel

ORD91

MEMORANDUM IN SUPPORT

In January 2021, the City of Troy, following proper procedure under New York State

law, took title to the real property located at 428 First Street, Troy, New York, by in rem tax foreclosure proceeding. Subsequently, one of the former owners of the property, Ann M. Kozlowski, filed for protection under Chapter 13 of the Bankruptcy Code. The Chapter 13 Trustee thereafter commenced an “Adversary Proceeding” against the City of Troy seeking return of the subject property to the Bankruptcy Estate on the ground that the City had obtained title to the property without paying fair value, i.e., that the amount owed in taxes and other charges was substantially less than the value of the property taken in foreclosure.

In the course of the litigation, the Bankruptcy counsel for the City negotiated an

agreement wherein the property would be contingently conveyed to the Debtor, with the Deed to be held in escrow pending payment in full of the City’s claims. The terms of the negotiated agreement have been embodied in the Stipulated Order Resolving the Adversary Proceeding, which is attached to the Ordinance as Exhibit A.

By its terms, the Stipulated Order provides that the Debtor shall make a lump sum

payment of $20,000 to the City within 5 days of approval by the Council of the contingent reconveyance, as well as payment of all pre-petition taxes, assessments, and charges (including water, trash/recycling), plus 36 % interest (as required by Charter), and attorney’s fees through a confirmed Chapter 13 Plan over a period of 24 months. In addition to all of the pre-petition amounts owed, the Debtor will also be required to pay all post-petition taxes, assessments, charges, etc., as they accrue and become due, and maintain liability and fire insurance on the subject premises.

The escrowed Deed will be released to the Debtor upon payment in full of the City’s

claims. In the event that Debtor fails to comply with the conditions and terms of the Stipulated Order - and fails to cure the default within 15 days after notice to the Debtor, Debtor’s attorney, and the Trustee in Bankruptcy - the City may then submit an Ex Parte Order confirming the in rem transfer of 428 First Street to the City, and allowing the City to dispose of the property.

The Law Department recommends that the Council authorize the contingent

reconveyance. The Stipulated Order affords the Debtor a “last chance” to sell the property for its alleged value and/or to pay the City the amounts of taxes and charges that are due and owing. This outcome is fair and reasonable in the circumstances.

Case 21-90006-1-rel Doc 18 Filed 10/21/21 Entered 10/21/2111:50:48 Desc Main Document Page 1 of 5

So Ordered.

Signed this 21 day of October, 2021.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF NEW YORK

Inre:

ANN M. KOZLOWSKI

ANDREA E. CELLI, CHAPTER 13 TRUSTEE,

v.

THE CITY OF TROY, NEW YORK,

Robert E. Littlefield, Jr.

United States: Bankruptcy Judge

Debtor.

Plaintiff,

Defendant.

CHAPTER 13 CASE NO. 21-10168

ADV PRO NO. 21-90006

STIPULATED ORDER RESOLVING ADVERSARY PROCEEDING

Upon the Adversary Complaint of Andrea E. Celli, Chapter 13 Trustee dated May 26,

2021 seeking avoidance of the transfer of Debtor's real properly at 428 First Street, Troy, New

ORD91


York (the "Real Property") to the City of Troy (the "City") pursuant to 11 U.S.C. §548 and

further, that the City being agreeable to entry of an order re-conveying by deed the Real Properly

to debtor provided the debtor bdngs all real property taxes owed the City of Troy including

City/County Taxes, School Taxes, water/sewer bills, and trash/rec1cling bills current on the

tenns and conditions set forth herein, and the Tmstee, the City and the debtor being agreeable to

the tenns and conditions, and the Court having considered the same with due deliberation

thereon, it is hereby

STIPULATED AND ORDERED, that within 60 days of the Clate of this Order, the City

shall attempt to obtain approval of the Troy City Council for authorization to execute a deed

transferring title to the Real Property at 428 First Street, Troy, New York into tl1e names of the

debtor, Ann M. Kozlowski and Steven C. Kozlowski contingent upon debtor complying with the

tetms herein, and it is further

STIPULATED AND ORDERED, that within 10 days of said approval, the City shall

provide proof that the Troy City Council adopted a resolution that ilie City of Troy will ·re-

convey title by deed to the Real Property located at 428 First Street, Troy, New York to A1m M.

Kozlowski and Steven C. Ko;zlowski pursuant to the terms set forth herein; and it is further

STIPULATED AND ORDERED, that within 5 days of the City of Troy providing the

parties herein proof tl1at the above mentioned resolution was adopted, debtor shall make a Jump

sum payment to the City of Troy in the sum of$20,000.00, and it is further

' STIPULATED AND ORDERED, that upon receiving notice of Troy City Council

approval the aforementioned resolution, the debtor Ann M. Kozlowski shall immediately seek

confirmation of a feasible Chapter 13 Plan which will include (a) payments to the City of Troy in

the sum of at least $100.00 per month for no longer than 24 months, (b) payment of all taxes

ORD91


owed the City of Troy including pre-petition taxes, post-petition taxes, all assessments including

trash/recycling fees, all water/sewer bills with interest at 36% per annum, and all legal fees as

provided in this Stipulated Order no later than 24 months after confirmation either through the \

sale or refinance of 428- First Street, Troy, New York; the City of Troy agrees to cooperate with

debtor in debtor's attempt to sell or refinance the Real Property, and it: is further

STIPULATED AND ORDERED, that the City shall file a sec~ed Proof of Claim for all

taxes, all assessments including trash/recycling fees and water/se~er bills, all dne· through

September 30, 2021 and said claim shall be paid with interest at the st~tutory interest rate of36%

through the debtor's Chapter 13 Plan, and it is further

STIPULATED AND ORDERED, that the City shall file an additional secnred Proof of

Claim in the sum of $1200.00 representing legal fees and costs which shall be paid in full •

(without interest) through the debtor's Chapter 13 plan, and it is furthe.r

STIPULATED AND ORDERED, that during the term of the Plan, debtor shall pay

outside the Chapter 13 Plan all ongoing post September 30, 2021 real property taxes, all

assessments including trash/recycling fees and water/sewer charges o:n the Real Properly as they

become due commencing with all tax bills, trash/recycling bills 8\ld water/sewer bills dated

October 1, 2021 with debtor being mailed a copy of all tax bills, trash/recycling and water/sewer

bills from the City of Troy, New York going forward, and it is further.

STIPULATED AND ORDERED, that upon City Council approval, debtor shall obtain I

liability and fire insurance in coverage amounts agreeable to the City, for the subject property,

and it is further

STIPULATED AND ORDERED, that in the event debtor (a) fails to obtain confirmation

of the Chapter 13 Plan within 60 days obtaining notice that the Troy City Council adopted a

·' '·

ORD91

Case 21-90006-1-rel Doc 18 Filed 10/21/21 Entered 10/2,1/2111:50:48 Desc Main Document Page 4 of 5

resolution approving the re-conveyance, (b) defaults pursuant to the tenns of the Chapter 13 Plan

including the failure to make plan payments, (c) fails to timely pay tjte initial $20,000.00 down

payment, (d) fails to timely pay ongoing payments outside the plan ~s provided herein, (e) fails

to provide the required insurance requested herein, or (f) fails to mai~tain 428 First Street, Troy,

New York; and debtor fails to cure the default within 15 days aftet notice by mail to debtor,

debtor's attorney and the Chapter 13 Trustee, the City of Troy may!submit an Ex Parte Order

' confinning the in rem transfer of 428 First Street, Troy, New Yorlc to the City of Troy, and

allowing City of Troy to sell 428 First Street, Troy, New York as par! of the in rem process, and

it is further

STIPULATED AND ORDERED, that upon payment of the City's claims in full (100%) i

including interest or upon the filing by the Chapter 13 Trustee of a Ceriiiication of Completed

Chapter 13 Plan with tll.is CoUlt and the City's consent to the same, tile deed to 428 Fitst Su·eet, I .

Troy, New York will be released by the City of Troy to debtor, and it fs further

STIPULATED AND ORDERED, that upon execution of this Stipulated Order, and upon

the receipt of Troy City Council resolution authorizing the contingent transfer by deed of 428

First Street, Troy, New York to debtor, this Adversary case shall be discontinued,

Dated: ~/ O~)..L..-..J 'j_t+-)--=-t.J._f _ fl

Dated:---------

Dated: _ _LI.L..<O+f~li.!,_,-/u.u&<l'-=:~::.1(_. l l

Richard Mon-issey, Esq. Attorney for the City of Troy

-kid fbzl'va ~ ffl ~aE ... Celli,Esq. ~

Chapter 13 Standing Trustee

ORD91

resolution approving the re-conveyance, (b) defaults pursuant to the tenns of the Chapter 13 Plan

including the failure to make plan payments, (c) fails to timely pay the Initial $20,000.00 down

payment, (d) fails to timely pay ongoing payments outside the plan as provided herein, (e) falls

to pwvide the required insurance mquested herein, or (f) fails to maintain 428 First Street, Troy,

New York; and debtor fails to cure the default within 15 days after notice by mail to debtor,

debtor's attorney and the Chapter 13 Trustee, the City of Troy may submit an Ex Parte Order

confirming the in rem transfer of 428 First Street, Troy, New York to the City of Troy, and

allowing City of Troy to sell 428 First Street, Troy, New York as part of the in rem ptocess, and

It is further

STIPULATED AND ORDERED, that upon payment of the City's claims in full (100%)

Including interest or upon the filing by the Chapter 13 Trustee of a Certification of Completed

Chapter 13 Plan with this Court and the City's consent to the same, the deed to 428 Fir.•t Street,

Troy, New York will be released by the City of Troy to debtor, and it is further

STIPULATED AND ORDERED, that upon execution of this Stipulated Order, and upon

the receipt of Troy City Council resolution authorizing the contingent transfer by deed of 428

First Street, Troy, New York to debtor, this Adversary case shall be discontinued.

Dated:--------

Dated: Oct-u \..:>01" 1<?5 2.02\

Dated:---------

Marc S. Ehrlich, Esq.

\t~ey ~r D&fo<-4 . G...-c._'f.of)) --1 ~ l

Rlohard Morrissey, Esq. A ttomey for the City ofT roy

Andrea E. Celli, Esq. Chapter 13 Standing Trustee

ORD91

ORD92

ORDINANCE APPROVING SETTLEMENT OF TAX CERTIORARI PROCEEDINGS INSTITUTED BY MADISON FIRST LLC ON THE ASSESSMENT ROLL OF THE

CITY OF TROY

The City of Troy, in City Council, convened, ordains as follows: Section 1. The Corporation Counsel of the City of Troy is hereby authorized to compromise and settle tax certiorari proceeding instituted by the following taxpayer as provided in certain stipulation on file with the office of the Corporation Counsel: PROPERTY OWNER PARCEL NO. ADDRESS Madison First LLC 111.36-1-1 7 Madison Street

111.28-9-3 307 First Street 111.28-9-4 309 First Street 111.28-9-5 311 First Street

Section 2. The Corporation Counsel of the City of Troy is hereby authorized to execute the necessary stipulation for the settlement of the proceeding and the Order based on said stipulation shall authorize the City Treasurer of the City of Troy to revise the 2021 assessment roll to reflect said changes. Section 3. Upon receipt by the City Treasurer and the City Comptroller of the executed Stipulations and Orders, said tax rolls shall be adjusted accordingly, and the necessary refunds will be made to the property owner, if applicable. Section 4. This Ordinance shall take effect immediately. Approved as to form, _______________, 2021 _____________________________________ Richard T. Morrissey, Corporation Counsel

ORD92


TAXPAYER: Madison First LLC PROPERTY 7 Madison Street, Parcel No. 111.36-1-1 307 First Street, Parcel No. 111.28-9-3

309 First Street, Parcel No. 111.28-9-4 311 First Street, Parcel No. 111.28-9-5

ATTORNEY: R. Christopher Dempf, Esq., Albany The property is a 37,200 square foot industrial building comprised of office, storage and a former grain mill at 7 Madison Street, and three .07 acre vacant parking lots across the street from the building. The four parcels sold to its current owner in an arm’s length sale on April 8, 2021 for $570,000. The four parcels currently have an aggregate assessed value of $570,000. When the 2021 equalization rate of 84.5 percent is applied to the assessed value, the implied market value is $674,556. The proposed 2021 assessment would reduce the implied market value to $584,005. There is no refund, as the reduction in assessed value would be reflected on the January 2022 property tax bill.

ORD93

ORDINANCE AUTHORIZING THE CITY COMPTROLLER TO ESTABLISH A NEW SPECIAL REVENUE FUND ENTITLED

“MISCELLANEOUS SPECIAL REVENUE FUND”

The City of Troy, convened in City Council, ordains as follows: Section 1. There shall be established a governmental special revenue fund for the purpose of

recording revenues and expenditures relating to specific grants received by the City of Troy.

Section 2. The fund shall be referred to as the “Miscellaneous Special Revenue Fund” with

the designation of “CM” as prescribed by the New York State Comptroller’s Office.

Section 3. The fund’s accounts shall be established pursuant to the Uniform System of

Accounts as prepared by the New York State Comptroller’s Office pursuant to New York State General Municipal Law § 36.

Section 4. All revenues and expenditures relating to the designated grant funding shall be the

only revenues and expenditures recognized within the fund. Section 5. This act will take effect immediately. Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

ORD93

Office of the Comptroller City Hall

433 River Street Troy, New York 12180

Date: November 4, 2021 To: Troy City Council

From: Andrew Piotrowski, City Comptroller Re: Creation of a Miscellaneous Special Revenue Fund This ordinance allows for the creation of a new fund within the City’s accounting records entitled Miscellaneous Special Revenue Fund (classified as “CM”). In reviewing the account structure for various funds authorized by the New York State Comptroller’s Office, I determined that this fund has the account structure best designed to administer programs under the American Rescue Plan. At the outset, this essentially will create a dedicated fund to track the ongoing expenditures related to the various ARP programs without other projects being included within the fund. Over time there will be the potential of adding other grant programs to this fund; however, for now, the City will have a concise and isolated set of accounting records for the ARP funds.

WM. Patrick Madden Mayor

Monica Kurzejeski Deputy Mayor

Andrew Piotrowski City Comptroller

ORD94

ORDINANCE AMENDING THE 2021 SPECIAL GRANTS FUND BUDGET

The City of Troy, convened in City Council, ordains as follows: Section 1. The City of Troy 2021 budget is herein amended as set forth in Schedule A entitled:

2021 Budget Transfer(s) – ESG Program

which is attached hereto and made a part hereof Section 2. This act will take effect immediately. Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

ORD94




From: Andrew Piotrowski, City Comptroller Re: 2021 Budget Transfer(s) – ESG Program This transfer reallocates funding within the ESG Program to provide additional costs needed for the Emergency Shelter program.




ORD94

Original Change RevisedDepartment Account No. Description Budget* ( + / - ) Budget

ESG CD.2020.0400.4000.4131 Homeless Prevention 39,748.00 (7,924.00) 31,824.00ESG CD.2020.0400.4000.4132 Emergency Shelter 82,550.00 7,924.00 90,474.00

0.00

2021 Budget Transfer(s) – ESG Program

Net Impact On Special Grants Fund

* Or as previously amended

Schedule A

ORD95

ORDINANCE AMENDING THE GENERAL FUND, SPECIAL GRANTS FUND, AND MISCELLANEOUS SPECIAL GRANTS FUND BUDGETS


Budget Amendment(s) – CD Fund Accounting Conversion To CM Fund


ORD95




From: Andrew Piotrowski, City Comptroller Re: Accounting Conversion From CD/Fund to CM/Fund This ordinance amends the General Fund, Special Grants Fund, and Miscellaenous Special Revenue Fund budgets to correct the budget balance of accounts impacted by the creation of the Miscellaneous Special Revenue Fund. The accounts amended herein all relate to the American Rescue Plan. Ordinance 93 on the agenda, assuming it is approved, allows for the creation of a Miscellaneous Special Revenue Fund that best fits the accounting structure of this federal funding.




ORD95


Interfund Transfers A.9950.0901.9000.0000 Special Grants Fund 2,250,000.00 (2,250,000.00) 0.00Interfund Transfers A.9950.0908.9000.0000 Miscellaneous Special Revenue Fund 0.00 2,250,000.00 2,250,000.00

0.00

0.00

American Rescue Plan CD.0000.5031.9000.0000 Interfund Transfers 2,250,000.00 (2,250,000.00) 0.00

(2,250,000.00)

American Rescue Plan CD.1315.0409.9000.0000 Consultant Services 235,000.00 (235,000.00) 0.00American Rescue Plan CD.1620.0207.9000.0000 Demolitions 2,000,000.00 (2,000,000.00) 0.00American Rescue Plan CD.1620.0405.9000.0000 Rentals 15,000.00 (15,000.00) 0.00

(2,250,000.00)

0.00

American Rescue Plan CM.0000.5031.9000.0000 Interfund Transfers 0.00 2,250,000.00 2,250,000.00

2,250,000.00

Other General Government Support CM.1989.0400.9000.0000 Contractual Expenditures 0.00 250,000.00 250,000.00Other Home & Community Services CM.8989.0200.9000.0001 Equipment & Capital Outlay 0.00 2,000,000.00 2,000,000.00

2,250,000.00

0.00

Schedule A

Budget Amendment(s) – CD Fund Accounting Conversion To CM Fund

Total Special Revenue Fund Revenue Increase

Expenditures

Total Special Revenue Budget Expenditure Increase

Net Impact On Special Revenue Fund

General Fund

Special Grants Fund

Revenues


Total Special Revenue Fund Revenue Increase


Net Impact On Special Revenue Fund

Expenditures

Expenditures


Net Impact On General Fund

Miscellaenous Special Revenue Fund

Revenues

ORD96

ORDINANCE AMENDING THE 2021 GENERAL FUND, SPECIAL GRANTS FUND, WATER FUND, AND SEWER FUND BUDGETS


2021 Budget Amendment(s) - General, Special Grants, Water & Sewer Funds


ORD96




From: Andrew Piotrowski, City Comptroller Re: 2021 Budget Amendment(s) - General, Special Grants, Water & Sewer Funds This ordinance amends the General, Special Grants, Water and Sewer Funds to amend funding in various accounts in each applicable fund. Below please find reasoning, numbered in accordance with the Reference column on the Schedule A. 1. Funding increases and decreases to various General Fund departments for the CSEA contract

settlement and salary savings throughout the 2021 fiscal year.

2. An adjustment to ERS pension accounts to reflect the actual invoice due as received from the New York State Comptroller’s Office. The savings come principally from the prepayment of previous pension deferral loans made in the prior months.

3. Adjustments to debt accounts to represent actual payments made in the 2021 fiscal year, with

adjustments to properly reflect principal and interest costs. There were also adjustments needed to reflect payments made for serial bonds and bond anticipation notes.

4. The grant share and local share for the City to engage with a firm to prepare documents for

SEQRA review in connection with Riverfront Park as part of the Comprehensive Plan Implementation grant.

5. Adjustments to the Temporary Salaries accounts within the General Fund based on actual

expenditures recognized within the current fiscal year.

6. An increase to Overtime within multiple departments for actual costs. The principle portion of the increases is within the Police and Fire Departments caused by the number of vacancies within those departments in 2021.

7. Amendments to various salary accounts in the General Fund including Longevity, Comp

Buyouts, and Premium Pay based on the actual costs incurred.




ORD96

8. Increased and decreased funding to various operating accounts within the General Fund. The

three largest transfers are: a. Increased funding to the utility account associated with streetlights due to the delayed

closing with National Grid for the acquisition. The City has sent all paperwork to move forward with the closing and anticipates it occurring in December.

b. Increased funding to outside legal counsel based on current expenditures to date and anticipated costs in the fourth quarter. These costs are related to attorneys working specific cases needing expertise and labor counsel.

c. Increased funding for the account associated with the solar utility account based on invoices received to date. The City will be engaging with Troy & Banks to do an audit of these accounts to verify all credits are received and accounted for.

9. A decrease in the General Fund Contingency account to fund the above transfers.

10. Transfers throughout the Water Fund to provide the necessary funding for the remainder of

the 2021 fiscal year with the majority of the funding coming from salary savings in vacant positions.

11. A transfer within the Sewer Fund to properly align funding for the remainder of the 2021

fiscal year.

ORD96

Original Change RevisedBudget* ( + / - ) Budget

City Council A.1010.0101.0000.0000 Permanent Salaries 122,500.00 (9,500.00) 113,000.00 1Mayor A.1210.0101.0000.0000 Permanent Salaries 275,486.00 9,210.00 284,696.00 1

Comptroller's Office A.1315.0101.0000.0000 Permanent Salaries 660,416.00 9,075.00 669,491.00 1Treasurer's Office A.1325.0101.0000.0000 Permanent Salaries 169,605.00 (6,000.00) 163,605.00 1

Purchasing A.1345.0101.0000.0000 Permanent Salaries 61,676.00 (8,100.00) 53,576.00 1Assessor's Office A.1355.0101.0000.0000 Permanent Salaries 126,234.00 975.00 127,209.00 1

City Clerk A.1410.0101.0000.0000 Permanent Salaries 133,852.00 (3,200.00) 130,652.00 1Corporation Counsel A.1420.0101.0000.0000 Permanent Salaries 290,672.00 1,260.00 291,932.00 1

Personnel A.1430.0101.0000.0000 Permanent Salaries 234,302.00 (22,925.00) 211,377.00 1Engineering A.1440.0101.0000.0000 Permanent Salaries 181,341.00 3,650.00 184,991.00 1DPW Admin A.1490.0101.0000.0000 Permanent Salaries 134,586.00 980.00 135,566.00 1

Facilities A.1620.0101.0000.0000 Permanent Salaries 343,987.00 7,475.00 351,462.00 1Garage A.1640.0101.0000.0000 Permanent Salaries 396,119.00 10,000.00 406,119.00 1

BIS A.1680.0101.0000.0000 Permanent Salaries 296,642.00 (18,000.00) 278,642.00 1Police A.3120.0101.0000.0000 Permanent Salaries 9,964,335.00 (360,000.00) 9,604,335.00 1Traffic A.3310.0101.0000.0000 Permanent Salaries 198,832.00 (11,500.00) 187,332.00 1Parking A.3320.0101.0000.0000 Permanent Salaries 59,414.00 1,210.00 60,624.00 1

Fire A.3410.0101.0000.0000 Permanent Salaries 8,240,803.00 87,100.00 8,327,903.00 1Fire A.3410.0101.0044.0000 Permanent Salaries 88,834.00 600.00 89,434.00 1

Code Enforcement A.3620.0101.0000.0000 Permanent Salaries 724,205.00 (35,000.00) 689,205.00 1Vital Statistics A.4020.0101.0000.0000 Permanent Salaries 123,309.00 (7,500.00) 115,809.00 1

Streets A.5110.0101.0000.0000 Permanent Salaries 920,865.00 (70,000.00) 850,865.00 1Recreation Admin A.7020.0101.0000.0000 Permanent Salaries 65,161.00 1,275.00 66,436.00 1

Parks A.7110.0101.0000.0000 Permanent Salaries 394,249.00 (20,000.00) 374,249.00 1Ice Rinks A.7140.0101.0000.0000 Permanent Salaries 77,494.00 (3,000.00) 74,494.00 1

Schedule A

GENERAL FUND

Reference DescriptionAccount No.Department

2021 Budget Amendment(s) - General, Special Grants, Water & Sewer Funds



Golf Course A.7180.0101.0000.0000 Permanent Salaries 236,943.00 3,450.00 240,393.00 1Planning A.8020.0101.0000.0000 Permanent Salaries 418,888.00 570.00 419,458.00 1

City Council A.1010.0804.0000.0000 Pension 20,532.00 (1,084.00) 19,448.00 2Mayor A.1210.0804.0000.0000 Pension 46,575.00 (2,458.00) 44,117.00 2

Comptroller's Office A.1315.0804.0000.0000 Pension 114,345.00 (6,035.00) 108,310.00 2Auditor A.1320.0804.0000.0000 Pension 2,992.00 (158.00) 2,834.00 2

Treasurer's Office A.1325.0804.0000.0000 Pension 28,762.00 (1,518.00) 27,244.00 2Purchasing A.1345.0804.0000.0000 Pension 13,371.00 (706.00) 12,665.00 2

Assessor's Office A.1355.0804.0000.0000 Pension 21,493.00 (1,134.00) 20,359.00 2City Clerk A.1410.0804.0000.0000 Pension 23,199.00 (1,224.00) 21,975.00 2

Corporation Counsel A.1420.0804.0000.0000 Pension 48,886.00 (2,580.00) 46,306.00 2Personnel A.1430.0804.0000.0000 Pension 41,550.00 (2,193.00) 39,357.00 2

Engineering A.1440.0804.0000.0000 Pension 32,740.00 (1,728.00) 31,012.00 2DPW Admin A.1490.0804.0000.0000 Pension 22,759.00 (1,201.00) 21,558.00 2

Facilities A.1620.0804.0000.0000 Pension 62,381.00 (3,292.00) 59,089.00 2Garage A.1640.0804.0000.0000 Pension 70,985.00 (3,747.00) 67,238.00 2

BIS A.1680.0804.0000.0000 Pension 51,580.00 (2,722.00) 48,858.00 2Police A.3120.0804.0031.0000 Pension 93,083.00 (4,913.00) 88,170.00 2Traffic A.3310.0804.0000.0000 Pension 37,298.00 (1,969.00) 35,329.00 2Parking A.3320.0804.0000.0000 Pension 9,958.00 (526.00) 9,432.00 2

Fire A.3410.0804.0031.0000 Pension 26,235.00 (1,389.00) 24,846.00 2Code Enforcement A.3620.0804.0000.0000 Pension 125,303.00 (6,614.00) 118,689.00 2

Vital Statistics A.4020.0804.0000.0000 Pension 21,070.00 (1,112.00) 19,958.00 2Streets A.5110.0804.0000.0000 Pension 185,032.00 (9,766.00) 175,266.00 2

Snow Removal A.5142.0804.0000.0000 Pension 29,331.00 (1,548.00) 27,783.00 2Recreation Admin A.7020.0804.0000.0000 Pension 11,055.00 (584.00) 10,471.00 2

Parks A.7110.0804.0000.0000 Pension 80,962.00 (4,273.00) 76,689.00 2Ice Rinks A.7140.0804.0000.0000 Pension 13,386.00 (706.00) 12,680.00 2

Golf Course A.7180.0804.0000.0000 Pension 48,261.00 (2,547.00) 45,714.00 2Planning A.8020.0804.0000.0000 Pension 71,583.00 (3,778.00) 67,805.00 2

Planning/Zoning Boards A.8021.0804.0000.0000 Pension 3,352.00 (177.00) 3,175.00 2



Serial Bonds A.9710.0600.0000.0000 Principal 661,590.00 14,705.00 676,295.00 3Bond Anticipation Notes A.9730.0600.0000.0000 Principal 1,163,400.00 22,350.00 1,185,750.00 3

Revenue Anticipation Notes A.9770.0700.0000.0000 Interest 49,500.00 16,317.00 65,817.00 3Installment Purchase Debt A.9785.0600.0000.0000 Principal 275,738.00 85,000.00 360,738.00 3Installment Purchase Debt A.9785.0700.0000.0000 Interest 285,359.00 (85,000.00) 200,359.00 3

Interfund Transfers A.9950.0901.0000.0000 Special Revenue Fund 27,750.00 8,300.00 36,050.00 4

BIS A.1680.0102.0000.0000 Temporary Salaries 15,000.00 (5,000.00) 10,000.00 5Parking A.3320.0102.0000.0000 Temporary Salaries 120,000.00 (30,000.00) 90,000.00 5Parks A.7110.0102.0000.0000 Temporary Salaries 52,000.00 (22,500.00) 29,500.00 5

Golf Course A.7180.0102.0000.0000 Temporary Salaries 110,000.00 20,000.00 130,000.00 5

Police A.3120.0103.0000.0000 Overtime 1,484,234.24 150,000.00 1,634,234.24 6Traffic A.3310.0103.0000.0000 Overtime 15,284.31 10,000.00 25,284.31 6

Fire A.3410.0103.0000.0000 Overtime 1,027,787.50 370,000.00 1,397,787.50 6Fire A.3410.0103.0073.0000 Overtime 408,000.00 11,500.00 419,500.00 6

Streets A.5110.0103.0000.0000 Overtime 88,793.00 21,000.00 109,793.00 6Ice Rinks A.7140.0103.0000.0000 Overtime 0.00 500.00 500.00 6

Golf Course A.7180.0103.0000.0000 Overtime 38,000.00 25,000.00 63,000.00 6

Mayor A.1210.0104.0000.0000 Comp Buyouts 0.00 3,375.00 3,375.00 7Comptroller's Office A.1315.0104.0000.0000 Comp Buyouts 0.00 1,700.00 1,700.00 7

City Clerk A.1410.0104.0000.0000 Comp Buyouts 0.00 2,400.00 2,400.00 7Personnel A.1430.0104.0000.0000 Comp Buyouts 0.00 5,040.00 5,040.00 7

DPW Admin A.1490.0104.0000.0000 Comp Buyouts 0.00 3,325.00 3,325.00 7Police A.3120.0104.0000.0000 Comp Buyouts 200,000.00 40,000.00 240,000.00 7

Planning A.8020.0104.0000.0000 Comp Buyouts 0.00 6,425.00 6,425.00 7Police A.3120.0108.0000.0000 Holiday Pay 407,715.00 (80,000.00) 327,715.00 7Fire A.3410.0108.0000.0000 Holiday Pay 364,598.00 (3,500.00) 361,098.00 7

Comptroller's Office A.1315.0110.0000.0000 Longevity 11,800.00 334.00 12,134.00 7



Purchasing A.1345.0110.0000.0000 Longevity 1,600.00 134.00 1,734.00 7Police A.3120.0110.0000.0000 Longevity 119,350.00 (7,200.00) 112,150.00 7Fire A.3410.0110.0000.0000 Longevity 135,900.00 (16,500.00) 119,400.00 7

Code Enforcement A.3620.0110.0000.0000 Longevity 11,400.00 (2,400.00) 9,000.00 7Vital Statistics A.4020.0110.0000.0000 Longevity 2,400.00 667.00 3,067.00 7

Streets A.5110.0110.0000.0000 Longevity 19,600.00 (1,216.00) 18,384.00 7Golf Course A.7180.0110.0000.0000 Longevity 1,000.00 (1,000.00) 0.00 7

Planning A.8020.0110.0000.0000 Longevity 5,200.00 (800.00) 4,400.00 7Ice Rinks A.7140.0111.0000.0000 Shift Differential 1,370.00 (750.00) 620.00 7

Police A.3120.0112.0000.0000 Premium Pay 159,625.00 (20,000.00) 139,625.00 7Fire A.3410.0112.0000.0000 Premium Pay 437,150.00 (10,250.00) 426,900.00 7

Comptroller's Office A.1315.0113.0000.0000 Out of Grade Pay 0.00 7,700.00 7,700.00 7Police A.3120.0113.0000.0000 Out of Grade Pay 0.00 70.00 70.00 7Fire A.3410.0113.0000.0000 Out of Grade Pay 50,000.00 (3,000.00) 47,000.00 7

Code Enforcement A.3620.0113.0000.0000 Out of Grade Pay 0.00 1,400.00 1,400.00 7

Comptroller's Office A.1315.0409.0000.0000 Consultant Services 20,000.00 5,000.00 25,000.00 8Corporation Counsel A.1420.0409.0000.0000 Consultant Services 300,000.00 250,000.00 550,000.00 8Corporation Counsel A.1420.0409.0113.0000 Consultant Services 67,477.00 8,142.00 75,619.00 8

Engineering A.1440.0201.0000.0000 Office Equipment 6,228.00 270.00 6,498.00 8Facilities A.1620.0401.0054.0000 Utilities - Gas & Electric 117,400.00 280,000.00 397,400.00 8Facilities A.1620.0404.0068.0000 Repairs - Equipment 29,000.00 20,500.00 49,500.00 8Facilities A.1620.0409.0000.0000 Consultant Services 249,000.00 46,115.00 295,115.00 8Garage A.1640.0203.0000.0000 Office Equipment 26,252.83 (3,000.00) 23,252.83 8Garage A.1640.0304.0057.0000 Vehicle Expense - Parts 220,000.00 10,143.00 230,143.00 8

Health/WC Admin A.1710.0409.0010.0000 Consultant Services 49,289.00 6,500.00 55,789.00 8Judgments & Claims A.1930.0414.0000.0000 Judgments & Claims 250,000.00 (225,000.00) 25,000.00 8

Police A.3120.0301.0000.0000 Office Supplies 49,150.00 (24,000.00) 25,150.00 8Police A.3120.0304.0057.0000 Vehicle Expense - Parts 99,947.29 12,000.00 111,947.29 8Police A.3120.0304.0058.0000 Vehicle Expense - Repairs 80,000.00 12,000.00 92,000.00 8Police A.3120.0410.0000.0000 Training 109,212.00 12,000.00 121,212.00 8Police A.3120.0424.0000.0000 Medical Expenses 40,555.00 (12,000.00) 28,555.00 8



Fire A.3410.0401.0055.0000 Utilities - Water 10,000.00 6,000.00 16,000.00 8Fire A.3410.0410.0000.0000 Training 99,965.66 (7,500.00) 92,465.66 8Fire A.3410.0424.0000.0000 Medical Expenses 30,000.00 7,500.00 37,500.00 8

Vital Statistics A.4020.0409.0017.0000 Consultant Services 10,700.00 5,000.00 15,700.00 8Streets A.5110.0401.0074.0000 Utilities - Streetlights 1,400,000.00 200,000.00 1,600,000.00 8Streets A.5110.0409.0000.0000 Consultant Services 47,000.00 5,000.00 52,000.00 8Parks A.7110.0303.2431.0000 Other Material & Supplies 15,000.00 1,100.00 16,100.00 8Parks A.7110.0304.0056.0000 Vehicle Expense - Gas 16,000.00 4,000.00 20,000.00 8Parks A.7110.0404.0068.0000 Repairs - Equipment 10,000.00 300.00 10,300.00 8

Ice Rinks A.7140.0401.0054.0000 Utilities - Gas & Electric 45,000.00 (3,000.00) 42,000.00 8Ice Rinks A.7140.0401.0055.0000 Utilities - Water 1,250.00 (457.00) 793.00 8

Golf Course A.7180.0304.0056.0000 Vehicle Expense - Gas 20,000.00 3,000.00 23,000.00 8Golf Course A.7180.0401.0055.0000 Utilities - Water 8,000.00 20,000.00 28,000.00 8Golf Course A.7180.0409.0000.0000 Consultant Services 34,000.00 8,500.00 42,500.00 8

Youth Services A.7310.0409.0000.0000 Consultant Services 299,000.00 (5,000.00) 294,000.00 8Celebrations A.7520.0409.0000.0000 Consultant Services 0.00 5,000.00 5,000.00 8

Planning A.8020.0301.0000.0000 Office Supplies 1,000.00 (450.00) 550.00 8Planning A.8020.0303.0000.0000 Other Material & Supplies 1,400.00 (240.00) 1,160.00 8Planning A.8020.0402.0113.0000 Postage 7,998.00 (1,250.00) 6,748.00 8Planning A.8020.0403.0000.0000 Printing & Advertising 2,800.00 (800.00) 2,000.00 8Planning A.8020.0410.0113.0000 Training 5,000.00 (5,000.00) 0.00 8

Planning/Zoning Boards A.8021.0402.0000.0000 Postage 1,000.00 (1,000.00) 0.00 8Planning/Zoning Boards A.8021.0410.0000.0000 Training 1,000.00 (1,000.00) 0.00 8

Contingency A.1990.0418.0000.0000 Contingency 705,541.67 (666,922.00) 38,619.67 9

0.00

Revenues


SPECIAL GRANT SFUND



Special Revenue CD.0000.5031.8000.8343 Interfund Transfers 15,250.00 8,300.00 23,550.00 4

Special Revenue CD.8000.3389.8000.8343 ESG 143,500.00 8,300.00 151,800.00 4

16,600.00

Special Revenue CD.8020.0409.8000.8343 Consultant Services 287,000.00 16,600.00 303,600.00 4

16,600.00

0.00

Garage F.1640.0101.0000.0000 Permanent Salaries 138,534.00 (5,000.00) 133,534.00 10Garage F.1640.0304.0057.0000 Vehicle Expense - Parts 150,000.00 8,000.00 158,000.00 10Garage F.1640.0304.0058.0000 Vehicle Expense - Repairs 30,000.00 4,000.00 34,000.00 10

Administration F.8310.0101.0000.0000 Permanent Salaries 20,013.00 (5,000.00) 15,013.00 10Administration F.8310.0401.0053.0000 Utilities - Telephone 11,500.00 3,000.00 14,500.00 10Administration F.8310.0406.0000.0000 Insurance 88,048.00 18,000.00 106,048.00 10Administration F.8310.0409.0000.0000 Consultant Services 110,000.00 20,000.00 130,000.00 10

Purification F.8330.0101.0000.0000 Permanent Salaries 1,527,293.00 (40,000.00) 1,487,293.00 10Purification F.8330.0409.0000.0000 Consultant Services 25,000.00 40,000.00 65,000.00 10Purification F.8330.0409.0091.0000 Consultant Services 50,000.00 (20,000.00) 30,000.00 10

Transmission F.8340.0101.0000.0000 Permanent Salaries 1,166,249.00 (30,000.00) 1,136,249.00 10Transmission F.8340.0103.0000.0000 Overtime 100,000.00 7,000.00 107,000.00 10

0.00

Sanitary Sewers G.8120.0303.0000.0000 Other Material & Supplies 280,000.00 (5,000.00) 275,000.00 11

Expenditures

WATER FUND

Net Impact On Water Fund

SEWER FUND

Total Special Grants Fund Budget Revenue Increase

Total Special Grants Fund Budget Expenditure Increase

Net Impact On Special Grants Fund



Sanitary Sewers G.8120.0404.0068.0000 Repairs - Equipment 15,000.00 5,000.00 20,000.00 11

0.00Net Impact On Sewer Fund

ORD97

ORDINANCE TO APPROPRIATE FUNDS IN THE 2021 GENERAL FUND FROM THE U.S. DEPARTMENT OF JUSTICE EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE

GRANT (JAG)

The City of Troy, convened in City Council, ordains as follows: Section 1. The City of Troy 2021 General Fund Budget is herein amended

as set forth in Schedule A entitled:

Public Safety - Police Edward Byrne Memorial Justice Assistance Grant (JAG) Program

2021 Expenses

which is attached hereto and made a part hereof. Section 2. This act shall take effect immediately. Approved as to form, _____________________, 2021 Richard T. Morrissey, Corporation Counsel

ORD97

MEMO IN SUPPORT The purpose of this Ordinance is to appropriate funds of $27,137 from the U.S. Department of Justice JAG Program. The grant period is from October 1, 2020 through September 30, 2024. The expenditures allocated in this budget amendment reflect those expenses anticipated in fiscal year 2021. A budget amendment will be made in 2022 for any unused funds that need to be reallocated to 2022.

ORD97

Original * Revised Budget Change Budget

General Fund

RevenueA.3000.4389.0107

U.S. Department of Justice $47,556.00 $27,137.00 $74,693.00JAG Program

Total Revenue Increase $27,137.00

ExpendituresA.3120.0103.0107

Overtime - JAG Program $47,556.00 $27,137.00 $74,693.00

Total Expenditures Increase $27,137.00

*Or as previously amended

2021 Budget Amendment

Public Safety - PoliceEdward Byrne Memorial Justice Assistance Grant (JAG)

Program

Schedule A

11/9/21,3:24 PM Active Funded Award

'V' Award Letter

October 13, 2021

Dear Selena Skiba,

On behalf of Attorney General Merrick B. Garland, it is my pleasure to inform you the Office of Justice Programs (OJP) has approved the application submitted by TROY, CITY OF for an award under the funding opportunity entitled 2021 BJA FY 21 Edward Byrne Memorial Justice Assistance Grant (JAG) Program- Local Solicitation. The approved award amount is $27,137.

Review the Award Instrument below carefully and familiarize yourself with all conditions and requirements before accepting your award. The Award Instrument includes the Award Offer (Award Information, Project Information, Financial Information, and Award Conditions) and Award Acceptance.

Please note that award requirements include not only the conditions and limitations set forth in the Award Offer, but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. These requirements encompass financial, administrative, and programmatic matters, as well as other important matters (e.g., specific restrictions on use of funds). Therefore, all key staff should receive the award conditions, the assurances and certifications, and the application as approved by OJP, so that they understand the award requirements. Information on all pertinent award requirements also must be provided to any subrecipient of the award.

Should you accept the award and then fail to comply with an award requirement, DOJ will pursue appropriate remedies for non-compliance, which may include termination of the award and/or a requirement to repay award funds.

To accept the award, the Authorized Representative(s) must accept all parts of the Award Offer in the Justice Grants System (JustGrants), including by executing the required declaration and certification, within 45 days from the award date.

Congratulations, and we look forward to working with you.

Maureen Henneberg Deputy Assistant Attorney General

Office for Civil Rights Notice for All Recipients

The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) has been delegated the responsibility for ensuring that recipients of federal financial

https://justgrants.usdoj.gov/prweb/PRAuth/app/JGITS_j3yZ6Bxxi_lpDExTOT4XnAjzjAXmVNevW*/!TABTHREAD2?pyActivity=PrintWork&Prompt=fals... 1/6

ORD97

11/9/21, 3:24 PM Active Funded Award

assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) are not engaged in discrimination prohibited by law. Several federal civil rights laws, such as Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, require recipients of federal financial assistance to give assurances that they will comply with those laws. Taken together, these civil rights laws prohibit recipients of federal financial assistance from DOJ from discriminating in services and employment because of race, color, national origin, religion, disability, sex, and, for grants authorized under the Violence Against Women Act, sexual orientation and gender identity. Recipients are also prohibited from discriminating in services because of age. For a complete

review of these civil rights laws and nondiscrimination requirements, in connection with DOJ awards, see https://ojp.gov/funding/Explore/LegaiOverview/CiviiRightsRequirements.htm.

Under the delegation of authority, the OCR investigates allegations of discrimination against recipients from individuals, entities, or groups. In addition, the OCR conducts limited compliance reviews and audits based on regulatory criteria. These reviews and audits permit the OCR to evaluate whether recipients of financial assistance from the Department are providing services in a nondiscriminatory manner to their service population or have employment practices that meet equal-opportunity standards.

If you are a recipient of grant awards under the Omnibus Crime Control and Safe Streets Act or the Juvenile Justice and Delinquency Prevention Act and your agency is part of a criminal justice system, there are two additional obligations that may apply in connection with the awards: (1) complying with the regulation relating to Equal Employment Opportunity Programs (EEOPs); and (2) submitting findings of discrimination to OCR. For additional information regarding the EEOP requirement, see 28 CFR Part 42, subpart E, and for additional information regarding requirements when there is an adverse finding, see 28 C.F.R. §§ 42.204(c), .205(c) (5).

The OCR is available to help you and your organization meet the civil rights requirements that are associated with DOJ grant funding. If you would like the OCR to assist you in fulfilling your organization's civil rights or nondiscrimination responsibilities as a recipient of federal financial assistance, please do not hesitate to contact the OCR at [email protected].

Memorandum Regarding NEPA

NEPA Letter Type

OJP - Ongoing NEPA Compliance Incorporated into Further Developmental Stages

NEPA Letter

The Edward Byrne Memorial Justice Assistance Grant Program (JAG) allows states and local

governments to support a broad range of activities to prevent and control crime and to improve the

criminal justice system, some of which could have environmental impacts. All recipients of JAG funding

must assist BJA in complying with NEPA and other related federal environmental impact analyses

requirements in the use of grant funds, whether the funds are used directly by the grantee or by a

subgrantee or third party. Accordingly, prior to obligating funds for any of the specified activities, the

grantee must first determine if any of the specified activities will be funded by the grant.

The specified activities requiring environmental analysis are:

a. New construction;

https://justgrants.usdoj.gov/prweb/PRAuth/app/JGITS...J3yZ6Bxxi_lpDExTOT4XnAjzjAXmVNevW*/!TABTHREAD2?pyActivity=PrintWork&Prompt=fals... 2/6

ORD97


b. Any renovation or remodeling of a property located in an environmentally or historically sensitive

area, including properties located within a 100-year flood plain, a wetland, or habitat for endangered

species, or a property listed on or eligible for listing on the National Register of Historic Places;

c. A renovation, lease, or any proposed use of a building or facility that will either {a) result in a change

in its basic prior use or {b) significantly change its size;

d. Implementation of a new program involving the use of chemicals other than chemicals that are (a)

purchased as an incidental component of a funded activity and (b) traditionally used, for example, in

office, household, recreational, or education environments; and

e. Implementation of a program relating to clandestine methamphetamine laboratory operations,

including the identification, seizure, or closure of clandestine methamphetamine laboratories.

Complying with NEPA may require the preparation of an Environmental Assessment and/or an

Environmental Impact Statement, as directed by BJA. Further, for programs relating to

methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be

required. For more information about Mitigation Plan requirements, please see

httQs:/lwww.bjg_,gov/Funding/neQa.html.

NEPA Coordinator

First Name

Orb in

'v' Award Information

Middle Name Last Name

Terry

This award is offered subject to the conditions or limitations set forth in the Award Information, Project Information, Financial Information, and Award Conditions.

~Recipient Information

Recipient Name

TROY, CITY OF

DUNS Number

086955077

Street 1

433 RIVER ST STE 5000

City

Street 2

State/U.S. Territory

https://justgrants.usdoj.gov/prweb/PRAuth/app/JGITS_j3yZ6Bxxi_lpDExTOT4XnAjzjAXmVNevW*/!TABTHREAD2?pyActivity=PrintWork&Prompt=fals... 3/6

ORD97

11/9/21, 3:24PM

TROY

Zip/Postal Code

12180

County/Parish

RAward Details

Federal Award Date

10/13/21

Award Number

15PBJA-21-GG-O 1726-JAGX

Federal Award Amount

$27,137.00

Active Funded Award

New York

Country

United States

Province

Award Type

Initial

Supplement Number

00

Funding Instrument Type

Grant

Assistance listing Number Assistance Listings Program Title

16.738

Statutory Authority

Title I of Pub. L. No. 90-351 (generally codified at 34 U.S.C. 1 0151-10726), including subpart 1 of partE (codified at 34 U.S.C. 10151-10158); see also 28 U.S.C. 530C(a).

I have read and understand the information presented in this section of the Federal Award Instrument.

""-./ Project Information

https://justgrants.usdoj.gov/prweb/PRAuth/app/JGITS_j3yZ6Bxxi_lpDExTOT4XnAjzjAXmVNevW*I!TABTHREAD2?pyActivity=PrintWork&Prompt=fals... 4/6

ORD97



Solicitation Title

2021 BJA FY 21 Edward Byrne Memorial Justice Assistance Grant (JAG) ProgramLocal Solicitation

Application Number

GRANT13427294

Awarding Agency

OJP

Program Office

BJA

Grant Manager Name Phone Number

202-598-7 4 76 Ania Dobrzanska

E-mail Address

[email protected]

Project Title

City of Troy, New York JAG FY21

Performance Period Start Date

10/01/2020

Budget Period Start Date

10/01/2020

Project Description

Performance Period End Date

09/30/2024

Budget Period End Date

09/30/2024

The Edward Byrne Memorial Justice Assistance Grant (JAG) Program allows states and units of local government, including tribes, to support a broad range of activities to prevent and control crime based on their own state and local needs and conditions. Grant funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice, including for any one or more of the following program areas: 1) law enforcement programs; 2) prosecution and court programs; 3) prevention and

https:l/justgrants.usdoj.gov/prweb/PRAuth/app/JGITS_/3yZ6Bxxi_lpDExTOT4XnAjzjAXmVNevW*/!TABTHREAD2?pyActivity=PrintWork&Prompt=fals... 5/6

ORD97


education programs; 4) corrections and community corrections programs; 5) drug treatment and enforcement programs; 6) planning, evaluation, and technology

improvement programs; and 7) crime victim and witness programs (other than compensation) and 8) mental health programs and related law enforcement and corrections programs, including behavioral programs and crisis intervention teams.

This JAG award will be used to support criminal justice initiatives that fall under one or more of the allowable program areas above. Funded programs or initiatives may include multijurisdictional drug and gang task forces, crime prevention and domestic violence programs, courts, corrections, treatment, justice information sharing initiatives, or other programs aimed at reducing crime and/or enhancing public/officer


'./ Financial Information



) Award Conditions

> Award Acceptance

https://justgrants.usdoj.gov/prweb/PRAuth/app/JGITS_j3yZ6Bxxi_lpDExTOT4XnAjzjAXmVNevW*I!TABTHREAD2?pyActivity=PrintWork&Prompt=fals... 6/6

ORD97

ORD98

ORDINANCE AMENDING THE SPECIAL REVENUE BUDGET TO ACCEPT A NYS HOMELAND SECURITY GRANT FOR THE PURPOSE OF PURCHASING

PROTECTIVE AND EMERGENCY RESPONSE EQUIPMENT

The City of Troy, convened in City Council, ordains as follows: Section 1. The City of Troy Special Revenue Budget is herein amended as set forth in

Schedule A entitled:

Public Safety – Police NYS Homeland Security Grant FY 2021-2024


ORD98

MEMO IN SUPPORT

This ordinance amends the Special Revenue Budget to accept a NYS Homeland Security Grant for the purpose of purchasing protective equipment, emergency response equipment, a vehicle and related equipment.

Original * Revised Budget Change Budget

Special Revenue Fund

Revenue CD.3000.4306.8000.8347NYS Homeland Security -$ 154,378$ 154,378$

Total Revenue Increase 154,378$

Expenditures

CD.2021.0203.8000.8347Equipment -$ 84,378$ 84,378$

CD.2021.0202.8000.8347Vehicles -$ 70,000$ 70,000$

Total Expenditures Increase 154,378$

* or as previously revised

SLETPP

City of Troy Special Revenue Budget Amendment

Public Safety - PoliceNYS Homeland Security Grant (FY 2021-2024)

SCHEDULE A ORD98

STATE AGENCY

New York State Division of Homeland Security and EmergencyServices

1220 Washington Avenue

Building 7A Suite 710

Albany, NY 12242

NYS COMPTROLLER'S NUMBER: C175211

(Contract Number)

ORIGINATING AGENCY CODE: 01077

GRANTEE/CONTRACTOR:(Name & Address)

Troy, City of

1 Monument Square

Troy NY 12180

TYPE OF PROGRAMS: WM2021 SLETPP

CFDA NUMBER: 97.067

DHSES NUMBERS: WM21175211

FEDERAL TAX IDENTIFICATION NO: 14-6002472

MUNICIPALITY NO: (if applicable) 380257000 000

SFS VENDER NO: 1000002394

DUN & BRADSTREET NO: 086955077

INITIAL CONTRACT PERIOD:

FROM 09/01/2021 TO 08/31/2024

FUNDING AMOUNT FOR INITIAL PERIOD: $154,378.00

STATUS:

Contractor is not a sectarian entry.

Contractor is not a not-for-profit organization.

MULTI-YEAR TERM: (if applicable)

CHARITIES REGISTRATION NUMBER:

n/a

(Enter number or Exempt)

if Exempt is entered above, reason for exemption.

Contractor has ____ has not ____ timely filed with the AttorneyGeneral's Charities Bureau all required periodic or annual writtenreports.

APPENDIX ATTACHED AND PART OF THIS AGREEMENT

APPENDIX A Standard Clauses required by the AttorneyGeneral for all State contracts

x APPENDIX A1 Agency-specific Clauses

x APPENDIX B Budget

x APPENDIX C Payment and Reporting Schedule

x APPENDIX D Program Workplan and Special Conditions

APPENDIX X Modification Agreement Form (to accompanymodified appendices for changes in terms or considerations on anexisting period or for renewal periods)

DHSES-55 Budget Amendment/Grant Extension Request

Other - Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion

.

.

IN WITNESS THEREOF, the parties hereto have electronically executed or approved this AGREEMENT on the dates of their signatures.

NYS Division of Homeland Security and Emergency Services

BY: Eric Abramson , Director of Grants Program Administration Date: 09/28/2021

State Agency Certification: In addition to the acceptance of this contract, I also certify that original copies of this signature page will beattached to all other exact copies of this contract.

GRANTEE:

BY: Patrick Madden Mayor Date: 09/27/2021

ATTORNEY GENERAL'S SIGNATURE

.

Title: .

Date: .

COMPTROLLER'S SIGNATURE

.

Title: .

Date: .

ORD98

Award Contract LETPP/SLETPP

Project No. Grantee Name

LE21-1016-D00 Troy, City of 09/28/2021

ORD98


LE21-1016-D00 Troy, City of 09/28/2021

ORD98

Appendix B - Project Budget

Budget Summary by Participant

Troy, City ofTroy City Police Department - Version 1



LE21-1016-D00 Troy, City of 09/28/2021

# Equipment AEL Number Unit Cost Total Cost Grant Funds Matching Funds

1 E-5 Chemical, Biological,Radiological, Nuclear, andhigh yield Explosiverespirator masks (and relateditems)

01ZP‐00‐GBAG

1 $3,220.00 $3,220.00 $3,220.00 $0.00

2 E-6 Chemical, Biological,Radiological, Nuclear, andhigh yield Explosive vehiclestorage containers

01ZP-00-GBAG

1 $4,500.00 $4,500.00 $4,500.00 $0.00

3 E-7 Chemical, Biological,Radiological, Nuclear, andhigh yield Explosive metersand detectors (and relateditems)

07RD-02-PRDA

1 $3,220.00 $3,220.00 $3,220.00 $0.00

4 E-9 Portable decontaminationshower (and related items)

08D2-03-SHWR

1 $5,000.00 $5,000.00 $5,000.00 $0.00

5 E-10 Chemical, Biological,Radiological, Nuclear, andhigh yield Explosive responsevehicle (and related items ) -Approved by DHSES

12VE-00-CMDV

1 $70,000.00 $70,000.00 $70,000.00 $0.00

6 E-4 Fire extinguisher 03OE-04-EXAC

1 $2,500.00 $2,500.00 $2,500.00 $0.00

7 E-1 Computer hardware andsoftware (and related items)

04HW-01-INHW

1 $7,720.00 $7,720.00 $7,720.00 $0.00

8 E-8 Physical securitymeasures (Bollards andrelated items) EnvironmentalHistorical Preservation priortapproval if not mobile orportable

14SW-01-WALL

1 $6,580.00 $6,580.00 $6,580.00 $0.00

9 E-11 Mobile and portableradios (and related items)

06CP-01-MOBL

1 $38,058.00 $38,058.00 $38,058.00 $0.00

10 E-3 Portable illumination 03OE-03-LTPA

1 $2,000.00 $2,000.00 $2,000.00 $0.00

11 E-2 Cyber Intrusion detectionsystem (hardware, softwareand related items)

04HW-01-INHW

1 $11,580.00 $11,580.00 $11,580.00 $0.00

Total $154,378.00 $154,378.00 $0.00

Troy City Police Department Total Project Costs Total Cost Grant Funds Matching Funds

$154,378.00 $154,378.00 $0.00

Total Project Costs Total Cost Grant Funds Matching Funds

$154,378.00 $154,378.00 $0.00

ORD98


LE21-1016-D00 Troy, City of 09/28/2021

ORD98



LE21-1016-D00 Troy, City of 09/28/2021

Appendix D - Program Workplan and Special Conditions

Work Plan

Goal

Prevent terrorist attacks; protect the people of New York, our critical infrastructure and key resources; prepare to respond to andrecover from terrorist attacks.

Objective #1

G & T Workplan Code - 01. Establish/enhance a terrorism intelligence/early warning system, center, or task force.

Investment Justification - Enhancing Information and Intelligence Sharing and Analysis

NYS Critical Capabilities

Primary - Information-Sharing and Intelligence Analysis

Utilize technological systems to empower widespread information sharing and intelligence analysis.

Task #1 for Objective #1

Purchase allowable information technology equipment (computers and related items). Train appropriate personnel in the proper use ofthe equipment and place the equipment into service.

# Performance Measure

1 Identify equipment ordered and received. Provide a brief narrative on the training of personnel and the deployment ofequipment. Describe how the project enhanced intelligence and information sharing capabilities in the jurisdiction. Equipmentaccountability records are properly maintained. Provide explanation if equipment is received but not deployed, and includedeployment plans as appropriate.

Objective #2

G & T Workplan Code - 03. Establish/enhance cyber security program.

Investment Justification - Enhance Cyber Security Capabilities


Primary - Cyber Security

Strengthen networking infrastructure by upgrading outdated infrastructure and introducing technologies that vastly improve securitywithin State and local government agencies.


Purchase allowable cyber security intrusion detection hardware, software and related items. Train appropriate personnel in the properuse of the equipment and place the equipment into service.


1 Identify equipment ordered and received. Provide a brief narrative on the training of personnel and the deployment ofequipment. Describe how the project enhanced cybersecurity capabilities in the jurisdiction. Equipment accountability recordsare properly maintained. Provide explanation if equipment is received but not deployed, and include deployment plans asappropriate.

Objective #3

G & T Workplan Code - 12. Assess vulnerability of and/or harden/protect critical infrastructure and key assets.

Investment Justification - Combating Domestic Violent Extremism


Primary - CBRNE Detection and interdiction

Utilizing risk assessments, conduct target hardening measures and/or enhance security at CI/KR and/or mass gathering events.


Purchase allowable target hardening equipment (bollards and related items). Train appropriate personnel in the proper use of theequipment and place the equipment into service.


1 Identify equipment ordered and received. Provide a brief narrative on the training of personnel and the deployment ofequipment. Describe how the project enhanced target hardening capabilities in the jurisdiction. Equipment accountabilityrecords are properly maintained. Provide explanation if equipment is received but not deployed, and include deployment plansas appropriate.

Objective #4

G & T Workplan Code - 14. Develop/enhance interoperable communications system.

Investment Justification - Advance Public Safety Interoperable and Emergency Communications


Primary - Interoperable and Emergency Communications

The development, sustainment and/or enhancement of interoperable communications systems.

ORD98


Purchase allowable interoperable communications equipment. Train appropriate personnel in the proper use of the equipment andplace the equipment into service.


1 Identify equipment ordered and received. Provide a brief narrative on the training of personnel and the deployment ofequipment. Describe how the project enhanced interoperable communication capabilities in the jurisdiction. Equipmentaccountability records are properly maintained. Provide explanation if equipment is received but not deployed, and includedeployment plans as appropriate.

Objective #5

G & T Workplan Code - 05. Establish/enhance regional response teams.

Investment Justification - Addressing Emerging Threats & Build and Sustain CBRNE Detection and Response Capabilities


Primary - CBRNE Detection and interdiction

Based on capability analyses, identify, purchase, and maintain equipment for responders to safely detect, identify, and respond toCBRNE events.


Purchase allowable Chemical, Biological, Radiological, Nuclear, and Explosive (CBRNE) equipment (response vehicle, respirator masks,detection equipment, fire extinguishers and related items). Train appropriate personnel in the proper use of the equipment and place theequipment into service.


1 Identify equipment ordered and received. Provide a brief narrative on the training of personnel and the deployment ofequipment. Describe how the project enhanced CBRNE capabilities in the jurisdiction. Equipment accountability records areproperly maintained. Provide explanation if equipment is received but not deployed, and include deployment plans asappropriate.

ORD98

NEW YORK STATE

DIVISION OF HOMELAND SECURITY AND EMERGENCY SERVICES

GRANT CONTRACT

APPENDIX A-1

The Contract is hereby made by and between the State of New York, acting by and through the New York State Division of Homeland

Security and Emergency Services (DHSES or State Agency) and the public or private entity ('Contractor' or 'Subrecipient') identified on

the face page hereof (Face Page).

WITNESSETH:

WHEREAS, the State has the authority to regulate and provide funding for the establishment and operation of program services, design

or the execution and performance of construction projects, as applicable and desires to contract with skilled parties possessing the

necessary resources to provide such services or work, as applicable; and

WHEREAS, the Contractor is ready, willing and able to provide such program services or the execution and performance of construction

projects and possesses or can make available all necessary qualified personnel, licenses, facilities and expertise to perform or have

performed the services or work, as applicable, required pursuant to the terms of the Contract;

NOW THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the State and the Contractor agree as

follows:

STANDARD TERMS AND CONDITIONS

I.GENERAL TERMS AND CONDITIONS

A.Executory Clause: In accordance with Section 41 of the State Finance Law, the State shall have no liability under the Contract to the

Contractor, or to anyone else, beyond funds appropriated and available for the Contract.

B.Required Approvals: In accordance with Section 112 of the State Finance Law (or, if the Contract is with the State University of New

York (SUNY) or City University of New York (CUNY), Section 355 or Section 6218 of the Education Law), if the Contract exceeds $50,000

(or $85,000 for contracts let by the Office of General Services, or the minimum thresholds agreed to by the Office of the State Comptroller

(OSC) for certain SUNY and CUNY contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds

said statutory amount including, but not limited to, changes in amount, consideration, scope or contract term identified on the Face Page

(Contract Term), it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the New York

Attorney General Contract Approval Unit (AG) and OSC. If, by the Contract, the State agrees to give something other than money when

the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the State

until it has been approved by, and filed with, the AG and OSC.


LE21-1016-D00 Troy, City of 09/28/2021

ORD98

Budget Changes: An amendment that would result in a transfer of funds among program activities or budget categories that does not

affect the amount, consideration, scope or other terms of such contract may be subject to the approval of the Offices of the State

Comptroller and Attorney General where the amount of such modification is, as a portion of the total value of the contract, equal to or

greater than ten percent for contracts of less than five million dollars, or five percent for contracts of more than five million dollars; and,

in addition, such amendment may be subject to prior approval by the applicable State Agency as detailed in Appendix C (Payment and

Reporting Schedule).

C.Contract Parts: This Contract incorporates the face pages attached, this Appendix and all of the marked Appendices identified on the

face page hereof.

D.Order of Precedence: In the event of a conflict among (i) the terms of the Contract (including any and all Appendices and amendments)

or (ii) between the terms of the Contract and the original request for proposal, the program application or other Appendix that was

completed and executed by the Contractor in connection with the Contract, the order of precedence is as follows:

1.Appendix A-11

2.Modifications to the Face Page

3.Modifications to Appendices B, C and D

4.The Face Page

5.Appendices B, C and D

6.Other attachments, including, but not limited to, the request for proposal or program application

E.Governing Law: This Contract shall be governed by the laws of the State of New York except where the Federal Supremacy Clause

requires otherwise.

F.Funding: Funding for the entire Contract Period shall not exceed the funding amount specified as 'Funding Amount for the Initial

Period' on the Face Page hereof or as subsequently revised to reflect an approved renewal or cost amendment. Funding for the initial

and subsequent periods of the Contract shall not exceed the applicable amounts specified in the applicable Appendix B form (Budget).

G.Contract Period: The period of this Contract shall be as specified on the face page hereof.

H.Contract Performance: The Contractor shall perform all services or work, as applicable, and comply with all provisions of the Contract

to the satisfaction of the State. The Contractor shall provide services or work, as applicable, and meet the program objectives

summarized in Appendix D (Work Plan and Special Conditions) in accordance with the provisions of the Contract, relevant laws, rules

and regulations, administrative, program and fiscal guidelines, and where applicable, operating certificate for facilities or licenses for an

activity or program. For federally-funded grants, DHSES will conduct an evaluation to determine risks posted by Contractors in managing

federal awards. Consistent with 2 CFR §200.332, the results of the evaluation may result in the imposition special conditions to this

ORD98

Contract including but not limited to increased monitoring, suspension of reimbursements and cancellation of the Contract.

I.Modifications: To modify the Contract, the parties shall revise or complete the appropriate appendix form(s). Any change in the amount

of consideration to be paid, change in scope, or change in the term, is subject to the approval of the NYS Office of the State Comptroller.

Any other modifications shall be processed in accordance with DHSES guidelines as stated in this Contract.

J.Severability: Any provision of the Contract that is held to be invalid, illegal or unenforceable in any respect by a court of competent

jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the

remaining provisions hereof; provided, however, that the parties to the Contract shall attempt in good faith to reform the Contract in a

manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. If any provision is held

void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other

circumstances.

K.Interpretation: The headings in the Contract are inserted for convenience and reference only and do not modify or restrict any of the

provisions herein. All personal pronouns used herein shall be considered to be gender neutral. The Contract has been made under the

laws of the State of New York, and the venue for resolving any disputes hereunder shall be in a court of competent jurisdiction of the

State of New York.

L.Notice:

1.All notices, except for notices of termination, shall be in writing and shall be transmitted either:

a.by certified or registered United States mail, return receipt requested;

b.by facsimile transmission;

c.by personal delivery;

d.by expedited delivery service; or

e.by e-mail.

2.Notices to the State shall be addressed to the Program Office.

3.Notices to the Contractor shall be addressed to the Contractor's designee.

4.Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery

services or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided

herein, or in the case of facsimile transmission or e-mail, upon receipt.

5.The parties may, from time to time, specify any new or different e-mail address, facsimile number or address in the United States as

their address for purpose of receiving notice under the Contract by giving fifteen (15) calendar days prior written notice to the other party

ORD98

sent in accordance herewith. The parties agree to mutually designate individuals as their respective representatives for the purposes of

receiving notices under the Master Contract. Additional individuals may be designated in writing by the parties for purposes of

implementation, administration, billing and resolving issues and/or disputes.

M.Service of Process: In addition to the methods of service allowed by the State Civil Practice Law & Rules (CPLR), Contractor hereby

consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon

Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or

undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can

be made. Service by the State to the last known address shall be sufficient. The Contractor shall have thirty (30) calendar days after

service hereunder is complete in which to respond.

N.Set-Off Rights: The State shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not

be limited to, the State's option to withhold, for the purposes of set-off, any moneys due to the Contractor under the Contract up to any

amounts due and owing to the State with regard to the Contract, any other contract with any State department or agency, including any

contract for a term commencing prior to the term of the Contract, plus any amounts due and owing to the State for any other reason

including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative thereto. The State shall exercise its set-

off rights in accordance with normal State practices including, in cases of setoff pursuant to an audit, the finalization of such audit by

DHSES, its representatives, or OSC.

O.Indemnification: The Contractor shall be solely responsible and answerable in damages for any and all accidents and/or injuries to

persons (including death) or property arising out of or related to the services to be rendered by the Contractor or its subcontractors

pursuant to this Contract. The Contractor shall indemnify and hold harmless the State and its officers and employees from claims, suits,

actions, damages and cost of every nature arising out of the provision of services pursuant to the Contract.

P.Non-Assignment Clause: In accordance with Section 138 of the State Finance Law, the Contract may not be assigned by the Contractor

or its right, title or interest therein assigned, transferred, conveyed, sublet, or otherwise disposed of without the State's previous written

consent, and attempts to do so shall be considered to be null and void. Notwithstanding the foregoing, such prior written consent of an

assignment of a contract, let pursuant to Article XI of the State Finance Law, may be waived at the discretion of DHSES and with the

concurrence of OSC, where the original contract was subject to OSC's approval, where the assignment is due to a reorganization,

merger, or consolidation of the Contractor's business entity or enterprise. The State retains its right to approve an assignment and to

require that the merged contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its

right to receive payments without the State's prior written consent unless the Contract concerns Certificates of Participation pursuant to

Article 5-A of the State Finance Law.

Q.Legal Action: No litigation or regulatory action shall be brought against the federal government, the State of New York, DHSES or

against any county or other local government entity with the funds provided under the Contract. The term 'litigation' shall include

commencing or threatening to commence a lawsuit, joining or threatening to join as a party to ongoing litigation, or requesting any relief

from any of the federal government, the State of New York, DHSES or any county or other local government entity. The term 'regulatory

action' shall include commencing or threatening to commence a regulatory proceeding, or requesting any regulatory relief from any of

the State of New York, the State Agency, or any county, or other local government entity.

R.No Arbitration: Disputes involving the Contract, including the breach or alleged breach thereof, may not be submitted to binding

ORD98

arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York.

S.Secular Purpose: Services performed pursuant to the Contract are secular in nature and shall be performed in a manner that does not

discriminate on the basis of religious belief, or promote or discourage adherence to religion in general or particular religious beliefs.

T.Partisan Political Activity and Lobbying: Funds provided pursuant to the Contract shall not be used for any partisan political activity, or

for activities that attempt to influence legislation or election or defeat of any candidate for public office.

U.Reciprocity and Sanctions Provisions: The Contractor is hereby notified that if its principal place of business is located in a country,

nation, province, state, or political subdivision that penalizes New York State vendors, and if the goods or services it offers shall be

substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684

and Chapter 383, respectively) require that it be denied contracts which it would otherwise obtain.2

V.Reporting Fraud and Abuse: Contractor acknowledges that it has reviewed information on how to prevent, detect, and report fraud,

waste and abuse of public funds, including information about the federal False Claims Act, the New York State False Claims Act and

whistleblower protections.

W.Non-Collusive Bidding: By submission of this bid, the Contractor and each person signing on behalf of the Contractor certifies, and in

the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his or her

knowledge and belief that its bid was arrived at independently and without collusion aimed at restricting competition. The Contractor

further affirms that, at the time the Contractor submitted its bid, an authorized and responsible person executed and delivered to the

State a non-collusive binding certification on the Contractor's behalf.

X.Federally Funded Grants: All of the specific federal requirements that are applicable to the Contract are identified in Section V

(FEDERALLY FUNDED GRANT REQUIREMENTS) of this Appendix. To the extent that the Contract is funded in whole or part with federal

funds, (i) the provisions of the Contract that conflict with federal rules, federal regulations, or federal program specific requirements shall

not apply and (ii) the Contractor agrees to comply with all applicable federal rules, regulations and program specific requirements

including, but not limited to, those provisions that are set forth in Section V (FEDERALLY FUNDED GRANT REQUIREMENTS) of this

Appendix. To the extent that section V (FEDERALLY FUNDED GRANT REQUIREMENTS) conflict with any other provisions of the

Contract, the federal requirements of Section V shall supersede all other provisions of the Contract where required.

Y.The Contractor must meet the program objectives summarized in the Program Work Plan and Special Conditions (Appendix D) to the

satisfaction of DHSES in accordance with provisions of the Contract, relevant laws, rules and regulations, administrative and fiscal

guidelines and, where applicable, operating certificates for facilities or license for an activity or program.

II.TERM, TERMINATION AND SUSPENSION

A.Term: The term of the Contract shall be as specified on the Face Page, unless terminated sooner as provided herein.

B.Renewal:

ORD98

1.General Renewal: The Contract may consist of successive periods on the same terms and conditions, as specified within the Contract

(a 'Simplified Renewal Contract'). Each additional or superseding period shall be on the forms specified by the State and shall be

incorporated in the Contract.

2.Renewal Notice to Not-for-Profit Contractors:

a.Pursuant to State Finance Law §179-t, if the Contract is with a not-for-profit Contractor and provides for a renewal option, the State

shall notify the Contractor of the State's intent to renew or not to renew the Contract no later than ninety (90) calendar days prior to the

end of the term of the Contract, unless funding for the renewal is contingent upon enactment of an appropriation. If funding for the

renewal is contingent upon enactment of an appropriation, the State shall notify the Contractor of the State's intent to renew or not to

renew the Contract the later of: (1) ninety (90) calendar days prior to the end of the term of the Contract, and (2) thirty (30) calendar days

after the necessary appropriation becomes law. Notwithstanding the foregoing, in the event that the State is unable to comply with the

time frames set forth in this paragraph due to unusual circumstances beyond the control of the State ('Unusual Circumstances'), no

payment of interest shall be due to the not-for-profit Contractor. For purposes of State Finance Law §179-t, 'Unusual Circumstances'

shall not mean the failure by the State to (i) plan for implementation of a program, (ii) assign sufficient staff resources to implement a

program, (iii) establish a schedule for the implementation of a program or (iv) anticipate any other reasonably foreseeable circumstance.

b.Notification to the not-for-profit Contractor of the State's intent to not renew the Contract must be in writing in the form of a letter, with

the reason(s) for the non-renewal included. If the State does not provide notice to the not-for-profit Contractor of its intent not to renew

the Contract as required in this Section and State Finance Law §179-t, the Contract shall be deemed continued until the date the State

provides the necessary notice to the Contractor, in accordance with State Finance Law §179-t. Expenses incurred by the not-for-profit

Contractor during such extension shall be reimbursable under the terms of the Contract.

C.Termination:

1.Grounds:

a.Mutual Consent: The Contract may be terminated at any time upon mutual written consent of the State and the Contractor.

b.Cause: The State may terminate the Contract immediately, upon written notice of termination to the Contractor, if the Contractor fails to

comply with any of the terms and conditions of the Contract and/or with any laws, rules, regulations, policies, or procedures that are

applicable to the Contract.

c.Non-Responsibility: In accordance with the provisions of this Contract, the State may make a final determination that the Contractor is

non-responsible (Determination of Non-Responsibility). In such event, the State may terminate the Contract at the Contractor's expense,

complete the contractual requirements in any manner the State deems advisable and pursue available legal or equitable remedies for

breach.

d.Convenience: The State may terminate the Contract in its sole discretion upon thirty (30) calendar days prior written notice.

e.Lack of Funds: If for any reason the State or the Federal government terminates or reduces its appropriation to the applicable State

Agency entering into the Contract or fails to pay the full amount of the allocation for the operation of one or more programs funded under

ORD98

this Contract, the Contract may be terminated or reduced at DHSES's discretion, provided that no such reduction or termination shall

apply to allowable costs already incurred by the Contractor where funds are available to DHSES for payment of such costs. Upon

termination or reduction of the Contract, all remaining funds paid to the Contractor that are not subject to allowable costs already

incurred by the Contractor shall be returned to DHSES. In any event, no liability shall be incurred by the State (including DHSES) beyond

monies available for the purposes of the Contract. The Contractor acknowledges that any funds due to DHSES or the State of New York

because of disallowed expenditures after audit shall be the Contractor's responsibility.

f.Force Majeure: The State may terminate or suspend its performance under the Contract immediately upon the occurrence of a 'force

majeure'. For purposes of the Contract, 'Force majeure' shall include, but not be limited to, natural disasters, war, rebellion, insurrection,

riot, strikes, lockout and any unforeseen circumstances and acts beyond the control of the State which render the performance of its

obligations impossible.

2.Notice of Termination:

a.Service of notice: Written notice of termination shall be sent by:

i.personal messenger service; or

ii.certified mail, return receipt requested and first class mail.

b.Effective date of termination: The effective date of the termination shall be the later of (i) the date indicated in the notice and (ii) the date

the notice is received by the Contractor, and shall be established as follows:

i.if the notice is delivered by hand, the date of receipt shall be established by the receipt given to the Contractor or by affidavit of the

individual making such hand delivery attesting to the date of delivery; or

ii.if the notice is delivered by registered or certified mail, by the receipt returned from the United States Postal Service, or if no receipt is

returned, five (5) business days from the date of mailing of the first class letter, postage prepaid, in a depository under the care and

control of the United States Postal Service.

3.Effect of Notice and Termination on State's Payment Obligations:

a.Upon receipt of notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as

many outstanding obligations as possible, and agrees not to incur any new obligations after receipt of the notice without approval by the

State.

b.The State shall be responsible for payment on claims for services or work provided and costs incurred pursuant to the terms of the

Contract. In no event shall the State be liable for expenses and obligations arising from the requirements of the Contract after its

termination date.

4.Effect of Termination Based on Misuse or Conversion of State or Federal Property:

ORD98

Where the Contract is terminated for cause based on Contractor's failure to use some or all of the real property or equipment purchased

pursuant to the Contract for the purposes set forth herein, the State may, at its option, require:

a.the repayment to the State of any monies previously paid to the Contractor; or

b.the return of any real property or equipment purchased under the terms of the Contract; or

c.an appropriate combination of clauses (a) and (b) of Section II(C)(4) herein.

Nothing herein shall be intended to limit the State's ability to pursue such other legal or equitable remedies as may be available.

D.Suspension: The State may, in its discretion, order the Contractor to suspend performance for a reasonable period of time. In the event

of such suspension, the Contractor shall be given a formal written notice outlining the particulars of such suspension. Upon issuance of

such notice, the Contractor shall comply with the particulars of the notice. The State shall have no obligation to reimburse Contractor's

expenses during such suspension period. Activities may resume at such time as the State issues a formal written notice authorizing a

resumption of performance under the Contract.

III.PAYMENT AND REPORTING

A.Terms and Conditions:

1.In full consideration of contract services to be performed, DHSES agrees to pay and the Contractor agrees to accept a sum not to

exceed the amount noted on the Face Page.

2.The State has no obligation to make payment until all required approvals, including the approval of the AG and OSC, if required, have

been obtained. Contractor obligations or expenditures that precede the start date of the Contract shall not be reimbursed.

3.The Contractor must provide complete and accurate billing invoices to the State in order to receive payment. Provided, however, the

State may, at its discretion, automatically generate a voucher in accordance with an approved contract payment schedule. Billing

invoices submitted to the State must contain all information and supporting documentation required by Appendix C (Payment and

Reporting Schedule) and Section III(C) herein. The State may require the Contractor to submit billing invoices electronically.

4.Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly

authorized by the head of DHSES, in the sole discretion of the head of such State Agency, due to extenuating circumstances. Such

electronic payment shall be made in accordance with OSC's procedures and practices to authorize electronic payments. Authorization

for electronic payment must be made through the Statewide Financial System's (SFS) Vendor Portal:

https://esupplier.sfs.ny.gov/psp/fscm/SUPPLIER/?cmd=login. For assistance to access the SFS Vendor Portal, please contact the SFS

Help Desk at 518-457-7717 or 855-233-8363 or email [email protected]. Contractor acknowledges that it will not receive payment on

any vouchers submitted under this Contract if it does not comply with the State Comptroller's electronic payment procedures, except

where the Director has expressly authorized payment by paper check as set forth above.

ORD98

5.If travel expenses are an approved expenditure under this Contract, travel expenses shall be reimbursed at the lesser of the rates set

forth in the written standard travel policy of the Contractor, the OSC guidelines, or United States General Services Administration rates.

No out-of-state travel costs shall be permitted unless specifically detailed and pre-approved by the State.

6.Timeliness of advance payments or other claims for reimbursement, and any interest to be paid to Contractor for late payment, shall be

governed by Article 11-A of the State Finance Law to the extent required by law.

7.Article 11-B of the State Finance Law sets forth certain time frames for the Full Execution of contracts or renewal contracts with not-for-

profit organizations and the implementation of any program plan associated with such contract. For purposes of this section, 'Full

Execution' shall mean that the contract has been signed by all parties thereto and has obtained the approval of the AG and OSC. Any

interest to be paid on a missed payment to the Contractor based on a delay in the Full Execution of the Master Contract shall be

governed by Article 11-B of the State Finance Law.

B.Advance Payment and Recoupment:

1.Advance payments, which the State in its sole discretion may make to not-for-profit grant recipients, shall be made and recouped in

accordance with State Finance Law Section 179(u), this Section and the provisions of Appendix C (Payment and Reporting Schedule).

2.Advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty (30) calendar days, excluding

legal holidays, after the first day of the Contract Term or, if renewed, in the period identified on the Face Page.

3.For subsequent contract years in multi-year contracts, Contractor will be notified of the scheduled advance payments for the upcoming

contract year no later than 90 days prior to the commencement of the contract year. For simplified renewals, the payment schedule

(Appendix C) will be modified as part of the renewal process.

4.Recoupment of any advance payment(s) shall be recovered by crediting the percentage of subsequent claims listed in Appendix C

(Payment and Reporting Schedule) and Section III(C) herein and such claims shall be reduced until the advance is fully recovered within

the Contract Term. Any unexpended advance balance at the end of the Contract Term shall be refunded by the Contractor to the State.

5.If for any reason the amount of any claim is not sufficient to cover the proportionate advance amount to be recovered, then subsequent

claims may be reduced until the advance is fully recovered.

C.Claims for Reimbursement:

1.The Contractor shall submit claims for the reimbursement of expenses incurred on behalf of the State under the Contract in

accordance with this Section and the applicable claiming schedule in Appendix C (Payment and Reporting Schedule).

Vouchers submitted for payment shall be deemed to be a certification that the payments requested are for project expenditures made in

accordance with the items as contained in the applicable Appendix B form (Budget) and during the Contract Term. When submitting a

voucher, such voucher shall also be deemed to certify that: (i) the payments requested do not duplicate reimbursement from other

sources of funding; and (ii) the funds provided herein do not replace funds that, in the absence of this grant, would have been made

ORD98

available by the Contractor for this program. Requirement (ii) does not apply to grants funded pursuant to a Community Projects Fund

appropriation.

2.Consistent with the selected reimbursement claiming schedule in Appendix C (Payment and Reporting Schedule), the Contractor shall

comply with the appropriate following provisions:

a.Quarterly Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed

and described in Appendix D (Work Plan and Special Conditions). The Contractor shall submit to DHSES quarterly voucher claims and

supporting documentation. The Contractor shall submit vouchers to DHSES in accordance with the procedures set forth in Section

III(A)(3) herein.

b.Monthly Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed

and described in Appendix D (Work Plan and Special Conditions). The Contractor shall submit to DHSES monthly voucher claims and


III(A)(3) herein.

c.Biannual Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed

and described in Appendix D (Work Plan and Special Conditions). The Contractor shall submit to DHSES biannually voucher claims and


III(A)(3) herein.

d.Milestone/Performance Reimbursement:3 Requests for payment based upon an event or milestone may be either

severable or cumulative. A severable event/milestone is independent of accomplishment of any other event. If the event is cumulative,

the successful completion of an event or milestone is dependent on the previous completion of another event. Milestone payments shall

be made to the Contractor when requested in a form approved by the State, and at frequencies and in amounts stated in Appendix C

(Payment and Reporting Schedule). DHSES shall make milestone payments subject to the Contractor's satisfactory performance.

e.Fee for Service Reimbursement:4 Payment shall be limited to only those fees specifically agreed upon in the Contract and

shall be payable no more frequently than monthly upon submission of a voucher by the contractor.

f.Rate Based Reimbursement:5 Payment shall be limited to rate(s) established in the Contract. Payment may be requested

no more frequently than monthly.

g.Scheduled Reimbursement:6 DHSES shall generate vouchers at the frequencies and amounts as set forth in Appendix

C(Payment and Reporting Schedule).

h.Interim Reimbursement: DHSES may generate vouchers on an interim basis and the amounts requested by the Contract as set forth in

Attachment C (Payment and Reporting Schedule).

i.Fifth Quarter Payments:7 Fifth quarter payment shall be paid to the Contractor at the conclusion of the final scheduled

payment period of the preceding contract period. DHSES shall use a written directive for fifth quarter financing. DHSES shall generate a

voucher in the fourth quarter of the current contract year to pay the scheduled payment for the next contract year.

ORD98

3.The Contractor shall also submit supporting fiscal documentation for the expenses claimed.

4.The State reserves the right to withhold up to fifteen percent (15%) of the total amount of the Contract as security for the faithful

completion of services or work, as applicable, under the Contract. This amount may be withheld in whole or in part from any single

payment or combination of payments otherwise due under the Contract. In the event that such withheld funds are insufficient to satisfy

Contractor's obligations to the State, the State may pursue all available remedies, including the right of setoff and recoupment.

5.The State shall not be liable for payments on the Contract if it is made pursuant to a Community Projects Fund appropriation if

insufficient monies are available pursuant to Section 99-d of the State Finance Law.

6.All vouchers submitted by the Contractor pursuant to the Contract shall be submitted to DHSES no later than thirty (30) calendar days

after the end date of the period for which reimbursement is claimed. In no event shall the amount received by the Contractor exceed the

budget amount approved by DHSES, and, if actual expenditures by the Contractor are less than such sum, the amount payable by

DHSES to the Contractor shall not exceed the amount of actual expenditures.

7.All obligations must be incurred prior to the end date of the contract. Notwithstanding the provisions of Section III(C)(6) above, with

respect to the final period for which reimbursement is claimed, so long as the obligations were incurred prior to the end date of the

contract, the Contractor shall have up to thirty (30) calendar days after the contract end date to make expenditures.

D.Identifying Information and Privacy Notification:

1.Every voucher or New York State Claim for Payment submitted to a State Agency by the Contractor, for payment for the sale of goods

or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property, must include the Contractor's

Vendor Identification Number assigned by the Statewide Financial System, and any or all of the following identification numbers: (i) the

Contractor's Federal employer identification number, (ii) the Contractor's Federal social security number, and/or (iii) DUNS number.

Failure to include such identification number or numbers may delay payment by the State to the Contractor. Where the Contractor does

not have such number or numbers, the Contractor, on its voucher or Claim for Payment, must provide the reason or reasons for why the

Contractor does not have such number or numbers.

2.The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and

the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or

lessor to the State is mandatory. The principle purpose for which the information is collected is to enable the State to identify individuals,

businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally

identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax

administration purposes and for any other purpose authorized by law. The personal information is requested by the purchasing unit of

DHSES contracting to purchase the goods or services or lease the real or personal property covered by the Contract. This information is

maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the

State Comptroller, 110 State Street, Albany, New York, 12236.

E.Refunds:

ORD98

1.In the event that the Contractor must make a refund to the State for Contract-related activities, including repayment of an advance or an

audit disallowance, payment must be made payable as set forth in this Appendix. The Contractor must reference the contract number

with its payment and include a brief explanation of why the refund is being made. Refund payments must be submitted to the Office

address listed in Appendix C.

2.If at the end or termination of the Contract, there remains any unexpended balance of the monies advanced under the Contract in the

possession of the Contractor, the Contractor shall make payment within forty-five (45) calendar days of the end or termination of the

Contract. In the event that the Contractor fails to refund such balance the State may pursue all available remedies.

F.Outstanding Amounts Owed to the State: Prior period overpayments (including, but not limited to, contract advances in excess of

actual expenditures) and/or audit recoveries associated with the Contractor may be recouped against future payments made under this

Contract to Contractor. The recoupment generally begins with the first payment made to the Contractor following identification of the

overpayment and/or audit recovery amount. In the event that there are no payments to apply recoveries against, the Contractor shall

make payment as provided in Section III(E) (Refunds) herein.

G.Program and Fiscal Reporting Requirements:

1.The Contractor shall submit required periodic reports in accordance with the applicable schedule provided in Appendix C (Payment

and Reporting Schedule). All required reports or other work products developed pursuant to the Contract must be completed as provided

by the agreed upon work schedule in a manner satisfactory and acceptable to DHSES in order for the Contractor to be eligible for

payment.

2.Consistent with the selected reporting options in Appendix C (Payment and Reporting Schedule), the Contractor shall comply with the

following applicable provisions:

a.If the Expenditure Based Reports option is indicated in Appendix C (Payment and Reporting Schedule), the Contractor shall provide

DHSES with one or more of the following reports as required by the following provisions and Appendix C (Payment and Reporting

Schedule) as applicable:

i.Narrative/Qualitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Appendix C

(Payment and Reporting Schedule), a report, in narrative form, summarizing the services rendered during the quarter. This report shall

detail how the Contractor has progressed toward attaining the qualitative goals enumerated in Appendix D (Work Plan and Special

Conditions). This report should address all goals and objectives of the project and include a discussion of problems encountered and

steps taken to solve them.

ii.Statistical/Quantitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Appendix C

(Payment and Reporting Schedule), a detailed report analyzing the quantitative aspects of the program plan, as appropriate (e.g., number

of meals served, clients transported, patient/client encounters, procedures performed, training sessions conducted, etc.).

iii.Expenditure Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Appendix C (Payment and

Reporting Schedule), a detailed expenditure report, by object of expense. This report shall accompany the voucher submitted for such

period.

ORD98

iv.Final Report: The Contractor shall submit a final report as required by the Contract, not later than the time period listed in Appendix C

(Payment and Reporting Schedule) which reports on all aspects of the program and detailing how the use of funds were utilized in

achieving the goals set forth in Appendix D (Work Plan and Special Conditions).

v.Consolidated Fiscal Report (CFR): The Contractor shall submit a CFR, which includes a year-end cost report and final claim not later

than the time period listed in Appendix C (Payment and Reporting Schedule).

b.If the Performance-Based Reports option is indicated in Appendix C (Payment and Reporting Schedule), the Contractor shall provide

DHSES with the following reports as required by the following provisions and Appendix C (Payment and Reporting Schedule) as

applicable:

i.Progress Report: The Contractor shall provide DHSES with a written progress report using the forms and formats as provided by

DHSES, summarizing the work performed during the period. These reports shall detail the Contractor's progress toward attaining the

specific goals enumerated in Appendix D (Work Plan and Special Conditions). Progress reports shall be submitted in a format prescribed

in the Contract.

ii.Final Progress Report: Final scheduled payment is due during the time period set forth in Appendix C (Payment and Reporting

Schedule). The deadline for submission of the final report shall be the date set forth in Appendix C (Payment and Reporting Schedule).

DHSES shall complete its audit and notify the Contractor of the results no later than the date set forth in Appendix C (Payment and

Reporting Schedule). Payment shall be adjusted by DHSES to reflect only those services/expenditures that were made in accordance

with the Contract. The Contractor shall submit a detailed comprehensive final progress report not later than the date set forth in

Appendix C (Payment and Reporting Schedule), summarizing the work performed during the entire Contract Term (i.e., a cumulative

report), in the forms and formats required.

3.In addition to the periodic reports stated above, the Contractor may be required (a) to submit such other reports as are required in

Table 1 of Appendix C (Payment and Reporting Schedule), and (b) prior to receipt of final payment under the Contract, to submit one or

more final reports in accordance with the form, content, and schedule stated in Table 1 of Appendix C (Payment and Reporting

Schedule).

H.Notification of Significant Occurrences:

1.If any specific event or conjunction of circumstances threatens the successful completion of this project, in whole or in part, including

where relevant, timely completion of milestones or other program requirements, the Contractor agrees to submit to DHSES within three

(3) calendar days of becoming aware of the occurrence or of such problem, a written description thereof together with a recommended

solution thereto.

2.The Contractor shall immediately notify in writing the program manager assigned to the Contract of any unusual incident, occurrence,

or event that involves the staff, volunteers, directors or officers of the Contractor, any subcontractor or program participant funded

through the Contract, including but not limited to the following: death or serious injury; an arrest or possible criminal activity that could

impact the successful completion of this project; any destruction of property; significant damage to the physical plant of the Contractor;

or other matters of a similarly serious nature.

ORD98

IV.ADDITIONAL CONTRACTOR OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

A.Contractor as an Independent Contractor/Employees:

1.The State and the Contractor agree that the Contractor is an independent contractor and not an employee of the State and may neither

hold itself out nor claim to be an officer, employee, or subdivision of the State nor make any claim, demand, or application to or for any

right based upon any different status. The Contractor shall be solely responsible for the recruitment, hiring, provision of employment

benefits, payment of salaries and management of its project personnel. These functions shall be carried out in accordance with the

provisions of the Contract, and all applicable Federal and State laws and regulations.

2.The Contractor warrants that it, its staff, and any and all subcontractors have all the necessary licenses, approvals, and certifications

currently required by the laws of any applicable local, state, or Federal government to perform the services or work, as applicable,

pursuant to the Contract and/or any subcontract entered into under the Contract. The Contractor further agrees that such required

licenses, approvals, and certificates shall be kept in full force and effect during the term of the Contract, or any extension thereof, and to

secure any new licenses, approvals, or certificates within the required time frames and/or to require its staff and subcontractors to obtain

the requisite licenses, approvals, or certificates. In the event the Contractor, its staff, and/or subcontractors are notified of a denial or

revocation of any license, approval, or certification to perform the services or work, as applicable, under the Contract, Contractor shall

immediately notify the State.

B.Subcontractors:

1.If the Contractor enters into subcontracts for the performance of work pursuant to the Contract, the Contractor shall take full

responsibility for the acts and omissions of its subcontractors. Nothing in the subcontract shall impair the rights of the State under the

Contract. No contractual relationship shall be deemed to exist between the subcontractor and the State.

2.If requested by the State, the Contractor agrees not to enter into any subcontracts, or revisions to subcontracts, that are in excess of

$100,000 for the performance of the obligations contained herein until it has received the prior written permission of the State, which

shall have the right to review and approve each and every subcontract in excess of $100,000 prior to giving written permission to the

Contractor to enter into the subcontract. All agreements between the Contractor and subcontractors shall be by written contract, signed

by individuals authorized to bind the parties. All such subcontracts shall contain provisions for specifying (1) that the work performed by

the subcontractor must be in accordance with the terms of the Contract, (2) that nothing contained in the subcontract shall impair the

rights of the State under the Contract, and (3) that nothing contained in the subcontract, nor under the Contract, shall be deemed to

create any contractual relationship between the subcontractor and the State. In addition, subcontracts shall contain any other provisions

which are required to be included in subcontracts pursuant to the terms herein.

3.If requested by the State, prior to executing a subcontract, the Contractor agrees to require the subcontractor to provide to the State

the information the State needs to determine whether a proposed subcontractor is a responsible vendor.

4.If requested by the State, when a subcontract equals or exceeds $100,000, the subcontractor must submit a Vendor Responsibility

Questionnaire (Questionnaire).

ORD98

5.If requested by the State, when a subcontract is executed, the Contractor must provide detailed subcontract information (a copy of

subcontract will suffice) to the State within fifteen (15) calendar days after execution. The State may request from the Contractor copies

of subcontracts between a subcontractor and its subcontractor.

6.The Contractor shall require any and all subcontractors to submit to the Contractor all financial claims for Services or work to DHSES,

as applicable, rendered and required supporting documentation and reports as necessary to permit Contractor to meet claim deadlines

and documentation requirements as established in Appendix C (Payment and Reporting Schedule) and Section III. Subcontractors shall

be paid by the Contractor on a timely basis after submitting the required reports and vouchers for reimbursement of services or work, as

applicable. Subcontractors shall be informed by the Contractor of the possibility of non-payment or rejection by the Contractor of claims

that do not contain the required information, and/or are not received by the Contractor by said due date.

C.Use of Material, Equipment, or Personnel:

1.The Contractor shall not use materials, equipment, or personnel paid for under the Contract for any activity other than those provided

for under the Contract, except with the State's prior written permission.

2.Any interest accrued on funds paid to the Contractor by the State shall be deemed to be the property of the State and shall either be

credited to the State at the close-out of the Contract or, upon the written permission of the State, shall be expended on additional

services or work, as applicable, provided for under the Contract.

D.Property:

1.Property is real property, equipment, or tangible personal property having a useful life of more than one year and an acquisition cost of

$1,000 or more per unit.

a.If an item of Property required by the Contractor is available as surplus to the State, the State at its sole discretion, may arrange to

provide such Property to the Contractor in lieu of the purchase of such Property.

b.If the State consents in writing, the Contractor may retain possession of Property owned by the State, as provided herein, after the

termination of the Contract to use for similar purposes. Otherwise, the Contractor shall return such Property to the State at the

Contractor's cost and expense upon the expiration of the Contract.

c.In addition, the Contractor agrees to permit the State to inspect the Property and to monitor its use at reasonable intervals during the

Contractor's regular business hours.

d.The Contractor shall be responsible for maintaining and repairing Property purchased or procured under the Contract at its own cost

and expense. The Contractor shall procure and maintain insurance at its own cost and expense in an amount satisfactory to DHSES

naming DHSES as an additional insured, covering the loss, theft or destruction of such equipment.

e.A rental charge to the Contract for a piece of Property owned by the Contractor shall not be allowed.

ORD98

f.The State has the right to review and approve in writing any new contract for the purchase of or lease for rental of Property

(Purchase/Lease Contract) operated in connection with the provision of the services or work, as applicable, as specified in the Contract,

if applicable, and any modifications, amendments, or extensions of an existing lease or purchase prior to its execution. If, in its

discretion, the State disapproves of any Purchase/Lease Contract, then the State shall not be obligated to make any payments for such

Property.

g.No member, officer, director or employee of the Contractor shall retain or acquire any interest, direct or indirect, in any Property, paid

for with funds under the Contract, nor retain any interest, direct or indirect, in such, without full and complete prior disclosure of such

interest and the date of acquisition thereof, in writing to the Contractor and the State.

2.For non-Federally-funded contracts, unless otherwise provided herein, the State shall have the following rights to Property purchased

with funds provided under the Contract:

a.For cost-reimbursable contracts, all right, title and interest in such Property shall belong to the State.

b.For performance-based contracts, all right, title and interest in such Property shall belong to the Contractor.

3.For Federally funded contracts, title to Property whose requisition cost is borne in whole or in part by monies provided under the

Contract shall be governed by the terms and conditions of Section V (FEDERALLY FUNDED GRANT REQUIREMENTS) contained herein.

4.Upon written direction by the State, the Contractor shall maintain an inventory of all Property that is owned by the State as provided

herein.

5.The Contractor shall execute any documents which the State may reasonably require to effectuate the provisions of this section.

E.Records and Audits:

1.General:

a.The Contractor shall establish and maintain, in paper or electronic format, complete and accurate books, records, documents, receipts,

accounts, and other evidence directly pertinent to its performance under the Contract (collectively, Records).

b.The Contractor agrees to produce and retain for the balance of the term of the Contract, and for a period of six years from the later of

the date of (i) the Contract and (ii) the most recent renewal of the Contract, any and all Records necessary to substantiate upon audit, the

proper deposit and expenditure of funds received under the Contract. Such Records may include, but not be limited to, original books of

entry (e.g., cash disbursements and cash receipts journal), and the following specific records (as applicable) to substantiate the types of

expenditures noted:

i.personal service expenditures: cancelled checks and the related bank statements, time and attendance records, payroll journals, cash

and check disbursement records including copies of money orders and the like, vouchers and invoices, records of contract labor, any

and all records listing payroll and the money value of non-cash advantages provided to employees, time cards, work schedules and logs,

employee personal history folders, detailed and general ledgers, sales records, miscellaneous reports and returns (tax and otherwise),

ORD98

and cost allocation plans, if applicable.

ii.payroll taxes and fringe benefits: cancelled checks, copies of related bank statements, cash and check disbursement records including

copies of money orders and the like, invoices for fringe benefit expenses, miscellaneous reports and returns (tax and otherwise), and

cost allocation plans, if applicable.

iii.non-personal services expenditures: original invoices/receipts, cancelled checks and related bank statements, consultant agreements,

leases, cost allocation plans, and bid and procurement documentation, such as quotes, proposals and selection records, if applicable.

iv.receipt and deposit of advance and reimbursements: itemized bank stamped deposit slips, and a copy of the related bank statements.

c.The OSC, AG and any other person or entity authorized to conduct an examination, as well as DHSES or State Agencies involved in the

Contract that provided funding, shall have access to the Records during the hours of 9:00 a.m. until 5:00 p.m., Monday through Friday

(excluding State recognized holidays), at an office of the Contractor within the State of New York or, if no such office is available, at a

mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and

copying.

d.The State shall protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public

Officers Law provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be

disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records, as exempt under Section 87 of the

Public Officers Law, is reasonable.

e.Nothing contained herein shall diminish, or in any way adversely affect, the State's rights in connection with its audit and investigatory

authority or the State's rights in connection with discovery in any pending or future litigation.

2.Cost Allocation:

a.For non-performance based contracts, the proper allocation of the Contractor's costs must be made according to a cost allocation plan

that meets the requirements of 2 CFR Part 200. Methods used to determine and assign costs shall conform to generally accepted

accounting practices and shall be consistent with the method(s) used by the Contractor to determine costs for other operations or

programs. Such accounting standards and practices shall be subject to approval of the State.

b.For performance based milestone contracts, or for the portion of the contract amount paid on a performance basis, the Contractor shall

maintain documentation demonstrating that milestones were attained.

3.Federal Funds: For records and audit provisions governing Federal funds, please see Section V (FEDERALLY FUNDED GRANT

REQUIREMENTS) of this Appendix A-1.

F.Confidentiality: The Contractor agrees that it shall use and maintain information relating to individuals who may receive services, and

their families pursuant to the Contract, or any other information, data or records deemed confidential by the State (Confidential

Information) only for the limited purposes of the Contract and in conformity with applicable provisions of State and Federal law. The

Contractor (i) has an affirmative obligation to safeguard any such Confidential Information from unnecessary or unauthorized disclosure

ORD98

and (ii) must comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law

Section 899-aa; State Technology Law Section 208).

G.Publicity:

1.Publicity includes, but is not limited to: news conferences; news releases; public announcements; advertising; brochures; reports;

discussions or presentations at conferences or meetings; and/or the inclusion of State materials, the State's name or other such

references to the State in any document or forum. Publicity regarding this project may not be released without prior written approval

from the State.

2.Any publications, presentations or announcements of conferences, meetings or trainings which are funded in whole or in part through

any activity supported under the Contract may not be published, presented or announced without prior approval of the State. Any such

publication, presentation or announcement shall:

a.Acknowledge the support of the State of New York and, if funded with Federal funds, the applicable Federal funding agency; and

b.State that the opinions, results, findings and/or interpretations of data contained therein are the responsibility of the Contractor and do

not necessarily represent the opinions, interpretations or policy of the State or if funded with Federal funds, the applicable Federal

funding agency.

3.Notwithstanding the above, (i) if the Contractor is an educational research institution, the Contractor may, for scholarly or academic

purposes, use, present, discuss, report or publish any material, data or analyses, other than Confidential Information, that derives from

activity under the Master Contract and the Contractor agrees to use best efforts to provide copies of any manuscripts arising from

Contractor's performance under this Master Contract, or if requested by the State, the Contractor shall provide the State with a thirty (30)

day period in which to review each manuscript for compliance with Confidential Information requirements; or (ii) if the Contractor is not

an educational research institution, the Contractor may submit for publication, scholarly or academic publications that derive from

activity under the Master Contract (but are not deliverable under the Master Contract), provided that the Contractor first submits such

manuscripts to the State forty-five (45) calendar days prior to submission for consideration by a publisher in order for the State to review

the manuscript for compliance with confidentiality requirements and restrictions and to make such other comments as the State deems

appropriate. All derivative publications shall follow the same acknowledgments and disclaimer as described in Section IV(G)(2)

(Publicity) hereof.

H.Web-Based Applications-Accessibility: Any web-based intranet and Internet information and applications development, or

programming delivered pursuant to the Contract or procurement shall comply with New York State Enterprise IT Policy NYS-P08-005,

Accessibility Web-Based Information and Applications, and New York State Enterprise IT Standard NYS-S08-005, Accessibility of Web-

Based Information Applications, as such policy or standard may be amended, modified or superseded, which requires that State Agency

web-based intranet and Internet information and applications are accessible to person with disabilities. Web content must conform to

New York State Enterprise IT Standards NYS-S08-005, as determined by quality assurance testing. Such quality assurance testing shall

be conducted by DHSES and the results of such testing must be satisfactory to DHSES before web content shall be considered a

qualified deliverable under the Contract or procurement.

ORD98

I.Non-Discrimination Requirements: Pursuant to Article 15 of the Executive Law (also known as the Human Rights Law) and all other

State and Federal statutory and constitutional nondiscrimination provisions, the Contractor and sub-contractors will not discriminate

against any employee or applicant for employment because of race, creed (religion), color, sex (including gender identity or expression),

national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence

victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior

criminal conviction and prior arrest. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the

construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment

or supplies, and to the extent that the Contract shall be performed within the State of New York, the Contractor agrees that neither it nor

its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York

State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the

performance of work under the Contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in

accordance with Section 239 thereof, the Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color,

national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to

perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under the Contract. The

Contractor shall be subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 of the Labor Law.

J.Equal Opportunities for Minorities and Women; Minority and Women Owned Business Enterprises: In accordance with Section 312 of

the Executive Law and 5 NYCRR 143, if the Contract is: (i) a written agreement or purchase order instrument, providing for a total

expenditure in excess of $25,000.00, whereby a contracting State Agency is committed to expend or does expend funds in return for

labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the

contracting State Agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting State Agency is committed to

expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and

improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is

committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real

property and improvements thereon for such project, then the Contractor certifies and affirms that (i) it is subject to Article 15-A of the

Executive Law which includes, but is not limited to, those provisions concerning the maximizing of opportunities for the participation of

minority and women-owned business enterprises and (ii) the following provisions shall apply and it is Contractor's equal employment

opportunity policy that:

1.The Contractor shall not discriminate against employees or applicants for employment because of race, creed, color, national origin,

sex, age, disability or marital status;

2.The Contractor shall make and document its conscientious and active efforts to employ and utilize minority group members and

women in its work force on State contracts;

3.The Contractor shall undertake or continue existing programs of affirmative action to ensure that minority group members and women

are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job

assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation;

4.At the request of the State, the Contractor shall request each employment agency, labor union, or authorized representative of workers

with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment

agency, labor union or representative shall not discriminate on the basis of race, creed, color, national origin sex, age, disability or

ORD98

marital status and that such union or representative shall affirmatively cooperate in the implementation of the Contractor's obligations

herein; and

5.The Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all

qualified applicants shall be afforded equal employment opportunities without discrimination because of race, creed, color, national

origin, sex, age, disability or marital status.

6.The Contractor shall have institutional policies or practices that address harassment and discrimination of individuals on the basis of

their age, race, creed, color, national origin, sexual orientation, gender identity, military status, sex, marital status, disability, or other

protected basis.

The Contractor shall include the provisions of subclauses 1 6 of this Section (IV)(J), in every subcontract over $25,000.00 for the

construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (Work)

except where the Work is for the beneficial use of the Contractor. Section 312 of the Executive Law does not apply to: (i) work, goods or

services unrelated to the Contract; or (ii) employment outside New York State. The State shall consider compliance by the Contractor or

a subcontractor with the requirements of any Federal law concerning equal employment opportunity which effectuates the purpose of

this section. The State shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any

such Federal law and if such duplication or conflict exists, the State shall waive the applicability of Section 312 of the Executive Law to

the extent of such duplication or conflict. The Contractor shall comply with all duly promulgated and lawful rules and regulations of the

Department of Economic Developments Division of Minority and Women's Business Development pertaining hereto.

K.Omnibus Procurement Act of 1992: It is the policy of New York State to maximize opportunities for the participation of New York State

business enterprises, including minority and women-owned business enterprises, as bidders, subcontractors and suppliers on its

procurement contracts.

1.If the total dollar amount of the Contract is greater than $1 million, the Omnibus Procurement Act of 1992 requires that by signing the

Contract, the Contractor certifies the following:

a.The Contractor has made reasonable efforts to encourage the participation of State business enterprises as suppliers and

subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the

documentation of these efforts to be provided upon request to the State;

b.The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended;

c.The Contractor agrees to make reasonable efforts to provide notification to State residents of employment opportunities on this project

through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such

notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to

document these efforts and to provide said documentation to the State upon request; and

d.The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of the Contract

and agrees to cooperate with the State in these efforts.

ORD98

L. Workers' Compensation Benefits:

1.In accordance with Section 142 of the State Finance Law, the Contract shall be void and of no force and effect unless the Contractor

shall provide and maintain coverage during the life of the Contract for the benefit of such employees as are required to be covered by the

provisions of the Workers' Compensation Law.

2.If a Contractor believes they are exempt from the Workers Compensation insurance requirement they must apply for an exemption.

M. Unemployment Insurance Compliance: The Contractor shall remain current in both its quarterly reporting and payment of

contributions or payments in lieu of contributions, as applicable, to the State Unemployment Insurance system as a condition of

maintaining this grant.

The Contractor hereby authorizes the State Department of Labor to disclose to DHSES staff only such information as is necessary to

determine the Contractor's compliance with the State Unemployment Insurance Law. This includes, but is not limited to, the following:

1.any records of unemployment insurance (UI) contributions, interest, and/or penalty payment arrears or reporting delinquency;

2.any debts owed for UI contributions, interest, and/or penalties;

3.the history and results of any audit or investigation; and

4.copies of wage reporting information.

Such disclosures are protected under Section 537 of the State Labor Law, which makes it a misdemeanor for the recipient of such

information to use or disclose the information for any purpose other than the performing due diligence as a part of the approval process

for the Contract.

N. Vendor Responsibility:

1.If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its

knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor

may obtain a paper form from the OSC prior to execution of the Contract. The Contractor further covenants and represents that as of the

date of execution of the Contract, there are no material events, omissions, changes or corrections to such document requiring an

amendment to the Questionnaire.

2.The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as

new information material to such Questionnaire becomes available.

3.The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with

enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or

directors in connection with matters involving, relating to or arising out of the Contractor's business. Such report shall be made within

five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by

ORD98

the State in making a Determination of Vendor Non-Responsibility pursuant to this section.

4.The State reserves the right, in its sole discretion, at any time during the term of the Contract:

a.to require updates or clarifications to the Questionnaire upon written request;

b.to inquire about information included in or required information omitted from the Questionnaire;

c.to require the Contractor to provide such information to the State within a reasonable timeframe; and

d.to require as a condition precedent to entering into the Contract that the Contractor agree to such additional conditions as shall be

necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and

e.to require the Contractor to present evidence of its continuing legal authority to do business in New York State, integrity, experience,

ability, prior performance, and organizational and financial capacity. By signing the Contract, the Contractor agrees to comply with any

such additional conditions that have been made a part of the Contract.

5.The State, in its sole discretion, reserves the right to suspend any or all activities under the Contract, at any time, when it discovers

information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall be given

written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of

the suspension order. Contract activity may resume at such time as the State issues a written notice authorizing a resumption of

performance under the Contract.

6.The State, in its sole discretion, reserves the right to make a final Determination of Non-Responsibility at any time during the term of

the Contract based on:

a.any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or

b.the State's discovery of any material information which pertains to the Contractor's responsibility.

7.Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a

preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide

the Contractor with an opportunity to be heard.

O.Charities Registration: If applicable, the Contractor agrees to (i) obtain not-for-profit status, a Federal identification number, and a

charitable registration number (or a declaration of exemption) and to furnish DHSES with this information as soon as it is available, (ii) be

in compliance with the OAG charities registration requirements at the time of the awarding of this Contract by the State and (iii) remain in

compliance with the OAG charities registration requirements throughout the term of the Contract.

P.Consultant Disclosure Law:8 If this is a contract for consulting services, defined for purposes of this requirement to

include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental

health services, accounting, auditing, paralegal, legal, or similar services, then in accordance with Section 163 (4-g) of the State Finance

ORD98

Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to

submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the

State Comptroller.

Q.Wage and Hours Provisions: If this is a public work contract covered by Article 8 of the Labor Law or a building service contract

covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to

work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in

prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must

pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as

determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work

contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent

with Subdivision 3-a of Section 220 of the Labor Law shall be condition precedent to payment by the State of any State approved sums

due and owing for work done upon the project.

R.Participation By Minority Group Members And Women With Respect To Grant Contracts: Requirements And Procedures (state-funded

grants only)

1.General Provisions

a.The Division of Homeland Security and Emergency Services (DHSES) is required to implement the provisions of New York State

Executive Law Article 15-A and 5 NYCRR Parts 142-144 ('MWBE Regulations') for all State contracts as defined therein, with a value (1) in

excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real

property renovations and construction.

b.The Contractor to the subject contract (the 'Contractor' and the 'Contract', respectively) agrees, in addition to any other

nondiscrimination provision of the Contract and at no additional cost to the DHSES, to fully comply and cooperate with the DHSES in the

implementation of New York State Executive Law Article 15-A. These requirements include equal employment opportunities for minority

group members and women ('EEO') and contracting opportunities for certified minority and women-owned business enterprises

('MWBEs'). Contractor's demonstration of 'good faith efforts' pursuant to 5 NYCRR §142.8 shall be a part of these requirements. These

provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive

Law Article 15 (the 'Human Rights Law') or other applicable federal, state or local laws.

c.Failure to comply with all of the requirements herein may result in a finding of non-responsiveness, non-responsibility and/or a breach

of contract, leading to the withholding of funds or such other actions, liquidated damages pursuant to Section VII of this Appendix or

enforcement proceedings as allowed by the Contract.

2.Contract Goals

a.For purposes of this contract, DHSES has established overall goals for Minority and Women-Owned Business Enterprises ('MWBE')

participation which are specified in the contract work plan.

b.For purposes of providing meaningful participation by MWBEs on the Contract and achieving the Contract Goals established in the

ORD98

contract work plan hereof, Contractor should reference the directory of New York State Certified MBWEs found at the following internet

address: https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp. Additionally, Contractor is encouraged to contact the

Division of Minority and Woman Business Development (518) 292-5250; (212) 803-2414; or (716) 846-8200) to discuss additional methods

of maximizing participation by MWBEs on the Contract.

c.Where MWBE goals have been established herein, pursuant to 5 NYCRR §142.8, Contractor must document 'good faith efforts' to

provide meaningful participation by MWBEs as subcontractors or suppliers in the performance of the Contract. In accordance with

Section 316-a of Article 15-A and 5 NYCRR §142.13, the Contractor acknowledges that if Contractor is found to have willfully and

intentionally failed to comply with the MWBE participation goals set forth in the Contract, such a finding constitutes a breach of contract

and the Contractor shall be liable to the DHSES for liquidated or other appropriate damages, as set forth herein.

3. Equal Employment Opportunity (EEO)

a.Contractor agrees to be bound by the provisions of Article 15-A and the MWBE Regulations promulgated by the Division of Minority

and Women's Business Development of the Department of Economic Development (the 'Division'). If any of these terms or provisions

conflict with applicable law or regulations, such laws and regulations shall supersede these requirements.

b.Contractor shall comply with the following provisions of Article 15-A:

i.Contractor and Subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women

are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or

marital status. For these purposes, EEO shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading,

demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

ii.The Contractor shall maintain an EEO policy statement and submit it to the DHSES if requested.

iii.If Contractor or Subcontractor does not have an existing EEO policy statement, Section 4 below may be used to develop one.

iv.The Contractor's EEO policy statement shall include the following, or similar, language:

a)The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin,

sex, age, disability or marital status, will undertake or continue existing EEO programs to ensure that minority group members and

women are afforded equal employment opportunities without discrimination, and shall make and document its conscientious and active

efforts to employ and utilize minority group members and women in its work force.

b)The Contractor shall state in all solicitations or advertisements for employees that, in the performance of the contract, all qualified

applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex,

age, disability or marital status.

c)The Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a

collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union, or

representative will not discriminate on the basis of race, creed, color, national origin, sex age, disability or marital status and that such

union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein.

d)The Contractor will include the provisions of Subdivisions (a) through (c) of this Subsection (iv) and Paragraph 'e' of this Section 3,

which provides for relevant provisions of the Human Rights Law, in every subcontract in such a manner that the requirements of the

subdivisions will be binding upon each subcontractor as to work in connection with the Contract.

ORD98

c.Staffing Plan

To ensure compliance with this Section, the Contractor shall submit a staffing plan to document the composition of the proposed

workforce to be utilized in the performance of the Contract by the specified categories listed, including ethnic background, gender, and

Federal occupational categories. Contractors shall complete the Local Assistance MWBE Equal Employment Opportunity Staffing Plan

form and submit it as part of their bid or proposal or within a reasonable time, but no later than the time of award of the contract.

d. Workforce Employment Utilization Report

i.Once a contract has been awarded and during the term of Contract, Contractor is responsible for updating and providing notice to the

DHSES of any changes to the previously submitted Local Assistance MWBE Equal Employment Opportunity Staffing Plan. This

information is to be submitted annually or as otherwise required by the DHSES during the term of the contract, for the purpose of

reporting the actual workforce utilized in the performance of the contract by the specified categories listed including ethnic background,

gender, and Federal occupational categories. The Local Assistance MWBE Workforce Employment Utilization Report form must be used

to report this information.

ii.Separate forms shall be completed by Contractor and any Subcontractor performing work on the Contract.

iii.In limited instances, Contractor may not be able to separate out the workforce utilized in the performance of the Contract from

Contractor's and/or subcontractor's total workforce. When a separation can be made, Contractor shall submit the Local Assistance

MWBE Workforce Employment Utilization Report and indicate that the information provided relates to the actual workforce utilized on the

Contract. When the workforce to be utilized on the contract cannot be separated out from Contractor's and/or subcontractor's total

workforce, Contractor shall submit the Local Assistance MWBE Workforce Employment Utilization Report and indicate that the

information provided is Contractor's total workforce during the subject time frame, not limited to work specifically under the contract.

e.Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-

discrimination provisions. Contractor and subcontractors shall not discriminate against any employee or applicant for employment

because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic

characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with

regard to non-discrimination on the basis of prior criminal conviction and prior arrest.

4.MWBE Utilization Plan

a.The Contractor represents and warrants that Contractor has submitted a Local Assistance MWBE Subcontractor/Supplier Utilization

Proposal Form either prior to, or at the time of, the execution of the contract.

b.Contractor agrees to use such Local Assistance MWBE Subcontractor/Supplier Utilization Proposal Form for the performance of

MWBEs on the Contract pursuant to the prescribed MWBE goals set forth in the contract workplan.

c.Contractor further agrees that a failure to submit and/or use such Local Assistance MWBE Subcontractor/Supplier Utilization Proposal

Form shall constitute a material breach of the terms of the Contract. Upon the occurrence of such a material breach, DHSES shall be

entitled to any remedy provided herein, including but not limited to, a finding of Contractor non-responsiveness.

5.Waivers

If the DHSES, upon review of the Local Assistance MWBE Subcontractor/Supplier Utilization Proposal Plan, the Detailed Itemization

ORD98

Forms or the Local Assistance MWBE Workforce Employment Utilization Report determines that a Contractor is failing or refusing to

comply with the Contract goals and no waiver has been issued in regards to such non-compliance, the DHSES may issue a notice of

deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven (7) business days of receipt. Such

response may include a request for partial or total waiver of MWBE Contract Goals.

6. MWBE Subcontractor Utilization Quarterly Report

Contractor is required to report MWBE Subcontractor utilization, as part of the quarterly claim process, to the DHSES by the last day of

the month following the end of each calendar quarter over the term of the Contract documenting the progress made towards

achievement of the MWBE goals of the Contract.

7.Liquidated Damages - MWBE Participation

a.Where DHSES determines that Contractor is not in compliance with the requirements of the Contract and Contractor refuses to comply

with such requirements, or if Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals,

such finding constitutes a breach of Contract and DHSES may withhold payment from the Contractor as liquidated damages and/or

provide for other appropriate remedies.

b.Such liquidated damages shall be calculated as an amount equaling the difference between:

1)All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and

2)All sums actually paid to MWBEs for work performed or materials supplied under the Contract.

c.In the event a determination has been made which requires the payment of liquidated damages and such identified sums have not been

withheld by the DHSES, Contractor shall pay such liquidated damages to the DHSES within sixty (60) days after they are assessed by the

DHSES unless prior to the expiration of such sixtieth day, the Contractor has filed a complaint with the Director of the Division of

Minority and Woman Business Development pursuant to Subdivision 8 of Section 313 of the Executive Law in which event the liquidated

damages shall be payable if Director renders a decision in favor of the DHSES.

8.M/WBE AND EEO Policy Statement

a.The Contractor agrees to adopt the following policies or similar policies with respect to the project being developed or services

rendered in this contract with the Division of Homeland Security and Emergency Services:

M/WBE

This organization will and will cause its contractors and subcontractors to take good faith actions to achieve the M/WBE contract

participations goals set by the State for that area in which the State-funded project is located, by taking the following steps:

(1) Actively and affirmatively solicit bids for contracts and subcontracts from qualified State certified MBEs or WBEs, including

solicitations to M/WBE contractor associations.

(2) Request a list of State-certified M/WBEs from AGENCY and solicit bids from them directly.

ORD98

(3) Ensure that plans, specifications, request for proposals and other documents used to secure bids will be made available in sufficient

time for review by prospective M/WBEs.

(4) Where feasible, divide the work into smaller portions to enhanced participations by M/WBEs and encourage the formation of joint

venture and other partnerships among M/WBE contractors to enhance their participation.

(5) Document and maintain records of bid solicitation, including those to M/WBEs and the results thereof. Contractor will also maintain

records of actions that its subcontractors have taken toward meeting M/WBE contract participation goals.

(6) Ensure that progress payments to M/WBEs are made on a timely basis so that undue financial hardship is avoided, and that bonding

and other credit requirements are waived or appropriate alternatives developed to encourage M/WBE participation.

EEO

(a) This organization will not discriminate against any employee or applicant for employment because of race, creed, color, national

origin, sex, age, disability or marital status, will undertake or continue existing programs of affirmative action to ensure that minority

group members are afforded equal employment opportunities without discrimination, and shall make and document its conscientious

and active efforts to employ and utilize minority group members and women in its work force on state contracts.

(b)This organization shall state in all solicitation or advertisements for employees that in the performance of the State contract all

qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national

origin, sex disability or marital status.

(c) At the request of the contracting agency, this organization shall request each employment agency, labor union, or authorized

representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such

union or representative will affirmatively cooperate in the implementation of this organization's obligations herein.

(d) Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-

discrimination provisions. Contractor and subcontractors shall not discriminate against any employee or applicant for employment

because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic

characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with

regard to non-discrimination on the basis of prior criminal conviction and prior arrest.

(e) This organization will include the provisions of sections (a) through (d) of this agreement in every subcontract in such a manner that

the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with the State contract.

Contractor agrees to comply with all MWBE and EEO contract goals reflected on the MWBE Utilization Plan and Staffing Plan

respectively, that have been submitted with the application for this contract.

S. Additional Terms

ORD98

1.The Contractor agrees that if the project is not operational within 60 days of the execution date of the Contract, it will report by letter to

DHSES the steps taken to initiate the project, the reasons for delay, and the expected starting date. If the project is not operational within

90 days of the execution date of the Contract, the Contractor will submit a second statement to DHSES explaining the delay. DHSES may

either cancel the project and redistribute the funds or extend the implementation date of the project beyond the 90-day period when

warranted by extenuating circumstances.

2.The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requested by the Commissioner

of DHSES, or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity,

experience, ability prior performance, and financial capacity.

a.The DHSES Commissioner, or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under

this Contract, at any time, when DHSES discovers information that calls into question the responsibility of the Contractor. In the event of

such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of the notice,

the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the Commissioner of

DHSES, or his or her designee, issues a written notice authorizing a resumption of performance under the Contract.

b.Upon written notice to the Contractor, and a reasonable opportunity to be heard with the appropriate DHSES officials or staff, the

Contract may be terminated by the DHSES Commissioner, or his or her designee at the Contractor's expense where the Contractor is

determined by the DHSES Commissioner, or his or her designee, to be non-responsible. In such event, the Commissioner, or his or her

designee, may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or

equitable remedies for breach.

3.DHSES shall make payments and any reconciliation in accordance with the Payment and Reporting Schedule (Appendix C). DHSES

shall pay the Contractor for completed, approved projects, a sum not to exceed the amount noted on the Face Page hereof. The

Contractor must not request payments or reimbursements that duplicate funding or reimbursement from any other source for Contractor

costs and services pursuant to this Contract.

4.The Contractor shall submit detailed itemization forms or a form deemed acceptable to DHSES for personal service, fringe benefit and

non-personal service expenditures with any voucher and fiscal cost report requesting reimbursement. Grant-related expenditures shall

be reported on Fiscal Cost Reports approved by DHSES. For Federally-funded awards, the detailed Itemization forms shall include the

required certifications pursuant to 2 CFR §200.415. These reports must be prepared periodically and as defined in Appendix C of this

Contract. All reported expenditures must reconcile to the program accounting records and the approved budget. Prior period

adjustments shall be reported in the same accounting period that the correction is made.

5.The Contractor's request for travel, meals or lodging reimbursement shall be in accordance with Appendix B, Budget, and, unless

written authorization has been received from DHSES, shall not exceed rates authorized by the NYS Office Of State Comptroller (Audit and

Control). Rates may be viewed online at: http://www.osc.state.ny.us/state-agencies/travel.

6.The Contractor's employment of a consultant must be supported by a written Contract executed by the Contractor and the consultant.

A consultant is defined as an individual or organization hired by the Contractor for the stated purpose of accomplishing a specific task

relative to the funded project. All consultant services must be obtained in a manner that provides for fair and open competition. The

Contractor shall retain copies of all solicitations seeking a consultant, written Contracts and documentation justifying the cost and

ORD98

selection of the consultant, and make them available to DHSES upon request. The Contractor further agrees that it shall assume sole

and complete responsibility for fulfilling all the obligations set forth in the Contract and the Contractor must guarantee the work of the

consultant as if it were its own. Failure to follow these guidelines may result in a disallowance of costs.

7.Additionally, Contractor must adhere to the following guidelines at a minimum when making all procurements, including consultant

services. Failure to follow these guidelines may result in a disallowance of costs.

a.A Contractor who proposes to purchase goods or services from a particular vendor without competitive bidding must obtain the prior

written approval of DHSES. The request for approval must be in writing and set forth, at a minimum, a detailed justification for selection

and the basis upon which the price was determined to be reasonable. Further, such procurement must be in accordance with the

guidelines, bulletins and regulations of the Office of the State Comptroller, State Procurement Council, and the U.S. Department of

Homeland Security. For Federally-funded awards, contractor must comply with 2 CFR §200.320(c). A copy of DHSES' approval must also

be submitted with the voucher for payment.

b.The rate for consultant services, and cost of equipment or goods, shall be reasonable and consistent with the amount paid for similar

services or goods and equipment in the marketplace. Time and effort reports are required for consultants.

c.Written justification and documentation for all procurements must be maintained on file, and made available to DHSES upon request.

All procurements must be made in a fair and open manner and in accordance with the pre-determined methodology established for

evaluating bids (e.g., lowest responsible bidder or best value).

d.A Contractor that is a State entity must make all procurements in accordance with State Finance Law Article 11 and any other

applicable regulations.

e.A Contractor that is a local government must make all procurements in accordance with General Municipal Law Article 5-A, and any

other applicable regulations.

f.A Contractor that is a not-for-profit and all other entities that do not meet the descriptions in Section III(S)(7)(d) or (e) herein must make

all procurements as noted below:

i.If the Contractor is eligible to purchase an item or service from a government contract or is able to purchase such item or service

elsewhere at a lower than or equal price, then such purchase may be made immediately.

ii.A Contractor may purchase any single piece of equipment, single service or multiples of each that cost up to $999 at its discretion.

iii.Before purchasing any piece of equipment, service or multiples of each that have an aggregate cost between $1,000 and $4,999, a

Contractor must secure at least three telephone quotes and create a record for audit of such quotes.

iv.Before purchasing any piece of equipment, service or multiples of each that have an aggregate cost of between $5,000 and $9,999, the

Contractor must secure at least three written quotes on a vendor's stationery and maintain a record of the competitive procurement

process for audit purposes.

ORD98

v.A Contractor spending in aggregate of $10,000 and above must use a competitive bidding process. Guidance may be obtained from

DHSES. At a minimum, the competitive bidding process must incorporate the following: open, fair advertisement of the opportunity to

provide services; equal provision of information to all interested parties; reasonable deadlines; sealed bids opened at one time before a

committee who will certify the process; establishment of the methodology for evaluating bids before the bids are opened; and

maintenance of a record of competitive procurement process.

g.Acceptance of State support for interoperable and emergency communications projects, including funding through the Interoperable

Emergency Communication Grant Program, requires that Contractors must use open-standard/vendor-neutral technologies to allow for

other public safety/public service agencies (including State agencies and authorities) and jurisdictions in your region to operate on your

radio system(s) when required, regardless of the total percentage of system funding from the State. This access for other agencies must

be permitted to support operational and interoperable goals, and without restriction as to specific manufacturers' subscriber equipment.

All reasonably compatible subscriber equipment must be permitted to be operated on your system by outside agencies, thus allowing

coordinated efforts between local and state public safety/public service agencies and maximizing resources and capabilities.

h.DHSES reserves the right to suspend program funds if the Contractor is found to be in noncompliance with the provisions of this

Contract or other grant Contracts between the Contractor and DHSES or, if the Contractor or principals of the Contractor are under

investigation by a New York State or local law enforcement agency for noncompliance with State or federal laws or regulatory provisions

or, if in DHSES' judgment, the services provided by the Contractor under the Contract are unsatisfactory or untimely.

i.DHSES shall provide the Contractor with written notice of noncompliance.

ii.Upon the Contractor's failure to correct or comply with the written notice by DHSES, DHSES reserves the right to terminate this

Contract, recoup funds and recover any assets purchased with the proceeds of this Contract.

i.DHSES reserves the right to use approved grant related expenditures to offset disallowed expenditures from any grant funded through

its offices upon appropriate notification to the Contractor, or upon reasonable assurance that the Contractor is not in compliance with

these terms.

j.As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a new provision has been added to the

State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the Act, the Commissioner of the Office of General Services (OGS) will

be developing a list (prohibited entities list) of 'persons' who are engaged in 'investment activities in Iran' (both are defined terms in the

law). Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act's effective date, at which

time it will be posted on the OGS website.

i.By entering into this Contract, Contractor (or any assignee) certifies in accordance with State Finance Law §165-a that it is not on the

'Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012' ('Prohibited

Entities List') posted at: http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf.

ii.Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List.

Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is

renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the

Prohibited Entities List before the contract assignment will be approved by the State.

ORD98

iii.During the term of the Contract, should DHSES receive information that a person (as defined in State Finance Law §165-a) is in

violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to

respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act

within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided

for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the

Contractor in default.

iv.DHSES reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited

Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any

entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

V.FEDERALLY FUNDED GRANT REQUIREMENTS

A.Hatch Act. The Contractor agrees, as a material condition of the Contract, to comply with all applicable provisions of the Hatch Act (5

U.S.C. 1501 et seq.), as amended.

B.Requirement for System of Award Management: Unless you are exempted from this requirement under 2 CFR 25.110, you as the

subrecipient must maintain the currency of your information in the System of Award Management (SAM) until you submit the final

financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the

information at least annually after the initial registration, and more frequently if required by changes in your information or another award

term. Pursuant to section 2 CFR §25.300, Contractors must maintain a current unique entity identifier prior to and during the life of the

Contract. Nonprofit organizations that are first-tier subrecipients for Nonprofit Security Grant Program (NSGP) funding must have a

DUNS number, but are not required to be registered in SAM.

C.In accordance with 2 CFR §§200.112 and 200.113, Contractor understands and agrees that it must: (1) disclose in writing any potential

conflict of interest to DHSES; and (2) disclose, in a timely manner, in writing to DHSES all violations of federal and state criminal law

involving fraud, bribery, or gratuity violations potentially affecting the grant award. Failure to make required disclosures can result in any

remedy available to DHSES for Contractor's noncompliance, including suspension or debarment.

D.The Contractor must ensure that, for all contracts entered into by the Contractor, the contract provisions required by 2 CFR §200.327

(and Appendix II to 2 CFR Part 200) are included in such contracts. The Contractor further agrees to impose and enforce this requirement

for any Contractor subaward agreements.

E.Where advance payments are approved by DHSES, the Contractor agrees to expend the advance payments in accordance with the

purposes set forth in Appendix D and consistent with Appendix B. The advanced funds must be placed in an interest-bearing account

and are subject to the rules outlined in 2 CFR Part 200, (Uniform Administrative Requirements for Grants and Cooperative Contracts to

State and Local Governments) which require Contractors to promptly remit back to the federal government, through New York State

Division of Homeland Security and Emergency Services, any interest earned on these advanced funds. The Contractor may keep interest

earned up to $500 per federal fiscal year for administrative expenses. This maximum limit is not per award; it is inclusive of all interest

earned as the result of all federal grant program funds received per year. Interest must be reported on Fiscal Cost Reports and remitted

to DHSES quarterly.

ORD98

F.Audit Requirements. This Contract, and any sub-awards resulting from this Contract, may be subject to fiscal and program audits by

DHSES, NYS Office of State Comptroller, pertinent federal agencies, and other designated entities to ascertain financial compliance with

federal and/or State laws, regulations, and guidelines applicable to this Contract. The Contractor shall meet all audit requirements of the

federal government and State of New York. Such audits may include review of the Contractor's accounting, financial, and reporting

practices to determine compliance with the Contract and reporting requirements; maintenance of accurate and reliable original

accounting records in accordance with governmental accounting standards as well as generally accepted accounting principles; and

specific compliance with allowable cost and expenditure documentation standards prescribed by applicable federal, State, and DHSES

guidelines.

G.Equipment Markings. The Contractor further agrees that, when practicable, any equipment purchased with grant funding shall be

prominently marked as follows: 'Purchased with funds provided by the U.S. Department of Homeland Security.'

H.Administrative, Cost and Audit Requirements: The Contractor must comply with the most recent version of the Administrative

Requirements, Cost Principles, and Audit requirements. Failure to do so may result in disallowance of costs upon audit. A list of

regulations and guidance applicable to United States Department of Homeland Security (DHS) grants are listed below:

1.General Administrative Requirements:

a.2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards

2.Cost Principles:

a.2 CFR Part 200, Subpart E

3.Audit Requirements:

a.2 CFR Part 200, Subpart F

I.Contracting with small and minority firms, women's business enterprise and labor surplus area firms.

1.Consistent with 2 CFR §200.321, the grantee and any subgrantees will take all necessary affirmative steps to assure that minority firms,

women's business enterprises, and labor surplus area firms are used when possible.

2.Affirmative steps must include:

a.Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

b.Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

c.Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and

minority business, and women's business enterprises;

d.Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and

women's business enterprises;

ORD98

e.Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority

Business Development Agency of the Department of Commerce; and

f.Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in subsections (2)(a) through (e) of this

section.

J.Compliance with Laws, Regulations and Program Guidance. The Contractor shall ensure it is aware of and complies with all applicable

laws, regulations and program guidance. It is the responsibility of the Contractor to become familiar with and comply with all terms and

conditions associated with acceptance of funds.

K.Adequate Documentation: The Contractor must ensure full compliance with all cost documentation requirements, including specific

personal service documentation, as applicable directly to the Contractor, sub-recipient or collaborative agency/organization. The

Contractor must maintain specific documentation as support for project related personal service expenditures as this Contract is

supported by federal funds. Depending upon the nature or extent of personal service provided under this Contract, the Contractor shall

maintain semi-annual (or more frequent) personal service certifications and/or an after-the-fact personnel activity reporting system (or

equivalent) which complies with all applicable laws, regulations and program guidance. Failure to do so may result in disallowance of

costs.

L.Single Audit Requirements: For audits of fiscal years beginning on or after December 26, 2014, recipients that expend $750,000 or more

from all federal funding sources during their fiscal year are required to submit an organization-wide financial and compliance audit

report. The audit must be performed in accordance with the requirements of GAO's Government Auditing Standards, located at

http://www.gao.gov/govaud/ybk01.htm, and the requirements of Subpart F of 2 C.F.R. Part 200, located at http://www.ecfr.gov/cgi-bin/text-

idx?SID=63811dc3410c008e2f8e28c325cdc09e&mc=true&node=sp2.1.200.f&rgn=div6 .

The final report for such audit must be completed within nine months of the end of the Contractor's fiscal year. The Contractor must

provide one copy of such audit report to DHSES within nine (9) months of the end of its fiscal year, or communicate in writing to DHSES

that Contractor is exempt from such requirement.

M.Program Income: Program income earned by the Contractor during the grant funding Period must be reported in writing to DHSES, in

addition to any other statutory reporting requirements. Program income consists of income earned by the grant recipient that is directly

generated by a supported activity or earned as a result of the grant program. Program income includes, but is not limited to, income

from fees for services performed, the use of rental or real or personal property acquired under federally-funded projects, the sale of

commodities or items fabricated under an award, license fees and royalties on patents and copyrights and interest on loans made with

federal award funds. For example, if the purpose of a grant is to conduct conferences, any training fees that are generated would be

considered program income. Interest earned on grant funds is not considered program income unless specified in Appendix D. The

Contractor agrees to report the receipt and expenditures of grant program income to DHSES. Program income (not to include interest

earned), generated by the use of these grant funds will be used to enhance the grant project.

N.Intellectual Property: Any creative or literary work developed or commissioned by the Contractor with grant support provided by

DHSES shall become the property of DHSES, entitling DHSES to assert a copyright therein, unless the parties have expressly agreed

otherwise in a written instrument signed by them.

1.If DHSES shares its right to copyright such work with the Contractor, DHSES reserves a royalty-free, nonexclusive, and irrevocable

ORD98

license to reproduce, publish or otherwise use, and to authorize others to use: (a) the copyright in any work developed under a grant,

sub-grant, or contract under a grant or sub-grant; and (b) any rights of copyright to which a Contractor, sub-Contractor, or a contractor

purchases ownership with grant support.

2.If the grant support provided by DHSES is federally-sponsored, the federal awarding agency also reserves a royalty-free, nonexclusive,

and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use: (a) the copyright in any work developed

under a grant, sub-grant or contract under a grant or sub-grant; and (b) any rights of copyright to which a Contractor, sub-Contractor, or

a contractor purchases ownership with such grant support.

3.The Contractor shall submit one copy of all reports and publications resulting from this Contract to DHSES within thirty (30) calendar

days of completion. Any document generated pursuant to this grant must contain the following language:

'This project was supported by a grant administered by the New York State Division of Homeland Security and Emergency Services and

the U.S. Department of Homeland Security. Points of view in this document are those of the author and do not necessarily represent the

official position or policies of the New York State Division of Homeland Security and Emergency Services or the U.S. Department of

Homeland Security.'

O.Accounting for Grant Expenditures:

1.Grant funds may be expended only for purposes and activities set forth in this Contract. Accordingly, the most important single

requirement of accounting for this grant is the complete and accurate documentation of grant expenditures. If the Contractor receives

funding from two or more sources, all necessary steps must be taken to ensure that grant-related transactions are not commingled. This

includes, but is not limited to, the establishment of unique budget codes, a separate cost center, or a separate chart of accounts.

Expenditures must be cross-referenced to supporting source documents (purchase orders, contracts, real estate leases, invoices,

vouchers, timesheets, mileage logs, etc.).

2.Contractor agrees that it shall maintain adequate internal controls and adhere to Generally Accepted Accounting Principles for

Government or Generally Accepted Accounting Principles for Not-for-Profit Organizations.

3.None of the goals, objectives or tasks, as set forth in Appendix D, shall be sub-awarded to another organization without specific prior

written approval by DHSES. Where the intention to make sub-awards is clearly indicated in the application, DHSES approval is deemed

given, if these activities are funded, as proposed.

4.If this Contract makes provisions for the Contractor to sub-grant funds to other recipients, the Contractor agrees that all sub-

Contractors shall be held accountable by the Contractor for all terms and conditions set forth in this Contract in its entirety. The

Contractor further agrees that it shall assume sole and complete responsibility for fulfilling all the obligations set forth in the Contract

and the Contractor must guarantee the work of any sub-Contractor as if it were its own.

5.The Contractor agrees that all sub-Contractor arrangements shall be formalized in writing between the parties involved. The writing

must, at a minimum, include the following information:

Activities to be performed;

ORD98

Time schedule;

Project policies;

Other policies and procedures to be followed;

Dollar limitation of the Contract;

Appendix A-1, Appendix C, Certified Assurances for Federally Supported Projects, Certification Regarding Lobbying, Debarment and

Suspension and any special conditions set forth in the Contract;

Applicable federal and/or State cost principles to be used in determining allowable costs; and

Property Records or Equipment Inventory Reports.

P.The Contractor will not be reimbursed for sub-granted funds unless all expenditures by a sub-Contractor are listed on detailed

itemization forms or a form deemed acceptable to DHSES. Backup documentation for such expenditures must be made available to

DHSES upon request. All expenditures must be programmatically consistent with the goals and objectives of this Contract and with the

Budget set forth in Appendix B.

Q.Space rental provided by this Contract must be supported by a written lease, maintained on file and made available by the Contractor

upon request.

R.Equipment and Property:

1.Any equipment, furniture or supplies or other property purchased pursuant to this Contract is deemed to be the property of the State,

except as may otherwise be governed by federal or State laws, rules or regulations or stated in this Contract.

2.Equipment means tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of

$5,000 or more per unit. A Contractor may use its own definition of equipment provided that such definition would at least include all

equipment defined above. A copy of the property record(s) or equipment inventory report(s) with relevant purchasing and supporting

documentation must be made available to DHSES upon request. Property records or equipment inventory reports must be maintained, by

award, that include a description of the property, a serial number or other identification number, the source of property, who holds title,

the acquisition date, and cost of the property, percentage of federal participation in the cost of the property, the location, use and

condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. The Contractor

must document receipt of all applicable equipment purchased with grant funds. A physical inventory of the property must be taken and

the results reconciled with the property records at least once every two (2) years.

3.Upon completion of all contractual requirements by the Contractor, DHSES will consider a request for continued use and possession of

the equipment purchased with grant funds provided the equipment continues to be used in connection with a public security program.

When disposing of equipment purchased with homeland security grant funding, a State agency must dispose of equipment in

accordance with State Laws and procedures. All other Contractors shall dispose of equipment as follows:

a.Items of equipment with a current per unit market value of less than $5,000 may be retained, sold or otherwise disposed of with no

further obligation to the awarding agency.

b.Items of equipment with a current per unit fair market value of $5,000 or more may be retained or sold. If sold, the awarding agency

shall have a right to an amount calculated by multiplying the proceeds from the sale by the awarding agency's share of the equipment. If

ORD98

retained, the current market value is to be used in the calculation. To remit payments, award recipients should contact DHSES at 1-866-

837-9133 for guidance.

4.Upon completion of all contractual requirements by the Contractor under this Contract, DHSES shall accept a request for continued

use and possession of the equipment purchased with grant funds providing the equipment continues to be used in accordance with the

contracted activities and guidelines in this Contract.

5.The Contractor must conduct a physical inventory of property records at least once every two years to verify the existence, current

utilization and continued need for the property. In the event the property is no longer required by the Contractor, this fact should be

reported to DHSES as soon as possible and appropriate guidelines followed, as specified in this Appendix.

6.If Contractor disposes of any equipment purchased under this Contract during the active lifespan of said equipment, Contractor must

reinvest any proceeds from the disposal into additional equipment items to continue Contractor's organization's activities subject to the

guidelines of this Contract. If the Contractor does not reinvest proceeds to continue activities subject to this Contract, the percentage of

the proceeds equal to the proportion of the original purchase price paid by funds for the Contract must be repaid to the State of New

York.

ENDNOTES:

1 To the extent that Section V-Federally Funding Grant Requirements conflict with any other provisions of the Contract, the

Federal requirements of Section V shall supersede all other provisions of the Contract.

2 As of 2019, the list of discriminatory jurisdictions subject to this provision includes the states of Alaska, Hawaii, Indiana,

Louisiana, Mississippi, North Carolina, South Carolina, West Virginia and Wyoming. Contact NYS Department of Economic Development

for the most current list of jurisdictions subject to this provision.

3 A milestone/performance payment schedule identifies mutually agreed-to payment amounts based on meeting contract

events or milestones. Events or milestones must represent integral and meaningful aspects of contract performance and should signify

true progress in completing the Contract effort.

4 Fee for Service is a rate established by the Contractor for a service or services rendered.

5 Rate based agreements are those agreements in which payment is premised upon a specific established rate per unit.

6 Scheduled Reimbursement agreements provide for payments that occur at defined and regular intervals that provide for a

specified dollar amount to be paid to the Contractor at the beginning of each payment period (i.e. quarterly, monthly or bi-annually).

While these payments are related to the particular services and outcomes defined in the Contract, they are not dependent upon particular

services or expenses in any one payment period and provide the Contractor with a defined and regular payment over the life of the

contract.

7 Fifth Quarter Payments occur where there are scheduled payments and where there is an expectation that services will be

ORD98

continued through renewals or subsequent contracts. Fifth Quarter Payments allow for the continuation of scheduled payments to a

Contractor for the first payment period quarter of an anticipated renewal or new contract.

8 Not applicable to not-for-profit entities

VER 04/2021

Certified by - Patrick Madden on 09/27/2021

ORD98

APPENDIX C

PAYMENT AND REPORTING SCHEDULE

For All Contractors:

I.PAYMENT PROVISIONS

1.In full consideration of contract services to be performed, DHSES agrees to pay and the Contractor agrees to accept a sum not to

exceed the amount noted on the Face Page hereof. All payments shall be in accordance with the budget contained in the applicable

Attachment B form (Budget), which is attached hereto.

A.Payment and Recoupment Language

1.Contractor shall provide complete and accurate vouchers to DHSES in order to receive payment. Vouchers submitted to DHSES must

contain all information and supporting documentation required by the Agreement, DHSES and the State Comptroller. Payment for

vouchers submitted by the Contractor shall only be rendered electronically, unless a paper check is expressly authorized by the Director

of DHSES, at the Director's sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance

with the ordinary State procedures and practices. The Contractor shall comply with the State Comptroller's procedures to authorize

electronic payments. Authorization for electronic payment must be made through the Statewide Financial System's (SFS) Vendor Portal:

https://esupplier.sfs.ny.gov/psp/fscm/SUPPLIER/?cmd=login. For assistance to access the SFS Vendor Portal, please contact the SFS

Help Desk at 518-457-7717 or 855-233-8363 or email [email protected]. Contractor acknowledges that it will not receive payment on

any vouchers submitted under this Agreement if it does not comply with the State Comptroller's electronic payment procedures, except

where the Director has expressly authorized payment by paper check as set forth above.

2.The Contractor agrees that this is a reimbursement-based contract; an advance may be provided as specified in Appendix D. All

requests for reimbursement must reflect actual costs that have been disbursed by the Contractor. Items or services not received are not

eligible for reimbursement.

Reimbursement requests need to include the following documents:

Signed Voucher and Fiscal Cost Report

Detailed Itemization Forms or other forms deemed acceptable by DHSES of any budgeted category for which reimbursement is requested

Written documentation of all required DHSES approvals, as appropriate

3.Vouchers shall be submitted in a format acceptable to DHSES and the Office of the State Comptroller. Vouchers submitted for payment

shall be deemed to be a certification that the payments requested are for project expenditures made in accordance with the items as

contained in the Project Budget (Appendix B) and during the contract period. Such voucher shall also be deemed to certify that: a) the

payments requested do not duplicate reimbursement from other sources of funding; and b) the funds provided herein do not replace

funds that, in the absence of this grant, would have been made available by the Contractor for this program.


LE21-1016-D00 Troy, City of 09/28/2021

ORD98

B.Interim and/or Final Claims for Reimbursement

1.Contractors must submit all required fiscal reports, supporting documentation and program progress reports. Failure to meet these

requirements will result in the rejection of associated vouchers. Final vouchers, reimbursement requests and reports must be submitted

within 30 days of the end of the grant contract period. Failure to voucher within this period may result in the loss of grant funds. The

Contractor must also refund all unexpended advances and interest earned over $500 on the advanced funds pursuant to 2 CFR Part 200,

§200.305(b)(9). Property Records or Equipment Inventory Reports as defined in Appendix A-1, Section V, Paragraph R, must be available

at the conclusion of the contract period and submitted to DHSES upon request.

2.If at the end of this contract there remain any monies (advanced or interest earned over $500 on the advanced funds) associated with

this contract in the possession of the Contractor, the Contractor shall submit a check or money order for that amount payable to the

order of the New York State Division of Homeland Security and Emergency Services. Remit the check along with the final fiscal cost

report within 30 days of termination of this grant contract to:


Federal Fiscal Unit

State Campus - Building 7A

1220 Washington Avenue

Albany, NY 12242

3.For purposes of prompt payment provisions, the Designated Payment Office for the processing of all vouchers is the Contract Unit of

DHSES. Payment of grant vouchers shall be made in accordance with the provisions of Article XI-A of the State Finance Law. Payment

shall be preceded by an inspection period of 15 business days which shall be excluded from calculations of the payment due date for

purposes of determining eligibility for interest payments. The Contractor must notify the Federal Fiscal Unit in writing of a change of

address in order to benefit from the prompt payment provision of the State Finance Law. When progress reports are overdue, vouchers

will not be eligible for prompt payment.

4.Timely and properly completed New York State vouchers, with supporting documentation when required, shall be submitted to:


Attention: Contracts Unit

State Office Building Campus Bldg. 7A

1220 Washington Avenue, Suite 610

Albany, NY 12242

II.REPORTING PROVISIONS

A. Required Reports:

Narrative/Qualitative Report (Progress Report)

The Contractor will submit, on a quarterly basis, not later than 30 days from the end of the quarter, the report described in Section

ORD98

III(G)(2)(a)(i) of Appendix A-1 of the Contract.

Expenditure Report (Fiscal Cost Report)

The Contractor will submit, on a quarterly basis, not later than 30 days after the end date for which reimbursement is being claimed, the

report described in Section III, Paragraph G(2)(a)(iii) of the Appendix A-1 of the Contract.

Final Report

The Contractor will submit the final report as described in Section III, Paragraph G(2)(a)(iv) of Appendix A-1 of the Contract, no later than

30 days after the end of the contract period.

1.Fiscal cost reports must be submitted showing grant expenditures. They must also show the amount of interest earned to date on any

advanced funds.

All submitted vouchers will reflect the Contractor's actual expenditures and will be accompanied by supporting detailed itemization

forms or a form deemed acceptable to DHSES for personal service, fringe benefit and non-personal service expenditures or other

documentation as required, and by a fiscal cost report for the reporting period. In the event that any expenditure for which the

Contractor has been reimbursed by grant funds is subsequently disallowed, DHSES, in its sole discretion, may reduce the voucher

payment by the amount disallowed. If necessary, the Contractor may be required to submit a final budget reallocation.

DHSES reserves the right not to release subsequent grant awards pending Contractor compliance with this Agreement.

2.The Contractor will submit program progress reports and one final report to DHSES on a prescribed form provided by DHSES as well

as any additional information or amended data as required.

Progress reports will be due within 30 days of the last day of each calendar quarter or on an alternate schedule as prescribed in

Appendix D. Progress reports will be due within 30 days of the last day of the calendar quarter from the start date of the program and the

final report will be due upon completion of the project or termination of this Agreement. The final report, or where applicable interim

progress reports, will summarize the project's achievements as well as describe activities for that quarter.

B.Reporting Periods

Programmatic and fiscal reports must be submitted as follows:

Calendar Quarter: January 1 - March 31 -- Report Due: April 30

Calendar Quarter: April 1 - June 30 -- Report Due: July 30

Calendar Quarter: July 1 - September 30 -- Report Due: October 30

Calendar Quarter: October 1 - December 31 -- Report Due: January 30

ORD98

Rev. 07/2021

Certified by - Patrick Madden on 09/27/2021

ORD98



LE21-1016-D00 Troy, City of 09/28/2021

Special Conditions

I. ALL GRANT FUNDS:

Federal grant funds provided are a subaward of Homeland Security Grant Program (HSGP) funds awarded to the New York StateDivision of Homeland Security and Emergency Services (DHSES) from the U.S. Department of Homeland Security (DHS), FederalEmergency Management Agency (FEMA).

A. Permissible Use of Funding

1. HSGP funds must be used in accordance with the guidelines set forth in the HSGP Notice of Funding Opportunity, which can belocated at https://www.fema.gov/grants

2. All expenditures under this grant must support the Goals and Objectives outlined in the 2017 2020 NYS Homeland Security Strategyand approved investment justifications. New York State's Homeland Security Strategy can be located on the DHSES website athttp://www.dhses.ny.gov/planning/#strat.

3. Designated Urban Areas under the Urban Areas Security Initiative (UASI) must have a charter document on file with the FederalEmergency Management Agency (FEMA) prior to drawing down UASI funding. The charter must address critical issues such asmembership, governance structure, voting rights, grant management and administration responsibilities, and funding allocationmethodologies.

B. Record Requirements

1. Subrecipients shall keep an agenda and meeting minutes on file for all meetings conducted regarding HSGP funded activities.

2. Any documents produced as a result of these meetings such as plans, schedules, or procedures, will also be kept on file and bemade available to DHSES, upon request.

C. Equipment Purchases

1. Equipment purchased with grant funds must fall within the allowable equipment categories for HSGP as listed on the AuthorizedEquipment List (AEL) (https://www.fema.gov/authorized-equipment-list).

2. Subrecipients are responsible to request a determination of eligibility from the U.S. Department of Homeland Security (DHS), throughDHSES, for any equipment item in question. Unless otherwise stated in the program guidance, equipment must meet all mandatoryregulatory and/or DHS adopted standards to be eligible for purchase using HSGP funds.

3. The New York State Communication Interoperability Plan (SCIP), as well as DHS Grant Guidance for grant funding, requires that allinteroperable communications equipment must be on the Authorized Equipment List (AEL) and must comply with the SAFECOMGuidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperablecommunications.

4. Recipients and subrecipients of FEMA federal financial assistance are subject to the prohibitions described in section 889 of the JohnS. McCain National Defense Authorization Act for Fiscal Year 2019 (FY 2019 NDAA), Pub. L. No. 115-232 (2018) and 2 C.F.R. §§ 200.216,200.326 , 200.471, and Appendix II to 2 C.F.R. Part 200. Beginning August 13, 2020, the statute - as it applies to FEMA recipients,subrecipients, and their contractors and subcontractors - prohibits obligating or expending federal award funds on certaintelecommunications and video surveillance products and contracting with certain entities for national security reasons.

ORD98

D. Training & Exercise Related Activities

1. Any non DHS training course to be supported by this award must be submitted in advance to DHSES for written approval.

2. All exercises conducted must be managed and executed in accordance with the Homeland Security Exercise and Evaluation Program(HSEEP). Report scheduled exercises to the DHSES Office of Emergency Management (OEM) Training and Exercise Section using NYResponds 60 days prior to the start of the exercise. An After Action Report/Improvement Plan (AAR/IP) must be prepared and submittedto DHSES following every exercise, regardless of type or scope. AAR/IPs must conform to the HSEEP format and must be submitted toDHSES using NY Responds within 60 days of completion of the exercise.

3. Subrecipients are required to be NIMS compliant. DHSES requires that subrecipients contact their county point of contact todetermine how the particular county requires reporting. Subrecipients are expected to provide DHSES upon request any data requiredfor annual NIMS certification purposes.

E. Law Enforcement Requirements

1. Subrecipients that are law enforcement agencies agree that such funding shall be utilized for prevention, preparedness, and responseinitiatives consistent with the New York State Homeland Security Strategy, and with Counter Terrorism Zone (CTZ) efforts at the Stateand local level. This will ensure that fiscal resources are used for seamless and effective counter terrorism planning, training,information sharing, investigation, equipment acquisition, and response functions.

2. Particular attention must be paid to equipment and technology acquisitions, and, where similar technology already exists in theState's law enforcement communities, subrecipients will ensure that interoperability between and among existing law enforcementsystems, and the New York State Intelligence Center (NYSIC), is accomplished.

3. Subrecipients further agree to consult with the NYSIC to ensure agency participation and inclusion in New York State's FieldIntelligence Officer (FIO) Program.

F. EHP Requirements

1. Subrecipients shall comply with all applicable federal, State, and local environmental and historic preservation (EHP) requirementsand shall provide any information requested by FEMA to ensure compliance with applicable laws including: National EnvironmentalPolicy Act, National Historic Preservation Act, Endangered Species Act, and Executive Orders on Floodplains (11988), Wetlands (11990)and Environmental Justice (12898).

2. Failure of subrecipients to meet federal, State, and local EHP requirements and obtain applicable permits may jeopardize federalfunding. Subrecipients shall not undertake any project having the potential to impact EHP resources without the prior approval ofFEMA, including but not limited to communications towers, physical security enhancements, new construction, and modifications tobuildings. Subrecipients must comply with all conditions placed on the project as the result of the EHP review.

3. Any change to the approved project scope of work will require re-evaluation for compliance with these EHP requirements.

4. If ground disturbing activities occur during project implementation, subrecipients must ensure monitoring of ground disturbance andif any potential archeological resources are discovered, such subrecipient will immediately cease construction in that area and notifyFEMA and the appropriate State Historic Preservation Office.

5. Any activities requiring environmental and historic preservation review that have been initiated prior to FEMA approval could result innon-compliance finding. For your convenience, the screening form is available at: http://www.dhses.ny.gov/grants/eph.cfm.

G. Equipment Maintenance Requirements

1. Subrecipients must track grant funds used for maintenance contracts, warranties, repair or replacement costs and upgrades, andreport such expenditures in fiscal and program reports.

ORD98

H. New York State Emergency Management Certification and Training Program

1. Participation in and successful completion of the New York State Emergency Management Certification and Training Program (EMCTraining Program) is a mandatory requirement under this Contract and a condition of funding. The EMC Training Program will be madeavailable to, and required for, DHSES specified county and city government officials in order to ensure a consistent emergencymanagement preparedness and response strategy across the State. Attendee substitutions, except as expressly approved by DHSES,shall not be permitted or deemed to be in compliance with this requirement.

2. To fulfill the EMC Training Program requirement of the Contract and in order to be eligible for funding under this Contract,subrecipients must arrange for DHSES specified subrecipient employees to receive and acknowledge receipt of EMC Training no laterthan 180 days after execution of this Contract. Copies of the training certificates for each required participant must be submitted toDHSES upon execution of the Contract, or, in the event that training is scheduled, but not yet complete, the subrecipient will be requiredto submit a signed statement indicating the scheduled future dates of attendance, and no later than thirty (30) days after the training iscomplete, forward such training certificates to DHSES. Continued compliance with the EMC Training Program also requires an annualrefresher training of one day per 365 day cycle from the date of initial training for previously trained individuals if such person remainsemployed by the subrecipient and fulfilling the same functions as he or she fulfilled during the initial training. Should a new employeebe designated to serve in the DHSES specified positions, then he or she must come into compliance with the EMC Training Programrequirements not later than 180 days after taking office.

3. Subrecipient must commit to active participation in a DHSES Annual Capabilities Assessment as a condition of funding. Activeparticipation includes making reasonable staff, records, information, and time resources available to DHSES to perform the AnnualCapabilities Assessment and meet the objectives and goals of the program. Subrecipients must be aware that the process ofconducting a DHSES Annual Capabilities Assessment is an ongoing process and requires a continued commitment on the part of thesubrecipient to ensure that it is effective.

4. All subrecipients funded through this program agree to provide DHSES, upon request at any time during the life of the grant contract,such cooperation and information deemed necessary by DHSES to ascertain: (1) the nature and extent of any threats or hazards thatmay pose a risk to the subrecipient ; and (2) the status of any corresponding subrecipient plans, capabilities, or other resources forpreventing, protecting against, mitigating, responding to, and recovering from such threats or hazards.

5. Additionally, pursuant to Article 26 of the NYS Executive law, DHSES is authorized to undertake periodic drills and simulationsdesigned to assess and prepare responses to terrorist acts or threats and other natural and man made disasters. Funded subrecipientsagree to attend and participate in any DHSES sponsored conferences, training, workshops or meetings (excluding those identified byDHSES as voluntary) that may be conducted, by and at the request of DHSES, during the life of the grant contract.

6. Failure to comply with any of the requirements, as listed above, may result in sanctions up to and including the immediatesuspension and/or revocation of the grant award.

I. National Cyber Security Review

1. Completion of the National Cybersecurity Review (NCSR) is a mandatory annual requirement under this Contract and a condition offunding. The NCSR will be open from October to December each year and enables agencies to benchmark and measure progress ofimproving their cybersecurity posture. The Chief Information Officer (CIO), Chief Information Security Officer (CISO), or equivalent foreach subrecipient should complete the NCSR. If there is no CIO/CISO, the most senior cybersecurity professional should complete theassessment. The NCSR is available at no cost to the user. The Multi-State Information Sharing and Analysis Center (MS-ISAC)improves the overall cybersecurity posture of the nations state, local, tribal, territorial, nonprofit, and private sector agencies throughfocused cyber threat prevention, protection, response, and recovery. It is a no-cost, membership-based community that includes 24/7cybersecurity support, analysis and monitoring, and a central location for reporting threats and suspicious activities. The MS-ISAC isavailable for both technical and administrative assistance on the NCSR. For more on the MS-ISAC, visit https://www.cisecurity.org/ms-isac/services/ncsr/ or email [email protected].

2. Failure to comply with any of the requirements, as listed above, may result in sanctions up to and including the immediatesuspension and/or revocation of the grant award.

ORD98

J. National Priorities

The FY2021 HSGP Notice of Funding Opportunity (NOFO) identified five priority areas: Cyber Security, Protection of SoftTargets/Crowded Places, Intelligence and Information Sharing, Addressing Emerging Threats, and Combating Domestic ViolentExtremism. A minimum of 30% of the jurisdictions overall award for the State Homeland Security Program (SHSP) and Urban AreaSecurity Initiative (UASI) must be allocated to the five priority areas as outlined below:

1. Cyber Security - 7.5%

2. Protection of Soft Targets/Crowded Places - 5%

3. Intelligence and Information Sharing - 5%

4. Addressing Emerging Threats - 5%

5. Combating Domestic Violent Extremism 7.5%

ORD98

ORD99

ORDINANCE DECLARING CERTAIN CITY OWNED PERSONAL PROPERTY AS SURPLUS AND DIRECTING THE OFFICE OF THE CITY COMPTROLLER TO SELL

OR DISPOSE OF THE SURPLUS PROPERTY

The City of Troy, convened in City Council, ordains as follows: Section 1. Pursuant to §C-41 (B) (8) of the City Charter, the items of City owned personal

property described in the attached memorandum are hereby declared to be surplus, and the City Comptroller, or a designee, is hereby authorized and directed to sell or dispose of the surplus property.

Section 2. The surplus property shall be offered for sale “as is” for the highest bid price and

on any additional terms and conditions as shall be set by the City Comptroller. Section 3. If there are no bids for any item of surplus property, the City Comptroller is

hereby authorized to dispose of the item in a manner appropriate to its value, if any.

Section 4. This Ordinance shall take effect immediately. Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

ORD99

MEMO IN SUPPORT

The City Comptroller, or a designee, works with the various City departments to identify and dispose of property that is no longer useful. The items on the attached list are no longer useful or are unnecessary for City purposes and should be declared surplus. The items will be offered for sale “as is” to the highest bidder. If there are no bids for an item, The Comptroller is authorized to dispose of the item in a manner appropriate to its value, if any.

Items to be Declared Surplus ORD99

Vehicles VIN # Department Location

2008 Chevrolet Trailblazer - Blue 1GNDT13S082219379 Police Police Dept.

Equipment Serial # Department Location

2007 Toro 5210 Model 03660 270000140 DPW2003 Toro 3050 Model 04351 310000162 DPW2011 Jacobsen 550 Model 67979 1790 DPW1996 Ransomes 250 Model 945012 94501200137 DPWCaterpillar Diesel Generator DPW2009 Wanco Light Tower Trailer 5F13D141291000033 DPW(3) Meyer Snow Plows DPWHeating oil tank 250 gallon DPW(2) 8 Yard V-Box Salt Spreaders DPW

Vehicles VIN # Department Location

2008 Chevrolet Trailblazer - Blue 1GNDT13S082219379 Police Police Dept.

Equipment Serial # Department Location

2007 Toro 5210 Model 03660 270000140 DPW2003 Toro 3050 Model 04351 310000162 DPW2011 Jacobsen 550 Model 67979 1790 DPW1996 Ransomes 250 Model 945012 94501200137 DPWCaterpillar Diesel Generator DPW2009 Wanco Light Tower Trailer 5F13D141291000033 DPW(3) Meyer Snow Plows DPWHeating oil tank 250 gallon DPW(2) 8 Yard V-Box Salt Spreaders DPW

Items to be Declared Surplus

ORD99

ORD100 ORDINANCE AUTHORIZING SETTLEMENT OF CERTAIN OPIOID LITIGATION CLAIMS, TO WIT: CITY OF TROY, PLAINTIFF V. CERTAIN MANUFACTURERS,

DISTRIBUTORS, AND CHAIN PHARMACIES, ET AL., DEFENDANTS, ACTIONS COORDINATED UNDER CAPTION IN RE OPIOID LITIGATION, INDEX NO.

400000/2017 (SUPREME COURT SUFFOLK COUNTY) (JERRY GARGUILO, JSC) __________________________________________________________________________________

The City of Troy, in City Council convened, ordains as follows: Section 1. In concert with other governmental entities, the City of Troy previously commenced and

joined Actions against several defendants, including opioid manufacturers, distributors, and chain pharmacies, alleging that the defendants contributed to the opioid epidemic by failing to comply with their obligations under the federal Controlled Substances Act and the New York Controlled Substances Act to implement adequate measures to prevent diversion of the prescription opioids that they sold to distributors and others, all of which contributed to a public health crisis in the City.

Section 2. The City and many other governmental plaintiffs, including the State of New York, have

conditionally agreed to settle and release all claims against two groups of defendants: McKesson Corporation, Cardinal Health, Inc., Amerisource Bergen Drug Corporation, PSS World Medical, Inc., Kinray, LLC, Bellco Drug Corporation, and American Medical Distributors, Inc. (collectively the “Distributors”); and Janssen Pharmaceuticals, Inc., Johnson & Johnson, Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc. (collectively “Janssen”). A copy of the Settlement Agreement and Release (Release attached thereto as Exh. L) for the Distributors is attached hereto as Exhibit A, and a copy of the Settlement Agreement and Release (Release on p.29) for Janssen is attached hereto as Exhibit B.

Section 3. The Corporation Counsel is authorized to settle the above litigations in a manner that

conforms in all material respects with and in the amounts identified in the attached Memorandum in Support and Exhibits. The Corporation Counsel and Dreyer Boyajian LLP, as counsel for the City in the Actions, shall execute and deliver on behalf of and in the name of the City the Releases attached to the Settlement Agreements in form substantially similar thereto, and shall execute such other documents as may be necessary and appropriate to effectuate the settlement with the defendant Distributors and Janssen as named above.

Section 4. The Comptroller is authorized to collect and process the amounts paid in satisfaction of the

City’s claims, and directed to segregate such funds in accordance with accepted accounting standards insofar as necessary to restrict their use to Approved Uses under the Settlement Agreements.

Section 5. This Ordinance shall take effect immediately. Approved as to form, __________________, 2021 ____________________________________ Richard T. Morrissey, Corporation Counsel

ORD100

CORPORATION COUNSEL’S MEMORANDUM IN SUPPORT As stated in the Ordinance, the City is a plaintiff in several actions related to the opioid crisis, including County of Suffolk v. Purdue Pharma L. P., Case No. 400001/2017, County of Nassau v. Purdue Pharma L. P., Case No. 400008/2017, and People of the State of New York v. Purdue Pharma L.P., Case No. 400016/2018. Many other governmental entities, including the State of New York, are also plaintiffs in these actions. Due to the complexity, the proceedings have been coordinated before Justice Jerry Garguilo as In Re Opioid Litigation, Case No. 400000/2017 in Suffolk County Supreme Court. In broad terms, the gravamen of the City’s claim is that the several defendants, including opioid manufacturers, distributors, and chain pharmacies, contributed to the opioid epidemic by failing to implement adequate measures to comply with their obligations under state and federal controlled substances acts to prevent diversion of the prescription opioids that they sold to distributors and others, all of which contributed to a public health crisis in the City. The two groups of defendants named in the Ordinance, the Distributors and Janssen, have agreed to terms of a nationwide settlement with the principal plaintiffs, with opportunity for the City to participate in the settlement as a non-direct pay municipality. Under the terms of the Settlement Agreements, the City could be entitled to $292,746.78 from the Distributors’ settlement and $67,282.70 from the Janssen settlement for a maximum entitlement of $360,029.48. The payment amounts could be less if participation goals are not met, but that is not expected to happen. The Distributors’ payments will be structured over a period of eighteen years. Janssen’s payments will be made over a period of nine years. Both the Distributors and Janssen have further agreed to implement injunctive relief under a controlled substance monitoring program and a ban on the manufacturing and sale of opioids within the State. The population based allocation formulas are extremely complicated and opaque. As well, the City is a very small fish in this settlement ocean, with no wake to speak of. To encourage participation, the Office of the Attorney General has promised to make up any shortfall in the City’s entitlement that results from participation in the settlement as a non-direct pay municipality instead of a direct pay plaintiff. However, regardless of where the settlement payments come from, they must be spent on Approved Uses as defined in the Agreements, namely measures to abate or ameliorate the opioid epidemic, (see Exhibit N, Schedule C attached hereto as part of Exhibit A). Before expenditure, the Council would have to appropriate the monies received to a selected Approved Use. This settlement resolves all of the City’s claims against these defendants fully and finally without further protracted litigation. There will be no admissions of liability or fault on the part of the settling defendants. The fees of the City’s outside counsel, Dreyer Boyajian LLP, will be paid entirely from a separate settlement fund upon further application, with no diminution of the City’s settlement entitlement. The Court will retain jurisdiction to see that the settlement is executed and to resolve disputes. The settlement of these claims is subject to City Council and Mayoral approval. Corporation Counsel respectfully recommends that the settlement be approved. Although the settlement spread over eighteen years is not a large amount of money for the City, it is a realistic and reasonable share of the proceeds of this litigation. By terms of the settlement, the case will be discontinued against these defendants upon the effective date, and the defendants will be released from all further liability.

ORD100 Additionally, the City will not be responsible for any costs or attorney’s fees. The recommendation to settle this case represents a business judgment made in full consideration of the particular facts and circumstances of the case, the available resources to prosecute the claim, and the unlikelihood of a higher award of damages and attorney’s fees after trial, as well as the expenses of further litigation, trial, and appeal. The settlement is prudent and reasonable, and enables the City to take some significant steps to assist residents who have been harmed by the flood of opioids into our community. If the terms of the settlement are not approved and fully executed, the City’s case will be returned to the Supreme Court calendar for further proceedings. In the future, there likely will be other settlements to result from the Opioid Litigation. Agreements have not been reached with all of the defendants, and those litigations will continue with the City as a party plaintiff.

DISTRIBUTORS NEW YORK SETTLEMENT AGREEMENT

ORD100

i

Table of Contents

I. Overview ......................................................................................................................1

II. Definitions ....................................................................................................................1

III. Condition to Effectiveness of Agreement ..................................................................12

IV. Participation by Subdivisions .....................................................................................12

V. Settlement Payments ..................................................................................................14

VI. Allocation and Use of Settlement Payments. .............................................................26

VII. Enforcement ...............................................................................................................27

VIII. Plaintiffs’ Attorneys’ Fees and Costs .........................................................................27

IX. New York Additional Restitution Amount ................................................................30

X. Release ........................................................................................................................30

XI. Later Litigating Subdivisions .....................................................................................34

XII. Reductions/Offsets .....................................................................................................38

XIII. Injunctive Relief .........................................................................................................39

XIV. Miscellaneous .............................................................................................................40

Alleged Harms..............................................................................................................1

Later Litigating Subdivision Suspension and Offset Determinations ..........................1

List of Opioid Remediation Uses .................................................................................1

Primary Subdivisions ...................................................................................................1

Agreed List of New York State Litigating Subdivisions ..............................................1

Settling Distributors’ Subsidiaries, Joint Ventures, and Predecessor Entities ..............1

Settlement Payment Schedule .......................................................................................1

Illustrative Examples of Settlement Prepayments .........................................................1

ABC IRS Form 1098-F ..................................................................................................1

Cardinal Health IRS Form 1098-F ................................................................................1

ORD100

ii

McKesson IRS Form 1098-F .......................................................................................1

Subdivision Settlement Participation Form ..................................................................1

Stipulations of Discontinuance with Prejudice .............................................................1

New York Opioid Settlement Sharing Agreement .......................................................1

List of New York Subdivisions and Special Districts Represented by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC .........................................1

Case Management Order...............................................................................................1

List of States .................................................................................................................1

Proposed Injunctive Relief Term Sheet ........................................................................1

ORD100

§ I

1

DISTRIBUTORS NEW YORK SETTLEMENT AGREEMENT

I. Overview

This Distributors New York Settlement Agreement (“Agreement”) sets forth the terms and conditions of a settlement agreement between and among the State of New York, Nassau County, Suffolk County, all “Participating Subdivisions” as that term is defined herein, McKesson Corporation (“McKesson”), Cardinal Health, Inc. (“Cardinal”), and AmerisourceBergen Corporation (“Amerisource”) (collectively, “the Parties”) to resolve opioid-related Claims against McKesson, Cardinal, and/or Amerisource (collectively, “Settling Distributors”).

The Parties intend the terms of this Agreement to parallel the terms of the Distributor Global Settlement Agreement (“Global Settlement”) currently under negotiation. As of the date of this signing, based on the status of current negotiations, New York State intends to join the Global Settlement if it becomes effective. If the Global Settlement becomes effective by July 1, 2022, its terms will supersede the terms of this Agreement except for Sections III.B (Dismissal of Claims), VIII (Plaintiffs’ Attorneys’ Fees and Costs), and X (Release). If the Global Settlement is not effective by the aforementioned date, this Agreement and the New York Consent Judgment giving effect to its terms will control.

The Settling Distributors have agreed to the below terms for the sole purpose of settlement, and nothing 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 denies. No part of this Agreement, including its statements and commitments, shall constitute evidence of any liability, fault, or wrongdoing by the Settling Distributors. Unless the contrary is expressly stated, this Agreement is not intended for use by any third party for any purpose, including submission to any court for any purpose. This Agreement is not contingent on the Global Settlement taking effect.

This Agreement resolves the Settling Distributor’s portion of the coordinated litigation before Justice Jerry Garguilo as In Re Opioid Litigation, 400000/2017 (Sup. Ct. Suffolk Cty.). Pursuant to NYSCEF Doc. No. 541, the following three were designated by the Court as Track One Cases: (1) The County of Suffolk, New York v. Purdue Pharma L.P., Case No. 400001/2017, (2) The County of Nassau, New York v. Purdue Pharma LP., Case No. 400008/2017, and (3) State of New York v. Purdue Pharma, LP. (400016/2018).

II. Definitions

For all sections of this Agreement except as otherwise specified, the following definitions apply:

A. “Actions.” (1) In Re Opioid Litigation, 400000/2017 (Sup. Ct. Suffolk Cty); (2) The County of Suffolk, New York v. Purdue Pharma L.P., Case No. 400001/2017; (3) The County

ORD100

§ II

2

of Nassau, New York v. Purdue Pharma LP., Case No. 400008/2017; and (4) State of New York v. Purdue Pharma, LP. (400016/2018).

B. “Agreement.” This Distributors New York Statewide Opioid Settlement Agreement, inclusive of all exhibits.

C. “Alleged Harms.” The alleged past, present, and future financial, societal, and public nuisance harms and related expenditures arising out of the alleged misuse and abuse of Products, non-exclusive examples of which are described in the documents listed on Exhibit A, all of which were filed in connection with the case captioned In re National Prescription Opiate Litigation, No. 1-17-md-02804 (N.D. Ohio), 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 the Settling Distributors.

D. “Annual Payment.” The total amount payable to the New York Qualified Settlement Fund Administrator by the Settling Distributors on the Payment Date each year, as calculated by the New York Qualified Settlement Fund Administrator pursuant to Section V.B.1.d. For the avoidance of doubt, this term does not include the New York Additional Restitution Amount or amounts paid pursuant to Section VIII.

E. “Appropriate Official.” As defined in Section XIV.F.3.

F. “Bar.” Either: (1) a law in New York State barring Subdivisions from maintaining Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full) or (2) a ruling by the New York State Court of Appeals setting forth the general principle that Subdivisions may not maintain any Released Claims against Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the Annual Payments by Settling Distributors under this Agreement) shall not constitute a Bar.

G. “Case-Specific Resolution.” Either: (1) a law in New York State barring the Subdivision at issue from maintaining any Released Claims against any Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full); or (2) a ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision may not maintain any Released Claims at issue against any Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the Annual Payments by Settling Distributors under this Agreement) shall not constitute a Case-Specific Resolution.

H. “Claim.” Any past, present or future cause of action, claim for relief, cross-claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty, judgment, right, obligation, dispute, suit, contract, controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or

ORD100

§ II

3

administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including, but not limited to, any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, 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.

I. “Claim Over.” A Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-Party Covered Conduct Claim asserted by a Releasor.

J. “Compensatory Restitution Amount.” The aggregate amount of payments paid or incurred by the Settling Distributors hereunder other than amounts paid as attorneys’ fees and costs.

K. “Court.” The court to which the Agreement and the New York Consent Judgment are presented for approval and/or entry.

L. “Covered Conduct.” Any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Effective Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity) relating in any way to (1) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy or advocacy relating to any Product or class of Products, including but not limited to any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; (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 placed with any Released Entity; or (4) diversion control programs or suspicious order monitoring; provided, however, that as to any Claim that a Releasor has brought or could bring, Covered Conduct does not include non-compliance with statutory or administrative supply security standards concerning cleanliness of facilities or stopping counterfeit products, so long as such standards apply to the storage and distribution of both controlled and non-controlled pharmaceuticals.

M. “Effective Date.” The date of entry of the New York Consent Judgment, which shall be filed not later than thirty (30) calendar days after the Initial Participation Date.

N. “Final Order.” An order or judgment of a court of competent jurisdiction with respect to the applicable subject matter (1) which has not been reversed or superseded by a

ORD100

§ II

4

modified or amended order, is not currently stayed, and as to which any right to appeal or seek certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or petition for certiorari, review, reargument, stay, or rehearing is pending or (2) as to which an appeal has been taken or petition for certiorari, review, reargument, stay, or rehearing has been filed and (a) such appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which certiorari, review, reargument, stay, or rehearing was sought or (b) the time to appeal further or seek certiorari, review, reargument, stay, or rehearing has expired and no such further appeal or petition for certiorari, review, reargument, stay, or rehearing is pending.

O. “Global Settlement.” The proposed agreement, in which New York State intends to participate if it becomes effective, resolving the litigation and claims brought or threatened to be brought by states and subdivisions against the Settling Distributors, including claims against the Settling Distributors asserted in the multi-district litigation In re: Nationwide Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio) (“MDL”) and state court prescription opiate litigation.

P. “Global Settlement Net Abatement Amount.” The “Net Abatement Amount” defined in the Global Settlement, an amount of $18,554,013,693.

Q. “Incentive Payment A.” The incentive payment described in Section V.F.1.

R. “Incentive Payment B.” The incentive payment described in Section V.F.2.

S. “Incentive Payment C.” The incentive payment described in Section V.F.3.

T. “Incentive Payment D.” The incentive payment described in Section V.F.4.

U. “Incentive Payment Final Eligibility Date.” The date that is the earlier of (1) the fifth Payment Date, (2) the date of completion of opening statements in a trial of any action brought by a Subdivision that includes a Released Claim against a Released Entity when such date is more than two (2) years after the Effective Date, or (3) two (2) years after the Effective Date in the event a trial of an action brought by a Subdivision that includes a Released Claim against a Released Entity began after the Initial Participation Date but before two (2) years after the Effective Date.

V. “Initial Participating Subdivision.” A Subdivision that meets the requirement set forth in Section IV.E.

W. “Initial Participation Date.” The date, unless it is extended by agreement of the Parties, one hundred twenty (120) calendar days after the Preliminary Agreement Date.

X. “Later Litigating Subdivision.” A Subdivision (or Subdivision official asserting the right of such a Subdivision to recover for alleged harms to the Subdivision and/or the people thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity after the Effective Date; or (2) adds a Released Claim against a Released Entity after the Effective Date to a lawsuit brought before the Effective Date that, prior to the Effective Date, did not include any Released Claims against a Released Entity; (3) (a) was a Litigating Subdivision

ORD100

§ II

5

whose Released Claims against Released Entities were resolved by a legislative Bar or legislative Case-Specific Resolution as of the Effective Date, (b) such legislative Bar or legislative Case-Specific Resolution is subject to a Revocation Event after the Effective Date, and (c) the earlier of the date of completion of opening statements in a trial in an action brought by a Subdivision that includes a Released Claim against a Released Entity or one hundred eighty (180) calendar days from the Revocation Event passes without a Bar or Case-Specific Resolution being implemented as to that Litigating Subdivision or the Litigating Subdivision’s Released Claims being dismissed; or (4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a judicial Bar or judicial Case-Specific Resolution as of the Effective Date, (b) such judicial Bar or Case-Specific Resolution is subject to a Revocation Event after the Effective Date, and (c) such Litigating Subdivision takes any action to further, assert, or revive a Released Claim in a lawsuit against a Released Entity other than seeking a stay or dismissal.

Y. “Later Participating Subdivision.” A Participating Subdivision that is not an Initial Participating Subdivision but meets the requirements set forth in Section IV.C.

Z. “Litigating Subdivision.” A Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Effective Date. Exhibit E is an agreed list of all New York State Litigating Subdivisions. Exhibit E will be updated periodically, including any appropriate corrections, and a final version of Exhibit E will be attached hereto as of the Effective Date.

AA. “New York Abatement Amount.” $1,000,132,092, which is the Global Settlement Net Abatement Amount multiplied by the New York Overall Allocation Percentage.

BB. “New York Additional Restitution Amount.” $27,506,821, which is the portion of the “Additional Restitution Amount” specified by the Global Settlement that is allocated to New York under that settlement.

CC. “New York Consent Judgment.” A consent judgment in a form to be agreed by New York State and the Settling Distributors prior to the Initial Participation Date that, among other things, (1) approves this Agreement and (2) provides for the release set forth in Section X, including the dismissal with prejudice of any Released Claims that New York State, Nassau County, or Suffolk County has brought against Released Entities.

DD. “New York Overall Allocation Percentage.” 5.3903813405%, which is New York State’s Overall Allocation Percentage as set forth in the Global Settlement.

EE. “New York Qualified Settlement Fund.” The fund established pursuant to this Agreement into which the Annual Payments are made under Section V.

FF. “New York Qualified Settlement Fund Administrator.” The entity that annually determines the Annual Payment (including calculating Incentive Payments pursuant to Section IV and any amounts subject to suspension, offset, or reduction pursuant to Sections XI and XII) administers the New York Qualified Settlement Fund, and distributes amounts from the New York Qualified Settlement Fund pursuant to this Agreement. The duties of the New York

ORD100

§ II

6

Qualified Settlement Fund Administrator shall be governed by this Agreement and shall be specified in detail by the Parties prior to the Initial Participation Date.

GG. “New York Qualified Settlement Fund Escrow.” The interest-bearing escrow fund established pursuant to this Agreement to hold disputed or suspended payments made under this Agreement, and to hold the first Annual Payment until 10 days after the Effective Date.

HH. “New York Settlement Amount.” In the event the Global Settlement is not effective by July 1, 2022, $1,179,251,066.68, which reflects the attorneys’ fees and costs in Section VIII.B and New York’s estimated payments pursuant to the Global Settlement.

II. “Non-Litigating Subdivision.” Any Subdivision that is neither a Litigating Subdivision, nor a Later Litigating Subdivision.

JJ. “Non-Participating Subdivision.” Any Subdivision that is not a Participating Subdivision.

KK. “Non-Party Covered Conduct Claim.” Claim against any non-Released Entity involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity).

LL. “Non-Party Settlement.” A settlement by any Releasor that settles any Non-Party Covered Conduct Claim and includes a release of any Non-Released Entity.

MM. “Non-Released Entity.” An entity that is not a Released Entity.

NN. “Offset Cap.” The dollar amount which the dollar-for-dollar offset described in Section XI.A cannot exceed in a Payment Year, to be calculated by multiplying the amount of the relevant Annual Payment apportioned to New York State and its Subdivisions for that Payment Year by the percentage for the applicable Participation Tier as set forth in Exhibit B.

OO. “Opioid Remediation.” Care, treatment, and other programs and expenditures (including, reimbursement for past such programs or expenditures1 except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit C provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include reasonable related administrative expenses.

PP. “Opioid Tax.” Any tax, assessment, license fee, surcharge or any other fee (other than a fixed prospective excise tax or similar tax or fee that has no restriction on pass-through) imposed by New York State on a Settling Distributor on the sale, transfer or distribution of opioid products. Notwithstanding the definition in the prior sentence, neither the Excise Tax on sale of Opioids, Article 20-D of New York’s Tax Law nor the Opioid Stewardship Act, Article

1 Reimbursement includes amounts paid to any governmental entities for past expenditures or programs.

ORD100

§ II

7

33, Title 2-A of New York’s Public Health Law, as that Act is currently enacted, shall be considered an Opioid Tax.

QQ. “Other State Resolution.” A settlement with, or judgment obtained by, a State other than New York and/or a Subdivision(s) in that other State relating to one or more Claims involving, arising out of or relating to Covered Conduct, including attorney’s fees and costs payable under such settlement or judgment.

RR. “Participating Subdivision.” Any Subdivision that meets the requirements for becoming a Participating Subdivision under Section IV. Participating Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions.

SS. “Participation Tier.” The Participation Tier shall be determined as set forth in Section V.K.

TT. “Parties.” As defined in Section I (each, a “Party”).

UU. “Payment Date.” The date by which the Settling Distributors must make the Annual Payment pursuant to Section V.B. The Payment Date for Payment Year 1 shall be 10 Days after the Effective Date. The Payment Date for Payment Year 2 shall be July 15, 2022. The Payment Date for each subsequent Payment Year shall be July 15 of that Payment Year.

VV. “Payment Year.” The calendar year during which the applicable Annual Payment is due pursuant to Section V.B. Payment Year 1 is 2021, Payment Year 2 is 2022 and so forth, with 2038 being the final Payment Year. References to payment “for a Payment Year” mean the Annual Payment due during that year. References to eligibility “for a Payment Year” mean eligibility in connection with the Annual Payment due during that year.

WW. “Preliminary Agreement Date.” The date upon which this Agreement becomes fully executed.

XX. “Prepayment Notice.” As defined in Section V.I.1.

YY. “Primary Subdivision.” A Subdivision that is a General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government) with population over 10,000; provided, however, that as used in connection with Incentive Payment C, the population threshold is 30,000. Attached as Exhibit D is an agreed list of the Primary Subdivisions.

ZZ. “Product.” Any chemical substance, whether used for medicinal or non-medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is: (1) an opioid or opiate, as well as any product containing any such substance; or (2) benzodiazepine, carisoprodol, or gabapentin; or (3) a combination or “cocktail” of chemical substances prescribed, sold, bought, or dispensed to be used together that includes opioids or opiates. “Product” shall include, but is not limited to, any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone,

ORD100

§ II

8

tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol, gabapentin, any variant of these substances or any similar substance. Notwithstanding the foregoing, nothing in this section prohibits New York State from taking administrative or regulatory action related to benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam), carisoprodol, or gabapentin that is wholly independent from the use of such drugs in combination with opioids, provided such action does not seek money (including abatement and/or remediation) for conduct prior to the Effective Date.

AAA. “Released Claims.” Any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the Effective Date. Without limiting the foregoing, Released Claims include any Claims that have been asserted against a Settling Distributor by New York State or a Litigating Subdivision in any federal, state or local action or proceeding (whether judicial, arbitral or administrative) based on, arising out of, or relating to, in whole or in part, the Covered Conduct, or any such Claims that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by New York State, Subdivision or Releasor (whether or not New York 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. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe claims brought by a Later Litigating Subdivision or other non-party Subdivision that would have been Released Claims if they had been brought by a Releasor against a Released Entity.

BBB. “Released Entities.” With respect to Released Claims, the Settling Distributors and (1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of each Settling Distributor; (2) all past and present subsidiaries and divisions (in each case, whether direct or indirect) of any entity described in clause (1); (3) the respective past and present officers, directors, members, trustees, and employees of any of the foregoing (each for actions that occurred during and related to their work for, or employment with, any of the Settling Distributors or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of each Settling Distributor or its subsidiaries, including in such Settling Distributor’s or subsidiary’s capacity as a participating member in such joint venture; (5) all direct or indirect parents and shareholders of the Settling Distributors (solely in their capacity as parents or shareholders of the applicable Settling Distributor with respect to Covered Conduct); (6) any insurer of any Settling Distributor or any person or entity otherwise described in clauses (1)-(5) (solely in its role as insurer of such person or entity). For the avoidance of doubt, CVS Health Corp., Walgreens Boots Alliance, Inc., and Walmart Inc. (collectively, the “Pharmacies”) are not Released Entities, nor are their direct or indirect past or present subsidiaries, divisions, predecessors, successors, assigns, joint ventures, shareholders, officers, directors, members, trustees, or employees (shareholders, officers, directors, members, trustees, and employees for actions related to their work for, employment with, or involvement with the Pharmacies) Released Entities. Notwithstanding the prior sentence, any joint venture or past or present subsidiary of a Settling Distributor is a Released Entity, including any joint

ORD100

§ II

9

venture between a Settling Distributor or any Settling Distributor’s subsidiary and a Pharmacy (or any subsidiary of a Pharmacy). Lists of Settling Distributors’ subsidiaries, joint ventures, and predecessor entities are appended to this Agreement as Exhibit F. With respect to joint ventures (including predecessor entities), only entities listed on Exhibit F are Released Entities. With respect to wholly-owned subsidiaries (including predecessor entities), Exhibit F represents a good faith effort by the Settling Distributors to list all such entities, but any and all wholly-owned subsidiaries (including predecessor entities) of any Settling Distributor are Released Entities, whether or not they are listed on Exhibit F. For the avoidance of doubt, any entity acquired, or joint venture entered into, by a Settling Distributor after the Initial Participation Date is not a Released Entity.

CCC. “Releasors.” With respect to Released Claims, (1) New York State, including the New York Department of Financial Services;(2) Nassau and Suffolk Counties; (3) each Participating Subdivision; and (4) without limitation and to the maximum extent of the power of New York State’s Attorney General and/or each Participating Subdivision to release Claims, (a) New York State’s and Participating Subdivisions’ departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General, and any person in his or her official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, (b) any public entities, public instrumentalities, public educational institutions, unincorporated districts, fire districts, irrigation districts and other Special Districts in New York 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 New York State or its Subdivisions, whether or not any of them participate in this Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. New York State’s Attorney General represents that he or she has or has obtained (or will obtain no later than the Initial Participation Date) the authority set forth in Section X.E. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide the Participation and Release Form, providing for a release to the fullest extent of the Participating Subdivision’s authority.

DDD. “Revocation Event.” With respect to a Bar, Settlement Class Resolution, or Case-Specific Resolution, a revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of such Bar, Settlement Class Resolution, or Case-Specific Resolution on Released Claims, or any other action or event that otherwise deprives the Bar, Settlement Class Resolution, or Case-Specific Resolution of force or effect in any material respect.

EEE. “Settlement Class Resolution.” A class action resolution in a court of competent jurisdiction with respect to a class of Subdivisions that (1) conforms with New York State’s statutes, case law, and rules of procedure regarding class actions; (2) is approved and entered as an order of a court of competent jurisdiction in New York State and such order has become a Final Order; (3) is binding on all Non-Participating Subdivisions (other than opt-outs as permitted under the next sentence); (4) provides that all such Non-Participating Subdivisions may not bring any Released Claims against any Released Entities, whether on the ground of this Agreement (or the releases herein) or otherwise; and (5) does not impose any costs or obligations on Settling Distributors other than those provided for in this Agreement, or contain any provision

ORD100

§ II

10

inconsistent with any provision of this Agreement. If applicable state law requires that opt-out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing more than the opt-out percentage specified in the Global Settlement. In seeking certification of any Settlement Class, New York State and Participating Subdivisions shall make clear that certification is sought solely for settlement purposes and should have no applicability beyond approval of the settlement for which certification is sought. Nothing in this Agreement constitutes an admission by any Party that class certification would be appropriate for litigation purposes in any case.

FFF. “Settlement Payment Schedule.” The schedule attached to this Agreement as Exhibit G.

GGG. “Settlement Prepayment.” As defined in Section V.I.1.

HHH. “Settlement Prepayment Reduction Schedule.” As defined in Section V.I.1.

III. “Settling Distributors.” McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation (each, a “Settling Distributor”).

JJJ. “State Cap.” The total of a Settling Distributor’s share of the amounts payable under the Global Settlement (a) to a State other than New York for a Payment Year assuming that State is eligible for Incentive Payments A and D and that no offset or suspension is applicable with respect to that State, and (b) for attorney’s fees and costs that would have been owed during that Payment Year times that State’s allocable share as specified in the Global Settlement.

KKK. “States.” The states, commonwealths, and territories of the United States of America, as well as the District of Columbia, but not including West Virginia (each a “State”). The 55 States are listed in Exhibit Q. Each “State” also includes its departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind, any other units of State government, 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.

LLL. “Subdivision.” Any (1) General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government), School District, or Special District within New York State and (2) any other subdivision or subdivision official or sub-entity of or located within New York State (whether political, geographical or otherwise, whether functioning or non-functioning, regardless of population overlap, and including, but not limited to, Nonfunctioning Governmental Units and public institutions) that has filed a lawsuit that includes a Released Claim against a Released Entity in a direct, parens patriae, or any other capacity. “General Purpose Government,” “School District,” and “Special District” shall correspond to the “five basic types of local governments” recognized by the U.S. Census Bureau and match the 2017 list of Governmental Units.2 The three (3) General Purpose Governments are 2 https://www.census.gov/data/datasets/2017/econ/gus/public-use-files.html

ORD100

§ II

11

county, municipal, and township governments; the two (2) special purpose governments are School Districts and Special Districts.3 “Fire District,” “Health District,” “Hospital District,” and “Library District” shall correspond to categories of Special Districts recognized by the U.S. Census Bureau.4 References to New York State’s Subdivisions or to a Subdivision “in,” “of” or “within” New York State include Subdivisions located within New York State even if they are not formally or legally a sub-entity of New York State; provided, however, that a “Health District” that includes any of the following words or phrases in its name shall not be considered a Subdivision: mosquito, pest, insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and sanitary.

MMM. “Subdivision Settlement Participation Form.” The form attached as Exhibit L that Participating Subdivisions must execute and return to the Settlement Fund Administrator, and which shall (1) make such Participating Subdivisions signatories to this Agreement, (2) include a full and complete release of any and all of such Subdivision’s claims, and (3) require the prompt dismissal with prejudice of any Released Claims that have been filed by any such Participating Subdivision.

NNN. “Suspension Amount.” The amount calculated as follows: the per capita amount corresponding to the applicable Participation Tier as set forth in Exhibit B multiplied by the population of the Later Litigating Subdivision.

OOO. “Suspension Cap.” The amount calculated as follows: the suspension percentage corresponding to the applicable Participation Tier as set forth in Exhibit B multiplied by the amount of the relevant Annual Payment apportioned to New York State and the Participating Subdivisions in each year of the suspension.

PPP. “Suspension Deadline.” With respect to a lawsuit filed by a Later Litigating Subdivision asserting a Released Claim, the deadline set forth in Exhibit B corresponding to the applicable Participation Tier.

QQQ. “Threshold Motion.” A motion to dismiss or equivalent dispositive motion made at the outset of litigation under applicable procedure. A Threshold Motion must include as potential grounds for dismissal any applicable Bar or the relevant release by New York State or Participating Subdivision provided under this Agreement and, where appropriate on Threshold Motion under applicable law, any applicable limitations defense.

3 E.g., U.S. Census Bureau, “Technical Documentation: 2017 Public Use Files for State and Local Government Organization” at 7 (noting that “the Census Bureau recognizes five basic types of local governments,” that three of those are “general purpose governments” (county governments, municipal governments, and township governments), and that the other two are “school district and special district governments”), https://www2.census.gov/programs-surveys/gus/datasets/2017/2017_gov_org_meth_tech_doc.pdf. 4 A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and categorizes them by “FUNCTION_NAME.” “Govt_Units_2017_Final” spreadsheet, “Special District” sheet, included in “Independent Governments - list of governments with reference information,” https://www.census.gov/data/datasets/2017/econ/gus/public-use-files.html. As used herein, “Fire District” corresponds to Special District function name “24 – Local Fire Protection,” “Health District” corresponds to Special District function name “32 – Health,” “Hospital District” corresponds to Special District function name “40 – Hospitals,” and “Library District” corresponds to Special District function name “52 – Libraries.” See id.

ORD100

§ III

12

III. Condition to Effectiveness of Agreement

A. Obligations of Attorney General. If any of the conditions in this subsection A is not satisfied, this Agreement will have no further effect and all releases and other commitments or obligations contained herein will be void.

1. No later than the Initial Participation Date, New York State’s Attorney General shall exercise to the fullest extent his or her powers under S.7194/A.6395B to release all Claims for Covered Conduct.

2. No later than the Initial Participation Date, New York State’s Attorney General shall secure the releases specified in Section X.E.

B. Dismissal of Claims. Upon the execution of this Agreement, while awaiting formal approval of the Agreement by the Nassau and Suffolk County Legislatures, the Parties agree to stay or extend all deadlines and proceedings in the Actions as to the Settling Distributors and to jointly move for the claims against the Settling Distributors to be severed from the Actions. It is the Parties’ intent that all litigation activities in the Actions relating to New York State’s and Nassau and Suffolk Counties’ claims against the Settling Distributors shall immediately cease as of the date of the execution of this Agreement and that the claims against the Settling Distributors not be further prosecuted in the trial that commenced with jury selection on June 8, 2021. Concurrently with the execution of this Agreement, the Settling Distributors and Nassau and Suffolk Counties will execute a Stipulation of Discontinuance with Prejudice, in the form annexed hereto in Exhibit M. The Parties will hold Nassau and Suffolk Counties’ Stipulation of Discontinuance with Prejudice in escrow until the Counties’ Legislatures approve the Agreement or a resolution is passed satisfying the approval process of the Agreement. Once approval is given, Nassau and Suffolk Counties and/or the Settling Distributors shall promptly submit the executed Stipulation of Discontinuance with Prejudice to the Court with a request that it be so ordered. In the event the Counties’ Legislatures fail to approve the Agreement or the Court declines to so order the discontinuance of the Actions with prejudice as against the Settling Distributors, each Settling Distributor shall be entitled to terminate the Agreement as to itself and shall be excused from all obligations under the Agreement. Concurrently with the execution of this Agreement, the Settling Distributors and New York State will execute a separate Stipulation of Discontinuance with Prejudice covering New York State’s claims against the Settling Distributors, in the form annexed hereto in Exhibit M. New York State’s Stipulation of Discontinuance with Prejudice will be held in escrow until the Effective Date and shall be submitted to the Court with a request that it be so ordered concurrently with the entry of the New York Consent Judgment implementing this Agreement. In the event the Court declines to so order the discontinuance of the Actions with prejudice as against the Settling Distributors, each Settling Distributor shall be entitled to terminate the Agreement as to itself and shall be excused from all obligations under the Agreement.

IV. Participation by Subdivisions

A. Requirements for Becoming a Participating Subdivision—Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision may become a Participating Subdivision by either executing a Subdivision

ORD100

§ IV

13

Settlement Participation Form and upon prompt dismissal of its legal action or by having its claims extinguished by operation or law or released by the Department of Law (New York State Attorney General’s Office).

B. Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision by the Initial Participation Date.

C. Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision after the Initial Participation Date and agreeing to be subject to the terms of the agreement reached by New York State with Initial Participating Subdivision. A Later Participating Subdivision shall not receive any share of any base or incentive payments paid to the Qualified Settlement Fund that were due before it became a Participating Subdivision.

D. Notice. In conjunction and accordance with the notice process anticipated in the Global Settlement, the Office of the New York State Attorney General shall send individual notice to all Subdivisions eligible to participate in the settlement and the requirements for participation. Such notice may include publication and other standard forms of notification. Nothing contained herein shall preclude New York State from providing further notice to, or from contacting any of its Subdivision(s) about, becoming a Participating Subdivision.

E. Requirements for Becoming a Participating Subdivision—Non-Litigating Subdivisions. A Non-Litigating Subdivision may become a Participating Subdivision by either executing a Subdivision Settlement Participation Form specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, and (3) that the Subdivision submits to the jurisdiction of the court where the New York Consent Judgment is filed for purposes limited to that court’s role under the Agreement or by having their claims extinguished by operation or law or release by the Department of Law (New York State Attorney General’s Office).

F. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any base or incentive payments paid to the Qualified Settlement Fund and New York State may choose that its Non-Participating Subdivisions are ineligible for benefits from the fund.

G. Representation With Respect to Participation Rate. New York State represents and warrants for itself that it has a good faith belief that all of New York’s Litigating Subdivisions that are represented by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC will become Participating Subdivisions. New York State acknowledges the materiality of the foregoing representation and warranty. Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC represent and warrant that they have a good faith belief that this Agreement is a fair settlement and that they will therefore recommend this Agreement to their Subdivision clients within New York State. A list of Litigating Subdivisions represented by Napoli Shkolnik PLLC and Simmons Hanley Conroy LLC is annexed hereto as Exhibit O.

ORD100

§ V

14

H. Within 5 days of entry of the Court’s entry of an order discontinuing the Actions brought by Nassau County and Suffolk County consistent with the Stipulation of Discontinuance with Prejudice submitted by those counties per Section III.B, the Parties will seek to have entered the Case Management Order annexed hereto as Exhibit P. And, further, the Settling Distributors will participate in making motions to dismiss barred claims upon their release.

I. Unpaid Allocations to Later Participating Subdivisions and Non-Participating Subdivisions. Any base payment and incentive payments allocated to a Later Participating Subdivision or Non-Participating Subdivision that cannot be paid pursuant to subsection C will be allocated consistent with the terms of Exhibit N.

V. Settlement Payments

A. New York Qualified Settlement Fund. Until such time as the Global Settlement becomes effective, all payments under this Section V shall be made into the New York Qualified Settlement Fund, except that where specified, they shall be made into the New York Qualified Settlement Fund Escrow. The New York Qualified Settlement Fund shall be allocated and used only as specified in Section VI and Exhibit N.

B. Annual Payments. The Settling Distributors shall make eighteen (18) Annual Payments, each comprised of base and incentive payments as provided in this Section V and as determined by the New York Qualified Settlement Fund Administrator as set forth in this Agreement.

1. All data relevant to the determination of the Annual Payment and allocations to New York State and its Participating Subdivisions shall be submitted to the Settlement Administrator no later than sixty (60) days prior to the Payment Date for each Annual Payment. The New York Qualified Settlement Fund Administrator shall then determine the Annual Payment and the amount to be paid to New York State and its Participating Subdivisions, by:

a. determining, the amount of base and incentive payments to which New York State is entitled by applying the criteria under Sections V.D, E and F;

b. applying any suspensions, offsets or reductions as specified under Sections V, XI and XII;

c. applying any adjustment required as a result of prepayment or significant financial constraint, as specified under Sections V.I and J; and

d. determining the total amount owed by Settling Distributors (including any amounts to be held in the New York Qualified Settlement Fund Escrow pending resolution of a case by a Later Litigating Subdivision as described in Section XI) to New York State and the Participating Subdivisions.

e. the New York Qualified Settlement Fund Administrator shall then allocate the Annual Payment to New York State and then among the Participating Subdivisions receiving direct allocations.

ORD100

§ V

15

2. The Settlement Fund Administrator shall also apply the allocation percentages set forth in Section V.H and determine for each Settling Distributor the amount of its allocable share of the Annual Payment. For the avoidance of doubt, each Settling Distributor’s liability for its share of the Annual Payment is several, and not joint.

3. As soon as possible but no later than fifty (50) days prior to the Payment Date for each Annual Payment and following the determination described in paragraph 1 above, the New York Qualified Settlement Fund Administrator shall give notice to the Settling Distributors and New York State of the amount of the Annual Payment, the amount to be received by New York State and the amount to be received by Participating Subdivisions receiving direct allocations. The New York Qualified Settlement Fund Administrator shall also apply the allocation percentages set forth in Section V.H and give notice to each Settling Distributor of the amount of its allocable share of the Annual Payment.

4. Within twenty-one (21) calendar days of the notice provided by the New York Qualified Settlement Fund Administrator, New York State and any Settling Distributor may dispute, in writing, the calculation of the Annual Payment, or the amount to be received by New York State and/or its Participating Subdivisions. Such disputing Party must provide a written notice of dispute to the New York Qualified Settlement Fund Administrator, New York State, and the Settling Distributors identifying the nature of the dispute and the amount of money that is disputed.

5. Within twenty-one (21) calendar days of the sending of a written notice of dispute, if New York State or any Settling Distributor is affected by the dispute, New York State or the affected Settling Distributor(s) may each submit a response, in writing, to the New York Qualified Settlement Fund Administrator, New York State and the Settling Distributors identifying the basis for disagreement with the notice of dispute.

6. If no response is filed, the New York Qualified Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute, and Settling Distributors shall pay the adjusted amount as the Annual Payment on the Payment Date. If a written response to the written notice of dispute is timely sent to the New York Qualified Settlement Fund Administrator, the New York Qualified Settlement Fund Administrator shall notify the Settling Distributors of the preliminary amount to be paid, which shall be the greater of the amount originally calculated by the Settling Administrator or the amount that would be consistent with the notice of dispute, provided, however that in no circumstances shall the preliminary amount to be paid be higher than the maximum amount of base and Incentive Payments A and D for that Payment Year as set forth on Exhibit G. For the avoidance of doubt, a transfer of suspended payments from the New York Qualified Settlement Fund Escrow pursuant to Section XI does not count toward determining whether the amount to be paid is higher than the maximum amount of base and Incentive Payments A and D for that Payment Year as set forth in Exhibit G.

ORD100

§ V

16

7. The New York Qualified Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by the Settling Distributors into the New York Qualified Settlement Fund Escrow and shall disburse any undisputed amount to New York State and the Participating Subdivisions within fifteen (15) calendar days of the Payment Date or at such later time as directed by New York State.

8. Disputes described in this subsection B shall be resolved in accordance with the terms of Section VII.

C. Procedure for Annual Payment in Payment Years 1 and 2. The process described in Section V.B shall not apply to Payment Years 1 and 2. The procedure in lieu of Section V.B for Payment Years 1 and 2 is as set forth below:

1. The Payment Date for Payment Year 1 shall be 10 days after the Effective Date. By September 30, 2021, the Settling Distributors shall pay into the New York Qualified Settlement Fund Escrow the total amount of the base payment and Incentive Payment A for New York State (the amount specified in Exhibit G) for Payment Year 1. In the event that the condition set forth in Section III.A is not met, the funds held in the New York Qualified Settlement Fund Escrow shall immediately revert to the Settling Distributors. The Payment Year 1 funds in the New York Qualified Settlement Fund Escrow shall be released and the New York Qualified Settlement Fund Administrator shall allocate the Payment Year 1 payment, pursuant to Section VI and Exhibit N, among New York State and the Subdivisions receiving a direct allocation. The Annual Payment for Payment Year 1 shall be transferred by the New York Qualified Settlement Fund Administrator from the New York Qualified Settlement Fund Escrow to the New York Qualified Settlement Fund and then to New York State and those of its Initial Participating Subdivisions on the Effective Date, provided, however, that if the New York Consent Judgment has not been entered as of the Payment Date for Payment Year 1, the funds allocable to New York State and its Participating Subdivisions shall not be transferred from the New York Qualified Settlement Fund Escrow or disbursed until ten (10) calendar days after the entry of the New York Consent Judgment; and, provided further, the Settlement Fund Administrator shall leave in the Settlement Fund Escrow funds allocated to Participating Subdivisions that are not Initial Participating Subdivisions. Should such a Subdivision become a Participating Subdivision between the Initial Participation Date and the Effective Date, the allocation for such Participating Subdivision shall be transferred to the Settlement Fund and paid to the Participating Subdivision at the same time as Initial Participating Subdivisions in that State are paid.

2. The Payment Date for Payment Year 2 shall be July 15, 2022. On or before the Payment Date for Payment Year 2, the Settling Distributors shall pay into the New York Qualified Settlement Fund the total amount of the base payment and Incentive Payment A for State (the amount specified in Exhibit G) due for Payment Year 2. The New York Qualified Settlement Fund Administrator shall disburse such amounts to New York State and its Participating Subdivisions within fifteen (15) calendar days of the Payment Date or at such later time as directed by New York State. At that time, any amounts remaining in the New York Qualified Settlement Fund Escrow for allocations to

ORD100

§ V

17

Subdivisions that have not become Participating Subdivisions shall be transferred to the New York Qualified Settlement Fund.

3. New York Qualified Settlement Fund. Any disputes as to the allocation of the Annual Payments in Payment Years 1 and 2 shall be resolved pursuant to the process set forth in subsection V.B above, except that in Payment Year 1, the Settlement Fund Administrator shall have until ten (10) calendar days after the Initial Participation Date to give notice of the amount to be received by New York State, and the amount to be received by New York State’s Participating Subdivisions.

D. Payment Date for Subsequent Payment Years. For Payment Year 3 and successive Payment Years, the Annual Payment shall be made pursuant to the process set forth in Section V.B, except that, with respect to Payment Year 3, New York State shall have up to the Payment Date for Payment Year 3 to become eligible for Incentive Payment A and thus avoid the reductions set forth in Section XII. If New York State enacts a Bar less than sixty (60) calendar days before the Payment Date for Payment Year 3, Settling Distributors shall pay, within thirty (30) calendar days of the Payment Year 3 Payment Date, the difference between the Annual Payment as calculated by the Settlement Fund Administrator and the amount that would have been owed had the Settlement Fund Administrator taken the Bar into account.

E. Base Payments. Subject to the suspension, reduction and offset provisions set forth in Sections XI and XII, the Settling Distributors shall collectively make base payments equal to 55% of the New York Abatement Amount. These payments will be due in installments consistent with Exhibit G over the eighteen (18) Payment Years and as adjusted by the Settlement Fund Administrator pursuant to the provisions in Sections V, XI and XII.

F. Incentive Payments. Subject to the suspension, reduction, and offset provisions set forth in Sections XI and XII, the Settling Distributors shall collectively make potential additional incentive payments totaling up to a maximum of 45% of the New York Abatement Amount, with the actual amount depending on whether and the extent to which New York State meets the criteria set forth below. The incentive payments shall be divided among four (4) categories, referred to as Incentive Payments A-D. Incentive Payments A-C will be due in installments over the eighteen (18) Payment Years, and Incentive Payment D will be due in installments over thirteen (13) years beginning with Payment Year 6. The incentive payments shall be made to New York State based on its eligibility for that year under the criteria set forth below.

1. Incentive Payment A. Incentive Payment A shall be equal to 40% of the New York Settlement Abatement Amount, provided that New York State satisfies the requirements of Incentive Payment A. Incentive Payment A will be due as part of the Annual Payment in each of the eighteen (18) Payment Years that New York State is eligible for Incentive Payment A and shall equal a total potential maximum of $400,052,837 if New York State is eligible for all eighteen (18) Payment Years. New York State’s share of Incentive Payment A in a given year, provided that New York State is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit G. Eligibility for Incentive Payment A is as follows:

ORD100

§ V

18

a. For the Payment Years 1 and 2, New York State is deemed eligible for Incentive Payment A.

b. For each Payment Year other than Payment Years 1 and 2, New York State is eligible for Incentive Payment A if, as of sixty (60) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as of the Payment Date), (i) there is a Bar in full force and effect, (ii) there is a Settlement Class Resolution in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,000 or 0.10% of New York State’s population, whichever is greater, and Health Districts and Hospital Districts that have at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, clause (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions.

c. Notwithstanding Section V.F.1.b, for each Payment Year other than Payment Years 1 and 2, if New York State is not eligible for Incentive Payment A as of the Incentive Payment Final Eligibility Date, New York State shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years.

d. If the Settling Distributors made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, New York State shall not be eligible for Incentive Payment A thereafter, unless New York State requalifies for Incentive Payment A through any method pursuant to Section V.F.1.b, in which case New York State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Settling Distributor in the interim, except that, if the re-imposition occurs after the completion of opening statements in a trial involving a Released Claim, New York State shall not be eligible for Incentive Payment A (unless this exception is waived by the Settling Distributors).

2. Incentive Payment B. Incentive Payment B shall be available to New York State if it is not eligible for Incentive Payment A for the applicable Payment Year. Incentive Payment B shall be equal to up to 25% of the New York Settlement Abatement Amount. Incentive Payment B will be due as part of the Annual Payment in each of the eighteen (18) Payment Years that New York State is eligible for Incentive Payment B and

ORD100

§ V

19

equal a total potential maximum of $250,033,023 if New York State is eligible for all eighteen (18) Payment Years. New York State’s maximum share of Incentive Payment B in a given year shall equal the total maximum amount available for Incentive Payment B for that year as reflected in Exhibit G. Eligibility for Incentive Payment B is as follows:

a. New York State is not eligible for Incentive Payment B for a Payment Year for which it is eligible for Incentive Payment A.

b. Subject to Section V.F.2.a, the amount of Incentive Payment B for which New York State is eligible in a Payment Year shall be a percentage of that New York State’s maximum share of Incentive Payment B based on the extent to which (A) Litigating Subdivisions are Participating Subdivisions or (B) there is a Case-Specific Resolution against Litigating Subdivisions, collectively, “Incentive B Eligible Subdivisions.” The percentage of New York State’s maximum share of Incentive Payment B that New York State is eligible for in a Payment Year shall be determined according to the table below:

Percentage of Litigating Subdivision Population that is

Incentive B Eligible Subdivision Population5

Incentive Payment B Eligibility Percentage

Up to 85% 0%

85%+ 30%

86+ 40%

91+ 50%

95+ 60%

99%+ 95%

100% 100%

5 The “Percentage of Litigating Subdivision Population that is Incentive B Eligible Subdivision Population” shall be determined by the aggregate population of New York State’s Litigating Subdivisions that are Incentive B Eligible Subdivisions divided by the aggregate population of New York State’s Litigating Subdivisions. In calculating New York State’s population that resides in Litigating Subdivisions, (a) the population of New York State’s Litigating Subdivisions shall be the sum of the population of all Litigating Subdivisions, notwithstanding that persons may be included within the population of more than one Litigating Subdivision, and (b) the population that resides in Incentive B Eligible Subdivisions shall be the sum of the population of the Incentive B Eligible Subdivisions, notwithstanding that persons may be included within the population of more than one Incentive B Eligible Subdivision. An individual Litigating Subdivision shall not be included more than once in the numerator, and shall not be included more than once in the denominator, of the calculation regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit. For the avoidance of doubt, if the population that resides in Incentive B Eligible Subdivisions is less than 85% of the population of Litigating Subdivisions, New York State shall not be eligible for any portion of Incentive Payment B.

ORD100

§ V

20

c. New York State’s Incentive Payment B amount shall be discounted to reflect New York State’s eligibility percentage for that Payment Year per the table above.

d. New York State’s eligibility for Incentive Payment B for a Payment Year with the exception of Payment Year 1, which shall be determined on the Initial Participation Date; provided that the percentage of Incentive Payment B for which New York State is eligible as of the Incentive Payment Final Eligibility Date shall cap its eligibility for that Payment Year and all subsequent Payment Years.

3. Incentive Payment C. Incentive Payment C shall be available to New York State if New York State is not eligible for Incentive Payment A for a Payment Year. Incentive Payment C shall be equal to up to 15% of the New York Settlement Abatement Amount. Incentive Payment C will be due as part of the Annual Payment in each of the eighteen (18) Payment Years that New York State is eligible for Incentive Payment C and equal a total potential maximum of $150,019,814 if New York State is eligible for all eighteen (18) Payment Years. The maximum Incentive Payment C in a given year shall equal the total maximum amount available for Incentive Payment C for that year as reflected in Exhibit G multiplied by New York State’s Incentive Payment C Eligibility Percentage. Eligibility for Incentive Payment C is as follows:

a. New York State is not eligible for Incentive Payment C for a Payment Year in which it is eligible for Incentive Payment A.

b. Subject to Section V.F.3.a, the amount of Incentive Payment C for which New York State is eligible in a Payment Year shall be a percentage of New York State’s maximum share of Incentive Payment C based on the extent to which (A) Non-Litigating Primary Subdivisions with a population over 30,000 and Litigating Subdivisions are Participating Subdivisions or (B) there is a Case-Specific Resolution against Non-Litigating Primary Subdivisions with a population over 30,000 and Litigating Subdivisions, collectively, “Incentive C Eligible Subdivisions.” The percentage of New York’s State’s maximum share of Incentive Payment C that the State is eligible for in a Payment Year shall be determined according to the table below:

Percentage of Relevant Subdivision Population that

is Incentive C Eligible Population 6

Incentive Payment C Eligibility Percentage

Up to 60% 0%

6 The “Percentage of Relevant Subdivision Population that is Incentive C Eligible Population” shall be determined by the aggregate population of Incentive C Eligible Subdivisions divided by the aggregate population of the Non-Litigating Primary Subdivisions with a population over 30,000 and Litigating Subdivisions (“Incentive Payment C Subdivisions”). In calculating the population that resides in Incentive Payment C Subdivisions, (a) the population shall be the sum of the population of all Incentive Payment C Subdivisions, notwithstanding that persons may be

ORD100

§ V

21

Percentage of Relevant Subdivision Population that

is Incentive C Eligible Population 6

Incentive Payment C Eligibility Percentage

60%+ 25%

70%+ 35%

75%+ 40%

80%+ 45%

85%+ 55%

90%+ 60%

93%+ 65%

94%+ 75%

95+ 90%

98+ 95%

100% 100%

c. The amount New York State receives under Incentive Payment C shall be discounted to reflect New York State’s eligibility percentage for that Payment Year per the table above.

d. New York State’s eligibility for Incentive Payment C for a Payment Year shall be determined as of sixty (60) calendar days prior to the Payment Date for that Payment Year with the exception of Payment Year 1, which shall be determined on the Initial Participation Date; provided that the percentage of Incentive Payment C for which New York State is eligible as of the Incentive Payment Final Eligibility Date shall cap its eligibility for that Payment Year and all subsequent Payment Years.

4. Incentive Payment D. Incentive Payment D shall be applied at Payment Year 6. Incentive Payment D shall be equal to 5% of the New York Settlement Abatement Amount. Incentive Payment D will be due as part of the Annual Payment for each of thirteen (13) Payment Years (from Payment Year 6 to Payment Year 18) that New York State is eligible for Incentive Payment D and equal a total potential maximum of $50,006,605 if New York State is eligible for all thirteen (13) Payment Years. New

included within the population of more than one Incentive Payment C Subdivision, and (b) the population that resides in Incentive C Eligible Subdivisions shall be the sum of the population of the Incentive C Eligible Subdivisions, notwithstanding that persons may be included within the population of more than one Incentive C Eligible Subdivision. An individual Incentive Payment C Subdivision shall not be included more than once in the numerator, and shall not be included more than once in the denominator, of the calculation regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit. For the avoidance of doubt, if the population that resides in Incentive C Eligible Subdivisions is less than 60% of the population of Incentive Payment C Subdivisions, New York State shall not be eligible for any portion of Incentive Payment C.

ORD100

§ V

22

York State’s Incentive Payment D in a given year shall equal the total maximum amount set forth in Exhibit G. Eligibility for Incentive Payment D is as follows:

a. New York State is eligible for Incentive Payment D if there has been no Later Litigating Subdivision that has had a Claim against a Released Entity survive more than six (6) months after denial in whole or in part of a Threshold Motion.

b. New York State’s for Incentive Payment D shall be determined as of sixty (60) calendar days prior to the Payment Date. If a Later Litigating Subdivision’s lawsuit survives more than six (6) months after denial in whole or in part of a Threshold Motion after that date, New York State shall not be eligible for Incentive Payment D for the Payment Year in which that occurs and any subsequent Payment Year.

c. Notwithstanding Sections V.F.4, New York State can become re-eligible for Incentive Payment D if the lawsuit that survived a Threshold Motion is dismissed pursuant to a later motion on grounds included in the Threshold Motion, in which case New York State shall be eligible for Incentive Payment D less any litigation fees and costs incurred by Settling Distributor in the interim, except that if the dismissal motion occurs after the completion of opening statements in such action, New York State shall not be eligible for Incentive Payment D.

d. For the avoidance of doubt, New York State may be eligible for Incentive Payment D whether or not it is eligible for Incentive Payments A-C.

5. The eligibility criteria set forth in paragraphs 1-4 above are intended to be consistent with the Global Settlement. To the extent that the Global Settlement is consummated and the terms of the eligibility criteria for Incentive Payments A-D are more favorable to New York State under the Global Settlement than the terms set forth in paragraphs 1-4, the terms of the Global Settlement shall control.

G. Reductions/Offsets. The base and incentive payments are subject to suspension, reduction, and offset as provided in Sections XI and XII.

H. Allocation of Payments among Settling Distributors. Payments due from the Settling Distributors under this Section V, Section VIII, and Section IX will be allocated among the Settling Distributors as follows: McKesson – 38.1%; Amerisource – 31.0%; Cardinal – 30.9%. A Settling Distributor’s sole responsibility for payments under this Agreement shall be to make its share of each payment. The obligations of the Settling Distributors in this Agreement are several and not joint. No Settling Distributor shall be responsible for any portion of another Settling Distributor’s share.

I. Pre-payment Option.

1. Any Settling Distributor shall have the right, subject to the limitations set forth in Section V.I.3, to prepay any base payment or incentive payment in whole or in

ORD100

§ V

23

part, without premium or penalty (a “Settlement Prepayment”) by providing at least fourteen (14) calendar days prior written notice to the New York Qualified Settlement Fund Administrator (a “Prepayment Notice”). Any Prepayment Notice shall specify: (a) the gross amount of the Settlement Prepayment, (b) the manner in which such Settlement Prepayment shall be applied to reduce such Settling Distributor’s future share of Annual Payments (i.e., to which future Annual Payments owed by such Settling Distributor the Settlement Prepayment should be applied) (such manner of application, a “Settlement Prepayment Reduction Schedule”), (c) the net present value of the Settlement Prepayment as of the Prepayment Date based on the Settlement Prepayment Reduction Schedule using a discount rate equal to the prime rate as published by The Wall Street Journal on the date of the Prepayment Notice plus 1.75% (such net present value amount, the “Net Settlement Prepayment Amount”), and (d) the date on which the prepayment will be made, which shall be no more than fifteen (15) calendar days after the date of the Prepayment Notice (the “Prepayment Date”).

2. On the Prepayment Date the Settling Distributor shall pay the Net Settlement Prepayment Amount to the New York Qualified Settlement Fund and such amount shall be used only as specified in Section VI. Following such payment, all future Annual Payments allocated to the applicable Settling Distributor under Sections V.E and V.F shall be reduced pursuant to the Settlement Prepayment Reduction Schedule, and Exhibit G will be updated to give effect to such reduction, and going forward such updated schedule will be Exhibit G.

3. A Settling Distributor’s right to make prepayments shall be subject to the following limitations:

a. Prepayments may apply to base payments or to both base and incentive payments. If the prepayment applies to both base and incentive payments, the prepayments will apply proportionately across base and incentive payments.

b. A Settling Distributor shall make no more than three (3) prepayments over the eighteen (18) year payment term. A Settling Distributor shall not make more than one (1) prepayment in a five (5) year period and there shall not be prepayments made in the first two (2) Payment Years.

c. Prepayments shall only be applied to one (1) or more of the three (3) Payment Years following the prepayment.

d. The total amount of a prepayment of base payments after discounting calculations shall not be larger than the base payment for the Payment Year with the lowest Annual Payment amount affected by the prepayment. The total amount of a prepayment for both base payments and incentive payments shall not be larger than the base payment and anticipated incentive payments for the lowest Payment Year affected by the prepayment. The “anticipated incentive payment” for a future Payment Year shall reflect the

ORD100

§ V

24

incentives earned by New York State as of the time of the prepayment and any offsets or adjustments known at that time.

e. In a Payment Year against which there has been a prepayment, if the amount New York State is calculated to receive is greater than the amount prepaid prior to discounting calculations, the Settling Distributor shall pay the difference. If, in a Payment Year for which there has been a prepayment, the amount that New York State is calculated to receive is less than the amount calculated at the time of the prepayment, there shall be a credit for the difference to the Settling Distributor to be applied in the subsequent Payment Year(s), if any.

4. For illustrative purposes only, attached as Exhibit H are examples showing a Settlement Prepayment, the related calculation of the Net Settlement Prepayment Amount, and the related adjustment to the Settlement Payment Schedule.

J. Significant Financial Constraint.

1. If the Global Settlement does not become effective, Settling Distributor’s allocable share of the Annual Payment for a Payment Year may, at the election of such Settling Distributor, be deferred either (a) up to the amount by which that share plus (i) such Settling Distributor’s share of amounts payable during that Payment Year under Section V and Section VIII and (ii) amounts payable (if any) during that Payment Year by that Settling Distributor under any Other State Resolutions up to the applicable State Caps for the States of such Other State Resolutions, would in total exceed 20% of such Settling Distributor’s total operating cash flow (as determined pursuant to United States generally accepted accounting principles) for its fiscal year that concluded most recently prior to the due date for that Annual Payment; or (b) (i) up to 25% if, as of thirty (30) calendar days preceding that payment date, the company’s credit rating from one or more of the three nationally recognized rating agencies is below BBB or Baa2 or (ii) up to 100% if, as of thirty (30) calendar days preceding that payment date, the company’s credit rating from one or more of the three nationally recognized rating agencies is below BBB- or Baa3. As used herein, the “applicable” State Cap refers to the State that is the beneficiary of the Other State Resolution at issue or, in the case of an Other State Resolution with a Subdivision(s), the State in which such Subdivision(s) is located. In the case of multiple Other State Resolutions in a State (e.g., with the State and/or separately with Subdivisions in it), payments under them shall count cumulatively towards the applicable State Cap.

2. If the reason for exceeding 20% of a Settling Distributor’s total operating cash flow or the decrease in credit rating is substantially attributable to the incurrence of debt to fund post-settlement acquisitions or to the payment of dividends and/or share repurchases that together are of an amount that exceeds the total amount of those two items for the prior fiscal year, no deferral is available. A Settling Distributor shall not be allowed to defer payment for a Payment Year if that Settling Distributor engaged in any share repurchases in the three fiscal quarters prior to the Payment Date for that Payment Year.

ORD100

§ V

25

3. If a Settling Distributor has reason to believe that it will not be able to pay some or all of its allocable share of the Annual Payment for a Payment Year, it shall provide at least ninety (90) calendar days’ prior written notice to the New York Qualified Settlement Fund Administrator and to New York State (a “Deferred Payment Notice”). Any Deferred Payment Notice shall specify and include: (a) the gross amount of the payments owed (including the estimated allocable portion of the Annual Payment, and amounts owed under Section V and Section VIII, by the relevant Settling Distributor); (b) the amount that the Settling Distributor believes it will be unable to pay; (c) the accounting and audited financial documents upon which the Settling Distributor relied for making this determination; and (d) any other relevant information for New York State to consider.

4. A Settling Distributor shall not utilize this provision during the first three (3) Payment Years. If a Settling Distributor defers some or all of the payments due in a Payment Year pursuant to this Section V.J, it shall not repurchase any shares, or fund new acquisitions with an acquisition price greater than $250 million, during the deferral period until the deferred amount is fully repaid with interest. Any amounts deferred shall bear interest at an interest rate equal to the prime rate as published by the Wall Street Journal on the date of the Deferral Payment Notice plus 0.5%.

5. The Settling Distributor shall pay all deferred amounts, including applicable interest on the next Payment Date. If the amounts previously deferred (including interest) together with the Settling Distributor’s share of all payments due for a Payment Year would allow for a deferral under Section V.J.1, the Settling Distributor shall pay as much of the previously deferred amounts (including interest) as it can pay without triggering the ability to defer payment and may defer the remainder as permitted under (and subject to the restrictions of) this Section V.J.

6. Deferrals will apply proportionally across base payments and incentive payments. For the avoidance of doubt, this Section V.J applies fully to Payment Years after the first three (3) Payment Years, including the base payments and all incentive payments due pursuant to this Agreement during the Payment Year at issue.

7. If a Settling Distributor could pay a portion of its allocable share of the Annual Payments due pursuant to this Agreement during a Payment Year without triggering this Section V.J, the Settling Distributor shall be required to pay that portion as scheduled and only the excess would be subject to deferral at the election of the Settling Distributor (in whole or in part) as provided herein.

8. The Settling Distributor shall pay any deferred amounts, including applicable interest on or before the date on which the payment is due for Payment Year 18.

9. If the Global Settlement becomes Effective, this provision shall be superseded by the Significant Financial Constraint provision set forth therein.

ORD100

§ VI

26

K. Participation Tier Calculations. New York State will be eligible for benefits associated with any tier implemented in the Global Settlement. If a suspension is put into effect and it is later determined that the State would have been entitled to additional protection from the suspension due to tier participation, any excess funds captured by the moratorium will be reimbursed. If the Global Settlement does not become effective by July 1, 2022, New York State will be eligible for benefits associated with any tier negotiated in the Global Settlement, based on the level of subdivision participation in New York, provided that the parties negotiating the Global Settlement agreed on tier provisions prior to that settlement’s Preliminary Agreement Date and the provisions are distributed as part of the notice process. Any disputes as to the determination of the Participation Tier shall be decided pursuant to Section VII.

VI. Allocation and Use of Settlement Payments.

A. Payments shall be allocated according to the Intrastate Term Sheet annexed hereto as Exhibit N and incorporated herein by reference, subject to the following provisions:

B. Both the entire New York Abatement Amount and the New York Additional Restitution Amount shall be for Opioid Remediation.

C. Nature of Payment. Each of the Parties and each of the Participating Subdivisions acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims:

1. It has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation;

2. (a) New York State and Participating Subdivisions sought compensatory restitution (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Harms allegedly suffered by New York State and Participating Subdivisions; (b) the Compensatory Restitution Amount is no greater than the amount, in the aggregate, of the Alleged Harms allegedly suffered by New York State and Participating Subdivisions; and (c) the portion of the Compensatory Restitution Amount received by New York State or Participating Subdivision is no greater than the amount of the Alleged Harms allegedly suffered by New York State or Participating Subdivision;

3. The payment of the Compensatory Restitution Amount by the Settling Distributors constitutes, and is paid for, compensatory restitution (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by the Settling Distributors;

4. The Compensatory Restitution Amount is being paid as compensatory restitution (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, New York State and Participating Subdivisions to the same position or condition that they would be in had New York State and Participating Subdivisions not suffered the Alleged Harms; and

ORD100

§ VII

27

5. For the avoidance of doubt: (a) no portion of the Compensatory Restitution Amount represents reimbursement to New York State or any Participating Subdivision or other person or entity for the costs of any investigation or litigation, (b) the entire Compensatory Restitution Amount is properly characterized as described in Section VI.B, and (c) no portion of the Compensatory Restitution Amount constitutes disgorgement or is properly characterized as the payment of statutory or other fines, penalties, punitive damages, or other punitive assessments.

VII. Enforcement

A. The terms of the Agreement and the New York Consent Judgment will be enforceable solely by New York State and the Settling Distributors. Participating Subdivisions shall not have enforcement rights against the Settling Distributors with respect to the Agreement or New York Consent Judgment except as to payments that would be allocated to the Qualified Settlement Fund for subdivision use; provided, however, that New York State shall establish a process for Participating Subdivisions to notify it of any perceived violations of the Agreement or New York Consent Judgment. Nassau County is currently a member of the Enforcement Committee of the Global Settlement according to the draft by-laws of that Committee.

B. The Settling Distributors consent to the jurisdiction of the court in which the New York Consent Judgment is filed for the limited purpose of enforcing this Agreement.

C. The parties to a dispute shall promptly meet and confer in good faith to resolve any dispute. If the parties cannot resolve the dispute informally, and unless otherwise agreed in writing, they shall follow the remaining provisions of this section to resolve the dispute.

D. Disputes not resolved informally shall be resolved in the Court that entered the New York Consent Judgment, except as to disputes involving Injunctive Relief, which shall be governed by Section XIII.

E. If the Global Settlement is consummated, disputes between or among the Parties shall be governed by the enforcement and dispute resolution provisions of the Global Settlement, notwithstanding any contrary provision in this Agreement.

VIII. Plaintiffs’ Attorneys’ Fees and Costs

A. It is the intent of the Parties that the attorneys’ fees and costs for New York State and its Subdivisions shall be addressed consistent with the national settlement, except as set forth in subsection B below.

1. If the Global Settlement is consummated, attorneys’ fees and costs for the Subdivisions shall be addressed through the mechanisms in such national settlement and any accompanying agreement related to attorneys’ fees.

B. Regardless of whether and when the Global Settlement becomes effective, no later than September 30, 2021 or 15 days after the Court orders the Stipulation of Discontinuance with Prejudice entered between the Settling Distributors and Nassau and Suffolk Counties per Section III.B, whichever is later, except for the payment described in paragraph 5 below, which

ORD100

§ VIII

28

shall be made in two equal payments on the Payment Dates for Payment Year 1 and Payment Year 3, the Settling Distributors shall pay:

1. $40,000,000 for Napoli Shkolnik PLLC’s and Simmons Hanly Conroy LLC’s attorney fees in satisfaction of their contingency fee agreements associated with their representation of Nassau and Suffolk Counties which shall be divided according to the allocation percentage of Nassau and Suffolk Counties as set forth in the Intrastate Allocation Agreement annexed hereto as Exhibit N. The firms have provided their wire information to the Settling Distributors for that purpose. Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC shall waive their contingency fee contracts with Nassau and Suffolk Counties, respectively. In consideration for this, Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC further agree that they will seek reimbursement for attorney fees for Nassau County and Suffolk County and other New York State clients from the Global Settlement Contingency Fee Fund and/or Global Settlement Common Benefit Fund, if effective, or the New York State equivalent, if not, and will not otherwise seek to enforce their contingency fee contracts. Napoli Shkolnik PLLC and Simmons Hanly LLC shall direct the administrators of the Global Settlement Contingency Fee Fund and the Global Settlement Common Benefit Funds to disburse any and all payments allocated to each of those firms to the Settling Distributors until the Settling Distributors have been repaid the $40,000,000 paid under this provision. To the extent that Napoli Shkolnik PLLC’s and Simmons Hanly Conroy LLC’s allocations from those funds and from the Subdivision Cost Fund in paragraph 2 below do not total the sum of $40,000,000 and any amount by which litigation costs and expenses approved by the Court in paragraph 2 exceeds the amount of litigation costs and expenses allocated from the Global Subdivision Cost Fund, they will repay Settling Distributors directly. For the avoidance of doubt, Settling Distributors will recoup all amounts paid under this paragraph and the next paragraph from the Global Settlement Contingency Fee Fund, the Global Settlement Common Benefit Fund, the Global Settlement Subdivision Cost Fund, and/or Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC and shall be fully indemnified by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC.

2. Up to $10,000,000 for litigation costs and expenses associated with Napoli Shkolnik PLLC’s and Simmons Hanly Conroy LLC’s representation of Nassau and Suffolk Counties, provided the costs and expenses are documented according to the requirements under the Global Settlement. The firms have provided their wire information to the Settling Distributors for that purpose. This amount will be the actual documented litigation costs and expenses associated with Suffolk and Nassau Counties and in no event shall exceed $10,000,000. The initial disbursements will be $5,000,000 to each firm. Each firm shall submit costs to the Court for approval. Any costs not approved shall revert to the Settling Distributors. If the Global Settlement becomes effective, Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC will submit the same litigation costs and expenses to the Global Settlement Subdivision Cost Fund and Subdivision Cost Fund and will direct the administrator of the Global Settlement Subdivision Cost Fund to disburse the amount allocated for litigation costs and expenses to the Settling Distributors. In the event there is a difference between the costs and expenses approved by the Court and the administrator of the Global Settlement Cost Fund, such difference shall be addressed as described in paragraph 1.

ORD100

§ VIII

29

3. $20,000,000 in additional costs and expenses to Nassau County to be paid to Nassau County’s counsel, Napoli Shkolnik PLLC, on behalf of Nassau County pursuant to wire instructions to be provided.

4. $20,000,000 in additional costs and expenses to Suffolk County to be paid to Suffolk County’s counsel, Simmons Hanly Conroy LLC, on behalf of Suffolk County pursuant to wire instructions to be provided.

5. $30,000,000 to be allocated to New York State towards New York State’s fees and expenses. Counsel for the State of New York shall submit litigation costs and expenses to the State Cost Fund of the Global Settlement. The $30,000,000 payable under this paragraph shall be paid in equal amounts on the Payment Dates for Payment Year 1 and Payment Year 3. To the extent that the State of New York is awarded costs and expenses by the administrator of the Global Settlement State Cost Fund, the State of New York shall direct the administrator to disburse any and all payments to Settling Distributors. If the New York Additional Restitution Amount exceeds the amount set forth in Exhibit G, then the amount due under this paragraph shall be reduced dollar for dollar by that excess amount.

6. Nassau and Suffolk Counties agree to submit to the Global Settlement Subdivision Cost Fund to compensate direct in-house litigation costs for expenditures related to their litigation against the Settling Distributors including the cost of in-house employees. If it is determined that those Counties are eligible to receive an amount greater than $10,000,000, the Counties shall direct the administrator of the Subdivision Cost Fund to disburse any and all payments in excess of $10,000,000 to the Settling Distributors up to an amount no more than $20,000,000.

C. If the Global Settlement is not effective by July 1, 2022, the Settling Distributors shall pay into the New York Qualified Settlement Fund the following amounts:

1. $27,862,154 to reimburse Participating Subdivision attorney fees upon application by eligible counsel who waive enforcement of their contingency fee contracts. This amount was calculated assuming that the contingency fee portion of the contemplated Global Settlement fee fund will be 40% of the total and that New York litigants’ share of the contingency fee fund would parallel its allocation. If there is a later determination that changes any of these assumptions, this payment will be adjusted accordingly.

2. Litigation costs incurred by the Participating Subdivisions other than Nassau County and Suffolk County, as follows: Litigating Subdivisions shall submit litigation costs to the New York Qualified Settlement Administrator, who shall review and approve fully documented litigation costs, which shall then be paid by Settling Distributors, within 60 days of such determination, up to a maximum of $3,750,000. In the event that the approved litigation costs paid exceed $3,750,000, the New York Qualified Settlement Fund Administrator shall reduce such claims pro rata.

ORD100

§ IX

30

3. The amounts paid by Settling Distributors under this Section VIII.C will be paid consistent with the schedule set forth in the Global Settlement as it was distributed to the States for their consideration for participation on the schedule set forth in Exhibit G.

IX. New York Additional Restitution Amount

A. New York Additional Restitution Amount. Pursuant to the schedule set forth in Exhibit G, the Settling Distributors shall pay an Additional Restitution Amount to New York State. Such funds shall be paid, on the schedule set forth in Exhibit G, on the Payment Date for each relevant Payment Year.

B. Use of Funds. All funds paid under this Section IX shall be part of the Compensatory Restitution Amount, shall be used for Opioid Remediation and shall be governed by the same requirements as specified in Section VI.C.

X. Release

A. Scope. As of the Effective Date, the Released Entities are hereby released and forever discharged from all Released Claims. New York State (for itself and its Releasors) and each Participating Subdivision hereby absolutely, unconditionally, and irrevocably covenant not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in this Agreement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of New York State and its Attorney General to release claims. This Agreement shall be a complete bar to any Released Claim.

B. Claim-Over and Non-Party Settlement.

1. It is the intent of the Parties that: Released Entities should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Agreement; the payments made under this Settlement Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out or, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity); Claims by Releasors against non-Parties should not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and the Settlement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party’s liability to any other parties. The provisions of this Section X.B are intended to be implemented consistent with these principles.

2. This Agreement and the releases and dismissals provided for herein are made in good faith.

ORD100

§ X

31

3. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner, provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a Claim-Over against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts.

4. To the extent that, on or after the Initial Participation Date, any Releasor enters into a Non-Party Settlement, including in any bankruptcy proceeding or through any plan of reorganization, the Releasor will include, unless prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from the Settling Distributors in Section X.B.3, or a release from such non-Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the prohibition and/or release required by this subsection is a material term of this Agreement. If a Releasor uses best efforts (which must be documented and substantiated by such Releasor) to obtain such prohibition and/or release but is unable to do so, the Released Entities’ remedy is that Section X.B.5 applies. For purposes of this Section X.B, references to “settle” or “settlement” include consent or stipulated judgments and other forms of relief that the Releasor does not oppose.

5. If any Releasor settles a Non-Party Covered Conduct Claim with any Non-Released Entity and fails, following documented and substantiated best efforts, to obtain the prohibition and/or release required by Section X.B.4, and if the non-Released Entity in turn asserts a Claim-Over, the following shall apply:

a. The Released Entity shall move to dismiss such Claim-Over on the grounds that this Agreement moots or otherwise extinguishes the Claim-Over. Each Releasor, with respect to any proceeding to which it is a party, shall not unreasonably withhold consent to and shall join in such motion. The Released Entity shall move to dismiss, in litigation, arbitration, or other appropriate proceeding, such Claim-Over on the grounds that this Agreement moots or otherwise extinguishes the Claim-Over. Each Releasor, with respect to any proceeding to which it is a party, shall not unreasonably withhold consent to and shall join in such motion.

b. If the Claim-Over proceeds despite such motion (including if material substantive proceedings are permitted to go forward during the pendency of such motion), the Releasor shall reduce the settlement it obtained against such non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law, including, if necessary, by returning monies paid to the Releasor by the non-Released Entity, and shall fully hold the Released Entity harmless from such Claim-Over (including, if necessary, by returning monies paid by Released Entities to the Releasor under this Agreement).

ORD100

§ X

32

6. In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a non-Released Entity that does not contain a prohibition like that in Section X.B.3 or any Releasor files a Non-Party Covered Conduct Claim against a non-Released Entity in bankruptcy:

a. If the non-Released Entity in turn successfully asserts a Claim-Over against a Released Entity, except as provided in Section X.B.7, the Releasor shall reduce its Claim and any judgment it has obtained or may obtain against such non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law, including, if necessary, by returning monies paid to the Releasor in satisfaction of a judgment against or settlement with the Non-Released Entity, and to fully hold the Released Entity harmless from such Claim-Over (including, if necessary, by returning monies paid by Released Entities to the Releasor under this Agreement).

b. For purposes of this provision, successful assertion of a Claim-Over means either (i) a final monetary judgment in litigation, arbitration or other proceeding; provided that the applicable State Attorney(s) General had notice of and opportunity to intervene in the proceeding giving rise to such judgment or (ii) a settlement; provided that the Released Entity sought the applicable State Attorney(s) General’s consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment against the Released Entity resolve claims that are not Claim-Over claims, the reduction of the Claim and/or judgment shall be for the Claim-Over portion only, which shall be distinguishable in the judgment.

c. The Released Entity will take reasonable and necessary steps to defend against the Claim-Over and will consent to the intervention of any Releasor seeking to defend against the Claim-Over. Each Releasor, with respect to any proceeding to which it is a party, shall not unreasonably withhold consent to and shall join in, and with respect to all other proceedings shall not unreasonably withhold consent to, any motion by any of the Released Entities to dismiss any Claim-Over on the grounds that this Agreement moots or otherwise extinguishes any such Claim-Over.

7. To the extent that the Claim-Over is based on a contractual indemnity, the obligations under Section X.B.4, Section X.B.5, and Section X.B.6 shall extend solely to a Non-Party Covered Conduct Claim against a pharmacy, clinic, hospital or other purchaser or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor. Each Settling Distributor shall notify New York State, to the extent permitted by applicable law, in the event that any of these types of non-Released Entity asserts a Claim-Over arising out of contractual indemnity against it.

8. The Parties to this Agreement recognize that these Claim-Over provisions are under negotiation in the Global Settlement and that any Claim-Over

ORD100

§ X

33

provision negotiated therein will supersede this one if the Global Settlement becomes effective.

C. General Release. In connection with the releases provided for in this Agreement, New York State (for itself and its Releasors) and each Participating Subdivision expressly waive, release, and forever discharge any and all provisions, rights, and benefits conferred by any law of any New York 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 New York State (for itself and its Releasors) and each Participating Subdivision hereby expressly waive and fully, finally, and forever settle, release and discharge, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect New York State’s decision to enter into this Agreement or the Participating Subdivisions’ decision to participate in this Agreement.

D. Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in this Agreement, and/or any New York Consent Judgment or other judgment entered on this Agreement, gives rise to under applicable law.

E. Representation and Warranty. The signatories hereto on behalf of New York State expressly represent and warrant that they have (or have obtained, or will obtain no later than the Initial Participation Date) the authority to settle and release, to the maximum extent of New York State’s power, all Released Claims of (1) New York 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 New York State’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation of a pharmaceutical distribution license;7 and (4) any Participating Subdivision. 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 New York State’s Governor. Also for the purposes of clause (3), a release from New York State’s Governor is sufficient to demonstrate that the appropriate releases have been obtained.

7 In New York State, the department and agency that have the duties and powers in clauses (2) and (3) are the Department of Health and the Department of Financial Services.

ORD100

§ XI

34

F. Effectiveness. The releases set forth in this Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors. Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the New York Qualified Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the New York Qualified Settlement Fund or any portion thereof.

G. Cooperation. Releasors (1) will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with and not oppose any effort by Settling Distributors to secure the prompt dismissal of any and all Released Claims.

H. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, Claims for liability under tax law, Claims under securities law by New York State as an investor, Claims against parties who are not Released Entities, Claims by private individuals and any claims arising under this Agreement for enforcement of this Agreement.

XI. Later Litigating Subdivisions

A. Released Claims against Released Entities. Subject to Section XI.B, the following shall apply in the event a Later Litigating Subdivision maintains a lawsuit for a Released Claim against a Released Entity after the Effective Date:

1. The Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify New York State and New York Qualified Settlement Fund Administrator immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim, and shall not oppose New York State’s submission in support of the Threshold Motion.

2. The provisions of this Section XI.A.2 apply if the Later Litigating Subdivision is a Primary Subdivision (except as provided in Section XI.A.2.f):

a. If a lawsuit including a Released Claim survives until the Suspension Deadline for that lawsuit, the New York Qualified Settlement Fund Administrator shall calculate the Suspension Amount applicable to the next Payment due from the Settling Distributor(s) at issue and apportioned to New York State and the Participating Subdivisions; provided, however, that the Suspension Amount for a Payment Year cannot exceed the Suspension Cap. The Suspension Amount shall be paid into the New York Qualified Settlement Fund Escrow account. If the Suspension Amount exceeds the Suspension Cap for that Payment Year, then the remaining amount will be paid into the New York Qualified Settlement Fund Escrow in the following Payment Year, subject to the Suspension Cap, and so forth in each succeeding Payment Year until the entire Suspension Amount has been paid into the New York Qualified Settlement Fund Escrow or the Released Claim is resolved, as provided below, whichever comes

ORD100

§ XI

35

first. A suspension does not apply during the pendency of any appeal dismissing the lawsuit for a Released Claim in whole.

b. If the Released Claim is resolved with finality without requirement of payment by the Released Entity, the placement of any remaining balance of the Suspension Amount into the New York Qualified Settlement Fund Escrow shall cease and the New York Qualified Settlement Fund Administrator shall immediately transfer amounts in the New York Qualified Settlement Fund Escrow on account of the suspension to New York State and the Participating Subdivisions. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise.

c. If the Released Claim is resolved with finality on terms requiring payment by the Released Entity, the New York Qualified Settlement Fund Administrator will transfer the amounts in the New York Qualified Settlement Fund Escrow on account of the suspension to the Settling Distributor(s) at issue necessary to satisfy the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. If any balance remains in the New York Qualified Settlement Fund Escrow on account of the suspension after transfer of the amount necessary to satisfy the payment obligation, the New York Qualified Settlement Fund Administrator will immediately transfer the balance to New York State and the Participating Subdivisions. If the payment obligation of the Released Entity to the relevant Later Litigating Subdivision exceeds the amounts in the New York Qualified Settlement Fund Escrow on account of the suspension, the Settling Distributor at issue shall receive a dollar-for-dollar offset, subject to the yearly Offset Cap, for the excess amount against its obligation to pay its allocable share of Annual Payments that would be apportioned to New York State and to the Participating Subdivisions. The offset shall be applied as follows: first against the Settling Distributor’s allocable share of the Annual Payment due in Payment Year 18, up to the Offset Cap for that Payment Year, with any remaining amounts above the Offset Cap applied against the Settling Distributor’s allocable share of the Annual Payment due in Payment Year 17, up to the Offset Cap for that Payment Year, and so forth for each preceding Payment Year until the entire amount to be offset has been applied or no future Payment Years remain.

d. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, and the Released Claim did not give rise to a suspension of Annual Payments (e.g., because it was resolved during Payment Years 1 or 2, during which New York State is deemed eligible for Incentive Payment A and thus no suspension of payments took place, as provided by Section XI.B), the Settling Distributor at issue shall receive a dollar-for-dollar offset, subject to the yearly Offset Cap, for the amount paid. The offset shall be applied against the relevant Settling Distributor’s allocable portion of the Annual Payments starting in Payment Year 18 and working backwards as set forth in Section XI.A.2.c. If the lawsuit for a Released Claim is

ORD100

§ XI

36

otherwise resolved by the Released Entity, without the Settling Distributor filing a Threshold Motion despite an opportunity to do so, and the Released Claim did not give rise to a suspension of any Settling Distributor’s portion of any Annual Payments, the Settling Distributor at issue shall not receive any offset for the amount paid.

e. If more than one Primary Subdivision becomes a Later Litigating Subdivision, a single Suspension Cap applies and the total amounts deducted from the Annual Payment in a given Payment Year cannot exceed the Suspension Cap. For the avoidance of doubt, an individual Primary Subdivision shall not trigger more than one suspension regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit.

f. This Section XI.A.2 shall not apply with respect to a Primary Subdivision that is either (i) a Later Litigating Subdivision under clause (3) of the definition of that term solely because a legislative Bar or legislative Case-Specific Resolution applicable as of the Effective Date is invalidated by judicial decision after the Effective Date or (ii) a Later Litigating Subdivision under clause (4) of the definition of that term. Such a Primary Subdivision shall be treated as a General Purpose Government under Section XI.A.3.

3. The terms of this Section XI.A.3 apply if a Later Litigating Subdivision is not a Primary Subdivision (except for Primary Subdivisions referenced in Section XI.A.2.f) but is a General Purpose Government, School District, Health District or Hospital District: if the Released Claim is resolved with finality on terms requiring payment by the Released Entity, the Settling Distributor at issue shall receive a dollar-for-dollar offset, subject to the yearly Offset Cap, for the amount paid against its portion of the obligation to make Annual Payments that would be apportioned to New York State and to the Participating Subdivisions. The offset shall be applied as follows: first against the relevant Settling Distributor’s allocable share of the Annual Payment due in Payment Year 18, up to the Offset Cap for that Payment Year, with any remaining amounts above the Offset Cap applied against the Payment due in Payment Year 17, up to the Offset Cap for that Payment Year, and so forth for each preceding Payment Year until the entire amount to be offset has been applied or no future Payment Year remains. If the Released Claim is resolved on terms requiring payment during the first two (2) Payment Years, in no case will any amounts be offset against the amounts due in Payment Years 1 and 2.

4. In no event shall the total of Suspension Amounts and offsets pursuant to this Section applicable to New York State in a Payment Year for that Payment Year exceed the Offset Cap for New York State. If, in a Payment Year, the total of Suspension Amounts and offsets applicable to New York State exceeds the Offset Cap, the Suspension Amounts shall be reduced so that the total of Suspension Amounts and offsets equals the Offset Cap.

5. For the avoidance of doubt, any offset pursuant to this Section XI that is not eligible for Incentive Payment A shall continue to apply even if New York State subsequently becomes eligible for Incentive Payment A.

ORD100

§ XI

37

6. “Terms requiring payment” shall mean (i) a final monetary judgment or (ii) a settlement; provided that the Released Entity sought the New York State Attorney General’s consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement resolve claims that are not Released Claims, the offset shall be for the Released Claims portion only, which shall be distinguishable in the judgment or settlement.

B. Exceptions.

1. Section XI.A shall not apply where New York State meets the eligibility criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as expressly provided therein. For the avoidance of doubt, because New York State is deemed eligible for Incentive Payment A for Payment Years 1 and 2 under Section V.F.1.c, a suspension of Payments under Section XI.A.2 shall not apply to New York State for those Payment Years.

2. An offset under Sections XI.A.2 and XI.A.3 shall not apply where the Later Litigating Subdivision opted out of a Settlement Class Resolution at issue that was in full force and effect as of the due date of the payment for Payment Year 2 and that remains in full force and effect; provided that an offset relating to that Subdivision may apply under Section XII.

3. Section XI.A shall not apply where the Later Litigating Subdivision seeks less than $10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit for a Released Claim at issue.

4. An offset under Section XI.A.3 shall not apply where the applicable Participation Tier is Participation Tier 1 and the population of the Later Litigating Subdivision is under 10,000.

5. If the applicable Participation Tier is Participation Tier 2 or higher, and the Later Litigating Subdivision has a population less than 10,000, the offset under Section XI.A.3 shall only apply to amounts paid pursuant to a settlement or judgment that are over $10 million per case or resolution. Any type of consolidated or aggregated or joined or class actions, however styled, shall be considered a single case, and any resolutions that occur within a sixty (60) calendar day period of each other and involve Later Litigating Subdivisions that share some common counsel and/or are in New York State or are created by the same or related judgments, settlement agreements, or other instruments or are conditioned upon one another, shall be considered a single resolution. For the avoidance of doubt, any such case or resolution shall have only a single $10,000,000 exemption from the offset under Section XI.A.3.

C. No Effect on Other Provisions. A suspension, reduction or offset under Section XI.A shall not affect the Injunctive Relief Terms or the New York Consent Judgment.

ORD100

§ XII

38

XII. Reductions/Offsets

A. Offset Relating to Incentive Payment A. If New York State is not eligible for Incentive Payment A at the third Payment Date,8 Settling Distributors shall receive an offset.9 The offset shall be the dollar amount difference between (1) the total amount of the Incentive Payment A due from Settling Distributors on the Effective Date and on the Payment Date for Payment Year 2 allocated to New York State and the Participating Subdivisions, and (2) the total amount of Incentive Payments B and C that would have been due from Settling Distributors on the Effective Date and on the Payment Date for Payment Year 2 so allocated but for New York State’s deemed eligibility for Incentive Payment A. The offset shall be applied in equal installments to reduce the Settling Distributor’s Payments for Payment Years 3 through 7 that would be apportioned to New York State or the Participating Subdivisions, and shall remain applicable even if that New York State subsequently becomes eligible for Incentive Payment A.

B. Settlement Class Resolution Opt Outs. If New York State is eligible for Incentive Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty (60) calendar days prior to the scheduled start of a trial involving a Released Claim, and is resolved with finality on terms requiring payment by the Released Entity, the Settling Distributor at issue shall receive a dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive Payment A payments that would be apportioned to New York State or Participating Subdivisions. For the avoidance of doubt, an offset shall not be applicable under this subsection B if it is applicable under Section XI.A with respect to the Subdivision at issue.

C. Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If the Settling Distributors made any Annual Payments that included any incentive payments earned as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution after the determination of the amount of such Annual Payment, and there is subsequently a Revocation Event with respect to that Bar, Settlement Class Resolution, or Case-Specific Resolution, the Settling Distributors shall receive a dollar-for-dollar offset against the portion of remaining Annual Payments that would be allocated to New York State and the Participating Subdivisions. This offset will be calculated as the dollar amount difference between (1) the total amount of incentive payments paid by the Settling Distributors by virtue of the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event and (2) the total amount of incentive payments that would have been due from the Settling Distributors during that time had the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event not been in effect. The amount of Incentive Payments that would have been due, referenced in clause (2) above, will be calculated one hundred eighty (180) calendar days after the Revocation Event; for purposes of calculating the amount of incentive payments that 8 In the event that New York State has passed a legislative bar before the Payment Date for Payment Year 3 that would otherwise qualify New York State for Incentive Payment A, but such legislation is not effective until a date in 2023 after the Payment Date for Payment Year 3, New York State will not be required to make the offset required by this Section XIV.A. 9 For purposes of this provision, in determining whether New York State would not be eligible for Incentive Payment A for Payment Year 3, the criteria set forth in Section V.F.1.b shall apply to that Payment Year.

ORD100

§ XIII

39

would have been due, any relevant Subdivision shall be included as a Participating Subdivision if: (1) its Released Claims are extinguished by any subsequent Bar, Settlement Class Resolution, or Case-Specific Resolution in effect as of the date of such calculation, or (2) it becomes a Participating Subdivision (in addition to all other Participating Subdivisions) prior to the date of such calculation.

D. Certain Taxes. Amounts paid by a Settling Distributor under an Opioid Tax in New York State in a Payment Year shall give rise to a dollar-for-dollar offset against that Settling Distributor’s obligation to pay its share of the Annual Payment in that Payment Year that would be allocated to New York State or Participating Subdivisions in it. If such amounts paid exceed that Settling Distributor’s share of the Annual Payment allocable to New York State or Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset against its allocable share of remaining Annual Payments that would be allocated to New York State or Participating Subdivisions.

E. Not Subject to Suspension Cap or Offset Cap. For the avoidance of doubt, neither the Suspension Cap nor the Offset Cap apply to the offsets and reductions set forth in this Section XII.

XIII. Injunctive Relief

A. It is the intent of the Parties that significant injunctive relief shall be implemented through the Global Settlement that will benefit New York State as a whole (including Suffolk and Nassau Counties), as well as other States. A draft version of the proposed Injunctive Relief Term Sheet is annexed hereto as Exhibit R.

1. New York State, Suffolk County, and Nassau County currently intend to participate in such settlement and shall benefit from the injunctive relief set forth therein.

2. In the event that the Global Settlement is not consummated, the parties will meet and confer about elements of the injunctive relief that can be implemented in New York State on a statewide-only basis, with the understanding that:

a. Implementation of injunctive terms on a New York State-only basis is limited and creates additional costs to Settling Distributors, given their nationwide operations;

b. Elements of injunctive relief for this Agreement shall include those terms that have been negotiated for Global Agreement that can reasonably be implemented on a statewide-only basis. The Sections of Exhibit R that will be considered by the Parties for implementation are Sections I through XIV, and XVI, which, among other things, set forth requirements for internal controls, oversight, training, tracking, and prevention designed to prevent improper distribution of opioids; and

c. The parties agree that modifications will be necessary before Sections VIII, IX, X, XI, XII, XIII, XIV, XVI of Exhibit R can be implemented with respect to conduct that occurs solely within the State of New York. The

ORD100

§ XIV

40

parties further agree that modifications may be required before Sections I, II, III, IV, V, VI and VII of Exhibit R can be implemented in the event that the Global Settlement is not consummated. A Settling Distributor shall be under no obligation to implement any of the requirements contained in Exhibit R until the meet and confer process is completed and there is agreement as to the necessary modifications.

3. In the event the meet and confer does not lead to agreement on Statewide injunctive terms, the matter will be submitted to arbitration.

XIV. Miscellaneous

A. Population of General Purpose Governments. The population figures for General Purpose Governments shall be the published U.S. Census Bureau’s population estimates for July 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement.

B. Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used other than Section V.F.1.b: (a) School Districts’ population will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act (“IDEA”) or Section 504 of the Rehabilitation Act of 1973; (b) Health Districts’ and Hospital Districts’ population will be measured at 25% of admissions; and (c) all other Special Districts’ (including Fire Districts’ and Library Districts’) population will be measured at 10% of the population served.

C. Population Associated with Sheriffs. For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at 20% of the capacity of the jail(s) operated by the sheriff.

D. No Admission. The Settling Distributors do not admit liability or wrongdoing. Neither this Agreement nor the New York 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 is the understanding and intent of the parties that this Agreement shall not be entered into evidence in any other action against the Settling Distributors, among other reasons, because it is not relevant to such action.

E. Most-Favored-Nation Provision. If, after execution of this Agreement, there is a collective resolution—through settlement, bankruptcy, or other mechanism—of substantially all Claims against the Settling Distributors via the Global Settlement under which New York State or Nassau or Suffolk Counties would have received a greater monetary amount than the sum of all amounts provided in this Agreement, Settling Distributors shall remit to New York State or Nassau or Suffolk Counties the difference between the sums of the amounts provided in this Agreement and the monetary amount that New York State or Nassau or Suffolk Counties would have received if they had been participants in the Global Settlement according to the payment schedule in the Global Settlement.

F. Tax Cooperation and Reporting.

ORD100

§ XIV

41

1. Upon request by any Settling Distributor, New York State and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for the Settling Distributors to establish the statements set forth in Section VI.C and to track and assist in the report of remediation disbursements as agreed to among the Settling Distributors to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.

2. Without limiting the generality of Section XIV.F.1, New York State, Nassau County, Suffolk County and each Participating Subdivision shall cooperate in good faith with any Settling Distributor with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.

3. New York State, on behalf of itself and all Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). If the Global Settlement does not become effective by July 1, 2022, New York State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit I, Exhibit J, and Exhibit K with respect to each of the Settling Distributors and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by the respective Settling Distributors, and (b) provides to each of the Settling Distributors a copy of (i) the IRS Form 1098-F filed with respect to such Settling Distributor and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section VI.C.

4. New York State and its Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to paragraph 3, and any similar document, shall be prepared and filed in a manner consistent with reporting each Settling Distributor’s portion of the New York Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and each Settling Distributor’s portion of the Compensatory Restitution Amount as “Restitution/remediation amount” in Box 2 of IRS Form 1098-F, as reflected in the attached Exhibit I, Exhibit J, and Exhibit K. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIV.F other than an IRS Form 1098-F in the form attached as Exhibit I, Exhibit J, and Exhibit K, New York State shall direct and ensure that the Appropriate Official provides to each Settling Distributor a draft of such return, amended return, or written statement in respect of such Settling Distributor no later than sixty (60) calendar days prior to the due date thereof and shall accept and reflect any reasonable comments of such Settling Distributor on the return, amended return, or written statement in respect of such Settling Distributor.

ORD100

§ XIV

42

5. For the avoidance of doubt, neither the Settling Distributors nor New York State and Participating Subdivisions make any warranty or representation to New York State, Nassau County, Suffolk County, any Participating Subdivision or any Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof).

G. Bankruptcy. The following provisions shall apply if a Settling Distributor enters Bankruptcy (a Settling Distributor which does so and takes the actions, or is otherwise subjected to the actions, referred to in (i) and/or (ii) herein being referred to as a “Bankrupt Settling Distributor”) and (i) the Bankrupt Settling Distributor’s bankruptcy estate recovers, pursuant to 11 U.S.C. § 550, any payments made under this Agreement, or (ii) this Agreement is deemed executory and is rejected by such Settling Distributor pursuant to 11 U.S.C. § 365:

1. In the event that New York State deems (by written notice to the Settling Distributors other than the Bankrupt Settling Distributor) that the financial obligations of this Agreement have been terminated and rendered null and void as to such Bankrupt Settling Distributor (except as provided in subparagraph a below) due to a material breach by such Bankrupt Settling Distributor, whereupon, with respect to New York State:

a. all agreements, all concessions, all reductions of Releasing Parties’ Claims, and all releases and covenants not to sue, contained in this Agreement shall immediately and automatically be deemed null and void as to such Bankrupt Settling Distributor; New York State shall be deemed immediately and automatically restored to the same position it was in immediately prior to their entry into this Agreement in respect to such Bankrupt Settling Distributor and New York State shall have the right to assert any and all claims against such Bankrupt Settling Distributor in the Bankruptcy or otherwise, subject to any automatic stay, without regard to any limits or agreements as to the amount of the settlement otherwise provided in this Agreement; provided, however, that notwithstanding the foregoing sentence, (i) all reductions of Releasing Parties’ Claims, and all releases and covenants not to sue, contained in this Agreement shall remain in full force and effect as to all persons or entities other than the Bankrupt Settling Distributor itself; and (ii) in the event New York State asserts any Released Claim against a Bankrupt Settling Distributor after the rejection and/or termination of this Agreement with respect to such Settling Distributor as described in this Section XIV.G.1.a and receives a judgment, settlement or distribution arising from such Released Claim, then the amount of any payments that New York State has previously received from such Bankrupt Settling Distributor under this Agreement shall be applied to reduce the amount of any such judgment, settlement or distribution (provided that no credit shall be given against any such judgment, settlement or distribution for any payment that New York State is required to disgorge or repay to the Bankrupt Settling Distributor’s bankruptcy estate); and

b. New York State may exercise all rights provided under the federal Bankruptcy Code (or other applicable bankruptcy or non-bankruptcy

ORD100

§ XIV

43

law) with respect to its Claims against such Bankrupt Settling Distributor subject to all defenses and rights of the Bankrupt Settling Distributor.

H. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not New York State or a Released Entity. New York State may not assign or otherwise convey any right to enforce any provision of this Agreement.

I. Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and the New York Consent Judgment 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 Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or the New York Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the New York Consent Judgment.

J. Retention of Jurisdiction. The Supreme Court, County of Suffolk, Justice Jerry Garguilo, shall retain jurisdiction of the Parties for the purpose of this Agreement, including its interpretation and enforcement.

K. Successors. This Agreement is binding upon, and inures to the benefit of, a Settling Distributor’s successors and assigns. A Settling Distributor shall not, in one (1) transaction or a series of related transactions, sell or transfer U.S. assets having a fair market value equal to twenty-five percent (25%) or more of the consolidated assets of such Settling Distributor (other than sales or transfers of inventories, or sales or transfers to an entity owned directly or indirectly by such Settling Distributor) where the sale or transfer is announced after the Effective Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize such Settling Distributor’s ability to make the payments under this Agreement that are due on or before the third Payment Date following the close of a sale or transfer transaction, unless the Settling Distributor obtains the acquiror’s agreement that it will be either a guarantor of or successor to the percentage of that Settling Distributor’s remaining Payment Obligations under this Agreement equal to the percentage of the Settling Distributor’s consolidated assets being sold or transferred in such transaction. Percentages under this subsection K shall be determined in accordance with United States generally accepted accounting principles and as of the date of the Settling Distributor’s most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or transfer agreement at issue. Any objection under this subsection K not raised within twenty (20) calendar days of the announcement of the relevant transaction is waived.

L. 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.

M. Modification. This Agreement may be modified by a written agreement of the Parties or, in the case of the New York Consent Judgment, by court proceedings resulting in a

ORD100

§ XIV

44

modified judgment of the Court. For purposes of modifying this Agreement or the New York Consent Judgment, Settling Distributors may contact the New York Attorney General for purposes of coordinating this process.

N. No Waiver. Any failure by any Party to this Agreement 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.

O. Entire Agreement. This Agreement represents the full and complete terms of the settlement entered into by the Parties hereto, except as provided herein. In any action undertaken by the Parties, no prior versions of this Agreement and no prior versions of any of its terms may be introduced for any purpose whatsoever.

P. 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.

Q. Notice. All notices under this Agreement shall be provided to the following via email and overnight delivery to:

Copy to AmerisourceBergen Corporation’s attorneys at: Michael T. Reynolds Cravath, Swaine & Moore LLP 825 8th Avenue New York, NY 10019 [email protected] Copy to Cardinal Health, Inc.’s attorneys at: Elaine Golin Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 [email protected] Copy to McKesson Corporation’s attorneys at: Thomas J. Perrelli Jenner & Block LLP 1099 New York Avenue, NW, Suite 900 Washington, DC 20001-4412 [email protected] Copy to New York State at: Noah Popp Assistant Attorney General Office of the Attorney General of the State of New York

ORD100

§ XIV

45

28 Liberty Street, New York, New York, 10005 [email protected] For Plaintiff Nassau County: Salvatore C. Badala Napoli Shkolnik PLLC 400 Broadhollow Road Melville, NY 11747 Phone: (212) 397-1000 [email protected] For Plaintiff Suffolk County: Jayne Conroy Simmons Hanly Conroy LLC 112 Madison Ave 7th Floor New York, NY 10016 Phone: (212) 257-8482 [email protected]

[Signatures begin on next page.]

ORD100

Authorized and agreed to by:

Dated: THE PEOPLE OF THE STATE OF NEW YORK By:

Jennifer Levy First Deputy Attorney General

7/20/21

ORD100

ORD100

Authorized and agreed to by: Dated:

THE COUNTY OF NASSAU, NEW YORK By:

Name: Title:

John B. ChiaraActing County Attorney

July 20, 2021

ORD100

ORD100

Authorized and agreed to by:

out"a,fp/21 AMEzuSOIIRCEBERGEN CORPORATION

Vice President and ChiefC)fficer

ORD100

ORD100

Exhibit A 1

Alleged Harms

1. Expert report of Professor David Cutler, dated March 25, 2019.

2. Expert report of Dr. Jeffrey B. Liebman, dated March 25, 2019.

3. Expert report of Professor Thomas McGuire regarding damages to Bellwethers, dated March 25, 2019.

4. Report of Professor Thomas McGuire regarding public nuisance, dated March 25, 2019.

ORD100

Exhibit B 1

Later Litigating Subdivision Suspension and Offset Determinations

Participation Tier

Per Capita Amount10

Suspension Percentage

Offset Cap Suspension Deadline and Ending Point

1 $2,500 66% 66% Earlier of (1) 6 months after denial of a motion to dismiss, (2) 12 months from filing, or (3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal.

2 $2,000 33.33% 34% Earlier of (1) 6 months after denial of a motion to dismiss, (2) 12 months from filing, or (3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal.

3 $1,500 27.5% 30% Earlier of (1) 9 months after denial of a motion to dismiss, (2) 12 months from filing, or (3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal.

4 $1,000 20% 25% Earlier of (1) 9 months after denial of a motion to dismiss, (2) 12 months from filing, or (3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal.

10 Population will be measured at the level of the Later Litigating Subdivision.

ORD100

Exhibit C 1

List of Opioid Remediation Uses

Schedule A Core Strategies

New York State shall choose from among the abatement strategies listed in Schedule B. However, priority shall be given to the following core abatement strategies (“Core Strategies”).11

A. NALOXONE OR OTHER FDA-APPROVED DRUG TO REVERSE OPIOID OVERDOSES

1. Expand training for first responders, schools, community support groups and families; and

2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service.

B. MEDICATION-ASSISTED TREATMENT (“MAT”) DISTRIBUTION AND OTHER OPIOID-RELATED TREATMENT

1. Increase distribution of MAT to individuals who are uninsured or whose insurance does not cover the needed service;

2. Provide education to school-based and youth-focused programs that discourage or prevent misuse;

3. Provide MAT education and awareness training to healthcare providers, EMTs, law enforcement, and other first responders; and

4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services.

C. PREGNANT & POSTPARTUM WOMEN

1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRT”) services to non-Medicaid eligible or uninsured pregnant women;

2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for women with co-occurring Opioid Use Disorder

11 As used in this Schedule A, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.

ORD100

Exhibit C 2

(“OUD”) and other Substance Use Disorder (“SUD”)/Mental Health disorders for uninsured individuals for up to 12 months postpartum; and

3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job placement/training, and childcare.

D. EXPANDING TREATMENT FOR NEONATAL ABSTINENCE SYNDROME (“NAS”)

1. Expand comprehensive evidence-based and recovery support for NAS babies;

2. Expand services for better continuum of care with infant-need dyad; and

3. Expand long-term treatment and services for medical monitoring of NAS babies and their families.

E. EXPANSION OF WARM HAND-OFF PROGRAMS AND RECOVERY SERVICES

1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments;

2. Expand warm hand-off services to transition to recovery services;

3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions;

4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation, job placement/training, and childcare; and

5. Hire additional social workers or other behavioral health workers to facilitate expansions above.

F. TREATMENT FOR INCARCERATED POPULATION

1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring SUD/MH disorders within and transitioning out of the criminal justice system; and

2. Increase funding for jails to provide treatment to inmates with OUD.

G. PREVENTION PROGRAMS

1. Funding for media campaigns to prevent opioid use (similar to the FDA’s “Real Cost” campaign to prevent youth from misusing tobacco);

2. Funding for evidence-based prevention programs in schools;

ORD100

Exhibit C 3

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

1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases.

I. EVIDENCE-BASED DATA COLLECTION AND RESEARCH ANALYZING THE EFFECTIVENESS OF THE ABATEMENT STRATEGIES WITHIN STATE

ORD100

Exhibit C 4

Schedule B Approved Uses

Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

PART ONE: TREATMENT

A. TREAT OPIOID USE DISORDER (OUD)

Support treatment of Opioid Use Disorder (“OUD”) and any co-occurring Substance Use Disorder or Mental Health (“SUD/MH”) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment (“MAT”) approved by the U.S. Food and Drug Administration.

2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine (“ASAM”) continuum of care for OUD and any co-occurring SUD/MH conditions

3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services.

4. Improve oversight of Opioid Treatment Programs (“OTPs”) to assure evidence-based or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment.

5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose.

6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma.

7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions.

ORD100

Exhibit C 5

8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas.

9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions.

10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments.

11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including but not limited to training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.

12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver.

13. Disseminate 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.

14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service for Medication–Assisted Treatment.

B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY

Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that:

1. Provide comprehensive wrap-around services to individuals with OUD and any co-occurring SUD/MH conditions, including housing, transportation, education, job placement, job training, or childcare.

2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services.

ORD100

Exhibit C 6

3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions.

4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services.

5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions.

6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any co-occurring SUD/MH conditions.

7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions.

8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions.

9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.

10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family.

11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma.

12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.

13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.

14. Create and/or support recovery high schools.

ORD100

Exhibit C 7

15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above.

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 through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

1. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment.

2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid.

3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common.

4. Purchase automated versions of SBIRT and support ongoing costs of the technology.

5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments.

6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services.

7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach.

8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose.

9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event.

ORD100

Exhibit C 8

10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MH conditions or to persons who have experienced an opioid overdose.

11. Expand warm hand-off services to transition to recovery services.

12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people.

13. Develop and support best practices on addressing OUD in the workplace.

14. Support assistance programs for health care providers with OUD.

15. Engage non-profits and the faith community as a system to support outreach for treatment.

16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions.

D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS

Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as:

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;

ORD100

Exhibit C 9

e. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or

f. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise.

2. Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services.

3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions.

4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions who are incarcerated in jail or prison.

5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.

6. Support critical time interventions (“CTI”), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.

7. Provide training on best practices for addressing the needs of criminal justice-involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section.

E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE SYNDROME

Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome (“NAS”), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:

ORD100

Exhibit C 10

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.

5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care.

6. Provide child and family supports for parenting women with OUD and any co-occurring SUD/MH conditions.

7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions.

8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events.

9. Offer home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, including but not limited to parent skills training.

10. Provide support for Children’s Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use.

ORD100

Exhibit C 11

PART TWO: PREVENTION

F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE

PRESCRIBING AND DISPENSING OF OPIOIDS

Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing).

2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids.

3. Continuing Medical Education (CME) on appropriate prescribing of opioids.

4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain.

5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs (“PDMPs”), including but not limited to improvements that:

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, 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 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.

ORD100

Exhibit C 12

7. Increasing electronic prescribing to prevent diversion or forgery.

8. Educating dispensers on appropriate opioid dispensing.

G. PREVENT MISUSE OF OPIOIDS

Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

1. Funding media campaigns to prevent opioid misuse.

2. Corrective advertising or affirmative public education campaigns based on evidence.

3. Public education relating to drug disposal.

4. Drug take-back disposal or destruction programs.

5. Funding community anti-drug coalitions that engage in drug prevention efforts.

6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma 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”).

7. Engaging non-profits and faith-based communities as systems to support prevention.

8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others.

9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids.

10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.

ORD100

Exhibit C 13

11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills.

12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse.

H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION)

Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public.

2. Public health entities providing free naloxone to anyone in the community.

3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public.

4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support.

5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals.

6. Public education relating to emergency responses to overdoses.

7. Public education relating to immunity and Good Samaritan laws.

8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws.

9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs.

ORD100

Exhibit C 14

10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.

11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions.

12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co-occurring SUD/MH conditions.

13. Supporting screening for fentanyl in routine clinical toxicology testing.

PART THREE: OTHER STRATEGIES

I. FIRST RESPONDERS

In addition to items in section C, D and H relating to first responders, support the following:

1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.

2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events.

J. LEADERSHIP, PLANNING AND COORDINATION

Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following:

1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list.

2. A dashboard to (a) share reports, recommendations, or plans to spend opioid New York Qualified Settlement Funds; (b) to show how opioid New York Qualified Settlement Funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key

ORD100

Exhibit C 15

opioid- or health-related indicators and supports as identified through collaborative statewide, regional, local or community processes.

3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list.

4. Provide resources to staff government oversight and management of opioid abatement programs.

K. TRAINING

In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that:

1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis.

2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co-occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).

L. RESEARCH

Support opioid abatement research that may include, but is not limited to, the following:

1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list.

2. Research non-opioid treatment of chronic pain.

3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.

4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips.

ORD100

Exhibit C 16

5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids.

6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7).

7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (“ADAM”) system.

8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids.

9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes.

ORD100

Exhibit D 1

Primary Subdivisions12

Albany City* Albany County* Allegany County* Amherst Town* Amsterdam City Arcadia Town Auburn City Aurora Town Babylon Town* Babylon Village Ballston Town Batavia City Bath Town Beacon City Bedford Town Beekman Town Bethlehem Town* Binghamton City* Blooming Grove Town Brighton Town* Brookhaven Town* Broome County* Brunswick Town Buffalo City* Camillus Town Canandaigua City Canandaigua Town Canton Town Carmel Town* Catskill Town Cattaraugus County* Cayuga County* Chautauqua County* Cheektowaga Town* Chemung County* Chenango County* Chenango Town Chester Town Chili Town Cicero Town* Clarence Town* Clarkstown Town* Clay Town* Clifton Park Town* Clinton County*

12 Primary Subdivisions marked with asterisks have populations above 30,000.

Cohoes City Colonie Town* Columbia County* Corning City Cornwall Town Cortland City Cortland County* Cortlandt Town* De Witt Town Delaware County* Depew Village Dobbs Ferry Village Dryden Town Dunkirk City Dutchess County* East Fishkill Town East Greenbush Town East Hampton Town Eastchester Town* Elma Town Elmira City Endicott Village Erie County* Essex County* Evans Town Fallsburg Town Farmington Town Fishkill Town Floral Park Village Franklin County* Fredonia Village Freeport Village* Fulton City Fulton County* Garden City Village Gates Town Geddes Town Genesee County* Geneseo Town Geneva City German Flatts Town Glen Cove City Glens Falls City Glenville Town Gloversville City

Goshen Town Grand Island Town Great Neck Village Greece Town* Greenburgh Town* Greene County* Guilderland Town* Halfmoon Town Hamburg Town* Harrison Town Harrison Village Haverstraw Town* Haverstraw Village Hempstead Town* Hempstead Village* Henrietta Town* Herkimer County* Highlands Town Horseheads Town Huntington Town* Hyde Park Town Irondequoit Town* Islip Town* Ithaca City* Ithaca Town Jamestown City Jefferson County* Johnson City Village Kenmore Village Kent Town Kingsbury Town Kingston City Kirkland Town Kiryas Joel Village La Grange Town Lackawanna City Lake Grove Village Lancaster Town* Lancaster Village Lansing Town Le Ray Town Lewis County Lewisboro Town Lewiston Town Lindenhurst Village

ORD100

Exhibit D 2

Livingston County* Lloyd Town Lockport City Lockport Town Long Beach City* Lynbrook Village Lysander Town Madison County* Malone Town Malta Town Mamakating Town Mamaroneck Town Mamaroneck Village Manlius Town* Massapequa Park Village Massena Town Massena Village Middletown City Milton Town Mineola Village Monroe County* Monroe Town Montgomery County* Montgomery Town Moreau Town Mount Kisco Village Mount Pleasant Town* Mount Vernon City* Nassau County* New Castle Town New Hartford Town New Paltz Town New Rochelle City* New Windsor Town New York City* Newburgh City Newburgh Town* Niagara County* Niagara Falls City* Niskayuna Town North Castle Town North Greenbush Town North Hempstead Town* North Tonawanda City* Ogden Town Ogdensburg City Olean City Oneida City Oneida County* Oneonta City Onondaga County* Onondaga Town Ontario County*

Ontario Town Orange County* Orangetown Town* Orchard Park Town Orleans County* Ossining Town* Ossining Village Oswego City Oswego County* Otsego County* Owego Town Oyster Bay Town* Palm Tree Town Parma Town Patchogue Village Patterson Town Peekskill City Pelham Town Penfield Town* Perinton Town* Pittsford Town Plattekill Town Plattsburgh City Plattsburgh Town Pomfret Town Port Chester Village Potsdam Town Poughkeepsie City* Poughkeepsie Town* Putnam County* Putnam Valley Town Queensbury Town Ramapo Town* Red Hook Town Rensselaer County* Riverhead Town* Rochester City* Rockland County* Rockville Centre Village Rome City* Rotterdam Town Rye City Rye Town* Salina Town* Saratoga County* Saratoga Springs City Saugerties Town Scarsdale Village Schenectady City* Schenectady County* Schodack Town Schoharie County* Schuyler County

Seneca County* Shawangunk Town Sleepy Hollow Village Smithtown Town* Somers Town Southampton Town* Southeast Town Southold Town Spring Valley Village* St Lawrence County* Steuben County* Stony Point Town Suffern Village Suffolk County* Sullivan County* Sullivan Town Sweden Town Syracuse City* Tarrytown Village Thompson Town Tioga County* Tompkins County* Tonawanda City Tonawanda Town* Troy City* Ulster County* Ulster Town Union Town* Utica City* Valley Stream Village* Van Buren Town Vestal Town Victor Town Wallkill Town Wappinger Town Warren County* Warwick Town* Washington County* Watertown City Wawarsing Town Wayne County* Webster Town* West Haverstraw Village West Seneca Town* Westbury Village Westchester County* Wheatfield Town White Plains City* Whitestown Tow Wilton Town Woodbury Town Woodbury Village Wyoming County*

ORD100

Exhibit D 3

Yates County Yonkers City* Yorktown Town*

ORD100

Exhibit E 1

Agreed List of New York State Litigating Subdivisions

Albany (NY), City of Albany (NY), County of Allegany (NY), County of Amherst (NY), Town of Amityville (NY), Village of Amsterdam (NY), City of Auburn (NY), City of Babylon (NY), Town of Babylon (NY), Village of Bellmore (NY), Fire District

of Bellport (NY), Village of Board of Education of

Rochester City School District (NY)

Brookhaven (NY), Town of Broome (NY), County of Buffalo (NY), City of Cattaraugus (NY), County of Cayuga (NY), County of Centereach (NY), Fire

District Centerport (NY), Fire

District of Chautauqua (NY), County of Cheektowaga (NY), Town of Chemung (NY), County of Chenango (NY), County of Clarkstown (NY), Town of Clinton (NY), County of Columbia (NY), County of Cortland (NY) County of Dutchess (NY), County of East Hampton (NY), Village

of East Rockaway (NY),

Village of Erie (NY), County of Essex (NY), County of Farmingdale (NY), Village

of Floral Park (NY), Village of Franklin (NY), County of Fulton (NY), County of Garden City (NY), Village

of Genesee (NY), County of Geneva (NY), City of

Great Neck (NY), Village of Greene (NY), County of Greenport (NY), Village of Hamilton (NY), County of Hauppauge (NY), Fire

District Haverstraw (NY), Town of Hempstead (NY), Town of Hempstead (NY), Village of Herkimer (NY), County of Herkimer (NY), Village of Hicksville (NY), Water

District of Huntington (NY), Town of Island Park (NY), Village of Islandia (NY), Village of Islip (NY), Town of Islip Terrace (NY), Fire

District of Ithaca (NY), City of Jefferson (NY), County of Kingston (NY), City of Lackawanna (NY), City of Lake Grove (NY), Village of Lancaster (NY), Town of Lawrence (NY), Village of Levittown (NY), Fire District

of Lewis (NY), County of Lindenhurst (NY), Village of Livingston (NY), County of Lloyd Harbor (NY), Village

of Long Beach (NY), City of Lynbrook (NY), Village of Madison (NY), County of Massapequa Park (NY),

Village of Melville (NY), Fire District

of Merrick Library (NY) Mill Neck (NY), Village of Miller Place (NY), Fire

District of Millerton (NY), Village of Monroe (NY), County of Montgomery (NY), County

of

Mount Sinai (NY), Fire District of

Mount Vernon (NY), City of Nassau (NY), County of Nesconset (NY), Fire District

of New Hyde Park (NY),

Village of New York (NY), City of Niagara (NY), County of Nissequogue (NY), Village

of North Hempstead (NY),

Town of North Merrick (NY), Fire

District of North Patchogue (NY), Fire

District of Northport (NY), Village of Ogdensburg (NY), City of Old Westbury (NY), Village

of Oneida (NY), County of Onondaga (NY), County of Ontario (NY), County of Orange (NY), County of Orangetown (NY), Town of Orleans (NY) County of Oswego (NY), County of Otsego (NY), County of Oyster Bay (NY), Town of Patchogue (NY), Village of Plainview - Old Bethpage

Public Library (NY) Plattsburgh (NY), City of Poquott (NY), Village of Port Washington (NY),

Village of Port Washington (NY),

Water District of Port Washington North

(NY), Village of Poughkeepsie (NY), City of Poughkeepsie (NY), Town of Putnam (NY), County of Ramapo (NY), Town of Rensselaer (NY), County of Ridge (NY), Fire District of

ORD100

Exhibit E 2

Riverhead (NY), Town of Rochester (NY), City of Rockland (NY), County of Rockville Centre Public

Library (NY) Rome (NY), City of Rosalyn (NY) Water District Saltaire (NY), Village of Saratoga (NY), County of Saratoga Springs (NY), City

of Schenectady (NY), City of Schenectady (NY), County

of Schoharie (NY), County of Schuyler (NY), County of Seneca (NY), County of Smithtown (NY), Fire

District of Smithtown (NY), Town of South Farmingdale (NY),

Fire District of Southampton (NY), Town of Southold (NY), Town of St James (NY), Fire District St. Lawrence (NY), County

of Steuben (NY), County of Stewart Manor (NY), Village

of Stony Brook (NY), Fire

District of Stony Point (NY), Town of Suffern (NY), Village of Suffolk (NY), County of Sullivan (NY), County of Syracuse (NY), City of The Branch (NY), Village of Tioga (NY), County of Tompkins (NY), County of Tonawanda (NY), Town of Troy (NY), City of Ulster (NY), County of Uniondale (NY), Fire

District of Utica (NY), City of Valley Stream (NY), Village

of Wappinger (NY), Town of Wappingers Falls (NY),

Village of Warren (NY), County of Washington (NY), County of

West Hampton Dunes (NY), Village of

West Haverstraw (NY), Village of

West Hempstead (NY) Public Library

Westbury (NY), Village of Westchester (NY), County of Wyoming (NY), County of Yates (NY) County of Yonkers (NY), City of

ORD100

Exhibit F 1

Settling Distributors’ Subsidiaries, Joint Ventures, and Predecessor Entities

ABC

A.T. Pharma Consultancy FZC AB Eurco Ltd AB Financing, LLC AB Finco Ltd AB Nokco Ltd AB Singapore Investments Pte. Ltd. AB Specialty Solutions, LLC ABBP International Company ABSG Canada Holdings, Inc. Access M.D. Inc. AERO LINK Courier GmbH Agri-Laboratories, LTD Agstrata, LLC AH Schweiz GmbH AH UK Holdco 1 Limited Alcura France Alcura Health España, S.A. Alcura UK Limited Alliance Boots BV Alliance Boots Schweiz Investments GmbH Alliance Health Services, Inc. Alliance Healthcare (Distribution) Limited Alliance Healthcare Acores (f/k/a Proconfar,

S.A.) Alliance Healthcare Ecza Deposu Anonim Şirketi Alliance Healthcare España Holdings, S.L. Alliance Healthcare España S.A. Alliance Healthcare France SA Alliance Healthcare Group France SA Alliance Healthcare Management Services

(Nederland) B.V. Alliance Healthcare Management Services

Limited Alliance Healthcare Nederland B.V. Alliance Healthcare Norge AS Alliance Healthcare Participações SGPS,

unipessoal, Lda. Alliance Healthcare Répartition Alliance Healthcare Romania SRL Alliance Healthcare S.A. Alliance Healthcare s.r.o. Alliance Healthcare s.r.o. Slovakia Branch Alliance Healthcare Services France (f/k/a

Alliance Healthcare Formation SAS) Alliance Healthcare Technology Services Limited

Alliance Healthcare Turkey Holding A.S. Alliance Healthcare Yatirim Holding Anonim

Şirketi Alliance Home Health Care, Inc. Alliance UniChem IP Limited Alloga (Nederland) B.V. Alloga France SAS Alloga Logifarma, S.A. Alloga Logistica (España) S.L. ALLOGA LOGISTICS ROMANIA SRL Alloga Portugal - Armazenagem e Distribuicao

Farmaceutica, Lda Alloga UK Limited AllyDVM, Inc. Almus Farmaceutica, S.A. Almus France Almus Pharmacuticals Limited Almus, Lda. Alphega SA Ambulatory Pharmaceutical Services, Inc. American Medical Distributors, Inc. American Oncology Network, LLC Amerisource Health Services Corporation Amerisource Health Services, LLC Amerisource Health Services, LLC d/b/a

American Health Packaging Amerisource Heritage Corporation AmeriSource Heritage LLC Amerisource Receivables Financial Corporation Amerisource Sales Corporation AmerisourceBergen Associate Assistance Fund AmerisourceBergen BC, ULC AmerisourceBergen Canada Corporation AmerisourceBergen Canada GP LLC AmerisourceBergen Canada GP, LLC AmerisourceBergen Canada Holdings LP AmerisourceBergen Consulting Services, Inc. AmerisourceBergen Consulting Services, LLC AmerisourceBergen Corporation AmerisourceBergen Drug Corporation AmerisourceBergen Foundation AmerisourceBergen Global Holdings GmbH AmerisourceBergen Global Investments S.a.r.l. AmerisourceBergen Global Manufacturer

Services GmbH

ORD100

Exhibit F 2

AmerisourceBergen Group GmbH AmerisourceBergen Holding Corporation AmerisourceBergen Integrated Services Offering,

LLC AmerisourceBergen International Holdings Inc. AmerisourceBergen International Investments,

LLC AmerisourceBergen Luxembourg s.a.r.l. AmerisourceBergen Services Corporation AmerisourceBergen Sourcing, LLC AmerisourceBergen Specialty Group Canada

Corporation AmerisourceBergen Specialty Group Canada

Holdings, Inc. AmerisourceBergen Specialty Group, Inc. AmerisourceBergen Specialty Group, LLC AmerisourceBergen Swiss Holdings GmbH AmerisourceBergen Switzerland GmbH AmerisourceBergen UK Holdings Ltd Anderson Packaging, Inc. AndersonBrecon Inc. Animal Prescriptions Limited Animalytix LLC Apluspharma Ltd Apotheek Hagi B.V. Apotheek Lichtenvoorde B.V. APS Acquisitions Corporation APS Enterprises Holding Company, Inc. Armila UAB ASD Hemophilia Management, LLC ASD Hemophilia Program, L.P. ASD Specialty Healthcare, Inc. ASD Specialty Healthcare, LLC ASD Specialty Healthcare, LLC d/b/a ASD

Healthcare ASD Specialty Healthcare, LLC d/b/a Besse

Medical ASD Specialty Healthcare, LLC d/b/a Oncology

Supply Automed Technologies (Canada) Inc. Automed Technologies (Canada) ULC Automed Technologies, Inc. BBC Laboratories BBC Operating Sub, Inc. BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Co. Beachcourse Limited Bellco Drug Corp. Bellco Health Corp. Bergen Brunswig Corporation Bergen Brunswig Drug Company Bergen Brunswig Realty Services, Inc.

Bermuda Equity Holdings, Ltd. Beverly Acquisition Corporation Blue Hill II, Inc. Blue Hill, Inc. BluePoint Intellectual Property, LLC Boots Nederland B.V. Boots Norge AS BP Pharmaceuticals Laboratories Unlimited

Company BPL Brasil Participacoes Ltda. BPL Brazil Holding Company s.a.r.l. BPL Brazil, LLC BPL Group, LLC BPL Pharmaceuticals Holding Unlimited

Company BPLH Ireland Company Dublin, Zug Branch BPLH Ireland Unlimited Company Brecon Holdings Limited Brecon Pharmaceuticals Holdings Limited Brecon Pharmaceuticals Limited Bridge Medical, Inc. Brownstone Pharmacy, Inc. Bruin Acquisition Corp. Burt's Pharmacy, LLC Cameron Stewart Lifescience Canada Inc. Cannes RJ Participacoes S.A. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. CDRF Parent LLC CDRF Parent, Inc. Centaur Services Limited Centro Farmaceutico Asturiano, SA Century Advertising Inc. Chapin Drug Company Choice Medical, Inc. Clinical Outcomes Resource Application

Corporation Clinical Outcomes Resource Application, Inc. CliniCare Concepts, Inc. ClinPharm, L.L.C. Committed Provider Services, LLC Compuscript, Inc. Computran Systems, Inc. Corrections Pharmacies Licensing Company,

L.L.C. Corrections Pharmacies of California, LP Corrections Pharmacies of Hawaii, LP Corrections Pharmacies, L.L.C. Cubex, LLC Datapharm Sarl DD Wholesale, Inc. Dialysis Purchasing Alliance, Inc. Directlog

ORD100

Exhibit F 3

Documedics Acquisition Co., Inc. Drug Service, Inc. Dunnington Drug, Inc. Dunnington RX Services of Massachusetts, Inc. Dunnington RX Services of Rhode Island, Inc. Durr-Fillauer Medical, Inc. Durvet, Inc. Dymaxium Healthcare Innovations, Ltd. Dymaxium Holdings, Ltd. Dymaxium, Ltd. Entel d.o.o. Escalante Solutions, L.P. Esko Itriyat Sanayi ve Ticaret Anonim Şirketi Euro Registratie Collectief B.V. European Physician Networks GmbH Express Pharmacy Services, Inc. Falcon Acquisition Sub, LLC Family Center Pharmacy, Inc. Feeders Advantage, LCC General Drug Company Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc H. D. Smith Holding Company H. D. Smith Holdings, LLC H. D. Smith Wholesale Drug Co. H. D. Smith, LLC HAI Acquisition, Inc. HDS Solutions, LLC Health Services Capital Corporation Healthcare Prescription Services, Inc. HealthForward Inc. HealthQuest Partner II, L.P. HealthTronics Data Solutions LLC HealthTronics Data Solutions, LLC HealthTronics Information Technology Solutions,

Inc. Hedef International Holdings BV Home Medical Equipment Health Company Hydra Pharm SPA I.g.G. of America, Inc. IHS Acquisition XXX, Inc. Imedex, Inc. Imedex, LLC Independent Pharmacy Buying Group, Inc. Innomar Pharmacy (BC) Inc. Innomar Pharmacy (SK) Inc. Innomar Pharmacy Inc. Innomar Specialty Pharmacy, Inc. Innomar Strategies Inc. Innovation Cancer, Inc.

Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Intake Initiatives Incorporated IntegraConnect NewCo, LLC Integrated Commercialization Solutions, Inc. Integrated Commercialization Solutions, LLC Integrated Health Systems Outcomes Coalition,

LLC Inteplex, Inc. Interfill, LLC International Oncology Network Solutions, Inc. International Physician Networks, L.L.C. International Rheumatology Network, L.L.C. IntrinsiQ Holdings, Inc. IntrinsiQ Specialty Solutions, Inc. IntrinsiQ Tendler, Inc. IntrinsiQ, LLC J.M. Blanco, Inc. James Brudnick Company, Inc. K/S Instrument Corp. KRP Investments, Inc. Labpak Limited LAD Drug Corporation Leading Educational Research Network, LLC Lexicon Pharmacy Services, L.L.C. Liberty Acquisition Corp. Libra C.V. Los Angeles Drug Corporation M.D.P. Properties, Inc. Managed Care Network, Inc. Marshall Reinardy LLC Medical Health Industries, Inc. Medical Initiatives, Inc. Medidyne Corp. Medselect Inc. Memorial Pet Care, Inc. Micro Technologies Canada Inc. MWI Buying Group Limited (formerly St.

Francis Limited) MWI Supply (UK Acquisition) Limited MWI Supply (UK Holdings) Limited MWI Supply (UK) Limited MWI Veterinary Supply Co. MWI Veterinary Supply, Inc. Nareks Ecza Deposu Ticaret Anonim Şirketi Network for Medical Communication & Research

Analytics, LLC New Jersey Medical Corporation Nexiapharma, SL NMCR Holdings, Inc. NMCR-Europe, LLC Northeast Veterinary Supply Company, LLC Oktal Pharma d.o.o

ORD100

Exhibit F 4

Oktal Pharma d.o.o Oktal Pharma d.o.o [Zagreb] Oktal Pharma d.o.o. Oktal Pharma Hungary K.f.t. Omni Med B, Inc. OPH Oktal Pharma d.o.o OTC Direct Limited Paris Acquisition Corp. Pharm Plus Acquisition, Inc. Pharma One Corporation Limited Pharmacy Corporation of America Pharmacy Corporation of America -

Massachusetts, Inc. Pharmacy Healthcare Solutions, Ltd. Pharmacy Review Services, Inc. Pharmdata s.r.o. PharMEDium Healthcare Corporation PharMEDium Healthcare Holdings LLC PharMEDium Healthcare Holdings, Inc. PharMEDium Healthcare LLC PharMEDium Pharmacy Services, LLC PharMEDium R.E., LLC PharMEDium Services, LLC PharMerica Drug Systems, Inc. PharMerica Technology Solutions, LLC Pharmerica, Inc. Pitango HealthTech Fund I, L.P. Planet Software Limited PMSI MSA Services, Inc. PMSI, Inc. PPSC USA, LLC Premier Pharmacy, Inc. Premier Source Diagnostics Inc. Premier Source, LLC Prescribe Wellness, LLC Profarma Distribuidora de Produtos

Farmaceuticos S.A. Ramuneles Vaistine UAB Reimbursement Education Network, LLC Rightpak, Inc. Rombro's Drug Center, Inc. Roscoe Acquisition Corporation S.R.P. (Services de la Répartition

Pharmaceutique) SecureDVM, LLC Securos Europe GmbH Silver Streak I, LLC Skills in Healthcare France Skills in Healthcare Pazarlama ve Tanitim

Hizmetleri Anonim Şirketi Skills in Healthcare Romania S.r.l. Smart ID Works, LLC Smith Medical Partners, LLC

Snipetjernveien 10 Norge AS Solana Beach, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation SparkSense Analytics, Inc. Specialty Advancement Network, LLC Specialty Pharmacy of California, Inc. Specialty Pharmacy, Inc. Spielberg Acquisition Corp. Spits B.V. Stadt Solutions, LLC Stephar B.V. Strategic Pharmaceutical Solutions, Inc. Swine Solutions Network, LLC Taylor & Manno Asset Recovery, Inc. Telepharmacy Solutions, Inc. Terra-Lab d.o.o The Allen Company The Lash Group, Inc. The Lash Group, LLC TheraCom, L.L.C. ThermoSecure Medical Equipment GmbH TMESYS, Inc. TrakCel Holding Company, Inc. Trellis Healthcare Consulting, L.L.C. Trellis Healthcare Consulting, LLC True Blue Indemnity Company United Company of Pharmacists SAE Universal Packaging Systems, Inc. US Bioservices Corporation Valley Wholesale Drug Co., LLC Value Apothecaries, Inc. Vedco, Inc. Vetbridge Animal Health, LLC Vetbridge Product Development (NM-OMP)

LLC VetSpace Limited VetSpace, Inc. Vetswest Limited W.C. International Limited WBA Acquisitions Luxco 9 S.à.r.l. Wight Nederland Holdco 2 B.V. Wight Nederland Holdco 4 BV WML, LLC Woodglen Properties Limited Woodglen Properties Limited Portugal Branch World Courier (Aust) Pty. Ltd. World Courier (Austria) GmbH World Courier (Austria) GmbH – Serbia Branch World Courier (Deutschland) GmbH World Courier (Finland) Oy World Courier (India) Private Limited World Courier (Ireland) Limited

ORD100

Exhibit F 5

World Courier (Lithuania), UAB World Courier (Malaysia) Sdn. Bhd. World Courier (Norway) AS World Courier (NZ) Limited World Courier (Poland) Sp. Z.o.o. World Courier (Shanghai) Co., Ltd Guangzhou

Branch World Courier (Shanghai) Co., Ltd. World Courier (Shanghai) Co., Ltd., Beijing

Branch World Courier (Sweden) AB World Courier (Switzerland) SA World Courier (U.K.) Limited World Courier Asia (Thailand) Co., Ltd. World Courier Belgium s.a. World Courier Bulgaria World Courier Czech Republic s.r.o. World Courier de Chile Limitada World Courier de Colombia S.A. World Courier de Espana, S.A. World Courier de Mexico S.A. de C.V. World Courier de Portugal, Lda. World Courier de Uruguay S.A. World Courier del Ecuador S.A. World Courier del Peru S.A. World Courier Denmark A/S World Courier do Brasil Transportes

Internacionais Ltda. World Courier France S.A.R.L. World Courier Ground (Europe) Limited World Courier Ground, Inc. World Courier Group Logistics, Inc. World Courier Group S.a.r.l. World Courier Group, Inc. World Courier Group, Inc. Taiwan Branch World Courier Hellas Limited Liability Company World Courier Holland BV World Courier Hong Kong Limited

World Courier Hungary Freight Forwarder and Service Provider Limited Liability Company

World Courier Israel Ltd. World Courier Italia srl World Courier K.K. Japan World Courier Korea Co., Ltd. World Courier Limited (Russia) World Courier Logistics (Europe) Limited World Courier Logistics (UK) Limited World Courier Logistics, Inc. World Courier Logistics, Inc. (DE) World Courier Logistics, Inc. (NY) World Courier Management Limited World Courier Management, Inc. World Courier of Canada Ltd World Courier Operations Kenya Limited World Courier Philippines – Representative

Office World Courier Romania S.R.L. World Courier S.A. World Courier Singapore Pte Ltd World Courier Slovak Republic s.r.o. World Courier South Africa (Proprietary) Limited World Courier Tasimacilik ve Lojistik Hizmetleri

Ticaret Limited Sirketi World Courier Ukraine LLC World Courier Venezuela, S.A. World Courier Zagreb d.o.o. World Courier, Inc. World Courier, kurirske storitve,d.o.o. World Customs Brokerage, Inc. Xcenda (UK) Limited Xcenda GmbH Xcenda Switzerland GmbH Xcenda, L.L.C. ZU Vase Zdravije

Cardinal Health

A+ Secure Packaging, LLC Abilene Nuclear, LLC Access Closure, Inc. Acuity GPO, LLC Aero-Med, Ltd. Allegiance (BVI) Holding Co. Ltd. Allegiance Corporation Allegiance Healthcare (Labuan) Pte. Ltd. Allegiance I, LLC Allegiance Labuan Holdings Pte. Ltd. API (Suppliers) Limited AssuraMed Acquisition Corp.

AssuraMed Group, Inc. AssuraMed Holding, Inc. AssuraMed Intermediate Holding, Inc. AssuraMed, Inc. C. International, Inc. Cardinal Distribution Holding Corporation - I Cardinal Distribution Holding Corporation - II Cardinal Health 100, Inc. Cardinal Health 104 LP Cardinal Health 105, Inc. Cardinal Health 107, LLC Cardinal Health 108, LLC

ORD100

Exhibit F 6

Cardinal Health 110, LLC Cardinal Health 112, LLC Cardinal Health 113, LLC Cardinal Health 114, Inc. Cardinal Health 115, LLC Cardinal Health 116, LLC Cardinal Health 118, LLC Cardinal Health 119, LLC Cardinal Health 121, LLC Cardinal Health 122, LLC Cardinal Health 123, LLC Cardinal Health 124, LLC Cardinal Health 125, LLC Cardinal Health 126, LLC Cardinal Health 127, Inc. Cardinal Health 128, LLC Cardinal Health 130, LLC Cardinal Health 131, LLC Cardinal Health 132, LLC Cardinal Health 133, Inc. Cardinal Health 2, LLC Cardinal Health 200, LLC Cardinal Health 201 Canada L.P. Cardinal Health 201, Inc. Cardinal Health 215, LLC Cardinal Health 222 (Thailand) Ltd. Cardinal Health 242, LLC Cardinal Health 246, Inc. Cardinal Health 247, Inc. Cardinal Health 249, LLC Cardinal Health 250 Dutch C.V. Cardinal Health 251, LLC Cardinal Health 252, LLC Cardinal Health 253, LP Cardinal Health 3, LLC Cardinal Health 414, LLC Cardinal Health 418, Inc. Cardinal Health 5, LLC Cardinal Health 500, LLC Cardinal Health 524, LLC Cardinal Health 529, LLC Cardinal Health 6, Inc. Cardinal Health 7, LLC Cardinal Health 8, LLC Cardinal Health Australia 503 Pty Ltd. Cardinal Health Austria 504 GmbH Cardinal Health Belgium 505 BVBA Cardinal Health Canada Holdings Cooperatie

U.A. Cardinal Health Canada Inc. Cardinal Health Capital Corporation Cardinal Health Cardiology Solutions, LLC Cardinal Health Chile Limitada

Cardinal Health Colombia S.A.S. Cardinal Health Commercial Technologies, LLC Cardinal Health Corporate Solutions, LLC Cardinal Health D.R. 203 II Ltd. Cardinal Health Denmark ApS Cardinal Health do Brasil Ltda. Cardinal Health Finance Cardinal Health Finland Oy Cardinal Health Foundation Cardinal Health France 506 SAS Cardinal Health Funding, LLC Cardinal Health Germany 507 GmbH Cardinal Health Germany Manufacturing GmbH Cardinal Health Holding International, Inc. Cardinal Health International Philippines, Inc. Cardinal Health IPS, LLC Cardinal Health Ireland 419 Designated Activity

Company Cardinal Health Ireland 508 Limited Cardinal Health Ireland Manufacturing Limited Cardinal Health Ireland Unlimited Company Cardinal Health Italy 509 S.r.l. Cardinal Health Japan G.K. Cardinal Health Korea Limited Cardinal Health Luxembourg 420 S.a.r.l. Cardinal Health Luxembourg 522 S.a.r.l. Cardinal Health Malaysia 211 Sdn. Bhd. Cardinal Health Malta 212 Limited Cardinal Health Managed Care Services, LLC Cardinal Health Medical Products India Private

Limited Cardinal Health Mexico 244 S. de R.L. de C.V. Cardinal Health Mexico 514 S. de R.L. de C.V. Cardinal Health Middle East FZ-LLC Cardinal Health MPB, Inc. Cardinal Health Napoleon Holding, LLC Cardinal Health Netherlands 502 B.V. Cardinal Health Netherlands 525 Cooperatie U.A. Cardinal Health Netherlands 528 B.V. Cardinal Health Norway AS Cardinal Health P.R. 120, Inc. Cardinal Health P.R. 218, Inc. Cardinal Health P.R. 220, LLC Cardinal Health P.R. 436, Inc. Cardinal Health Panama, S. de R.L. Cardinal Health Pharmaceutical Contracting, LLC Cardinal Health Pharmacy Services, LLC Cardinal Health Poland Spolka z ograniczona

odpowiedzialnoscia Cardinal Health Portugal 513, Unipessoal Lda. Cardinal Health Russia Cardinal Health Singapore 225 Pte. Ltd. Cardinal Health Spain 511 S.L.

ORD100

Exhibit F 7

Cardinal Health Sweden 512 A.B. Cardinal Health Switzerland 515, GmbH Cardinal Health Systems, Inc. Cardinal Health Technologies Switzerland GmbH Cardinal Health Technologies, LLC Cardinal Health U.K. 418 Limited Cardinal Health U.K. 432 Limited Cardinal Health U.K. Holding Limited Cardinal Health U.K. International Holding LLP Cardinal Health, Inc. Cardinal MED Equipment Consulting (Shanghai)

Co., Ltd. Cirpro de Delicias S.A. de C.V. Clinic Pharmacies III, LLC Clinic Pharmacies, LLC Community Pharmacy Enterprises, LLC Convertors de Mexico S.A. de C.V. Cordis (Shanghai) MED Devices Co., Ltd. Cordis Cashel Unlimited Company Cordis Corporation Cornerstone Rheumatology LP Covidien Manufacturing Solutions, S.A. Dutch American Manufacturers II (D.A.M. II)

B.V. Ellipticare, LLC EPIC Insurance Company Especialidades Medicas Kenmex S.A. de C.V. Experience East, LLC Flexible Stenting Solutions, Inc. Frog Horned Capital, Inc. Generic Drug Holdings, Inc. GetOutcomes, LLC Griffin Capital, LLC HDG Acquisition, Inc. imgRx Healdsburg, Inc. imgRx Salud, Inc. imgRx SJ Valley, Inc. imgRx SLO, Inc. imgRx Sonoma, Inc. InnerDyne Holdings, Inc. Innovative Therapies, Inc. Instant Diagnostic Systems, Inc. InteCardia-Tennessee East Catheterization, LLC ITI Sales, LLC Kendall-Gammatron Limited Killilea Development Company, Ltd. Kinray I, LLC KPR Australia Pty. Ltd. KPR Switzerland Sales GmbH KPR U.S., LLC Leader Drugstores, Inc. Ludlow Technical Products Canada, Ltd. Marin Apothecaries

Medicap Pharmacies Incorporated Medicine Shoppe Capital Corporation Medicine Shoppe International, Inc. Medicine Shoppe Internet, Inc. Mediquip Sdn. Bhd. Mirixa Corporation MosaicGPO, LLC mscripts Holdings, LLC mscripts Systems India Private Limited mscripts, LLC Nippon Covidien Ltd. One Cloverleaf, LLC Outcomes Incorporated Owen Shared Services, Inc. Pharmacy Operations Of New York, Inc. Pharmacy Operations, Inc. Physicians Purchasing, Inc. Pinnacle Intellectual Property Services, Inc. Pinnacle Intellectual Property Services-

International, Inc. Quiroproductos de Cuauhtemoc S. de R.L. de

C.V. RainTree Administrative Services, LLC RainTree Care Management, LLC RainTree GPO, LLC Ransdell Surgical, Inc. Red Oak Sourcing, LLC Renal Purchasing Group, LLC RGH Enterprises, Inc. RT Oncology Services Corporation Rxealtime, Inc. Sierra Radiopharmacy, L.L.C. Sonexus Health Access & Patient Support, LLC Sonexus Health Distribution Services, LLC Sonexus Health Financial Solutions, LLC Sonexus Health Pharmacy Services, LLC Sonexus Health, LLC TelePharm, LLC The Harvard Drug Group, L.L.C. Tianjin ITI Trading Company Tradex International, Inc. Traverse GPO, LLC Wavemark Lebanon Offshore s.a.l. Wavemark, Inc. Red Oak Sourcing, LLC API (Suppliers) Limited Sierra Radiopharmacy, L.L.C. Abilene Nuclear, LLC InteCardia-Tennessee East Catheterization, LLC Kendall-Gammatron Limited Almus Pharmaceuticals USA LLC Cardinal Health (H.K.) Co. Limited

ORD100

Exhibit F 8

Cardinal Health (Shanghai) Pharmaceutical Co., Ltd.

Cardinal Health (Sichuan) Pharmaceutical Co., Ltd.

Cardinal Health (Wuxi) Pharmaceutical Co., Ltd. Cardinal Health Hedan (Shenzhen)

Pharmaceutical Co., Ltd. Dalian Zhongda Pharmaceutical Company

Limited NaviHealth Holdings, LLC Parch, L.L.C. 6464661 Canada Inc. AB Acquisitions Luxco 3A S.A.R.I. Academy Of Managed Care Medicine, L.L.C. Alaris Medical 1 (Suisse) Sarl Alaris Medical New Zealand Limited Allegiance Healthcare International GmbH Allegiance Pro Inc. Allied Healthcare Services, Inc. Almus Pharmaceuticals Singapore Pte. Ltd. Almus Pharmaceuticals USA LLC American Threshold Industries, Inc. Anoka, LLC ARCH Collection Corporation ARCH, S.A. Armand Scott, LLC Aurum Pharmaceuticals Limited Behrens Inc. Beijing Baiji Advanced Specialty Company

Limited Bellwether Oncology Alliance, Inc. Bentley Merger Sub, LLC Bindley Western Funding Corporation Bindley Western Industries II Of Maine, Inc. Biosigna GmbH Institut für

Biosignalverarbeitung und Systemanalyse Bird Products (Japan) Ltd. Bird Products Corporation Boots Retail Holdings (USA) Inc. Brighton Capital, Inc. Buffalo Merger Corp. BW Transportation Services, Inc. Cardal II, LLC Cardal, Inc. Cardinal Florida, Inc. Cardinal Health (Beijing) China Pharmaceutical

Co., Ltd. Cardinal Health (Beijing) Medical Trading Co.,

Ltd. Cardinal Health (Beijing) Pharmacy Co., Ltd. Cardinal Health (Chengdu) Pharmacy Co., Ltd. Cardinal Health (China) Investment Co., Ltd.

Cardinal Health (Chongqing) Pharmaceutical Co., Ltd.

Cardinal Health (Chongqing) Pharmacy Co., Ltd. Cardinal Health (H.K.) Co. Limited Cardinal Health (Hubei) Pharmaceutical Co., Ltd. Cardinal Health (L) Co., Ltd. Cardinal Health (Liaoning) Pharmaceutical Co.,

Ltd. Cardinal Health (P02296) Cardinal Health (P04080) Cardinal Health (Shanghai) Commercial and

Trading Company Limited Cardinal Health (Shanghai) Cosmetics Trading

Co., Ltd. Cardinal Health (Shanghai) Logistics Co., Ltd. Cardinal Health (Shanghai) Pharmaceutical Co.,

Ltd. Cardinal Health (Shanghai) Pharmacy Co., Ltd. Cardinal Health (Shanxi) Pharmaceutical Co.,

Ltd. Cardinal Health (Shenyang) Pharmacy Co., Ltd. Cardinal Health (Sichuan) Pharmaceutical Co.,

Ltd. Cardinal Health (Tianjin) Pharmaceutical Co.,

Ltd. Cardinal Health (Wuxi) Pharmaceutical Co., Ltd. Cardinal Health (WuXi) Pharmacy Co., Ltd. Cardinal Health (Zhejiang) Pharmaceutical Co.,

Ltd. Cardinal Health 101, Inc. Cardinal Health 102, Inc. Cardinal Health 103, Inc. Cardinal Health 106, Inc. Cardinal Health 109, Inc. Cardinal Health 111, LLC Cardinal Health 113, LLC Cardinal Health 117, LLC Cardinal Health 129, Inc. Cardinal Health 208, Inc. Cardinal Health 301, LLC Cardinal Health 400, Inc. Cardinal Health 401, Inc. Cardinal Health 402, Inc. Cardinal Health 403, Inc. Cardinal Health 404, Inc. Cardinal Health 405, Inc. Cardinal Health 406, Inc. Cardinal Health 406, LLC Cardinal Health 407, Inc. Cardinal Health 408, Inc. Cardinal Health 409, Inc. Cardinal Health 410, Inc. Cardinal Health 411, Inc.

ORD100

Exhibit F 9

Cardinal Health 412, Inc. Cardinal Health 413, Inc. Cardinal Health 415, Inc. Cardinal Health 416, Inc. Cardinal Health 417, Inc. Cardinal Health 419, LLC Cardinal Health 420, LLC Cardinal Health 421 Limited Partnership Cardinal Health 421, Inc. Cardinal Health 422, Inc. Cardinal Health 501 Dutch C.V. Cardinal Health Austria 201 GmbH Cardinal Health Bermuda 224, Ltd. Cardinal Health Brasil 423 Servicos

Farmaceuticos Nucleares Ltda Cardinal Health Canada 204, Inc. Cardinal Health Canada 301, Inc. Cardinal Health Canada 302, Inc. Cardinal Health Canada 307, ULC Cardinal Health Canada 403, Inc. Cardinal Health Canada 437, Inc. Cardinal Health Canada Inc. Cardinal Health Canada LP Cardinal Health Cayman Islands Holding Co. Ltd Cardinal Health Cayman Islands Ltd. Cardinal Health China Co., Ltd. Cardinal Health D.R. 203 Limited Cardinal Health Europe IT GmbH Cardinal Health France 205 SAS Cardinal Health France 309 SAS Cardinal Health Germany 206 GmbH Cardinal Health Germany 234 GmbH Cardinal Health Germany 318 GmbH Cardinal Health Hedan (Shenzhen)

Pharmaceutical Co., Ltd. Cardinal Health Hong Kong Limited Cardinal Health I, Inc. Cardinal Health Imaging, LLC Cardinal Health India Private Limited Cardinal Health International Ventures, Ltd. Cardinal Health Ireland 406 Ltd. Cardinal Health Ireland 527 General Partnership Cardinal Health Italy 208 S.r.l. Cardinal Health Italy 312 S.p.A. Cardinal Health Lease Funding 2002A, LLC Cardinal Health Lease Funding 2002AQ, LLC Cardinal Health Lease Funding 2003A, LLC Cardinal Health Lease Funding 2003AQ, LLC Cardinal Health Lease Funding 2003B, LLC Cardinal Health Lease Funding 2003BQ, LLC Cardinal Health Lease Funding 2004A, LLC Cardinal Health Lease Funding 2004AQ, LLC Cardinal Health Luxembourg 523 S.a.r.l.

Cardinal Health Mauritius Holding 226 Ltd. Cardinal Health Mexico 213, S.A. de C.V. Cardinal Health Netherlands 238 BV Cardinal Health Netherlands 526 B.V. Cardinal Health Netherlands Financing C.V. Cardinal Health Netherlands Holding B.V. Cardinal Health New Zealand 313 Limited Cardinal Health Norway 315 A/S Cardinal Health P.R. 227, Inc. Cardinal Health P.R. 409 B.V. Cardinal Health PTS, Inc. Cardinal Health PTS, LLC Cardinal Health S.A. 319 (Proprietary) Limited Cardinal Health Singapore 304 Cardinal Health Singapore 423 Pte. Ltd. Cardinal Health Spain 219 S.L.U. Cardinal Health Spain 239 SA Cardinal Health Specialty Pharmacy, LLC Cardinal Health Sweden 220 AB Cardinal Health Sweden 314 AB Cardinal Health Switzerland 221 Sarl Cardinal Health Switzerland 317 Sarl Cardinal Health Trading (Shanghai) Co., Ltd. Cardinal Health U.K. 100 Limited Cardinal Health U.K. 101 Limited Cardinal Health U.K. 102 Limited Cardinal Health U.K. 103 Limited Cardinal Health U.K. 104 Limited Cardinal Health U.K. 105 Limited Cardinal Health U.K. 106 Limited Cardinal Health U.K. 223 Limited Cardinal Health U.K. 232 Limited Cardinal Health U.K. 235 Limited Cardinal Health U.K. 236 Limited Cardinal Health U.K. 240 Limited Cardinal Health U.K. 305 Limited Cardinal Health U.K. 306 Limited Cardinal Health U.K. 433 Limited Cardinal Health U.K. 434 Limited Cardinal Syracuse, Inc. Cardinal.Com Holdings, Inc. Care Fusion Development Private Limited Care Fusion Incorporated CareFusion 202, Inc. CareFusion 203, Inc. CareFusion 205, Inc. CareFusion 206, Inc. CareFusion 207, Inc. CareFusion 209, Inc. CareFusion 210, Inc. CareFusion 211, Inc. CareFusion 212, LLC CareFusion 213, LLC

ORD100

Exhibit F 10

CareFusion 214, LLC CareFusion 2200, Inc. CareFusion 2201, Inc. CareFusion 302, LLC CareFusion 303, Inc. CareFusion 304, LLC CareFusion Australia 200 Pty Ltd. CareFusion Australia 316 Pty Limited CareFusion Australia 500 Pty Ltd CareFusion Belgium 202 BVBA CareFusion Brasil 231 Servico e Comercia de

Productos Medicos Ltda CareFusion Corporation CareFusion EIT, LLC CareFusion Iberia 308 S.L.U. CareFusion Italy 237 Srl CareFusion Italy 311 Srl CareFusion Japan 228 K.K. CareFusion Japan 233, Inc. CareFusion Luxembourg 501 Sarl CareFusion Manufacturing Ireland 241 Limited CareFusion Manufacturing, LLC CareFusion Netherlands 214 B.V. CareFusion Netherlands 238 BV CareFusion Netherlands 310 B.V. CareFusion Netherlands 503 B.V. CareFusion New Zealand 217 Limited CareFusion New Zealand 313 Limited CareFusion Resources, LLC CareFusion Singapore 243 Pte. Ltd. CareFusion Solutions, LLC CareFusion U.K. 284 Limited CareFusion U.K. 286 Limited CareFusion U.K. 287 Limited CareFusion U.K. 288 Limited Cascade Development, Inc. CCB, Inc. CDI Investments, Inc. Centralia Pharmacy, Inc. Centricity, LLC Chapman Drug Company Chengdu Baiji Advanced Specialty Pharmacy

Company Limited Cheshire Merger Sub, Inc. CMI Net, Inc. College Park Plaza Associates, Inc. Comprehensive Medical Imaging-Anaheim Hills,

Inc. Comprehensive Medical Imaging-Apple Valley,

Inc. Comprehensive Medical Imaging-Boynton

Beach, Inc. Comprehensive Medical Imaging-Downey, Inc.

Comprehensive Medical Imaging-Encino, Inc. Comprehensive Medical Imaging-Fort

Lauderdale, Inc. Comprehensive Medical Imaging-Fremont, Inc. Comprehensive Medical Imaging-Hesperia, Inc. Comprehensive Medical Imaging-Huntington

Beach, Inc. Comprehensive Medical Imaging-Palm Springs,

Inc. Comprehensive Medical Imaging-Rancho

Cucamonga, Inc. Comprehensive Medical Imaging-Rancho

Mirage, Inc. Comprehensive Medical Imaging-Salisbury, Inc. Comprehensive Medical Imaging-Sherman Oaks,

Inc. Comprehensive Medical Imaging-Tempe, Inc. Comprehensive Medical Imaging-Van Nuys, Inc. Comprehensive Medical Imaging-Victorville, Inc. Comprehensive Medical Imaging-Westlake

Village, Inc. Comprehensive Open MRI-Carmichael, Inc. Comprehensive Open MRI-Folsom, Inc. Comprehensive Open MRI-Fullerton, Inc. Comprehensive Open MRI-Laguna Hills, Inc. Comprehensive Open MRI-Sacramento, Inc. Comprehensive Reimbursement Consultants, Inc. Consumer2patient, LLC CR Medicap, Inc. Curaspan Health Group, Inc. Cytokine Pharmasciences, Inc. Dalian Zhongda Pharmaceutical Company

Limited Daniels Pharmaceuticals Limited DC Merger Corp Denver Biomedical, Inc. Desert PET, LLC Dik Drug Company, LLC Dik Medical Supplies, LLC Discor Limited Dismed Inc. Dohmen Distribution Partners Southeast, L.L.C. Dover Communications, LLC Duquoin Pharmacy, Inc. Dutch American Manufacturers (D.A.M.) B.V. East Iowa Pharmacies, Inc. EGIS Holdings, Inc. Eldon Laboratories Limited Ellicott Drug Company EME Medical, Inc. Enturia Canada ULC Enturia de Mexico S. de R.L. de C.V. Enturia Limited

ORD100

Exhibit F 11

Enturican, Inc. EON Media Inc. Eureka Merger Sub, Inc. European Pharmaceuticals Group Ltd. First Choice, Inc. Of Maine Flower Merger Corp. Futuremed Health Care Products Limited

Partnership Futuremed Healthcare Products Corporation Futuremed Holdings General Partner Inc. Fuzhou Baiji Pharmacy Company Limited Gala Design, Inc. Gelatin Products International, Inc. Geodax Technology, Inc. Glacier Corporation Grand Avenue Pharmacy, Inc. Graphic Holdings, Inc. Griffin Group Document Management Services,

Inc. Guangzhou Baiji Advanced Specialty

Pharmaceutical Chain Stores Company Limited Guangzhou Baiji Drug Store Company Limited Guangzhou City Kangwei Information

Technology Company Limited Guangzhou Ruixun Pharmaceutical Company

Limited Guizhou Yibai Medical Co., Ltd. Hangzhou Baiji Advanced Specialty Drug Store

Company Limited Heartland Diagnostic Services, Inc. HLS Advantage, LLC Homecare (North-West) Limited Humiston-Keeling, Inc. IMI Of Boca Raton, Inc. IMI Of Miami, Inc. IMI Of North Miami Beach, Inc. Inland Empire Regional Pet Center, LLC InnerDyne, Inc. Inpharm Nationwide Limited InteCardia-Tennessee East Diagnostic, LLC Intercare Holdings Limited Intercare Investments Limited Intercare Properties Plc Iowa Falls Pharmacy, Inc. IVAC Overseas Holdings LP JakaMed AB AB Jinan Baiji Drug Store Company Limited JRG, Ltd. Kendall Patient Recovery BVBA Kinetic Surgical, LLC Kinray, Inc. Kinray, LLC KPR Italia S.r.l.

KPR U.S., Inc. Kunming Baiji Advanced Specialty Pharmacy

Company Limited Lake Charles Pharmaceutical Supply Company,

LLC Liaoning Longda Pharmaceutical Co., Ltd. Liberty Communications Network, LLC Ludlow Technical Products Corporation Macarthy Group Trustees Limited Macarthys Laboratories Limited Macarthy's Limited Marmac Distributors, Inc. Martindale Pharma GmbH Martindale Pharmaceuticals Limited Medcon S.A. MedEd Resources, LLC Medesta Associates, LLC Medical Concepts Development, Inc. Medical Diagnostic Leasing, Inc Medical Education Systems, LLC Medical Media Communications, LLC Medical Strategies, Inc. MediQual Systems, Inc. Meditrol Automation Systems, Inc. Meditrol, Inc. MedMined, Inc. Mercury Merger Sub, LLC Mesa Merger Corp. MicroGas Limited MicroMedical Deutschland GmbH Microport Healthcare, LLC Midland Pharmacies, Inc Mississippi Medical Supply Cooperative, L.L.C. MRI Equipment Partners, Ltd. Mudhen Merger Corp. Multi-Medica S.A. Multipharm Limited Nanjing Baiji Advanced Specialty Drug Store

Company Limited Nanning Baiji Advanced Specialty Pharmacy

Company Limited Nationwide Ostomy Supplies Limited Navigator Health, Inc. NaviHealth Holdings, LLC NaviHealth SM Holdings, Inc. NaviHealth, Inc. Nexus Healthcare, Inc. Nitric Bio Therapeudics, Inc. Northern Michigan Supply Alliance, L.L.C. Ohio Valley-Clarksburg, Inc. Oncology Holdings, Inc. Onpointe Medical Communications, LLC Oval (Shanghai) Technologies, Inc.

ORD100

Exhibit F 12

Oval Technologies (H.K.) Pty Limited Owen Healthcare Building, Inc. Pacific Surgical Innovations, Inc. Panther Merger Sub II, Inc. Panther Merger Sub, Inc. Parch, L.L.C. Parch, L.L.C. State File ParMed Pharmaceuticals, LLC PatientScribe Inc. PCI Acquisition I, Inc. PCI Acquisition II, Inc. PCI Services Holdings, Inc. PCI Services III, Inc. PCI/Acquisition III, Inc. PCI/All Pack Holdings, Inc. PCI/Delvco, Inc. State File PCI/Tri-Line (Usa), Inc. Pharmaceutical & Diagnostic Services, LLC Pharmacy Service Corporation Phillipi Holdings, Inc. PHR Staffing, Inc. Post-Acute Care Center For Research, LLC Practicome Solutions, LLC Princeton Diagnostic Isotopes, Inc. Priority Healthcare Services Corporation Procedure-Based Instrument Services, L.L.C. Productos Urologos de Mexico S.A. de C.V. Professional Health-Care Resources, Inc. Pyxis Capital Corporation Pyxis Funding II, LLC Pyxis Funding, LLC R Cubed, Inc. R. P. Scherer Hardcapsule (West) R.P. Scherer Inc. R.P. Scherer Technologies, Inc. Radiopharmacy Of Boise, Inc. Radiopharmacy Of Northern California, Inc. Renlar Systems, Inc. RightCare Solutions, Inc. Royal Merger Sub, Inc. Scela, Inc. Scriptline, Inc. SensorMedics (Deutschland) GmbH SensorMedics Corporation Shanghai Baiwei Drug Store Company Limited Shanghai Cardinal Baiwei Drug Store Co., Ltd. Shanghai Jinyi Health Management Consultation

Co., Ltd. Shanghai Luoda Pharmaceutical Company

Limited Shenzhen Zhengdan Investment Company

Limited Simolo (GL) Limited

Sistemas Medicos ALARIS S.A. de C.V. Snowden Pencer Holdings, Inc. Snowden Pencer, Inc. Solomons Company Source Medical Corporation SRX, Inc. Strategic Implications International, LLC Supplyline Technologies Limited Surgical Carepair, L.L.C. Surgical Instrument Repair Service, L.L.C. Syncor Belgium SPRL Syncor Diagnostics Bakersfield, LLC Syncor Diagnostics Dallas, LLC Syncor Diagnostics Encino, LLC Syncor Diagnostics Fullerton, LLC Syncor Diagnostics Laguna Hills, LLC Syncor Diagnostics Plano, LLC Syncor Diagnostics Sacramento, LLC Syncor Financing Corporation Syncor Italy srl The Enright Group, Inc. The Heron Corporation The LVC Corporation Tianjin Cardinal Pharmacy Co., Ltd. Toledo Pharmacy Company Tropic Merger Sub, Inc. UroMed, Inc. VIASYS Healthcare Ireland Limited VIASYS Healthcare Island EHF VIASYS Healthcare S.A.R.L. VIASYS Holdings Inc. VIASYS NeuroCare France SAS VIASYS Polymer Products LLC Virginia Imaging Center, LLC Virginia Merger Corporation Vistant Corporation Vistant Holdings, Inc. Vubiq Inc. Wenzhou Xinte Pharmaceutical Co., Ltd. West Hudson, Inc. West Texas Nuclear Pharmacy Partners Wholesale (PI) Limited Williams Drug Distributors, Inc. Wolf Merger Corp. Wrangler Acquisition Sub, Inc. Wuhan Baiji New & Special Drug Store

Company Limited Xiamen Cardinal Baiwei Drug Store Co., Ltd. Xi'an Baiji Advanced Specialty Pharmacy

Company Limited Yorkshire Pharmacy, Inc.

ORD100

Exhibit F 13

McKesson

"Aewige" ärztliche Wirtschaftsgesellschaft m.b.H., HG Wien

"die apoteeke in teesdorf" Mag. pharm. Gerda Kohlhauser KG, LG Wiener Neustadt

"Esplanade-Apotheke" Mag. pharm. Anna-Maria Köck KG, Landesgericht Wels

"Panther Apotheke" Mag. pharm. Sandra Krokos KG, Landesgericht Graz

10101 Woodloch Forest LLC 2012 DREAM LIMITED, England 28CVR LIMITED, England 3068312 Nova Scotia ULC 3069163 Nova Scotia Limited 3069164 Nova Scotia Limited 30MC LIMITED, England 701985 N.B. INC. A C FERGUSON (CHEMIST) LIMITED,

England A. SUTHRELL (HAULAGE) LIMITED,

England A.F.M. Bergamo S.p.A., Italy A.L.I. Holdings LLC A.L.I. Imaging Systems Corp. A.L.I. Technologies (International) LLC AAH BUILDERS SUPPLIES LIMITED,

England AAH FURB PENSION TRUSTEE LIMITED,

England AAH Glass & Windows Limited, England AAH Ireland, Dublin AAH LIMITED, England AAH Lloyds Insurance (IoM) Limited, Isle Of

Man AAH LLOYDS PENSION TRUSTEES

LIMITED, England AAH NOMINEES LIMITED, England AAH ONE LIMITED, Scotland AAH PHARMACEUTICALS LIMITED,

England AAH TWENTY FOUR LIMITED, Scotland AAH TWENTY LIMITED, England AAH TWENTY SIX LIMITED, England ABG Apotheken-Beratungsgesellschaft mbH,

Stuttgart Access Health NZ Limited AccessMed Holdings, Inc. AccessMed, Inc. (AccessMed, LLC) AccessMed, LLC ACME DRUG CO. LIMITED, Scotland ADDED MARKETING LIMITED, England

Adler Apotheke Krems Mag. Gabriele Denk KG, LG Krems an der Donau

Adler-Apotheke Mag.pharm. Ingrid Chvatal KG, LG Leoben

Admenta Beteiligungs GmbH, HG Wien Admenta Denmark ApS, Copenhagen Admenta Deutschland GmbH, Stuttgart ADMENTA HOLDINGS LIMITED, England ADMENTA ITALIA S.P.A., CCIAA di Bologna ADMENTA PENSION TRUSTEES LIMITED,

England Admenta Sweden AB ADMENTA UK LIMITED, England Admenta Verwaltungs GmbH, HG Wien AFM S.p.A., CCIAA di Bologna AHLP PHARMACY LIMITED, England ALCHEM (SOUTHERN) LIMITED, England ALPE-ADRIA PHARMA farmacevtsko podjetje

d.o.o., Ljubljana Alphar Ayeneux, Belgium Alphar Gilly DL, Belgium Alphar Monceau sur Sambre, Belgium Alphar Partners SA, Belgium Alte Löwen-Apotheke Mag. pharm. Kristina

Taubald KG, HG Wien Alte Spora Apotheke Mag.pharm. Stephan

Öhlzelt KG, LG St. Pölten Amethyst Acquisition Corp. Ancavion GmbH, AG Darmstadt Ancillary Management Solutions, Inc. Anton-Bruckner-Apotheke Mag.pharm. Christian

Schwarzenbrunner KG, LG Linz AOR Holding Company of Indiana, Inc. (AOR

Holding Company of Indiana, LLC) AOR Holding Company of Indiana, LLC AOR Management Company of Alabama, Inc. AOR Management Company of Arizona, Inc.

(AOR Management Company of Arizona, LLC) AOR Management Company of Arizona, LLC AOR Management Company of Central Florida,

Inc. AOR Management Company of Florida, Inc. AOR Management Company of Indiana, Inc.

(AOR Management Company of Indiana, LLC) AOR Management Company of Indiana, LLC AOR Management Company of Kansas, Inc. AOR Management Company of Missouri, Inc.

(AOR Management Company of Missouri, LLC) AOR Management Company of Missouri, LLC AOR Management Company of Nevada, Inc. AOR Management Company of New York, Inc.

ORD100

Exhibit F 14

AOR Management Company of North Carolina, Inc.

AOR Management Company of Ohio, Inc. AOR Management Company of Oklahoma, Inc.

(AOR Management Company of Oklahoma, LLC)

AOR Management Company of Oklahoma, LLC AOR Management Company of Oregon, Inc. AOR Management Company of Pennsylvania,

Inc. (AOR Management Company of Pennsylvania, LLC)

AOR Management Company of Pennsylvania, LLC

AOR Management Company of South Carolina, Inc.

AOR Management Company of Texas, Inc. AOR Management Company of Virginia, Inc.

(AOR Management Company of Virginia, LLC) AOR Management Company of Virginia, LLC AOR of Indiana Management Partnership AOR of Texas Management Limited Partnership AOR of Texas Management, LLC AOR Real Estate, Inc. (AOR Real Estate, LLC) AOR Real Estate, LLC AOR Synthetic Real Estate, Inc. (AOR Synthetic

Real Estate, LLC) AOR Synthetic Real Estate, LLC AORIP, Inc. AORT Holding Company, Inc. (AORT Holding

Company, LLC) AORT Holding Company, LLC AORT LP, LLC Aporana AS Apotheke "Zum Bergmann" Mag.pharm. Sabine

Tuttner KG, LG Leoben Apotheke "Zur heiligen Dreifaltigkeit" Mag.

pharm. Edith Schuller-Grundnig KG, Landesgericht Korneuburg

Apotheke "Zur Mutter Gottes" Mag. pharm. Karin Nozicka KG, HG Wien

Apotheke Atzgersdorf Mr. Hermann Latzin KG, Wien

Apotheke im Messepark Mag. pharm. Dietmar Purin KG, LG Feldkirch

Apotheke Niklasdorf Mag. pharm. Matthias Schöggl KG, LG Leoben

APOTHEKE U1 TROSTSTRASSE, Mag. pharm. Max Wellan KG, HG Wien

Apotheke Zum heiligen Antonius Mag. pharm. Walter Staschek KG, LG Wiener Neustadt

Apotheke zum heiligen Schutzengel Mag.pharm. Barbara Penz-Arzberger KG, Landesgericht Graz

Apotheke zum Patriarchen Mag. pharm. Brigitte Kölbl KG, HG Wien

Apotheke Zur hl. Dreifaltigkeit Mag. pharm. Doris Richter KG, LG Wiener Neustadt

Apotheke Zur Hütte Mag. pharm. Mrak KG, LG Leoben

Apovest AS Apovest Drift AS Art Acquisition Subsidiary, Inc. Ascalon International, Inc. ATLAS Travel Clinic Limited, England Attentus Medical Sales, Incorporated (Attentus

Medical Sales, LLC) Attentus Medical Sales, LLC Awarix, Inc. Axis Medical Management, Inc. AYRSHIRE PHARMACEUTICALS LIMITED,

Scotland AZIENDA FARMACEUTICA MUNICIPALE di

Cremona S.p.A., CCIAA di Cremona Azienda Farmacie Milanesi S.p.A., CCIAA di

Milano Babbingore Limited, Dublin BAILLIESTON HEALTH CENTRE

PHARMACY LIMITED, Scotland Ballycane Pharmacy Limited, Ireland BANNISTER & THATCHER LIMITED,

England BARCLAY PHARMACEUTICALS

(ATHERSTONE) LIMITED, England BARCLAY PHARMACEUTICALS LIMITED,

England BARLEY CHEMISTS HOLDINGS LIMITED,

England BARRY SHOOTER (ROMFORD) LIMITED,

England BDI Pharma, Inc. (BDI Pharma, LLC) BDI Pharma, LLC Beausejour Drugs Limited BEAUTY CARE DRUGSTORES LIMITED,

England Beldere Corporation BeneVi Health LLC (Biologics, Inc.) BENU Apotheken B.V., Chamber of commerce

Amsterdam BENU Nederland BV, Kamer van Koophandel

Amsterdam BERKSHIRE MEDICAL SUPPLIES LIMITED,

England BETTERLIFEHEALTHCARE LIMITED,

England BIG PHARMA LIMITED, Scotland Biologics, Inc. Blackhall Pharmaceutical Distributors Limited Blackhawk Development LLC Blackstaff Pharmaceuticals Limited, England

ORD100

Exhibit F 15

Blomsterdalen Apotek AS Blue Medical Supply, Inc. (McKesson Medical-

Surgical Inc.) Boad Seven, Inc. BOFH Holdings Unlimited Company, Ireland Bottomline Medical Solutions, LLC (Linear

Holdings, LLC) Breamor Pharmacy Limited, Ireland Brevard Radiation Oncology, LLC Brickyard Acquisition Inc. (Biologics, Inc.) BRIDPORT MEDICAL CENTRE SERVICES

LIMITED, England Brocacef Groep N.V., Maarssen Brockton Radiation Oncology, LLC Brooklyn Radiation Oncology, LLC Brukar Enterprises, Inc. Bullet Acquisition Corporation CAHILL MAY ROBERTS GROUP LIMITED,

Dublin California Golden State Finance Company Camic Pharmacies Limited, Ireland Canada Distribution Holdings Limited

Partnership Canada Retail Holdings Limited Partnership

Societe en Commandite Gestion Detail Canada Cancer Treatment Associates of Northeast

Missouri, Ltd. CARONET TRADING LIMITED, England Carrollton Radiation Therapy Center, LLC Cascade Medical Supply, Inc. (McKesson

Medical-Surgical Minnesota Supply Inc.) Cavalier Acquisition Company LLC CCCN NW Building JV, LLC Celesio Business Services Ltd., Ireland CENTRALE D`ADMINISTRATION DE BIENS

IMMOBILIERS, Bobigny CGSF Funding Corporation (CGSF Funding

LLC) CGSF Funding LLC Chem Labs Limited, Dublin CHNG Newco LLC CHNG NewSub Inc. City Properties, S.A. Civiche Farmacie Desio S.p.A., Italy Claimone, LLC (Linear Holdings, LLC) ClaimSecure Inc. (SUCCESSOR) CLARK CARE GROUP LIMITED, England CLARK MUNRO LIMITED, Scotland ClarusONE Sourcing Services LLP Clinicians Database, L.L.C. CMR Holdings Ltd, Dublin Coleham, Dublin Colorado Cancer Centers, LLC

Combined Enterprises Corporation COMPANY CHEMISTS ASSOCIATION

LIMITED, England COMPTOIR MONEGASQUE DE BIOCHIMIE,

Monaco COMPTOIR PHARMACEUTIQUE

MEDITERRANEEN, Monaco CONSORZIO SERVIZI SALUTARI S.C.A.

R.L., Italy CookCo, Inc. Cophana SA, Belgium Corporation Groupe Pharmessor/Pharmessor

Group Corporation (SUCCESSOR 10/01/2017) Corporation of America CoverMyMeds LLC CoverMYMeds Specialty Pharmacy Holdings

LLC CoverMYMeds Specialty Pharmacy LLC CPG Industries, Inc. Crocker Plaza Company (Crocker Plaza LLC) Crocker Plaza LLC CROSS AND HERBERT (DEVON) LIMITED,

England CROSS AND HERBERT (HOLDINGS)

LIMITED, England CROSS AND HERBERT LIMITED, England Crowley`s Blackrock Limited, Dublin Cypress Import Brokerage LLC Cypress Medical Products LLC D & K Healthcare Resources LLC D & K Healthcare Resources, Inc. (D & K

Healthcare Resources LLC) D & K Pharmacy Solutions, Inc. D & K Receivables Corporation D.F. O'Neill (Chemists) Ltd, Dublin Dale Apotek AS Danubia-Apotheke Mag. pharm. Barbara Sedelies

KG, HG Wien Dargle Pharmacies Holdings Limited, Ireland DATACARE Datenpflege des

Pharmagroßhandels Ges.m.b.H., HG Wien DATAPHARM, Paris Daytona Beach Radiation Oncology, LLC DC Land Company DCAZ Land Company Delta Clinical Research, LLC DEPOTRADE, Bobigny Derm Vantage, LLC Diana-Apotheke Dr. et Mag. pharm. Michaela

Stipsits KG, LG Eisenstadt Die Apotheke Ebenfurth, Mag.pharm. Beate

Haage-Löwe KG, LG Wiener Neustadt

ORD100

Exhibit F 16

Dispensing Solutions Acquisition Corporation (DS Holdings, Inc.)

Dispensing Solutions, Inc. (Dispensing Solutions, LLC)

Dispensing Solutions, LLC (DS Holdings, Inc.) Ditt Apotek Amfi Os AS Ditt Apotek Rodberg AS Ditt Apotek Sorumsand AS Diversified Healthcare, LLC Dix Bulles Pharma, Belgium DLI Market Intelligence ApS, Denmark DOL Pharmacy Limited, Ireland Donnybrook Pharmacy Limited, Ireland Downtown Los Angeles Radiation Oncology,

LLC DS Holdings, Inc. (DS Holdings, LLC) DS Holdings, LLC (McKesson Medical-Surgical

Top Holdings Inc.) DSRX, Inc. (DS Holdings, Inc.) Dublin 2016 Acquisition, LLC Dublin Holdings Acquisitions, LLC (Vantage

Oncology Holdings, LLC) Dublin POS I Acquisition Corp. (POS I Corp.) East Indy CC, LLC ECLIPSE HEALTHCARE LIMITED, England Edwards Medical Supply, Inc. EM Acquisition Corporation Emploi AS Engel-Apotheke Mag. pharm. Susanne Zauner

KG, LG Wiener Neustadt Ephrata Diamond Spring Water Co. ESCON (ST NEOTS) LIMITED, England Espafarmed S.L., Belgium EUROSANTE (Société en liquidation),

Luxembourg Evesland Limited, Dublin EVOLUTION HOMECARE SERVICES

LIMITED, England EXPERT HEALTH LIMITED, England Family Pharmacy @ Las Colinas LLC Fana Apotek AS FAR.CO.SAN S.p.A., CCIAA di Arezzo FARILLON LIMITED, England Farmacia Garbatella I S.r.l., Italy Farmacie Comunali di Modena S.p.A., Italy Farmacie Comunali di Padova S.p.A., Italy Farmacie di Sassuolo S.p.A., Italy Farmacie Pratesi Pratofarma S.p.A., CCIAA di

Prato FARMALVARION S.R.L. SOCIO UNICO, Italy FASTPRO International, Inc. Federal Medical Supplies, Inc. (McKesson

Medical-Surgical Minnesota Supply Inc.)

Felview Limited, Dublin First Aid Service, Inc. First Choice Medical Supply Holding, Inc. (First

Choice Medical Supply Holding, LLC) First Choice Medical Supply Holding, LLC First Choice Medical Supply, LLC FIRTH & PILLING LIMITED, England Flex-Master Technology Holdings, Inc. Floriani-Apotheke Mag.pharm. Doris Leykauf

KG, LG Graz Foremost de Venezuela, S.A. (Forvensa) Foremost Homes Hawaii, Ltd. Foremost Iran Corporation Foremost Shir, Inc. Foremost Tehran, Inc. FOSTER & PLUMPTON GROUP LIMITED,

England FOSTER & PLUMPTON LIMITED, England Foundation For Opioid Response Efforts G J MALEY LIMITED, Isle Of Man G K CHEMISTS (GLOS) LIMITED, England G K CHEMISTS LIMITED, England GEHE Immobilien GmbH & Co. KG, Stuttgart GEHE Immobilien Verwaltungs-GmbH, Stuttgart GEHE Pharma Handel GmbH, Stuttgart General Medical Inc. GEORGE STAPLES (STOKE) LIMITED,

England Gerard Ryan Pharmacy (Clonmel) Limited,

Dublin GERSTHOFER-APOTHEKE Mag.pharm.

Elisabeth Reisegger KG, HG Wien Giardina Enterprises, Inc. Glendale Radiation Oncology, LLC (Vantage

Oncology Treatment Centers, LLC) Golden State Company, Ltd. Golden State Corporate Services LLC Golden State Insurance Company Limited Golden State Milk Products Company Goodman Manufacturing Company Gorrys Pharmacy Limited, Ireland Goviltown Limited, Westmeath GPL 2007 LIMITED, England GRAEME PHARMACY (STIRLING)

LIMITED, Scotland GREENS PHARMACEUTICAL (HOLDINGS)

LIMITED, England Greenville Radiation Care, Inc. Greystones Pharmacy Limited, Dublin GROUPE PHR, France Gulf South Medical Supply, Inc. (Gulf South

Medical Supply, LLC) Gulf South Medical Supply, LLC

ORD100

Exhibit F 17

Gwinnett Radiation Oncology, LLC H THATCHER LIMITED, England Haleston Enterprises Limited, Dublin HBO & Company (VI), Inc. HBO & Company of Georgia HBOC Ventures, Inc. HC Beteiligungsgesellschaft mbH, HG Wien HDSC Acquisition Corp. Health Data Sciences Corporation Health Mart Atlas, LLC Health Mart Systems, Inc. HEALTH NEEDS LIMITED, England HEALTHCLASS LIMITED, England Heinz Management Co. Helmard Holdings Limited, Dublin HEP HealthQx Holdings, Inc. (McKesson

Technologies Inc.) Herba Chemosan Apotheker-AG, HG Wien HERBERT FERRYMAN LIMITED, England Hercules Parent LLC Herz - Jesu Apotheke Mag. pharm. Marianne

Keller KG, HG Wien Herz Jesu Apotheke & Parfümerie Mag. pharm.

Ingrid Heller KG, LG Feldkirch HF Land Company HFN of Northwest Florida, Inc. HIGGINS & SON (CHEMISTS) LIMITED,

England HILL-SMITH (WARRINGTON) LIMITED,

England HisComp Co., Zee Medical Service Co. HMS Acquisition Corp. HOLLYFAR - Marcas e Comunicação,

Unipessoal, Lda., Portugal HOLMSCROFT HC LIMITED, Scotland HOLON, S.A., Portugal Honeybee Bridge LLC HTP Inc. (HTP LLC) HTP LLC Hubertus-Apotheke Mag.pharm. E. Klettenhofer

KG, HG Wien HUSKY AQUISITION INC. Hygeia Bottled Water, Inc. HYWEL DAVIES (CAERPHILLY) LIMITED,

England IHA Corp. Imagine Health, Inc. INDEPENDENT PHARMACY CARE

CENTRES (2008) LIMITED, England Indian River Radiation Oncology, LLC Infolab, LLC Innovent Oncology, LLC INSPIRON DISTRIBUTION LIMITED, England

Integrated Cancer Care, LLC Integrated Pathology Services IntelliClaim, Inc. Inten GmbH, Stuttgart Intercal, Inc. International Dairy Engineering Co. of Asia, Inc. InterQual Inc. intraFUSION GP, LLC Intrafusion Holding Corp. intraFUSION Purchasing Network, LLC intraFUSION Research Network, LLC Inviva, McKesson Pharma Care Network

Corporation / La Corporation Inviva, Reseau de soins pharmacologiques McKesson (SUCCESSOR)

Iowa Pharmaceutical Services, LLC IPCC LIMITED, England IPD Holdings, Inc. J S DENT LIMITED, England Bradbury (Surgical) Limited, Northern Ireland J.G. Crowley Pharmacy Limited, Dublin JACS, Inc. Jaron, Inc. Jeffersonville Radiation Technology, LLC Jessheim Apotek AS Jewett Drug Co. Jewett Drug LLC Johannes Apotheke Mag. pharm. Deutsch KG,

LG Graz JOHN BELL & CROYDEN LIMITED, England JOHN HAMILTON (PHARMACEUTICALS)

LIMITED, Scotland Jupiter Acquisition Ltd. Kairnbury, Dublin Kathleen Properties Subdivision Association, Inc. Keling Limited Keltman Pharmaceuticals, Inc. (Linear Holdings,

LLC) Kemofarmacija, veletrgovina za oskrbo zdravstva,

d.d., Ljubljana Keystone/Ozone Pure Water Company Kilshallow Limited, Dublin KINGSWOOD CHEMISTS LIMITED, England KINGSWOOD GK LIMITED, England Kitco, Inc. Knowledgeable Healthcare Solutions, Inc. Kreuz-Apotheke KG, HG Wien KWS & P, Inc KWS & P/SFA, Inc. KYLE & CARRICK HOLDINGS LIMITED,

Scotland Laboratoria Flandria NV, Belgium Laboratory Supply Company

ORD100

Exhibit F 18

Labsco Holdings, Inc. (McKesson Medical-Surgical Inc.)

Leesburg Radiation Oncology, LLC LEVELCROWN LIMITED, England Liberty Real Estate NJ LLC Lind-Apotheke Mag. pharm. Alexander Telesko

KG, LG Klagenfurt Linear Holdings, Inc. (McKesson Medical-

Surgical Top Holdings Inc.) Linear Holdings, LLC (Linear Holdings, Inc.) Linear Medical Solutions, LLC LINFORD PHARMACIES LIMITED, England LISEAPOTEKENE AS Lissone Farmacie S.p.A., CCIAA di Monza e

Brianza LIVINGSTON HEALTH CENTRE (P.D) CO.

LIMITED, Scotland LKW, Inc. LLOYDS CHEMISTS LIMITED, England LLOYDS CHEMISTS RETAIL (NORTHERN)

LIMITED, England LLOYDS CHEMISTS RETAIL LIMITED,

England LLOYDS GROUP PROPERTIES LIMITED,

England Lloyds Pharmacy Clinical Homecare Limited,

England LLOYDS PHARMACY LIMITED, England LLOYDS PROPERTIES LIMITED, England LLOYDS Property Management Company

Belgium S.A., Belgium LLOYDS RETAIL CHEMISTS LIMITED,

England Lloyds Retail S.r.l., Socio Unico, Italy LLOYDSFARMACIA ROMA 4 S.R.L., Italy Lloydspharma Group S.A., Belgium Lloydspharma S.A., Belgium Lloydspharmacy Ireland Limited, Dublin Lory Apotheke Mag. pharm. Karin Eichinger KG,

HG Wien LP Clinical Homecare Group Limited, England LPL ONE LIMITED, England M H GILL LIMITED, England M PAYNE & CO LIMITED, England Macfor International Finance Company MACON Acquisition Corp. Macro Helix LLC Madison Acquisition Inc. Marathon Acquisition Subsidiary, Inc. Mariahilf-Apotheke Mag. pharm. Christoph

Rücklinger KG, LG St. Pölten Mariahilf-Apotheke Mag. pharm. Helga Mann

KG, Landesgericht Graz

Marien-Apotheke Mag. pharm. Thomas Job KG, LG Eisenstadt

Marien-Apotheke, Mag.pharm. Eva Grabner KG, Landesgericht Korneuburg

Maryland First Aid Co., Inc. MASTA Limited, England Masters Drug Company, Inc. MATIS Immobilien OHG, Stuttgart Maurice F. Dougan Limited, Dublin May Roberts Ltd, Dublin MCK Acquisition Corp. McK International Financial Holdings (Barbados)

SRL McKesson (Cayman Islands) Inc. McKesson (Shanghai) Trading Company Limited McKesson + Strategic Solutions ULC / Solutions

Strategiques McKesson + ULC McKesson Automation Systems Inc. McKesson Belgium Holdings SPRL, Belgium McKesson Canada Corporation/La Corporation

McKesson Canada (SUCCESSOR) McKesson Canada Finance IA ULC McKesson Canada Finance IB ULC McKesson Capital Funding Corp. McKesson Capital Funding Corporation McKesson Capital LLC McKesson Central Fill LLC (McKesson

Distribution Holdings LLC) McKesson Contract Research Organization LLC McKesson Cork Business Solutions Unlimited

Company McKesson Corporate Properties, Inc. McKesson Corporation McKesson Development Corp. McKesson Distribution Holdings LLC McKesson Drug Company LLC McKesson Europe AG McKesson Europe Holdings GmbH & Co. KGaA McKesson Europe Holdings Verwaltungs GmbH McKesson Financial Holdings II Unlimited

Company McKesson Financial Holdings Unlimited

Company McKesson Financing Trust III McKesson Financing Trust IV McKesson Foundation Inc. McKESSON FRANCE HOLDINGS, Bobigny McKesson France Retail, Bobigny B McKesson Funding Company of Canada McKesson Global Procurement & Sourcing

Limited McKesson Global Sourcing Limited

ORD100

Exhibit F 19

McKesson Global Sourcing Limited [Irish Branch]

McKesson Health Solutions Holdings LLC McKesson Health Solutions LLC McKesson Health Solutions Puerto Rico Inc. McKesson Health Solutions Texas Inc. McKesson High Volume Solutions Inc. McKesson Information Solutions Finance S.a.r.l. McKesson Information Solutions Holdings II

S.a.r.l. McKesson Information Solutions Holdings III

S.a.r.l. McKesson Information Solutions Holdings IV

S.a.r.l. McKesson Information Solutions Holdings V

S.a.r.l. McKesson Information Solutions III LLC McKesson Information Solutions Inc. (McKesson

Information Solutions LLC) McKesson Information Solutions IV LLC McKesson Information Solutions LLC McKesson Information Solutions Topholdings

S.a.r.l. McKesson Information Solutions UK Limited McKesson International Bermuda IP2A Limited McKesson International Bermuda IP2B

Unlimited McKesson International Bermuda IP3A Limited McKesson International Bermuda IP3B

Unlimited (McKesson International Bermuda IP3A Limited)

McKesson International Bermuda IP4A Limited McKesson International Bermuda IP4B


McKesson International Bermuda IP5A Limited McKesson International Bermuda IP5B


McKesson International Bermuda Opco1A Limited

McKesson International Bermuda Opco1B Unlimited (McKesson International Bermuda Opco1A Limited)


McKesson International Bermuda Opco3B Unlimited (McKesson International Bermuda Opco3A Limited)


McKesson International Bermuda Opco4B Unlimited

McKesson International Finance III Limited (McKesson US Finance Corporation)

McKesson International Finance S.a.r.l. McKesson International Holdings III S.a.r.l. McKesson International Holdings IV S.a.r.l. McKesson International Holdings S.a.r.l. McKesson International Holdings Unlimited

Company McKesson International Holdings VI S.a.r.l. McKesson International Holdings VII S.a.r.l. McKesson International Investment Corp. McKesson International Ireland I Limited McKesson International LLC McKesson International Malaysia Sdn Bhd McKesson International S.a.r.l. McKesson International Topholdings S.a.r.l. McKesson Ireland Limited McKesson Logistics Solutions McKesson Medical Imaging Company Ltd.

(predecessor) McKesson Medical-Surgical FDT Inc. McKesson Medical-Surgical Government

Solutions LLC McKesson Medical-Surgical Holdings Inc. McKesson Medical-Surgical Inc. McKesson Medical-Surgical Iowa Inc. McKesson Medical-Surgical Iowa Supply Inc. McKesson Medical-Surgical Maine Inc. McKesson Medical-Surgical Manufacturing Inc. McKesson Medical-Surgical MediMart Inc. McKesson Medical-Surgical MediNet Inc. McKesson Medical-Surgical Minnesota Inc.

(McKesson Medical-Surgical Holdings Inc.) McKesson Medical-Surgical Minnesota Supply

Inc. McKesson Medical-Surgical Supply Chain

Services LLC McKesson Medical-Surgical Top Holdings Inc. McKesson Medication Management Holdings

Inc. McKesson Medication Management Virgin

Islands Inc. McKesson Norway Holdings AS McKesson Pharmacy Optimization LLC McKesson Pharmacy Systems Canada ULC McKesson Pharmacy Systems LLC McKesson Plasma and Biologics LLC McKesson Prescription Drug Plan LLC McKesson Property Company, Inc. McKesson Purchasing Company LLC McKesson Services Inc. (McKesson Services

LLC) McKesson Services LLC

ORD100

Exhibit F 20

McKesson Sourcing Services Inc. McKesson Specialized Distribution Inc. /

McKesson Distribution Specialisee Inc. (Successor)

McKesson Specialty Arizona Inc. McKesson Specialty Care Distribution

Corporation (McKesson Specialty Care Distribution LLC)

McKesson Specialty Care Distribution JV LLC McKesson Specialty Care Distribution LLC McKesson Specialty Corporation McKesson Specialty Distribution LLC McKesson Specialty Health Innovative Practice

Services, LLC McKesson Specialty Health Management

Services LLC McKesson Specialty Health Pharmaceutical &

Biotech Solutions, LLC McKesson Specialty Health Pharmaceutical &

Biotech Solutions, LP (McKesson Specialty Health Pharmaceutical & Biotech Solutions, LLC)

McKesson Specialty Health Technology Products LLC

McKesson Specialty Pharmacy, LP (RxC Acquisition Company)

McKesson Specialty Prescription Services (Atlantic) Corporation/Corporation McKesson Services de Prescription Spécialisée (Atlantique)

McKesson Specialty Prescription Services (B.C.) Corporation

McKesson Specialty Prescription Services Corporation

McKesson SPS (Manitoba) Corporation McKesson Strategic Services Limited McKesson Technologies Inc. McKesson Trading Company McKesson Transportation Systems, Inc. McKesson UK Finance I Limited McKesson UK Finance II Limited McKesson UK Finance V Limited McKesson UK Holdings Limited McKesson US Finance Corporation McKesson US Holdings GP McKesson Ventures LLC McKesson Ventures Unlimited Company McQueary Bros. Drug Company McQueary Bros. Drug Company, LLC McSweeney Dispensers 10 Limited, Ireland McSweeney Dispensers 23 Limited, Ireland MDD pharma N.V., Belgium MED3000 Health Solutions Southeast MED3000 RPG

Medaid Supply, Inc. Medcon Telemedicine Technology, Inc. Median Healthcare Services Unlimited Company,

Ireland Medical & Vaccine Products, Inc. Medical Advisory Services for Travellers Abroad

Limited, England Medical Specialties Distributors Holdings, Inc.

(MSD Parent Corporation) Medical Specialties Distributors, LLC Medical Specialties Holdings Corp. (Medical

Specialties Holdings II Corp.) Medical Specialties Holdings II Corp. Medicentres Canada Inc. (SUCCESSOR) Medicine Shoppe Atlantic Corporation Medicine Shoppe Canada Corporation Medicine Shoppe Canada Real Estate Corporation MEDIMART LIMITED, England MediVation, Inc. MedVentive Inc. MeMed CZ s.r.o., Praha Menges Medizintechnik Schweiz AG, Sankt

Gallen Merlin Subsidiary Inc. Merrick Healthcare Limited Metabolic Healthcare Holdings Limited, England Metabolic Healthcare Limited, England Metropolitan Integrated Cancer Center, L.L.C. MH/USON Radiation Management Company,

LLC MHD-USO General, LLC MHD-USO Management Company, LP MHS Connecticut LLC Michigan Pharmaceutical Services, LLC Mid-Atlantic Radiation Oncology LLC Millennium Merger Corporation Mohawk Liqueur Corporation Mohren-Apotheke Mag. Christian Müller KG, LG

Graz Moore Medical LLC (McKesson Medical-

Surgical Government Solutions LLC) Mosaic Acquisition Corporation MOUNT PHARMACY LIMITED, England MSA Products LLC MSD Acquisition Corp. (Medical Specialties

Holdings Corp.) MSD Parent Corporation (MSD Acquisition

Corp.) Multum Information Services, Inc. MUNRO PHARMACY LIMITED, Scotland MWPC Acquisition Corp. MWPC Acquisition Corp. (PA) My MHealth Limited, England & Wales

ORD100

Exhibit F 21

myhca, inc. NARO, LLC National Oncology Alliance, Inc. Natureline, Dublin NDC of Canada, Inc. NDCHealth Corporation NDCHealth Pharmacy Systems and Services, Inc. Nebraska Pharmaceutical Services, LLC Negatron, Inc. Nensi d.o.o., Ljubljana NERO GP, LLC New Experimental Therapeutics of San Antonio,

LLC NEW KIRK PHARMACY LIMITED, Scotland New Mexico Pharmaceutical Services, LLC NewHealthCo, LLC NexCura, LLC (McKesson Specialty Health

Technology Products LLC) Nibelungen-Apotheke Mag. pharm. Michaela

Wachter KG, LG St. Pölten Norsk Medisinaldepot AS North Carolina Pharmaceutical Services, LLC Northeast Pennsylvania Radiation Oncology, LP Northern Arizona Oncology Centers, LLC Northern Boulevard Radiation Oncology

Management, LLC Northern San Fernando Valley Radiation

Oncology, LLC Northstar Healthcare Holdings Limited Northstar Healthcare Holdings Unlimited

Company Northstar Healthcare Limited Northstar Healthcare Unlimited Company Northstar International Holdings Limited Northstar Rx LLC Norvern Enterprises, Inc. NR Direct, Inc. (McKesson Patient Care

Solutions Inc.) O`Leary Pharmacy (Lucan) Limited, Dublin OCP FORMATION, Bobigny OCP PORTUGAL, PRODUTOS

FARMACÊUTICOS, S.A., Maia OCP REPARTITION, Bobigny B OCP, Bobigny Oncology Holdings II, Inc. Oncology Holdings, Inc. Oncology Rehab Partners, LLC Oncology Therapeutics Network Corporation Oncology Today, LP OnMark, Inc. Optimed Health Limited, England & Wales Orca Acquisition Corp. Ørebekk Apotek AS

Oswald-Apotheke Mag. pharm. Ilse Pedevilla KG, LG Feldkirch

OTN Generics, Inc. OTN Participant, Inc. Outpatient Infusion Systems, Inc Øygarden Apotek AS P C Cahill & Company Limited, Dublin P.L.C.E., Inc. Packet Merger Sub Inc. PALEMODA LIMITED, England Palm Merger Sub, Inc. Panther Acquisition Corporation Panther-Apotheke Mag. pharm. Margarete Breyha

KG., LG St. Pölten Paracelsus-Apotheke Mag. pharm. Dr. Birgit

Müller KG, Austria Pathology Service Associates, LLC Pathway Purchasing Network, LLC Patient Account Management Services, Inc. PAUL WHEELER LIMITED, England PCB SA, Belgium PEEL STREET PHARMACY LIMITED,

England peerVue, Inc. (DE) peerVue, Inc. (NH) Pemberton Marketing International Limited Penn-Chem Corporation PERILLA Grundstücks-Verwaltungsgesellschaft

mbH & Co. KG, AG München Per-Se Transaction Services, Inc. PF2 McKesson Technologies Inc. PF2 SpinCo Inc. Pharma Belgium Belmedis SA, Belgium PHARMA PARTNERS, Belgium Pharma Services (NI) Limited, Northern Ireland Pharmaceutical Distributors Federation Ireland

Company Limited By Guarantee Pharmaceutical Support Services, Inc. Pharmacie Ananga-Talom, Belgium Pharmacie de la Bascule, Belgium PHARMACTIV DISTRIBUTION, Bobigny B Pharmacy O`Riada Holdings Limited, Dublin PHARMAGEN LIMITED, England PHILIP GOODMAN LIMITED, England PHR ANTILLES, FORT DE FRANCE PhyServ Solutions, Inc. Physician Micro Systems, Inc. Physician Oncology Services Management

Company, LLC Physician Reliance Holdings, LLC Physician Reliance Maryland, LP Physician Reliance Network, Inc. (Physician

Reliance Network, LLC)

ORD100

Exhibit F 22

Physician Reliance Network, LLC Physician Reliance, L.P. Physician Reliance, LLC Physician Sales & Service Limited Partnership Physician Sales & Service, Inc. (McKesson

Medical-Surgical Top Holdings Inc.) Pindsle Apotek AS PMLX Limited POC Management Group, LLC (Dispensing

Solutions, Inc.) Podiatry Online, Inc. Portico Systems of Delaware, Inc. POS I Corp. (Dublin 2016 Acquisition, LLC) Presbyterian Cancer Center-Dallas, LLC Prescribing Support Services Limited, England &

Wales Prima Brands Limited, Northern Ireland PRIMELIGHT LIMITED, England Prismedica S.A.S. PRN Physician Reliance, LLC Pro-AvO GmbH, Deutschland Proclaim, Inc. (McKesson Medical-Surgical

MediMart Inc.) PRODILAB, France Providence Radiation Oncology Partners LLC PSS China Sourcing Limited PSS Global Holdings PSS Global Sourcing China Business Trust PSS Global Sourcing Hong Kong Limited PSS Global Sourcing Limited [Hong Kong] PSS HK 1 Limited PSS Holding, Inc. (McKesson Medical-Surgical

Inc.) PSS Service, Inc. (McKesson Medical-Surgical

Top Holdings Inc.) PSS Southeast Asia Limited PSS World Medical, Inc. PST Products, LLC PST Services, Inc. (PST Products, LLC) Purchasing Alliance for Clinical Therapeutics,

LLC R F FOSKETT & SON LIMITED, England R GORDON DRUMMOND LIMITED, England R/X Automation Solutions, LLC Raabtal-Apotheke Mag.pharm. Karin Drawetz

KG, Landesgericht Graz Radiation Oncology Services of America, Inc. Radiotherapy Clinic Holdings, LLC Radiotherapy Clinics of Kentuckiana, LLC Radiotherapy Clinics of Kentuckiana-2, LLC Radius Data Solutions, LLC Radius Reimbursement Services, LLC Radunnco, Inc.

Rancare, Inc. Randolph Home Care Inc. Randolph Medical Inc. RCOG Cancer Centers, LLC Rebel Distributors Corp. (McKesson Medical-

Surgical Top Holdings Inc.) recucare GmbH, Stuttgart recusana GmbH, Stuttgart Regenbogenapotheke "Am Leberberg" Mag.

pharm. Andreas Portisch KG, HG Wien RelayHealth Corporation (McKesson Information

Solutions LLC) Renoir Acquisition Corporation Renoir Acquisition Corporation (DE) RESEAU SANTE, BREST RetraceHealth, Inc. Rexall Pharmacy Group Ltd. Rexall/Pharma Plus Pharmacies (BC) Ltd. Rexall/Pharma Plus Pharmacies (Sask) Ltd. Rexall/Pharma Plus Pharmacies Ltd. Riel, Inc. Riverside Radiation Oncology, LLC (Vantage

Oncology Treatment Centers, LLC) R-jet, Incorporated RMCC Cancer Center, Inc. (RMCC Cancer

Center, LLC) RMCC Cancer Center, LLC ROSA of Eastern Shore, LLC ROSA of Georgia, LLC ROSA of South Alabama, LLC ROSA of Southern New Jersey, LLC Roth Medical Services, Inc. RPRS, LLC RX Information Technology LLC RxC Acquisition Company RxCrossroads 3PL LLC Ryle and De Lacy Pharmacies Limited, Ireland S.K.U., Inc. Salus-Apotheke Mag. pharm. Simone Gaigg KG,

Salzburg Salvator - Apotheke Mag. pharm. Gertrude Pölzl

KG, LG Leoben San Bruno Mountain Ltd., A California Limited

Partnership Sandviken Apotek AS Sangers (Northern Ireland) Limited, Northern

Ireland SANOVA Pharma GesmbH, HG Wien SAVORY & MOORE (JERSEY) LIMITED,

Jersey SAVORY & MOORE LIMITED, Scotland SCHOLES (CHEMISTS) LIMITED, England

ORD100

Exhibit F 23

Schutzengelapotheke Neufeld Mag. Schweifer KG, LG Eisenstadt

Scrip Pak, LLC (Linear Holdings, LLC) Script2U Holdings LLC Script2U LLC ScriptHero LLC ScriptHero Pharmacy Holdings LLC ScriptHero Pharmacy LLC Select RX, LLC (Linear Holdings, LLC) SelectPlus Oncology, LLC Sens Arbeidsinkludering AS Sens Eiendom AS Sens Gruppen AS Sens Utvikling AS SERVICE DE LA REPARTITION

PHARMACEUTIQUE, Paris SF Valley Derm Equipment I, LLC Sherman Oaks Radiation Oncology, LLC

(Vantage Oncology Treatment Centers, LLC) Sherman Oaks Radiation Technology, LLC

(Vantage Oncology Treatment Centers, LLC) Shoup Properties, Inc. SHS V Medtech Investments GmbH & Co. KG Simply Medical LLC SIVEM Pharmaceuticals ULC/SIVEM Produits

Pharmaceutiques ULC Six R Investments, Inc. SOCIETE COOPERATIVE OUEST PARTAGE,

BREST SOCIETE D`ETUDES ET DE REALISATIONS

INFORMATIQUES, Monaco Sofarmex BVBA, Belgium Sofiadis SCRL, Belgium Soldier Acquisition Corporation SOPI The Lough Limited, Ireland SOPI Youghal Limited, Ireland SourceTenn LLC South Alabama Cancer Centers, LLC South Bay Radiation Oncology, LLC South Pacific Medical Inc. Southeast Merger Corp. Southeast Texas Cancer Centers, L.P. Southern California Radiation Oncology, LLC Spider Acquisition Corporation Spirit Acquisition Corporation Spring Valley Industries, LLC St. Louis Pharmaceutical Services, LLC St. Lucas-Apotheke Mag.pharm. Ilona Elisabeth

Leitner KG, HG Wien St. Markus Apotheke Dr. Elke Kramberger-

Kaplan KG, LG Linz St. Richard Apotheke Mag.pharm. Ursula Kohl

KG, Landesgericht Korneuburg

Stadion-Apotheke Mag. pharm. Ulrike Grosser-Schmidt KG, LG St. Pölten

Stadt-Apotheke "Zur heiligen Barbara" Mag. pharm. Igor Mauritsch KG, Austria

Stadtapotheke Fürstenfeld Mag. pharm. Waltraud Maier KG, Landesgericht Graz

Stat RX USA, LLC (Linear Holdings, LLC) STATIM FINANCE LIMITED, England STEPHEN SMITH LIMITED, Guernsey Sterling Medical Services, LLC (McKesson

Patient Care Solutions Inc.) STQ LLC Strategic Health Alliance II, Inc. Strategic Health Alliance Management Corp. Strategic Sourcing Services LLC Streator Radiation Oncology, LLC Stubaital-Apotheke Mag.pharm. Christian

Kernstock KG, LG Innsbruck Summa Script LLC Sund Apotek AS SUPERFIELD LIMITED, England Supplylogix LLC T AND I WHITE LIMITED, England T. Sheridan Sales & Marketing, Dublin Tabor Apotheke Mag. pharm. Wolfram Schaden

KG, LG Steyr Targa Parent Holdings, LLC TBC Products, Inc. Temperature Controlled Pharmaceuticals Limited Test Corporation changed 2 GM 3 AG Test Entity - Corporation Test Entity - Corporation (Glenette) Test Entity - LLC (Anne) Test Entity - LLC (Glenette) Test Entity - LLC (Karen) Test Entity - LLC (Melissa) Test Entity - LP Test Entity - Manager LLC Test Entity - Member LLC Test Entity - Parent Corporation Texas Pharmaceutical Services, LLC Texas Proton Therapy Center, LLC The Oregon Cancer Centers, Ltd. Theratech, Inc. (McKesson Medical-Surgical Top

Holdings Inc.) Thriftymed, Inc. (McKesson Medical-Surgical

Top Holdings Inc.) THURNBY ROSE LIMITED, England Titus Home Health Care LLC Tjellesen Max Jenne A/S, Rodovre Todin A/S, Denmark TOPS Pharmacy Services, Inc. Tower Radiation Technology, LLC

ORD100

Exhibit F 24

Tracer Enterprises LLC Tri-State Radiation Oncology Centers, LLC Tuna Acquisition Corp. Tyler Radiation Equipment Leasing, LLC Unicare Dispensers 16 Limited, Ireland Unicare Dispensers 27 Limited, Ireland Unicare Dispensers 5 Limited, Ireland Unicare Pharmacy Group Limited, Dublin United Drug (Wholesale) Limited United Drug Distributors Ireland Limited Unity Oncology, LLC Urbani-Apotheke Mag. pharm. Bernhard Prattes

KG, LG Graz US Oncology Corporate, Inc. US Oncology Holdings, Inc. US Oncology Lab Services, LLC US Oncology Pharmaceutical Services, LLC US Oncology Pharmacy GPO, L.P. US Oncology Reimbursement Solutions, LLC US Oncology Research, Inc. (US Oncology

Research, LLC) US Oncology Research, LLC US Oncology Specialty, LP US Oncology, Inc. USCITA LIMITED, England USON Insurance Company USON Risk Retention Group, Inc. Utah Acquisition Corporation Valley Equipment Company Vantage Acquisition Company, LLC (Vantage

Oncology, LLC) Vantage Acquisition Finance, LLC (Vantage

Oncology, LLC) Vantage Cancer Care - Alabama, LLC (Vantage

Cancer Care Networks, LLC) Vantage Cancer Care - Indiana, LLC (Vantage

Cancer Care Networks, LLC) Vantage Cancer Care - New Mexico, LLC

(Vantage Cancer Care Networks, LLC) Vantage Cancer Care Network of Alabama, LLC

(Vantage Cancer Care Networks, LLC) Vantage Cancer Care Network of Indiana, LLC

(Vantage Cancer Care Networks, LLC) Vantage Cancer Care Network of New Mexico,

LLC (Vantage Cancer Care Networks, LLC) Vantage Cancer Care Networks, LLC Vantage Cancer Centers of Georgia, LLC Vantage Central Ohio Radiation Therapy, LLC Vantage Equipment Acquisition, LLC Vantage Exton Radiation Oncology, LLC Vantage Medical Management Services, LLC Vantage Mokena Radiation Oncology, LLC Vantage Oncology - Brooklyn, LLC

Vantage Oncology Centers - Beverly Hills, LLC Vantage Oncology Finance Co. (Vantage

Oncology, LLC) Vantage Oncology Holdings, LLC Vantage Oncology LLC PAC Corporation Vantage Oncology Physics, LLC Vantage Oncology Treatment Centers - Brevard,

LLC Vantage Oncology Treatment Centers - Brockton,

LLC Vantage Oncology Treatment Centers - Central

Florida, LLC (Vantage Oncology Treatment Centers, LLC)

Vantage Oncology Treatment Centers - Northern Arizona, LLC

Vantage Oncology Treatment Centers - Ohio, LLC (Vantage Oncology Treatment Centers, LLC)

Vantage Oncology Treatment Centers - San Antonio, LLC (Vantage Oncology Treatment Centers, LLC)

Vantage Oncology Treatment Centers - Tri-State, LLC

Vantage Oncology Treatment Centers, LLC Vantage Oncology, LLC Vantage Operational Support Services, LLC Vantage Radiation Oncology Associates, LLC Vantage San Antonio Radiation Oncology, LLC

(Vantage Oncology Treatment Centers - San Antonio, LLC)

Vantage South Suburban Radiation Oncology, LLC

VC Services, Inc. VEC GP, LLC VerbalCare, LLC Verdal Apotek AS Very Important Products, Inc. Visitacion Associates Vitapharm, proizvodnja in trgovina farmacevtskih

izdelkov d.o.o., Murska Sobota Vitusapotek Jessheim Storsenter AS Vitus-Apoteket Torvbyen Fredrikstad AS VOTC-Queens, LLC Vulcan Acquisition Subsidiary, Inc. W H CHANTER LIMITED, England W H GREEN (CHEMISTS) LIMITED, England W JAMIESON (CHEMISTS) LIMITED,

England W.H.C.P. (DUNDEE) LIMITED, Scotland Walsh Distribution, L.L.C. Walsh Healthcare Solutions LLC Walsh Healthcare Solutions, Inc. Walsh Heartland, L.L.C.

ORD100

Exhibit F 25

Walsh Southwest L.L.C. Well.ca ULC West Florida Radiation Therapy, LLC West Wholesale Drug Co. WESTCLOSE LIMITED, England Western Tumor Radiation Oncology, LLC

(Vantage Oncology Treatment Centers, LLC) Westside LA Derm Equipment I, LLC WFCC Radiation Management Company, LLC Wickham Radiation Oncology, LLC (Vantage

Oncology Treatment Centers, LLC) Wiley Industries, LLC Wilkes Barre Radiation Technology, LLC

(Vantage Oncology Treatment Centers, LLC) Wilkes-Barre Radiation Oncology, LLC Windmill Realty, LLC WOODSIDE PHARMACY (GLASGOW)

LIMITED, Scotland World Medical Government Solutions, LLC WorldMed Shared Services, Inc. WZ-WundZentren GmbH, AG Düsseldorf Ybbstal-Apotheke Mag.pharm. Adelheid

Tazreiter KG, LG St. Pölten Zeepro, Inc.

ORD100

Exhibit G 1

Settlement Payment Schedule

Restitution/ Abatement

Base Incentive Payment A

Incentive Payment B

Incentive Payment C

Incentive Payment D

Additional Restitution

Amount

Costs-State Nassau and Suffolk Attorney

Fees

Nassau and Suffolk costs and expenses

Other Subdivision

Fees

Other Subdivision

Costs

Maximum Total Payment

Payment 1

$42,724,855.60 $24,735,442.70 $17,989,412.90 $11,243,383.05 $6,746,029.85

$6,287,273.37 $15,000,000.00 $40,000,000.00 $50,000,000.00 $2,933,116.82 $3,750,000 $160,695,245.79

Payment 2

$44,901,740.35 $25,995,744.42 $18,905,995.93 $11,816,247.44 $7,089,748.49

$11,002,728.40

$3,254,156.70 $59,158,625.45

Payment 3

$44,901,740.35 $25,995,744.42 $18,905,995.93 $11,816,247.44 $7,089,748.49

$10,216,819.23 $15,000,000.00 $5,838,996.60 $75,957,556.18

Payment 4

$56,200,888.68 $32,537,356.62 $23,663,532.06 $14,789,707.55 $8,873,824.51

$3,958,970.97 $60,159,859.65

Payment 5

$56,200,888.68 $32,537,356.62 $23,663,532.06 $14,789,707.55 $8,873,824.51

$3,958,970.97 $60,159,859.65

Payment 6

$56,200,888.68 $30,310,341.81 $22,043,884.98 $13,777,428.11 $8,266,456.88 $3,846,661.89

$3,958,970.97 $60,159,859.65

Payment 7

$56,200,888.68 $30,310,341.81 $22,043,884.98 $13,777,428.11 $8,266,456.88 $3,846,661.89

$3,958,970.97 $60,159,859.65

Payment 8

$66,099,016.30 $36,040,836.75 $26,211,517.67 $16,382,198.53 $9,829,319.14 $3,846,661.89

$66,099,016.30

Payment 9

$66,099,016.30 $36,040,836.75 $26,211,517.67 $16,382,198.53 $9,829,319.14 $3,846,661.89

$66,099,016.30

Payment 10

$66,099,016.30 $36,040,836.75 $26,211,517.67 $16,382,198.53 $9,829,319.14 $3,846,661.89

$66,099,016.30

Payment 11

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 12

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 13

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 14

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 15

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 16

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 17

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Payment 18

$55,562,893.97 $29,940,976.49 $21,775,255.60 $13,609,534.76 $8,165,720.84 $3,846,661.89

$55,562,893.97

Total $1,000,132,091.68 $550,072,650.57 $400,052,836.65 $250,033,022.92 $150,019,813.75 $50,006,604.57

$27,506,821.00 $30,000,000.00 $40,000,000.00 $50,000,000.00 $27,862,154.00 3,750,000 $1,179,251,066.79

ORD100

Exhibit H 1

Illustrative Examples of Settlement Prepayments

Example 1

Gross Settlement Prepayment: $177,224,804

Settlement Prepayment Reduction Schedule: Reduce Settlement Payments for Year 8 by $66,099,016, Year 13 by $55,562,894, and Year 18 by $55,562,894

Net Settlement Prepayment Amount (assumes discount rate of 5%): $153,093,449 ($57,098,815 for Year 5, $47,997,317 for Year 10, and $47,997,317 for Year 15)

Payment Year Initial Settlement

Payment Schedule (Base Payments)

Settlement Prepayment Reduction

(-)

Net Settlement Prepayment

(+)

Revised Settlement Payment Schedule (Base Payments)

1 $42,724,856 $42,724,856 2 $44,901,740 $44,901,740 3 $44,901,740 $44,901,740 4 $56,200,889 $56,200,889 5 $56,200,889 $57,098,815 $113,299,704 6 $56,200,889 $56,200,889 7 $56,200,889 $56,200,889 8 $66,099,016 $66,099,016 $0 9 $66,099,016 $66,099,016

10 $66,099,016 $47,997,317 $114,096,333 11 $55,562,894 $55,562,894 12 $55,562,894 $55,562,894 13 $55,562,894 $55,562,894 $0 14 $55,562,894 $55,562,894 15 $55,562,894 $47,997,317 $103,560,211 16 $55,562,894 $55,562,894 17 $55,562,894 $55,562,894 18 $55,562,894 $55,562,894 $0

Total $1,000,132,092 $177,224,804 $153,093,449 $976,000,737

ORD100

Exhibit H 2

Example 2

Gross Settlement Prepayment: $177,862,799

Settlement Prepayment Reduction Schedule: Reduce Settlement Payments for Year 4 by $56,200,889, Year 9 by $66,099,016, and Year 14 by $55,562,894

Net Settlement Prepayment Amount (assumes discount rate of 5%): $169,393,142 ($53,524,656 for Year 3, $62,951,444 for Year 8, and $52,917,042 for Year 13)

Payment Year Initial Settlement

Payment Schedule (Base Payments)

Settlement Prepayment Reduction

(-)

Net Settlement Prepayment

(+)

Revised Settlement Payment Schedule (Base Payments)

1 $42,724,856 $42,724,856 2 $44,901,740 $44,901,740 3 $44,901,740 $53,524,656 $98,426,396 4 $56,200,889 $56,200,889 $0 5 $56,200,889 $56,200,889 6 $56,200,889 $56,200,889 7 $56,200,889 $56,200,889 8 $66,099,016 $62,951,444 $129,050,460 9 $66,099,016 $66,099,016 $0

10 $66,099,016 $66,099,016 11 $55,562,894 $55,562,894 12 $55,562,894 $55,562,894 13 $55,562,894 $52,917,042 $108,479,936 14 $55,562,894 $55,562,894 $0 15 $55,562,894 $55,562,894 16 $55,562,894 $55,562,894 17 $55,562,894 $55,562,894 18 $55,562,894 $55,562,894

Total $1,000,132,092 $177,862,799 $169,393,142 $991,662,435

ORD100

Exhibit I 1

ABC IRS Form 1098-F

ORD100

Exhibit J 1

Cardinal Health IRS Form 1098-F

ORD100

Exhibit K 1

McKesson IRS Form 1098-F

ORD100

Exhibit L 1

Subdivision Settlement Participation Form

Governmental Entity: 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 New York Settlement Agreement dated [DATE] (the “Agreement”), and acting through the undersigned authorized official, hereby elects to participate in the Agreement, release all Released Claims against Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Agreement, understands that all terms in this Election and Release have the meanings defined therein, and agrees that by this Election, the Governmental Entity elects to participate in the Agreement and become a Participating Subdivision as provided therein.

2. The Governmental Entity shall, within 14 days of the Initial Participation Date and prior to the filing of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that it has filed.

3. The Governmental Entity agrees to the terms of the Agreement pertaining to Subdivisions as defined therein.

4. By agreeing to the terms of the Agreement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

5. The Governmental Entity agrees to use any monies it receives through the Agreement solely for the purposes provided therein.

6. The Governmental Entity submits to the jurisdiction of the court where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Agreement.

7. The Governmental Entity has the right to enforce the Agreement as provided therein.

8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Agreement, including but not limited to all provisions of Section X, and along with all departments, agencies, divisions, boards, commissions, districts,

ORD100

Exhibit L 2

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 Agreement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Agreement shall be a complete bar to any Released Claim.

9. In connection with the releases provided for in the Agreement, 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 Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Agreement.

10. Nothing herein is intended to modify in any way the terms of the Agreement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Agreement in any respect, the Agreement controls.

I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity.

ORD100

Exhibit L 3

Signature: _____________________________ Name: _____________________________ Title: _____________________________ Date: _____________________________

ORD100

Exhibit M 1

Stipulations of Discontinuance with Prejudice

[This page intentionally left blank.]

ORD100

Exhibit M 2

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK IN RE OPIOID LITIGATION

Index No. 400000/2017 Hon. Jerry Garguilo Index No. 400016/2018

THE PEOPLE OF THE STATE OF NEW YORK by LETITIA JAMES, Attorney General of the State of New York, Plaintiff, -against- Purdue Pharma L.P., et al., Defendants.

STIPULATION OF DISCONTINUANCE WITH PREJUDICE

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned,

counsel of record for Plaintiff, the People of the State of New York, by its attorney, LETITIA

JAMES, Attorney General of the State of New York, and for Defendants McKesson Corporation,

Cardinal Health, Inc., Kinray, LLC and AmerisourceBergen Drug Corporation, Bellco Drug

Corp., and American Medical Distributors, Inc., (collectively, “Distributor Defendants”), that,

pursuant to C.P.L.R. 3217, the following action is hereby voluntarily discontinued with prejudice

as to Distributor Defendants only, without costs as to any party against the other:

1. The People of the State of New York v. Purdue Pharma L.P., et al., Case No.

400016/2018.

ORD100

Exhibit M 3

Dated: July ______, 2021 New York, New York REED SMITH LLP /s/ Robert A. Nicholas______ Robert A. Nicholas Shannon E. McClure Michael J. Salimbene REED SMITH LLP Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, Pennsylvania 19103 (215)851-8100 [email protected] [email protected] [email protected] GIBBONS P.C. Paul E. Asfendis GIBBONS P.C. One Pennsylvania Plaza New York, New York 10119 (212)613-2000 [email protected] Attorneys for Defendants AmerisourceBergen Drug Corporation, Bellco Drug Corp., and American Medical Distributors, Inc.

LETITIA JAMES Attorney General of the State of New York _________________________ Office of the New York State Attorney General 28 Liberty Street, 23rd Floor New York, NY 10006 Tel: [PHONE] [EMAIL]

Counsel for Plaintiff, The People of the State of New York

WILLIAMS & CONNOLLY LLP /s/ Steven Pyser Steven Pyser Enu Mainigi (admitted pro hac vice) J. Andrew Keyes (admitted pro hac vice) Steven M. Pyser Ashley W. Hardin (admitted pro hac vice) Williams & Connolly LLP 725 12th St NW Washington, DC 20005 Phone: (202) 434-5000 [email protected] [email protected]

ORD100

Exhibit M 4

[email protected] [email protected] Counsel for Defendants Cardinal Health, Inc. and Kinray, LLC COVINGTON & BURLING LLP /s/ Paul W. Schmidt________ Paul W. Schmidt David A. Luttinger Jr. Christopher Y. L. Yeung COVINGTON & BURLING LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 841-1000 [email protected] [email protected] [email protected] Andrew P. Stanner COVINGTON & BURLING LLP One CityCenter 850 Tenth Street NW Washington DC, 20001 (202) 662-6000 [email protected] Counsel for Defendant McKesson Corporation

SO ORDERED: Dated: HON. JERRY GARGUILO, J.S.C.

ORD100

Exhibit M 5

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK IN RE OPIOID LITIGATION

Index No. 400000/2017 Hon. Jerry Garguilo Index No. 400001/2017

The County of Suffolk, New York, Plaintiff, -against- Purdue Pharma L.P., et al., Defendants The County of Nassau, New York, Plaintiff, -against- Purdue Pharma L.P., et al., Defendants.

Index No. 400008/2017


IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, counsel

of record for Plaintiffs Suffolk County, New York and Nassau County, New York, and for

Defendants McKesson Corporation, PSS World Medical, Inc., Cardinal Health, Inc., Kinray, LLC,

AmerisourceBergen Drug Corporation, Bellco Drug Corp., and American Medical Distributors,

Inc. (collectively, “Distributor Defendants”), that, pursuant to C.P.L.R. 3217, the following actions

are hereby voluntarily discontinued with prejudice as to Distributor Defendants only, without costs

as to any party against the other:

ORD100

ORD100

Exhibit M 7

Steven M. Pyser Ashley W. Hardin (admitted pro hac vice) WILLIAMS & CONNOLLY LLP 725 Twelfth Street, N.W. Washington, DC 20005 (202) 434-5000 [email protected] [email protected] [email protected] [email protected] Attorneys for Defendants Cardinal Health, Inc. and Kinray, LLC COVINGTON & BURLING LLP /s/ Paul W. Schmidt________ Paul W. Schmidt David A. Luttinger Jr. Christopher Y. L. Yeung COVINGTON & BURLING LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 841-1000 [email protected] [email protected] [email protected] Andrew P. Stanner COVINGTON & BURLING LLP One CityCenter 850 Tenth Street NW Washington DC, 20001 (202) 662-6000 [email protected] Counsel for Defendant McKesson Corporation and PSS World Medical, Inc.

SO ORDERED: Dated: HON. JERRY GARGUILO, J.S.C.

ORD100

Exhibit N 1

New York Opioid Settlement Sharing Agreement

This Agreement sets forth the terms and conditions governing the sharing and allocation of funds between and among the State of New York and the New York Subdivisions (as defined below) received from Statewide Opioid Settlement Agreements (as defined below) with the Opioid Supply Chain Participants (as defined below).

Whereas, the people of the State of New York and its communities have been harmed by misfeasance, nonfeasance, and malfeasance committed by certain entities within the opioid supply chain; and

Whereas, the State of New York and certain New York Subdivisions are engaged in litigation seeking to hold Opioid Supply Chain Participants accountable for the damage caused by their misfeasance, nonfeasance, and malfeasance; and

Whereas, the State of New York and the New York Subdivisions share a common desire to abate and alleviate the impacts of the misfeasance, nonfeasance, and malfeasance of the Opioid Supply Chain Participants throughout the State of New York;

Now therefore, the State of New York and the New York Subdivisions enter into this Agreement relating to the allocation, distribution, and use of the proceeds of Settlements (as defined below).

I. DEFINITIONS

A. “Approved Uses” means any opioid or substance use disorder related projects or programs that fall within the list of uses in Schedule C.

B. “Lead State Agency” means the New York State Office of Addiction Services and Supports. As provided for in Section V, The Lead State Agency will coordinate with the New York Department of Health, the New York Office of Mental Health, and the New York Division of Housing and Community Renewal, as well as other agencies, to expend and oversee funds from the Opioid Settlement Fund.

C. The “Advisory Board” means the advisory board created and described by Section V under the Lead State Agency.

D. “Direct Share Subdivision” means every county of the State of New York other than the County of Nassau, the County of Suffolk, and the City of New York.

E. “New York Subdivisions” means each county, city, town, village or special district in New York.

F. “Opioid Settlement Funds” shall mean monetary amounts obtained through a Statewide Opioid Settlement Agreement as defined in this Agreement.

ORD100

Exhibit N 2

G. “Opioid Supply Chain Participant” shall mean any entity or person that engages in or has engaged in the manufacture, marketing, promotion, distribution, or dispensing of an opioid analgesic, including their officers, directors, employees, or agents, acting in their capacity as such.

H. “Parties” means the State of New York and the New York Subdivisions who execute this agreement.

I. “Statewide Opioid Settlement Agreements” shall mean settlement agreements jointly entered into by the State of New York and New York Subdivisions with any Opioid Supply Chain Participant.

J. “Opioid Settlement Fund” means the fund created by Section IV, which will be used or distributed in accordance with Section IV and this Agreement.

II. GENERAL FINANCIAL AND STRUCTURE TERMS

A. Scope of Agreement. This Agreement applies to all Statewide Opioid Settlement Agreements entered into with an Opioid Supply Chain Participant on or after June 19, 2021.

B. Allocation and Distribution of Funds for Restitution and Abatement. Opioid Settlement Funds from each Settlement shall be allocated and distributed as follows:

1. 17.5% to the State of New York, unless not in accordance with state law. The Office of the Attorney General shall have the discretion to allocate a portion of these funds to local governments not listed in the annexed allocation chart.

2. 16.39% to the Lead State Agency to be placed in the Opioid Settlement Fund for Regional Spending on Approved Uses. In combination, the amount of Regional Spending of the Opioid Settlement Fund committed to cities other than New York City with a 2020 population of more than 90,000 shall not be less than 1.89% of the total Opioid Settlement Funds.

3. 20% to the Lead State Agency to be placed in the Opioid Settlement Fund for Discretionary Spending on Approved Uses and for Administration of the Opioid Settlement Fund.

4. 5.4% to the Direct Share Subdivisions as “Direct Unrestricted Funds.”

5. 5.4% to the Direct Share Subdivisions for spending on Approved Uses (“Direct Restricted Funds”).

6. 6.68% to the County of Nassau for spending on Approved Uses.

7. 8.63% to the County of Suffolk for spending on Approved Uses.

8. 20% to the City of New York for spending on Approved Uses.

ORD100

Exhibit N 3

C. Redistribution in Certain Situations. In the event a New York Subdivision merges, dissolves, or ceases to exist, the allocation percentage for that New York Subdivision shall be redistributed equitably based on the composition of the successor New York Subdivision. If a New York Subdivision for any reason is excluded from a specific Settlement, including because it does not execute a release as required by Section III.A, the allocation percentage for that New York Subdivision pursuant to Sections II.B.4 and 5 shall be redistributed equitably among the participating New York Subdivisions.

D. Direct Payment of Certain Funds. All Opioid Settlement Funds allocated to the Direct Share Subdivisions, the Counties of Nassau and Suffolk, and the City of New York pursuant to Sections II.B.4, 5, 6, 7 and 8 shall be paid directly and as promptly as reasonably practicable by the Opioid Supply Change Participant or settlement fund administrator(s) to the Direct Share Subdivisions, the Counties of Nassau and Suffolk, and the City of New York.

E. Attorneys’ Fees and Expenses. Unless state law or the applicable Statewide Opioid Settlement Agreement provides otherwise, Attorneys’ fees and expenses will be determined and paid according to each Direct Share Subdivision’s and New York Subdivision’s contracts with its respective counsel. This does not prevent counsel for New York subdivisions to agree to recover solely from: (1) the common benefit and contingency fee funds if established pursuant to settlements with Opioid Supply Chain Participants; or (2) payment of attorneys’ fees and costs directly from Opioid Supply Chain Participants.

III. THE DIRECT SHARE SUBDIVISION AND CITY OF NEW YORK FUNDS

A. Distribution of the Direct Share Subdivision Funds. The Direct Unrestricted Funds and the Direct Restricted Funds shall be paid to the Direct Share Subdivisions that execute a release for a given Statewide Opioid Settlement Agreement, pursuant to Section II.B.4 and 5, and will be fully distributed among them pursuant to the allocation set forth in Schedule A to this Agreement.

B. Certification of Spending on Approved Uses. Each year, the Direct Share Subdivisions, the City of New York and the Counties of Nassau and Suffolk shall certify to the Lead State Agency and the Advisory Board that all funds distributed to them pursuant to Sections II.B.5, 6, 7 and 8 of this Agreement, which were spent during the preceding year, were spent on projects and programs that constitute Approved Uses. These certifications shall be made by August 1 of each year following the year in which such funds were spent and shall be accompanied by a detailed accounting of the spending of such funds as well as analysis and evaluation of the projects and programs they have funded.

IV. THE OPIOID SETTLEMENT FUND

A. Establishment of the Opioid Settlement Fund.

1. Each year the Lead State Agency will allocate approximately 45% of the Opioid Settlement Fund (16.39% of the total Opioid Settlement Funds) for Approved Uses in the various regions and large cities of New York State, except New York City and the Counties of Nassau and Suffolk, pursuant to a commitment to spend in each such region and each city other than

ORD100

Exhibit N 4

New York City with a population of more than 90,000 the corresponding percentages shown in Schedule B. Of this amount, at least 1.89% of the total Opioid Settlement Funds received by New York shall be set aside for cities other than New York City with a population of more than 90,000. Each New York Subdivision other than New York City and the Counties of Nassau and Suffolk that has executed a release may apply for and receive funds from the Opioid Settlement Fund, provided however, that each such Subdivision shall, as a condition to the receipt of these funds, certify at the end of each fiscal year during which it receives such funds that all funds provided to it under this provision of the Agreement were spent on projects and programs that constitute Approved Uses and provided that it complies with the reporting requirements set forth in Section IV.E.

2. Each year the Lead State Agency will set aside approximately 55% of the Opioid Settlement Fund (20% of the total Opioid Settlement Funds) for spending by the Lead State Agency to (a) fund State projects that constitute Approved Uses, and (b) carry out the duties of the Lead State Agency and Advisory Board under this Agreement, including oversight and administration of the Opioid Settlement Fund and the Advisory Board. No more than 5% of the total Opioid Settlement Fund may be used in any fiscal year for oversight and administrative costs of the Opioid Settlement Fund and the Advisory Board.

B. Approved Uses. The Approved Uses are set forth in Schedule C below. The Advisory Board may recommend to the Legislature adding or removing Approved Uses in response to changing substance use disorder needs in the state. The Advisory Board may not recommend that Approved Uses be removed from the list of Approved Uses without the vote of three-fourths of the present members of the Advisory Board.

C. Oversight and Auditing. The Lead State Agency will engage in oversight and audits of projects and programs funded through the Opioid Settlement Fund.

D. New York Subdivision Reporting. Each New York Subdivision that receives funds from the Opioid Settlement Fund under this Agreement will annually provide to the Lead State Agency and Advisory Board a detailed accounting of the spending of such funds as well as analysis and evaluation of the projects and programs it has funded. Such accounting shall be provided by August 1 of each year following the year in which such funds were spent. The Lead Agency may withhold future funds from any New York Subdivision that is delinquent in providing this reporting, until the required report is submitted.

E. Lead Agency Reporting. The Lead State Agency and other relevant government commissioners, in consultation with the Advisory Board, will annually provide the Governor, Speaker of the Assembly, the Temporary President of the Senate, and other legislative leaders as provided by law, a written report, which, among other things, provides a detailed accounting of the previous year’s spending of all monies in the Opioid Settlement Fund, any spending by the Direct Share Subdivisions pursuant to Sections II.B.5, any spending by the Counties of Nassau

ORD100

Exhibit N 5

or Suffolk pursuant to Section II.B.6 and 7, and any spending by New York City pursuant to Section II.B.8, as well as an analysis and evaluation of the projects and programs so funded. This report shall be provided on or before November 1 of each year, beginning one year after the initial deposit of monies in the Opioid Settlement Fund. At the same time, in consultation with the Advisory Board, the Lead State Agency will report annually the results of research funded by funds from this Agreement, the status of any outstanding audits, and the non-binding recommendations of the Advisory Board.

V. THE ROLE OF THE ADVISORY BOARD

A. The Structure of the Advisory Board. The Advisory Board will be established under the Lead Agency and comprised of 19 members, serving set terms. Each member of the Advisory Board will have one vote, with all actions being taken by an affirmative vote of the majority of present voting members, except where otherwise provided for in this Agreement or by law.

1. Appointments to the Advisory Board. The Advisory Board shall consist of 19 members, including the Commissioner of the Office of Addiction Services and Supports, the Commissioner of Mental Health, the Commissioner of Health (or their designees) serving as ex-officio non-voting members. The Governor, the Attorney General, the Speaker of the Assembly and the Temporary President of the Senate shall each appoint 2 voting members, and the Mayor of the City of New York shall appoint one voting member. The remaining 7 voting members shall be appointed from a list of persons provided by the New York State Association of Counties. These appointments will be made two each by the Temporary President of the Senate and the Speaker of the Assembly, and one each by the Minority Leader of the Senate, the Minority Leader of the Assembly and the Attorney General. Appointed members shall serve three-year terms and in the event of a vacancy, such vacancy shall be filled in the manner of the original appointment for the remainder of the term. The Advisory Board membership shall include persons, to the extent possible, who have expertise in public and behavioral health, substance use disorder treatment, harm reduction, criminal justice, or drug policy. Further, the Advisory Board shall include individuals with personal or professional experience with substance use and addiction issues and co-occurring mental illnesses as well as providing services to those that have been disproportionately impacted by the enforcement and criminalization of addiction.

2. Meetings of the Advisory Board. The Advisory Board shall hold at least quarterly public meetings, to be publicized and located in a manner reasonably designed to facilitate attendance by residents throughout the State. The Advisory Board shall function in a manner consistent with New York’s meeting, open government or similar laws, and with the Americans with Disabilities Act.

ORD100

Exhibit N 6

3. Consensus. Members of the Advisory Board shall attempt to reach consensus with respect to recommendations and other actions to the extent possible. Consensus is defined in this process as a general agreement achieved by the members that reflects, from as many members as possible, their active support, support with reservations, or willingness to abide by the decision of the other members. Consensus does not require unanimity or other set threshold and may include objectors. In all events, however, actions of the Advisory Board shall be effective if supported by at least a majority of its voting members, except where otherwise provided for by this Agreement or by law.

4. Payment and Ethics. Members of the Advisory Board will receive no compensation but will be reimbursed for actual and necessary expenses incurred in the performance of their duties. The members of the Advisory Board shall not take any action to direct funding from the Opioid Abatement Fund to any entity in which they or their family members have any interest, direct or indirect, or receive any commission or profit whatsoever, direct or indirect.

B. Responsibilities. On or before November 1 of each year, beginning November 1, 2021, the Advisory Board shall issue a written report of recommendations regarding specific opioid abatement priorities and expenditures from the Opioid Settlement Fund for Approved Uses. This report shall be provided to the Governor, the Temporary President of the Senate, the Speaker of the Assembly, and other legislative leaders as provided by law. In carrying out its obligations to provide such recommendations, the Advisory Board may consider local, state and federal initiatives and activities that have been shown to be effective in preventing and treating substance use disorders as well as maintaining recovery and assisting with the collateral effects of substance use disorders for individuals and their families or support system. Such recommendations may be Statewide or specific to Regions and recommend Statewide or Regional funding with respect to specific programs or initiatives. Such recommendations shall also incorporate mechanisms for measurable outcomes for determining the effectiveness of funds expended for Approved Uses; and monitor the level of permitted administrative expenses in paragraph IV.A.2. The goal is for a process that produces recommendations that are recognized as being an efficient, evidence-based approach to abatement that addresses the State’s greatest needs while also including programs reflecting particularized needs in local communities. It is anticipated that such a process will inform and assist the State in making decisions about spending from the Opioid Settlement Fund. To the extent the State chooses not to follow a recommendation of the Advisory Board’s, it will make publicly available within 14 days after the decision is made a written explanation of the reasons for its decision, and allow 14 days for the Advisory Board to respond. The Advisory Board shall have additional advisory responsibilities, including reporting on projects and programs related to addressing the opioid epidemic, developing priorities, goals and recommendations for spending on such projects and programs, working with the Lead State Agency to develop measurable outcomes for such projects and programs, and making recommendations for policy changes.

C. Staff and Administration. The Lead State Agency and any other relevant agency will provide staff, resources and technical assistance to the Advisory Board.

ORD100

Exhibit N 7

D. Research. The Advisory Board will recommend to the Lead State Agency research to fund and oversee related to addressing the opioid epidemic, including for outside grants.

VI. Recoveries Other Than Money

In the event that any part of a Settlement is received other than in money, the Parties will negotiate in good faith to agree upon a method of sharing such Settlement in a manner as consistent as practicable with the sharing of Opioid Settlement Funds under this Agreement. In the event that the Parties are unable to reach an agreement, then the method of sharing shall be determined by the Advisory Board, whose decision shall be final and binding on the Parties.

VII. Retention of Jurisdiction

The Supreme Court, County of Nassau, shall retain jurisdiction of the Parties for the purpose of this Agreement, including its interpretation and enforcement.

LETITIA JAMES Attorney General of the State of New York By: _________________________ Date:_________________ Jennifer Levy, First Deputy Attorney General Office of the New York State Attorney General 28 Liberty Street, 23rd Floor New York, NY 10006 Tel: 212-416-8450 [email protected] Counsel for The People of the State of New York

7/20/21

ORD100

ORD100

Exhibit N 9

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________

ORD100

Exhibit N 10

_____________________________ _____________________________

Counsel for ____________________

ORD100

Exhibit N 11

Schedule A

Allegany 0.492651319% Cattaraugus 0.885804166% Chautauqua 1.712744591% Erie 13.981832649% Niagara 3.416877066% Western Region 20.489909791% Genesee 0.710630089% Livingston 0.678797077% Monroe 9.384433024% Ontario 1.309944722% Orleans 0.412856571% Seneca 0.386847050% Wayne 0.994089249% Wyoming 0.411657124% Yates 0.247909288% Finger Lakes Region 14.537164194% Broome 2.790673871% Chemung 1.231939720% Chenango 0.516475286% Delaware 0.549364256% Schuyler 0.208248729% Steuben 1.137138754% Tioga 0.542347836% Tompkins 1.177586745% Southern Tier Region 8.153775199% Cayuga 0.903523653% Cortland 0.541036257% Madison 0.810595101% Onondaga 6.323758786% Oswego 1.549495093% Central NY Region 10.128408890% Fulton 0.462070473% Herkimer 0.658308079% Montgomery 0.453395949%

ORD100

Exhibit N 12

Oneida 2.826733181% Otsego 0.670962131% Schoharie 0.277769778% Mohawk Valley Region 5.349239592% Clinton 0.831513299% Essex 0.367293246% Franklin 0.457353060% Hamilton 0.030269643% Jefferson 1.273686826% Lewis 0.251124198% St. Lawrence 1.234262202% North Country Region 4.445502475% Albany 2.791375201% Columbia 0.656790382% Greene 0.793267678% Rensselaer 1.270734936% Saratoga 1.679317072% Schenectady 1.217397796% Warren 0.612162823% Washington 0.479903545% Capital Region 9.500949434% Dutchess 4.381104459% Orange 5.187725669% Putnam 1.184886753% Rockland 3.081816868% Sullivan 1.888626559% Ulster 2.462996041% Westchester 9.207894077% Mid-Hudson Region 27.395050426%

ORD100

Exhibit N 13

Schedule B

Western Region 18.127131908%

Finger Lakes Region 12.860822502%

Southern Tier Region 7.213529004%

Central NY Region 8.960459360%

Mohawk Valley Region 4.732396222%

North Country Region 3.932872842%

Capital Region 8.405354899%

Mid-Hudson Region 24.236011664%

Albany 0.772105290%

Buffalo 3.867429560%

Rochester 2.595770859%

Syracuse 1.749176400%

Yonkers 2.546939490%

ORD100

Exhibit N 14

Schedule C – Approved Uses

I. TREATMENT

A. TREAT OPIOID USE DISORDER (OUD)

Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based, 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, 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, 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; or

e. Evidence-informed residential services programs, as noted below.


4. Improve oversight of Opioid Treatment Programs (OTPs) to assure evidence-based, evidence-informed or promising practices such as adequate methadone dosing and low threshold approaches to treatment.


6. 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.,

ORD100

Exhibit N 15

surviving family members after an overdose 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, including medical detox, referral to treatment, or connections to other services or supports.

8. Training for 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 undeserved areas.


10. Fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments.

11. Scholarships and supports for certified addiction counselors and other mental and behavioral health providers involved in addressing OUD any co-occurring SUD/MH conditions, including but not limited to training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.

12. Scholarships for persons to become certified addiction counselors, licensed alcohol and drug counselors, licensed clinical social workers, and licensed mental health counselors practicing in the SUD field, and scholarships for certified addiction counselors, licensed alcohol and drug counselors, licensed clinical social workers, and licensed mental health counselors practicing in the SUD field for continuing education and licensing fees.

13. 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 for clinicians who have obtained a DATA 2000 waiver.

14. 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.

15. 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

ORD100

Exhibit N 16

Support people in treatment for and recovery from OUD and any co-occurring SUD/MH conditions 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, including supportive housing, residential treatment, medical detox services, peer support services and counseling, community navigators, case management, transportation, and connections to community-based services.


3. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, 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.

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.

6. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions.

7. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions.

8. Identifying successful recovery programs such as physician, pilot, and college recovery programs, and providing support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.

9. Engaging 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.

10. 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.

11. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.

ORD100

Exhibit N 17

12. Create or support culturally-appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.


C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED (CONNECTIONS TO CARE)

Provide connections to care for people who have – or at risk of developing – OUD and any cooccurring SUD/MH conditions through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following:


2. Fund 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 most common.


5. 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, 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 or persons that have experienced an opioid overdose.


9. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery

ORD100

Exhibit N 18

housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MH conditions or to persons who have experienced an opioid overdose.

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 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 supporting prevention, intervention, treatment, and recovery programs focused on young people.



14. Engage non-profits and 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.

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.

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 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 and pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as:

a. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (PAARI);

ORD100

Exhibit N 19

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; or


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.

2. Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services.

3. Support treatment and recovery courts for persons with OUD and any co-occurring SUD/MH conditions, but only if they provide referrals to evidence-informed treatment, including MAT.

4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions who are incarcerated in jail or prison.

5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions who are leaving jail or prison, who have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.

6. Support critical time interventions (CTI), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.

7. Provide training on best practices for addressing the needs of criminal-justice-involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or

ORD100

Exhibit N 20

other services offered in connection with any of the strategies described in this section.

E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE SYNDROME

Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome, 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, and other measures educate and provide support to families affected by Neonatal Abstinence Syndrome.

2. Training for obstetricians and other healthcare personnel that work with pregnant women and their families regarding OUD treatment and any co-occurring SUD/MH conditions.

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. Child and family supports for parenting women with OUD and any co-occurring SUD/MH conditions.

5. Enhanced family supports and child care services for parents with OUD and any cooccurring SUD/MH conditions.


7. Offer home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, including but not limited to parent skills training.

8. 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.

ORD100

Exhibit N 21

II. PREVENTION

A. 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:


2. Academic counter-detailing to educate prescribers on appropriate opioids prescribing.


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:



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.

b. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of

ORD100

Exhibit N 22

Transportation’s Emergency Medical Technician overdose database.

7. Increase electronic prescribing to prevent diversion or forgery.

8. Educating Dispensers on appropriate opioid dispensing.

B. 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:




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. Engaging non-profits and faith community as a system 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.


9. Support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.

ORD100

Exhibit N 23


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 address mental health needs in young people that (when not properly addressed) increase the risk of opioid or other drug misuse.

C. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION)

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. Increasing availability and distribution of naloxone and other drugs that treat overdoses to 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, and other members of the general public.

2. Public health entities provide 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.



8. Educate 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.

ORD100

Exhibit N 24

10. Expand access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.

11. Support 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. Provide 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. Support screening for fentanyl in routine clinical toxicology testing.

III. OTHER STRATEGIES

A. FIRST RESPONDERS

In addition to items C8, D1 through D7, H1, H3, and H8, support the following:

1. Law enforcement expenditures related to the opioid epidemic

2. Educate law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.

3. Provisions of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events.

B. 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 including, but not limited to costs associated with local opioid task forces, community buprenorphine waiver trainings, and coordination and operation of community-based treatment prevention programing.

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

ORD100

Exhibit N 25

preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list.

4. Provide resources to staff government oversight and management of opioid abatement programs.

C. TRAINING

In addition to the training referred to in items above A7, A8, A9, A12, A13, A14, A15, B7, B10, C3, C5, E2, E4, F1, F3, F8, G5, H3, H12, and I2, 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 network programs and services regarding the capability of government, community, and not-for-profit entities to abate the opioid crisis.

2. Support infrastructure and staffing for collaborative cross-systems coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co-occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).

D. 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.


3. Research improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.


5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids.

6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g. Hawaii HOPE and Dakota 24/7).

ORD100

Exhibit N 26

7. Research on expanded modalities such as prescription methadone that can expand access to MAT.

8. Epidemiological surveillance of OUD-related behaviors in critical populations including individuals entering the criminal justice system, including but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (ADAM) system.

9. 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.

10. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes.

E. POST-MORTEM

1. Toxicology tests for the range of synthetic opioids presently seen in overdose deaths as well as newly evolving synthetic opioids infiltrating the drug supply.

2. Toxicology method development and method validation for the range of synthetic opioids observed now and in the future, including the cost of installation, maintenance, repairs and training of capital equipment.

3. Autopsies in cases of overdose deaths resulting from opioids and synthetic opioids.

4. Additional storage space/facilities for bodies directly related to opioid or synthetic opioid related deaths.

5. Comprehensive death investigations for individuals where a death is caused by or suspected to have been caused by an opioid or synthetic opioid overdose, whether intentional or accidental.

6. Indigent burial for unclaimed remains resulting from overdose deaths.

7. Navigation-to-care services for individuals with opioid use disorder who are encountered by the medical examiner’s office as either family and/or social network members of decedents dying of opioid overdose.

8. Epidemiologic data management and reporting to public health and public safety stakeholders regarding opioid overdose fatalities.

ORD100

Exhibit O 1

List of New York Subdivisions and Special Districts Represented by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC

Napoli Shkolnik New York Clients

Allegany County Amherst Town Amsterdam City Auburn City Buffalo City Cattaraugus County Cayuga County Chautauqua County Cheektowaga Town Chemung County Chenango County Clinton County Cortland County Essex County Franklin County Genesee County Hamilton County Ithaca City Kingston City Lancaster Town Livingston County Madison County Mount Vernon City Nassau County Niagara County Ogdensburg City Orleans County Otsego County Poughkeepsie City Poughkeepsie Town Putnam County Rensselaer County Rochester City Saratoga Springs City Schoharie County

ORD100

Exhibit O 2

Schuyler County Steuben County Tioga County Tompkins County Tonawanda Town Warren County Westchester County Saratoga County Yates County

Simmons Hanley Conroy LLC New York Clients

Broome County Columbia County Dutchess County Erie County Fulton County Greene County Herkimer County Lewis County Monroe County New York City Ontario County Orange County Oswego County Schenectady County Seneca County St Lawrence County Suffolk County Sullivan County Ulster County Washington County Wyoming County

ORD100

Exhibit P 1

Case Management Order

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK

IN RE OPIOID LITIGATION Index No. 400000/2017

Hon. Jerry Garguilo

CASE MANAGEMENT ORDER APPLICABLE TO NON-SETTLED PLAINTIFFS ASSERTING CLAIMS AGAINST SETTLING DEFENDANTS

This Case Management Order (“CMO”) shall apply to all plaintiffs with cases pending as

of [Date of Final Court Approval of Settlement] against Settling Defendants and to all new

plaintiffs filing cases after that date against Settling Defendants (collectively, “Plaintiff’ or

“Plaintiffs”), whose claims are pending in this coordinated proceeding and not released by the

Settlement Agreement in this action entered into on [settlement date] (“Settlement Agreement”).

As used herein, “Settling Defendants” refers to McKesson Corporation, Cardinal Health, Inc.,

AmerisourceBergen Corporation, and all Released Entities as that term is defined in the Settlement

Agreement. Pursuant to the order of the Coordination Panel, all such new cases filed in the State

of New York shall be assigned to the In re Opioid Litigation pending before this Court and shall

be subject to the terms of this CMO.

Good cause appearing, it is ordered as follows:

ORD100

Exhibit P 2

A. Plaintiffs’ Requirement to Produce Certain Specified Information About

Their Claims

1. Plaintiffs’ Production Requirements. Each Plaintiff shall serve the following documents

and/or information upon counsel for Settling Defendants:

(a) Fact Sheet. If not already completed, executed, and served, each

Plaintiff shall serve upon the Settling Defendants within the deadlines specified herein a

completed copy of the Fact Sheet, attached as Exhibit A to Case Management Order No. 2 (see

NYSCEF No. 543). Each Plaintiff that has already completed, executed, and served a compliant

Fact Sheet shall serve upon the Settling Defendants within the deadlines specified herein an

updated Fact Sheet reflecting any material change in the facts underlying the Plaintiff’s claims or

shall affirm that no such material change applies. Simultaneously with its service of its Fact

Sheet or affirmation, each Plaintiff shall serve upon Settling Defendants a verified statement

under oath setting forth how each element of their claims has not been resolved pursuant to the

terms of the Settlement and the state and regional abatement fund provided therein.

(b) Record Production.

(i) Each Plaintiff shall produce all records establishing the

existence of each of their claims. If Plaintiff claims the existence of a public nuisance, Plaintiff

shall produce all records establishing the existence of a public nuisance, a definition of the

nuisance and evidence to support its existence, and all records supporting a claim for nuisance

“abatement” relief (including without limitation a categorization and itemization of any

requested nuisance abatement relief and evidence to support each component of such relief).

(ii) Each Plaintiff shall produce all records supporting a claim

of damages or any other type of monetary relief, including but not limited to abatement remedies

ORD100

Exhibit P 3

or any other injunctive relief that would require any expenditure by the Defendants. Such

records shall include a categorization and itemization of claimed damages or other type of relief,

and calculations and evidence for each component of such claimed relief. Each Plaintiff shall

also specify whether the alleged amounts were paid or reimbursed through a grant, insurance, or

other third-party source and provide records evidencing such payment or reimbursement.

(iii) For any other relief involving the expenditure of money,

including expenditures for the provision of services, each Plaintiff shall specify the entities that

will make the expenditures, when and how long those entities will make the expenditures, and

the nature and amount of the expenditures, including how they will address any and all alleged

harms. Each Plaintiff shall produce all documents relied upon in identifying or calculating the

claimed relief.

(iv) Each Plaintiff seeking any form of relief based directly or

indirectly upon allegedly unnecessary prescriptions shall identify those prescriptions, to whom

and by whom the prescriptions were written, the pharmacy that filled each such prescription,

whether the Plaintiff was reimbursed for them, and the Plaintiff’s basis for identifying the

prescriptions.

(v) Each Plaintiff seeking any form of relief based directly or

indirectly upon harm allegedly attributable to prescription opioid orders that the Plaintiff

contends the Settling Distributors should not have shipped pursuant to a suspicious order

regulation shall identify those orders, including the date of each such order; the product(s)

ordered; the quantities ordered; the pharmacy or other dispensing entity that placed the order;

and the Plaintiff’s basis for identifying the order, including any sources relied upon and

algorithms used.

ORD100

Exhibit P 4

(c) Affidavit. An affidavit signed by each Plaintiff and its counsel (i)

attesting that the Plaintiff has complied with all requirements of the Fact Sheet attached as

Exhibit A to the Court’s Case Management Order No. 2; (ii) attesting that records have been

collected in compliance with this CMO; and (iii) attesting that all records collected have been

produced pursuant to this CMO. If any of the documents or records described in this Section B

do not exist, the signed affidavit by the Plaintiff and its counsel shall state that fact and the

reasons, if known, why such materials do not exist.

(d) Expert Reports. Each Plaintiff shall serve on counsel for Settling

Defendants a case-specific expert report or reports executed by a qualified expert, under oath,

and subject to the penalties of perjury (a “Case-Specific Expert Report”). The Case-Specific

Expert Report shall include all matter required to comply with the Rules of the Commercial

Division of the Supreme Court of the State of New York, including without limitation

Commercial Division Rule 13, and at least:

(i) Plaintiff’s Information. The Plaintiff’s name;

(ii) Expert’s Information. The name, professional address, and

curriculum vitae of the expert, including a list of all publications authored by the expert within

the preceding ten (10) years, and the foundation for the expert’s opinion in relation to the

expert’s professional experience;

(iii) Plaintiff’s Records. All records reviewed by the expert in

preparation of the Case-Specific Expert Report;

(iv) Reliance Materials. All materials relied on by the expert in


ORD100

Exhibit P 5

(v) Locations. If the Plaintiff is asserting a public nuisance

claim, the location(s) where the Plaintiff alleges a public nuisance exists, including with

specificity how Plaintiff has been affected by such public nuisance and copies of documents

relied upon, if any, as evidence of such alleged effect.

(vi) Subjects of Report(s). The Case-Specific Expert Report(s)

must collectively include all matters on which the expert(s) intend to rely, including but not

limited to the following:

(1) Whether the Plaintiff’s records reviewed by the expert(s) indicate that the Plaintiff suffered

any injury or damage and, if so, the nature of the alleged injury or damage;

(2) Whether the Plaintiff’s records reviewed by the expert(s) indicate the existence of a nuisance

and, if so, the nature of the nuisance;

(3) Whether the Plaintiff’s records reviewed by the expert(s) indicate that Settling Defendants

engaged in any wrongful conduct and, if so, the nature and details of that conduct (including, but

not limited to, (a) any allegedly unnecessary prescriptions or (b) any specific orders of

prescription opioids that the expert opines that the Settling Defendants should not have shipped),

and the basis for identifying (a) or (b) as wrongful;

(4) An opinion that there is in fact a causal relationship between the individual Plaintiff’s claims

and Settling Defendants’ alleged conduct and the basis for that opinion;

(5) An opinion quantifying the relief requested by the Plaintiff, including any “abatement” relief,

damages, statutory penalties, and any other claim for damages or any other monetary relief,

including but not limited to abatement remedies or any other injunctive relief that would require

any expenditure by the Defendants, with specific detailed calculations and evidence for each

ORD100

Exhibit P 6

component of such relief, prepared and sworn/affirmed to by such expert and subject to the

penalties of perjury.

(6) All computer code, work papers, data, and other sources underlying any calculations or other

analysis relating to the subject matter of subparagraphs (1) - (5) above and necessary to replicate

those calculations or analysis.

2. Deadline to comply.

(a) For each Plaintiff with claims pending against Settling Defendants

as of the entry of this CMO, the items required by Section B.1 shall be produced no later than

[DATE], or ninety (90) days after the date such Plaintiff elects not to settle its claims, whichever

is sooner.

(b) For each Plaintiff with claims newly filed in or transferred to this

proceeding against Settling Defendants after the entry of this CMO, the items required by

Section B.1 shall be produced no later than ninety (90) days after the case is filed in or

transferred to this proceeding.

3. Failure to comply.

(a) Notice of Non-Compliance and Opportunity to Cure. If any

Plaintiff fails to comply with any provision of this Order, Settling Defendants shall provide

Plaintiff written notice of such non-compliance (“Notice of Non-Compliance”) specifying the

non-compliance. Upon receipt of a Notice of Non-Compliance, Plaintiff shall have sixty (60)

days to cure its non-compliance specified in the Notice of Non-Compliance. During the period

wherein non-compliance has not yet been cured, all litigation deadlines applicable to Settling

Defendants, including without limitation deadlines for discovery or to file and serve a pleading

or motion responsive to a Plaintiff’s complaint, shall be held in abeyance.

ORD100

Exhibit P 7

(b) Failure to Cure. If, after the passage of sixty (60) days of service

of a Notice of Non-Compliance, a Plaintiff fails to cure its non-compliance, upon application by

the Settling Defendants, the Plaintiff’s claims, as well as any derivative claim(s), will be

dismissed with prejudice as against Settling Defendants.

(c) Extensions of Time. The Court, on motion and for good cause

shown, may order an extension of the time to comply with this Order.

(d) The Plaintiff shall be permitted to supplement the disclosures

described in Sections B.1, including expert reports, and C only to extent appropriate to address

factual information that the Plaintiff did not have access to and could not reasonably have

obtained by the deadline under this Order, including any extension granted by the Court for good

cause. Any such supplementation must be made promptly upon receipt of the information that

was previously unavailable. This opportunity to supplement does not relieve the Plaintiff of its

responsibility to comply with this CMO fully and completely on the basis of information within

its possession or that it reasonably could obtain at the time compliance is first required. No lay

or expert testimony may be offered at trial by the Plaintiff on any subject described in Sections

B-1 and C that is not disclosed fully and at the times required by this Order.

B. Discovery on Statute of Limitations and Other Time-Based Defenses

1. Each Plaintiff must, within the time frames established by Section B.2, serve upon counsel

for the Settling Defendants an affidavit signed by the Plaintiff and its counsel providing the

following information: (1) the date the Plaintiff first learned that the harms alleged in its

complaint may be related to Settling Defendants’ conduct; (2) how the Plaintiff first learned the

harms alleged in its complaint may be related to Settling Defendants’ conduct; (3) the date the

Plaintiff first spoke to or corresponded with an attorney about potential litigation against Settling

ORD100

Exhibit P 8

Defendants or any other party concerning the conduct or harms alleged in its Complaint; and (4)

the date the Plaintiff first retained counsel for litigation relating to those alleged conduct or

harms. Settling Defendants are permitted to serve written discovery on each Plaintiff related to

these topics (and others), and each such Plaintiff must respond to the discovery prior to any

depositions related to these topics, provided that the Plaintiff shall have at least thirty (30) days

to respond to such discovery.

C. Further Proceedings

Within 30 days following the completion of all disclosures required by this Order, or 30

days following the Court’s resolution of any dispute concerning the adequacy of those

disclosures, whichever is later, Settling Defendants may file a motion to dismiss the Complaint.

Settling Defendants may also submit Frye motions or move for summary judgment on the

ground that Plaintiff’s claims fail as a matter of law based on the expert reports and other

disclosures required under Sections B and C of this Order. Until further order of the Court, all

proceedings in these cases other than those set forth in this Order shall be stayed.

SO ORDERED

Dated: Jerry Garguilo Justice

ORD100

Exhibit Q 1

List of States

1. Alabama 2. Alaska 3. American Samoa 4. Arizona 5. Arkansas 6. California 7. Colorado 8. Connecticut 9. Delaware 10. Florida 11. Georgia 12. Guam 13. Hawaii 14. Idaho 15. Illinois 16. Indiana 17. Iowa 18. Kansas 19. Kentucky 20. Louisiana 21. Maine 22. Maryland 23. Massachusetts 24. Michigan 25. Minnesota 26. Mississippi 27. Missouri 28. Montana 29. Nebraska 30. Nevada 31. New Hampshire 32. New Jersey 33. New Mexico 34. New York 35. North Carolina 36. North Dakota 37. Northern Mariana Islands 38. Ohio 39. Oklahoma 40. Oregon 41. Pennsylvania 42. Puerto Rico 43. Rhode Island

44. South Carolina 45. South Dakota 46. Tennessee 47. Texas 48. United States Virgin Islands 49. Utah 50. Vermont 51. Virginia 52. Washington 53. Washington, District of Columbia 54. Wisconsin 55. Wyoming

ORD100

Exhibit R 1

Proposed Injunctive Relief Term Sheet

DISTRIBUTOR INJUNCTIVE RELIEF TERMS I. INTRODUCTION

A. Within ninety (90) days of the Effective Date unless otherwise set forth herein, each Injunctive Relief Distributor shall implement the injunctive relief terms set forth in Sections II through XIX (the “Injunctive Relief Terms”) in its Controlled Substance Monitoring Program (“CSMP”).

B. The Effective Date of these Injunctive Relief Terms shall be defined by Section I.P of the Settlement Agreement, dated as of July [●], 2021, which incorporates these Injunctive Relief Terms as Exhibit P.

II. TERM AND SCOPE

A. The duration of the Injunctive Relief Terms contained in Sections IV through XVI shall be ten (10) years from the Effective Date.

B. McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation are referred to collectively throughout these Injunctive Relief Terms as the “Injunctive Relief Distributors” or individually as an “Injunctive Relief Distributor.” Each Injunctive Relief Distributor is bound by the terms herein.

C. The requirements contained in Sections VIII through XV shall apply to the distribution of Controlled Substances to Customers by each Injunctive Relief Distributor’s Full-Line Wholesale Pharmaceutical Distribution Business, including by any entities acquired by the Injunctive Relief Distributors that are engaged in the Full-Line Wholesale Pharmaceutical Distribution Business. The prior sentence is not limited to activity physically performed at each Injunctive Relief Distributor’s distribution centers and includes activity covered by the prior sentence performed by each Injunctive Relief Distributor at any physical location, including at its corporate offices or at the site of a Customer with respect to Sections III through XV.

III. DEFINITIONS

A. “Audit Report.” As defined in Section XVIII.H.3.

B. “Chain Customers.” Chain retail pharmacies that have centralized corporate headquarters and have multiple specific retail pharmacy locations from which Controlled Substances are dispensed to individual patients.

ORD100

Exhibit R 2

C. “Chief Diversion Control Officer.” As defined in Section IV.A.

D. “Clearinghouse.” The system established by Section XVII.

E. “Clearinghouse Advisory Panel.” As defined in Section XVII.B.4.

F. “Controlled Substances.” Those substances designated under schedules II-V pursuant to the federal Controlled Substances Act and the laws and regulations of the Settling States that incorporate federal schedules II-V. For purposes of the requirements of the Injunctive Relief Terms, Gabapentin shall be treated as a Controlled Substance except for purposes of Section XII for Customers located in States that do not regulate it as a controlled substance or similar designation (e.g., drug of concern).

G. “Corrective Action Plan.” As defined in Section XIX.B.7.b.

H. “CSMP.” As defined in Section I.A.

I. “CSMP Committee.” As defined in Section VI.A.

J. “Customers.” Refers collectively to current, or where applicable potential, Chain Customers and Independent Retail Pharmacy Customers. “Customers” do not include long-term care facilities, hospital pharmacies, and pharmacies that serve exclusively inpatient facilities.

K. “Data Security Event.” Refers to any compromise, or threat that gives rise to a reasonable likelihood of compromise, by unauthorized access or inadvertent disclosure impacting the confidentiality, integrity, or availability of Dispensing Data.

L. “Dispensing Data” Includes, unless altered by the Clearinghouse Advisory Panel, (i) unique patient IDs; (ii) patient zip codes; (iii) the dates prescriptions were dispensed; (iv) the NDC numbers of the drugs dispensed; (v) the quantities of drugs dispensed; (vi) the day’s supply of the drugs dispensed; (vii) the methods of payment for the drugs dispensed; (viii) the prescribers’ names; (ix) the prescribers’ NPI or DEA numbers; (x) and the prescribers’ zip codes or addresses. The Clearinghouse will be solely responsible for collecting Dispensing Data.

M. “Draft Report.” As defined in Section XVIII.H.1.

N. “Effective Date.” As defined in Section I.B.

O. “Full-Line Wholesale Pharmaceutical Distribution Business.” Activity engaged in by distribution centers with a primary business of supplying a wide range of branded, generic, over-the-counter and specialty pharmaceutical products to Customers.

ORD100

Exhibit R 3

P. “Highly Diverted Controlled Substances.” Includes: (i) oxycodone; (ii) hydrocodone; (iii) hydromorphone; (iv) tramadol; (v) oxymorphone; (vi) morphine; (vii) methadone; (viii) carisoprodol; (ix) alprazolam; and (x) fentanyl. The Injunctive Relief Distributors shall confer annually and review this list to determine whether changes are appropriate and shall add Controlled Substances to the list of Highly Diverted Controlled Substances as needed based on information provided by the DEA and/or other sources related to drug diversion trends. The Injunctive Relief Distributors shall notify the State Compliance Review Committee and the Monitor of any additions to the list of Highly Diverted Controlled Substances. Access to Controlled Substances predominately used for Medication-Assisted Treatment shall be considered when making such additions.

Q. “Independent Retail Pharmacy Customers.” Retail pharmacy locations that do not have centralized corporate headquarters and dispense Controlled Substances to individual patients.

R. “Injunctive Relief Distributors.” As defined in Section II.B.

S. “Injunctive Relief Terms.” As defined in Section I.A.

T. “Monitor.” As defined in Section XVIII.A.

U. “National Arbitration Panel.” As defined by Section I.GG of the Settlement Agreement, dated as of July [●], 2021, which incorporates these Injunctive Relief Terms as Exhibit P.

V. “NDC.” National Drug Code.

W. “Non-Controlled Substance.” Prescription medications that are not Controlled Substances.

X. “Notice of Potential Violation.” As defined in Section XIX.B.2.

Y. “Order.” A unique Customer request on a specific date for (i) a certain amount of a specific dosage form or strength of a Controlled Substance or (ii) multiple dosage forms and/or strengths of a Controlled Substance. For the purposes of this definition, each line item on a purchasing document or DEA Form 222 is a separate order, except that a group of line items either in the same drug family or DEA base code (based upon the structure of a Injunctive Relief Distributor’s CSMP) may be considered to be a single order.

Z. “Pharmacy Customer Data.” Aggregated and/or non-aggregated data provided by the Customer for a 90-day period.

1. To the extent feasible based on the functionality of a Customer’s pharmacy management system, Pharmacy Customer Data shall contain (or, in the case of non-aggregated data, shall be sufficient to determine) the following:

ORD100

Exhibit R 4

a) A list of the total number of prescriptions and dosage units for each NDC for all Controlled Substances and non-Controlled Substances;

b) A list of the top five prescribers of each Highly Diverted Controlled Substance by dosage volume and the top ten prescribers of all Highly Diverted Controlled Substances combined by dosage volume. For each prescriber, the data shall include the following information:

(1) Number of prescriptions and doses prescribed for each Highly Diverted Controlled Substance NDC;

(2) Number of prescriptions for each unique dosage amount (number of pills per prescription) for each Highly Diverted Controlled Substance NDC;

(3) Prescriber name, DEA registration number, and address; and

(4) Medical practice/specialties, if available;

c) Information on whether the method of payment was cash for (a) Controlled Substances, and (b) non-Controlled Substances; and

d) Information on top ten patient residential areas by five-digit ZIP code prefix for filled Highly Diverted Controlled Substances by dosage volume, including number of prescriptions and doses for each Highly Diverted Controlled Substance NDC.

2. Injunctive Relief Distributors are not required to obtain Pharmacy Customer Data for all Customers. Pharmacy Customer Data only needs to be obtained under circumstances required by the Injunctive Relief Terms and the applicable CSMP policies and procedures. Each Injunctive Relief Distributor’s CSMP policies and procedures shall describe the appropriate circumstances under which and methods to be used to obtain and analyze Pharmacy Customer Data.

3. Injunctive Relief Distributors shall only collect, use, disclose or retain Pharmacy Customer Data consistent with applicable federal and state privacy and consumer protections laws. Injunctive Relief Distributors shall not be required to collect, use, disclose or retain any data element that is prohibited by law or any element that would require notice to or consent from the party who is the subject of the data element, including but not limited to a third party (such as a prescriber) to permit collection, use, disclosure and/or retention of the data.

AA. “Potential Violation.” As defined in Section XIX.B.1.

ORD100

Exhibit R 5

BB. “Reporting Periods.” As defined in Section XVIII.C.1.

CC. “Settling State.” As defined by Section I.OOO of the Settlement Agreement, dated as of July [●], 2021, which incorporates these Injunctive Relief Terms as Exhibit P.

DD. “State Compliance Review Committee.” The initial State Compliance Review Committee members are representatives from the Attorneys General Offices of Connecticut, Florida, New York, North Carolina, Tennessee, and Texas. The membership of the State Compliance Review Committee may be amended at the discretion of the Settling States.

EE. “Suspicious Orders.” As defined under federal law and regulation and the laws and regulations of the Settling States that incorporate the federal Controlled Substances Act. Suspicious Orders currently include, but are not limited to, orders of unusual size, orders deviating substantially from a normal pattern, and orders of unusual frequency.

FF. “Threshold.” The total volume of a particular drug family, DEA base code, or a particular formulation of a Controlled Substance that an Injunctive Relief Distributor shall allow a Customer to purchase in any particular period. This term may be reassessed during Phase 2-B of the Clearinghouse.

GG. “Third Party Request.” A request from an entity other than an Injunctive Relief Distributor, a Settling State, or the Monitor pursuant to a subpoena, court order, data practices act, freedom of information act, public information act, public records act, or similar law.

HH. “Top Prescriber.” A prescriber who, for a Customer, is either (i) among the top five (5) prescribers of each Highly Diverted Controlled Substance or (ii) among the top ten (10) prescribers of Highly Diverted Controlled Substances combined, as determined from the most recent Pharmacy Customer Data for that Customer.

IV. CSMP PERSONNEL

A. Each Injunctive Relief Distributor shall establish or maintain the position of Chief Diversion Control Officer, or other appropriately titled position, to oversee the Injunctive Relief Distributor’s CSMP. The Chief Diversion Control Officer shall have appropriate experience regarding compliance with the laws and regulations concerning Controlled Substances, in particular laws and regulations requiring effective controls against the potential diversion of Controlled Substances. The Chief Diversion Control Officer shall report directly to either the senior executive responsible for U.S. pharmaceutical distribution or the most senior legal officer at the Injunctive Relief Distributor.

B. The Chief Diversion Control Officer shall be responsible for the approval of material revisions to the CSMP.

ORD100

Exhibit R 6

C. The Chief Diversion Control Officer shall provide at least quarterly reports to the CSMP Committee regarding the Injunctive Relief Distributor’s operation of the CSMP, including the implementation of any changes to the CSMP required by these Injunctive Relief Terms.

D. An Injunctive Relief Distributor’s CSMP functions, including but not limited to the onboarding and approval of new Customers for the sale of Controlled Substances, setting and adjusting Customer Thresholds for Controlled Substances, terminating or suspending Customers, and submitting Suspicious Orders and other reports to Settling States (or the Clearinghouse, when operational), but excluding support necessary to perform these functions, shall be conducted exclusively by the Injunctive Relief Distributor’s CSMP personnel or qualified third-party consultants.

E. Staffing levels of each Injunctive Relief Distributor’s CSMP department shall be reviewed periodically, but at least on an annual basis, by the Injunctive Relief Distributor’s CSMP Committee. This review shall include consideration of relevant developments in technology, law, and regulations to ensure the necessary resources are in place to carry out the program in an effective manner.

F. Personnel in an Injunctive Relief Distributor’s CSMP department shall not report to individuals in an Injunctive Relief Distributor’s sales department, and sales personnel shall not be authorized to make decisions regarding the promotion, compensation, demotion, admonition, discipline, commendation, periodic performance reviews, hiring, or firing of CSMP personnel.

G. The CSMP policies and procedures shall be published in a form and location readily accessible to all CSMP personnel at each Injunctive Relief Distributor.

V. INDEPENDENCE

A. For each Injunctive Relief Distributor, sales personnel compensated with commissions shall not be compensated based on revenue or profitability targets or expectations for sales of Controlled Substances. However, each Injunctive Relief Distributor’s personnel may, as applicable, be compensated (including incentive compensation) based on formulas that include total sales for all of the Injunctive Relief Distributor’s products, including Controlled Substances. The compensation of sales personnel shall not include incentive compensation tied solely to sales of Controlled Substances.

B. For any Injunctive Relief Distributor personnel who are compensated at least in part based on Customer sales, the Injunctive Relief Distributor shall ensure the compensation of such personnel is not decreased by a CSMP-related suspension or termination of a Customer or as a direct result of the reduction of sales of Controlled Substances to a Customer pursuant to the CSMP.

C. The Injunctive Relief Distributors’ sales personnel shall not be authorized to make decisions regarding the implementation of CSMP policies and procedures,

ORD100

Exhibit R 7

the design of the CSMP, the setting or adjustment of Thresholds, or other actions taken pursuant to the CSMP, except sales personnel must provide information regarding compliance issues to CSMP personnel promptly. The Injunctive Relief Distributors’ sales personnel are prohibited from interfering with, obstructing, or otherwise exerting control over any CSMP department decision-making.

D. Each Injunctive Relief Distributor shall review its compensation and non- retaliation policies and, if necessary, modify and implement changes to those policies to effectuate the goals of, and incentivize compliance with, the CSMP.

E. Each Injunctive Relief Distributor shall maintain a telephone, email, and/or web- based “hotline” to permit employees and/or Customers to anonymously report suspected diversion of Controlled Substances or violations of the CSMP, Injunctive Relief Distributor company policy related to the distribution of Controlled Substances, or applicable law. Each Injunctive Relief Distributor shall share the hotline contact information with their employees and Customers. Each Injunctive Relief Distributor shall maintain all complaints made to the hotline, and document the determinations and bases for those determinations made in response to all complaints.

VI. OVERSIGHT

A. To the extent not already established, each Injunctive Relief Distributor shall establish a committee that includes senior executives with responsibility for legal, compliance, distribution and finance to provide oversight over its CSMP (the “CSMP Committee”). The Chief Diversion Control Officer shall be a member of the CSMP Committee. The CSMP Committee shall not include any employee(s) or person(s) performing any sales functions on behalf of the Injunctive Relief Distributor; provided that service on the CSMP Committee by any senior executives listed in this paragraph whose responsibilities may include, but are not limited to, management of sales functions shall not constitute a breach of the Injunctive Relief Terms.

B. Each Injunctive Relief Distributor’s CSMP Committee shall have regular meetings during which the Chief Diversion Control Officer shall present to the CSMP Committee with respect to, and the CSMP Committee shall evaluate, among other things: (1) any material modifications and potential enhancements to the CSMP including, but not limited to, those relating to Customer due diligence and Suspicious Order monitoring and reporting; (2) any significant new national and regional diversion trends involving Controlled Substances; (3) the Injunctive Relief Distributor’s adherence to the CSMP policies and procedures, the Injunctive Relief Terms, and applicable laws and regulations governing the distribution of Controlled Substances; and (4) any technology, staffing, or other resource needs for the CSMP. The CSMP Committee shall have access to all CSMP reports. The CSMP Committee will review and approve the specific metrics used to identify the Red Flags set forth in Section VIII.

ORD100

Exhibit R 8

C. On a quarterly basis, each Injunctive Relief Distributor’s CSMP Committee shall send a written report to the Injunctive Relief Distributor’s Chief Executive, Chief Financial, and Chief Legal Officer, as well as its Board of Directors, addressing: (1) the Injunctive Relief Distributor’s substantial adherence to the CSMP policies and procedures, the Injunctive Relief Terms, and applicable laws and regulations governing the distribution of Controlled Substances; (2) recommendations as appropriate about the allocation of resources to ensure the proper functioning of the Injunctive Relief Distributor’s CSMP; and (3) significant revisions to the CSMP. The Board of Directors or a committee thereof at each Injunctive Relief Distributor shall document in its minutes its review of the quarterly CSMP Committee reports.

D. To the extent not already established, the Board of Directors of each Injunctive Relief Distributor shall establish its own compliance committee ( the “Board Compliance Committee”) to evaluate, at a minimum, and on a quarterly basis: (1) the CSMP Committee’s written reports; (2) the Injunctive Relief Distributor’s substantial adherence to the CSMP policies and procedures, the Injunctive Relief Terms, and applicable laws and regulations governing the distribution of Controlled Substances; (3) the Injunctive Relief Distributor’s code of conduct and any whistleblower reporting policies, including those prescribed by Section V.E; and (4) any significant regulatory and/or government enforcement matters within the review period relating to the distribution of Controlled Substances. An Injunctive Relief Distributor meets this requirement if it established, prior to the Effective Date, multiple committees of its Board of Directors that together have responsibilities outlined in this paragraph.

E. The Board Compliance Committee shall have the authority to: (1) require management of the Injunctive Relief Distributor to conduct audits on any CSMP or legal and regulatory concern pertaining to Controlled Substances distribution, and to update its full Board of Directors on those audits; (2) to commission studies, reviews, reports, or surveys to evaluate the Injunctive Relief Distributor’s CSMP performance; (3) request meetings with the Injunctive Relief Distributor’s management and CSMP staff; and (4) review the appointment, compensation, performance, and replacement of the Injunctive Relief Distributor’s Chief Diversion Control Officer.

VII. MANDATORY TRAINING

A. Each Injunctive Relief Distributor shall require all new CSMP personnel to attend trainings on its CSMP, its obligations under the Injunctive Relief Terms, and its duties with respect to maintaining effective controls against potential diversion of Controlled Substances and reporting Suspicious Orders pursuant to state and federal laws and regulations prior to conducting any compliance activities for the Injunctive Relief Distributor without supervision.

B. Each Injunctive Relief Distributor shall provide annual trainings to CSMP personnel on its CSMP, its obligations under the Injunctive Relief Terms, and its

ORD100

Exhibit R 9

duties to maintain effective controls against potential diversion of Controlled Substances and report Suspicious Orders pursuant to state and federal laws and regulations.

C. On an annual basis, each Injunctive Relief Distributor shall test its CSMP personnel on their knowledge regarding its CSMP, its obligations under the Injunctive Relief Terms, and its duties to maintain effective controls against potential diversion of Controlled Substances and to report Suspicious Orders pursuant to state and federal laws and regulations.

D. Each Injunctive Relief Distributor shall train all third-party compliance consultants (defined as non-employees who are expected to devote 50% or more of their time to performing work related to the Injunctive Relief Distributor’s CSMP, excluding information technology consultants not engaged in substantive functions related to an Injunctive Relief Distributor’s CSMP) performing compliance functions for the Injunctive Relief Distributor in the same manner as the Injunctive Relief Distributor’s CSMP personnel.

E. At least every three (3) years in the case of existing employees, and within the first six months of hiring new employees, each Injunctive Relief Distributor shall require operations, sales, and senior executive employees to attend trainings on its CSMP, its obligations under the Injunctive Relief Terms, the hotline established in Section V.E, and its duties to maintain effective controls against potential diversion of Controlled Substances and report Suspicious Orders pursuant to state and federal laws and regulations.

VIII. RED FLAGS

A. Within one hundred and twenty days (120) of the Effective Date, each Injunctive Relief Distributor shall, at a minimum, apply specific metrics to identify the potential Red Flags described in Section VIII.D with respect to Independent Retail Pharmacy Customers. For Chain Customers, the metrics used to identify the Red Flags described in Section VIII.D may be adjusted based on the specific business model and supplier relationships of the Chain Customer.

B. Each Injunctive Relief Distributor shall evaluate and, if necessary, enhance or otherwise adjust the specific metrics it uses to identify Red Flags set forth in Section VIII.D.

C. Each Injunctive Relief Distributor shall provide annually to the Monitor the specific metrics it uses to identify Red Flags as set forth in Section VIII.D. The Monitor shall review the metrics used to identify Red Flags as set forth in Section VIII.D to assess whether the metrics are reasonable. The Monitor may, at its discretion, suggest revisions to the metrics in the annual Audit Report as part of the Red Flags Review set forth in Section XVIII.F.3.f. Each Injunctive Relief Distributor may rely on its specific metrics to comply with the requirements of

ORD100

Exhibit R 10

Section VIII unless and until the Monitor proposes a revised metric in connection with Section XVIII.H.

D. For purposes of the Injunctive Relief Terms, “Red Flags” are defined as follows:

1. Ordering ratio of Highly Diverted Controlled Substances to non- Controlled Substances: Analyze the ratio of the order volume of all Highly Diverted Controlled Substances to the order volume of all non- Controlled Substances to identify Customers with significant rates of ordering Highly Diverted Controlled Substances.

2. Ordering ratio of Highly Diverted Controlled Substance select base codes or drug families to non-Controlled Substances: Analyze the ratio of the order volume of each Highly Diverted Controlled Substance base code or drug family to the total order volume of all non-Controlled Substances to identify Customers with significant rates of ordering each Highly Diverted Controlled Substance base code or drug family.

3. Excessive ordering growth of Controlled Substances: Analyze significant increases in the ordering volume of Controlled Substances using criteria to identify customers that exhibit percentage growth of Controlled Substances substantially in excess of the percentage growth of non-Controlled Substances.

4. Unusual formulation ordering: Analyze ordering of Highly Diverted Controlled Substances to identify customers with significant ordering of high-risk formulations. High-risk formulations include, but are not limited to, 10mg hydrocodone, 8mg hydromorphone, 2mg alprazolam, single- ingredient buprenorphine (i.e., buprenorphine without naloxone), and highly-abused formulations of oxycodone. On an annual basis (or as otherwise necessary), high-risk formulations of Highly Diverted Controlled Substances may be added, removed, or revised based on the Injunctive Relief Distributors’ assessment and regulatory guidance.

5. Out-of-area patients: Analyze Pharmacy Customer Data or Dispensing Data to assess volume of prescriptions for Highly Diverted Controlled Substances for out-of-area patients (based on number of miles traveled between a patient’s zip code and the pharmacy location, depending on the geographic area of interest) taking into consideration the percentage of out-of-area patients for non-Controlled Substances.

6. Cash prescriptions: Analyze Pharmacy Customer Data or Dispensing Data to assess percentage of cash payments for purchases of Controlled Substances taking into consideration the percentage of cash payments for purchases of non-Controlled Substances.

7. Prescriber activity of Customers: Analyze Pharmacy Customer Data or Dispensing Data to identify Customers that are dispensing Highly

ORD100

Exhibit R 11

Diverted Controlled Substance prescriptions for Top Prescribers as follows:

a) Top Prescribers representing a significant volume of dispensing where the prescriber’s practice location is in excess of 50 miles from the pharmacy (“out-of-area”), relative to the percentage of out-of-area prescriptions for non-Controlled Substances.

b) Top Prescribers representing prescriptions for the same Highly Diverted Controlled Substances in the same quantities and dosage forms indicative of pattern prescribing (e.g., a prescriber providing many patients with the same high-dose, high-quantity supply of 30mg oxycodone HCL prescription without attention to the varying medical needs of the prescriber’s patient population).

c) Top Prescribers where the top five (5) or fewer prescribers represent more than 50% of total prescriptions for Highly Diverted Controlled Substances during a specified period.

8. Public regulatory actions against Customers: Review information retrieved from companies that provide licensing and disciplinary history records (e.g., LexisNexis), and/or other public sources, including governmental entities, showing that the Customer, pharmacists working for that Customer, or the Customer’s Top Prescribers have been subject, in the last five (5) years, to professional disciplinary sanctions regarding the dispensing or handling of Controlled Substances or law enforcement action related to Controlled Substances diversion. Continued licensing by a relevant state agency may be considered, but shall not be dispositive, in resolving the Red Flag. For Chain Customer locations, representations from each Chain Customer that it reviews its pharmacists’ licensing statuses annually and for the regulatory actions described in this paragraph has either (i) taken appropriate employment action, or (ii) disclosed the regulatory action to the Injunctive Relief Distributor, may be considered in resolving the Red Flag.

9. Customer termination data: Review information from the Injunctive Relief Distributor’s due diligence files and, when operable, from the Clearinghouse, subject to Section VIII.F, regarding Customers that have been terminated from ordering Controlled Substances by another distributor due to concerns regarding Controlled Substances.

E. For any Red Flag evaluation in Section VIII.D that may be performed using Pharmacy Customer Data or Dispensing Data, an Injunctive Relief Distributor will analyze the Red Flag using Pharmacy Customer Data, to the extent feasible based on the functionality of a Customer’s pharmacy management system, until Dispensing Data is collected and analyzed by the Clearinghouse as described in Section XVII. Until Dispensing Data is collected and analyzed by the

ORD100

Exhibit R 12

Clearinghouse, an Injunctive Relief Distributor may satisfy the Red Flag evaluations in Sections VIII.D.5 through VIII.D.7 by engaging in considerations of out-of-area patients, cash payments for prescriptions and Top Prescribers without satisfying the specific requirements of Sections VIII.D.5 through VIII.D.7. In the event that the Clearinghouse is not collecting and analyzing Dispensing Data within two years of the Effective Date, the Injunctive Relief Distributors and the State Compliance Review Committee shall meet and confer to consider alternatives for the performance of the analysis required by Sections VIII.D.5 through VIII.D.7 using Pharmacy Customer Data.

F. As provided for in Section XVII.C.4, the foregoing Red Flag evaluations may be performed by the Clearinghouse and reported to the relevant Injunctive Relief Distributors.

G. The Injunctive Relief Distributors and the State Compliance Review Committee shall work in good faith to identify additional potential Red Flags that can be derived from the data analytics to be performed by the Clearinghouse.

IX. ONBOARDING

A. For each Injunctive Relief Distributor, prior to initiating the sale of Controlled Substances to a potential Customer, a member of the Injunctive Relief Distributor’s CSMP department (or a qualified third-party compliance consultant trained on the Injunctive Relief Distributor’s CSMP) shall perform the following due diligence:

1. Interview the pharmacist-in-charge, either over the telephone, via videoconference, or in person. The interview shall include questions regarding the manner in which the potential Customer maintains effective controls against the potential diversion of Controlled Substances.

2. Obtain a “Pharmacy Questionnaire” completed by the owner and/or pharmacist-in-charge of the potential Customer. The Pharmacy Questionnaire shall require going-concern potential Customers to list their top ten (10) prescribers for Highly Diverted Controlled Substances combined, along with the prescriber’s specialty, unless the Injunctive Relief Distributor is able to obtain this data otherwise. The Pharmacy Questionnaire shall also require disclosure of the identity of all other distributors that serve the potential Customer, and whether the potential Customer has been terminated or suspended from ordering Controlled Substances by another distributor and the reason for any termination or suspension. The Pharmacy Questionnaire shall request information that would allow the Injunctive Relief Distributor to identify Red Flags, including questions regarding the manner in which the potential Customer maintains effective controls against the potential diversion of Controlled Substances. A potential Customer’s responses to the Pharmacy Questionnaire shall be verified, to the extent applicable and practicable,

ORD100

Exhibit R 13

against external sources (for example, the Clearinghouse, once operational, and Automation of Reports and Consolidated Orders System (“ARCOS”) data made available to the Injunctive Relief Distributor by the DEA). The Pharmacy Questionnaire shall be maintained by the Injunctive Relief Distributor in a database accessible to its CSMP personnel.

3. Complete a written onboarding report to be maintained in a database accessible to the Injunctive Relief Distributor’s CSMP personnel reflecting the findings of the interview and any site visit, the findings regarding the identification of and, if applicable, conclusion concerning any Red Flag associated with the pharmacy, as well as an analysis of the Pharmacy Questionnaire referenced in the preceding paragraph.

4. For going-concern potential Customers, review Pharmacy Customer Data to assist with the identification of any Red Flags.

5. Document whether the potential Customer or the pharmacist-in-charge has been subject to any professional disciplinary sanctions or law enforcement activity related to Controlled Substances dispensing, and, if so, the basis for that action. For Chain Customers, this provision shall apply to the potential specific pharmacies in question.

B. For Chain Customers, each Injunctive Relief Distributor may obtain the information in Section IX.A from a corporate representative of the Chain Customer.

C. In the event that an Injunctive Relief Distributor identifies one or more unresolved Red Flags or other information indicative of potential diversion of Controlled Substances through the onboarding process or otherwise, the Injunctive Relief Distributor shall refrain from selling Controlled Substances to the potential Customer pending additional due diligence. If following additional due diligence, the Injunctive Relief Distributor is unable to resolve the Red Flags or other information indicative of diversion, the Injunctive Relief Distributor shall not initiate the sale of Controlled Substances to the potential Customer and shall report the potential Customer consistent with Section XIV. If the Injunctive Relief Distributor determines that the potential Customer may be onboarded for the sale of Controlled Substances, the Injunctive Relief Distributor shall document the decision and the bases for its decision. Such a good faith determination, if documented, shall not serve, without more, as the basis of a future claim of non-compliance with the Injunctive Relief Terms. For Chain Customers, these provisions shall apply to the potential specific pharmacies in question.

X. ONGOING DUE DILIGENCE

A. Each Injunctive Relief Distributor shall periodically review its procedures and systems for detecting patterns or trends in Customer order data or other

ORD100

Exhibit R 14

information used to evaluate whether a Customer is maintaining effective controls against diversion.

B. Each Injunctive Relief Distributor shall conduct periodic proactive compliance reviews of its Customers’ performance in satisfying their corresponding responsibilities to maintain effective controls against the diversion of Controlled Substances.

C. Each Injunctive Relief Distributor shall review ARCOS data made available to it by the DEA and, once operational, by the Clearinghouse, to assist with Customer specific due diligence. For Chain Customers, this provision shall apply to the potential specific pharmacies in question.

D. Each Injunctive Relief Distributor shall conduct due diligence as set forth in its CSMP policies and procedures in response to concerns of potential diversion of Controlled Substances at its Customers. For Chain Customers, these provisions shall apply to the specific pharmacies in question. The due diligence required by an Injunctive Relief Distributor’s CSMP policies and procedures may depend on the information or events at issue. The information or events raising concerns of potential diversion of Controlled Substances at a Customer include but are not limited to:

1. The discovery of one or more unresolved Red Flags;

2. The receipt of information directly from law enforcement or regulators concerning potential diversion of Controlled Substances at or by a Customer;

3. The receipt of information concerning the suspension or revocation of pharmacist’s DEA registration or state license related to potential diversion of Controlled Substances;

4. The receipt of reliable information through the hotline established in Section V.E concerning suspected diversion of Controlled Substances at the Customer;

5. The receipt of reliable information from another distributor concerning suspected diversion of Controlled Substances at the Customer; or

6. Receipt of other reliable information that the Customer is engaged in conduct indicative of diversion or is failing to adhere to its corresponding responsibility to prevent the diversion of Highly Diverted Controlled Substances.

E. On an annual basis, each Injunctive Relief Distributor shall obtain updated pharmacy questionnaires from five hundred (500) Customers to include the following:

ORD100

Exhibit R 15

1. The top 250 Customers by combined volume of Highly Diverted Controlled Substances purchased from the Injunctive Relief Distributor measured as of the end of the relevant calendar year; and

2. Additional Customers selected as a representative sample of various geographic regions, customer types (Independent Retail Pharmacy Customers and Chain Customers), and distribution centers. Each Injunctive Relief Distributor’s Chief Diversion Control Officer shall develop risk-based criteria for the sample selection

F. Scope of Review

1. For reviews triggered by Section X.D, an Injunctive Relief Distributor shall conduct due diligence and obtain updated Pharmacy Customer Data or equivalent, or more comprehensive data from the Clearinghouse if needed, as set forth in its CSMP policies and procedures.

2. For questionnaires collected pursuant to Section X.E, Injunctive Relief Distributors shall conduct a due diligence review consistent with the Injunctive Relief Distributors’ CSMP policies and procedures. These annual diligence reviews shall be performed in addition to any of the diligence reviews performed under Section X.D, but may reasonably rely on reviews performed under Section X.D.

3. If the Injunctive Relief Distributor decides to terminate the Customer due to concerns regarding potential diversion of Controlled Substances, the Injunctive Relief Distributor shall promptly cease the sale of Controlled Substances to the Customer and report the Customer consistent with Section XIV. If the Injunctive Relief Distributor decides not to terminate the Customer, the Injunctive Relief Distributor shall document that determination and the basis therefor. Such a good faith determination, if documented, shall not, without more, serve as the basis of a future claim of non-compliance with the Injunctive Relief Terms.

XI. SITE VISITS

A. Each Injunctive Relief Distributor shall conduct site visits, including unannounced site visits, where appropriate, of Customers, as necessary, as part of Customer due diligence.

B. During site visits, an Injunctive Relief Distributor’s CSMP personnel or qualified third-party compliance consultants shall interview the pharmacist-in-charge or other relevant Customer employees, if appropriate, about any potential Red Flags and the Customer’s maintenance of effective controls against the potential diversion of Controlled Substances.

ORD100

Exhibit R 16

C. An Injunctive Relief Distributor’s CSMP personnel or qualified third-party compliance consultants who conduct site visits shall document the findings of any site visit.

D. Site visit and all other compliance reports shall be maintained by each Injunctive Relief Distributor in a database accessible to all CSMP personnel.

XII. THRESHOLDS

A. Each Injunctive Relief Distributor shall use Thresholds to identify potentially Suspicious Orders of Controlled Substances from Customers.

B. Each Injunctive Relief Distributor’s CSMP department shall be responsible for the oversight of the process for establishing and modifying Thresholds. The sales departments of the Injunctive Relief Distributors shall not have the authority to establish or adjust Thresholds for any Customer or participate in any decisions regarding establishment or adjustment of Thresholds.

C. Injunctive Relief Distributors shall not provide Customers specific information about their Thresholds or how their Thresholds are calculated.

1. Threshold Setting

a) Injunctive Relief Distributors shall primarily use model-based thresholds. For certain circumstances, Injunctive Relief Distributors may apply a non-model threshold based on documented customer diligence and analysis.

b) Each Injunctive Relief Distributor shall include in its Annual Threshold Analysis and Assessment Report (as required by Section XVIII.F.3.c) to the Monitor summary statistics regarding the use of non-model thresholds and such information shall be considered by the Monitor as part of its Threshold Setting Process Review in the annual Audit Report.

c) For the purposes of establishing and maintaining Thresholds, each Injunctive Relief Distributor shall take into account the Controlled Substances diversion risk of each drug base code. The diversion risk of each base code should be defined and reassessed annually by the Injunctive Relief Distributor’s CSMP Committee and reviewed by the Monitor.

d) Each Injunctive Relief Distributor shall establish Thresholds for new Customers prior to supplying those Customers with Controlled Substances and shall continue to have Thresholds in place at all times for each Customer to which it supplies Controlled Substances.

ORD100

Exhibit R 17

e) When ordering volume from other distributors becomes readily available from the Clearinghouse, an Injunctive Relief Distributor shall consider including such information as soon as reasonably practicable in establishing and maintaining Thresholds.

f) Each Injunctive Relief Distributor shall incorporate the following guiding principles in establishing and maintaining Customer Thresholds, except when inapplicable to non-model Thresholds:

(1) Thresholds shall take into account the number of non- Controlled Substance dosage units distributed to, dispensed and/or number of prescriptions dispensed by the Customer to assist with the determination of Customer size. As a general matter, smaller customers should have lower Thresholds than larger customers.

(2) For the purposes of establishing and maintaining Thresholds, Injunctive Relief Distributors shall use statistical models that are appropriate to the underlying data.

(3) For the purposes of establishing and maintaining Thresholds, Injunctive Relief Distributors shall take into account a Customer’s ordering and/or dispensing history for a specified period of time.

(4) For the purposes of establishing and maintaining Thresholds, Injunctive Relief Distributors shall take into account the ordering history of Customers within similar geographic regions, or, where appropriate for Chain Customers, ordering history within the chain.

(5) If appropriate, Thresholds may take into account the characteristics of Customers with similar business models.

(a) A Customer’s statement that it employs a particular business model must be verified, to the extent practicable, before that business model is taken into account in establishing and maintaining a Customer’s Threshold.

2. Threshold Auditing

a) The Injunctive Relief Distributors shall review their respective Customer Thresholds at least on an annual basis and modify them where appropriate.

ORD100

Exhibit R 18

b) Each Injunctive Relief Distributor’s CSMP department shall annually evaluate its Threshold setting methodology and processes and its CSMP personnel’s performance in adhering to those policies.

3. Threshold Changes

a) An Injunctive Relief Distributor may increase or decrease a Customer Threshold as set forth in its CSMP policies and procedures, subject to Sections XII.C.3.b through XII.C.3.e.

b) Prior to approving any Threshold change request by a Customer, each Injunctive Relief Distributor shall conduct due diligence to determine whether an increase to the Threshold is warranted. This due diligence shall include obtaining from the Customer the basis for the Threshold change request, obtaining and reviewing Dispensing Data and/or Pharmacy Customer Data for the previous three (3) months for due diligence purposes, and, as needed, conducting an on-site visit to the Customer. This Threshold change request diligence shall be conducted by the Injunctive Relief Distributor’s CSMP personnel.

c) No Injunctive Relief Distributor shall proactively contact a Customer to suggest that the Customer request an increase to any of its Thresholds, to inform the Customer that its Orders-to-date are approaching its Thresholds or to recommend to the Customer the amount of a requested Threshold increase. It shall not be a violation of this paragraph to provide Chain Customer headquarters reporting on one or more individual Chain Customer pharmacy location(s) to support the anti-diversion efforts of the Chain Customer’s headquarters staff, and it shall not be a violation of this paragraph for the Injunctive Relief Distributor’s CSMP personnel to contact Customers to seek to understand a Customer’s ordering patterns.

d) An Injunctive Relief Distributor’s Chief Diversion Control Officer may approve criteria for potential adjustments to Customer Thresholds to account for circumstances where the Thresholds produced by the ordinary operation of the statistical models require modification. Such circumstances include adjustments to account for seasonal ordering of certain Controlled Substances that are based on documented diligence and analysis, adjustments made to permit ordering of certain Controlled Substances during a declared national or state emergency (e.g., COVID-19 pandemic), IT errors, and data anomalies causing results that are inconsistent with the design of the statistical models. Each Injunctive Relief Distributor shall include in its Annual Threshold Analysis and Assessment

ORD100

Exhibit R 19

Report (as required by Section XVIII.F.3.c) to the Monitor information regarding the use of this paragraph and such information shall be considered by the Monitor as part of its Threshold Setting Process Review in the annual Audit Report.

e) Any decision to raise a Customer’s Threshold in response to a request by a Customer to adjust its Threshold must be documented in a writing and state the reason(s) for the change. The decision must be consistent with the Injunctive Relief Distributor’s CSMP and documented appropriately.

XIII. SUSPICIOUS ORDER REPORTING AND NON-SHIPMENT

A. Each Injunctive Relief Distributor shall report Suspicious Orders to the Settling States (“Suspicious Order Reports” or “SORs”), including those Settling States that do not currently require such SORs, at the election of the Settling State.

B. For the SORs required by the Injunctive Relief Terms, each Injunctive Relief Distributor shall report Orders that exceed a Threshold for Controlled Substances set pursuant to the processes in Section XII that are blocked and not shipped.

C. No Injunctive Relief Distributor shall ship any Order that it (i) reports pursuant to Sections XIII.A or XIII.B, or (ii) would have been required to report pursuant to Sections XIII.A or XIII.B had the Settling State elected to receive SORs.

D. In reporting Suspicious Orders to the Settling States, the Injunctive Relief Distributors shall file SORs in a standardized electronic format that is uniform among the Settling States and contains the following information fields:

1. Customer name;

2. Customer address;

3. DEA registration number;

4. State pharmacy license number;

5. Date of order;

6. NDC number;

7. Quantity;

8. Explanation for why the order is suspicious (up to 250 characters): Details that are order-specific regarding why an order was flagged as a Suspicious Order, including specific criteria used by an Injunctive Relief Distributor’s Threshold system (except phrases such as “order is of unusual size” without any additional detail are not acceptable); and

ORD100

Exhibit R 20

9. Name and contact information for a knowledgeable designee within the Injunctive Relief Distributor’s CSMP department to be a point of contact for the SORs.

E. On a quarterly basis, each Injunctive Relief Distributor shall provide a summary report to the Settling States that elect to receive it that provides the following information for the relevant quarter with respect to the top ten (10) Customers by volume for each Highly Diverted Controlled Substance base code that have placed a Suspicious Order for that base code, in that quarter (for Chain Customers, only individual pharmacies in the chain will considered for evaluation as a top ten (10) Customer):

1. The number of SORs submitted for that Customer by base code;

2. The Customer’s order volume by base code for the quarter for all Highly Diverted Controlled Substances;

3. The Customer’s order frequency by base code for the quarter for all Highly Diverted Controlled Substances;

4. For each Highly Diverted Controlled Substance base code, the ratio of the Customer’s order volume for that base code to the volume of all pharmaceutical orders for the quarter; and

5. The ratio of the Customer’s order volume of all Controlled Substances to the volume of all pharmaceutical orders for the quarter.

F. The Injunctive Relief Distributors shall only be required to file a single, uniform, electronic form of SOR with any Settling State that receives SORs pursuant to these Injunctive Relief Terms. A Settling State retains the authority pursuant to applicable state law or relevant state agency authority to request additional information about a particular SOR.

G. It is the objective of the Settling States and the Injunctive Relief Distributors for the Injunctive Relief Distributors to provide SORs to Settling States that identify the same Suspicious Orders as reported to the DEA pursuant to the definition and requirements of the federal Controlled Substances Act and its regulations, although the fields of the SORs submitted to the Settling States as required by Section XIII may differ from the content required by the DEA. To the extent federal definitions and requirements materially change during the term of the Injunctive Relief Terms, the Injunctive Relief Distributors may be required to adjust the format and content of the SORs to meet these federal requirements. The Injunctive Relief Distributors and the State Compliance Review Committee will engage in good faith discussions regarding such adjustments.

H. It shall not be a violation of the Injunctive Relief Terms if an Injunctive Relief Distributor ships a Suspicious Order or fails to submit or transmit a SOR if:

ORD100

Exhibit R 21

1. The shipment of the Suspicious Order or failed SOR transmission was due to a computer error (data entry mistakes, coding errors, computer logic issues, software malfunctions, and other computer errors or IT failures); and

2. The Injunctive Relief Distributor reports the error, including a description of measures that will be taken to prevent recurrence of the error, to any affected Settling State, the State Compliance Review Committee, and the Monitor within five (5) business days of its discovery.

XIV. TERMINATED CUSTOMERS

A. Each Injunctive Relief Distributor shall report to the Clearinghouse, once operational, within five (5) business days (or as otherwise required by state statute or regulation), Customers it has terminated from eligibility to receive Controlled Substances or refused to onboard for the sale of Controlled Substances due to concerns regarding the Customer’s ability to provide effective controls against the potential diversion of Controlled Substances following the Effective Date.

B. The Injunctive Relief Distributors shall report to the relevant Settling State(s), within five (5) business days (or as otherwise required by state statute or regulation) Customers located in such Settling States that it has terminated from eligibility to receive Controlled Substances or refused to onboard for the sale of Controlled Substances due to concerns regarding the Customer’s ability to provide effective controls against the potential diversion of Controlled Substances following the Effective Date. Such reports will be made in a uniform format. The Injunctive Relief Distributors and the State Compliance Review Committee shall use best efforts to agree on such uniform format for inclusion prior to the requirement taking effect.

C. In determining whether a Customer should be terminated from eligibility to receive Controlled Substances, Injunctive Relief Distributors shall apply factors set out in their CSMP policies and procedures, which shall include the following conduct by a Customer:

1. Has generated an excessive number of Suspicious Orders, which cannot otherwise be explained;

2. Has routinely demonstrated unresolved Red Flag activity;

3. Has continued to fill prescriptions for Highly Diverted Controlled Substances that raise Red Flags following an Injunctive Relief Distributor’s warning or communication about such practices;

4. Has failed to provide Pharmacy Customer Data or Dispensing Data in response to a request from an Injunctive Relief Distributor or otherwise refuses to cooperate with the Injunctive Relief Distributor’s CSMP after

ORD100

Exhibit R 22

providing the Customer with a reasonable amount of time to respond to the Injunctive Relief Distributor’s requests;

5. Has been found to have made material omissions or false statements on a Pharmacy Questionnaire (the requirements for the contents of a Pharmacy Questionnaire are described in Section IX); or

6. Has been the subject of discipline by a State Board of Pharmacy within the past three (3) years or has had its owner(s) or pharmacist-in-charge subject to license probation or termination within the past five (5) years by a State Board of Pharmacy for matters related to Controlled Substances dispensing or a federal or state felony conviction.

D. Once the Clearinghouse has made Customer termination data available to each Injunctive Relief Distributor, each Injunctive Relief Distributor shall consider terminating Customers that have been terminated from eligibility to receive Controlled Substances by another distributor as a result of suspected diversion of Controlled Substances if the Customer is ordering only Controlled Substances from the Injunctive Relief Distributor. If the Injunctive Relief Distributor determines not to terminate Customers to which this paragraph applies, the Injunctive Relief Distributor shall document its decision-making. A good-faith decision to continue shipping Controlled Substances to Customers to which this paragraph applies, shall not serve, without more, as the basis of a future claim of non- compliance with the Injunctive Relief Terms.

E. For Chain Customers, the provisions in Section XIV.A-D shall apply to the specific pharmacies in question.

XV. EMERGENCIES

A. In the circumstances of declared national or state emergencies in which the healthcare community relies on the Injunctive Relief Distributors for critical medicines, medical supplies, products, and services, the Injunctive Relief Distributors may be required to temporarily modify their respective CSMP processes to meet the critical needs of the supply chain. These modifications may conflict with the requirements of the Injunctive Relief Terms.

B. In the case of a declared national or state emergency, the Injunctive Relief Distributors shall be required to give notice to the State Compliance Review Committee of any temporary material changes to their CSMP processes which may conflict with the requirements of the Injunctive Relief Terms and specify the sections of the Injunctive Relief Terms which will be affected by the temporary change.

C. The Injunctive Relief Distributors shall document all temporary changes to their CSMP processes and appropriately document all customer-specific actions taken as a result of the declared national or state emergency.

ORD100

Exhibit R 23

D. The Injunctive Relief Distributors shall provide notice to the State Compliance Review Committee at the conclusion of the declared national or state emergency, or sooner, stating that the temporary CSMP processes put into place have been suspended.

E. Provided the Injunctive Relief Distributors comply with the provisions of Sections XV.A through XV.D, the Injunctive Relief Distributors will not face liability for any deviations from the requirements of the Injunctive Relief Terms taken in good faith to meet the critical needs of the supply chain in response to the declared national or state emergency. Nothing herein shall limit Settling States from pursuing claims against the Injunctive Relief Distributors based on deviations from the requirements of the Injunctive Relief Terms not taken in good faith to meet the critical needs of the supply chain in response to a declared national or state emergency.

XVI. COMPLIANCE WITH LAWS AND RECORDKEEPING

A. The Injunctive Relief Distributors acknowledge and agree that they must comply with applicable state and federal laws governing the distribution of Controlled Substances.

B. Good faith compliance with the Injunctive Relief Terms creates a presumption that the Injunctive Relief Distributors are acting reasonably and in the public interest with respect to Settling States’ existing laws requiring effective controls against diversion of Controlled Substances and with respect to the identification, reporting, and blocking of Suspicious Orders of Controlled Substances.

C. The requirements of the Injunctive Relief Terms are in addition to, and not in lieu of, any other requirements of state or federal law applicable to Controlled Substances distribution. Except as provided in Section XVI.D, nothing in the Injunctive Relief Terms shall be construed as relieving Injunctive Relief Distributors of the obligation to comply with such laws, regulations, or rules. No provision of the Injunctive Relief Terms shall be deemed as permission for Injunctive Relief Distributors to engage in any acts or practices prohibited by such laws, regulations, or rules.

D. In the event of a conflict between the requirements of the Injunctive Relief Terms and any other law, regulation, or requirement such that an Injunctive Relief Distributor cannot comply with the law without violating the Injunctive Relief Terms or being subject to adverse action, including fines and penalties, the Injunctive Relief Distributor shall document such conflicts and notify the State Compliance Review Committee and any affected Settling State the extent to which it will comply with the Injunctive Relief Terms in order to eliminate the conflict within thirty (30) days of the Injunctive Relief Distributor’s discovery of the conflict. The Injunctive Relief Distributor shall comply with the Injunctive Relief Terms to the fullest extent possible without violating the law.

ORD100

Exhibit R 24

E. In the event of a change or modification of federal or state law governing the distribution of Controlled Substances that creates an actual or potential conflict with the Injunctive Relief Terms, any Injunctive Relief Distributor, any affected Settling State, or the State Compliance Review Committee may request that the Injunctive Relief Distributors, State Compliance Review Committee, and any affected Settling State meet and confer regarding the law change. During the meet and confer, the Injunctive Relief Distributors, the State Compliance Review Committee, and any affected Settling State will address whether the change or modification in federal or state law requires an amendment to the Injunctive Relief Terms. In the event the Injunctive Relief Distributors, the State Compliance Review Committee, and any affected Settling State cannot agree on a resolution, and the dispute relates to whether the generally applicable Injunctive Relief Terms herein should be changed, an Injunctive Relief Distributor, the State Compliance Review Committee, or any affected Settling State may submit the question to the National Arbitration Panel. If the dispute relates to whether a change in an individual State’s law requires a modification of the Injunctive Relief Terms only with respect to that State, an Injunctive Relief Distributor, the State Compliance Review Committee, or any affected Settling State may seek resolution of the dispute pursuant to Section XIX. Maintenance of competition in the industry and the potential burden of inconsistent obligations by Injunctive Relief Distributors shall be a relevant consideration in such resolution.

F. Recordkeeping: Each Injunctive Relief Distributor shall retain records it is required to create pursuant to its obligations hereunder in an electronic or otherwise readily accessible format. The Settling States shall have the right to review records provided to the Monitor pursuant to Section XVIII. Nothing in the Injunctive Relief Terms prohibits a Settling State from issuing a lawful subpoena for records pursuant to an applicable law.

XVII. CLEARINGHOUSE

A. Creation of the Clearinghouse

1. The Clearinghouse functions shall be undertaken by a third-party vendor or vendors.

2. The vendor(s) will be chosen through a process developed and jointly agreed upon by the Injunctive Relief Distributors and the State Compliance Review Committee.

3. Consistent with the process developed by the Injunctive Relief Distributors and the State Compliance Review Committee, within two (2) months of the Effective Date, the Injunctive Relief Distributors shall issue a Request for Proposal to develop the systems and capabilities for a Clearinghouse to perform the services of a data aggregator.

ORD100

Exhibit R 25

4. Within five (5) months of the Effective Date, the Clearinghouse Advisory Panel shall select one or more entities to develop the systems for the Clearinghouse and perform data aggregator services. The Clearinghouse Advisory Panel shall select a vendor or vendors that employ or retain personnel who have adequate expertise and experience related to the pharmaceutical industry, the distribution of Controlled Substances, and the applicable requirements of the Controlled Substances Act and the DEA’s implementing regulations.

5. Within sixty (60) days of the selection of a vendor(s) to serve as the Clearinghouse, the Injunctive Relief Distributors shall negotiate and finalize a contract with the vendor(s). The date that the contract is signed by the Injunctive Relief Distributors and the vendor(s) shall be referred to as the “Clearinghouse Retention Date.”

6. The development of the Clearinghouse shall proceed on a phased approach as discussed in Sections XVII.C and XVII.D.

B. Governance and Staffing of the Clearinghouse

1. Capabilities. The selected vendor or vendors shall staff the Clearinghouse in a manner that ensures the development of robust data collection, analytics and reporting capabilities for the Settling States and Injunctive Relief Distributors. To the extent additional expertise is required for the engagement, the vendor(s) may retain the services of third-party consultants.

2. Independence. While performing services for the Clearinghouse, all vendors and consultants, and their staff working on the Clearinghouse, shall be independent (i.e., not perform services of any kind, including as a consultant or an employee on behalf of any Injunctive Relief Distributor outside of the ordinary business operations of the Clearinghouse). Independence may be achieved by implementing appropriate ethical walls with employees who are currently performing or who have previously performed work for an Injunctive Relief Distributor within two years of the Clearinghouse Retention Date.

3. Liability. The Injunctive Relief Distributors are entitled to rely upon information or data received from the Clearinghouse, whether in oral, written, or other form. No Injunctive Relief Distributor, and no individual serving on the Clearinghouse Advisory Panel, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Party for or in connection with any action taken or not taken by the Clearinghouse. In addition, no Injunctive Relief Distributor, and no individual serving on the Clearinghouse Advisory Panel, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Party for or in connection with any action taken or not taken by an Injunctive Relief

ORD100

Exhibit R 26

Distributor based on incorrect, inaccurate, incomplete or otherwise erroneous information or data provided by the Clearinghouse, unless the information or data was incorrect, inaccurate, incomplete or otherwise erroneous because the Injunctive Relief Distributor itself provided incorrect, inaccurate, incomplete or otherwise erroneous data or information to the Clearinghouse. For any legal requirements that are assumed by the Clearinghouse during Phase 2-B pursuant to Section XVII.D.3, liability shall be addressed pursuant to Section XVII.D.3.c.

4. Clearinghouse Advisory Panel. The State Compliance Review Committee and Injunctive Relief Distributors shall create a Clearinghouse Advisory Panel no later than sixty (60) days after the Effective Date to oversee the Clearinghouse.

a) The Clearinghouse Advisory Panel shall have an equal number of members chosen by the State Compliance Review Committee on the one hand, and the Injunctive Relief Distributors on the other. The size of the Clearinghouse Advisory Panel will be decided by the State Compliance Review Committee and the Injunctive Relief Distributors, and the State Compliance Review Committee and the Injunctive Relief Distributors may select as members third-party experts, but no more than one half of each side’s representatives may be such third-party experts. At least one member chosen by the State Compliance Review Committee will be based on consultation with the National Association of State Controlled Substances Authorities.

b) During the first two years of the operation of the Clearinghouse, the Clearinghouse Advisory Panel shall meet (in-person or remotely) at least once per month. After the first two years of operation, the Clearinghouse Advisory Panel shall meet at least quarterly. The Monitor may attend Clearinghouse Advisory Panel meetings and may provide recommendations to the Clearinghouse Advisory Panel.

c) The Clearinghouse Advisory Panel shall establish a subcommittee to advise on issues related to privacy, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and data security and a subcommittee to advise on issues related to Dispensing Data. It may establish additional subcommittees. Subcommittees may include individuals who are not members of the Clearinghouse Advisory Panel. The Clearinghouse Advisory Panel may invite one or more prescribers, dispensers, and representatives from state Prescription Drug Monitoring Programs (“PDMP”) to serve on the Dispensing Data subcommittee. Each Injunctive Relief Distributor shall have a representative on each subcommittee created by the Clearinghouse Advisory Panel.

ORD100

Exhibit R 27

d) The Clearinghouse Advisory Panel may delegate tasks assigned to it by the Injunctive Relief Terms to the Executive Director.

5. Executive Director. One employee of the vendor, or one representative from the vendor group in the event that there are multiple vendors, shall be an Executive Director who shall manage day-to-day operations and report periodically to the Clearinghouse Advisory Panel.

C. Phase 1 of the Clearinghouse: Data Collection, Initial Analytics and Reporting

1. System Development

a) Within one (1) year of the Clearinghouse Retention Date, the Clearinghouse shall develop systems to receive and analyze data obtained from the Injunctive Relief Distributors pursuant to electronic transmission formats to be agreed upon by the Clearinghouse Advisory Panel.

b) In developing such systems, the Clearinghouse shall ensure that:

(1) The systems provide robust reporting and analytic capabilities.

(2) Data obtained from Injunctive Relief Distributors shall be automatically pulled from the existing order management data platforms (e.g., SAP).

(3) The systems shall be designed to receive data from sources other than the Injunctive Relief Distributors, including pharmacies, non-Injunctive Relief Distributors, the DEA, State Boards of Pharmacy, and other relevant sources, pursuant to standardized electronic transmission formats.

(4) The systems shall be designed to protect personally identifiable information (“PII”) and protected health information (“PHI”) from disclosure and shall comply with HIPAA and any federal and state laws relating to the protection of PII and PHI.

(5) The Clearinghouse will establish a HIPAA-compliant database that can be accessed by state authorities, the Injunctive Relief Distributors, and any entities that subsequently participate in the Clearinghouse. The database that will be made available to the Injunctive Relief Distributors and any non-governmental entities that subsequently participate in the Clearinghouse will also blind commercially sensitive information.

ORD100

Exhibit R 28

(6) State authorities shall have access to the HIPAA-compliant database via web-based tools and no additional or specialized equipment or software shall be required. This access shall allow state authorities to query the HIPAA- compliant database without limitation.

(7) The Injunctive Relief Distributors shall be permitted to use data obtained from the Clearinghouse for anti-diversion purposes, including the uses expressly contemplated by the Injunctive Relief Terms. The Injunctive Relief Distributors shall not sell (or obtain license fees for) data obtained from Clearinghouse to any third-parties. Nothing in the Injunctive Relief Terms shall prohibit an Injunctive Relief Distributor from using its own data, including data provided to the Injunctive Relief Distributor by third- parties other than the Clearinghouse, for any commercial purposes, including selling or licensing its data to third- parties.

2. Aggregation of Data

a) It is the goal of the Settling States and the Injunctive Relief Distributors for the Clearinghouse to obtain comprehensive data from all distributors, pharmacies, and other relevant data sources to provide maximum permissible transparency into the distribution and dispensing of Controlled Substances. During Phase 1, the Clearinghouse Advisory Panel shall develop recommendations for ways to achieve this goal.

b) In Phase 1, the Injunctive Relief Distributors shall provide and/or facilitate the collection of, and the Clearinghouse shall collect and maintain, the following:

(1) Injunctive Relief Distributor transaction data for Controlled Substances and non-Controlled Substances, specified at the NDC, date, quantity, and customer level.

(2) Injunctive Relief Distributor information on Customers that have been terminated and/or declined onboarding due to concerns regarding Controlled Substance dispensing following the Effective Date.

c) The Clearinghouse shall make available to the Injunctive Relief Distributors, in a format to be determined by the Clearinghouse Advisory Panel, blinded data for their CSMP due diligence functions. The data will include all Controlled Substances and non-Controlled Substances and be refreshed on a regular basis. The

ORD100

Exhibit R 29

Clearinghouse will also seek to provide non-identifying information regarding whether a single distributor is associated with multiple warehouses with unique DEA registrations (e.g., multiple distribution centers operated by a single distributor), in the data it makes available.

d) During Phase 1, the Clearinghouse Advisory Panel (with input from its Dispensing Data subcommittee) will develop an operational plan to obtain Dispensing Data directly from pharmacies, unless the Clearinghouse Advisory Panel determines it is inadvisable to do so. The operational plan developed by the Clearinghouse Advisory Panel shall address compliance with HIPAA and shall include recommendations to facilitate the collection of Dispensing Data in compliance with HIPAA and relevant state privacy laws. To the extent possible, the Clearinghouse will begin collecting Dispensing Data during Phase 1.

e) Nothing in the Injunctive Relief Terms shall require the Injunctive Relief Distributors to indemnify or otherwise be responsible to pharmacy customers for any claims resulting from the provision of Dispensing Data to the Clearinghouse, including, but not limited to, claims related to any data breaches occurring with the data transmitted to or maintained by the Clearinghouse.

3. State and Federal Reporting Requirements

a) The Injunctive Relief Distributors shall comply with state and federal transactional and Suspicious Order reporting requirements related to Controlled Substances as follows:

(1) Until such time as the Clearinghouse is able to provide transactional and Suspicious Order regulatory reporting to the states on behalf of the Injunctive Relief Distributors, the Injunctive Relief Distributors shall continue to file all required reports under state law and those reports required by these Injunctive Relief Terms.

(2) Once the Clearinghouse is able to process and submit such reports, the Clearinghouse may process and submit those reports on behalf of each Injunctive Relief Distributor to the states. At all times during Phase 1, each Injunctive Relief Distributor shall remain responsible for the identification of Suspicious Orders and will remain liable for a failure to submit transactional data or Suspicious Order reports required under state law or these Injunctive Relief Terms.

ORD100

Exhibit R 30

(3) An Injunctive Relief Distributor may elect to fulfill its reporting obligations directly, rather than have the Clearinghouse assume the responsibility for the transmission of the various reports.

4. Additional Reports and Analytics

a) In consultation with the Clearinghouse Advisory Panel, the Clearinghouse shall work to develop additional reports and analyses to assist the Settling States and the Injunctive Relief Distributors in addressing Controlled Substance diversion, including but not limited to identifying Red Flags consistent with Section VIII.

b) The Clearinghouse will generate analyses and reports to be used by the Settling States and the Injunctive Relief Distributors based on format and content recommended by the Clearinghouse Advisory Panel. In order to refine the format and reach final recommendations, the Clearinghouse shall prepare sample analytical reports for a sample geographic region to review with the Clearinghouse Advisory Panel. The sample reports will also be shared with the DEA in an effort to receive additional feedback.

c) After the content and format of the sample reports have been approved by the Clearinghouse Advisory Panel, the Clearinghouse will begin producing reports on a periodic basis.

d) The Clearinghouse will develop capabilities to provide Settling States customized reports upon reasonable request to assist in their efforts to combat the diversion of Controlled Substances and for other public health and regulatory purposes.

e) After the Clearinghouse has obtained sufficient Dispensing Data from Customers, the Clearinghouse shall commence providing standard reports to the Settling States and Injunctive Relief Distributors that will include summaries and analysis of Dispensing Data. The reports and analytics of Dispensing Data shall be developed in consultation with the Clearinghouse Advisory Panel (including its Dispensing Data subcommittee) and shall include, but not be limited to:

(1) Identification of Customers whose dispensing may indicate Red Flags consistent with Section VIII, as determined by the Clearinghouse from aggregate data; and

(2) Identification of Customers whose aggregate dispensing volumes for Highly Diverted Controlled Substances are

ORD100

Exhibit R 31

disproportionately high relative to the population of the relevant geographic area.

f) The Clearinghouse shall also prepare reports and analyses for the Settling States and Injunctive Relief Distributors identifying prescribers whose prescribing behavior suggests they may not be engaged in the legitimate practice of medicine. Such reports and analysis shall be developed in consultation with the Clearinghouse Advisory Panel (including its Dispensing Data subcommittee) and shall seek to identify and evaluate:

(1) Prescribers who routinely prescribe large volumes of Highly Diverted Controlled Substances relative to other prescribers with similar specialties, including health care professionals who prescribe a large number of prescriptions for high dosage amounts of Highly Diverted Controlled Substances;

(2) Prescribers whose prescriptions for Highly Diverted Controlled Substances are routinely and disproportionately filled in a geographic area that is unusual based on the prescriber’s location; and

(3) Prescribers who routinely prescribe out-of-specialty or out- of-practice area without legitimate reason.

g) Reports or analysis generated by the Clearinghouse may not be based on complete data due to a lack of participation by non- Injunctive Relief Distributors and pharmacies. As such, Injunctive Relief Distributors shall not be held responsible for actions or inactions related to reports and analysis prepared by the Clearinghouse which may be based on incomplete data due to a lack of participation by non-Injunctive Relief Distributors and pharmacies.

D. Phase 2 of the Clearinghouse: Additional Data Collection and Analytics and Assumption of CSMP Functions

Within one (1) year of Phase 1 of the Clearinghouse being operational, the Clearinghouse and the Clearinghouse Advisory Panel shall develop a detailed strategic and implementation plan for Phase 2 of the Clearinghouse (“Phase 2 Planning Report”). Phase 2 will consist of two parts. Phase 2-A will focus on increasing data collection from non-Injunctive Relief Distributors, pharmacies and other data sources and developing enhanced analytics based on the experiences gained from Phase 1. Phase 2-A will also include recommendations for the development of uniform federal and state reporting. Phase 2-B will involve the potential assumption of various CSMP activities, including Threshold

ORD100

Exhibit R 32

setting and order management by the Clearinghouse. The Phase 2 Planning Report will address both Phase 2-A and Phase 2-B. After the completion of the Phase 2 Planning Report, individual Injunctive Relief Distributors, in their sole discretion, may elect not to proceed with Phase 2-B as provided by Section XVII.E. If one or more Injunctive Relief Distributors elect to proceed with Phase 2-B, the goal will be to have Phase 2-B fully operational within two (2) years of the Clearinghouse Retention Date and no later than three (3) years of the Clearinghouse Retention Date.

1. Phase 2-A: Additional Data Collection and Analytics

a) During Phase 2-A, the Clearinghouse will continue the functions defined in Phase 1 and work to expand the scope of its data collection and enhance its analytics and reporting capabilities including the following:

(1) Integration of data from additional sources, including:

(a) Transaction data from other distributors, including manufacturers that distribute directly to retail pharmacies and pharmacies that self-warehouse; and

(b) Where possible, state PDMP data and other data, including but not limited to, State Board of Medicine and Board of Pharmacy sanctions, and agreed-upon industry data. If state PDMP data is effectively duplicative of Dispensing Data already obtained in Phase 1, it will not be necessary for the Clearinghouse to obtain state PDMP data.

(2) Development of additional metrics analyzing the data available from the additional data sources (PDMP, other pharmacy data, sanction authorities, and third-party volume projections).

(3) Development of real-time or near real-time access to distribution data, dispensing data and other data sources.

(4) Refinement of methodologies for analyzing Dispensing Data to identify suspicious prescribers.

(5) Development of additional capabilities to provide Settling States, the Injunctive Relief Distributors and potentially the DEA customized reporting from the Clearinghouse upon reasonable request.

2. Phase 2-A: Uniform Required Reporting

ORD100

Exhibit R 33

a) The Clearinghouse and the Clearinghouse Advisory Panel shall develop uniform reporting recommendations for potential implementation by state regulators in order to allow the Injunctive Relief Distributors to satisfy their obligations under the Injunctive Relief Terms and state and federal laws in a uniform and consistent manner.

b) It is a goal of the Settling States and the Injunctive Relief Distributors to:

(1) Streamline and simplify required reporting which will benefit the Injunctive Relief Distributors and the Settling States, as well as the DEA;

(2) Develop uniform transactional and Suspicious Order reporting requirements; and

(3) Provide for the submission of uniform Suspicious Order reports.

3. Phase 2-B: Clearinghouse Assumption of CSMP Functions

a) With respect to Phase 2-B, the Phase 2 Planning Report shall address:

(1) Engagement with stakeholders, including the DEA, to develop the system of Threshold setting and Suspicious Order reporting to potentially be provided by the Clearinghouse;

(2) Development of technology and rules, including any proposed changes to federal law or regulations;

(3) Development of models for the identification of Suspicious Orders and setting universal Thresholds in a manner consistent with Section XII. These models shall include active order management and order fulfillment protocols to ensure that orders are compared to relevant Thresholds by the Clearinghouse before shipment instructions are provided by the Clearinghouse to the Injunctive Relief Distributors. The models shall also include the identification of Suspicious Orders when they are placed by Customers, which will be held before shipment or blocked based on instructions provided by the Clearinghouse to the Injunctive Relief Distributors.

ORD100

Exhibit R 34

(4) Development of criteria governing distribution to Customers that have placed one or more Orders that exceed a Threshold;

(5) Development of rules for allocating Orders placed by Customers that have more than one Distributor if one or more Orders exceed a Threshold;

(6) Development of a pilot project for a sample geographic region to perform data analysis to test the models for Threshold setting and the identification of Suspicious Orders.

b) Following implementation of Phase 2-B, the Injunctive Relief Distributors participating in Phase 2-B and the State Compliance Review Committee shall meet and confer with respect to whether to expand the scope of the Clearinghouse to cover additional anti- diversion functions, such as the performance of due diligence.

c) CSMP functions that have been assumed by the Clearinghouse during Phase 2-B will no longer be performed by participating Injunctive Relief Distributors individually through their CSMPs. CSMP functions performed by the Clearinghouse will assist participating Injunctive Relief Distributors to satisfy the applicable legal obligations of those Injunctive Relief Distributors. The Clearinghouse’s performance of CSMP functions will not relieve participating Injunctive Relief Distributors from their legal obligations unless (i) the Injunctive Relief Distributors and the State Compliance Review Committee jointly enter into a written agreement for the Clearinghouse to assume legal requirements during Phase 2-B; and (ii) all vendors and consultants working on the Clearinghouse agree in writing to assume such obligations. Nothing in this paragraph shall apply to any Injunctive Relief Distributor that does not participate in Phase 2-B pursuant to Section XVII.E.

E. Option to Opt Out of Phase 2-B

1. Each Injunctive Relief Distributor shall have the option, in its sole discretion, to elect not to participate in Phase 2-B at any point. In the event that an Injunctive Relief Distributor elects not to participate in Phase 2-B, that Injunctive Relief Distributor shall cease to have any obligation to fund future costs directly related to Phase 2-B of the Clearinghouse or to implement the Clearinghouse’s determinations as to identification of Suspicious Orders and Suspicious Order reporting. If an Injunctive Relief Distributor elects not to participate in Phase 2-B, that Injunctive Relief Distributor shall remain responsible for the requirements specified for

ORD100

Exhibit R 35

Phase 1 and Phase 2-A of the Clearinghouse and shall be responsible for contributing to the costs associated with Phase 1 and Phase 2-A.

2. In the event that an Injunctive Relief Distributor elects not to participate in Phase 2-B, the Clearinghouse Advisory Panel shall discuss and make recommendations for any necessary adjustments to the Phase 2-B capabilities described in Section XVII.D.3.

F. Funding

1. The establishment and ongoing operations of the Clearinghouse shall be funded by the Injunctive Relief Distributors for a period of ten (10) years commencing on the Clearinghouse Retention Date.

2. For each of the first two (2) years of the operation of the Clearinghouse, the Injunctive Relief Distributors will make total payments of $7.5 million per year combined. For years three (3) through ten (10), the Injunctive Relief Distributors will make total payments of $3 million per year combined. Additional costs associated with Phase 2-B shall be billed to the Injunctive Relief Distributors participating in Phase 2-B.

3. Payments by the Injunctive Relief Distributors for the Clearinghouse shall be allocated among the Injunctive Relief Distributors as set forth in Section IV.H of the Settlement Agreement, dated as of July [●], 2021, which incorporates these Injunctive Relief Terms as Exhibit P.

4. In the event that the cost of the Clearinghouse exceeds the amounts provided by the Injunctive Relief Distributors, the Injunctive Relief Distributors and State Compliance Review Committee shall meet-and- confer on alternatives, which may include:

a) Limiting the operations of the Clearinghouse consistent with a revised budget;

b) Seeking additional sources of funding for the Clearinghouse; and/or

c) Allocating, in a manner consistent with the allocation of payments between the Injunctive Relief Distributors as set forth in Section XVII.F.3, additional amounts that are the responsibility of the Injunctive Relief Distributors to be used for the operation of the Clearinghouse.

5. The Injunctive Relief Distributors and the State Compliance Review Committee agree to engage in good faith discussions regarding potential continued operation and funding of the Clearinghouse following the initial ten (10) year period of Clearinghouse operations.

ORD100

Exhibit R 36

6. The Injunctive Relief Distributors and the State Compliance Review Committee shall develop a means to obtain payments from other parties that may use or benefit from the Clearinghouse, including but not limited to other settling defendants, non-Injunctive Relief Distributors, or other parties and the Clearinghouse Advisory Panel shall consider other funding sources for the Clearinghouse. This may include consideration of a user fee or other model by which non-Injunctive Relief Distributors that use the Clearinghouse will contribute to funding the Clearinghouse.

7. In the event that ten (10) or more Settling States reach agreements with any national retail chain pharmacies to resolve claims related to the distribution of Controlled Substances, the Settling States’ Attorneys’ General agree to make participation in the Clearinghouse, including providing data to the Clearinghouse and contribution to the cost of the operation of the Clearinghouse, a condition of any settlement. The Settling States’ Attorneys’ General agree to make best efforts to ensure that any other settling distributors and/or pharmacies participate in the Clearinghouse. To the extent that the Attorneys General are able to secure participation by additional distributors and/or pharmacies, it is anticipated that, to the extent practicable based on the financial and relative size of the settling distributor and/or pharmacy, those entities will contribute to the cost of the operation of the Clearinghouse. The Injunctive Relief Distributors’ obligation to fund the Clearinghouse shall be partially reduced by contributions obtained from other distributors and/or pharmacies pursuant to a formula to be determined by the Clearinghouse Advisory Panel.

G. Confidentiality

1. All data provided to the Clearinghouse shall be confidential.

2. Information provided by distributors participating in the Clearinghouse may not be provided to any other entity or individual outside those expressly contemplated by the Injunctive Relief Terms.

3. The Clearinghouse may not provide to any distributor information specific to another distributor. Notwithstanding the prior sentence, the Clearinghouse may provide blinded data to a distributor reflecting total Orders (across all distributors) for a particular Customer, region, and/or state at the base code and NDC number level and all transactional data information. Such information may only be used by receiving distributors for purposes of identifying, minimizing, or otherwise addressing the risk of Controlled Substances diversion. No distributor or pharmacy, including the Injunctive Relief Distributors, shall attempt to obtain revenue from this information. Such information provided by the Clearinghouse shall be compliant with all applicable laws and regulations.

ORD100

Exhibit R 37

4. If the Clearinghouse receives a request for disclosure of any data, material or other information created or shared under the Injunctive Relief Terms, pursuant to a Third Party Request, the Clearinghouse shall notify the Injunctive Relief Distributors and the Clearinghouse Advisory Panel of the Third Party Request and any confidential information to be disclosed so that the Injunctive Relief Distributors may seek a protective order or otherwise challenge or object to the disclosure. The Clearinghouse shall provide the Injunctive Relief Distributors and the Clearinghouse Advisory Panel with at least ten (10) days’ advance notice before complying with any Third Party Request for confidential information, except where state law requires a lesser period of advance notice.

H. Data Integrity

1. The Clearinghouse shall use best-in-class technology to preserve the integrity of the data.

2. The Clearinghouse shall report any data breaches under HIPAA and state law that occur as a result of any of its data collection and reporting activities to the Settling States and other authorities as required by law.

3. The Injunctive Relief Distributors and the Settling States shall not be liable for any breaches of any databases maintained by the Clearinghouse. This does not excuse the Clearinghouse or its vendor(s) from compliance with all state and federal laws and regulations governing (1) the protection of personal information and protected health information, or (2) notifications relating to Data Security Events.

I. Credit for Investment in the Clearinghouse

1. The Injunctive Relief Distributors and the State Compliance Review Committee shall negotiate in good faith regarding a potential credit against Injunctive Relief Distributors’ overall settlement obligations if costs exceed the amounts specified in Section XVII.F.

XVIII. MONITOR

A. Monitor Selection and Engagement

1. The Injunctive Relief Distributors shall engage a Monitor to perform the reviews described in Section XVIII.F. The Monitor shall employ or retain personnel who have appropriate qualifications related to the pharmaceutical industry and the laws governing the distribution of pharmaceuticals, the distribution of Controlled Substances, and the applicable requirements of federal and state law. The Monitor may also employ or retain personnel who have appropriate qualifications in the audit and review of sample documents in order to conduct the reviews described in Section XVIII.F. To the extent additional expertise is required

ORD100

Exhibit R 38

for the engagement, the Monitor may retain the services of third- party consultants.

2. The Monitor must perform each review described in Section XVIII.F in a professionally independent and objective fashion, as defined in the most recent Government Auditing Standards issued by the United States Government Accountability Office. A Monitor shall not be engaged in active litigation involving one or more of the Injunctive Relief Distributors or Settling States or present a potential conflict of interest involving matters concerning an Injunctive Relief Distributor, except by agreement of the affected parties. If the Monitor is employed by an entity that performed work for any Injunctive Relief Distributor or any of the Settling States prior to the Effective Date, the Monitor will cause to be implemented appropriate ethical walls between the Monitor team and the employees of the firm who have previously performed work for an Injunctive Relief Distributor or any of the Settling States.

3. The process for selecting the Monitor shall be as follows:

a) Within sixty (60) calendar days of the Effective Date, the Injunctive Relief Distributors and the State Compliance Review Committee shall exchange pools of recommended candidates to serve as the Monitor. The pools shall each contain the names of three (3) individuals, groups of individuals, or firms.

b) After receiving the pools of Monitor candidates, the Injunctive Relief Distributors and the State Compliance Review Committee shall have the right to meet with the candidates and conduct appropriate interviews of the personnel who are expected to work on the project. The Injunctive Relief Distributors (individually or in combination) and the State Compliance Review Committee may veto any of the candidates, and must do so in writing within thirty (30) days of receiving the pool of candidates. If all three (3) candidates within a pool are rejected by either the Injunctive Relief Distributors or the State Compliance Review Committee, the party who rejected the three (3) candidates may direct the other party to provide up to three (3) additional qualified candidates within thirty (30) calendar days of receipt of said notice.

c) If the Injunctive Relief Distributors or the State Compliance Review Committee do not object to a proposed candidate, the Injunctive Relief Distributors or the State Compliance Review Committee shall so notify the other in writing within thirty (30) days of receiving the pool of candidates. If more than one candidate remains, the State Compliance Review Committee shall select the Monitor from the remaining candidates. Within thirty (30) calendar days of the selection of the Monitor, the Injunctive

ORD100

Exhibit R 39

Relief Distributors shall retain the Monitor, and finalize all terms of engagement, supplying a copy of an engagement letter to the State Compliance Review Committee. The terms of engagement shall include a process by which Injunctive Relief Distributors may challenge Monitor costs as excessive, duplicative or unnecessary, which process must be approved by the State Compliance Review Committee.

4. The Injunctive Relief Distributors shall be responsible for the Monitor’s fees and costs directly related to its performance of the work specified by the Injunctive Relief Terms up to a limit of $1,000,000 per year per Injunctive Relief Distributor (i.e. a total of $3,000,000 per year).

5. Prior to each year, the Monitor shall submit a combined annual budget to the Injunctive Relief Distributors and State Compliance Review Committee that shall not exceed a total of $3,000,000. The Monitor shall submit quarterly reports to the Injunctive Relief Distributors and the State Compliance Review Committee tracking actual spend to the annual budget.

6. In the event that any of the Injunctive Relief Distributors or State Compliance Review Committee believe that the Monitor is not performing its duties and responsibilities under the Injunctive Relief Terms in a reasonably cost effective manner, an Injunctive Relief Distributor or the State Compliance Review Committee shall recommend in writing changes to the Monitor’s practices to reduce cost. The Monitor, Injunctive Relief Distributors, and the State Compliance Review Committee shall meet and confer in good faith in response to such a recommendation.

7. In the event that the Injunctive Relief Distributor and the State Compliance Review Committee cannot agree on whether the recommended cost reductions are warranted, either the State Compliance Review Committee or the Injunctive Relief Distributors may submit the question to the National Arbitration Panel, who shall determine whether the Monitor is performing its duties and responsibilities under the Injunctive Relief Terms in a reasonably cost effective manner, and, if not, the necessary changes to the Monitor’s practices to reduce cost.

8. If the National Arbitration Panel determines that the Monitor cannot complete the reviews described in Section XVIII.F within the combined annual budget of $3,000,000, the National Arbitration Panel shall require the Monitor to provide the Injunctive Relief Distributors and the State Compliance Review Committee with a written report explaining why it is not possible to complete the reviews within budget and all steps the Monitor has taken to perform its duties and responsibilities under the Injunctive Relief Terms in a reasonably cost effective manner. After receiving the Monitor’s report, the Injunctive Relief Distributors, and the

ORD100

Exhibit R 40

State Compliance Review Committee shall meet and confer in good faith to determine whether an increase in the combined budget is appropriate. If the Injunctive Relief Distributors and the State Compliance Review Committee cannot reach an agreement on the amount of the reasonable costs in excess of $3,000,000 for the relevant year, the issue will be submitted to the National Arbitration Panel for resolution. The National Arbitration Panel may award additional costs up to total cap of $5,000,000 for the relevant year ($3,000,000 plus an additional $2,000,000).

9. Unless the Injunctive Relief Distributors and the State Compliance Review Committee agree otherwise as part of the meet and confer process in the prior paragraph (such as by agreeing to limit the Monitor’s duties and responsibilities for the remainder of the year), the amount above $3,000,000 and up to the total cap of $5,000,000 in a given year necessary for the Monitor to complete the reviews described in Section XVIII.F shall be divided evenly among the Injunctive Relief Distributors without reducing any other amounts that are the responsibility of the Injunctive Relief Distributors.

B. Early Termination of the Monitor

1. In the event any of the Injunctive Relief Distributors or State Compliance Review Committee believe that the Monitor is not performing its duties and responsibilities under the Injunctive Relief Terms in a reasonably professional, competent and independent manner, an Injunctive Relief Distributor or the State Compliance Review Committee shall recommend replacement of the Monitor in writing. The Injunctive Relief Distributors and the State Compliance Review Committee shall meet and confer in good faith in response to a recommendation to replace the Monitor. If the State Compliance Review Committee and the Injunctive Relief Distributors agree that the Monitor should be replaced, a replacement Monitor will be selected in the manner set forth in Section XVIII.A.3.

2. In the event the Injunctive Relief Distributor and the State Compliance Review Committee cannot agree on whether the Monitor should be replaced, either the State Compliance Review Committee or the Injunctive Relief Distributors may submit the question of the Monitor’s dismissal to the National Arbitration Panel, and the Monitor shall only be dismissed if that panel finds that there is Good Cause for dismissal. Good Cause for dismissal shall mean (a) a material and substantial breach of the terms of the the Monitor’s obligations under the Injunctive Relief Terms; (b) any act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar conduct by the Monitor; (c) any clear pattern of bias or prejudice in favor or against any party by the Monitor; (d) conduct by the Monitor that demonstrates unfitness to fulfill the functions of the Monitor reasonably and competently; or (e) conflicts of interest described in

ORD100

Exhibit R 41

Section XVIII.A.2. If the panel finds that the Monitor should be dismissed, a replacement Monitor will be selected in the manner set forth in Section XVIII.A.3.

3. In addition, if the Monitor resigns for any reason, a replacement Monitor will be selected in the manner set forth in Section XVIII.A.3.

C. Term and Reporting Periods

1. The term of the Monitor will be five (5) years from the date the Monitor is appointed, divided into one-year periods for purposes of the reviews and reporting described in Section XVIII (“Reporting Periods”).

D. Monitor Access to Information

1. In connection with its reviews set forth in Section XVIII.F, the Monitor may request to interview employees with appropriate authority and responsibilities as necessary. In the event that an Injunctive Relief Distributor believes that the Monitor is requesting an unreasonable number of interviews or requesting interviews of employees who do not have relevant information to the reviews required by Section XVIII.F, the Injunctive Relief Distributor and State Compliance Review Committee shall meet and confer in good faith to resolve this issue.

2. The Chief Diversion Control Officer of each Injunctive Relief Distributor or a direct report of the Chief Diversion Control Officer shall serve as the primary point of contact for the Monitor to facilitate the Monitor’s access to documents, materials, or staff necessary to conduct the reviews specified in Section XVIII.F. The Monitor shall communicate any request for documents, materials, or access to staff to the Chief Diversion Control Officers or their designees.

3. If at any time the Monitor believes there is undue delay, resistance, interference, limitation, or denial of access to any records or to any employee or former employee deemed necessary by the Monitor to conduct the reviews specified in Section XVIII.F, the Monitor shall notify the Chief Diversion Control Officer of the Injunctive Relief Distributor and they shall meet and confer to resolve such issue. If the Monitor believes that the matter was not resolved, the Monitor shall immediately report the issue to the State Compliance Review Committee.

4. To the extent any of the documents requested by the Monitor contain material protected from disclosure by any legal privilege including the attorney-client privilege or attorney work product protections, an Injunctive Relief Distributor may redact such material before providing the documents to the Monitor, but must provide the Monitor with a privilege log describing the redacted information and identifying the basis for redaction.

ORD100

Exhibit R 42

5. Notwithstanding any other information referenced and produced pursuant to Section XVIII, the Monitor shall have access to, and each Injunctive Relief Distributor’s Chief Diversion Control Officer shall produce to the Monitor, any settlement agreements with government entities entered into after the Effective Date specifically concerning the requirements contained in the Injunctive Relief Terms and an Injunctive Relief Distributor’s distribution of Controlled Substances (as opposed to distribution of pharmaceutical products in general).

E. Settling States’ Access to Monitor

1. Other than in connection with the initiation of a Notice of Potential Violation set forth in Section XIX.B.2, should the Monitor believe it needs to initiate communication with the State Compliance Review Committee regarding an Injunctive Relief Distributor’s compliance with the Injunctive Relief Terms, the Monitor’s communications should include the Chief Diversion Control Officer or counsel of the affected Injunctive Relief Distributor, regardless of the form of communication.

2. The State Compliance Review Committee shall have access to any settlement agreements produced to the Monitor pursuant to Section XVIII.D.5.

F. Reviews to be Conducted by the Monitor

1. There shall be two (2) types of reviews to be conducted by the Monitor:

a) Customer-specific reviews, as set forth in Section XVIII.F.2; and

b) System reviews, as set forth in Section XVIII.F.3.

2. Customer-Specific Reviews

a) The following Customer-specific reviews will be conducted by the Monitor for each Injunctive Relief Distributor for each of the Reporting Periods:

(1) Threshold Change Request Review (“TCR Review”);

(2) Onboarding New Customer Review (“Onboarding Review”);

(3) Ongoing Due Diligence Review (“Ongoing Diligence Review”);

(4) Customer Termination Review (“Termination Review”); and

ORD100

Exhibit R 43

(5) Orders that Exceed Thresholds but are Shipped Review (“Exceeded Threshold Review”).

b) Sample selection and audit periods for TCR Reviews, Onboarding Reviews, Ongoing Diligence Reviews, Termination Reviews, and Exceeded Threshold Reviews.

(1) For each Reporting Period, the Monitor will review a representative sample of files for the performance of the TCR Reviews, Onboarding Reviews, and Ongoing Diligence Reviews. The Monitor shall select a sample representative of various geographic regions, customer types (Independent Retail Pharmacy Customers or Chain Customer), and distribution centers.

(2) The Monitor will meet and confer with each of the Injunctive Relief Distributors to determine the appropriate audit period within each Reporting Period from which the samples will be selected (e.g. samples will be selected from the first six (6) months of a reporting period to allow the Monitor time to perform its review during the remainder of the reporting period).

(3) Within thirty (30) calendar days following the close of the agreed-upon audit period, the Injunctive Relief Distributors (or the Clearinghouse once operational, if able to do so) will provide the Monitor with the following lists of relevant Customers for each type of review:

(a) A list of all Customers that requested at least one Threshold increase for a Highly Diverted Controlled Substance during the relevant audit period, including the number of such requests by each Customer;

(b) A list of all Customers that were onboarded during the relevant audit period and, during that period, ordered and received Highly Diverted Controlled Substances;

(c) A list of all Customers that were the subject of an Ongoing Diligence Review during the relevant audit period;

(d) A list of all Customers that, for reasons related to Controlled Substance regulatory compliance, were terminated during the relevant audit period; and

ORD100

Exhibit R 44

(e) A list of all Orders for Highly Diverted Controlled Substances where a decision was made to ship the Order even though the order exceeded the otherwise applicable Threshold, with number of such shipped orders.

(4) Within fifteen (15) calendar days of compiling this Customer information for sample selection, each Injunctive Relief Distributor shall propose a reasonable number of customer files for each review to the Monitor.

(5) Within fifteen (15) calendar days of receiving the lists specified above from the Injunctive Relief Distributors, the Monitor shall choose representative files to be reviewed from these lists. Each list will include the Customers’ zip code, geographic region, distribution center, and customer type (Independent Retail Pharmacy Customer or Chain Customer).

c) TCR Reviews

(1) For each Reporting Period, the Monitor shall conduct a TCR Review for a sample review of Customers who requested at least one Threshold increase for Highly Diverted Controlled Substances for each Injunctive Relief Distributor. For the TCR Reviews, the Monitor shall review the information contained in the files of the sample Customers and determine whether the information reflects substantial compliance with the requirements of Section XII.C.3.

d) Onboarding Reviews

(1) For each Reporting Period, the Monitor shall conduct an Onboarding Review of a sample of Customers that were onboarded during the applicable audit period and, during that period, ordered and received Highly Diverted Controlled Substances from the Injunctive Relief Distributor. For the Onboarding Reviews, the Monitor shall review the information contained in the files of the sample Customers and determine whether the information reflects substantial compliance with the requirements of Section IX.

e) Ongoing Diligence Reviews

(1) For each Reporting Period, the Monitor shall conduct an Ongoing Diligence Review of a sample of Customers for each Injunctive Relief Distributor that was the subject of an

ORD100

Exhibit R 45

Ongoing Diligence Review during the relevant audit period. For the Ongoing Diligence Reviews, the Monitor shall review the information contained in the files of the sample of Customers and determine whether the information reflects substantial compliance with the requirements of Section X.

f) Termination Reviews

(1) For each Reporting Period, the Monitor shall conduct a review of a sample of Customers that were terminated by each Injunctive Relief Distributor during the audit period. For the Termination Reviews, the Monitor shall review the information contained in the files of the sample of Customers and determine whether the information reflects substantial compliance with the requirements of Section XIV.

g) Exceeded Threshold Review

(1) For each Reporting Period, the Monitor shall conduct a review of a sample of Orders for Highly Diverted Controlled Substances where a decision was made by the Injunctive Relief Distributor to ship the Order even though the Order exceeded the applicable Threshold. For the Exceeded Threshold Reviews, the Monitor shall review the information contained in the Customer files related to the Orders and determine whether the information reflects substantial compliance with the requirements of Section XIII.B.

3. Annual System Reviews:

a) The following system reviews will be conducted by the Monitor for each Injunctive Relief Distributor for each of the Reporting Periods:

(1) CSMP Review;

(2) Threshold Setting Process Review;

(3) Suspicious Orders and Suspicious Order Report Review;

(4) Compensation Review;

(5) Red Flag Review; and

(6) Review of CSMP Integration with Clearinghouse.

ORD100

Exhibit R 46

b) CSMP Review

(1) For each Reporting Period, the Monitor shall conduct a review of the following materials from each Injunctive Relief Distributor:

(a) Current CSMP policies and procedures;

(b) Organizational charts for the departments that are relevant to the CSMP organization;

(c) Logs and/or summaries of any reports received on the “hot line” required by Section V.E and the action or response of an Injunctive Relief Distributor to any such reports;

(d) Copies of the quarterly reports provided by the Chief Diversion Control Officer to the CSMP Committee as required by Section IV.C;

(e) Copies of the quarterly reports provided by the CSMP Committee to senior management and the Board of Directors as required by Section VI.C; and

(f) Copies of the materials used for the training required by Section VII and lists of the attendees of the training.

c) Threshold Setting Process Review:

(1) For each Reporting Period, each Injunctive Relief Distributor or its outside consultants shall prepare a summary report describing how its Threshold-setting methodology for Independent Retail Pharmacy Customers and Chain Customers complies with Section XII (the “Annual Threshold Analysis and Assessment Report”).

(2) For each Reporting Period, the Monitor shall review the Annual Threshold Analysis and Assessment Report, determine whether the information reflects substantial compliance with the requirements of Section XII, and include any Observations and Recommendations, as defined in Section XVIII.G, in its annual Audit Report.

d) Suspicious Orders and Suspicious Order Reporting Review:

(1) For each Reporting Period, each Injunctive Relief Distributors will provide the Monitor with a report

ORD100

Exhibit R 47

containing summary metrics for the Suspicious Orders that were reported to the DEA and the Settling States (the “Suspicious Order Metrics Report”). In the Suspicious Order Metrics Report, the Injunctive Relief Distributors will also provide summary metrics for Orders of Highly Diverted Controlled Substances that exceeded a Threshold but were still shipped.

(2) For each Reporting Period, the Monitor shall review the Suspicious Order Metrics Report, determine whether the information reflects substantial compliance with the requirements of Section XIII, and include any Observations and Recommendations in its annual Audit Report.

e) Compensation Reviews:

(1) For each Reporting Period, the Monitor will review compensation-related policy documents for each Injunctive Relief Distributor for sales personnel. The Monitor shall analyze those documents and determine whether the compensation policies of each Injunctive Relief Distributor comply with the requirements contained in Section V.

f) Red Flags Review:

(1) For each Reporting Period, the Monitor shall review the Red Flags defined in Section VIII and their incorporation into each Injunctive Relief Distributor’s policies and procedures. The Monitor shall determine whether the information reflects substantial compliance with the requirements of Section VIII and include any Observations and Recommendations, as called for by Section VIII.C, about those definitions in its annual Audit Report.

g) Review of CSMP Integration with the Clearinghouse:

(1) For each Reporting Period, each Injunctive Relief Distributor shall prepare a report summarizing the status of the Injunctive Relief Distributor’s CSMP integration with the operation of the Clearinghouse (“Clearinghouse Integration Report”). The Monitor shall review each Injunctive Relief Distributor’s Clearinghouse Integration Report, determine whether the information reflects substantial compliance with the requirements of Section XVII, and include any Observations and Recommendations in its annual Audit Report.

G. Observations and Recommendations:

ORD100

Exhibit R 48

1. If the Monitor notes any areas for potential improvement during the course of the reviews conducted pursuant to the Injunctive Relief Terms, the Monitor shall include any such recommendations in the Audit Report. Collectively, any such questions, concerns or recommendations will be referred to as “Observations and Recommendations.”

H. Audit Reports:

1. No later than one hundred and twenty (120) calendar days prior to the end of a Reporting Period and/or at any other time deemed reasonably necessary by the Monitor, the Monitor shall provide each Injunctive Relief Distributor with a draft report detailing any instances of substantial non- compliance with the applicable provisions of the Injunctive Relief Terms from the reviews in Section XVIII.F (the “Draft Report”). The Draft Report will also describe any Observations and Recommendations.

2. Within thirty (30) calendar days of its receipt of the Draft Report, the Injunctive Relief Distributor will provide comments and responses to the Draft Report. The Injunctive Relief Distributor will, among other things:

a) Respond to each instance of substantial non-compliance, including, where appropriate, describing any corrective action taken (or to be taken).

b) Respond to each Observation and Recommendation.

3. Within thirty (30) calendar days of its receipt of the Injunctive Relief Distributors’ responses to the Draft Report, the Monitor shall provide a final report (the “Audit Report”) to each Injunctive Relief Distributor and the State Compliance Review Committee. The Monitor shall provide the State Compliance Review Committee with a copy of an Injunctive Relief Distributor’s response to the Draft Report.

4. No action or lack of action by the Settling States regarding information received from the Monitor concerning an Injunctive Relief Distributor’s conduct shall be considered affirmation, acceptance, or ratification of that conduct by the Settling States.

I. Confidentiality:

1. Materials and information provided by the Injunctive Relief Distributors to the Monitor that are designated “Confidential” (and any parts, portions, or derivations thereof) (the “Confidential Information”) will be kept confidential and not be shown, disclosed, or distributed to any other party, including any other Injunctive Relief Distributor.

2. The Monitor will not use materials or information received from one Injunctive Relief Distributor, or information or analysis developed using

ORD100

Exhibit R 49

the Confidential Information of an Injunctive Relief Distributor, in its assessment of any other Injunctive Relief Distributor. Because each Injunctive Relief Distributor operates pursuant to its own unique policies and procedures intended to comply with legal and other requirements of the Injunctive Relief Terms, the Monitor shall apply the standards of each Injunctive Relief Distributor to its reviews without preference to the practices or standards applied by any other Injunctive Relief Distributor.

3. If any of the Settling States or the Monitor receive a request for disclosure of any material or information created or shared under the Injunctive Relief Terms, pursuant to a Third Party Request, the Settling State or the Monitor, respectively, shall notify the Injunctive Relief Distributors of the Third Party Request and the Confidential Information to be disclosed so that the Injunctive Relief Distributors may seek a protective order or otherwise challenge or object to the disclosure. The Settling State or the Monitor will provide the Injunctive Relief Distributors with at least ten (10) days’ advance notice before complying with any Third Party Request for Confidential Information, except where state law requires a lesser period of advance notice.

4. Nothing herein will be deemed to prevent any party from claiming any applicable exemption to the public information act, freedom of information act, public records act, or similar law.

XIX. ENFORCEMENT OF INJUNCTIVE RELIEF TERMS

A. State Compliance Review Committee:

1. Any Settling State may initiate a review of a Potential Violation consistent with the process set forth in Section XIX.

2. The State Compliance Review Committee shall assign the Monitor the responsibilities set forth in Sections XIX.B.3 through XIX.B.7, regarding review of a Potential Violation and an opportunity to cure, except with respect to matters requiring interpretation of the Injunctive Relief Terms subject to Section XIX.C.2. The objective of the Monitor shall be to facilitate a resolution among the parties, providing an opportunity to cure, as applicable, for the party against whom a Potential Violation has been alleged.

3. No less than six (6) months before the Monitor’s term expires pursuant to Section XVIII, the State Compliance Review Committee and Injunctive Relief Distributors shall meet and confer in good faith to determine the parameters and processes for continued enforcement, consistent to the maximum extent possible with the provisions set forth in Section XIX, for the period after the Monitor’s term has ended. Absent agreement between the State Compliance Review Committee and Injunctive Relief

ORD100

Exhibit R 50

Distributors, all provisions set forth in Section XIX involving the Monitor are excused after the Monitor’s term has ended.

4. Should an Injunctive Relief Distributor allege in good faith that a Settling State or the Monitor has impaired the ability of the Injunctive Relief Distributor to meet the Injunctive Relief Terms, the Injunctive Relief Distributor may request the State Compliance Review Committee to mediate any dispute in an effort to avoid the time and expense of litigation regarding interpretation and enforcement of the Injunctive Relief Terms.

B. Process for Review of Potential Violations and Opportunity to Cure:

1. Definition of “Potential Violation:” A Potential Violation occurs when an Injunctive Relief Distributor is alleged to not be in substantial compliance with (i) the Injunctive Relief Terms or (ii) a Corrective Action Plan adopted consistent with the process set forth in Section XIX.B.7.

2. Submission of Notice of Potential Violation. An allegation of a Potential Violation shall be submitted to the State Compliance Review Committee in writing by one or more Settling States (“Notice of Potential Violation” or “Notice”) and shall include the following to the extent practicable:

a) Specification of the particular Injunctive Relief Term(s) and/or Corrective Action Plan(s) implicated by the Potential Violation;

b) Description of the Potential Violation with specificity;

c) The reasoning for and, if available, any documentation supporting the allegation that a Potential Violation has occurred, including whether the Potential Violation is a matter identified by the Monitor in an Audit Report; and

d) Description of the time-sensitivity of the Potential Violation, if relevant.

3. Assignment to Monitor. The State Compliance Review Committee shall review every Notice. If the State Compliance Review Committee reasonably believes that further review is warranted, the State Compliance Review Committee shall forward the Notice to the Monitor. The Monitor shall ensure that the Injunctive Relief Distributor that is the subject of the Notice receives a copy of the Notice and a proposed schedule consistent with the process set forth in Sections XIX.B.4 and XIX.B.5.

4. Response to Notice of Potential Violation. Within thirty (30) days of receipt of the Notice of Potential Violation, the Injunctive Relief Distributor that is the subject of the Notice shall provide a written response to the referring Settling State(s), the Monitor, and the State Compliance Review Committee. The response (a) shall set forth the

ORD100

Exhibit R 51

reasons the Injunctive Relief Distributor that is the subject of the Notice believes that it is in substantial compliance with the relevant Injunctive Relief Term(s) and/or Corrective Action Plan(s), and (b) as applicable, shall explain efforts undertaken to cure the Potential Violation and a schedule for completing the efforts to cure.

5. Conference for Parties re Notice of Potential Violation. The parties to the Notice shall meet or otherwise confer regarding the Potential Violation. The parties and the Monitor shall make themselves available for such a meeting (which may at any party’s election be a virtual or technology-based meeting), provided, however, that the meeting is not required to take place sooner than fifteen (15) days after a written response to the Notice of Potential Violation.

6. Process for Previously-Submitted Notices of Potential Violation. At the request of the parties to a Notice, the Monitor shall determine whether the Notice implicates the same or similar issues as a previously submitted Notice or is a matter previously identified by the Monitor in an Audit Report involving the same party alleged to have engaged in a Potential Violation, and make an initial determination as to whether the issues needs to be addressed anew. The Monitor shall inform the Settling State and Injunctive Relief Distributor involved in the previous Notice or the subject of a matter previously identified by the Monitor in an Audit Report of its determination within five (5) business days of receipt of the Notice. The Settling State and Injunctive Relief Distributor shall have five (5) business days to object to the determination. If an objection is made, the Monitor shall respond to the objection within five (5) business days. If no objection is made, the party involved in the prior Notice may rely on the response to the previously submitted Notice or matter previously identified by the Monitor in an Audit Report and no further action shall be required.

7. Monitor Resolution of Potential Violation and Opportunity to Cure. Within thirty (30) days of the meeting pursuant to Section XIX.B.5, the Monitor, taking into consideration the submissions of the parties involved in the Notice and other information available to the Monitor, shall resolve the Notice as follows:

a) If the Monitor reasonably believes that a Potential Violation is not ongoing or has been substantially resolved as of thirty (30) days from the meeting pursuant to Section XIX.B.5, the Monitor shall provide written notice to the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice.

b) If the Monitor reasonably believes that a Potential Violation is ongoing and has not been substantially resolved as of thirty (30)

ORD100

Exhibit R 52

days from the meeting pursuant to Section XIX.B.5, the Monitor shall provide written notice to the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice and request that the Injunctive Relief Distributor prepare, within thirty (30) days of the receipt of such written notice, a Corrective Action Plan to remedy such Potential Violation, including a reasonable period for implementation of such plan. The Monitor may extend the period of time to submit a Corrective Action Plan up to ninety (90) days based on a reasonable request by the affected party.

c) A Corrective Action Plan may address multiple Potential Violations, and an existing Corrective Action Plan may be amended to address additional Potential Violations.

d) Within ten (10) business days of submission of a Corrective Action Plan regarding a Potential Violation, the Monitor shall confer with the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice regarding the proposed Corrective Action Plan. The Monitor may recommend revisions in its discretion. The conference required by this paragraph may at any party’s election be a virtual or technology-based meeting.

e) Within thirty (30) days of the conference in Section XIX.B.7.d, the Monitor shall advise the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice whether the Monitor has adopted the proposed Corrective Action Plan or whether the Monitor has adopted it after making modifications. The Monitor shall also set forth a reasonable period for implementation of any such plan that has been adopted. The Injunctive Relief Distributor that is subject to a Corrective Action Plan adopted by the Monitor must begin to comply with the Corrective Action Plan within five (5) business days of receiving notice of the Corrective Action Plan has been adopted, unless it seeks review by the State Compliance Review Committee pursuant to Section XIX.C.1.

C. Enforcement Responsibilities of State Compliance Review Committee:

1. The Settling State(s) or Injunctive Relief Distributor involved in a Notice may request the State Compliance Review Committee to review the resolution (including a resolution pursuant to Section XIX.B.7.a) and/or Corrective Action Plan adopted by the Monitor regarding that Notice. Any such request must be made within five (5) business days of a resolution or adoption of a Corrective Action Plan by the Monitor. The State Compliance Review Committee, taking into consideration the resolution

ORD100

Exhibit R 53

by the Monitor, submissions of the Settling State(s) or Injunctive Relief Distributor, and other information available to the Committee, shall within thirty (30) days of receipt of the request resolve the matter by written notice to the affected parties, which shall include the State Compliance Review Committee’s reasoning in reaching its resolution. The State Compliance Review Committee may agree, disagree, or modify any resolution or Corrective Action Plan that it reviews. An Injunctive Relief Distributor that is subject to a Corrective Action Plan that is affirmed or affirmed as amended by the State Compliance Review Committee must within five (5) business days begin to comply with the Corrective Action Plan.

2. The State Compliance Review Committee shall review any issues raised by a Notice regarding the interpretation of the Injunctive Relief Terms at the request of the Settling State(s), Injunctive Relief Distributor involved in a Notice, or the Monitor. Such a request may be made at any time after the Notice’s submission, and the request will not extend the timelines set forth in Sections XIX.B and XIX.C.1. The State Compliance Review Committee shall notify the Monitor, Settling State(s) and Injunctive Relief Distributor involved in the Notice of its determination. Settling States and Injunctive Relief Distributors do not waive their rights to challenge the interpretation of the Injunctive Relief Terms by the State Compliance Review Committee in any subsequent proceeding pursuant to Section XIX.E.2.

3. The State Compliance Review Committee may, independent of a Notice of Potential Violation, review requests by a Monitor, Settling State, or Injunctive Relief Distributor regarding the interpretation of the Injunctive Relief Terms. The State Compliance Review Committee shall notify the Monitor and requesting party of its interpretation, including the State Compliance Review Committee’s reasoning in reaching its conclusion. Settling States and Injunctive Relief Distributors do not waive their rights to challenge the interpretation of the Injunctive Relief Terms by the State Compliance Review Committee in any subsequent proceeding pursuant to Section XIX.E.2.

4. The State Compliance Review Committee shall make available to all Settling States and Injunctive Relief Distributors any interpretation it issues pursuant to Sections XIX.C.2 and XIX.C.3.

D. Composition of State Compliance Review Committee:

1. A Settling State on the State Compliance Review Committee that is in active litigation with one or more of the Injunctive Relief Distributors, or in another potential conflict of interest involving compliance with Controlled Substances laws and regulations, may not serve on the State Compliance Review Committee for matters involving the affected

ORD100

Exhibit R 54

Injunctive Relief Distributor, and the remaining Settling States on the State Compliance Review Committee shall within five (5) business days select an alternate Settling State as a replacement.

2. If the affected state on the State Compliance Review Committee disputes that it has a disqualifying active litigation or other conflict of interest, the determination of whether that state has a conflict disqualifying it from serving on the State Compliance Review Committee shall be made by the remaining states on the State Compliance Review Committee.

E. Enforcement Actions:

1. Any written notice or resolution by the State Compliance Review Committee regarding the matters set forth in Sections XIX.B and XIX.C shall provide the State Compliance Review Committee’s assessment of the matter but will not be an official opinion of any individual Settling State.

2. Following the issuance of a written notice or resolution of the State Compliance Review Committee pursuant to Section XIX.C, a Settling State or Injunctive Relief Distributor may take whatever action it deems necessary related to the written notice or resolution issued by the State Compliance Review Committee, provided that the Settling State or Injunctive Relief Distributor is either (a) the Settling State that sought review by the State Compliance Review Committee, or (b) the Injunctive Relief Distributor that is the subject of the Potential Violation at issue. Such action may include but is not limited to bringing an action to enforce the settlement agreement, filing a new original action, or, the parties to a Notice attempting to negotiate a Corrective Action Plan directly with each other.

3. The Settling States agree that prior to taking any court or administrative action, other than an action that is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the Settling State, or that a public emergency requiring immediate action exists, it will follow the process outlined in Sections XIX.B and XIX.C.

4. A Settling State or Injunctive Relief Distributor must bring a court or administrative action within six (6) months of any resolution of the State Compliance Review Committee, unless the alleged violation is also an independent violation of state or federal law, or an action that a Settling State concludes is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the State, or that a public emergency requiring immediate action exists, in which cases, the applicable statute of limitations (if any) for sovereign actions shall apply.

ORD100

1

JANSSEN NEW YORK STATE-WIDE OPIOID SETTLEMENT AGREEMENT

TERM SHEET

I. Overview

This Agreement sets forth the principal terms and conditions of a settlement agreement between and among the State of New York, Nassau County, Suffolk County, all New York Participating Subdivisions, and Janssen (collectively, “the Parties”) to resolve opioid-related Claims against Janssen.

The Parties intend the terms of this Agreement to parallel the terms of the Global Prescription Opiate Litigation Settlement Agreement (“Global Settlement”) currently under negotiation. If the Global Settlement becomes effective by February 15, 2022, its terms will supersede the terms of this Agreement except for Sections VI (Dismissal of Claims), VII (Release), and IX (Attorney Fee and Cost Payments). If the Global Settlement is not effective by the aforementioned date, this Agreement and any subsequent Consent Judgment giving effect to its terms will control.

Janssen has agreed to the below terms for the sole purpose of settlement, and nothing 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 Janssen expressly denies. No part of this Agreement, including its statements and commitments, shall constitute evidence of any liability, fault, or wrongdoing by Janssen. Unless the contrary is expressly stated, this Agreement is not intended for use by any third party for any purpose, including submission to any court for any purpose. This Agreement is not contingent on the Global Settlement taking effect.

II. Definitions

A. “Actions” means The County of Suffolk, New York v. Purdue Pharma L. P., Case No. 400001/2017; The County of Nassau, New York v. Purdue Pharma L. P., Case No. 400008/2017; and The People of the State of New York v. Purdue Pharma L.P., Case No. 400016/2018.

B. “Agreement” means this term sheet together with the exhibits thereto.

C. “Bar” means either (1) a ruling by the highest court of the State setting forth the general principle that no Subdivisions or Special Districts in the State may maintain Released Claims against Released Entities, whether on the ground of the Agreement (or the release in it) or otherwise; (2) a law barring Subdivisions and Special Districts in the State from maintaining or asserting Released Claims against Released Entities; or (3) a Settlement Class Resolution in the State with full force and effect. For avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from payments by Janssen incurred under the Agreement) shall not constitute a Bar.

D. “Case-Specific Resolution” means either (1) a law barring specified Subdivisions or Special Districts from maintaining Released Claims against Released Entities; (2) a ruling by a court of competent jurisdiction over a particular Subdivision or Special District that has the legal

ORD100

2

effect of barring the Subdivision or Special District from maintaining any Released Claims at issue against Released Entities, whether on the ground of the Agreement (or the release in it) or otherwise; or (3) in the case of a Special District, a release consistent with Section VII below. For avoidance of doubt, a law, ruling, or release that is conditioned or predicated upon a post-Effective Date payment by a Released Entity (apart from payments by Janssen incurred under the Agreement or injunctive relief obligations incurred by it) shall not constitute a Case-Specific Resolution.

E. “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, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including but not limited to any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, 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.

F. “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 date of execution of this Agreement (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity) relating in any way to (a) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy, or advocacy relating to any Product or class of Products, including but not limited to any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; (b) the characteristics, properties, risks, or benefits of any Product; (c) the reporting, disclosure, non-reporting, or non-disclosure to federal, state, or other regulators of orders for any Product placed with any Released Entity; (d) the selective breeding, harvesting, extracting, purifying, exporting, importing, applying for quota for, procuring quota for, handling, promoting, manufacturing, processing, packaging, supplying, distributing, converting, or selling of, or otherwise engaging in any activity relating to, precursor or component Products, including but not limited to natural, synthetic, semi-synthetic, or chemical raw materials, starting materials, finished active pharmaceutical ingredients, drug substances, or any related intermediate Products; or (e) diversion control programs or suspicious order monitoring related to any Product.

ORD100

3

G. “Consent Judgment” means a consent decree, order, judgment, or similar action.

H. “Court” means the court to which the Agreement and the Consent Judgment are presented for approval and/or entry.

I. “Effective Date” means the date of entry of a final Consent Judgment, which shall be filed no later than 30 days after the Initial Participation Date.

J. “Finality” means:

a. the Agreement and the Consent Judgment have been approved and entered by the Court as to Janssen, including the release of all Released Claims against Released Entities as provided in this Agreement;

b. for all lawsuits brought by the State against Released Entities for Released Claims, either previously filed or filed as part of the entry of the Consent Judgment, the Court has stated in the Consent Judgment or otherwise entered an order finding that all Released Claims against Released Entities asserted in the lawsuit have been resolved by agreement; and

c. (1) the time for appeal or to seek review of or permission to appeal from the approval and entry as described in subsection (a) hereof and entry of such order described in subsection (b) hereof has expired; or (2) in the event of an appeal, the appeal has been dismissed or denied, or the approval and entry described in (a) hereof and the order described in subsection (b) hereof have been affirmed in all material respects (to the extent challenged in the appeal) by the court of last resort to which such appeal has been taken and such dismissal or affirmance has become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court).

K. “Global Settlement” means an agreement in which the State of New York participates resolving the litigation and claims brought or threatened to be brought by states and subdivisions against Janssen, including claims against Janssen asserted in the multi-district litigation In re: Nationwide Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio) (“MDL”) and state court prescription opiate litigation.

L. “Initial Participation Date” means the date by which Subdivisions must join to become initial Participating Subdivisions. The Initial Participation Date shall be 150 days after the execution of this Agreement, provided that, in the event that Senate Bill S7194 becomes law and the New York Attorney General notifies Janssen within 75 days of the date of execution of this Agreement that all Subdivisions and Special Districts have become Participating Subdivisions or had their claims released consistent with Section VII, such that the State qualifies for Incentive A under Section III.C.3., the Initial Participation Date shall be 90 days after the date of execution of this Agreement.

M. “Janssen” means Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc.

ORD100

4

N. “Later Litigating Special District” means a Special District that is not a Litigating Special District and that files a lawsuit bringing a Released Claim against a Released Entity, or that adds such a claim to a pre-existing lawsuit, after the execution date of this Agreement. It may also include a Litigating Special District whose claims were resolved by a judicial Bar or Case-Specific Resolution which is later revoked following the execution date of this Agreement, when such Litigating Special District takes any affirmative step in its lawsuit other than seeking a stay or removal.

O. “Later Litigating Subdivision” means a Subdivision that is not a Litigating Subdivision and that files a lawsuit bringing a Released Claim against a Released Entity, or that adds such a claim to a pre-existing lawsuit, after the Effective Date. It may also include a Litigating Subdivision whose claims were resolved by a judicial Bar or Case-Specific Resolution which is later revoked following the Effective Date, when such Litigating Subdivision takes any affirmative step in its lawsuit other than seeking a stay or removal.

P. “Litigating Special District” means a Special District that brought any Released Claims against any Released Entities on or before the execution date of this Agreement that were not separately resolved prior to that date. A list of Litigating Special Districts will be agreed to by the parties.

Q. “Litigating Subdivision” means a Subdivision that brought any Released Claims against any Released Entities on or before the Effective Date that were not separately resolved prior to that date. A list of Litigating Subdivisions will be agreed to by the parties.

R. “Non-Litigating Special District” means a Special District that is neither a Litigating Special District nor a Later Litigating Special District.

S. “Non-Litigating Subdivision” means a Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision.

T. “Non-Participating Subdivision” means a Subdivision that is not a Participating Subdivision.

U. “Participating Subdivision” means a Subdivision that signs the Election and Release Form annexed as Exhibit A and meets the requirements for becoming a Participating Subdivision under subsection VIII.A.

V. “Primary Subdivision” means a Subdivision that has a population of 30,000 or more residents pursuant to the 2019 U.S. Census estimate.

W. “Product” means any chemical substance, whether used for medicinal or non-medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is an opioid or opiate, as well as any product containing any such substance. It also includes: 1) the following when used in combination with opioids or opiates: benzodiazepine, carisoprodol, zolpidem, or gabapentin; and 2) a combination or “cocktail” of any stimulant or other chemical substance prescribed or sold to be used together that includes opioids or opiates. “Product” includes but is not limited to any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, naloxone, naltrexone, oxycodone,

ORD100

5

oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, any variant of these substances, or any similar substance. “Product” also includes any natural, synthetic, semi-synthetic or chemical raw materials, starting materials, finished active pharmaceutical ingredients, drug substances, and any related intermediate products used or created in the manufacturing process for any of the substances described in the preceding sentence.

X. “Qualified Settlement Fund” means the fund established by this Agreement into which all payments by Janssen are made, unless otherwise expressly provided in this Agreement.

Y. “Released Claims” means any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the Effective Date. Without limiting the foregoing, “Released Claims” include any Claims that have been asserted against the Released Entities by the State or any of its Litigating Subdivisions or Litigating Special Districts in any federal, state or local action or proceeding (whether judicial, arbitral or administrative) based on, arising out of or relating to, in whole or in part, the Covered Conduct, or any such Claims that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by the State, any of its Subdivisions or Special Districts, or any Releasor (whether or not such State, Subdivision, Special District, or Releasor has brought such action or proceeding). Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to the Agreement, whether or not such claims relate to Covered Conduct. The Parties intend that “Released Claims” be interpreted broadly. This Agreement does not release Claims by private individuals. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law.

Z. “Released Entities” means Janssen and (1) all of Janssen’s past and present direct or indirect parents, subsidiaries, divisions, joint ventures, predecessors, successors, assigns, and insurers (solely in their role as insurers with respect to the Released Claims), including Noramco, Inc. and Tasmanian Alkaloids PTY. LTD., (2) the past and present direct or indirect subsidiaries, divisions, and joint ventures, of any of the foregoing, and (3) the respective past and present officers, directors, members, shareholders (solely in their capacity as shareholders of the foregoing entities), partners, trustees, and employees of any of the foregoing (for actions that occurred during and related to their work for, or employment with, Janssen). Collegium Pharmaceutical is not a released entity.

AA. “Releasors” means (1) the State of New York; (2) Nassau and Suffolk Counties; (3) each Participating Subdivision; and (4) without limitation and to the maximum extent of the power of the State of New York’s Attorney General to release Claims, (a) the State of New York’s departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General, 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, (b) any public entities, public instrumentalities, 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, 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

ORD100

6

applicable to the general public with respect to the State of New York or Subdivisions in the State, whether or not any of them participate in the Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide an Election and Release Form providing for a release to the fullest extent of the Participating Subdivision’s authority, which shall be attached as an exhibit to the Agreement. The State of New York’s Attorney General represents that he or she has or has obtained the authority set forth in the Representation and Warranty Section.

BB. “Settlement Class Resolution” means a class action resolution in a court of the State with respect to a class of Subdivisions and Special Districts in the State that (1) conforms with the State’s statutes, case law, and/or rules of procedure regarding class actions; (2) is approved and entered as an order of court of the State and has achieved Finality; (3) is binding on all Non-Participating Subdivisions and Special Districts in the State (other than opt outs as permitted under the next sentence); (4) provides that no such Non-Participating Subdivision or Special District may bring Released Claims against Released Entities, whether on the ground of the Agreement (or the release in it) or otherwise; and (5) does not impose any costs or obligations on Janssen other than those provided for in the Agreement, or contain any provision inconsistent with any provision of the Agreement. If applicable State law requires that opt-out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing 2.5% or more of the State’s population opt out.

CC. “Settlement Fund Administrator” means the entity that administers the Qualified Settlement Fund.

DD. “Special District” means a formal and legally recognized sub-entity of the State that is authorized by State law to provide one or a limited number of designated functions, including but not limited to school districts, fire districts, healthcare & hospital districts, and emergency services districts. Special Districts do not include sub-entities of the State that provide general governance for a defined area that would qualify as a Subdivision.

EE. “State” means the State of New York.

FF. “Subdivision(s)” means a formal and legally recognized sub-entity of the State of New York that provides general governance for a defined area, including a county, city, town, village, or similar entity. Unless otherwise specified, “Subdivision” includes all functional counties and other functional levels of sub-entities of the State that provide general governance for a defined area. Historic, non-functioning sub-entities of the State of New York are not Subdivisions. For purposes of this Agreement, the term Subdivision does not include Special Districts. A list of New York Subdivisions will be agreed to prior to any Subdivision sign-on period.

ORD100

7

III. Monetary Relief and Payments

A. Remediation and Restitution Payments

1. Janssen shall pay into the Qualified Settlement Fund for purposes of remediation and restitution, the sum of $229,862,769.25 minus (1) any unearned incentive payments under subsection III.C below and (2) any moratorium adjustments under subsection III.D.1 below.

2. The payments to the Qualified Settlement Fund shall be divided into base and incentive payments as provided in subsections III.B and III.C and shown in the exemplar payment schedules below.

3. The exemplar payment schedules below do not account for deductions for unearned incentives or moratorium adjustments, which will be separately calculated for each payment.

B. Base Payments

1. Janssen will make base payments into the Qualified Settlement Fund totaling $98,493,957.74. The base payments will be paid in accordance with the payment schedules below, subject to potential acceleration and potential deductions as provided herein.

2. If the State of New York qualifies for Incentive A (described below), Janssen will accelerate the base payment schedule so that the State receives its Year 1-3 base payment allocation and full Year 1-3 Incentive A amount within 90 days of notice, on or after the Effective Date, of the Bar’s implementation. Year 4-9 payments are made annually and cannot be accelerated.

C. Incentive Payments

1. Janssen shall make incentive payments into the Qualified Settlement Fund potentially totaling up to $131,368,811.51, consisting of $119,875,673.05 for Incentive A (or, alternatively, up to $119, 875, 673.05 for combined Incentives B and C if Incentive A is not achieved) and $11,493,138.46 for Incentive D, if and to the extent the State of New York satisfies the requirements specified herein to receive such payments. The incentive payments will be paid in accordance with the payment schedules below, subject to potential acceleration and potential deductions as provided herein.

2. The State of New York may qualify to receive incentive payments in addition to base payments if, within three years after: (i) the effective date of the Global Settlement, or (ii) the date on which it is determined that there will not be a Global Settlement (either of which is the “Global Resolution Date”), it meets the incentive eligibility requirements specified below. The State may qualify for incentive payments in four ways. If it qualifies for “Incentive A,” it will become entitled to receive the maximum incentive payment allocable to the State. If the State does not qualify for

ORD100

8

Incentive A, it can alternatively qualify for “Incentive B” and/or “Incentive C.” The State can qualify for “Incentive D” regardless of whether it qualifies for another incentive payment.

3. Incentive A: Accelerated Incentive Payment for Full Participation.

a. The State shall receive an accelerated Incentive A payment allocable to the State for full participation.

b. The State can qualify for Incentive A by: (1) complete participation in the form of releases consistent with Section VII below from all Non-Litigating Subdivisions and Non-Litigating Covered Special Districts and all Litigating Subdivisions and Litigating Special Districts in the State; (2) a Bar; or (3) a combination of approaches in clauses (1)-(2) that achieves the same level of resolution of Subdivision and Special District claims (e.g., a law barring future litigation combined with full joinder by Litigating Subdivisions and Litigating Special Districts). For purposes of Incentive A, a Subdivision or Special District is considered a “Litigating Subdivision” or “Litigating Special District” if it has brought Released Claims against Released Entities on or before the Effective Date; all other Subdivisions and Special Districts are considered “Non-Litigating.”

c. Qualification for Incentive A entitles the State to expedited payment of base payments and incentive payments payable for Years 1-3, which Janssen shall pay into the Qualified Settlement Fund within 90 days after receiving notice from the Settlement Fund Administrator that a State has qualified for Incentive A, but no less than 90 days from the Effective Date. Base and incentive payments payable for Years 4-9 will not be expedited.

d. If the State qualifies for Incentive A after receiving an incentive payment under Incentives B or C, described below, the State’s payments under Incentive A will equal the remainder of its total Incentive A payments less any payments previously received under Incentives B or C. If the State receives all of its maximum incentive allocation under Incentive A, it shall not receive additional incentive payments.

4. Incentive B: Early Participation or Released Claims by Litigating Subdivisions and Litigating Special Districts.

a. If the State does not qualify for Incentive A, it may still qualify to receive up to 60% of its total potential Incentive A payment allocation under Incentive B.

b. The State can qualify for an Incentive B payment if Litigating Subdivisions and Litigating Special Districts representing at least 75% of the State’s litigating population are either Participating Subdivisions or have their claims resolved through Case-Specific Resolutions.

ORD100

9

(1) The litigating population is the sum of the population of all Litigating Subdivisions and Litigating Special Districts. The litigating population shall include all Litigating Subdivisions and Litigating Special Districts whose populations overlap in whole or in part with other Litigating Subdivisions and Litigating Special Districts, for instance in the case of a Litigating Special District, city, or township contained within a county.

c. The following time periods apply to Incentive B payments:

(1) Period 1: Zero to 210 days after the Effective Date.

(2) Period 2: 211 days to one year after the Effective Date.

(3) Period 3: One year and one day to two years after the Effective Date.

d. Within Period 1: If Litigating Subdivisions and Litigating Special Districts representing at least 75% of the State’s litigating population are Participating Subdivisions or have their claims resolved through Case-Specific Resolutions during Period 1, a sliding scale will determine the share of the funds available under Incentive B, with a maximum of 60% of the State’s total potential incentive payment allocation available. Under that sliding scale, if Litigating Subdivisions and Litigating Special Districts collectively representing 75% of the State’s litigating population become Participating Subdivisions or achieve Case-Specific Resolution status by the end of Period 1, the State will receive 50% of the total amount available to it under Incentive B. If more Litigating Subdivisions and Litigating Special Districts become Participating Subdivisions or achieve Case-Specific Resolution status, the State shall receive an increased percentage of the total amount available to it under Incentive B as shown in the table below.

Participation or Case-Specific Resolution Levels

(As percentage of litigating population)

Incentive B Award (As percentage of total

amount available to State under Incentive B)

75% 50% 76% 52% 77% 54% 78% 56% 79% 58% 80% 60% 85% 70% 90% 80% 95% 90%

100% 100%

ORD100

10

e. Within Period 2: If the State did not qualify for an Incentive B payment in Period 1, but Litigating Subdivisions and Litigating Special Districts collectively representing at least 75% of the State’s litigating population become Participating Subdivisions or achieve Case-Specific Resolution status by the end of Period 2, then the State qualifies for 75% of the Incentive B payment it would have qualified for in Period 1.

f. Within Period 3: If the State did not qualify for an Incentive B payment in Periods 1 or 2, but Litigating Subdivisions and Litigating Special Districts collectively representing at least 75% of the State’s litigating population become Participating Subdivisions or achieve Case-Specific Resolution status by the end of Period 3, then the State qualifies for 50% of the Incentive B payment it would have qualified for in Period 1.

g. If the State receives the Incentive B payment for Periods 1 and/or 2, it can receive additional payments if it secures participation from additional Litigating Subdivisions and Litigating Special Districts (or Case-Specific Resolutions of their claims) during Periods 2 and/or 3. Those additional payments would equal 75% (for additional participation or Case-Specific Resolutions during Period 2) and 50% (for additional participation or Case-Specific Resolutions during Period 3) of the amount by which the increased litigating population levels would have increased the State’s Incentive B payment if they had been achieved in Period 1.

h. If Litigating Subdivisions and Litigating Special Districts that have become Participating Subdivisions or achieved Case-Specific Resolution status collectively represent less than 75% of the State’s litigating population by the end of Period 3, the State shall not receive any Incentive B payment.

i. Incentives earned under Incentive B shall accrue after each of Periods 1, 2, and 3. After each period, the Settlement Fund Administrator shall conduct a look-back to assess if the State vested an Incentive B payment in the preceding period. Based on the look-back, the Settlement Fund Administrator will calculate the incentives accrued under Incentive B for the period.

5. Incentive C: Early Participation of Subdivisions

a. If the State does not qualify for Incentive A, it may still qualify to receive up to 40% of its total potential Incentive A allocation under Incentive C, which has two parts.

(1) Part 1: Under Incentive C, Part 1, the State can receive up to 75% of its Incentive C allocation. The State can qualify for a payment under Incentive C, Part 1 only if Primary Subdivisions (whether Litigating or Non-Litigating Subdivisions as of the Effective Date) representing at least 60% of the State’s Primary Subdivision population become Participating Subdivisions or achieve Case-Specific Resolution status.

ORD100

11

(2) The State’s Primary Subdivision population is the sum of the population of all Primary Subdivisions (whether Litigating or Non-Litigating Subdivisions as of the Effective Date) based on the 2019 U.S. Census estimate. Because Subdivisions include Subdivisions whose populations overlap in whole or in part with other Subdivisions, for instance in the case of a city or township contained within a county, the State’s Primary Subdivision population is greater than the State’s total population. (Special Districts are not relevant for purposes of Incentive C calculations.)

(3) A sliding scale will determine the share of the funds available under Incentive C, Part 1 assuming the State meets the minimum 60% threshold. Under that sliding scale, if the State secures participation or Case-Specific Resolutions from Primary Subdivisions representing 60% of its total Primary Subdivision population, it will receive 40% of the total amount potentially available to it under Incentive C, Part 1. If the State secures participation or Case-Specific Resolutions from Primary Subdivisions representing more than 60% of its Primary Subdivision population, the State shall be entitled to receive a higher percentage of the total amount potentially available to it under Incentive C, Part 1, on the scale shown in the table below.

Participation or Case-Specific Resolution Levels

(As percentage of total Primary Subdivision population)

Incentive C Award (As percentage of total

amount available to State under Incentive C, Part 1)

60% 40% 70% 45% 80% 50% 85% 55% 90% 60% 91% 65% 92% 70% 93% 80% 94% 90% 95% 100%

b. Part 2: If the State qualifies to receive an incentive under Incentive C, Part 1, the State can also qualify to receive an additional incentive amount equal to 25% of its total potential Incentive C allocation by securing 100% participation of the ten (10) largest Subdivisions by population in the State based on the 2019 U.S. Census estimate. (Special Districts are not relevant for purposes of this calculation.) If the State does not qualify for any amount under Incentive C, Part 1, it cannot qualify for Incentive C, Part 2.

ORD100

12

c. Incentives earned under Incentive C shall accrue on an annual basis up to three years after the Global Resolution Date. At one, two, and three years after the Global Resolution Date, the Settlement Fund Administrator will conduct a look-back to assess which Subdivisions had agreed to participate or had their claim resolved through a Case-Specific Resolution that year. Based on the look-back, the Settlement Fund Administrator will calculate the incentives accrued under Incentive C for the year. In New York, initial eligibility for Incentive C will be calculated using the responses to notices sent pursuant to the Global Settlement. If no such notices are sent or tallied, Incentive C will be calculated a year after the determination is made that they will not be sent or tallied. If, however, New York qualifies for Incentive C based on legislation, New York may claim Incentive C as soon as it is eligible.

6. Incentive D: Release of Payments if No Qualifying Special District Litigation.

a. $11,493,138.46 of the funds paid by Janssen under subsection III.A.1 shall be available for potential Incentive D payments according to the terms specified in this section.

b. If, within five years of the execution date of this Agreement, a Covered Special District files litigation against any Released Entity, Janssen shall, within thirty days of Janssen being served, provide notice of the litigation to the State, which shall file a motion to intervene in the litigation and use its best efforts to obtain either dismissal of the litigation in cooperation with Janssen, or a release consistent with Section VII of the Special District’s Claims.

c. The State shall receive its allocation of the Incentive D payment if, within five years after the Effective Date (the “look-back date”), no Covered Special District within the State has filed litigation which has survived a Threshold Motion and remains pending as of the look-back date, unless the dismissal after the litigation survived the Threshold Motion is conditioned or predicated upon payment by a Released Entity (apart from payments by Janssen incurred under the Agreement or injunctive relief obligations incurred by it).

d. Prior to the look-back date, a Released Entity shall not enter into a settlement with a Covered Special District unless the State consents to such a settlement or unreasonably withholds consent of such a settlement.

e. “Covered Special Districts” are school districts, healthcare/hospital districts, and fire districts, subject to the following population thresholds:

(1) For school districts, the K-12 student enrollment must be 25,000 or 0.10% of the State’s population, whichever is greater;

ORD100

13

(2) For fire districts, the district must cover a population of 0.20% of the State’s population. If not easily calculable from state data sources and agreed to between the State and Janssen, a fire district’s population is calculated by dividing the population of the county or counties a fire district serves by the number of fire districts in the county or counties.

(3) For healthcare/hospital districts, the district must have at least 125 hospital beds in one or more hospitals rendering services in that district.

B. Potential Payment Adjustments

1. Moratorium. If a Later Litigating Subdivision in the State with a population above 10,000 brings a lawsuit or other legal proceeding against Released Entities asserting Released Claims, Janssen shall, within thirty days of the lawsuit or other legal proceeding being served on Janssen, provide notice of the lawsuit or other legal proceeding to the State and provide the State an opportunity to intervene in the lawsuit or other legal proceeding. A Released Entity shall not enter into a settlement with a Later Litigating Subdivision unless the State consents to such a settlement or unreasonably withholds consent to such a settlement. If the Later Litigating Subdivision’s lawsuit or other legal proceeding survives a Threshold Motion before Janssen makes its last settlement payment to the State, Janssen will, from the date of the entry of the order denying the Threshold Motion and so long as the lawsuit or other legal proceeding is pending, be entitled to a moratorium suspending the following payments it would otherwise owe the State: (1) all remaining incentive payments; and (2) the last two scheduled base payments, if not already paid. Upon resolution of the lawsuit or other proceeding, Janssen will reimburse any payments withheld under the moratorium and resume any suspended payments; provided that, if the lawsuit or other proceeding results in a judgment against Janssen, Janssen may offset 75% of the amount of the judgment against any payments due to be resumed and/or reimbursed. Janssen will make any payment required to be reimbursed under this subsection as part of the next annual payment to the Qualified Settlement Fund after the resolution of the lawsuit or other proceeding.

2. Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If Janssen made a payment as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution, and that Bar, Settlement Class Resolution, or Case-Specific Resolution is then revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release or otherwise deprived of force or effect in any material respect (“a revocation event”), Janssen shall receive a dollar-for-dollar offset against its obligation to make remaining payments that would be apportioned to the State or Participating Subdivisions in it. This offset will be calculated as the dollar amount difference between (1) the total amount of Incentive Payments paid by Janssen during the time the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the revocation event was in effect, and (2) the total amount of incentive payments that would have been due from Janssen during that time without the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the

ORD100

14

revocation event being in effect. The amount of incentive payments that would have been due, referenced in (2) above, will be calculated based on considering any Subdivision that provides a release within 180 days after the revocation event as having been a Participating Subdivision (in addition to all other Participating Subdivisions) during the time that the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the revocation event was in effect. If a revocation event causes the State to no longer qualify for Incentive D, the State shall return to Janssen all payments made under Incentive D.

3. Notwithstanding anything to the contrary in subsections (1) and (2) above, if a Bar or Case-Specific Resolution is reinstated by the State, either through the same or different means as the initial Bar or Case-Specific Resolution, Janssen’s right to an offset is extinguished and any amounts withheld to offset amounts paid on account of the revoked, rescinded, reversed, or overruled Bar or Case-Specific Resolution shall be returned to the State, less and except any incentive payments that would have been paid during the period in which the Bar or Case-Specific Resolution was revoked, rescinded, reversed, or overruled.

4. Tier Calculations. The State of New York will be eligible for benefits associated with any tier implemented in the Global Settlement. If a moratorium is put into effect and it is later determined that the State would have been entitled to additional protection from the moratorium due to tier participation, any excess funds captured by the moratorium will be reimbursed. If the Global Settlement does not become effective by February 15, 2022, the State will be eligible for benefits associated with any tier negotiated in the Global Settlement, based on the number of initial participating states at the time of the Preliminary Agreement Date and if it meets the subdivision participation requirements for that tier on a statewide basis, provided that the parties negotiating the Global Settlement agreed on tier provisions prior to that settlement’s Preliminary Agreement Date and the provisions are distributed as part of the notice process.

IV. Intra-State Allocation

Janssen’s payments shall be allocated according to the Intrastate Term Sheet annexed hereto as Exhibit B and incorporated herein by reference.

V. Injunctive Relief

The Parties agree to the injunctive relief as specified in Exhibit C.

VI. Dismissal of Claims

Upon the execution of this Agreement, while awaiting formal approval of the Agreement by the Nassau and Suffolk County Legislatures, the Parties agree to stay or extend all deadlines and proceedings in the Actions as to Janssen and to jointly move for the claims against Janssen to be severed from the Actions. It is the Parties’ intent that all litigation activities in the Actions relating to the State’s and Nassau and Suffolk Counties’ claims against Janssen shall immediately cease as of the date of the execution of this Agreement and that the claims against Janssen not be included in

ORD100

15

the trial of the Actions against the other defendants that commenced with jury selection on June 8, 2021. Concurrently with the execution of this Agreement, Janssen and Nassau and Suffolk Counties will execute a Stipulation of Discontinuance with Prejudice, in the form annexed hereto as Exhibit D. The Parties will hold Nassau and Suffolk Counties’ Stipulation of Discontinuance with Prejudice in escrow until the Counties’ Legislatures approve the Agreement or a resolution is passed satisfying the approval process of the Agreement. Once approval is given, Nassau and Suffolk Counties and/or Janssen shall promptly submit the executed Stipulation of Discontinuance with Prejudice to the Court with a request that it be so ordered. In the event the Counties’ Legislatures fail to approve the Agreement or the Court declines to so order the discontinuance of the Actions with prejudice as against Janssen, Janssen shall be entitled to terminate the Agreement and shall be excused from all obligations under it. Concurrently with the execution of this Agreement, Janssen and the State will execute a separate Stipulation of Discontinuance with Prejudice covering the State’s claims against Janssen. The State’s Stipulation of Discontinuance with Prejudice will be held in escrow until the Effective Date and shall be submitted to the Court with a request that it be so ordered concurrently with the entry of the Consent Judgment implementing this Agreement.

VII. Release

A. Scope. As of the Effective Date, the Released Entities will be released and forever discharged from all of the Releasors’ Released Claims. The State of New York (for itself and its Releasors) and each Participating Subdivision (for itself and its Releasors) will, on or before the Effective date, absolutely, unconditionally, and irrevocably covenant not to bring, file, or claim, or to cause, assist in bringing, 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 are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the State of New York, its Attorney General, and each Releasor to release claims. The Release shall be a complete bar to any Released Claim.

B. Indemnification and Contribution Prohibited. No Released Entity shall seek to recover any portion of any payment made under this Agreement from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner based on indemnification, contribution, or any other theory.

C. General Release. In connection with the releases provided for in the Agreement, the State of New York (for itself and its Releasors) and each Participating Subdivision (for itself and its Releasors) will expressly waive, release, and forever discharge 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

ORD100

16

him or her, would have materially affected his or her settlement with the debtor or released party.

A Releasor may thereafter 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 (for itself and its Releasors) and each Participating Subdivision (for itself and its Releasors) will expressly waive and fully, finally, and forever settle, release and discharge, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the State’s decision to enter into the Agreement or the Participating Subdivisions’ decision to participate in the Agreement.

D. Cooperation. Releasors (i) will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (ii) will reasonably cooperate with and not oppose any effort by a Released Entity to secure the prompt dismissal of any and all Released Claims. The State shall use its best efforts to secure releases consistent with this Section from all Litigating or Later Litigating Subdivisions and Special Districts.

E. Representation and Warranty. The signatories of this Agreement on behalf of the State of New York and its Participating Subdivisions expressly represent and warrant that they will, on or before the Effective Date, have (or have obtained) the authority to settle and release, to the maximum extent of the state’s power, all Released Claims of (1) the State of New York, (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, (3) any of the State of New York’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation of a pharmaceutical distribution license;1 and (4) any Participating Subdivisions. For the purposes of clause (3) above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the State’s Governor. Also, for the purposes of clause (3), a release from the State’s Governor is sufficient to demonstrate that the appropriate releases have been obtained.

F. Non-Party Settlement. To the extent that, on or after the Effective Date, 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 Released Entity) it may have against any entity that is not a Released Entity (a “non-Released Entity”) that is, as of the Effective Date, a defendant in the MDL and provides a release to such non-Released Entity (a “Non-Party Settlement”), including in any bankruptcy proceeding or through any plan of reorganization, the Releasor will include, unless prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from Janssen in subsection VII.B, or a release from such non-Released Entity

1 In New York, the department and agency that have the duties and powers in subclauses (2) and (3) are the Department of Health and the Department of Financial Services.

ORD100

17

in favor of the Released Entities (in a form equivalent to the releases contained herein) of any Claim-Over as defined in subsection VII.G under which any Released Entity may be liable to pay any part of such Non-Party Settlement, compensate the Non-Released Entity for any part of such Non-Party Settlement, or otherwise be liable to such non-Released Entity. The sole remedy for a Releasor’s failure to include such a provision in a Non-Party Settlement shall be the application of subsection VII.G below.

G. Claim Over. In the event that any Releasor has not obtained, or is unable to obtain, a prohibition on contribution or indemnity as set forth in subsection VII.F in a settlement with a non-Released Entity of a Claim involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity), or if a Releasor obtains a judgment against a non-Released-Entity with respect to a Claim involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity), or if a Releasor files against a non-Released Entity a Claim in bankruptcy involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity):

1. The State of New York (for itself and its Releasors) and each Participating Subdivision (for itself and its Releasors) agrees that, if a Releasor asserts a Claim involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity) against any non-Released Entity and such non-Released Entity in turn successfully asserts a Claim against a Released Entity relating to the same on the basis of contribution, indemnity, or other claim-over on any theory (a “Claim-Over”), except as provided in paragraph (2), the Releasor shall reduce its Claim and any judgment or settlement it may obtain against such non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law and to fully hold the Released Entity harmless from such Claim-Over. For purposes of this provision, successful assertion of a Claim means either (i) a final monetary judgment; provided that the State of New York Attorney General had notice of and opportunity to intervene in the proceeding giving rise to such judgment or (ii) a settlement; provided that the Released Entity sought the State of New York Attorney General’s consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement against the Released Entity resolve claims that are not Claim-Over claims, the reduction of the Claim and judgment or settlement shall be for the Claim-Over portion only, which shall be distinguishable in the judgment or settlement.

2. To the extent that the Claim-Over is based on a contractual indemnity, the obligation under paragraph 1 shall extend solely to a Claim involving Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity) against a distributor that distributed the Products, a pharmacy, clinic, hospital or other purchaser, or dispenser of Products, a manufacturer that sold Products, or a pharmacy benefit manager or other third-party payor.

3. Each Releasor, with respect to any proceeding to which it is a party, shall not unreasonably withhold consent to and (if it is a party in the proceeding) shall join in any motion by any of the Released Entities to dismiss any Claim-Over on the grounds

ORD100

18

that this Agreement moots or otherwise extinguishes any such Claim-Over. In the foregoing circumstance, in which a non-Released Entity asserts a Claim against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory, the Released Entity will take reasonable and necessary steps to defend against the Claim and will consent to the intervention of any Releasor seeking to defend against such Claim.

4. Janssen shall notify the State of New York Attorney General, to the extent permitted by applicable law, in the event that any non-Released Entity, of the type specified in paragraph 2, asserts a contractual indemnity arising out of a Claim involving Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity).

H. Effectiveness. The releases set forth in the Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors. Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Qualified Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Qualified Settlement Fund or any portion thereof.

I. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, the Agreement does not waive, release or limit any criminal liability, Claims for any outstanding liability under any tax or securities law, Claims against parties who are not Released Entities, Claims by private individuals and any claims arising under the Agreement for enforcement of the Agreement.

VIII. Participation by Subdivisions

A. Requirements for Becoming a Participating Subdivision: Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision in the State may become a Participating Subdivision by either executing an Election and Release Form and upon prompt dismissal of its legal action or by having its claims extinguished by operation or law or released by the Department of Law (New York State Attorney General’s Office).

B. Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision by the Initial Participation Date.

C. Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision after the Initial Participation Date and agreeing to be subject to the terms of the agreement reached by the State with Initial Participating Subdivisions. A Later Participating Subdivision shall not receive any share of any base or incentive payments paid to the Qualified Settlement Fund that were due before it became a Participating Subdivision.

ORD100

19

D. Notice. In conjunction and accordance with the notice process anticipated in the Global Settlement, the Office of the New York State Attorney General shall send individual notice to all Subdivisions in the State of New York eligible to participate in the settlement and the requirements for participation. Such notice may include publication and other standard forms of notification. Nothing contained herein shall preclude the State from providing further notice to or from contacting any of its Subdivision(s) about becoming a Participating Subdivision.

E. Requirements for Becoming a Participating Subdivision: Non-Litigating Subdivisions. A Non-Litigating Subdivision may become a Participating Subdivision by either executing an Election and Release Form specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, and (3) that the Subdivision submits to the jurisdiction of the court where the Consent Judgment is filed for purposes limited to that court’s role under the Agreement or by having their claims extinguished by operation or law or release by the Department of Law (New York State Attorney General’s Office).

F. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any base or incentive payments paid to the Qualified Settlement Fund and the State may choose that its Non-Participating Subdivisions are ineligible for benefits from the fund.

H. Representation With Respect to Participation Rate. The State of New York represents and warrants for itself that it has a good faith belief that virtually all of New York’s Litigating Subdivisions that are represented by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC will become Participating Subdivisions. The State acknowledges the materiality of the foregoing representation and warranty. Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC, in good faith, believe this is a fair Settlement. Therefore, both law firms will, in their best efforts, recommend this Settlement to their subdivision clients within New York. A list of Subdivisions and Special Districts represented by Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC in litigation concerning Covered Conduct by Janssen is annexed hereto as Exhibit E.

J. Within 5 days of entry of the Notice of Dismissal per subsection VI, the Parties will seek to have entered the Case Management Order annexed hereto as Exhibit F. And, further, Janssen will participate in making motions to dismiss barred claims upon their release.

IX. Attorney Fee and Cost Payments

A. No later than 15 days after the Court so orders the Stipulation of Discontinuance with Prejudice entered between Janssen and Nassau and Suffolk Counties per Section VI, Janssen shall pay:

1. $8,800,000.00 for Napoli Shkolnik PLLC’s and Simmons Hanly Conroy LLC’s attorney fees associated with their representation of Nassau and Suffolk Counties which shall be divided according to the allocation percentage of Nassau and Suffolk Counties as set forth in the Intrastate Allocation Agreement annexed hereto as

ORD100

20

Exhibit B. The firms have provided their wire information to Janssen for that purpose. In consideration for this payment, Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC shall waive their contingency fee contracts with Nassau and Suffolk Counties, respectively. In consideration for this, Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC agree that they will seek reimbursement for attorney fees for other New York State clients from either the Global Settlement Contingency Fee Fund, if effective, or the New York State equivalent, if not, and will not otherwise seek to enforce their contingency fee contracts.

2. $2,000,000.00 in costs and expenses associated with Napoli Shkolnik PLLC’s and Simmons Hanly Conroy LLC’s representation of Nassau and Suffolk Counties, provided the costs and expenses are documented according to the requirements as negotiated under the Global Settlement. The costs and expenses referred to in this paragraph are to be divided evenly between Napoli Shkolnik PLLC and Simmons Hanly Conroy LLC.

3. $2,750,000.00 to be allocated to the State of New York towards the State’s fees and expenses.

B. If the Global Settlement becomes effective by February 15, 2022:

1. Nassau and Suffolk Counties will be treated as “non-participating” subdivisions for purposes of determining eligibility for the Contingency Fee Fund defined in that agreement, and the amount those counties’ counsel would have received through the Contingency Fee Fund shall be rebated to Janssen. The counties’ counsel will still be eligible to apply for fees from the Common Benefit Fund established in the MDL, if they are eligible.

2. The $2,000,000.00 in costs and expenses paid per herein shall be offset against costs and expenses allocated to Subdivisions under the terms of the Global Settlement.

3. The $2,750,000.00 to be allocated to the State of New York towards the State’s fees and expenses under subsection IX.A will be offset against Janssen’s share of the State’s inside counsel fee payable under the Global Settlement.

C. If the Global Settlement is not effective by February 15, 2022, Janssen shall pay into the Qualified Settlement Fund the following amounts:

1. A minimum of $2,040,550.30 to be allocated to the State of New York for inside counsel attorney fees in addition to the $2,750,000.00 paid per subsection IX.A.3 above. The amount in this paragraph represents the State’s share of the inside-counsel fees referenced in the proposed Global Settlement based on a maximum state participation rate and without reimbursement for certain expenses. The final amount may be more than stated here if so determined in the context of the Global Settlement.

2. $16,584,615.40, less a partial credit calculated as described below for the Nassau and Suffolk fee payment paid per subsection IX.A.1, to be available to pay any required

ORD100

21

assessment to the MDL Common Benefit Fund and to reimburse Participating Subdivision attorney fees, upon application by eligible counsel who waive their contingency fees. The credit will be based on Nassau and Suffolk Counties’ percentage of New York’s share of the Contingency Fee Fund contemplated in the Global Settlement. If no such fund is created, the amount will be $888,686.62 which represents 15.31% (Nassau’s and Suffolk Counties’ share of the State’s allocation) of 5.39% (the State’s share of the national allocation) of 35% (the anticipated percentage of the national fee fund that will be allocated to the Contingency Fee Fund) of Janssen’s share of the national private attorney fee bucket ($307,692,308). The Parties will develop a mechanism for allocating those funds among eligible firms.

3. $813,646.29 in costs and expenses for New York State, these costs must be documented in the manner contemplated by subsection IX.A.2. The Parties will develop a mechanism for processing requests for reimbursement for such costs and expenses.

4. $725,576.90 to be available for reimbursement of litigation costs incurred by Participating Subdivisions. The Parties will develop a mechanism for allocating those funds among eligible firms.

D. The attorney fee and cost payments specified in Section IX shall be made on the Payment Schedule in Section X.

X. Payment Schedule

A. In the event that Senate Bill S7194 becomes law, Janssen’s payment schedule will be accelerated as follows: 90 days following the Effective Date (anticipated to be in November or December 2021), Janssen will make a combined payment for Base Payment 1 and Base Payment 2 as reflected in the Scenario 1 schedule below; otherwise, Janssen will make its payments in accordance with the Scenario 2 schedule below. Payments shall be made on the 15th day of each month specified in the applicable payment schedule unless otherwise provided in this Agreement.

Scenario #1: Senate Bill S7194 becomes law

Payment No/Date

Atty Fee2 Costs2 Base Incentives B+C (max)3

Incentive D Total

0/ Jul 2021 $11,550,000.00 $2,000,000.00 $13,550,000.00 1/ ED+90 $4,585,663.08 $397,957.17 $47,691,376.65 $52,674,996.90 2/ Jan 23 $4,585,663.03 $397,957.16 $29,948,771.50 $34,932,391.69

2 Attorney fees and costs paid assuming no global resolution. 3 If the State achieves Incentive A, a portion of the base and incentive payments will be accelerated pursuant to Section III.B.2 above.

ORD100

22

3/ Jan 24 $2,141,288.24 $185,827.22 $13,147,460.60 $31,248,307.00 $46,722,883.06 4/ Jan 25 $2,141,288.24 $185,827.22 $13,309,183.40 $36,051,532.50 $51,687,831.36 5/ Jan 26 $2,141,288.24 $185,827.22 $5,360,940.65 $3,087,795.00 $10,775,851.11 6/ Jan 27 $2,141,288.25 $185,827.20 $3,198,407.20 $3,087,795.00 $2,298,627.69 $10,911,945.34 7/ Jan 28 $3,198,407.15 $3,087,795.00 $2,298,627.69 $8,584,829.84 8/ Jan 29 $4,196,060.65 $4,454,559.00 $2,298,627.69 $10,949,247.34 9/ Jan 30 $4,196,060.75 $4,454,559.00 $2,298,627.69 $10,949,247.44 10/ Jan 31 $4,196,060.69 $4,454,559.05 $2,298,627.70 $10,949,247.44 Total $29,286,479.08 $3,539,223.19 $98,493,957.74 $119,875,673.05 $11,493,138.46 $262,688,471.52

Scenario #2: Senate Bill S7194 does not become law

Payment No/Date

Atty Fee2 Costs2 Base Incentives B+C (max)4

Incentive D Total

0/ Jul 2021 $11,550,000.00 $2,000,000.00 $13,550,000.00 1/ ED+90 $4,585,663.08 $397,957.17 $14,308,757.05 $19,292,377.30 2/ Jan 23 $4,585,663.03 $397,957.16 $33,382,619.60 $29,948,771.50 $68,315,011.29 3/ Jan 24 $2,141,288.24 $185,827.22 $13,147,460.60 $31,248,307.00 $46,722,883.06 4/ Jan 25 $2,141,288.24 $185,827.22 $13,309,183.40 $36,051,532.50 $51,687,831.36 5/ Jan 26 $2,141,288.24 $185,827.22 $5,360,940.65 $3,087,795.00 $10,775,851.11 6/ Jan 27 $2,141,288.25 $185,827.20 $3,198,407.20 $3,087,795.00 $2,298,627.69 $10,911,945.34 7/ Jan 28 $3,198,407.15 $3,087,795.00 $2,298,627.69 $8,584,829.84 8/ Jan 29 $4,196,060.65 $4,454,559.00 $2,298,627.69 $10,949,247.34 9/ Jan 30 $4,196,060.75 $4,454,559.00 $2,298,627.69 $10,949,247.44 10/ Jan 31 $4,196,060.69 $4,454,559.05 $2,298,627.70 $10,949,247.44

Total $29,286,479.08 $3,539,223.19 $98,493,957.74 $119,875,673.05 $11,493,138.46 $262,688,471.52

B. If the Global Settlement becomes effective before February 15, 2022, all payments due after that date will be made to the funds established in the Global Settlement, and the above payment schedules will be adjusted to meet the Global Settlement schedule, provided that adjustment results in no more than a two-month delay in payment.

XI. Enforcement and Dispute Resolution

A. The terms of the Agreement and Consent Judgment applicable to the State will be enforceable solely by the State and Janssen. Participating Subdivisions shall not have enforcement rights against Janssen with respect to the Agreement or Consent Judgment except as to payments that would be allocated to the Qualified Settlement Fund for subdivision use; provided, however, that the State shall establish a process for Participating Subdivisions to notify it of any perceived violations of the Agreement or Consent Judgment.

4 If the State achieves Incentive A, a portion of the base and incentive payments will be accelerated pursuant to Section III.B.2 above.

ORD100

23

B. Janssen consents to the jurisdiction of the court in which the Consent Judgment is filed, limited to resolution of disputes identified in subsection XI.D for resolution in the court in which the Consent Judgment is filed.

C. The parties to a dispute shall promptly meet and confer in good faith to resolve any dispute. If the parties cannot resolve the dispute informally, and unless otherwise agreed in writing, they shall follow the remaining provisions of this section to resolve the dispute.

D. Disputes not resolved informally shall be resolved in the Court that entered the Consent Judgment.

XII. Most-Favored Nation

If, after execution of this Agreement, there is a collective resolution—through settlement, bankruptcy, or other mechanism—of substantially all Claims against Janssen via the Global Settlement under which New York State or Nassau or Suffolk Counties would have received a greater monetary amount than the sum of the amounts provided in this Agreement, Janssen shall remit to New York State or Nassau or Suffolk Counties the difference between the sums of the amounts provided in this Agreement and the monetary amount that New York State or Nassau or Suffolk Counties would have received if they had been participants in the Global Settlement according to the payment schedule in the Global Settlement. If Janssen enters a standalone settlement within four months of the date of this agreement with Santa Clara County, the County of Los Angeles, the City of Oakland, and Orange County, and that settlement would cause Janssen to pay more than the maximum abatement money those jurisdictions could receive under the proposed Global Settlement and California’s intrastate allocation formula, Janssen will increase payments to Nassau and Suffolk Counties by the same percentage amount over their allocation in the New York intrastate allocation agreement.

XIII. Miscellaneous

A. Statement on Restitution and Cooperation

1. The Parties agree that, unless required by law, no less than 91% of the total maximum amount paid into the Qualified Settlement Fund, which assumes full joinder and attaining of all incentive payments, shall be directed to remediation and for restitution of harms allegedly caused by Janssen’s conduct, and no more than 9% of that maximum amount shall be directed to payment of attorney fees. This assumes “fees” paid to the New York State Office of the Attorney General may be paid to remediation and restitution.

2. The Parties agree that the purpose of the Qualified Settlement Fund, other than the amounts directed to payment of attorney fees and litigation costs, will be to receive from Janssen and pay over to the State and Participating Subdivisions monies to remediate the harms allegedly caused by Janssen’s conduct or to provide restitution for such alleged harms that were previously incurred. The payments received by the Settlement Fund, other than the amounts directed to attorney fees and costs, shall be disbursed to the State and Participating Subdivisions, which were allegedly harmed

ORD100

24

by Janssen in a manner consistent with their above-stated remedial and/or restitutive purpose. No amount paid to the Fund or paid over to any requesting entity constitutes a fine or penalty.

3. The State and each Participating Subdivision shall, prior to receipt of any direct payments from the Settlement Fund, provide the Settlement Fund Administrator with a written statement certifying that: (1) the entity suffered harm allegedly caused by Janssen; (2) the payments to be received by the entity from Janssen represent an amount that is less than or equal to the actual monetary damage allegedly caused by Janssen; and (3) the entity shall use such payments for the sole purpose of remediating the harm allegedly caused by Janssen or to provide restitution for such alleged harms that were previously incurred.

4. The Settlement Fund Administrator shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the order entering the Consent Judgment becomes binding. On the Form 1098-F, the Settlement Fund Administrator or requesting entity, as applicable, shall identify such payments from Janssen as remediation/restitution amounts. The Settlement Fund Administrator or State, as applicable, shall also, on or before January 31 of the year following the calendar year in which the order entering the Consent Judgment becomes binding, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to Janssen.

B. Nothing in this Agreement shall be construed to authorize or require any action by Janssen in violation of applicable federal, state, or other laws.

C. Modification. This Agreement may be modified by a written agreement of the Parties or, in the case of the Consent Judgment, by court proceedings resulting in a modified judgment of the Court. For purposes of modifying this Agreement or the Consent Judgment, Janssen may contact the New York Attorney General and Counsel for Nassau and Suffolk Counties for purposes of coordinating this process.

D. Any failure by any party to this Agreement 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 Judgment.

E. Entire Agreement. This Agreement represents the full and complete terms of the settlement entered into by the Parties hereto, except as provided herein. In any action undertaken by the Parties, no prior versions of this Agreement and no prior versions of any of its terms may be introduced for any purpose whatsoever.

F. 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.

G. Notice. All notices under this Agreement shall be provided to the following via email and

ORD100

25

Overnight Mail:

Defendant: Copy to Janssen’s attorneys at: Charles C. Lifland Daniel R. Suvor 400 South Hope Street, 18th Floor Los Angeles, CA 90071 Phone: (213) 430-6000 [email protected] [email protected] For the Attorney General: Noah Popp Assistant Attorney General Office of the Attorney General of the State of New York 28 Liberty Street, New York, New York, 10005 [email protected] For Plaintiff Nassau County: Salvatore C. Badala Napoli Shkolnik PLLC 400 Broadhollow Road Melville, NY 11747 Phone: (212) 397-1000 [email protected] For Plaintiff Suffolk County: Jayne Conroy Simmons Hanly Conroy LLC 112 Madison Ave 7th Floor New York, NY 10016 Phone: (212) 257-8482 [email protected]

ORD100

ORD100

26

Approved: Dated: __________ JOHNSON & JOHNSON, JANSSEN

PHARMACEUTICALS, INC., ORTHO-MCNEIL-JANSSEN PHARMACEUTICALS, INC. N/K/A JANSSEN PHARMACEUTICALS, INC., AND JANSSEN PHARMACEUTICA INC. N/K/A JANSSEN PHARMACEUTICALS, INC.

By: __________________________________ Marc Larkins Assistant Corporate Secretary Johnson & Johnson Dated: __________ THE PEOPLE OF THE STATE OF NEW YORK By: _______________________________ Jennifer Levy First Deputy Attorney General

Office of the New York State Attorney General

Dated: __________ THE COUNTY OF SUFFOLK, NEW YORK By: _______________________________ Signature _______________________________ Printed Name _______________________________ Title Dated: __________ SIMMONS HANLY CONROY LLC By: _______________________________ Signature _______________________________ Printed Name

6/25/21

ORD100

ORD100

Approved:

Dated:

Dated

Dated:

Dated

By

JOHNSON & JOHNSON, JANSSENPHARMACEUTICALS, INC., ORTHO.MCNEIL-JANSSEN PHARMACEUTICALS, INC. N/K/AJANSSEN PHARMACEUTICALS, INC., ANDJANSSEN PHARMACEUTICA INC. N/K/AJANSSEN PHARMACEUTICALS, INC.

By:Marc LarkinsAssistant Corporate SecretaryJohnson & Johnson

THE PEOPLE OF THE STATE OF NEW YORK

Jennifer LevyFirst Deputy Attorney GeneralOffice of the New York State AttorneyGeneral

THE COUNTY OF SUFFOLK, NEW YORK

By:Signature

Printed Name

Title

SIMMONS HANLY CONROY LLC

By:S

TAYN€ UN

{,uu)

26

Printed Namet4o

ORD100

27

Attorneys for the County of Suffolk, New York Dated: __________ THE COUNTY OF NASSAU, NEW YORK By: _______________________________ Signature _______________________________ Printed Name _______________________________ Title Dated: __________ NAPOLI SHKOLNIK PLLC By: _______________________________ Signature _______________________________ Printed Name Attorneys for the County of Nassau, New York

June 25, 2021

John B. Chiara

Acting County Attorney

ORD100

Attorneys for the County of Suffol( New York

THE COLINTY OF NASSAU, NEW YORKDated:

Datedt" /a/ ar

By:Signature

Printed Name

Title

NAPOLI SHKOLNIK

J a"\vdort- $cd"\lPrinted Name

Attorneys for the County of Nassau, New York

By:

27

ORD100

28

Exhibit A

ORD100

29

NEW YORK SUBDIVISION ELECTION AND RELEASE FORM This Election and Release Form for New York Participating Subdivisions resolves opioid-

related Claims against Janssen under the terms and conditions set forth in the Janssen New York

State-Wide Opioid Settlement Agreement between Janssen, the State of New York, and the

Counties of Nassau and Suffolk (the “Agreement”), the provisions of which are here incorporated

by reference in their entirety. Upon executing this Election and Release Form, a Participating

Subdivision agrees that, in exchange for the consideration described in the Agreement, the

Participating Subdivision is bound by all the terms and conditions of the Agreement, including but

not limited to the Release found in Section VII of the Agreement and the provisions concerning

participation by Subdivisions in Section VIII, and the Participating Subdivision and its signatories

expressly represent and warrant on behalf of themselves that they have, or will have obtained on or

before the Effective Date or on or before the execution of this Election and Release Form if

executed after the Effective Date, the authority to settle and release, to the maximum extent of the

Subdivision’s power, all Released Claims related to Covered Conduct. If this Election and Release

Form is executed on or before the Initial Participation Date, the Participating Subdivision shall

dismiss Janssen and all other Released Entities with prejudice from all pending cases in which the

Participating Subdivision has asserted Covered Claims against Janssen or a Released Entity no later

than the Initial Participation Date. If this Election and Release Form is executed after the Initial

Participation Date, the Participating Subdivision shall dismiss Janssen and all other Released

Entities with prejudice from all pending cases in which the Participating Subdivision has asserted

Covered Claims against Janssen or a Released Entity concurrently with the execution of this form.

By executing this Election and Release Form, the Participating Subdivision submits to the

ORD100

30

jurisdiction of the Court where the Consent Judgment is filed for purposes limited to that Court’s

role under the Agreement.

Dated: _________________

[NY SUBDIVISION] By: __________________________________ [COUNSEL] [FIRM] [ADDRESS] [TELEPHONE] [EMAIL ADDRESS]

Counsel for [NY SUBDIVISION]

ORD100

31

Exhibit B

ORD100

32

NEW YORK OPIOID SETTLEMENT SHARING AGREEMENT

This Agreement sets forth the terms and conditions governing the sharing and allocation of funds between and among the State of New York and the New York Subdivisions (as defined below) received from Statewide Opioid Settlement Agreements (as defined below) with the Opioid Supply Chain Participants (as defined below).

Whereas, the people of the State of New York and its communities have been harmed by misfeasance, nonfeasance, and malfeasance committed by certain entities within the opioid supply chain; and

Whereas, the State of New York and certain New York Subdivisions are engaged in litigation seeking to hold Opioid Supply Chain Participants accountable for the damage caused by their misfeasance, nonfeasance, and malfeasance; and

Whereas, the State of New York and the New York Subdivisions share a common desire to

abate and alleviate the impacts of the misfeasance, nonfeasance, and malfeasance of the Opioid Supply Chain Participants throughout the State of New York;

Now therefore, the State of New York and the New York Subdivisions enter into this

Agreement relating to the allocation, distribution, and use of the proceeds of Settlements (as defined below). I. DEFINITIONS

A. “Approved Uses” means any opioid or substance use disorder related projects or programs that fall within the list of uses in Schedule C.

B. “Lead State Agency” means the New York State Office of Addiction Services and Supports.

As provided for in Section V, The Lead State Agency will coordinate with the New York Department of Health, the New York Office of Mental Health, and the New York Division of Housing and Community Renewal, as well as other agencies, to expend and oversee funds from the Opioid Settlement Fund.

C. The “Advisory Board” means the advisory board created and described by Section V under the Lead State Agency.

D. “Direct Share Subdivision” means every county of the State of New York other than the County of Nassau, the County of Suffolk, and the City of New York.

E. “New York Subdivisions” means each county, city, town, village or special district in New York.

F. “Opioid Settlement Funds” shall mean monetary amounts obtained through a Statewide Opioid Settlement Agreement as defined in this Agreement.

ORD100

33

G. “Opioid Supply Chain Participant” shall mean any entity or person that engages in or has

engaged in the manufacture, marketing, promotion, distribution, or dispensing of an opioid analgesic, including their officers, directors, employees, or agents, acting in their capacity as such.

H. “Parties” means the State of New York and the New York Subdivisions who execute this agreement.

I. “Statewide Opioid Settlement Agreements” shall mean settlement agreements jointly entered into by the State of New York and New York Subdivisions with any Opioid Supply Chain Participant.

J. “Opioid Settlement Fund” means the fund created by Section IV, which will be used or distributed in accordance with Section IV and this Agreement.

II. GENERAL FINANCIAL AND STRUCTURE TERMS

A. Scope of Agreement. This Agreement applies to all Statewide Opioid Settlement Agreements entered into with an Opioid Supply Chain Participant on or after June 1, 2021.

B. Allocation and Distribution of Funds for Restitution and Abatement. Opioid Settlement Funds from each Settlement shall be allocated and distributed as follows:

1. 17.5% to the State of New York, unless not in accordance with state. The Office of the

Attorney General shall have the discretion to allocate a portion of these funds to local governments not listed in the annexed allocation chart.

2. 16.39% to the Lead State Agency to be placed in the Opioid Settlement Fund for Regional Spending on Approved Uses. In combination, the amount of Regional Spending of the Opioid Settlement Fund committed to cities other than New York City with a 2020 population of more than 90,000 shall not be less than 1.89% of the total Opioid Settlement Funds.

3. 20% to the Lead State Agency to be placed in the Opioid Settlement Fund for Discretionary Spending on Approved Uses and for Administration of the Opioid Settlement Fund.

4. 5.4% to the Direct Share Subdivisions as “Direct Unrestricted Funds.” 5. 5.4% to the Direct Share Subdivisions for spending on Approved Uses (“Direct

Restricted Funds”).

6. 6.68% to the County of Nassau for spending on Approved Uses.

ORD100

34

7. 8.63% to the County of Suffolk for spending on Approved Uses.

8. 20% to the City of New York for spending on Approved Uses.

C. Redistribution in Certain Situations. In the event a New York Subdivision merges, dissolves, or ceases to exist, the allocation percentage for that New York Subdivision shall be redistributed equitably based on the composition of the successor New York Subdivision. If a New York Subdivision for any reason is excluded from a specific Settlement, including because it does not execute a release as required by Section III.A, the allocation percentage for that New York Subdivision pursuant to Sections II.B.4 and 5 shall be redistributed equitably among the participating New York Subdivisions.

D. Direct Payment of Certain Funds. All Opioid Settlement Funds allocated to the Direct Share Subdivisions, the Counties of Nassau and Suffolk, and the City of New York pursuant to Sections II.B.4, 5, 6, 7 and 8 shall be paid directly and as promptly as reasonably practicable by the Opioid Supply Change Participant or settlement fund administrator(s) to the Direct Share Subdivisions, the Counties of Nassau and Suffolk, and the City of New York.

E. Attorneys’ Fees and Expenses. Unless state law or the applicable Statewide Opioid Settlement Agreement provides otherwise, Attorneys’ fees and expenses will be determined and paid according to each Direct Share Subdivision’s and New York Subdivision’s contracts with its respective counsel. This does not prevent counsel for New York subdivisions to agree to recover solely from: (1) the common benefit and contingency fee funds if established pursuant to settlements with Opioid Supply Chain Participants; or (2) payment of attorneys’ fees and costs directly from Opioid Supply Chain Participants.

III. THE DIRECT SHARE SUBDIVISION AND CITY OF NEW YORK FUNDS

Distribution of the Direct Share Subdivision Funds. The Direct Unrestricted Funds and the Direct Restricted Funds shall be paid to the Direct Share Subdivisions that execute a release for a given Statewide Opioid Settlement Agreement, pursuant to Section II.B.4 and 5, and will be fully distributed among them pursuant to the allocation set forth in Schedule A to this Agreement. Certification of Spending on Approved Uses. Each year, the Direct Share Subdivisions, the City of New York and the Counties of Nassau and Suffolk shall certify to the Lead State Agency and the Advisory Board that all funds distributed to them pursuant to Sections II.B.5, 6, 7 and 8 of this Agreement, which were spent during the preceding year, were spent on projects and programs that constitute Approved Uses. These certifications shall be made by August 1 of each year following the year in which such funds were spent and shall be accompanied by a detailed accounting of the spending of such funds as well as analysis and evaluation of the projects and programs they have funded.

ORD100

35

IV. THE OPIOID SETTLEMENT FUND

A. Establishment of the Opioid Settlement Fund. 1. Each year the Lead State Agency will allocate approximately 45% of the Opioid

Settlement Fund (16.39% of the total Opioid Settlement Funds) for Approved Uses in the various regions and large cities of New York State, except New York City and the Counties of Nassau and Suffolk, pursuant to a commitment to spend in each such region and each city other than New York City with a population of more than 90,000 the corresponding percentages shown in Schedule B. Of this amount, at least 1.89% of the total Opioid Settlement Funds received by New York shall be set aside for cities other than New York City with a population of more than 90,000. Each New York Subdivision other than New York City and the Counties of Nassau and Suffolk may apply for and receive funds from the Opioid Settlement Fund, provided however, that each such Subdivision shall, as a condition to the receipt of these funds, certify at the end of each fiscal year during which it receives such funds that all funds provided to it under this provision of the Agreement were spent on projects and programs that constitute Approved Uses and provided that it complies with the reporting requirements set forth in Section IV.E.

2. Each year the Lead State Agency will set aside approximately 55% of the Opioid Settlement Fund (20% of the total Opioid Settlement Funds) for spending by the Lead State Agency to (a) fund State projects that constitute Approved Uses, and (b) carry out the duties of the Lead State Agency and Advisory Board under this Agreement, including oversight and administration of the Opioid Settlement Fund and the Advisory Board. No more than 5% of the total Opioid Settlement Fund may be used in any fiscal year for oversight and administrative costs of the Opioid Settlement Fund and the Advisory Board.

B. Approved Uses. The Approved Uses are set forth in Schedule C below. The Advisory

Board may recommend to the Legislature adding or removing Approved Uses in response to changing substance use disorder needs in the state. The Advisory Board may not recommend that Approved Uses be removed from the list of Approved Uses without the vote of three-fourths of the present members of the Advisory Board.

D. Oversight and Auditing. The Lead State Agency will engage in oversight and audits of projects and programs funded through the Opioid Settlement Fund.

E. New York Subdivision Reporting. Each New York Subdivision that receives funds from the Opioid Settlement Fund under this Agreement will annually provide to the Lead State Agency and Advisory Board a detailed accounting of the spending of such funds as well as analysis and evaluation of the projects and programs it has funded. Such accounting shall be provided by August 1 of each year following the year in which such funds were spent. The

ORD100

36

Lead Agency may withhold future funds from any New York Subdivision that is delinquent in providing this reporting, until the required report is submitted.

F. Lead Agency Reporting. The Lead State Agency and other relevant government commissioners, in consultation with the Advisory Board, will annually provide the Governor, Speaker of the Assembly, the Temporary President of the Senate, and other legislative leaders as provided by law, a written report, which, among other things, provides a detailed accounting of the previous year’s spending of all monies in the Opioid Settlement Fund, any spending by the Direct Share Subdivisions pursuant to Sections II.B.5, any spending by the Counties of Nassau or Suffolk pursuant to Section II.B.6 and 7, and any spending by New York City pursuant to Section II.B.8, as well as an analysis and evaluation of the projects and programs so funded. This report shall be provided on or before November 1 of each year, beginning one year after the initial deposit of monies in the Opioid Settlement Fund. At the same time, in consultation with the Advisory Board, the Lead State Agency will report annually the results of research funded by funds from this Agreement, the status of any outstanding audits, and the non-binding recommendations of the Advisory Board.

V. THE ROLE OF THE ADVISORY BOARD

1. The Structure of the Advisory Board. The Advisory Board will be established under the

Lead Agency and comprised of 19 members, serving set terms. Each member of the Advisory Board will have one vote, with all actions being taken by an affirmative vote of the majority of present voting members, except where otherwise provided for in this Agreement or by law.

a. Appointments to the Advisory Board. The Advisory Board shall consist of 19

members, including the Commissioner of the Office of Addiction Services and Supports, the Commissioner of Mental Health, the Commissioner of Health (or their designees) serving as ex-officio non-voting members. The Governor, the Attorney General, the Speaker of the Assembly and the Temporary President of the Senate shall each appoint 2 voting members, and the Mayor of the City of New York shall appoint one voting member. The remaining 7 voting members shall be appointed from a list of persons provided by the New York State Association of Counties. These appointments will be made two each by the Temporary President of the Senate and the Speaker of the Assembly, and one each by the Minority Leader of the Senate, the Minority Leader of the Assembly and the Attorney General. Appointed members shall serve three-year terms and in the event of a vacancy, such vacancy shall be filled in the manner of the original appointment for the remainder of the term. The Advisory Board membership shall include persons, to the extent possible, who have expertise in public and behavioral health, substance use disorder treatment, harm reduction, criminal justice, or drug policy. Further, the Advisory Board shall include individuals with personal or professional experience with substance use and addiction issues and co-occurring mental illnesses as well as providing services to

ORD100

37

those that have been disproportionately impacted by the enforcement and criminalization of addiction.

b. Meetings of the Advisory Board. The Advisory Board shall hold at least quarterly

public meetings, to be publicized and located in a manner reasonably designed to facilitate attendance by residents throughout the State. The Advisory Board shall function in a manner consistent with New York’s meeting, open government or similar laws, and with the Americans with Disabilities Act.

c. Consensus. Members of the Advisory Board shall attempt to reach consensus with

respect to recommendations and other actions to the extent possible. Consensus is defined in this process as a general agreement achieved by the members that reflects, from as many members as possible, their active support, support with reservations, or willingness to abide by the decision of the other members. Consensus does not require unanimity or other set threshold and may include objectors. In all events, however, actions of the Advisory Board shall be effective if supported by at least a majority of its voting members, except where otherwise provided for by this Agreement or by law.

d. Payment and Ethics. Members of the Advisory Board will receive no

compensation but will be reimbursed for actual and necessary expenses incurred in the performance of their duties. The members of the Advisory Board shall not take any action to direct funding from the Opioid Abatement Fund to any entity in which they or their family members have any interest, direct or indirect, or receive any commission or profit whatsoever, direct or indirect.

2. Responsibilities. On or before November 1 of each year, beginning November 1, 2021, the

Advisory Board shall issue a written report of recommendations regarding specific opioid abatement priorities and expenditures from the Opioid Settlement Fund for Approved Uses. This report shall be provided to the Governor, the Temporary President of the Senate, the Speaker of the Assembly, and other legislative leaders as provided by law. In carrying out its obligations to provide such recommendations, the Advisory Board may consider local, state and federal initiatives and activities that have been shown to be effective in preventing and treating substance use disorders as well as maintaining recovery and assisting with the collateral effects of substance use disorders for individuals and their families or support system. Such recommendations may be Statewide or specific to Regions and recommend Statewide or Regional funding with respect to specific programs or initiatives. Such recommendations shall also incorporate mechanisms for measurable outcomes for determining the effectiveness of funds expended for Approved Uses; and monitor the level of permitted administrative expenses in paragraph IV.A.2. The goal is for a process that produces recommendations that are recognized as being an efficient, evidence-based approach to abatement that addresses the State’s greatest needs while also including programs reflecting particularized needs in local communities. It is anticipated that such a process will inform and assist the State in making decisions about spending from the Opioid Settlement Fund. To the extent the State chooses not to follow a recommendation of the Advisory Board’s, it will make publicly available within 14 days after the decision is made a

ORD100

38

written explanation of the reasons for its decision, and allow 14 days for the Advisory Board to respond. The Advisory Board shall have additional advisory responsibilities, including reporting on projects and programs related to addressing the opioid epidemic, developing priorities, goals and recommendations for spending on such projects and programs, working with the Lead State Agency to develop measurable outcomes for such projects and programs, and making recommendations for policy changes.

3. Staff and Administration. The Lead State Agency and any other relevant agency will provide staff, resources and technical assistance to the Advisory Board.

4. Research. The Advisory Board will recommend to the Lead State Agency research to fund

and oversee related to addressing the opioid epidemic, including for outside grants.

VI. RECOVERIES OTHER THAN MONEY

In the event that any part of a Settlement is received other than in money, the Parties will negotiate in good faith to agree upon a method of sharing such Settlement in a manner as consistent as practicable with the sharing of Opioid Settlement Funds under this Agreement. In the event that the Parties are unable to reach an agreement, then the method of sharing shall be determined by the Advisory Board, whose decision shall be final and binding on the Parties.

V. RETENTION OF JURISDICTION

The Supreme Court, County of Nassau, shall retain jurisdiction of the Parties for the purpose of this Agreement, including its interpretation and enforcement.

LETITIA JAMES Attorney General of the State of New York By: _________________________ Date:_________________ Jennifer Levy, First Deputy Attorney General Office of the New York State Attorney General 28 Liberty Street, 23rd Floor New York, NY 10006 Tel: 212-416-8450

[email protected] Counsel for The People of the State of New York

NAPOLI SHKOLNIK PLLC _________________________ Date:_________________ Salvatore C. Badala Napoli Shkolnik PLLC 400 Broadhollow Road

6/25/21

ORD100

wriffen explanation of the reasons for its decision, and allow 14 days for the Advisory Boardto respond. The Advisory Board shall have additional advisory responsibilities, includingreporting on projects and programs related to addressing the opioid epidemic, developingpriorities, goals and recommendations for spending on such projects and programs, workingwith the Lead State Agency to develop measurable outcomes for such projects andprograms, and making recommendations for policy changes.

3. Staff and Administration. The Lead State Agency and any other relevant agency willprovide staff, resources and technical assistanceto the Advisory Board.

4. Research. The Advisory Board will recommend to the Lead State Agency research to fundand oversee related to addressing the opioid epidemic, including for outside grants.

VI. RECOVERIES OTIIER THAN MONEY

In the event that any part of a Settlement is received other than in money, the Parties will negotiate ingood faith to agree Llpon a method of sharing such Settlement in a manner as consistent as practicable

with the sharing of Op ioid Settlement Funds under this Agreement. In the event that the Parties are

unable to reach an agreement, then the method of sharing shall be determined by the Advisory Board,

whose decision shall be final and binding on the Parties.

V. RETENTION OF JURISDICTION

The Supreme Court, County of Nassau, shall retain jurisdiction of the Parties for the purpose of thisAgreement, inc lud in g its interpretation and enforcement.

LETITIA JAMESAttorney General of the State of New York

By: DateJennifer Levy, First Deputy Attorney GeneralOffice of the New York State Attorney General28 Libefi Street, 23rd FloorNew York, NY 10006Tel: 272-416-8450Jenn ifer.Le vy @g.ny .gov

Counselfor The People of the State ofNew York

NAPOLI SHKOLNIK PLLC

Datev /^s/

^rBadalaNapoli Shkolnik400 Broadhollow Road

38

ORD100

Melville, NY I1747Phone: (212)397-1000sbadala@napo lilaw. com

C o uns e I fo r P lain tiff N a s s au C o unty

SIMMONS TIANLY CONROY LLC

J

S Conroy LLCl1 Madison Ave 7th FloorNerv York, NY 10016Phone: (212)[email protected]

C o un s e ffb r P I a in t iff S uffo lk C o un ty

ADDITIONAL SIGNATORIES:

Counselfor

Date:

Date:

39

ORD100

39

Melville, NY 11747 Phone: (212) 397-1000 [email protected]

Counsel for Plaintiff Nassau County

SIMMONS HANLY CONROY LLC _________________________ Date:_________________ Jayne Conroy Simmons Hanly Conroy LLC 112 Madison Ave 7th Floor New York, NY 10016 Phone: (212) 257-8482 [email protected] Counsel for Plaintiff Suffolk County

ADDITIONAL SIGNATORIES: _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ Counsel for ____________________

_____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

ORD100

40

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________

ORD100

41

_____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________ _____________________________ _____________________________ Date:_________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

Counsel for ____________________

ORD100

42

Schedule A

Allegany 0.492651319% Cattaraugus 0.885804166% Chautauqua 1.712744591% Erie 13.981832649% Niagara 3.416877066% Western Region 20.489909791% Genesee 0.710630089% Livingston 0.678797077% Monroe 9.384433024% Ontario 1.309944722% Orleans 0.412856571% Seneca 0.386847050% Wayne 0.994089249% Wyoming 0.411657124% Yates 0.247909288% Finger Lakes Region 14.537164194% Broome 2.790673871% Chemung 1.231939720% Chenango 0.516475286% Delaware 0.549364256% Schuyler 0.208248729% Steuben 1.137138754% Tioga 0.542347836% Tompkins 1.177586745% Southern Tier Region 8.153775199% Cayuga 0.903523653% Cortland 0.541036257% Madison 0.810595101% Onondaga 6.323758786% Oswego 1.549495093% Central NY Region 10.128408890% Fulton 0.462070473% Herkimer 0.658308079% Montgomery 0.453395949%

ORD100

43

Oneida 2.826733181% Otsego 0.670962131% Schoharie 0.277769778% Mohawk Valley Region 5.349239592% Clinton 0.831513299% Essex 0.367293246% Franklin 0.457353060% Hamilton 0.030269643% Jefferson 1.273686826% Lewis 0.251124198% St. Lawrence 1.234262202% North Country Region 4.445502475% Albany 2.791375201% Columbia 0.656790382% Greene 0.793267678% Rensselaer 1.270734936% Saratoga 1.679317072% Schenectady 1.217397796% Warren 0.612162823% Washington 0.479903545% Capital Region 9.500949434% Dutchess 4.381104459% Orange 5.187725669% Putnam 1.184886753% Rockland 3.081816868% Sullivan 1.888626559% Ulster 2.462996041% Westchester 9.207894077% Mid-Hudson Region 27.395050426%

ORD100

44

Schedule B

Western Region 18.127131908% Finger Lakes Region 12.860822502%

Southern Tier Region 7.213529004%

Central NY Region 8.960459360%

Mohawk Valley Region 4.732396222%

North Country Region 3.932872842%

Capital Region 8.405354899%

Mid-Hudson Region 24.236011664%

Albany 0.772105290%

Buffalo 3.867429560%

Rochester 2.595770859%

Syracuse 1.749176400%

Yonkers 2.546939490%

ORD100

45

Schedule C – Approved Uses

1. TREATMENT

1. TREAT OPIOID USE DISORDER (OUD) Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based, 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, 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, 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; or

e. Evidence-informed residential services programs, as noted below.


4. Improve oversight of Opioid Treatment Programs (OTPs) to assure evidence-based, evidence-informed or promising practices such as adequate methadone dosing and low threshold approaches to treatment.


6. 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

ORD100

46

family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma.

7. Support detoxification (detox) and withdrawal management services for persons with

OUD and any co-occurring SUD/MH conditions, including medical detox, referral to treatment, or connections to other services or supports.

8. Training for 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 undeserved areas.


10. Fellowships for addiction medicine specialists for direct patient care, instructors, and clinical

research for treatments.

11. Scholarships and supports for certified addiction counselors and other mental and behavioral health providers involved in addressing OUD any co-occurring SUD/MH conditions, including but not limited to training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.

12. Scholarships for persons to become certified addiction counselors, licensed alcohol and drug counselors, licensed clinical social workers, and licensed mental health counselors practicing in the SUD field, and scholarships for certified addiction counselors, licensed alcohol and drug counselors, licensed clinical social workers, and licensed mental health counselors practicing in the SUD field for continuing education and licensing fees.

13. 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 for clinicians who have obtained a DATA 2000 waiver.

14. 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.

15. Development and dissemination of new curricula, such as the American Academy of

Addiction Psychiatry’s Provider Clinical Support Service for Medication-Assisted Treatment.

2. SUPPORT PEOPLE IN TREATMENT AND RECOVERY

Support people in treatment for and recovery from OUD and any co-occurring SUD/MH conditions through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following:

ORD100

47

1. Provide the full continuum of care of recovery services for OUD and any co-occurring

SUD/MH conditions, including supportive housing, residential treatment, medical detox services, peer support services and counseling, community navigators, case management, transportation, and connections to community-based services.


3. Provide access to housing for people with OUD and any co-occurring SUD/MH

conditions, 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. 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.

6. Provide or support transportation to treatment or recovery programs or services for

persons with OUD and any co-occurring SUD/MH conditions. 7. Provide employment training or educational services for persons in treatment for or

recovery from OUD and any co-occurring SUD/MH conditions.

8. Identifying successful recovery programs such as physician, pilot, and college recovery programs, and providing support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.

9. Engaging 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.

10. 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.

11. Support stigma reduction efforts regarding treatment and support for persons with OUD,

including reducing the stigma on effective treatment.

12. Create or support culturally-appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.

ORD100

48


3. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED (CONNECTIONS TO CARE) Provide connections to care for people who have – or at risk of developing – OUD and any cooccurring SUD/MH conditions through evidence-based, evidence-informed, or promising programs or strategies that may include, but are not limited to, the following:


2. Fund 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 most common.


5. 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, 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 or persons that have experienced an opioid overdose.


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 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 or to persons who have experienced on opioid overdose.

ORD100

49

11. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and supporting prevention, intervention, treatment, and recovery programs focused on young people.



14. Engage non-profits and 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. 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.

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.

4. ADDRESS THE NEEDS OF CRIMINAL-JUSTICE INVOLVED PERSONS

Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved – 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 and pre-arraignment diversion and deflection strategies for persons with

OUD and any co-occurring SUD/MH conditions, 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; or


ORD100

50

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.

2. Support pre-trial services that connect individuals with OUD and any co-occurring

SUD/MH conditions to evidence-informed treatment, including MAT, and related services.

3. Support treatment and recovery courts for persons with OUD and any co-occurring SUD/MH conditions, but only if they provide referrals to evidence-informed treatment, including MAT.

4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or

other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions who are incarcerated in jail or prison.

5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co-occurring SUD/MH conditions who are leaving jail or prison, who have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.

6. Support critical time interventions (CTI), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.

7. Provide training on best practices for addressing the needs of criminal-justice-involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section.

5. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR

FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE SYNDROME Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome, 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, and other measures educate and provide support to families affected by Neonatal Abstinence Syndrome.

ORD100

51

2. Training for obstetricians and other healthcare personnel that work with pregnant women and their families regarding OUD treatment and any co-occurring SUD/MH conditions.

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. Child and family supports for parenting women with OUD and any co-occurring SUD/MH conditions.

5. Enhanced family supports and child care services for parents with OUD and any cooccurring

SUD/MH conditions.


7. Offer home-based wrap-around services to persons with OUD and any co-occurring

SUD/MH conditions, including but not limited to parent skills training.

8. 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.

II. 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:


2. Academic counter-detailing to educate prescribers on appropriate opioids prescribing.


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:

ORD100

52



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.

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. Educating 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:




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. Engaging non-profits and faith community as a system to support prevention.

ORD100

53

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.


9. Support community-based education or intervention services for families, youth, and

adolescents at risk for OUD and any co-occurring SUD/MH conditions.


11. Support greater access to mental health services and supports for young people,

including services and supports provided by school nurses or other school staff, to 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 (HARM REDUCTION) 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. Increasing availability and distribution of naloxone and other drugs that treat overdoses to 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, and other members of the general public.

2. Public health entities provide 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.

ORD100

54



8. Educate 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. Expand access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.

11. Support 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. Provide 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. Support screening for fentanyl in routine clinical toxicology testing.

III. OTHER STRATEGIES

I. FIRST RESPONDERS In addition to items C8, D1 through D7, H1, H3, and H8, support the following:

1. Law enforcement expenditures related to the opioid epidemic

2. Educate law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.

3. Provisions 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, and coordination to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following:

ORD100

55

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 including, but not limited to costs associated with local opioid task forces, community buprenorphine waiver trainings, and coordination and operation of community-based treatment prevention programing.

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, 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 items above A7, A8, A9, A12, A13, A14, A15, B7, B10, C3, C5, E2, E4, F1, F3, F8, G5, H3, H12, and I2, 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 network programs and services regarding the capability of government, community, and not-for-profit entities to abate the opioid crisis.

2. Support infrastructure and staffing for collaborative cross-systems coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co-occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).

L. RESEARCH

Support opioid abatement research that may include, but is not limited to, the following:

1. Monitoring, surveillance, and evaluation of programs and strategies described in this opioid abatement strategy list.


3. Research improved service delivery for modalities such as SBIRT that demonstrate

promising but mixed results in populations vulnerable to opioid use disorders.

ORD100

56


5. Research on innovative supply-side enforcement efforts such as improved detection of

mail-based delivery of synthetic opioids.

6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g. Hawaii HOPE and Dakota 24/7).

7. Research on expanded modalities such as prescription methadone that can expand access

to MAT.

8. Epidemiological surveillance of OUD-related behaviors in critical populations including individuals entering the criminal justice system, including but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (ADAM) system.

9. 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.

10. Geospatial analysis of access barriers to MAT and their association with treatment

engagement and treatment outcomes.

M. POST-MORTEM

1. Toxicology tests for the range of synthetic opioids presently seen in overdose deaths as well as newly evolving synthetic opioids infiltrating the drug supply.

2. Toxicology method development and method validation for the range of synthetic opioids

observed now and in the future, including the cost of installation, maintenance, repairs and training of capital equipment.

3. Autopsies in cases of overdose deaths resulting from opioids and synthetic opioids. 4. Additional storage space/facilities for bodies directly related to opioid or synthetic opioid

related deaths. 5. Comprehensive death investigations for individuals where a death is caused by or suspected

to have been caused by an opioid or synthetic opioid overdose, whether intentional or accidental.

6. Indigent burial for unclaimed remains resulting from overdose deaths.

ORD100

57

7. Navigation-to-care services for individuals with opioid use disorder who are encountered by the medical examiner’s office as either family and/or social network members of decedents dying of opioid overdose.

8. Epidemiologic data management and reporting to public health and public safety

stakeholders regarding opioid overdose fatalities.

ORD100

58

Exhibit C

ORD100

59

Injunctive Relief

A. Definitions Specific to this Exhibit

1. “Cancer-Related Pain Care” means care that provides relief from pain resulting from a patient’s active cancer or cancer treatment as distinguished from treatment provided during remission.

2. “Janssen” means Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc. (collectively, “Janssen”), including all of their subsidiaries, predecessors, successors, current officers, directors, employees, representatives, agents, affiliates, parents, and assigns acting on behalf of Janssen in the United States.

3. “End-of-Life Care” means care for persons with a terminal illness or at high risk for dying in the near future in hospice care, hospitals, long-term care settings, or at home.

4. “Health Care Provider” means any U.S.-based physician or other health care practitioner who is licensed to provide health care services or to prescribe pharmaceutical products and any medical facility, practice, hospital, clinic, or pharmacy.

5. “In-Kind Support” means payment or assistance in the form of goods, commodities, services, or anything else of value.

6. “Lobby” and “Lobbying” shall have the same meaning as “lobbying activities” and “lobbying contacts” under the federal lobbying disclosure act, 2 U.S.C. § 1602 et seq., and any analogous state or local provisions governing the person or entity being lobbied. As used in this document, “Lobby” and “Lobbying” include Lobbying directly or indirectly, through grantees or Third Parties.

7. “Opioid(s)” means all naturally occurring, synthetic, or semisynthetic substances that interact with opioid receptors and act like opium. For the avoidance of doubt, the term “Opioid(s)” does not include Imodium.

8. “Opioid Product(s)” means all current and future medications containing Opioids approved by the U.S. Food & Drug Administration (FDA) and listed by the DEA as Schedule II, III, or IV drugs pursuant to the federal Controlled Substances Act (including but not limited to buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, and tramadol). The term “Opioid Products(s)” shall not include (i) methadone and other substances when used exclusively to treat opioid abuse, addiction, or overdose; or (ii) raw materials, immediate precursors, and/or active pharmaceutical ingredients (APIs) used in the manufacture or study of Opioids or Opioid Products, but only when such materials, immediate precursors, and/or APIs are sold or marketed exclusively to DEA-licensed manufacturers or DEA-licensed researchers.

ORD100

60

9. “OUD” means opioid use disorder defined in the Diagnostic and Statistical Manual of Mental Disorders, Fifth Edition (DSM–5), as updated or amended.

10. “Product(s) for the Treatment of Opioid-Induced Side Effects” means any over-the-counter or prescription remedy used to treat those side effects identified on the FDA label for any Opioid Product, except that, for purposes of the Agreement, Product(s) for the Treatment of Opioid-Induced Side Effects shall not include products that treat OUD or respiratory depression.

11. “Promote,” “Promoting,” “Promotion,” and “Promotional” means dissemination of information or other practices intended or reasonably anticipated to increase sales, prescriptions, or that attempts to influence prescribing practices in the United States. These terms shall not include the provision of scientific information or data in response to unsolicited requests from Health Care Providers or payors as allowed in subsection C.2.e-h.

12. “Third Party(ies)” means any person or entity other than Janssen or a government entity.

13. “Treatment of Pain” means the provision of therapeutic modalities to alleviate or reduce pain.

14. “Unbranded Information” means any information that does not identify a specific branded or generic product.

a Ban on Selling and Manufacturing Opioids

1. Janssen shall not manufacture or sell any Opioids or Opioid Products for distribution in the State of New York. Janssen represents that prior to the Effective Date, it de-listed all of its Opioid Products and no longer ships any of them to or within the United States. Janssen shall provide notice to the State of New York when the last of the inventory Janssen has shipped has expired.

2. Notwithstanding subsection B.1 above, Janssen may continue to manufacture Nucynta and Nucynta ER (collectively “Nucynta”) in accordance with the terms of its April 2, 2015 contract with Depomed, Inc., rights to which were assigned to Collegium Pharmaceutical, Inc. (“Collegium”) on February 13, 2020, so long as Janssen is not Promoting Nucynta, or selling Nucynta to anyone other than Collegium. Janssen shall not extend, amend, or otherwise alter the terms of its April 2, 2015 contract or enter into any similar agreement related to Nucynta or any other Opioid or Opioid Product. For the term of its April 2, 2015 contract, or until the expiration of subsection B.1, whichever is shorter, Janssen shall make an annual report to the State of New York showing the amount of Nucynta manufactured in accordance with the April 2, 2015 contract.

ORD100

61

C. Ban on Promotion

1. Janssen shall not engage in Promotion of Opioids or Opioid Products including but not limited to, by:

a. Employing or contracting with sales representatives or other persons to

Promote Opioids or Opioid Products to Health Care Providers or patients, or to persons involved in determining the Opioid Products included in formularies;

b. Using speakers, key opinion leaders, thought leaders, lecturers, and/or speaking events for Promotion of Opioids or Opioid Products;

c. Sponsoring, or otherwise providing financial support or In-Kind Support to medical education programs for Promotion of Opioids or Opioid Products;

d. Creating, sponsoring, operating, controlling, or otherwise providing financial support or In-Kind Support to any website, network, and/or social or other media account for the Promotion of Opioids or Opioid Products;

e. Creating, sponsoring, distributing, or otherwise providing financial support or In-Kind Support for materials Promoting Opioids or Opioid Products, including but not limited to brochures, newsletters, pamphlets, journals, books, and guides;

f. Creating, sponsoring, or otherwise providing financial support or In-Kind Support for advertisements that Promote Opioids or Opioid Products, including but not limited to internet advertisements or similar content, and providing hyperlinks or otherwise directing internet traffic to advertisements; and

g. Engaging in internet search engine optimization or other techniques designed to Promote Opioids or Opioid Products by improving rankings or making content appear among the top results in an internet search or otherwise be more visible or more accessible to the public on the internet.

2. Notwithstanding subsection C.1 directly above, Janssen may:

a. Maintain a corporate website;

b. Maintain a website for any Opioid Product that contains principally the following content: the FDA-approved package insert, medication guide, and labeling, and a statement directing patients or caregivers to speak with a licensed Health Care Provider;

c. Provide information or support the provision of information as expressly required by law or any state or federal government agency with jurisdiction in New York;

ORD100

62

d. Provide the following by mail, electronic mail, on or through Janssen’s corporate or product websites or through other electronic or digital methods: FDA-approved package insert, medication guide, approved labeling for Opioid Products, or other prescribing information for Opioid Products that are published by a state or federal government agency with jurisdiction in New York;

e. Provide scientific and/or medical information in response to an unsolicited request by a Health Care Provider consistent with the standards set forth in the FDA’s Draft Guidance for Industry, Responding to Unsolicited Requests for Off-Label Information About Prescription Drugs and Medical Devices (Dec. 2011) as updated or amended by the FDA, and Guidance for Industry, Good Reprint Practices for the Distribution of Medical Journal Articles and Medical or Scientific Reference Publications on Unapproved New Uses of Approved Drugs and Approved or Cleared Medical Devices (Jan. 2009) as updated or amended by the FDA;

f. Provide a response to any unsolicited question or request from a patient or caregiver, directing the patient or caregiver to the FDA-approved labeling or to speak with a licensed Health Care Provider without describing the safety or effectiveness of Opioids or any Opioid Product or naming any specific provider or healthcare institution; or directing the patient or caregiver to speak with their insurance carrier regarding coverage of an Opioid Product;

g. Provide Health Care Economic Information, as defined at 21 U.S.C. § 352(a), to a payor, formulary committee, or other similar entity with knowledge and expertise in the area of health care economic analysis consistent with standards set forth in the FDA’s Draft Questions and Answers Guidance for Industry and Review Staff, Drug and Device Manufacturer Communications With Payors, Formulary Committees, and Similar Entities (Jan. 2018), as updated or amended by the FDA;

h. Provide information relating solely to the pricing of any Opioid Product;

i. Sponsor or provide financial support or In-Kind Support for an accredited or approved continuing medical education program required by either an FDA-approved Risk Evaluation and Mitigation Strategy (REMS) program or other federal or state law or regulation applicable in New York through an independent Third Party, which shall be responsible for the program’s content without the participation of Janssen; and

j. Provide information in connection with patient support information on co-pay assistance and managing pain in End-of-Life Care and/or Cancer-Related Pain Care relating to the use of Opioids for managing such pain, as long as the information identifies Janssen as the source of the information.

ORD100

63

3. Janssen shall not engage in the Promotion of Products for the Treatment of Opioid-induced Side Effects, including but not limited to:

a. Employing or contracting with sales representatives or other persons to Promote Products for the Treatment of Opioid-induced Side Effects to Health Care Providers or patients;

b. Using speakers, key opinion leaders, thought leaders, lecturers, and/or speaking events to Promote Products for the Treatment of Opioid induced Side Effects;

c. Sponsoring, or otherwise providing financial support or In-Kind Support to medical education programs that Promote Products for the Treatment of Opioid-induced Side Effects;

d. Creating, sponsoring, or otherwise providing financial support or In-Kind Support for advertisements that Promote Products for the Treatment of Opioid-induced Side Effects, including but not limited to internet advertisements or similar content, and providing hyperlinks or otherwise directing internet traffic to advertisements.

4. Notwithstanding subsection C, Janssen may Promote Products for the Treatment of Opioid-induced Side Effects so long as such Promotion does not associate the product with Opioids or Opioid Products.

5. Treatment of Pain

a. Janssen shall not, either through Janssen or through Third Parties, engage in any conduct that Promotes the Treatment of Pain, except that Janssen may continue to Promote the Treatment of Pain with branded non-Opioids, including Tylenol and Motrin.

b. Janssen shall not, either through Janssen or through Third Parties, engage in any conduct that Promotes the concept that pain is undertreated, except in connection with Promoting the use of branded non-Opioids, including Tylenol and Motrin, for the Treatment of Pain.

c. Janssen shall not disseminate Unbranded Information, including Unbranded Information about a medical condition or disease state, that contains links to branded information about Opioid Products or that otherwise Promotes Opioids or Opioid Products.

6. Notwithstanding subsection C.5 above:

a. Janssen may Promote or provide educational information about the Treatment of Pain with non-Opioids or therapies such as acetaminophen or non-steroidal anti-inflammatory drugs (NSAIDS), including Promoting or providing educational information about such non-Opioids or therapies as alternatives

ORD100

64

to Opioid use, or as part of multimodal therapy which may include Opioid use, so long as such non-Opioid Promotional or educational information does not Promote Opioids or Opioid Products.

b. Janssen may provide educational information about the Treatment of Pain related to medical procedures involving devices manufactured or sold by Janssen, including educational information about Opioids or Opioid Products, so long as such information does not Promote Opioids or Opioid Products.

7. The Promotional conduct prohibited in subsection C is not prohibited insofar as it relates to the Promotion of Opioids or Opioid Products for Cancer-Related Pain Care or End-of-Life Care only, and so long as Janssen is identified as the sponsor or source of such Promotional conduct.

D. No Financial Reward or Discipline Based on Volume of Opioid Sales

1. Janssen shall not provide financial incentives to its sales and marketing employees or discipline its sales and marketing employees based upon sales volume or sales quotas for Opioid Products;

2. Janssen shall not offer or pay any remuneration (including any kickback, bribe, or rebate) directly or indirectly, to any person in return for the prescribing, sale, use, or distribution of an Opioid Product; and

3. Janssen’s compensation policies and procedures shall ensure compliance with the Agreement.

E. Ban on Funding/Grants to Third Parties

1. Janssen shall not directly or indirectly provide financial support or In-Kind Support to any Third Party that primarily engages in conduct that Promotes Opioids, Opioid Products, or Products for the Treatment of Opioid-induced Side Effects (subject to subsections B.2, 4, and 6), including educational programs or websites that Promote Opioids, Opioid Products, or products for the treatment of Opioid-induced side effects, excluding financial support otherwise required by the Agreement, a court order, or by a federal or state agency.

2. Janssen shall not create, sponsor, provide financial support or In-Kind Support to, or otherwise operate or control any medical society or patient advocacy group that primarily engages in conduct that Promotes Opioids, Opioid Products, or products for the treatment of Opioid-induced side effects.

3. Janssen shall not provide links to any Third Party website or materials or otherwise distribute materials created by a Third Party for the purpose of Promoting Opioids, Opioid Products, or products intended for the treatment of Opioid-induced side effects (subject to subsections B.2, 4, and 6).

ORD100

65

4. Janssen shall not use, assist, or employ any Third Party to engage in any activity that Janssen itself would be prohibited from engaging in pursuant to the Agreement. To the extent Janssen supports trade groups engaged in Lobbying, Janssen shall stipulate that such support not be used for any purpose prohibited by the Agreement.

5. Janssen shall not enter into any contract or agreement with any person or entity or otherwise attempt to influence any person or entity in such a manner that has the purpose or foreseeable effect of limiting the dissemination of information regarding the risks and side effects of using Opioids.

6. Janssen shall not compensate or support Health Care Providers or organizations to advocate for formulary access or treatment guideline changes for the purpose of increasing access to any Opioid Product through third-party payors, i.e., any entity, other than an individual, that pays or reimburses for the dispensing of prescription medicines, including but not limited to managed care organizations and pharmacy benefit managers.

7. No officer or management-level employee of Janssen may concurrently serve as a director, board member, employee, agent, or officer of any entity that primarily engages in conduct that Promotes Opioids, Opioid Products, or products for the treatment of Opioid-induced side effects. For the avoidance of doubt, nothing in this provision shall preclude an officer or management-level employee of Janssen from concurrently serving on the board of a hospital.

8. Janssen shall play no role in appointing persons to the board, or hiring persons to the staff, of any entity that primarily engages in conduct that Promotes Opioids, Opioid Products, or products for the treatment of Opioid-induced side effects. For avoidance of doubt, nothing in this paragraph shall prohibit Janssen from fully and accurately responding to unsolicited requests or inquiries about a person’s fitness to serve as an employee or Board member at any such entity.

F. Lobbying Restrictions

1. Janssen shall not Lobby for the enactment of any federal, state, or local legislative or regulatory provision that:

a. Encourages or requires Health Care Providers to prescribe Opioids or sanctions Health Care Providers for failing to prescribe Opioids or failing to treat pain with Opioids;

b. Has the effect of limiting access to any non-Opioid alternative pain treatments; or

c. Pertains to the classification of any Opioid or Opioid Product as a scheduled drug under the Controlled Substances Act.

2. Janssen shall not Lobby against the enactment of any federal, state or local legislative or regulatory provision that supports:

ORD100

66

a. The use of non-pharmacologic therapy and/or non-Opioid pharmacologic therapy to treat chronic pain over or instead of Opioid use, including but not limited to third party payment or reimbursement for such therapies;

b. The use and/or prescription of immediate release Opioids instead of extended release Opioids when Opioid use is initiated, including but not limited to third party reimbursement or payment for such prescriptions;

c. The prescribing of the lowest effective dose of an Opioid, including but not limited to third party reimbursement or payment for such prescription;

d. The limitation of initial prescriptions of Opioids to treat acute pain;

e. The prescribing and other means of distribution of naloxone to minimize the risk of overdose, including but not limited to third party reimbursement or payment for naloxone;

f. The use of urine testing before starting Opioid use and annual urine testing when Opioids are prescribed, including but not limited to third party reimbursement or payment for such testing;

g. Evidence-based treatment (such as using medication-assisted treatment with buprenorphine or methadone in combination with behavioral therapies) for OUD, including but not limited to third party reimbursement or payment for such treatment; or

h. The implementation or use of Opioid drug disposal systems.

3. Janssen shall not Lobby against the enactment of any federal, state or local legislative or regulatory provision expanding the operation or use of PDMPs, including but not limited to provisions requiring Health Care Providers to review PDMPs when Opioid use is initiated and with every prescription thereafter.

4. Notwithstanding the foregoing restrictions in subsections F.1-3, the following conduct is not restricted:

a. Challenging the enforcement of or suing for declaratory or injunctive relief with respect to legislation, rules, or regulations referred to in subsection F.1;

b. Communications made by Janssen in response to a statute, rule, regulation, or order requiring such communication;

c. Communications by a Janssen representative appearing before a federal or state legislative or administrative body, committee, or subcommittee as result of a mandatory order or subpoena commanding that person to testify;

d. Responding, in a manner consistent with the Agreement, to an unsolicited request for the input on the passage of legislation or the promulgation of any

ORD100

67

rule or regulation when such request is submitted in writing specifically to Janssen from a government entity directly involved in the passage of that legislation or promulgation of that rule or regulation; or

e. Lobbying for or against provisions of legislation or regulation that address other subjects in addition to those identified in subsections F.1-3, so long as the company does not support specific portions of such legislation or regulation covered by subsection F.1 or oppose specific portions of such legislation or regulation covered by subsections F.2-3.

5. Janssen shall provide notice of the prohibitions in subsection F to all employees engaged in Lobbying; shall incorporate the prohibitions in subsection F into trainings provided to Janssen employees engaged in Lobbying; and certify to the State of New York that it has provided such notice and trainings to Janssen employees engaged in Lobbying.

G. Ban on Prescription Savings Programs

1. Janssen shall not directly or indirectly offer any discounts, coupons, rebates, or other methods which have the effect of reducing or eliminating a patient’s co-payments or the cost of prescriptions (e.g., free trial prescriptions) for any Opioid Product.

2. Janssen shall not directly or indirectly provide financial support to any Third Party for discounts, coupons, rebates, or other methods which have the effect of reducing or eliminating a patient’s co-payments or the cost of prescriptions (e.g., free trial prescriptions) for any Opioid Product.

3. Janssen shall not directly or indirectly assist patients, Health Care Providers, or pharmacies with the claims and/or prior authorization process required for third-party payors to approve payment for any Opioid Product.

H. General Terms

1. Janssen shall not make any written or oral statement about Opioids or any Opioid Product that is unfair, false, misleading, or deceptive as defined under the law of New York State. For purposes of this paragraph, “Opioid Product” shall also include methadone and other substances when used exclusively to treat opioid abuse, addiction, or overdose.

2. Janssen shall not represent that Opioids or any Opioid Product(s) have approvals, characteristics, uses, benefits, or qualities that they do not have. For purposes of this paragraph, “Opioid Product” shall also include methadone and other substances when used exclusively to treat opioid abuse, addiction, or overdose.

3. For the avoidance of doubt, the Agreement shall not be construed or used as a waiver or limitation of any defense otherwise available to Janssen in any action, and nothing in the Agreement is intended to or shall be construed to prohibit Janssen in any way

ORD100

68

whatsoever from taking legal or factual positions with regard to any Opioid Product(s) in defense of litigation or other legal proceedings.

4. Upon the request of the State of New York Attorney General, Janssen shall provide the New York Attorney General with copies of the following, within thirty (30) days of the request:

a. Any litigation or civil or criminal law enforcement subpoenas or Civil Investigative Demands relating to Janssen’s Opioid Product(s); and

b. Warning or untitled letters issued by the FDA regarding Janssen’s Opioid Product(s) and all correspondence between Janssen and the FDA related to such letters.

5. The Agreement applies to conduct that results in the Promotion of Opioids or Opioid Products, or the Treatment of Pain inside the United States.

6. Janssen will enter into the Agreement solely for the purpose of settlement, and nothing contained therein 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 Janssen expressly denies. No part of the Agreement, including its statements and commitments, shall constitute evidence of any liability, fault, or wrongdoing by Janssen. The Agreement is not intended for use by any third party for any purpose, including submission to any court for any purpose.

7. Nothing in the Agreement shall be construed to limit or impair Janssen’s ability to:

a. Communicate its positions and respond to media inquiries concerning litigation, investigations, reports or other documents or proceedings relating to Janssen or its Opioid Products.

b. Maintain a website explaining its litigation positions and responding to allegations concerning its Opioid Products, including the website, www.factsaboutourprescriptionopioids.com.

I. Compliance with All State Laws and Regulations Relating to the Sale, Promotion, and Distribution of Any Opioid Product

1. Janssen shall comply with all applicable state laws and regulations that relate to the sale, promotion, distribution, and disposal of Opioids or Opioid Products, including conduct permitted by subsection B.2, provided that nothing in this paragraph requires Janssen to violate federal law or regulations, including but not limited to:

a. New York State Controlled Substances Act, including all guidance issued by the applicable state regulator(s);

b. New York State Consumer Protection Laws;

ORD100

69

c. New York State laws, regulations, and guidelines related to opioid prescribing, distribution, and disposal; and

J. Clinical Data Transparency

1. Janssen agrees to continue sharing clinical trial data under the Yale University Open Data Access (YODA) Project to allow researchers qualified under the program to access the company’s propriety data under the terms of the project.

2. In the event Yale University discontinues or withdraws from the YODA Project agreement with Janssen, Janssen shall make its clinical research data regarding Opioids and Opioid Products, and any additional clinical research data that Janssen sponsors and controls regarding Opioids and Opioid Products, available to an independent entity that is the functional equivalent of the YODA Project under functionally equivalent terms.

K. Enforcement

1. For the purposes of resolving disputes with respect to compliance with this Exhibit, should the State of New York have a reasonable basis to believe that Janssen has engaged in a practice that violates a provision of this Exhibit subsequent to the Effective Date, the State of New York shall notify Janssen in writing of the specific objection, identify with particularity the provision of the Agreement that the practice appears to violate, and give Janssen thirty (30) days to respond in writing to the notification; provided, however, that the State of New York may take any action if the State believes that, because of the specific practice, a threat to health or safety of the public requires immediate action.

2. Upon receipt of written notice, Janssen shall provide a good faith written response to the State’s notification, containing either a statement explaining why Janssen believes it is in compliance with the provisions of this Exhibit of the Agreement, or a detailed explanation of how the alleged violation occurred and a statement explaining how Janssen intends to remedy the alleged breach. Nothing in this section shall be interpreted to limit the State of New York’s civil investigative demand (“CID”) or investigative subpoena authority, to the extent such authority exists under applicable law, and Janssen reserves all of its rights in responding to a CID or investigative subpoena issued pursuant to such authority.

3. The State of New York may agree, in writing, to provide Janssen with additional time beyond thirty (30) days to respond to a notice provided under subsection L.1, above, without Court approval.

4. Upon giving Janssen thirty (30) days to respond to the notification described above, the State shall also be permitted reasonable access to inspect and copy relevant, non-privileged, non-work product records and documents in possession, custody, or control of Janssen that relate to Janssen’s compliance with each provision of the Agreement pursuant to the State of New York’s CID or investigative subpoena authority.

ORD100

70

5. The State of New York may assert any claim that Janssen has violated the Agreement in a separate civil action to enforce compliance with the Agreement, or may seek any other relief afforded by law for violations of the Agreement, but only after providing Janssen an opportunity to respond to the notification described in subsection L.1, above; provided, however, the State of New York may take any action if the State believes that, because of the specific practice, a threat to the health or safety of the public requires immediate action.

6. In the event of a conflict between the requirements of the Agreement and any other law, regulation, or requirement such that Janssen cannot comply with the law without violating the terms of the Agreement or being subject to adverse action, including fines and penalties, Janssen shall document such conflicts and notify the State of the extent to which it will comply with the Agreement in order to eliminate the conflict within thirty (30) days of Janssen’s discovery of the conflict. Janssen shall comply with the terms of the Agreement to the fullest extent possible without violating the law.

7. Janssen or the State may request that Janssen and the State meet and confer regarding the resolution of an actual or potential conflict between the Agreement and any other law, or between interpretations of the Agreement by different courts. Nothing herein is intended to modify or extend the jurisdiction of any single judicial authority as provided by law.

L. Compliance Duration

1. Subsections B-J of this Exhibit shall be effective for 10 years from the Effective Date.

2. Nothing in this Agreement shall relieve Janssen of its independent obligation to fully comply with the laws of the State of New York after expiration of the 10-year period specified in this subsection.

M. Compliance Deadlines

1. Janssen must be in full compliance with the provisions included this Agreement by the Effective Date. Nothing herein shall be construed as permitting Janssen to avoid existing legal obligations.

ORD100

71

Exhibit D

ORD100

72

COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK

IN RE OPIOID LITIGATION

Index No. 400000/2017

Hon. Jerry Garguilo

This document relates to:

The County of Suffolk, New York v. Purdue Pharma L. P., Case No. 400001/2017

The County of Nassau, New York v. Purdue Pharma L. P., Case No. 400008/2017



of record for Plaintiffs Suffolk County, New York, Nassau County, New York, and for Defendants

Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc., and

Janssen Pharmaceutica, Inc. (collectively, “Janssen”), that, pursuant to C.P.L.R. 3217, the following

actions are hereby voluntarily discontinued with prejudice as to Janssen only, without costs as to any

party against the other:

1. The County of Suffolk, New York v. Purdue Pharma L. P., Case No. 400001/2017;

2. The County of Nassau, New York v. Purdue Pharma L. P., Case No. 400008/2017.

Dated: June ______, 2021 New York, New York

O'MELVENY & MYERS LLP

/s/ Charles C. Lifland Charles C. Lifland (admitted pro hac vice) 400 South Hope Street, 18th Floor Los Angeles, CA 90071 Phone: (213) 430-6000

NAPOLI SHKOLNIK PLLC

_________________________ Salvatore C. Badala Napoli Shkolnik PLLC 400 Broadhollow Road Melville, NY 11747 Phone: (212) 397-1000

ORD100

COURT OF THE STATE OF NEW YORKCOUNTY OF SUFFOLK


This document relates to :

Index No. 400000/2017The County of Suffolk, New Yorkv. Purdue PharmaL. P., CaseNo. 40000 I 12017 Hon. Jery Garguilo

The County ofNassau, New Yorkv. Purdue PharmaL. P.,Case No. 40000812017



of record for Plaintiffs Suffolk County, New York, Nassau County, New York, and for Defendants

Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-JanssenPharmaceuticals, Inc., and

Janssen Pharmaceutica, Inc. (collectively, "Janssen'),that,pursuant to C.P.L.R. 3217 ,the following

actions are hereby voluntarily discontinued with prejudice as to Janssen only, without costs as to any

party against the other:

l. 'Ihe County of Suffilk, New Yorkv. Purdue Pharma L. P.,Case No.400001 12017;

2. The County ofNassau, New Yorkv. Purdue Pharma L. P., Case No. 40000812017.

Dated: tun" A5_2ozrNew York, New York

O'MELVENY & MYERS LLP NAPO

Charles C, Lifland(admittedpro hac vice)400 South Hope Street, 18th Floor LosAngeles, CA 90071Phone: (213) 430-6000

N400 Broadhollow RoadMelville, NY 11747Phone: (212)397-1,000

72

ORD100

[email protected] o uns e I fo r D efe ndant Jans s en

So Ordered:Hon. Jerry Garguilo, J.S.C.

sb ad ala@napo I i I aw. co m

C o un se I for P laintiff Na s s au County

SIMMONS HANLY CONROY LLC

J

Han ly LLC1 Madison Ave 7th FloorNew York, NY 10016Phone: (212)257-8482jconroy@simmon sfi rm.com

Co uns e I fo r P laintiff Su/Jb lk Co unty

Date

73

ORD100

74

AFFIRMATION OF SERVICE

I, _____________________, an attorney duly admitted to practice before the courts of this

State, hereby affirm under penalty of perjury that on June _______________________, 2021, I

caused the foregoing to be served via NYSCEF on counsel of record in this action.

___________________

ORD100

75

Exhibit E

ORD100

76

CITY OR COUNTY NAME5

COUNSEL MAIN

WITHIN COUNTY OR MULTIPLE COUNTIES

2019 population estimate

ALLEGANY COUNTY NAPOLI SHKOLNIK

46,091

AMHERST TOWN NAPOLI SHKOLNIK

ERIE COUNTY 126,082

AMSTERDAM CITY NAPOLI SHKOLNIK

MONTGOMERY COUNTY 17,766

AUBURN CITY NAPOLI SHKOLNIK

CAYUGA COUNTY 26,173

BUFFALO CITY NAPOLI SHKOLNIK

ERIE COUNTY 255,284

CATTARAUGUS COUNTY

NAPOLI SHKOLNIK

76,117

CAYUGA COUNTY NAPOLI SHKOLNIK

76,576

CHAUTAUQUA COUNTY NAPOLI SHKOLNIK

126,903

CHEEKTOWAGA TOWN NAPOLI SHKOLNIK

ERIE COUNTY 85,884

CHEMUNG COUNTY NAPOLI SHKOLNIK

83,456

CHENANGO COUNTY NAPOLI SHKOLNIK

47,207

CLINTON COUNTY NAPOLI SHKOLNIK

80,485

CORTLAND COUNTY NAPOLI SHKOLNIK

47,581

ESSEX COUNTY NAPOLI SHKOLNIK

36,885

FRANKLIN COUNTY NAPOLI SHKOLNIK

50,022

GENESEE COUNTY NAPOLI SHKOLNIK

57,280

HAMILTON COUNTY NAPOLI SHKOLNIK

4,416

ITHACA CITY NAPOLI SHKOLNIK

TOMPKINS COUNTY 30,837

KINGSTON CITY NAPOLI SHKOLNIK

ULSTER COUNTY 22,793

5 This list is subject to confirmation prior to entry of the Consent Judgment.

ORD100

77

LANCASTER TOWN NAPOLI SHKOLNIK

ERIE COUNTY 43,325

LIVINGSTON COUNTY NAPOLI SHKOLNIK

62,914

MADISON COUNTY NAPOLI SHKOLNIK

70,941

MOUNT VERNON CITY NAPOLI SHKOLNIK

WESTCHESTER COUNTY 67,345

NASSAU COUNTY NAPOLI SHKOLNIK

1,356,924

NIAGARA COUNTY NAPOLI SHKOLNIK

209,281

OGDENSBURG CITY NAPOLI SHKOLNIK

ST LAWRENCE COUNTY 10,436

ORLEANS COUNTY NAPOLI SHKOLNIK

40,352

OTSEGO COUNTY NAPOLI SHKOLNIK

59,493

POUGHKEEPSIE CITY NAPOLI SHKOLNIK

DUTCHESS COUNTY 30,515

POUGHKEEPSIE TOWN NAPOLI SHKOLNIK

DUTCHESS COUNTY 44,062

PUTNAM COUNTY NAPOLI SHKOLNIK

98,320

RENSSELAER COUNTY NAPOLI SHKOLNIK

158,714

ROCHESTER CITY NAPOLI SHKOLNIK

MONROE COUNTY 205,695

SARATOGA SPRINGS CITY

NAPOLI SHKOLNIK

SARATOGA COUNTY 28,212

SCHOHARIE COUNTY NAPOLI SHKOLNIK

30,999

SCHUYLER COUNTY NAPOLI SHKOLNIK

17,807

STEUBEN COUNTY NAPOLI SHKOLNIK

95,379

TIOGA COUNTY NAPOLI SHKOLNIK

48,203

TOMPKINS COUNTY NAPOLI SHKOLNIK

102,180

TONAWANDA TOWN NAPOLI SHKOLNIK

ERIE COUNTY 71,675

WARREN COUNTY NAPOLI SHKOLNIK

63,944

WESTCHESTER COUNTY NAPOLI SHKOLNIK

967,506

ORD100

78

YATES COUNTY NAPOLI SHKOLNIK

24,913

BROOME COUNTY SIMMONS HANLY CONROY LLC 190,488 COLUMBIA COUNTY SIMMONS HANLY CONROY LLC 59,461 DUTCHESS COUNTY SIMMONS HANLY CONROY LLC 294,218 ERIE COUNTY SIMMONS HANLY CONROY LLC 918,702 FULTON COUNTY SIMMONS HANLY CONROY LLC 53,383 GREENE COUNTY SIMMONS HANLY CONROY LLC 47,188 HERKIMER COUNTY SIMMONS HANLY CONROY LLC 61,319 LEWIS COUNTY SIMMONS HANLY CONROY LLC 26,296 MONROE COUNTY SIMMONS HANLY CONROY LLC 741,770 NEW YORK CITY SIMMONS

HANLY CONROY LLC

MULTIPLE COUNTIES 8,336,817

ONTARIO COUNTY SIMMONS HANLY CONROY LLC 109,777 ORANGE COUNTY SIMMONS HANLY CONROY LLC 384,940 OSWEGO COUNTY SIMMONS HANLY CONROY LLC 117,124 SARATOGA COUNTY SIMMONS HANLY CONROY LLC 229,863 SCHENECTADY COUNTY SIMMONS HANLY CONROY LLC 155,299 SENECA COUNTY SIMMONS HANLY CONROY LLC 34,016 ST LAWRENCE COUNTY SIMMONS HANLY CONROY LLC 32,261 SUFFOLK COUNTY SIMMONS HANLY CONROY LLC 1,476,601 SULLIVAN COUNTY SIMMONS HANLY CONROY LLC 75,432 ULSTER COUNTY SIMMONS HANLY CONROY LLC 177,573 WASHINGTON COUNTY SIMMONS HANLY CONROY LLC 61,204 WYOMING COUNTY SIMMONS HANLY CONROY LLC 39,859

ORD100

79

Exhibit F

ORD100

80

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK


Index No. 400000/2017 Hon. Jerry Garguilo

CASE MANAGEMENT ORDER

This Case Management Order (“CMO”) shall apply to all plaintiffs with cases pending as of

[Date of Final Court Approval of Settlement] against Defendants and to all new plaintiffs filing cases

after that date against Defendants (collectively, “Plaintiff” or “Plaintiffs”), whose claims are pending

in this coordinated proceeding and not released by the Settlement Agreement in this action entered

into on [settlement date] (“Settlement Agreement”). As used herein, “Defendants” refers to Johnson

& Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc. n/k/a Janssen

Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc. n/k/a Janssen Pharmaceuticals, Inc. Pursuant

to the order of the Coordination Panel, all such new cases filed in the State of New York shall be

assigned to the In re Opioids Cases Litigation pending before this Court and shall be subject to the

terms of this CMO.

Good cause appearing, it is ordered as follows:

A. Filing of Amended Complaints

1. Each Plaintiff with an existing case as of [Date of Final Court Approval of

Settlement], shall file and serve on Defendants within ninety (90) days of that date an Amended

Complaint satisfying the requirements of the Civil Practice Law and Rules (“CPLR”) and this

CMO, if that Plaintiff’s case is not dismissed with prejudice prior to this deadline pursuant to the

ORD100

81

Settlement Agreement. Plaintiff’s counsel shall comply with Rule 3025 of the CPLR when filing

any such Amended Complaint.

2. The time for Defendants to file a response to a new Complaint or Amended

Complaint shall not begin to run until after the receipt by counsel for the Defendants of the Case-

Specific Expert Report(s) required pursuant to this CMO, and after the claims process is concluded

as described in Section B.3 below, whichever is later.

B. Plaintiffs’ Requirement to Produce Certain Specified Information About Their

Claims

1. Plaintiffs’ Production Requirements. Each Plaintiff shall serve the

following documents and/or information upon counsel for Defendants:

(a) Fact Sheet. If not already completed, executed, and served, each

Plaintiff shall serve upon the Defendants within the deadlines specified herein a completed copy of

the Fact Sheet, attached as Exhibit A to Case Management Order No. 2. Each Plaintiff that has

already completed, executed, and served a compliant Fact Sheet shall serve upon the Defendants

within the deadlines specified herein an updated Fact Sheet reflecting any material change in the

facts underlying the Plaintiff’s claims or shall affirm that no such material change applies.

Simultaneously with its service of its Fact Sheet or affirmation, each Plaintiff shall serve upon

Defendants a verified statement under oath setting forth how each element of their claims has not

been resolved pursuant to the terms of the Settlement and the state and regional abatement fund

provided therein.

ORD100

82

(b) Record Production.

(i) Each Plaintiff shall produce all records establishing the

existence of a public nuisance within the Plaintiff’s territory or borders, including a definition of the

nuisance and evidence to support its existence.

(ii) Each Plaintiff shall produce all records supporting a claim for

nuisance “abatement” relief within the Plaintiff’s territory or borders, including a categorization and

itemization of any requested nuisance abatement relief and evidence to support each component of

such relief.

(iii) Each Plaintiff shall produce all records supporting a claim of

damages, including a categorization and itemization of claimed damages and calculations and

evidence for each component of such damages. Each Plaintiff shall also specify whether the alleged

amounts were paid or reimbursed through a grant, insurance, or other third-party source and provide

records evidencing such payment or reimbursement.

(iv) For any other relief involving the expenditure of money,

including expenditures for the provision of services, each Plaintiff shall specify the entities that will

make the expenditures, when and how long those entities will make the expenditures, and the nature

of the expenditures, including how they will address any and all alleged harms. Each Plaintiff shall

produce all documents relied upon in identifying or calculating the claimed relief.

(v) Each Plaintiff seeking any form of relief based directly or

indirectly upon allegedly unnecessary prescriptions shall identify those prescriptions, to whom and

by whom the prescriptions were written, the pharmacy that filled each such prescription, whether

the Plaintiff was reimbursed for them, and the Plaintiff’s basis for identifying the prescriptions.

ORD100

83

(c) Affidavit. An affidavit signed by each Plaintiff and its counsel (i)

attesting that the Plaintiff has complied with all requirements of the Fact Sheet attached as Exhibit

A to the Court’s Case Management Order No. 2; (ii) attesting that records have been collected in

compliance with this CMO; and (iii) attesting that all records collected have been produced

pursuant to this CMO. If any of the documents or records described in this Section B do not exist,

the signed affidavit by the Plaintiff and its counsel shall state that fact and the reasons, if known,

why such materials do not exist.

(d) Expert Reports. Each Plaintiff shall serve on counsel for Defendants

a case-specific expert report or reports executed by a qualified expert, under oath, and subject to the

penalties of perjury (a “Case-Specific Expert Report”). The Case-Specific Expert Report shall

include all matter required to comply with Commercial Division Rule 13, New York law, and at

least:

(i) Plaintiff’s Information. The Plaintiff’s name;

(ii) Expert’s Information. The name, professional address, and

curriculum vitae of the expert, including a list of all publications authored by the expert within the

preceding ten (10) years, and the foundation for the expert’s opinion in relation to the expert’s

professional experience;

(iii) Plaintiff’s Records. All records reviewed by the expert in


(iv) Reliance Materials. All materials relied on by the expert in


(v) Locations. If the Plaintiff is asserting a public nuisance claim,

the location(s) where the Plaintiff alleges a public nuisance exists, including with specificity how

ORD100

84

Plaintiff has been affected by such public nuisance and copies of documents relied upon, if any, as

evidence of such alleged effect.

(vi) Subjects of Report(s). The Case-Specific Expert Report(s)

must collectively include all matters on which the expert(s) intend to rely, including but not limited

to the following:

(1) Whether the Plaintiff’s records reviewed by the

expert(s) indicate that the Plaintiff suffered any injury or damage and, if so, the nature of the alleged

injury or damage;


expert(s) indicate the existence of a nuisance and, if so, the nature of the nuisance;


expert(s) indicate that Defendants engaged in any wrongful conduct and, if so, the nature of that

conduct;

(4) An opinion that there is in fact a causal relationship

between the individual Plaintiff’s claims and Defendants’ alleged conduct and the basis for that

opinion;

(5) An opinion quantifying the relief requested by the

Plaintiff, including any “abatement” relief, damages, and statutory penalties, with specific

calculations and evidence for each component of such relief, prepared and sworn/affirmed to by

such expert and subject to the penalties of perjury.

ORD100

85

2. Deadline to comply.

(a) For each Plaintiff with claims pending against Defendants as of the

entry of this CMO, the items required by Section B.1 shall be produced no later than [DATE], or

ninety (90) days after the date such Plaintiff elects not to settle its claims, whichever is sooner.

(b) For each Plaintiff with claims newly filed in or transferred to this

proceeding against Defendants after the entry of this CMO, the items required by Section B.1 shall

be produced no later than ninety (90) days after the case is filed in or transferred to this proceeding.

3. Failure to comply.

(a) Notice of Non-Compliance and Opportunity to Cure. If any Plaintiff

fails to comply with any provision of this Order, Defendants shall provide Plaintiff written notice of

such non-compliance (“Notice of Non-Compliance”) specifying the non-compliance. Upon receipt

of a Notice of Non-Compliance, Plaintiff shall have sixty (60) days to cure its non-compliance

specified in the Notice of Non-Compliance. During the period wherein non-compliance has not yet

been cured, all litigation deadlines applicable to Defendants, including without limitation deadlines

for discovery or to file and serve a pleading or motion responsive to a Plaintiff’s complaint, shall be

held in abeyance.

(b) Failure to Cure. If, after the passage of sixty (60) days of service of a

Notice of Non-Compliance, a Plaintiff fails to cure its non-compliance, upon application by the

Defendants, the Plaintiff’s claims, as well as any derivative claim(s), will be dismissed with

prejudice as against Defendants.

(c) Extensions of Time. The Court, on motion and for good cause shown,

may order an extension of the time to comply with this Order.

ORD100

86

C. Discovery on Statute of Limitations and Other Time-Based Defenses

1. Plaintiffs must, within the time frames established by Section B.2, serve upon

counsel for the Defendants an affidavit signed by the Plaintiff and its counsel providing the

following information: (1) the date the Plaintiff first learned that the harms alleged in its complaint

may be related to Defendants’ conduct; (2) how the Plaintiff first learned the harms alleged in its

complaint may be related to Defendants’ conduct; (3) the date the Plaintiff first spoke to or

corresponded with an attorney about potential litigation in this matter; and (4) the date the Plaintiff

first retained counsel for litigation in this matter. Defendants are permitted to serve written

discovery on each Plaintiff related to these topics (and others), and each such Plaintiff must respond

to the discovery prior to any depositions related to these topics, provided that the Plaintiff shall have

at least thirty (30) days to respond to such discovery.

D. Case-Specific Discovery and Related Dispositive Motion Practice

1. If a Plaintiff complies with the production requirements outlined above in

Sections B and C, then the Parties, as applicable, shall submit a proposed Scheduling Order to the

Court that: (a) grants the Parties one-hundred and eighty (180) days from the entry of the

Scheduling Order to conduct discovery on issues raised by the productions; and (b) sets a briefing

schedule that gives the Parties forty-five (45) days from the close of discovery for the Parties to

submit summary judgment motions and Frye motions, twenty-eight (28) days for responses, and

twenty-eight (28) days for replies.

2. During such discovery, the Parties are permitted to: serve written discovery

related to the issues raised by the productions specific to the Plaintiff and take the depositions of

both fact and expert witnesses for the Plaintiff for up to seven hours each, with counsel for

Defendants questioning first at each deposition. If a Plaintiff serves any written discovery upon

ORD100

87

Defendants, the Parties shall meet and confer about an appropriate deadline for responding to such

discovery, which deadline shall be at least sixty (60) days after service of such discovery. The

Court’s use of the term “specific to the Plaintiff” is intended to express the Court’s intention not to

permit additional “generic” discovery against the Defendant at this time. No other depositions may

be taken during the expedited discovery period absent prior leave granted by the Court upon a

showing of good cause.

3. If a case survives the Defendant’s summary judgment motions, the Court will

set a Case Management Conference to determine whether any non-duplicative discovery is

necessary and to discuss other case management issues. Discovery with regard to any other

defendants will be addressed at this time as well. The filing and briefing of summary judgment

motions and Frye motions after the expedited discovery discussed above shall not prejudice or

otherwise foreclose the opportunity for any Party or other defendant to file later, non-duplicative

summary judgment and Frye motions after completing full fact and expert discovery. The Court’s

use of the term “non-duplicative” is intended to express the Court’s intention not to permit later

summary judgment motions concerning topics addressed in summary judgment motions filed at the

conclusion of the expedited discovery period or Frye motions concerning witnesses addressed in

Frye motions filed at the conclusion of the expedited discovery period.

4. The foregoing provisions do not preclude any Party or other defendant from

filing non-duplicative dispositive motions, including motions relating to personal jurisdiction.

SO ORDERED.

Dated: _______________ __________________________ Jerry Gargiulo

Justice

ORD100

ORD103

ORDINANCE ALLOCATING FUNDING FROM THE AMERICAN RESCUE PLAN ACT AND AMENDING THE BUDGETS FOR THE GENERAL, CAPITAL PROJECTS,

AND MISCELLANEOUS SPECIAL GRANTS FUNDS IN ORDER TO ESTABLISH CAPITAL PROJECTS WITHIN THE CAPITAL PROJECTS FUND

The City of Troy, in City Council convened, ordains: Section 1. The City of Troy 2021 budget is herein amended as set forth in Schedule A entitled:

American Rescue Plan Budget Amendment(s) – Draw #3

which is attached hereto and made a part hereof Section 2. The establishment of capital projects entitled:

1. Lansingburgh Firehouse 2. Troy Resource Management Facility

Section 3. This Ordinance will take effect immediately. Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

ORD103

1

\

Office of the Deputy Mayor City Hall


MEMO IN SUPPORT

To: City Council From: ARPA Steering Committee – Mayor Patrick Madden, Council President Carmella Mantello, President

Pro-Tempore Ken Zalewski, Deputy Mayor Monica Kurzejeski and City Comptroller, Andrew Piotrowski Re: Round 3 American Rescue Plan Funding Allocation

Programming Guidelines

Knickerbacker Pool: 1st round $1,500,000

Coordination with CHA, Knickerbacker Association, Planning, Parks and Engineering will coordinate the final construction documents. Anticipate bidding early 2022 with construction to start summer of 2022. Remaining $6,000,000 will be allocated in the 2nd tranche in early 2022 to complete the project.

City Parks: $1,000,000 1st round

Coordination with CHA, Knickerbacker Association, Planning, Parks and Engineering will coordinate the final construction documents and start construction in the spring of 2022. Additional funding to complete more projects on plan put forward by the Planning Department in the fall of 2021. A second round of funding will be allocated in early 2022 with the 2nd tranche.

Education/Workforce: $1,000,000 1st round

Conversations with HVCC have begun to start up an education fund to assist city of Troy residents in seeking education and betterment opportunities. While in those conversations it was highlighted that some of the obstacles to education aren’t necessarily the tuition costs but other situational costs such as living expenses while going to school full time, certification costs, daycare costs, books and transportation. It is desired to have this fund be able to assist residents in these types of costs based on need in addition to any tuition costs that aren’t covered through other scholarship opportunities.

In addition, there is another opportunity for Workforce Development with the Capital District Workforce Initiative (Brian Williams). Currently we are working on the DOL Troy Grant specific to the 18-24 yo age group. An advisory group and focus group has been established and it is desired to continue this initiative for longer term funding and expansion of the program over the next several years. This program goes beyond just “employing” someone; it is meant to find a career path for this age group for sustainable and desired employment.

Phone: (518) 279-7130 Fax: (518) 270-4546 [email protected]

Monica Kurzejeski Deputy Mayor, City of Troy

ORD103

2

A committee consisting of both of these entities, city staff, school districts and community members has been convened and will continue to meet to distribute the funding for the benefit of the greater community.

Business Development: $2,000,000 1st round

Economic Development: $1,000,000

The first is a city wide business investment program including preferred investment initiatives in Lansingburgh, South Troy and the Hillside neighborhoods. This investment would be focused on investing in capital improvements to buildings and rental spaces instead of on operational or equipment costs. Not only would this bring needed investment and improvement in these “tipping point” neighborhoods but it would ensure that the investment stayed in the neighborhoods by bettering the buildings versus the equipment or operational needs of the business itself. The investment could outlast the tenant.

It is anticipated that this committee would consist of the Troy Local Development Corporation, The Rensselaer County Chamber, the Black and Latino Chamber of Commerce, Troy Business Collaborative, The Downtown Troy BID and Council members within the targeted districts. This is a program that will have tremendous community outreach to our business and entrepreneurial community through targeted marketing and community surveys.

American Theatre: $1,000,000

The last funding program is to cover the lost funding for the American Theatre in downtown. This has been a long coming project for the City of Troy that results in an economic ripple through sales tax, employment, tourism and an additional cultural amenity for the residents and visitors to the city.

Affordable Home Ownership: $1,500,000 1st round

We are currently working on the North Central Community Investment Project; a partnership with Troy Community Land Bank and Habitat for Humanity. The larger plan for North Central includes coordination with Troy Housing Authority; but for the purposes of funding through ARPA, the PILOT program is being developed with our Land Bank and the Habitat Program. This initiative is focused on affordable homeownership opportunities not only through Habitat for Humanity but also focus on BIPOC contractors, workforce development and neighborhood improvement through the Legacy City program. There are two blocks of funding for this program over the two years – the first being for the North Central Community and the second for another location either in Lansingburgh or South Troy.

Home Improvement Programs:

Expansion of Lansingburgh Strong Initiative: $500,000

In addition, we would like to work with TRIP on their current initiative in Lansingburgh to expand that program offering to bolster more of the neighborhood investment. Funding is designated for their use.

Home/Property Investment: $1,000,000

This program will need community outreach to determine what exactly the community wants to invest in. Facades? Sidewalks? Unit renovation? HVAC? We will work with the marketing team to determine the best tool

ORD103

3

to get that information. These funds would be allocated to be used by the resident before the end of 2024. TRIP was selected as an administrator so that residents of all economic groups could benefit from the funding.

Youth Programming: Total - $1,310,000 1st round with 2nd round of funding planned.

Recreational Sports are integral to a healthy neighborhood. Their work is often overlooked in providing balance to families but also to what the city has to offer its families and neighborhoods as amenities. Being able to provide additional funding to our VRYOT programs for capital improvements or to cover registration fees for youth will provide much needed funding for improving the quality of these organizations and our youth. ($110,000)

The city is committed to providing a large sum of funding toward the development of a community center in North Central. Ideally this center will be owned and operated by a third party and serve the needs of the families and youth of this integral neighborhood. Community outreach in this district will be critical. Making sure that the residents are heard from that would utilize this facility is imperative to determine where, what and how that is completed. An advisory group consisting of Youth Bureau, 3rd party administrator, City Council member from this district, school district representatives, two youth and two parents from this district will be created. ($1,000,000)

Youth/Family Programming initiatives will be augmented over a four year period with funding set aside for family/youth trips; community outreach to build programming; recreation clubs; parent groups and other programming that might be desired. An advisory group made up of our Youth Program Specialists, Parks Supervisor, Outside Youth Programs (for collaboration), city youth, parents, and the school districts will be created to make sure that the best opportunities are presented that doesn’t conflict or overlap with existing programs. ($200,000)

Childcare Assistance: $500,000

We know that the pandemic created havoc with the school attendance and day care systems due to testing requirements, remote work changes and education changes. Whether less daycare offerings, a need for flexible care options or a need for existing daycares to offset losses due to the pandemic, this funding allocation can be used for incentivizing new centers and to create more flexible options to allow for changes in work or education schedules. This is another program that will need outreach through our marketing efforts and collaboration among the existing providers as well as our business and education community to provide challenges and work on solutions.

Food Access: $900,000

Food deserts are a known issue in Troy. It is something that is actively being worked on through various means including a change in the zoning to create more food access opportunities throughout our neighborhoods. This allocation of this funding begins to address those issues at the street level through corner store initiatives, food delivery options, a Produce Project for Lansingburgh and through expansion of our Capital Roots partner home site and the addition of Bargain Grocery store into a neighborhood that has been in need of this service for decades.

City Programs: $2,336,000

ORD103

4

Funding to complete a review of the TFD operations to make recommendations on the best way forward to operate the department. ($300,000)

Fire Department Overtime costs to provide a dedicated Ambulance unit to the city of Troy for 10 hours per day, 7 days a week for up to a year. Evaluation of the services and call volume will be completed throughout the funding period. ($536,000)

The relocation of the Lansingburgh Firehouse has been under consideration as of late. This funding will provide monies to purchase a possible alternative site and the funds necessary to complete the construction documents to begin work on the house. ($1,000,000)

The Troy Local Development Corporation owns the site of the “Alamo”. The city is looking to purchase this site from the LDC and make infrastructure improvements so that the resource and recycling center can operate optimally as it continues to grow in use. ($250,000)

The Comptroller’s Office has requested GASB funding for the asset plan for the city for several years. This is often noted in our budget and audit reviews and needs to be completed for accounting purposes. ($250,000)

Public Art Program: $250,000 1st round

It is no secret that Troy loves its art whether it is through sculptures, murals, lighting or street painting. To ensure that all neighborhoods are represented in receiving this cultural amenity funding is proposed through ARPA that will be educational, a workforce development opportunity, enhance neighborhoods and also provide a cultural amenity in our neighborhoods.

We are fortunate to have a local partner in the Arts Center that has partnered with us to create a Master Public Art Plan to ensure that art is looked at holistically, inclusively and creatively to afford the best experience. The funding allocations provide monies to the Arts Center for that work. ($100,000 – 1st round)

As the largest public art project in the city, The Uniting Line is just finishing its first phase of the project which was the painting of the piers. The second and third phase of the project will include lighting and place making for the site. Funding will be provided to ensure that these remaining phases are completed as intended as this is a major connectivity project for our neighborhoods. ($150,000 – 1st round)

Tourism: $820,000

Tourism not only provides opportunity to Enjoy Troy for visitors but also for our residents. It creates an additional revenue source for the city and employment opportunities for our residents. Sometimes it is in creating atmosphere to showcase our community; providing events for our residents and visitors; and providing opportunity through new adventures like the film industry and others. This programming will be done through partnerships with the Chamber, TLDC, the BID, the Knickbacker Association and others that will be identified. ($320,000)

Our cultural institutions are integral to the city of Troy. It is well known that they suffered greatly through the pandemic with loss of grant funding, revenues, programming and of course donor support. While many of them took advantage of the business programs that were providing relief during COVID, some of the education and capital program funding that was lost we’d like to provide funding opportunities to replace that lost funding.

ORD103

5

Exposure to arts and culture is imperative to create a well-rounded community and provide opportunity to arts and culture for everyone. ($500,000)

ORD103


American Rescue Plan A.1000.4089.9000.0000 American Rescue Plan 4,750,000.00 13,616,372.00 18,366,372.00

13,616,372.00

Interfund Transfers A.9950.0900.9000.0000 Capital Projects Fund 2,500,000.00 3,750,000.00 6,250,000.00Interfund Transfers A.9950.0908.9000.0000 Miscellaneous Special Grants Fund 0.00 9,866,372.00 9,866,372.00

13,616,372.00

0.00

Knickerbacker Pool H.0000.5031.0651.9000 Interfund Transfers - ARP 0.00 1,500,000.00 1,500,000.00Park Improvements H.0000.5031.0675.9000 Interfund Transfers - ARP 0.00 1,000,000.00 1,000,000.00

Lansingburgh Firehouse H.0000.5031.0682.9000 Interfund Transfers - ARP 0.00 1,000,000.00 1,000,000.00Troy Resource Management Facility H.0000.5031.0683.9000 Interfund Transfers - ARP 0.00 250,000.00 250,000.00

3,750,000.00

Knickerbacker Pool H.7110.0204.0651.9000 Facilities Upgrades & Improvements 0.00 1,500,000.00 1,500,000.00Park Improvements H.7110.0204.0675.9000 Facilities Upgrades & Improvements 0.00 1,000,000.00 1,000,000.00

Lansingburgh Firehouse H.3410.0204.0682.9000 Facilities Upgrades & Improvements 0.00 1,000,000.00 1,000,000.00

Total General Fund Budget Expenditure Increase


Capital Projects Fund

Revenues

Total Capital Projects Fund Revenue Increase

Expenditures

American Rescue Plan Budget Amendment(s) – Draw #3

General Fund

Revenues

Total General Fund Budget Revenue Increase

Expenditures

Schedule A


Troy Resource Management Facility H.8160.0204.0683.9000 Facilities Upgrades & Improvements 0.00 250,000.00 250,000.00

3,750,000.00

0.00

American Rescue Plan CM.0000.5031.9000.0000 Interfund Transfers 0.00 9,866,372.00 9,866,372.00

9,866,372.00

Other General Government Support CM.1989.0400.9000.0001 Contractual Expenditures 0.00 250,000.00 250,000.00Other Education CM.2989.0400.9000.0000 Contractual Expenditures 0.00 1,000,000.00 1,000,000.00

Fire CM.3410.0103.9000.0000 Overtime 0.00 498,255.00 498,255.00Fire CM.3410.0400.9000.0000 Contractual Expenditures 0.00 300,000.00 300,000.00Fire CM.3410.0806.9000.0000 Social Security 0.00 38,117.00 38,117.00

Other Health CM.4989.0400.9000.0000 Contractual Expenditures 0.00 500,000.00 500,000.00Other Economic & Development CM.6989.0400.9000.0001 Contractual Expenditures 0.00 1,000,000.00 1,000,000.00Other Economic & Development CM.6989.0400.9000.0002 Contractual Expenditures 0.00 1,000,000.00 1,000,000.00Other Economic & Development CM.6989.0400.9000.0003 Contractual Expenditures 0.00 900,000.00 900,000.00

Other Culture & Recreation CM.7989.0400.9000.0001 Contractual Expenditures 0.00 110,000.00 110,000.00Other Culture & Recreation CM.7989.0400.9000.0002 Contractual Expenditures 0.00 200,000.00 200,000.00Other Culture & Recreation CM.7989.0400.9000.0003 Contractual Expenditures 0.00 250,000.00 250,000.00Other Culture & Recreation CM.7989.0400.9000.0004 Contractual Expenditures 0.00 500,000.00 500,000.00Other Culture & Recreation CM.7989.0400.9000.0005 Contractual Expenditures 0.00 300,000.00 300,000.00Other Culture & Recreation CM.7989.0400.9000.0006 Contractual Expenditures 0.00 20,000.00 20,000.00

Other Home & Community Services CM.8989.0400.9000.0001 Contractual Expenditures 0.00 1,500,000.00 1,500,000.00Other Home & Community Services CM.8989.0400.9000.0002 Contractual Expenditures 0.00 1,500,000.00 1,500,000.00

9,866,372.00

0.00

Total Miscellaneous Special Revenue Fund Expenditure Increase

Net Impact On Miscellaneous Special Revenue Fund


Total Capital Projects Budget Expenditure Increase

Net Impact On Capital Projects Fund

Miscellaenous Special Revenue Fund

Revenues

Total Miscellaneous Special Revenue Fund Revenue Increase

Expenditures

RES89

RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH THE RENSSELAER COUNTY HISTORICAL SOCIETY (DBA THE HART

CLUETT MUSEUM) TO PLACE CERTAIN CITY RECORDS ON LONG TERM DEPOSIT

WHEREAS, the City of Troy has possession of numerous records of historic importance that are fragile in nature and currently being stored in a manner that is not conducive to their long term preservation and that makes it difficult for researchers to have access to them; and WHEREAS, it is in the best interest of the current residents and future generations of the City of Troy that these records be properly preserved, indexed, digitized, and accessible to the public; and

WHEREAS, NYS Arts and Cultural Affairs Law §57.07 authorizes the local government

historian to “promote the establishment and improvement of programs for the management and preservation of local government records with enduring value for historical or other research”; and

WHEREAS, in accordance with NYS Arts and Cultural Affairs Law §57.07, Kathryn

Sheehan is the Historian for the City of Troy and Rensselaer County; and WHEREAS, Kathryn Sheehan and the other staff at the Rensselaer County Historical

Society (DBA The Hart Cluett Museum) have the necessary expertise to ensure the preservation of these records and to make said records available to the public for educational and research purposes.

NOW, THEREFORE, BE IT RESOLVED, that the Troy City Council hereby

authorizes the Mayor to enter into an agreement with the Rensselaer County Historical Society (DBA The Hart Cluett Museum) to place the records itemized on the attached inventory on deposit in accordance with the terms attached hereto and made a part hereof; and

BE IT FURTHER RESOLVED, that the Troy City Council encourages the Records

Management Officer and other City staff to work with the City Historian and other staff at the Rensselaer County Historical Society (DBA The Hart Cluett Museum) to continue to identify additional archival records in the possession of the City of Troy that should be placed on deposit. Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

City Hall, 433 River Street, Troy, New York 12180 Phone: 518-279-7134. Email: [email protected]

To: Mayor Patrick Madden and Troy City Council From: Mara Drogan, City Clerk Date: November 5, 2021 Re: City Records to Hart Cluett Since I started working at City Hall, I have been talking about with Kathy Sheehan, Stacy Draper, former director Karin Krasevac-Lenz, and new director Starlyn D'Angelo about putting the City’s historical records on deposit at the Hart Cluett, where they will be properly preserved, indexed, digitized, and accessible to the public. While there are many records that could ultimately be placed on deposit there, for the time being, we’d like to work with records that most urgently in need of attention – the old burial records sitting on the file cabinets in the Engineering Department, a stack of atlases currently sitting in a storage closet, and an old book of theater licenses [1950-1990s] and another of old plumbing licenses [1890s-1940s] from my office. Aaron Vera, the City Engineer, and Heather Mulinio, the Records Management Officer, are both in support of this proposal.

Trustees Mark Shipley

President

Nicole Van Slyke Vice President

William G. Carey Jr. Secretary

Pat O'Bryan Treasurer

Julian Adams Jody Brooks Doug Bucher Jennifer Burns Phyllis Conroy Christopher Eastman William Hessney Christina S. Kelly Vincent Lepera Barbara McCandless Tonya Moutray Michele Phillips Patrick Pigott Sharon Robinson Beth Schroeder Chris Ward

Agreement between the City of Troy, 433 River Street, Troy, NY, 12180 and the Rensselaer County Historical Society (DBA Hart Cluett Museum), 57 Second Street, Troy, NY 12180 By this agreement the Rensselaer County Historical Society (RCHS) accepts the manuscript/archive collection of the City of Troy, NY, as a long-term deposit in the Dean P. Taylor Research Library of the RCHS. The City of Troy, NY Collection (hereafter the Collection) is all the material listed in the attached inventory. The RCHS agrees to accept the above collection from the City of Troy, NY based upon the following stipulations:

1. The Collection shall remain on deposit with the RCHS for a minimum of ten (10) years from the date of this agreement.

2. Upon the expiration of the ten (10) years, the deposit term shall automatically renew for subsequent periods of the same length as the initial term unless either party gives the other written notice of termination at least ninety (90) days prior to expiration of the then-current term.

3. The Collection shall be made accessible for research to researchers using the library of the RCHS under the usual rules for research in that library during regularly scheduled hours of operation.

4. The City of Troy, NY shall be able to borrow items from the Collection for exhibit at the City of Troy, NY, or for other municipal purpose, under the usual terms of loan of the RCHS. (See attached sample Loan Agreement.) RCHS may loan items from the City of Troy, NY Collection under the usual terms of loan for exhibit of the RCHS.

5. When agreement about the terms of the deposit is reached, the Curator/Archivist of the RCHS shall meet with a member of the City of Troy, NY to finalize the items to be placed on deposit using the above-named Inventory.

6. The RCHS will be allowed, but not required, to scan, photograph, and digitize, and to prepare finding aids and catalog records for the items received on deposit from the City of Troy, NY.

7. The City of Troy, NY retains the rights of ownership and publication of any material in the Collection, except as noted. Reproduction of material must include acknowledgement of City of Troy’s ownership of the material.

RES89

Trustees Mark Shipley

President

Nicole Van Slyke Vice President

William G. Carey Jr. Secretary

Pat O'Bryan Treasurer

Julian Adams Jody Brooks Doug Bucher Jennifer Burns Phyllis Conroy Christopher Eastman William Hessney Christina S. Kelly Vincent Lepera Barbara McCandless Tonya Moutray Michele Phillips Patrick Pigott Sharon Robinson Beth Schroeder Chris Ward

8. Any fees collected for the reproduction of material (i.e., photocopying, photography, scanning) in the Collection will be kept by the RCHS.

9. Both the RCHS and the City of Troy will work together to preserve and care for the manuscript/archive collection of the City of Troy, NY according to current best practices for the types of materials included in the deposit, whether they are held at RCHS or borrowed back by the City of Troy, NY for exhibit at the City of Troy, NY or for other municipal purposes as stated in Item 4.

This agreement will become effective upon the signing of the agreement by authorized representatives of the RCHS and the City of Troy, NY.

Signed by:

For the City of Troy, NY Title Date:

For RCHS Title Date:

RES89

1

Inventory of City Hall Records to be considered for deposit at the Hart Cluett Museum

(Rensselaer County Historical Society) Research Library

Compiled by Mara Drogan, Troy City Clerk, and Kathryn Sheehan, Troy City Historian

CEMETERY RECORDS

Item

No. Description

1 Manilla Envelope containing loose receipts for burials and indentures, family plot plans and deeds for burial plots, various dates 1880-1960’s Condition: Poor.

2 Internments Record Book: 1928-1953 For Old and New Mount Ida Cemetery Condition: Poor, Cover detached from spine, multiple torn pages.

3 Ledger: Cemetery index, No date. Alphabetized, does not list which cemetery the burials belong to. Condition: Poor, front and back cover are torn, multiple pages are torn or missing.

4 Ledger: New Mount Ida Cemetery, 1919-1928 Condition: Spine is torn, multiple pages, torn or missing,

5 Ledger: Old Mount Ida and New Mount Ida Cemetery. Note Names entered in ledger, dated May 9th, 1837, up to 1970 Condition: Cover intact, pages all appear to be intact.

6 Ledger: Alphabetical listing of burials in the Old and New Ground showing old and new cemetery lots and lot numbers, not dated. Condition: Edges of cover are frayed but intact. Interior pages are intact as well.

7

Ledger: Index New Mt Ida Cemetery. Not dated. List deceased, year of death, location, and age at death. Condition: Cover is intact, ledger book is in reasonably good Condition, no evidence of missing pages.

8

Ledger: Commenced to copy the deeds in this book August 17, 1877 by R. S. Sheldon Age Sixty Six. Finished this book August 13, 1878 for Old Mount Ida and New Mount Ida Cemetery. Condition: Cover is detached from the ledger; interior pages are intact.

9 Ledger Record of Internments March 1st, 1833 – June 28, 1850 Condition: Cover detached from spine, multiple pages torn

10 Ledger. Record of Internments Troy Burial Grounds 1850-1864 Condition: Cover is detached from spine, Multiple pages torn.

11 Ledger. Record of Internments Troy Burial Grounds January 1st 1865-Nov 30 1875 Condition: cover detached, multiple pages frayed.

12 Ledger: Record of Internments Troy Burial Grounds 1875-1891 Condition: cover torn from spine, multiple pages frayed

RES89

2

DIRECTORIES, ATLASES, AND OTHER RECORDS

Item

No. Description

13

Troy City Directory, 1861. Includes Business Directory and other Miscellaneous Matter, Also Directories of West Troy, Green island and Lansingburgh Volume Thirty Three, Published by Adams, Sampson and Co. and Young and Benson, Booksellers and Stationers No 216 River Street, Troy, NY Condition: front cover missing, back cover detached from spine.

14

Troy City Directory, 1862. Includes Lansingburgh, West Troy and Green Island includes business directory, and record of city government, its institutions etc. Volume 34. Published by Adams, Sampson & Co. and Young and Benson Booksellers and Stationers, 216 River Street, Troy. NY. Condition: cover has detached from spine, turned pages, some tears

15 Troy City Directory, 1873-74. (partial directory) Condition: no covers, many pages missing or torn.

16 Troy General Directory, 1935 (partial directory). Condition: cover missing, pages missing, multiple pages torn.

17

First Annual Report of the Commissioner of Public Works to the Mayor of the City of Troy for the year 1900. Published by Troy Times Art Press, Broadway and Third Streets, 1900 Condition: spine is torn but intact, corners are frayed, and leather binding has worn away. Several loose pages on the inside of the book.

18

Sixty Fourth Annual Financial Report being the Eighteenth of the Comptroller showing the present condition of the debts and finances and the receipts and expenditures for the City of Troy, NY for the fiscal year ended February 28th, 1889 Printed in Troy Edward Green, Printer, 214 River Street, Troy, NY 1889. Condition: spine is worn, with tears at the base. Corners are frayed, inside torn pages.

19

29th Annual Comptroller’s Report Showing Condition of the Debts, Finances, Receipts and Expenditures of The City of Troy, NY for the year 1899 during the incumbency of James W. Coffey. Compiled and presented Le Roy Rickerson Comptroller. Condition: cover is detached from spine, loose pages interior of book.

20

Thirty-Ninth Annual Comptroller’s Report of the City of Troy, NY Showing condition of the Debts, Finances Receipts and Expenditures for the Year 1909. Presented and Prepared by Hiram W Gordinier, Comptroller. Condition: spine is worn, red leather stains on interior pages.

21

City Clerk’s Certificates of Competency Receipt Book, Supervising Board of Plumbers and Plumbing, 1893-1962. Condition: spine is worn, with tears at the base. corners are frayed. Binding mostly intact, some loose and worn pages, some foxing.

22 City Clerk’s Theater Licenses Receipt Book, 1950-1999. Condition: spine is worn with tears. Binding intact, two loose licenses and several loose memo, some foxing.

RES89

3

23 Insurance Map Book for Troy NY and surrounding areas, Sanborn Company, 1955. Condition: binding is deteriorated, but individual pages are in plastic sleeves, paper shows some foxing, worn edges

24 County Atlas of Rensselaer, F.W. Beers, 1876. Condition: very poor. Torn binding, loose, deteriorated pages

25 Map [atlas] of the City of Troy, West Troy, and Green Island, William Barton, 1869. Condition: loose binding, pages are worn, some foxing.

26 Atlas of the City of Troy, G.M. Hopkins, 1881. Condition: loose binding, deteriorated pages, some patched with old adhesive tape

27 Atlas of the City of Troy, G.M. Hopkins, 1881 [second copy]. Condition: loose binding, pages intact, worn edges & some foxing

28 Insurance Maps of Lansingburgh, Sandborn-Perris Map Co., 1897. Condition: binding is worn and torn, pages somewhat loose but in fair condition.

29 3 mounted plates: Part of Ward 5, Part of Ward 9, Parts of Wards 6, 9, & 12. Not dated. Condition: worn edges, foxing and water stains

30 Insurance Maps of Troy, 2 Volumes, Sandborn Map Co., 1904. Condition: broken bindings, water damage

31 Atlas of City of Troy & Vicinity, William Barton, 1858. Condition: was there a previous conservation effort? Pages are adhered to bookcloth. Binding has been repaired with booktape.

RES89

RCHS Outgoing Loan Contract

Borrower Name Contact Name (for institutions) Borrower Address Borrower Phone:

Received from the Rensselaer County Historical Society, the following

item(s) on loan to

for purposes only, subject to conditions 1 2 3 4 5 6 7 stated on the

back of this page:

Item No. Description Value

RES89

The Borrower agrees to the following terms and conditions: 1. To bear the cost of transporting the item to and from the Borrower. 2. To handle and care for these items so that they may be returned to the Rensselaer County Historical Society in the same condition in which they were received. The Borrower agrees to immediately report any damage, breakage or loss of an item. Not to clean, repair, re-mat, remount or in any way alter any borrowed item without the express, written permis-sion of RCHS. The only exception being if, in an emergency, an item requires immediate conservation treatment to pre-vent further damage or complete destruction. In that event and prior to beginning treatment, the Borrower will make every effort to obtain verbal permission from the Curator, or the Director of RCHS. RCHS will confirm its permission in writing. 3. That all items will remain in the possession of the Borrower until returned to the Rensselaer County Historical Society. Packing for return shipment to RCHS must be in the same manner and means as the original shipping. 4. That items may not be photographed without express, written permission from a representative of the Rensselaer County Historical Society. Borrowed items on exhibit will be labeled “Collection of the Rensselaer County Historical Society, Troy, NY” on all appropriate labels, in exhibition catalogs, in press releases and related materials. Borrowed items will not be used for any commercial purposes without specific advance approval of RCHS. 5. That, unless otherwise agreed, it is understood that the objects borrowed are covered door to door by insurance carried by the borrower while in transit and in the borrower’s institution. 6. RCHS reserves the right to inspect the loaned items on the Borrower’s premises during regular visitation hours. 7. RCHS reserves the right to recall any or all of these items on seven (7) days notice. RCHS will examine the item(s) upon return and if any damage is noted a written report will be sent to the Borrower. The Borrower is responsible for notifying RCHS of any change of address, telephone number, or Contact Person. Signed Institution By __________________________________________ Name & Title Loan authorized by ___________________________ _ For RCHS

RES89

RES91

RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH M.M. HAYES CO., INC., FOR THE PURCHASE, MAINTENANCE AND

HOSTING OF TIMEKEEPING SOFTWARE

WHEREAS, the City of Troy requires an electronic timekeeping system; and WHEREAS, New York State has developed a centralized contract with Kronos

Incorporated for electronic timekeeping software that will meet the City’s needs; and WHEREAS, M.M. Hayes Co., Inc., is the exclusive local distributor of Kronos

timekeeping software and provides ongoing maintenance for the software; and WHEREAS, M.M. Hayes Co., Inc., also has the ability to host the software on their

servers creating operational efficiencies for City staff. NOW, THEREFORE, BE IT RESOLVED, that the Troy City Council hereby

authorizes the Mayor to enter into an Agreement with M.M. Hayes Co., Inc., incorporating the essential terms of the statewide umbrella contract developed by the Office of General Services for the purchase, maintenance, and hosting of Kronos timekeeping software for an initial term of one year with the option for an additional one year renewal, the final contract to be in substantial conformity with the Agreements attached hereto as “Exhibit A”, subject to the usual City contract requirements.

Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

RES91




From: Andrew Piotrowski, City Comptroller Re: M.M. Hayes Co., Inc. This resolution authorizes the execution of an agreement with M.M. Hayes Co., Inc., for the purchase, ongoing maintenance and hosting of an electronic timekeeping system. As has been discussed over the course of the last several years, the City currently uses a paper based system for payroll that is outdated, inefficient, and lacking in sufficient internal controls. Funding has been approved by the City Council through the American Rescue Plan to implement an electronic system that addresses all three of these areas of concern. Kronos has been awarded a New York State Contract for timekeeping systems and ongoing maintenance. M.M. Hayes Co., Inc., is the local distributor for this software. Also, M.M. Hayes Co., Inc., provides hosting services outside of the state contract. Procurement for this contract derives from the use of the New York State contract and sole source procurement to M.M. Hayes Co., Inc. If the contract is approved, implementation can begin within the next several months, starting with departments with less complex payrolls (e.g. City Hall). Biometric timeclocks will be used for employees to register their work hours; however, the system does not log anyone’s individual fingerprint. The City has reviewed documentation from Kronos to verify that this does not occur. There will also be kiosks available at different locations for employees to monitor their accrual balances in real-time as opposed to relying on information on their bi-weekly paystubs. While the cost may seem high, it has been proven that when entities convert to a timekeeping system they save up to 2% in payroll costs per year in addition to operational efficiency savings.




Biometric technology has become the standard for verifying an employee’s

identity in the workplace. Kronos® Touch ID® Plus uses the latest in finger-

scanning technology to identify and validate an employee’s true identity,

allowing you to reduce costly buddy punching while protecting employees’

personal information.

The Touch ID Plus builds on the power of the original Kronos Touch ID

technology to deliver a faster, more accurate biometric experience that can that

can scale to populations of 5000 employees per clock. Touch ID Plus supports

both biometric identification and verification and makes major advancements

in the speed, accuracy, and scaling of large employee populations.

The Touch ID Plus option for the Kronos InTouch® terminal uses advanced

finger scanning technology to verify that the employee swiping the badge is in

fact the owner of that badge. You can even eliminate badges altogether and rely

solely on a finger scan.

Lower overpayments caused by buddy punching

Buddy punching is the widespread practice in which one employee punches in another to hide a friend’s lateness or absence. According

to an IDC study, buddy punching has been found to inflate payroll by an average of 2 percent.1 This is a meaningful cost that no

enterprise can afford to ignore. The biometric technology of Touch ID Plus is highly accurate and includes security measures, such as

preventing employees from punching in without a finger scan identification, that are difficult to circumvent.

Payroll represents a significant cost for every organization. Making the effort to manage unnecessary bloat with a reliable data validation

device can pay dividends. The same IDC study found that customers using Kronos InTouch enhanced the accuracy of data collection

and management operations, reducing unnecessary, inappropriate overpayment to employees. The result was an average annual savings

of $14,619 per 100 users.2

KRONOS TOUCH ID PLUSDATASHEET

THE BIOMETRIC

TECHNOLOGY OF KRONOS

TOUCH ID CAN REDUCE OVERPAYMENTS FROM BUDDY PUNCHING, SAVING AN AVERAGE OF 2% OF ANNUAL PAYROLL COSTS.

The Latest in Biometric Technology

1 Randy Perry and Lisa Rowan, Kronos InTouch: Simplifying and Lowering the Costs of Workforce Management (IDC, 2013), 7. Sponsored by Kronos Incorporated.

2 Perry and Rowan, Kronos InTouch, 5.

RES91

Kronos Touch ID Plus: No fingerprints stored

While biometrics can help contribute to a more secure work environment, some employees have raised concerns about the way this

technology may affect their privacy rights. At Kronos, we understand and empathize with privacy concerns. To address the issue, we

developed our biometric technology with the specific intent of making sure employees’ biometric information is safeguarded. Kronos

applications employ encryption and other techniques to protect employee labor and identity information. Biometrics can also help

ensure that only the employee can access his or her personal information.

Unlike integrated automated fingerprint identification systems (IAFIS) used by government agencies for forensic and law enforcement

purposes, Kronos Touch ID Plus technology does not produce fingerprint images. In fact, no images are stored at all with the Kronos

system. Instead, a Kronos InTouch device equipped with Touch ID Plus scans the employee’s finger and converts the scan into a

mathematical representation — creating a finger scan template, which is then stored in an encrypted format. As a result, it’s not possible

to reproduce the original image — which strongly supports employee privacy.

KRONOS TOUCH ID PLUS

OPTIONS FOR VERIFICATION OR IDENTIFICATION

Touch ID Plus is configurable for biometric verification (1:1)

matching or biometric identification (1:n) matching, where n is a

maximum of 10,000 mathematical finger scan templates (up to

5000 employees per InTouch if using the best practice of two per

employee) that are recorded and stored on a limited time and at-

tendance Kronos customer database used solely for employee time

and attendance.

This advanced biometric verification capability can be combined

with either badge swiping or PIN entry to create a solution that

helps further control labor costs, though neither method is re-

quired. Kronos InTouch identifies employees from a known, limited

database of finger scan templates that are stored on the biometric

identification device.

A finger scan template is stored on the terminal when a manager

enrolls an employee finger scan template through an enrollment

process using Kronos InTouch when the Touch ID Plus biometric

device is installed.

FINGER SCANNING FOR ACCURACY AND INTEGRITY

In addition to maintaining employee privacy, Kronos Touch

ID Plus finger-scanning technology is accurate and provides

security measures that are difficult to circumvent. For example,

the fingertip sensor includes a dynamic optimization feature

that provides a high scanning resolution, which in turn

produces very low false acceptance rates.

ROBUST TECHNOLOGY. The optical sensor technology

offers longer lifetime and enhanced resistance to electrostatic

discharges, scratches, and shocks.

RES91

© 2015, Kronos Incorporated. Kronos, the Kronos logo, Kronos Touch ID, and Kronos InTouch are registered trademarks and Workforce Innovation That Works is a trademark of Kronos Incorporated or a related company. All other product and company names are used for identification purposes only and may be the trademarks of their respective owners. All specifications are subject to change. All rights reserved. CV0329-USv3

Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 +1 800 225 1561 +1 978 250 9800 www.kronos.com

KRONOS TOUCH ID PLUS

Base hardware required The Kronos InTouch H3 or higher is required

Resolution 500 dpi

Active Sensor Area 14 mm x 22 mm

Dimensions (InTouch dimen-sions with Touch ID Plus option installed)

Slim Enclosure: 10.00” wide x 6.25” high x 2.5” deep

Standard Enclosure: 10.00” wide x 6.25” high x 4” deep

Storage capacity5,000 employees with one or two finger-scan templates

(nonvolatile memory)

Security levels — biometric verification

Variable from None to High

Security levels — biometric identification

Variable from Normal to High

Biometric verification 1:1

Biometric identification 1:10,000 based on high security

False acceptance rate (FAR) Adjustable to 10-8

Verification time ~ 1 second

Identification time ~ 2 seconds

Enrollment time Approximately 1 minute

TOUCH ID PLUS SPECIFICATIONS

RES91

M.M. Hayes Co., Inc. • The Sage Estate • Albany, NY 12204 • 518.459.5545 • 518.459.5593 fax • www.mmhayes.com

Quote #: 1022.21.02 Order Type:Expires: 20-Jan-2022 Date:Prepared By: John C. Hayes Page: Bill To: City of Troy Ship To:

433 River St.Troy, NY 12180

Attention: Accounts Payable Contact:Phone:Email:

Hardware & Software Net 30 FOB:Professional Services Billed as Delivered Freight Term:Annual Maintenance Due 90 Days from Contract Signature

SOFTWAREPart # License/Qty Unit Price Total Price

8800079-000 650 59.00 38,350.008800082-000 100 462.00 46,200.008800080-000 650 51.00 33,150.008800081-000 150 40.00 6,000.008800187-000 15 8.00 120.008800188-000 80 65.00 5,200.008800089-000 650 17.00 11,050.008800091-000 650 Included

Subtotal $140,070.00(35,018.00)(14,007.00)

Total Price $91,045.00

HARDWAREItem # Qty Unit Price Total Price

8610000-001 26 3,595.00 93,470.008610012-001 26 1,200.00 31,200.00

Subtotal $124,670.00(24,934.00)(12,467.00)


PROFESSIONAL SERVICES Hours Price/Hr Total Price

64.0 180.00 11,520.0064.0 180.00 11,520.0096.0 180.00 17,280.0040.0 180.00 7,200.0016.0 180.00 2,880.00


SUPPORT SERVICESDuration Total Price

1 YR 30,815.001 YR 7,150.00

Subtotal $37,965.00(9,491.00)


QUOTE SUMMARY

Subtotal 91,045.00Subtotal 87,269.00Subtotal 50,400.00Subtotal 28,474.00

$257,188.00

OPTIONAL HOSTED SERVICESDuration Total Price

1 YR 15,750.00Total Price $15,750.00

Standard US22-Oct-20211

City of Troy433 River St.Troy, NY 12180

Shipping PointPrepay & Add

NYS Contract # PM68156

Payment Terms:

Selena Skiba(518) [email protected]

10 Four Hour Manager Training (Limit 12 Per Class)2 Eight Hour Administrative Level Training Classes

Item Annual Maintenance on the Above Software

Kronos InTouch DX with Bar Code Badge ReaderKronos Touch ID Plus Biometric Option for InTouch DX

Less NYS Contract DiscountLess Additional MM Hayes Hardware Discount if Ordered By 12-22-2021

Application Consulting EstimateSoftware Configuration Estimate

Project Management EstimateItem

Item Kronos Workforce Central Timekeeper v8.1 Licenses

Kronos Workforce Central Primary InterfaceKronos Workforce Central Secondary Interface

Item

Kronos Workforce Central Manager LicensesKronos Workforce Central Absence Manager Licenses

Kronos Workforce Mobile EmployeeKronos Workforce Mobile Manager

Less NYS Contract DiscountLess Additional MM Hayes Software Discount if Ordered By 12-22-2021

Kronos Workforce Central Employee Self-Service Licenses

Annual Maintenance on the Above Hardware

Less NYS Contract Discount

Please Note: Regarding Professional Services:In the event City of Troy exceeds these estimates, MM Hayes agrees to cap services at 1.5x the estimated quote.

Item Annual Hosting Services in AWS Cloud to Include Service Packs and Upgrades

SoftwareHardwareProfessional Services

Description

Grand TotalSupport Services

RES91


MM HAYES SALES AGREEMENT AND KRONOS SOFTWARE LICENSE

Customer and MM Hayes agree that the terms and conditions contained in Section A of the Agreement apply to any Equipment, Software, and other items specified on page 1 of this Agreement. In addition to the terms and conditions in Section A of this Agreement, Section B applies to the Software, if any, and to the firmware contained in or downloaded to the Equipment, if any, specified on page 1 of this Agreement.

Section A. TERMS AND CONDITIONS APPLICABLE TO EQUIPMENT, SOFTWARE, AND OTHER ITEMS

1. Approval: All orders are subject to the approval of M.M. Hayes Co., Inc. corporate office in Albany, New York and cannot be canceled.

2. Payment: Software and Hardware Net 30. Professional Services billed monthly as delivered and due Net 30. Maintenance due 90 days from contract signature.

3. Limited Warranty: Kronos warrants that all Kronos Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from the date of shipment. The warranty is extended to customer only and shall not apply to any Equipment (or parts thereof) or Software media in the event of:

(a) Damage, defects, or malfunctions resulting from misuse, accident, neglect, tampering (including modifications or replacements of any Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress, or causes other than normal and intended use.

(b) Failure of Customer to provide and maintain a suitable installation environment.

(c) Malfunctions resulting from the use of badges or supplies not approved by MM Hayes.

EXCEPT AS PROVIDED ABOVE, THE PARTIES AGREE THAT ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.

4. Limitations of Liability: Customer’s sole remedy, and the sole liability of MM Hayes, for any breach by MM Hayes shall be to repair or replace, at MM Hayes’ option, any parts or labor, provided that the Kronos Equipment and Software media have been installed, maintained, and used in accordance with Kronos requirements and have not been subject to abuse or tampering. IN NO EVENT WILL KRONOS OR MM HAYES BE LIABLE FOR LOST PROFITS, LOST DATA, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING, OR CUSTOMER’S USE OF, OR INABILITY TO USE, ANY EQUIPMENT, SOFTWARE, OR SERVICES PROVIDED FOR IN THIS AGREEMENT.

5. General:

(a) This Agreement shall be governed by New York law and Customer agrees to submit to the exclusive jurisdiction of the New York Courts.

(b) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect.

(c) Customer shall not assign this Agreement or the License to the Software without prior written consent of Kronos and any purported assignment, without such consent, shall be void.

(d) Neither party shall be liable for failure or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm, or other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or delays.

(e) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to MM Hayes, to the MM Hayes address on the front of the Agreement, or if to Customer, to the billing address on the front of this Agreement.

(f) Customer understands that any export of the Equipment or Software may require an export license and Customer assumes full responsibility for obtaining such license.

(g) No action, regardless of form, may be brought by either party more than one (1) year after the cause of action has arisen, except that an action for nonpayment may be brought by MM Hayes within two (2) years after the Customer’s last payment.

(h) This Agreement supersedes all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties.

Section B. TERMS AND CONDITIONS APPLICABLE TO THE SOFTWARE ONLY

1. License Terms: Kronos/MM Hayes owns or has the right to license the Software. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below.

Kronos/MM Hayes grants to Customer a non-exclusive, nontransferable license to use the Software. The License may be terminated by Kronos by written notice to Customer upon any material breach of this Agreement by Customer. The License is subject to all of the terms of this Agreement, including those set forth below:

(a) Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer. Limitations may include the number of employees, manager licenses, Software product modules, Software features, computer model and serial number, and/or the number of terminals to which the Software is permitted to be connected. Customer agrees to 1) use the Software only for the number of employees, simultaneous users, computer model, and serial number, and/or terminals permitted by the applicable license fee; 2) use only the product modules and/or features permitted by the applicable licensee fees; and 3) use the Software only in support of Customer’s own employees, manager licenses, terminals, product modules, features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to or otherwise permit the use of the Software (including timeshare of networking use) by any third party. Customer may not provide service bureau or other data processing services that make uses of the Software without the express prior written consent of Kronos.

(b) Customer may use the computer programs included in the Software (the “Programs”) in object code form only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code.

RES91


(c) Customer may copy the Programs as necessary to load and execute the Programs and for backup purposes only. All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this License, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary right notices contained in the Programs as delivered to the Customer.

(d) In the event that Kronos/MM Hayes supplies updates, corrections, modifications, new versions, or new releases of the Software (collectively referred to as “Updates”) such Updates shall be part of the Software and the provisions of this License shall apply to such Updates and to the Software as modified thereby.

(e) Customer may terminate this License at any time by returning to MM Hayes the original copy of the Software and destroying all other copies of the Software. Upon termination of this License by MM Hayes, Customer will return the original Software to MM Hayes and destroy all other copies of the Software.

(f) If Customer is licensing Workforce iSeries, the following additional terms shall apply:

Upon Customer’s request and full payment of all license fees, Kronos shall license to Customer, for Customer’s internal use only, the source code for the Workforce/iSeries application programs licensed to Customer under this License. All of the terms and conditions specified in this Agreement for object code shall also apply to the source code. Customer acknowledges and agrees that the Software, all source code, object code, and algorithms relating thereto, all user interface screens generated by the Software and source code, and all copyright, trade secret, and other proprietary rights therein, are and shall remain the sole and exclusive property of Kronos. Customer agrees that it shall not disclose or otherwise make available to third parties the Software unless such disclosure is necessary for Customer’s permitted use of the Software. Furthermore, Customer must obtain Kronos’ written consent to any such disclosure and any party must agree in writing to be bound by the terms contained herein.

MAINTENANCE AGREEMENT

Customer and M.M. Hayes Co., Inc. (“MM Hayes”) agree that the terms and conditions contained in Section A of this Agreement apply to maintenance for any Kronos Hardware (“Equipment”), Kronos Standard Software, and Custom Software specified on the front of this Agreement. In addition to the terms and conditions in Section A of this Agreement, (a) Section B terms and conditions apply to the Equipment, if any, specified on the front of this Agreement; (b) Section C applies to the Standard Software, if any, specified on the front of this Agreement; and (c) Section D applies to the Custom Software, if any, specified on the front of this Agreement.

A. TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE OF EQUIPMENT, STANDARD SOFTWARE, AND CUSTOM

SOFTWARE.

1. a. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue for an initial term of twelve (12) months. This Agreement shall automatically renew for additional one year terms on the anniversary date of its commencement, unless either party notifies the other in writing thirty (30) days prior to that anniversary renewal date.

b. Service Coverage Period and MM Hayes Response Time. Service/Equipment: 8:00 a.m. to 6:00 p.m., ET, Monday through Friday, excluding MM Hayes holidays, with an average response time of two (2) business hours. Depot exchange maintenance for hardware not to exceed three business days.

2. PAYMENT. Customer shall pay annual maintenance charges in advance, at least thirty (30) days prior to commencement of the initial or any renewal term. Customer agrees to pay all taxes levied or based on the service or other charges hereunder, including state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by MM Hayes, exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent (1%) per month of any overdue amounts, but not in excess of the rate allowed by law. After the one year initial term of this Agreement, annual maintenance charges and the Service Coverage Period are subject to change by MM Hayes with thirty (30) days advance written notice to Customer. However, MM Hayes may increase annual maintenance charges without providing Customer written notification of such increase.

3. Addition of Equipment, Standard Software, or Custom Software. Additional Equipment, Standard Software, and/or Custom Software purchased by Customer during the initial or any renewal term shall be added to this Agreement at the same maintenance option as the existing Equipment, Standard Software, or Custom Software. Customer agrees to pay the prorated charges for such addition and any such addition shall be automatically renewed as provided in this Agreement.

4. Maintenance Exclusions and Maintenance Discontinuance. Maintenance service does not include repair of damages or replacement of spare parts resulting from:

a. Any cause external to the Equipment, Standard Software, or Custom Software including, but not limited to, electrical work, fire, flood, water, wind, lightning, or transportation;

b. Customer’s failure to continually provide a suitable installation environment including, but not limited to, adequate electrical power;

c. Customer’s improper use, relocation, management, or supervision of the Equipment, Standard Software, or Custom Software or other failure to use the Equipment, Standard Software, or Custom Software in accordance with Kronos specifications;

d. Customer’s repair, attempted repair, or modification of the Equipment, Standard Software, and/or Custom Software without prior authorization from MM Hayes;

e. Customer’s use of the Equipment, Standard Software, or Custom Software for purposes other than those for which they are designed or the use of accessories or supplies not approved by MM Hayes;

f. Customer’s computer or operating environment malfunctions.

Any maintenance, including rebuilds or correction of corrupted files, necessary as a result of Section A.4 (a through f) shall be charged to Customer at the then-applicable MM Hayes preferred Time and Materials rate.

RES91


MM Hayes may discontinue maintenance support for Equipment, Standard Software, or Custom Software upon 180 days written notice to Customer, or at the anniversary date of this Agreement, whichever is longer. If such maintenance is discontinued during the initial or any renewal term of this Agreement, MM Hayes shall provide Customer with a pro-rata refund of any applicable pre-paid maintenance fees.

5. Responsibilities of Customer. Customer agrees (a) to provide MM Hayes personnel with full, free, and safe access to Equipment, Standard Software, and Custom Software for purposes of maintenance; (b) to maintain and operate the Equipment, Standard Software, and Custom Software in an environment and according to procedures which conform to Kronos specifications; and (c) not to allow maintenance or repair of the Equipment, Standard Software, or Custom Software by anyone other than MM Hayes without prior authorization from MM Hayes.

6. Default. MM Hayes reserves the right to terminate or suspend maintenance service in the event the Customer is in default under this or any other Agreement with MM Hayes and such default is not corrected within fifteen (15) days after written notice. In addition, this Agreement will terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law.

7. Warranty Exclusion. THE PARTIES AGREE THAT ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.

8. Limitation of Liability. Customer’s sole remedy, and the sole liability of MM Hayes, for any breach by MM Hayes shall be repeat performance of any repair, replacement, or maintenance required under this Agreement. IN NO EVENT WILL MM HAYES BE LIABLE FOR: (a) LOST PROFITS, LOST DATA, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (b) DAMAGES CAUSED BY CUSTOMER’S FAILURE TO PERFORM ITS RESPONSIBILITIES. MM Hayes agrees to be liable for personal injury caused solely by the negligence of its employees.

9. General.

a. This Agreement shall be governed by New York law and Customer agrees to submit to the exclusive jurisdiction of the New York courts.

b. The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect.

c. Neither party shall assign this Agreement without the prior written consent of the other, and any purported assignment without such consent shall be void; provided however, that MM Hayes may assign this Agreement to its parent, affiliate, or subsidiary without such written consent.

d. Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including but not limited to war, strikes, lockouts, fire, flood, or storm. Both parties agree to use their best efforts to minimize the effects of such failures or delays.

e. All notices which must be given under this Agreement shall be in writing and sent postage pre-paid, to the MM Hayes address on the front of this Agreement, to the attention of the National Field Service Manager, or if to Customer, to the billing address on the front of this Agreement.

f. This Agreement supersedes all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties.

g. No action, regardless of form, may be brought by either party more than one (1) year after the cause of action has arisen except that an action for non-payment may be brought by MM Hayes within two (2) years after the Customer’s last payment.

B. TERMS AND CONDITIONS APPLICABLE TO EQUIPMENT ONLY.

The following terms and conditions apply only to the Equipment, if any, at the locations(s) specified on the front of this Agreement.

1. Equipment Maintenance. During the Service Coverage Period, MM Hayes will provide maintenance to keep the Equipment in, or restore the Equipment to, good working order. Maintenance will include repair or replacement of parts deemed necessary by MM Hayes. Such replacement parts will be new or reconditioned to perform as new and will be furnished on an exchange basis. Exchanged parts will become the property of MM Hayes. This Agreement does not assure uninterrupted operation of the Equipment. If Customer requests that MM Hayes perform maintenance outside the Service Coverage Period, any such emergency service will be provided, when available, at the MM Hayes preferred Time and Attendance rates and terms then in effect.

During the Service Coverage Period, MM Hayes shall also provide:

a. Priority processing of telephone calls and emails to request service and priority scheduling of on-site maintenance service;

b. Remedial maintenance performed at Customer’s site following telephone notification by Customer to a MM Hayes Customer Support Center that the Equipment is inoperative;

c. Alterations required by Engineering Change Notices that MM Hayes determines are applicable to the Equipment, if installed during the Service Coverage Period; and

d. Preferred billable rates for services that are outside of the scope of this Agreement.

C. TERMS AND CONDITIONS APPLICABLE TO STANDARD SOFTWARE ONLY

The following terms and conditions apply only to the Standard Software, if any, at the location(s) specified on the front of this Agreement.

1. Standard Software Maintenance. During the Service Coverage Period, MM Hayes shall provide:

a. Priority processing of telephone calls and emails to request service and assistance with any MM Hayes supplied applications.

b. Remote diagnostic technical assistance to resolve Standard Software functional problems and user problems.

c. Standard Software revisions, only if provided remotely.

RES91


d. Standard Software version upgrades and enhancements, if within the same or a like operating system as the Software originally covered under this Agreement and if Customer’s operating system and equipment meet minimum system configuration requirements, as determined by MM Hayes. Customer agrees to pay for all labor charges required to install such version upgrades, enhancements and retraining.

e. Preferred billable rates for on-site maintenance, or services that are outside of the scope of this Agreement.

2. Standard Software Exclusions. Any Standard Software maintenance beyond that described in Section C.1 (a) through (e) above shall be charged to Customer at the then-applicable MM Hayes preferred Time and Materials rate.

In addition to the exclusions specified in Section A.4 of this Agreement, Standard Software maintenance excludes:

a. Services required for application programs and conversions from products or software not supplied by MM Hayes;

b. Service for MM Hayes Custom Software;

c. Reconfiguration, including changes to work rules, pay rules, or rebuilding of Customer’s database; and

d. On-site support of Standard Software.

D. TERMS AND CONDITIONS APPLICABLE TO CUSTOM SOFTWARE ONLY

The following terms and conditions apply only to the Custom Software, if any, at the location(s) specified on the front of this Agreement. During the Service Coverage Period, MM Hayes shall:

a. Extend the Limited Warranty provided under the Custom Software License Agreement;

b. Retain, for MM Hayes’s own internal use only, the source code for the Custom Software; and

c. Give Customer a twenty five percent (25%) discount on additional Custom Software Services required because of changes in versions of MM Hayes Standard Software which renders the Custom Software obsolete; provided Customer’s operating system and equipment meet minimum system configuration requirements, as determined by MM Hayes.

Any documentation provided to Customer relating to the Custom Software is the confidential and proprietary information of MM Hayes and shall not be transferred, reproduced or is closed to any third party without the prior written consent of MM Hayes.

M.M. HAYES CO., INC.

BY:

NAME: John C. Hayes

TITLE: Vice President

DATE: 10/22/2021

CITY OF TROY

BY:

NAME:

TITLE:

DATE:

RES91

Corning Tower, Empire State Plaza, Albany, NY 12242 | http://nyspro.ogs.ny.gov | [email protected] | 518-474-6717

Contract

THIS CONTRACT (hereinafter “Contract” or “Centralized Contract”) for the acquisition of Information Technology Commodities and/or Services is made between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (hereinafter “State” or “OGS”) whose principal place of business is the 41st Floor, Corning Tower, The Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242, and Kronos Incorporated (hereinafter “Contractor”), with offices at 297 Billerica Rd. Chelmsford, MA 01824. The foregoing are collectively referred to as the “Parties.”

WHEREAS, in the April 11, 2017 edition of the New York State Contract Reporter, OGS advertised the availability of a Periodic Recruitment Solicitation (“First Periodic Recruitment Solicitation”) for manufacturers that provide Information Technology Commodities and Services; and WHEREAS, the First Periodic Recruitment Solicitation set forth the minimum administrative and technical requirements that a vendor must meet to be eligible for consideration to receive an award and was structured with four separate lots: Lot 1–Software, Lot 2–Hardware, Lot 3–Cloud and Lot 4–Implementation Services; and WHEREAS, Contractor submitted a proposal in response to the First Periodic Recruitment Solicitation, as the same was amended through the procurement process; and WHEREAS, the State evaluated Contractor’s proposal and determined that the Contractor met the minimum administrative and technical requirements for those Lot(s) set forth in Appendix D and that the Contractor’s not to exceed pricing is reasonable; NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations moving to each party hereto from the other, the Parties hereby agree as follows:

RES91

Office of General Services Procurement Services

Group 73600 – Award 22802 Information Technology Umbrella Contracts – Manufacturer Based (Statewide) Page 2 of 50

PM #68156 Kronos Incorporated

TABLE OF CONTENTS Introduction .................................................................................................................. 6

OVERVIEW AND PURPOSE OF THIS CONTRACT ............................................................................................. 6

Contract Scope ............................................................................................................ 6

LOT OVERVIEW ..................................................................................................................................................... 6 Lot 1 – Software .............................................................................................................................................. 6 Lot 2 – Hardware ............................................................................................................................................. 7 Lot 3 – Cloud ................................................................................................................................................... 9 Lot 4 – Implementation Services ................................................................................................................... 10

PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT ................................... 11 SUBSEQUENT PERIODIC RECRUITMENT ....................................................................................................... 11 ESTIMATED SPEND AND QUANTITIES ............................................................................................................ 11 GLOSSARY .......................................................................................................................................................... 11 CONTRACT DOCUMENTS AND CONFLICT OF TERMS .................................................................................. 17 CONTRACT TERM ............................................................................................................................................... 18 DOWNSTREAM PROHIBITION ........................................................................................................................... 18 CONTRACTOR’S INSURANCE REQUIREMENTS ............................................................................................. 18 NEW YORK STATE VENDOR RESPONSIBILITY .............................................................................................. 18 TAX LAW §5-A ..................................................................................................................................................... 19 TOLL FREE NUMBER.......................................................................................................................................... 19 DESIGNATED PERSONNEL ............................................................................................................................... 19

Account Manager .......................................................................................................................................... 19 Contract Administrator................................................................................................................................... 19 Sales Manager .............................................................................................................................................. 20 Billing Contact ............................................................................................................................................... 20 Emergency Contact ....................................................................................................................................... 20

E-RATE ................................................................................................................................................................. 20 NEW YORK STATE RIGHTS ............................................................................................................................... 20

New York State reserves the right to: ........................................................................................................... 20 Authorized User Reserved Rights ................................................................................................................. 20

LIVING WAGE ...................................................................................................................................................... 20 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS ......................... 20 SHORT TERM EXTENSION ................................................................................................................................. 21 PROCUREMENT INSTRUCTIONS ...................................................................................................................... 21 SPECIFICATIONS ................................................................................................................................................ 21 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION ................................................................ 21 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION ................................................ 21 SALES REPORTING REQUIREMENTS .............................................................................................................. 21

Reseller Sales ............................................................................................................................................... 22 Due Date ....................................................................................................................................................... 22

SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK .......................................... 22 Service Reports for Authorized User ............................................................................................................. 22 Service Reports for OGS .............................................................................................................................. 22

RES91




DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES ........................................ 22 OGS CENTRALIZED CONTRACT MODIFICATIONS ......................................................................................... 22 PROMPT PAYMENT DISCOUNTS ...................................................................................................................... 22 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION ............................................................... 23

Conditions of Reseller Participation .............................................................................................................. 23 Designation of Resellers ............................................................................................................................... 23 Responsibility for Reporting/Performance..................................................................................................... 23 Applicability of Contract Terms ..................................................................................................................... 23 Condition for Responding to Authorized User Request for Quote ................................................................ 23

PURCHASE ORDERS AND INVOICING ............................................................................................................. 24 PAYMENTS .......................................................................................................................................................... 24 DISCRETIONARY SPENDING ............................................................................................................................. 24 MAINTENANCE AND SUPPORT PROVISIONS ................................................................................................. 25

Maintenance/Support Agreement Provisions ................................................................................................ 25 Maintenance/Support of Product ................................................................................................................... 25 Obligations .................................................................................................................................................... 25 Right to Refuse/Discontinue Maintenance/Support ...................................................................................... 25 Maintenance/Support Agreement Contract Price Survival............................................................................ 25 Legacy Maintenance/Support ....................................................................................................................... 25 Maintenance/Support Responsibility ............................................................................................................. 26 Maintenance/Support Service Sheets ........................................................................................................... 26 Remote Administration, Maintenance and Support ...................................................................................... 26

PRE-INSTALLATION SITE VISITS ...................................................................................................................... 26 NEW YORK STATE STATEWIDE FINANCIAL SYSTEM ................................................................................... 26 PARTICIPATION IN CENTRALIZED CONTRACTS ........................................................................................... 27 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE .... 27 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS .................................... 27

Lot 1 – Software and Lot 2 – Hardware ........................................................................................................ 27 Lot 4 - Implementation................................................................................................................................... 27

PREFERRED SOURCE PRODUCTS .................................................................................................................. 27 TRADE-INS ........................................................................................................................................................... 28 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES ............................... 28 RECALLS ............................................................................................................................................................. 28 AMERICANS WITH DISABILITIES ACT (ADA) .................................................................................................. 28 DIESEL EMISSION REDUCTION ACT ................................................................................................................ 28 POOR PERFORMANCE ...................................................................................................................................... 29 MERCURY ADDED CONSUMER PRODUCTS ................................................................................................... 29 SURPLUS/TAKE-BACK/RECYCLING ................................................................................................................ 29 USE OF RECYCLED OR REMANUFACTURED MATERIALS ........................................................................... 29 ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 ............................................................... 30 BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS ................................................................. 30 EPA ENERGY STAR PROGRAM ........................................................................................................................ 30 NO DRUGS OR ALCOHOL .................................................................................................................................. 30 TRAFFIC INFRACTIONS ..................................................................................................................................... 30 NOTICES .............................................................................................................................................................. 30

RES91




ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE .................. 31 CAPTIONS ............................................................................................................................................................ 31 SEVERABILITY .................................................................................................................................................... 31 PERFORMANCE OF SERVICES ......................................................................................................................... 31 REMOVAL OF RECORDS FROM PREMISES .................................................................................................... 31 CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS ........................................................................ 31 CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT .............................................................. 32

Staffing Changes within Authorized User Agreement ................................................................................... 32

ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT 33 EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS

AND SERVICE CONTRACTORS ..................................................................................................................................... 33 INSTRUCTIONS FOR COMPLETING FORM A AND B ............................................................................... 34

CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS .............................................................................. 34 FEDERAL FUNDING ............................................................................................................................................ 34 ELECTRONIC WORKFLOW SYSTEM ................................................................................................................ 34 TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY ......................................................... 34 PERFORMANCE AND BID BONDS .................................................................................................................... 35 CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE

CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN ........................................................................ 35

EMERGING TECHNOLOGIES ............................................................................................................................. 40

LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS ........................................... 40

PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE .................................................................... 40 SECURITY POLICIES AND NOTIFICATIONS .................................................................................................... 41

State Security Policies and Procedures ........................................................................................................ 41 Security Incidents .......................................................................................................................................... 41

DATA BREACH - REQUIRED CONTRACTOR ACTIONS .................................................................................. 41 DATA OWNERSHIP, ACCESS AND LOCATION ............................................................................................... 41

Data Ownership ............................................................................................................................................. 41 Authorized User Access to Data ................................................................................................................... 41 Contractor Access to Data ............................................................................................................................ 42 Data Location and Related Restrictions ........................................................................................................ 42 Support Services ........................................................................................................................................... 42 Infrastructure Support Services ..................................................................................................................... 42

CONTRACTOR PORTABLE DEVICES ............................................................................................................... 42 TRANSFERRING OF DATA ................................................................................................................................. 42

General .......................................................................................................................................................... 42 Transfer of Data at End of Contract and/or Authorized User Agreement Term ............................................ 43 Transfer of Data; Charges ............................................................................................................................. 43 Transfer of Data; Contract Breach or Termination ........................................................................................ 43

ENCRYPTION ....................................................................................................................................................... 43 REQUESTS FOR DATA BY THIRD PARTIES .................................................................................................... 43 SECURITY PROCESSES ..................................................................................................................................... 43 UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT ............................................................... 44 EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES ..................................................................... 44

Return of Data ............................................................................................................................................... 44

RES91




Suspension of Services ................................................................................................................................. 44 Expiration or Termination of Services ........................................................................................................... 44

SECURE DATA DISPOSAL ................................................................................................................................. 44 ACCESS TO SECURITY LOGS AND REPORTS ............................................................................................... 44 CONTRACTOR PERFORMANCE AUDIT ........................................................................................................... 44 PERSONNEL ........................................................................................................................................................ 45

Background Checks ...................................................................................................................................... 45 Separation of Duties ...................................................................................................................................... 45

BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS .................................................... 45 COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS .......................................................... 45 AUTHENTICATION TOKENS .............................................................................................................................. 45 MODIFICATION TO CLOUD SERVICE DEPLOYMENT MODEL, SERVICE MODEL, AND/OR INITIAL

FUNCTIONALITY WITHIN AN AUTHORIZED USER AGREEMENT ............................................................................. 45 APPLICATION PROGRAM INTERFACE (API) OR SELF-SERVICE ELECTRONIC PORTAL ......................... 45

LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS ........................ 46

REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS .................................................................... 46 BACKGROUND CHECKS .................................................................................................................................... 46 FOREIGN EMPLOYEES ...................................................................................................................................... 46 PROJECT PLAN ................................................................................................................................................... 46

Development of Project Plan ......................................................................................................................... 46 Project Plan Document ................................................................................................................................. 46 Materials and Supplies Required to Complete Implementation .................................................................... 46 Negotiation of Final Project Plan ................................................................................................................... 47

SINGLE POINT OF CONTACT ............................................................................................................................ 47 RETAINAGE ......................................................................................................................................................... 47 ENHANCEMENTS TO SERVICES ....................................................................................................................... 47

RES91




Introduction OVERVIEW AND PURPOSE OF THIS CONTRACT

The OGS Division of Procurement Services (Procurement Services), is responsible for developing and managing centralized Contracts for Authorized Users. Procurement Services has developed this contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud Solutions, and Implementation Services. The procurements shall be competitive at the transactional level via a Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots, or across Lots.

Contract Scope LOT OVERVIEW

This Contract encompasses the Lots listed in Appendix D – Contractor and Reseller Information. The following descriptions, as applicable, delineate the scope of the awarded Lots.

Lot 1 – Software This Lot provides Authorized Users with a mechanism to purchase Products including Software licenses (perpetual and term), Maintenance/Support for Contractor’s Proprietary product line, training, and fleet management as set forth below. Competition is required at the Authorized User transactional level from Contractors and Resellers. The Products must be commercially released Products and available for purchase through the Manufacturer’s normal marketing channels. Alpha, beta, experimental or unannounced equipment shall not be offered. Contractor shall not offer stand-alone third party Products through this Contract. No Products at End of Life or within six months prior to End-of-Life are to be sold, except with prior written approval by the Authorized User.

Lot 1 – Software Inclusions

Software Licenses for Contractor’s proprietary product line, including o Perpetual licenses o Term licenses

Pre-Packaged Software Maintenance/Support for Contractor’s proprietary product line Pre-Packaged Software Installation for Contractor’s proprietary product line Configuration Services (Limited in amount to 10% of the net NYS Contract Price for the total Products being procured

not to exceed $25,000 total.) Pre-Packaged Software Training Packages, Remote and On-Site that are standardized for Contractor’s proprietary

product line Fleet management (management of software license inventory) Electronic Health Records Software Software Bundles, including:

o Software Third Party Products o Maintenance

Enterprise Software Purchases Legacy Software Maintenance

Restrictions On Premise Software Only Third Party Products are allowed as part of a Software Bundle only if they are required to facilitate the provision of the

Software solution.

RES91




Lot 1 – Software Exclusions

In addition to the items excluded under this section, Contractors cannot sell a Product that does not qualify as Software under the Contract. The following are examples of excluded Products: Consulting Services Cloud Solutions Implementation Customized Training Stand-alone Professional Services SKUs that equate to “blocks of hours” Stand-alone Third Party Products Products that are provided under other Lots cannot be purchased under this Lot Configuration Services other than as set forth in Inclusions Leasing Rentals Deferred Payment Plans Refinancing of Prior Balances Pooling of Copier Allowances Managed Print Services.

Lot 2 – Hardware

This Lot provides Authorized Users with a mechanism to purchase Hardware Products, Pre-Packaged Installation, Configuration, training, extended warranties, Maintenance/support, and, ancillary equipment and accessories offered by the Contractor in its Manufacturer’s Price List. Related Software which is bundled with the Hardware and is required for Installation, Configuration and is integral to the operation of the Hardware is acceptable for purchase under this Lot. This Related Software must be acquired and delivered at the time of the Hardware purchase. Product shall be new, factory produced, assembled for the first time, and may contain new and/or recycled parts or components that have been fully inspected, tested and fully meet required Product performance specifications. Product must be newly serialized and the Authorized User must be the first end user of the Product. The Products must be commercially released Products and available for purchase through the Contractor’s normal marketing channels. Alpha, beta, experimental or unannounced equipment is outside the scope of this Contract. Contractor shall not offer stand-alone Third Party Products through this Contract. No Products at End-of-Life or within six months prior to End of Life are to be sold, except with prior written approval by the Authorized User. Refurbished or remanufactured parts may be offered only when production of new parts has ceased and the refurbished or remanufactured parts are required to maintain existing End-of-Life Equipment. Refurbished or remanufactured parts must be clearly labeled as “Refurbished Parts” or “Remanufactured Parts,” respectively. For purposes of Lot 2 -Hardware, “Part” refers to a component of an item of Equipment. Refurbished or Remanufactured parts shall be designated as such on Appendix E – Pricing Pages. Refurbished and Remanufactured Equipment is outside the scope of this Contract.

RES91




Lot 2 – Hardware

Inclusions Appliances UPS Systems including Generators and Switchgear Server & Mainframe Hardware & Server Racks Storage Microcomputer Systems, System Peripherals & Accessories Telecommunications Hardware, System Peripherals & Accessories Copper and Fiber Cabling for Telecommunications and Data Communications Systems Key Systems Private Branch Exchange Desktop / Notebooks / Laptop / Tablets / Workstations Printers (Personal and networked workgroup) Receipt and Access Card Printers (Smart Card or Magnetic Card) Multifunction Printers Production Printing Equipment Printer Consumables branded by the Contractor for use with Hardware manufactured by the Contractor Scanners Electronic Whiteboards Audio / Video Conferencing Hardware Pre-Packaged Hardware Maintenance/Support for Contractor’s proprietary product line Pre-Packaged Hardware installation services for Contractor’s proprietary product line Configuration Services (Limited in amount to 10% of the net NYS Contract Price for the total Products being procured,

not to exceed $25,000 total.) Pre-Packaged Hardware Training Packages (Remote and On-Site) that are standardized for Contractor’s proprietary

product line Fleet management (management of Hardware asset inventory) Hardware Bundles, including Related Software Imaging and/or Loading Services Remote Hardware Administration/Maintenance/Support Enterprise Hardware Purchases Legacy Hardware Maintenance

Restrictions Manufacturers Only, as defined in the Glossary as Manufacturer – Hardware Third Party Products are allowed as part of a Hardware Bundle only if they are required to facilitate the provision of

the Hardware solution Exclusions

In addition to the items excluded under this section, Contractors cannot sell a Product that does not qualify as Hardware under the Contract. The following are examples of excluded Products: Consulting Services Cloud paired appliances Cloud Solutions Customized Training Implementation Services Configuration Services other than as set forth in Inclusions Medical Testing, Imaging and Lab Equipment Software not in compliance with Related Software Stand-alone Third Party Products Products that are provided under other Lots cannot be purchased under this Lot Leasing Rentals Deferred Payment Plans Refinancing of Prior Balances Pooling of Copier Allowances

RES91




Lot 2 – Hardware Refurbished or Remanufactured Equipment Printer Exclusions:

Single function facsimile (fax) machines; Standalone mailing machines, scales, folders, inserters, sorters, address printers, bursters and cutters,

pressure sealing mailing systems, tabbing and labeling systems, and envelope sealers; Medical imaging products; Microfilm equipment and scanners; Typewriters; Remanufactured toner cartridges, except when remanufactured and sold as new by the Manufacturer of the

Printer; Paper/Film, except for the Contractor’s-branded product that is intended for use in the Contractor’s-branded

Printing and Imaging Equipment; Traditional printing presses and technologies (e.g., offset, lithography, flexography, gravure, or letterpress). Managed Print Services

Lot 3 – Cloud

This Lot provides Authorized Users with a mechanism to purchase Cloud Solutions. For the duration of an Authorized User Agreement, the Cloud Solution shall conform to the Cloud Solution Manufacturer’s specifications, Documentation, performance standards (including applicable license duration, warranties, guarantees, Service Level Agreements, service commitments, and credits). It is REQUIRED that prior to a Request for Quote, the Authorized User complete a Data categorization study, consistent with NYS-S14-002 Information Classification Standard (or successor standard) available at: http://www.its.ny.gov/tables/technologypolicyindex.htm, which applies to ITS, all State Agencies that receive services from ITS, staff and affiliates of same which have access to or manage information, and serves as recommended practice for the State University of New York, the City University of New York, non-Executive branch agencies, authorities, NYS local governments and third parties acting on behalf of the same to determine the following: • the level of Data risk; • the required Breach Notification Procedures; and • the required Cloud service security measures for incorporation. As part of the RFQ process Authorized Users must make a business decision, based on their Data categorization results, as to the appropriateness of a Cloud Solution. The Authorized User must include: • the Data categorization elements (not actual Data); • the overall risk determination; and • applicable statutory requirements (See Contract Appendix F – Primary Security and Privacy Mandates).

Lot 3 - Cloud Inclusions

Cloud Solutions Software as a Service (SaaS) Platform as a Service (PaaS) Infrastructure as a Service (IaaS) Mirrored Data Center Pre-Packaged Cloud-Based training services that are standardized Anything as a Service (XaaS) Pre-Packaged Cloud installation and Pre-Packaged configuration services for Contractor’s offered Cloud Solution Pre-Packaged Cloud Training Packages (Remote and On-Site) that are standardized for Contractor’s offered Cloud

Solution Apps for Mobile Devices Managed Security Services, Including Internet Traffic Monitoring Services

RES91




Lot 3 - Cloud Fleet Management (management of Cloud Solution inventory) Enterprise Cloud Purchases Automated Network Monitoring (or any other service provided principally through an automated process) Pre-Packaged Maintenance and Support for Contractor’s offered Cloud Solution Pre-Packaged Self-Service Portal for Contractor’s offered Cloud Solution

Restrictions Manufacturers Only, as defined in the Glossary as Manufacturer – Cloud Solution

Exclusions Consulting Services Customization Services Customized Implementation Services Customized Configuration Services Customized Training Stand-alone Professional Services Managed Print Services

Lot 4 – Implementation Services

Implementation Services are for the efficient deployment of Products and Services procured under Lots 1, 2 and/or 3 and any applicable future Lots awarded through Periodic Recruitment. Implementation Services are limited to services required to install or implement Products from other Lots. Implementation Services are only for Products that are available for sale on a Contractor’s Umbrella Manufacturer Price List.

Lot 4 – Implementation Services Inclusions

Implementation services and configuration of Lots 1 through 3. Examples include, but are not limited to: Business Process Analysis for new Products Project Management Services Data Conversion Customized Training on Products included within Lots 1, 2 and 3 Programming Services capped at no more than 20% of the total implementation cost of the Authorized User Agreement

Restrictions Restricted to Manufacturers holding contracts for Lots 1, 2 or 3 Implementation services may only be procured to implement a Product purchased from Lots 1, 2 or 3 above, or To implement a Product purchased prior to this Umbrella Manufacturer Contract if the Product is currently included

within the Contractor’s Price List for Lots 1, 2, or 3 An Authorized User Agreement for Implementation shall be no longer than 60 months in duration including any time

extensions Exclusions Ongoing services such as:

- Staff augmentation - Application Service Provisioning

Consulting Services not related to implementation of Products in all other Lots of the Contract Programming Services requiring more than 20% of the total implementation costs of the Authorized User Agreement

RES91




PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT This Contract expressly excludes the following from its scope: Consulting services not related to Implementation of Products in Lots 1, 2 and 3 of the Contract; SKUs that equate to blocks of hours Stand-alone Connectivity Services (e.g. connectivity services not bundled with any Product within the scope of this

Contract) Staff augmentation (stand-alone hourly based IT Services) Services provided on a time and material billing basis; Large scale IT support infrastructure such as smoke detection, fire suppression and cooling systems; and Stand-alone Third Party Products.

SUBSEQUENT PERIODIC RECRUITMENT During the term of the Contract, the State reserves the right to conduct subsequent future Periodic Recruitments. The purpose of future periodic recruitments will be to: Add new Lots for additional and/or emerging technologies Add new Contractors to existing and new Lots OGS will formally announce when a Periodic Recruitment Solicitation is issued. Periodic Recruitments will be issued at the discretion of the OGS. A Contractor shall be required to submit such Submission documentation as required by OGS, which may include additional applicable statutory requirements currently in effect at the time of the Periodic Recruitment.

ESTIMATED SPEND AND QUANTITIES This Contract is an Indefinite Delivery, Indefinite Quantity (IDIQ) Contract. Numerous factors could cause the actual volume of Product purchased under this Contract to vary substantially from any estimates previously provided. Such factors include, but are not limited to, the following: The Contract is a nonexclusive Contract; There is no guarantee of volume to be purchased; and There is no guarantee that demand will continue in any manner consistent with previous purchases.

GLOSSARY In addition to the terms defined in Appendix B, Section 2, Definitions, the following definitions shall apply in this Contract.

Term Definition Analytic Derivatives The outcome from Data Mining or other aggregated Data analysis techniques. Anything as a Service (XaaS)

XaaS is a collective term said to stand for a number of things including "X as a service," "anything as a service" or "everything as a service." The acronym refers to an increasing number of services that are delivered over the Internet rather than provided locally or on-site. Examples include but are not limited to: Big Data/Data Mining as a Service; Business Continuity/Disaster Recovery as a Service (BC/DRaaS); Data Center as a Service (DCaaS); Hosted Call Center as a Service (HCCaaS); Managed Security Services as a Service (MSSaaS); Storage as a Service (STaaS).

Appliance

A device with integrated Software (firmware), specifically designed to provide a specific computing resource. The Hardware and Software are pre-integrated and pre-configured before delivery to customer, to provide a "turn-key" solution to a particular problem. Unlike general purpose computers, Appliances are generally not designed to allow the customers to change the Software (including the underlying operating system), or to flexibly reconfigure the Hardware. To be considered an Appliance, the (Hardware) device needs to be integrated with Software, and both are supplied as a package. See also “Equipment”.

Authentication The process of establishing confidence in the identity of users or information systems.

RES91




Term Definition Authorized User Agreement

Authorized User Agreement shall mean the Purchase Order and/or such other documents memorializing the Contractor’s obligations with respect to a given transaction resulting from an RFQ issued by an Authorized User.

Best Value The basis for awarding all service and technology Contracts to the Bidder that optimizes quality, cost and efficiency, among responsive and responsible Bidders. (State Finance Law §163 (1) (j)).

Business Day Monday through Friday from 8:00 AM – 5:00 PM ET, excluding New York State or Federal holidays. Business Entity Any individual, business, partnership, joint venture, corporation, S-corporation, limited liability

company, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute.

Cloud Solution Cloud Solution shall mean any Product or Service sold as an “as a service” offering and has one or more of the following characteristics: (a) Authorized User Data is transmitted, acted upon, or stored on equipment not owned by an Authorized User; (b) Allows a Contractor access to Authorized User Data from a location other than the Authorized User’s premises; (c) Allows an Authorized User access to data not owned by the Authorized User which access may or may not result in the collection of Authorized User Data.

Commercial Off–The-Shelf (COTS)

A term for Products available in the commercial marketplace that can be purchased and used under government Contract. Does not include Custom Software.

Compliance Conformity in fulfilling requirements. Configuration An arrangement of elements in a particular form, figure, or combination which includes minor

physical or software setting changes that can be implemented without custom physical modifications or changes to the base code. Configuration may include Installation.

Consulting The providing of expert knowledge by a third party for a fee. Consumables Refers to items and supplies such as ink and toner, staple cartridges, stitching wire, developer,

and fuser oil that is utilized by printing and imaging equipment and needs to be replenished when it is depleted.

Continental United States (CONUS)

The 48 contiguous States, and the District of Columbia.

Contract Term The initial term of the Contract and any renewals and/or extensions. Copyright A legal concept, enacted by most governments, that grants the creator of an original work exclusive

rights to its use and distribution, usually for a limited time, with the intention of enabling the creator of intellectual wealth (e.g. the photographer of a photograph or the author of a book) to receive compensation for their work and be able to financially support themselves.

Custom Software Software that does not meet the definition of COTS Software. Customization The modification of packaged Product to meet the individual requirements of an Authorized User. Customized Training Training that is designed to meet the special requirements of an Authorized User. Data Any information, Analytic Derivatives, formula, algorithms, or other content that the Authorized

User may provide to the Contractor pursuant to this Contract. Data includes, but is not limited to, any of the foregoing that the Authorized User and/or Contractor (i) uploads to the Cloud Service, and/or (ii) creates and/or modifies using the Cloud Solution. See also Analytic Derivatives.

Data Breach Refers to unauthorized access to Data or equipment which is used to transmit, store, or act upon such Data by any person, including employees, officers, partners or subcontractors of Contractor, who have not been authorized to access such Data.

Data Center All facilities which Authorized User Data is processed or stored. Data Categorization The process of risk assessment of Data. See also “High Risk Data”, “Moderate Risk Data” and

“Low Risk Data”. Data Conversion The conversion of computer data from one format to another.

RES91




Term Definition Data Mining The computational process of discovering patterns in large data sets involving methods at the

intersection of artificial intelligence, machine learning, statistics, and database systems. The overall goal of the Data Mining process is to extract information from a data set and transform it into an understandable structure for further use. Aside from the raw analysis step, it involves database and data management aspects, data pre-processing, model and inference considerations, interestingness metrics, complexity considerations, post-processing of discovered structures, visualization, and online updating.

Database A single collection of Data stored in one place that can be used by personnel to make decisions and assist in analysis.

Deferred Payment Plan Refers to a methodology where equipment is purchased on a deferred, extended payment basis with no buyout due after the last monthly payment is remitted. A deferred payment plan is not a lease and the Contractor cannot assert a security interest in the equipment.

Deliverable Products, Software, Information Technology, telecommunications technology, Hardware, and other items (e.g. reports) to be delivered pursuant to this Contract, including any such items furnished within the provision of services.

Device A piece of electronic equipment (such as a laptop, server, hard drive, USB drive) adapted for a particular purpose. See also “Equipment”.

Discount An allowance, reduction or deduction from a selling price or list price extended by a seller to a buyer in order for the net price to become more competitive.

Discount from List Mathematical calculation to determine the buyer’s price from a Manufacturer’s Price List. Encryption A technique used to protect the confidentiality of information. The process transforms ("encrypts")

readable information into unintelligible text through an algorithm and associated cryptographic key(s).

End-of-Life When a product is no longer being manufactured and/or is no longer being marketed or sold. Equal Employment Opportunity (EEO)

Policies and procedures of the jurisdiction to ensure non-discrimination and equal opportunity to all employees, especially women, minorities, and persons with disabilities.

Equipment An all-inclusive term which refers either to individual Machines or to a complete Data Processing System or Subsystem, including its Hardware and Operating Software (if any). See also “Device, “Appliance,” and “Hardware,” “Machine.”

Federal Information Security Management Act (FISMA)

The Federal Information Security Management Act of 2014 ("FISMA", 44 U.S.C. § 355441, et seq.). FISMA requires each federal agency to document, and report major security incidents and data breaches to the data and information systems that support the operations and assets of the agency, including those provided or managed by another agency, contractor, or other source.

Fleet Management The development and management of inventory (e.g. Software inventory, Hardware inventory, Cloud Solution inventory).

Follow the Sun A type of global workflow in which tasks are passed around daily between work sites that are many time zones apart.

General Services Administration (GSA)

The department within the U.S. government that is responsible for procurement of goods and services.

Government Entity A federal, state, municipal entity or tribal government located in the United States. Hardware Refers to IT Equipment and is contrasted with Software. See also “Equipment.” Hardware Bundle Any combination of Products or services that do not transmit, store, or act upon Authorized User

Data in a non-premise based solution. The largest portion of the cost of the bundle must be made up of Lot 2 products in which the Contractor holds Intellectual Property rights.

High Risk Data Is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“High Impact Data”).

Implementation The post sales process of guiding a client from purchase to use of the Product that was purchased. This may include but is not limited to post sales requirements analysis, scope analysis, limited customizations, systems integrations, data conversion/migration, business process analysis/improvement, user policy, customized user training, knowledge transfer, project management and system documentation.

RES91




Term Definition Information Technology (IT)

Includes, but is not limited to, all electronic technology systems and services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce, and all related interactions between people and Machines.

Information Technology Services (ITS)

New York State Office of Information Technology Services (http://www.its.ny.gov/).

Infrastructure as a Service (IaaS)

The capability provided to the Authorized User is to provision processing, storage, networks, and other fundamental computing resources where the Authorized User is able to deploy and run arbitrary Software, which can include operating systems and applications. The Authorized User does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

Installation The act or process of making Products ready to be used. Installation does not include Configuration.

Installation Date The date specified in the Authorized User Agreement by which the Contractor must have the ordered Equipment ready for use by the Authorized User.

Installation of Hardware Involves physically installing various types of computer systems and/or adding new components to an already existing system. Installation set up of computer systems includes the initial installation of Hardware and other components that are or may be part of a larger system.

Intellectual Property (IP) Includes inventions, patents, Copyrights, trade secrets, trademarks, technical Data, industrial designs that are generally protected and proprietary.

Internet Access Connection to the internet through an Internet Service Provider (ISP). Internet Service Provider (ISP)

An organization that provides services for accessing, using, or participating in the Internet.

Interoperability The capability to communicate, to execute programs, or to transfer Data among various functional units under specified conditions.

Legacy Systems Any outdated Hardware/Software system that remains in use despite the availability of more current technology. It usually is an archaic Data management platform that may contain proprietary custom designed Software (e.g. An old database management system running on mainframes).

Logical Partition (LPAR) A subset of computer's Hardware resources, virtualized as a separate computer. Low Risk Data Is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and

Information Systems (“Low Impact Data”). Machine An individual unit of a Data processing system or subsystem, separately identified by a type and/or

model number, comprised of but not limited to mechanical, electro-mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary Software, e.g., central processing unit, memory module, tape unit, card reader, etc.

Maintenance The upkeep of Product that keeps the Product operating in accordance with the Manufacturer’s specification.

Managed Print Services A service offered by printer manufacturers that is designed to assist the business end user to streamline management and minimize costs associated with printing and imaging.

Mandatory Refers to items or information that the State has deemed that a Vendor must submit as compulsory, required and obligatory. These items or information are noted as such, or the requirements may be phrased in terms of “must” or “shall”. Mandatory requirements must be met by the Vendor for Vendor’s Submission to be considered responsive.

Manufacturer An organization or Business Entity that creates, makes, processes, or fabricates a Product or something of value, which changes a raw material or commodity from one form to another or creates a new Product or commodity.

Manufacturer - Software

An organization or Business Entity that creates, programs, or develops proprietary Software that is branded, warranted, supported, and maintained by that organization or Business Entity and holds all IP rights of the assembled solution.

RES91




Term Definition Manufacturer – Cloud Solution

A Cloud Solution Manufacturer is an organization or Business Entity that: 1. Sells its own proprietary Cloud Solution; or 2. Assembles a package of Products or Services into its own proprietary Product to create a Cloud Solution. This Product may include the services of one or more organizations or Business Entities that directly produce and/or provide components of the package. The Cloud Solution, must be branded, supported, and maintained by the entity for the life of the transaction.

Manufacturer - Hardware

An organization or Business Entity that creates or assembles Hardware components into an integrated proprietary system that is branded, warranted, supported, and maintained by that organization or Business Entity and holds all IP rights of the assembled solution.

Manufacturer Part Number (SKU)

A unique identifier assigned to an individual Product or part by the Manufacturer or distributor of that Product or part; usually includes a combination of alpha and/or numeric characters or may be a unique product name or unique product description. SKUs must be unique and cannot be the same as any other SKU on the price list.

Manufacturer’s Price List

A price list published in some form by the Manufacturer and available to and recognized by the trade.

May Denotes the permissive in a contract clause or specification. Minimum NYS Discount The discount associated with a Product Category. Must be numeric to two decimal places (e.g.

20.00%). Discount range is not acceptable, nor is the use of “varies” or “custom.” Minority and/or Woman-Owned Business (MWBE)

A business certified with Empire State Development (ESD) as a Minority and/or Woman-Owned Business.

Model Number An identification number assigned to describe a style or class of item, such as a particular design, composition or function, by the Manufacturer or distributor of that item.

Moderate Risk Data Is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“Moderate Impact Data”).

Must Denotes the imperative in a Contract clause or specification. National Institute of Standards and Technology (NIST)

The federal technology agency that works with industry to develop and apply technology, measurements, and standards. http://www.nist.gov

New York State Small Business Enterprise (NYS SBE) or Small Business

Please refer to State Finance Law section 160(8) for the definition of “small business concern” or “small business.”

Non-State Agencies Political subdivisions and other entities authorized by law to make purchases from OGS Centralized Contracts other than those entities that qualify as State Agencies. This includes all entities permitted to participate in centralized contracts per Appendix B, §39(b), Non-State Agency Authorized Users and §39(c), Voluntary Extension and State Finance Law Section 163(1)(k).

Not-To-Exceed (NTE) Price

The price listed on the published Contract price list. Contractor and/or Reseller cannot quote or sell a Product for more than the NTE Price.

NYS Procurement Services

The division within OGS that establishes centralized, statewide contracts for use by NYS agencies, political subdivisions, schools, libraries and others authorized by law to participate in such contracts. http://nyspro.ogs.ny.gov

Office of the State Comptroller (OSC)

The New York State (NYS) Office of the State Comptroller. http://www.osc.state.ny.us/

Operating System (OS) Those routines, whether or not identified as program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the Equipment.

Personally Identifiable Information (PII)

As defined in NIST Special Publication 800-122 “Guide to Protecting the Confidentiality of Personally Identifiable Information (PII)”.

RES91




Term Definition Platform as a Service (PaaS)

The capability provided to the Authorized User to deploy onto the Cloud, infrastructure Authorized User-created or acquired applications created using programming languages and tools supported by the Contractor. The Authorized User does not manage or control the underlying cloud infrastructure including network, servers, Operating Systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

Pre-Packaged A standard commercially available, non-customized offering related to a specific Product and having a unique SKU.

Preventive Maintenance Maintenance, performed on a scheduled basis by the Contractor, which is designed to keep the Equipment in proper operating condition.

Processor A microprocessor or other form of central processing unit that accesses shared resources. A dual-core or multicore processor (an integrated circuit with two or more microprocessors or central processing units plugged into the same socket) shall be considered a single Processor

Product Bundle Multiple Products combined for sale as a single Product offering. In the instance where a Product Bundle is comprised of Products by multiple Manufacturers, the Product Bundle can only be offered for sale under the Contract by the Manufacturer having the largest portion of the cost of the Product Bundle based on the Manufacturer’s list price for the Product Bundle components. This term does not apply to Cloud Solutions.

Programming Services Programming Services are modifications or additions to Source Code. Project Manager (PM) A professional in the field of project management. A PM can have the responsibility of the planning,

execution and closing of any project, typically relating to construction industry, architecture, aerospace and defense, computer networking, telecommunications or Software development.

Project Plan A formal, approved document used to guide both project execution and project control. The primary uses of the Project Plan are to document planning assumptions and decisions, facilitate communication among stakeholders, and document approved scope, cost, and schedule baselines.

Related Software Software which is bundled with Hardware and is required for Installation, Configuration and is integral to the operation of the Hardware.

Remote Administration Any method of controlling a Product from a remote location. Reseller A Business Entity that purchases goods or services with the intention of selling them rather than

consuming or using them. Also known as Value Added Reseller (VAR) or channel partner. Resellers must be eligible to quote statewide, independently and lower than Manufacturer (Contract) pricing for procurements under resulting Contracts. Reseller must also be able to accept orders, invoice and receive payment for Products.

Sales Agent A Business Entity or individual who may assist the Manufacturer with sales, but is not authorized to accept orders, invoice or receive payment.

Security Incident A violation or imminent threat of violation of computer security policies, acceptable use policies, or standard security practices; and any event that adversely affects the confidentiality, integrity, or availability of a System and its Data. See NYS ITS Policy NYS-S13-005 or its successor for additional information.

Service The performance of a task or tasks and may include a material good or a quantity of material goods, and which is the subject of any purchase or other exchange. For the purposes of Article 11 of the State Finance Law, technology shall be deemed a Service.

Service-Disabled Veteran-Owned Business

Please refer to New York Executive Law Article 17-B for the definition of Service-Disabled Veteran-Owned Business.

Shall Denotes the imperative in a Contract clause or specification. Should Denotes the permissive in a Contract clause or specification. Software An all-inclusive term which refers to any computer programs, routines, or subroutines supplied by

the Contractor, including operating Software, programming aids, application programs, and program Products.

RES91




Term Definition Software as a Service (SaaS)

The capability provided to the Authorized User is to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email), or a program interface. The Authorized User does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

Software Bundle Any combination of Products or Services that do not transmit, store, or act upon Authorized User Data in a non-premise based solution. The largest portion of the cost of the Bundle must be made up of Lot 1 Products in which the Contractor holds Intellectual Property rights.

Statement of Work (SOW)

A document that captures and defines the work activities, Deliverables, and timeline an Authorized User seeks from a Vendor. The SOW usually includes detailed requirements, with standard regulatory and governance terms and conditions.

Statewide Financial System (SFS)

The NYS Enterprise Resource Planning (ERP) system.

Storage Specific to technology, a computer memory that retains data for some period of time. Storage can be categorized in many ways such as: primary, secondary, read-only, random access and/or magnetic storage.

System The complete collection of Hardware, Software and Services as described in the resulting Authorized User Agreements, integrated and functioning together, and performing in accordance with the Authorized User Agreement.

Third Party Products Third Party Intellectual Property or Third Party Products means any intellectual property owned by parties other than Authorized User or Contractor and provided to Authorized Users for use in connection with the Services.

Trademark A recognizable sign, design or expression which identifies Products or services of a particular source from those of others. Also written as trade mark, or trade-mark.

Transaction An agreement between an Authorized User and a Contractor to exchange a Product or Service for payment.

Usage The quantity of an inventory item consumed over a period of time expressed in units of quantity or of value in dollars.

Vendor A Business Entity that sells goods or services. Will Denotes the permissive in a contract clause or specification. Written / Written Communication

Any writing that makes use of words. Examples of written communications include e-mail, Internet websites, letters, proposals, and contracts.

CONTRACT DOCUMENTS AND CONFLICT OF TERMS This Centralized Contract is composed of the documents set forth below. In the case of any conflict among these documents, conflicts shall be resolved in the order of precedence indicated below. 1. Appendix A – Standard Clauses for New York State Contracts; 2. This Document, Appendix J – Contractor’s Insurance Requirements, and Appendix J.1 – Contractor-Specific Insurance

Requirements (as applicable) 3. Appendix B – 22802 - Information Technology Umbrella Contract - Manufacturer Based (Statewide) General

Specifications (August 2017) 4. Appendix C – Contract Modification Procedure 5. Appendix D – Contractor and Reseller Information 6. Appendix E – Pricing Pages 7. Appendix F – Primary Security and Privacy Mandates 8. Appendix G – Processes and Forms Templates

a. How to Use the Manufacturer Umbrella Contract b. How to Use the Manufacturer Umbrella Contract - Examples of Procurement Scenarios c. Basic Request for Quote d. Basic RFQ Financial Response e. Complex Request for Quote

RES91




f. Complex RFQ Financial Response g. CLOUD - How to Use the Manufacturer Umbrella Contract – Cloud Solution Supplement h. CLOUD - How to Use the Manufacturer Umbrella Contract - Cloud Solution Supplement - Examples of

Procurement Scenarios i. CLOUD - Request for Quote – Cloud Solution j. CLOUD - Request for Quote - Financial Response - Cloud Solution k. CLOUD - RFQ – Cloud Solution Checklist

9. Appendix H – Maintenance and Warranty Service Report 10. Appendix I – Report of Contract Sales

CONTRACT TERM The term of this Contract shall commence upon the date of execution of the Contract by OGS, and shall end on November 29, 2020. The State reserves the right, at its sole discretion, to extend the term of this Contract by an additional five (5) years upon Contractor’s agreement thereto. Notwithstanding the commencement of the term of the Contract, Contractor shall not bid on an RFQ for a specific Lot until the OGS website identifies Contractor as eligible to participate in an RFQ for that specific Lot. For the purposes of the City of New York only, the Contract term shall extend 6 months beyond its termination date upon the then-existing terms and conditions. During the 6 month period, the definition of Authorized User shall be deemed to refer only to the City of New York. This extension is in addition to any other extensions available under the Contract.

DOWNSTREAM PROHIBITION Any and all work from this Contract that involves developing specifications, establishing a base for other applications or otherwise gaining information that would give Contractor an unfair competitive advantage in a future procurement may result in the Contractor being precluded from further work (downstream prohibition) due to conflicts of interest. Authorized User shall provide notification of any downstream prohibitions known at the time the RFQ is released. See State Finance Law sections 163(2) and section 163-a for additional information on the statutory prohibitions. Non-State agency Authorized Users may have additional statutory prohibitions.

CONTRACTOR’S INSURANCE REQUIREMENTS The insurance requirements of this Contract are set forth in Appendix J and, if applicable, Appendix J.1.

NEW YORK STATE VENDOR RESPONSIBILITY The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requested by the Commissioner or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. The Commissioner of OGS or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given Written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the Commissioner of OGS or her designee issues a written notice authorizing a resumption of performance under the Contract. The Contractor agrees that if it is found by the State that the Contractor’s responses to the Questionnaire were intentionally false or intentionally incomplete, on such finding, the Commissioner may terminate the Contract. Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate OGS officials or staff, the Contract may be terminated by the Commissioner of OGS or her designee at the Contractor’s expense where the Contractor is determined by the Commissioner of OGS or her designee to be non-responsible. In such event, the Commissioner of OGS or her designee may complete the Contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.

RES91




In no case shall such termination of the Contract by the State be deemed a breach thereof, nor shall the State be liable for any damages for lost profits or otherwise, which may be sustained by the Contractor as a result of such termination.

TAX LAW §5-A Section 5-a of the Tax Law requires certain Contractors awarded State Contracts for commodities, services and technology valued at more than $100,000 to certify to the NYS Department of Taxation and Finance (DTF) that they are registered to collect New York State and local sales and compensating use taxes. The law applies to Contracts where the total amount of such Contractors’ sales delivered into New York State are in excess of $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made, and with respect to any affiliates and subcontractors whose sales delivered into New York State exceeded $300,000 for the four quarterly periods immediately preceding the quarterly period in which the certification is made. A Contractor is required to file the completed and notarized Form ST-220-CA with OGS certifying that the Contractor filed the ST-220-TD with DTF. Note: DTF receives the completed Form ST-220-TD, not OGS. OGS ONLY receives the Form ST-220-CA. Form ST-220-CA must be filed with the Proposal and submitted to the procuring covered Agency certifying that the Contractor filed the ST-220-TD with DTF. Contractor should complete and return the certification forms within five (5) business days of request (if the forms are not completed and returned with Proposal submission). Failure to make either of these filings may render a Contractor non-responsive and non-responsible. Contractor shall take the necessary steps to provide properly certified forms within a timely manner to ensure compliance with the law. Website links to the Contractor certification forms and instructions are provided below. Form No. ST-220-TD must be filed with and returned directly to DTF and can be found at http://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf. Unless the information upon which the ST-220-TD is based changes, this form only needs to be filed once with DTF. If the information changes for the Contractor, its affiliate(s), or its subcontractor(s), a new Form No. ST-220-TD must be filed with DTF. Form ST-220-CA must be submitted to OGS. This form provides the required certification that the Contractor filed the ST-220-TD with DTF. This form can be found at http://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf. Vendors may call DTF at (518) 485-2889 for any and all questions relating to Section 5-a of the Tax Law and relating to a company's registration status with the DTF. For additional information and frequently asked questions, please refer to the DTF website: http://www.tax.ny.gov.

TOLL FREE NUMBER If Contractor provides a toll-free telephone number for Authorized User usage, Contractor should staff this toll-free number at a minimum from 9:00 AM to 5:00 PM Monday through Friday Eastern Time, excluding New York State or federal holidays. The toll-free number is set forth in Appendix D – Contractor and Reseller Information. This number is to be provided at no cost to the State.

DESIGNATED PERSONNEL The Contractor will provide the Designated Personnel listed below for the duration of the Contract at no charge to the State. Information regarding the Designated Personnel is set forth in Appendix D – Contractor and Reseller Information. Contractor must notify OGS within five (5) business days if any of the Designated Personnel change, and provide an interim contact person until the position is filled. Contractor may submit a Designated Personnel change by submission electronically via e-mail of a revised Appendix D – Contractor and Reseller Information to the OGS Contract Administrator. The Designated Personnel must have the authority to act on behalf of the Contractor:

Account Manager The Account Manager is responsible for the overall relationship with the State during the course of the Contract and shall act as the central point of contact.

Contract Administrator The Contract Administrator is responsible for the updating and management of the Contract on a timely basis.

RES91




Sales Manager The Sales Manager is responsible for the overall relationship with the Authorized Users for matters relating to RFQs.

Billing Contact The Billing Contact will become the single point of contact between the Contractor and the Authorized User for matters related to invoicing, billing and payment.

Emergency Contact The Emergency Contact will be available 24 hours a day, 365 days per year for emergency procurements.

E-RATE Authorized users who receive E-rate funding are encouraged to review Universal Service Fund rules and regulations to verify the applicability of this Contract to the E-rate program.

NEW YORK STATE RIGHTS

New York State reserves the right to: A. Unilaterally make revisions, changes and/or updates to any templates, Appendices (excluding Appendices A and B)

and/or Attachments to this Contract without processing a formal amendment and/or modification. B. Exclude any price lists or individual Products and services that do not fall within the scope of this Contract. C. Use on-line processes, such as a reverse auction, to make acquisitions under the resulting Contracts. Contractor

agrees that it will participate in these on-line processes. D. Incorporate an electronic workflow system that may include elements of the Authorized User RFQ process. E. Publish Authorized User Contract usage of this Contract on the OGS website. F. In determining whether to consent to a Contractor request to assign this Contract in whole or in part to another entity,

consider the experience and operations of the proposed assignee, its parent company, subsidiary, predecessor entity, related entity or other entity, to determine whether the proposed assignee possesses the necessary qualifications to perform the Contract. In making such determination, OGS may ask for additional information or require a contract performance guarantee and other assurances from Contractor, the proposed assignee or other entities.

Authorized User Reserved Rights

In addition to the above reserved rights, the Authorized User shall have the following additional reserved rights: A. The Authorized User reserves the right to add requirements to the RFQ and resulting Authorized User Agreement that

are more advantageous than the terms and conditions established with the Contract. B. The Authorized User reserves the right to require the Contractor to identify any Subcontractors, and to approve such

Subcontractors. C. The Authorized User reserves the right to request the Contractor’s insurance policy language for purposes of

substantiating Contractor's compliance with Contract Section 2.9 Contractor’s Insurance Requirements, or such other Insurance Requirements as required by the Authorized User as part of a RFQ.

LIVING WAGE

An Authorized User subject to a local law establishing a “living wage”, such as Section 6-109 of the New York City Administrative Code, is required to ensure that the Contractor sought to be hired complies with such local law. If the pay rate for a job title as set forth in Appendix E – Pricing Pages, is less than the local law “living wage” then an Authorized User subject to such local law cannot use this Contract for such job title. Local laws, however, are not a term and condition of the OGS Contract.

PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS Work being done under a resulting Authorized User Agreement may be subject to the prevailing wage rate provisions of the New York State Labor Law. Such work will be identified by the Authorized User within the RFQ. See “Prevailing Wage

RES91




Rates – Public Works and Building Services Contracts’ in Appendix B, Clause 10, OGS General Specifications. Any federal or State determination of a violation of any public works law or regulation, or labor law or regulation, or any OSHA violation deemed "serious or willful" may be grounds for a determination of vendor non-responsibility and rejection of proposal. The Prevailing Wage Case Number for this Contract is PRC# 2014011745. The Prevailing Wage Rates for various occupations and General Provisions of Laws Covering Workers on Article 8 Public Work Contract can be accessed at the following NYS Department of Labor website: https://applications.labor.ny.gov/wpp/showFindProject.do?method=showIt Insert PRC# 2014011745 in the box provided and click Submit. Click Wage Schedule located underneath the main header of this page. The PDF file may be searched to obtain the

Prevailing Wage Rate for a specific occupation.

SHORT TERM EXTENSION In the event a replacement Contract has not been issued, any Contract let and awarded hereunder by the State, may be extended unilaterally by the State for an additional period of up to 3 months upon notice to the Contractor with the same terms and conditions as the original Contract including, but not limited to, prices and delivery requirements. With the concurrence of the Contractor, the extension may be for a period of up to 6 months in lieu of 3 months. However, this extension terminates should the replacement Contract be issued in the interim.

PROCUREMENT INSTRUCTIONS Authorized Users should refer to the documents attached as Appendix G – Processes and Forms Templates for specific instructions on the usage of this Contract. OGS reserves the right to unilaterally make revisions, changes, additions and/or updates to the documents attached as Appendix G - Processes and Forms Templates without processing a formal amendment and/or modification.

SPECIFICATIONS During the term of the Contract, the Authorized User may request Product specifications for particular items that have been included by the Contractor in its Pricing Pages. These specifications will be provided by the Contractor at no cost.

INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION Product shall be furnished, at no extra charge, with one complete set of standard operator instruction manuals and Documentation (hard copy, CD/DVD or web link) as would normally accompany such Product(s). Contractor shall also ensure that the part numbers and net prices associated with the documentation are available to the Authorized User and included on its approved price list for the Contract should an Authorized User need to purchase additional sets of technical manuals. Where Documentation is provided in electronic format, an Authorized User shall be entitled to make copies to the extent necessary to fully enjoy the rights granted under this Contract provided that the Authorized User reproduces the copyright notice and any other legend of ownership on any copies made.

NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION All New York State Agencies must notify the Office of Information Technology Services of any and all plans to procure IT and IT -related products, materials and services meeting required thresholds defined in Technology Policy NYS–P08-001: https://its.ny.gov/sites/default/files/documents/NYS-P08-001.pdf, as may be amended, modified or superseded.

SALES REPORTING REQUIREMENTS Contractor shall furnish OGS with quarterly sales reports utilizing Appendix I - Report of Contract Sales. Purchases by Non-State Agencies, political subdivisions and others authorized by law shall be reported in the same report and indicated as required. All fields of information shall be accurate and complete. OGS reserves the right to unilaterally make revisions, changes and/or updates to Appendix I - Report of Contract Sales or to require sales to be reported in a different format without processing a formal amendment and/or modification. Further, additional related sales information and/or detailed Authorized User purchases may be required by OGS and must be supplied upon request.

RES91




Reseller Sales

Product sold through Reseller(s) must be reported by Contractor in the required Appendix I – Report of Contract Sales.

Due Date The Appendix I - Report of Contract Sales will be quarterly (January - March, April - June, July - September and October - December). Reports will be due 1 month after the closing quarter.

SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK

Service Reports for Authorized User An Authorized User in an RFQ may require compliance with any or all of this section. If requested by the Authorized User, the Contractor shall furnish the Authorized User with service reports for all Maintenance/support and warranty work upon completion of the services. The service reports may include the following information in either electronic or hard copy form as designated by the Authorized User: Date and time Contractor was notified Date and time of Contractor’s arrival Make and model of the Product Description of malfunction reported by Authorized User Diagnosis of failure and/or work performed by Contractor Date and time failure was corrected by Contractor Type of service – Maintenance/support or warranty Charges, if any, for the service

Service Reports for OGS For all Lots OGS reserves the right to request the Contractor provide OGS an annual report on the 1st day of March of each year of the Contract detailing all Maintenance/support and warranty work conducted under the Contract for Authorized Users during the immediate prior calendar year. The Contractor shall use Appendix H – Maintenance and Warranty Service Reports. The report shall include the name of the Authorized User and all of the information in Section 2.24.1 and be submitted electronically in Microsoft Excel 2010 or newer version unprotected, via e-mail to the attention of the OGS Contract Administrator.

DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES Contractor shall provide Authorized Users with electronic copies of the Contract, including price lists and Appendices, upon request.

OGS CENTRALIZED CONTRACT MODIFICATIONS Contract Updates will be handled as provided in Appendix C – Contract Modification Procedures.

A. OGS may, propose amendments to the Contract terms and conditions, including any Attachments or Appendices, at any time to serve the best interests of Authorized Users.

B. Notwithstanding the foregoing, OGS may unilaterally make revisions, changes and/or updates to any templates, Appendices (excluding Appendices A and B) and/or Attachments to the Contract without processing a formal amendment and/or modification.

PROMPT PAYMENT DISCOUNTS

If a Contractor offers a discount for prompt payment, the Contractor shall include the terms of the discount on all invoices, the amounts which are due if the Authorized User meets the terms, and the number of days for which the prompt payment discount offer applies.

RES91




CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION Contractor shall not, directly or indirectly, by agreement, communication or any other means, restrict any Reseller’s participation or ability to participate or compete in an Authorized User RFQ.

Conditions of Reseller Participation Resellers must be approved in advance by OGS and posted to the State website before they may respond to an Authorized User’s RFQ. OGS also reserves the right to rescind any such participation at any time or request that Contractor name additional Resellers, in the best interests of Authorized Users, at the OGS’s sole discretion. Contractor shall have the right to qualify Resellers and their participation under this Contract provided that: 1. such qualifying criteria are uniformly applied to all potential Resellers based upon Contractor’s established, neutrally

applied commercial/governmental program criteria, and not to a particular procurement; 2. all general categories of qualifying criteria must be disclosed by the Contractor to the State, in advance, at the beginning

of the Contract term; 3. those qualifying criteria met by the Reseller must be identified in Reseller designations at the time that Reseller approval

is requested; 4. Immediate notice is provided to OGS in the event that a change in Reseller’s status occurs during the Contract term;

and, 5. Resellers must be eligible to quote statewide, independently and lower than Contract pricing for procurements under

this Contract.

Designation of Resellers When Resellers are submitted for approval, Contractor must provide OGS, in advance, with all necessary ordering information, billing addresses, Federal Identification numbers, and Vendor ID numbers in the format requested in Appendix D – Contractor and Reseller Information.

Responsibility for Reporting/Performance A Reseller shall be deemed to be a subcontractor or the Contractor, and Contractor shall be fully liable for Reseller’s performance and compliance with all Contract terms and conditions. Products sold through Resellers must be reported by Contractor in the required quarterly sales reports to OGS as a condition of payment. In addition to inclusion of Reseller volume in the Contractor’s sales reporting obligation to OGS, at the request of Authorized User, Reseller shall provide Authorized User with reports of the individual Authorized User’s Contract activity with Reseller.

Applicability of Contract Terms Product or services ordered directly through Resellers shall be limited to Products or services currently on the approved Contractor’s price list and shall be subject to all terms and conditions of this Contract as a condition of Reseller participation. Maintenance or support may be carried out by a Reseller, but the Manufacturer is fully responsible for the performance of the entire package, conformity with the Centralized Contract, and any Authorized User Agreement.

Condition for Responding to Authorized User Request for Quote The Authorized User transaction is required to be competitive (see Appendix G, How to Use the Manufacturer Umbrella Contract - Examples of Procurement Scenarios for examples of Procurement Scenarios). Contractors are encouraged to identify multiple Resellers to participate in competitive transactions. In order for an Authorized User to solicit a single Contractor on an RFQ, that Contractor must have at least 5 approved Resellers named on the Manufacturer’s Contract for the applicable Lot. The same company cannot be listed as both a Sales Agent and Reseller for the same Manufacturer for purposes of this Contract.

RES91




PURCHASE ORDERS AND INVOICING All invoices shall at a minimum, include the items listed below and any additional information identified in the Authorized User RFQ and resulting Authorized User Agreement: Contract Number; Contractor/Reseller Name; NYS Vendor ID; Manufacturer Part Number (SKU); Product Name; Product Description; Quantity; NYS Net Price for each Product; Specific designation of special price(s) which may be better than the NYS Net Contract Price; and Invoice Total.

PAYMENTS Payments cannot be processed by Authorized Users until Products have been delivered and accepted in accordance with Appendix B §33 Product Delivery and Appendix B §66 Product Acceptance. Payment will be based on any invoice used in the Contractor's normal course of business. Invoices must contain all requirements outlined in Section 2.29 Purchase Orders and Invoicing. Authorized Users are instructed not to process invoices that do not include the required information set forth above. Invoices must be detailed and include in the body of the invoice or an attachment to the invoice all of the required items. Failure to comply may result in lengthy payment delays.

DISCRETIONARY SPENDING An Authorized User may, in accordance with the provisions of this section, limit an RFQ to either a Manufacturer, or the Resellers under the Manufacturer, where either the Manufacturer or the Resellers have a designation listed below and the RFQ will not exceed $200,000.

New York State Small Business (SBE) as defined in State Finance Law Section 160(8); NYS Minority Owned Business Enterprise (MBE) as certified pursuant to Article 15-A of the New York State

Executive Law; NYS Women Owned Business Enterprise (WBE) as certified pursuant to Article 15-A of the New York State

Executive Law; and/or NYS Service-Disabled Veteran-Owned Business (SDVOB) as certified pursuant to Article 17-B of the New York

State Executive Law. Where the Manufacturer and/or the Resellers have one or more of the above listed designations, the RFQ shall be issued as follows: 1. If an Authorized User does not have a predefined Manufacturer, the RFQ must be sent to all of the Manufacturers and Resellers in the Lot(s) who have at least one of the designations listed above within the applicable Lot(s). 2. If an Authorized User has predefined a Manufacturer that has one of the designations listed above and the Manufacturer has 5 or more Resellers in the applicable lot that have at least one of the designations listed above, then the Authorized User must send the RFQ to the Manufacturer and all of its Resellers holding at least one of the designations listed above. 3. If an Authorized User has predefined a Manufacturer but that Manufacturer does not have a designation listed above but has 5 or more Resellers in the applicable lot that each have at least one of the designations listed above, then the Authorized User must send the RFQ to all the Manufacturer’s Resellers holding at least one of the designations listed above.

RES91




MAINTENANCE AND SUPPORT PROVISIONS

Maintenance/Support Agreement Provisions Maintenance agreements may include the following: Scope of Services Delivery and Acceptance Timeframes and Procedures Time Commitments & Prioritization of Services Preventive and Corrective Maintenance/Support Activities Service Level Agreements Service Level Agreement Penalties/Rewards; and Reporting Requirements/Problem Escalation and Follow-up Procedures

Maintenance/Support of Product Contractor shall fully disclose all terms and conditions of Maintenance available to Licensee, including the extent to which updates, upgrades, revisions, and new releases are included in Maintenance.

Obligations The Contractor shall not be obligated to repair damage caused by fire or other casualty (except that caused by the Contractor or those under Contractor’s control), or willful or grossly negligent operation or handling of the Product by the Authorized User.

Right to Refuse/Discontinue Maintenance/Support An Authorized User shall not be required to purchase Maintenance/support for use of Product. For Lot 1- Software and Lot 2 – Hardware there shall be no automatic renewal of Maintenance/support. For Lot 3 – Cloud, Contractor may offer automatic renewal of Maintenance/support. An Authorized User may discontinue such Maintenance/support by providing Written notice no later than 30 calendar days prior to the anniversary date of the Authorized User Agreement.

Maintenance/Support Agreement Contract Price Survival An Authorized User’s Maintenance/support agreement, entered into during the term of this Contract, may continue beyond the end of the Contract based on the following limitations: Maintenance/support period must start prior to the expiration of the Contract; Authorized User has pre-paid for the entire Maintenance/support term; Maintenance period cannot last longer than a 60 month period past the expiration of the Contract.

Example: A Contractor offers a SKU for a 2 year Maintenance/support term, which is discounted 5% less than a SKU

for 2 single year engagements. In addition, Contractor also offers a 5% discount for pre-payment on the 2 year Maintenance/support term. Should the Authorized User fully pre-pay the 2 year Maintenance/support period and this Maintenance/support period begins prior to the expiration of the Contract, the Maintenance/support term will survives the Contract.

Legacy Maintenance/Support

Contractor may offer Legacy Maintenance/support Services on End-of-Life, or obsoleted Product, that is not being offered under this Contract, provided that the Equipment fits within the scope of the Contract. Legacy Maintenance/support options shall be included in Appendix E - Pricing Pages. A description of each type of Legacy Maintenance/support option shall be provided in Appendix E - Pricing Pages.

RES91




Maintenance/Support Responsibility As a part of Maintenance/support responsibilities, the Contractor shall represent the Authorized User in regards to other involved Equipment and service providers to identify and correct the malfunction. Malfunctions that cannot be immediately diagnosed and pinpointed to a certain piece of Product will require the participation of the Contractor until the responsibility for the problem has been established. See Appendix B Section 57, Cooperation with Third Parties.

Maintenance/Support Service Sheets Upon Authorized User’s request, the Contractor shall furnish the Authorized User with a Maintenance/support service sheet for all Maintenance/support requests. At a minimum, the Maintenance/support service sheet should include the following data for each request for service: Date and time notified by Authorized User; Date and time of arrival of Contractor; Description of malfunction reported by Authorized User; Diagnosis of failure and work performed by Contractor; Date and time failure was corrected; Charges for the service, if applicable; and Name of person performing the service.

Remote Administration, Maintenance and Support Appendix E – Pricing Pages must include a Product description of any Remote Administration and/or Maintenance/support service arrangements if offered/provided with the Product. The cost for any Equipment required to perform this function and the cost of the service, must be borne by the Contractor, as part of the cost of Maintenance/support. Connections to the Authorized User’s networks must be performed in a manner prescribed by an Authorized User to preserve the integrity of the Authorized User’s network, confidentiality and integrity of information transmitted over that Authorized User’s network, and the availability of the network. Monitoring of network performance metrics, such as throughput, firmware levels and updates, or uptime, can be provided through Lot 1 – Software and Lot 2 - Hardware. All Contractors/Resellers should review NYS ITS Technology Standard NYS-S14-010, Remote Access. Any Remote Administration, Maintenance/support service that falls under the definition of Cloud Solution as stated in Section 2.5 - Glossary must be included in Lot 3 – Cloud.

PRE-INSTALLATION SITE VISITS In accordance with Appendix B, Section 19, Site Inspection, Authorized User can require a site visit as part of the Authorized User’s RFQ.

NEW YORK STATE STATEWIDE FINANCIAL SYSTEM New York State is currently operating on an Enterprise Resource Planning (ERP) system, Oracle PeopleSoft software, referred to as the Statewide Financial System (SFS). SFS is currently on PeopleSoft Financials version 9.2. SFS supports requisition-to-payment processing and financial management functions. The State is also implementing an eProcurement application that supports the requisitioning process for State Agencies to procure goods and services in SFS. This application provides catalog capabilities. Vendors with Centralized Contracts have the ability to provide a “hosted” or “punch-out” catalog that integrates with SFS and is available to Authorized Users via a centralized eMarketplace website. There are no fees required for a Vendor’s participation in the catalog site development or management. Upon completion and activation of an on-line catalog, State agencies will process their orders through the SFS functionality and other Authorized Users can access the catalog site to fulfill orders directly. The State is also implementing the PeopleSoft Inventory module in the near future to track inventory items within the item master table. Further information regarding business processes, interfaces, and file layouts may be found at: www.sfs.ny.gov and http://www.osc.state.ny.us/agencies/guide/MyWebHelp/.

RES91




PARTICIPATION IN CENTRALIZED CONTRACTS This Contract is available for use by all Authorized Users (See Appendix B – Definitions) and may be extended with the joint approval of the Contractor and the Commissioner for joint purchasing by any department, agency or instrumentality of the United States government and/or any state including political subdivisions thereof (“other authorized entities”). In the event that this Contract is so extended, such other authorized entities shall be solely responsible for liability and performance under the Contract and Contractor agrees to hold them solely responsible for such liability and performance.

NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE

New York State political subdivisions and others authorized by New York State law may participate in this Contract. These include, but are not limited to local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See Appendix B, Section 2 Definitions Authorized User and Section 27 Participation in Centralized Contracts. For purchase orders issued by the Port Authority of New York and New Jersey (or any other authorized entity that may have delivery locations adjacent to New York State), services to be provided may include locations adjacent to New York State. Upon request, all eligible Non-State Agencies must furnish a Contractor with the proper tax exemption certificates and documentation certifying eligibility to use State Contracts. Questions regarding an organization's eligibility to purchase from New York State Contracts may be directed to OGS New York State Procurement's Customer Services at 518-474-6717. This Contract may be extended to additional States or Governmental jurisdictions upon mutual written agreement between New York State (the lead contracting State) and the Contractor. Political subdivisions and other authorized entities within each participating State or governmental jurisdiction may also participate in any resultant Contract if such State normally allows participation by such entities. New York State reserves the right to negotiate additional discounts based on any increased volume generated by such extensions. In the event that this Contract is so extended, such other authorized entities shall be solely responsible for liability and performance under the Contract and Contractor agrees to hold them solely responsible for such liability and performance.

EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS Except as permitted below, Authorized User Agreements cannot extend 12 months past the Contract expiration.

Lot 1 – Software and Lot 2 – Hardware Pre-paid Maintenance/Support services within an Authorized User Agreement that is fully executed prior to the expiration of the OGS Centralized Contract shall survive the expiration date of the OGS Centralized Contract no longer than 60 months.

Lot 4 - Implementation Authorized User Agreements fully executed prior to the expiration of the OGS Centralized Contract shall survive the expiration date of the OGS Centralized Contract based on the term of the Authorized User Agreement. An Authorized User Agreement for Lot 4, including any extensions, shall be no longer than 60 months in duration.

PREFERRED SOURCE PRODUCTS State Finance Law §162 requires that governmental entities afford first priority to the products/services of Preferred Source suppliers such as Correctional Industries (Corcraft), New York State Preferred Source Program for People who are Blind, and NYS Industries for the Disabled (NYSID), when such products/services meet the form, function and utility of the Authorized User. An Authorized User must determine if a particular commodity or service is approved for a Preferred Source and follow the requirements of State Finance Law §162(3) or (4)(b), respectively, before engaging the Contractor. Some products/services in the Contract may be available from one or more Preferred Sources.

RES91




Contractor will be required to prominently display the following language on all pricelists: Authorized Users Note: Some products/services in this Contract may be available from one or more Preferred Sources. Authorized Users are reminded to comply with the statutory requirements under §162 of the State Finance Law and the guidelines issued by the State Procurement Council to afford first priority to products/services available from Preferred Sources which meet your form, function and utility. The complete, updated list of Preferred Source Offerings is available on the OGS website, at http://www.ogs.state.ny.us/procurecounc/pdfdoc/pslist.pdf.

TRADE-INS An Authorized User may trade in Products when making purchases from this Contract. Trade-ins must be negotiated between the Authorized User and the Contractor as there is no mandatory trade-in policy established in this Contract. Contractor is prohibited from imposing any mandatory requirements or restrictions on Product disposal (e.g., prohibiting cross-brand trade-ins), other than generic environmental safety concerns. An Authorized User is obligated to actively seek current fair market value when trading in Products and must keep accurate records in the procurement record verifying the process. For State Agencies, such trade-ins must comply with State Finance Law § 167 and it may be necessary to provide supporting documentation to the Office of the State Comptroller.

NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES Authorized Users may require, as part of an RFQ, Contractor compliance with applicable ITS policies found at: http://www.its.ny.gov/tables/technologypolicyindex.htm.

RECALLS Contractor shall immediately notify OGS of any recalls pertaining to any items awarded to the Contractor.

AMERICANS WITH DISABILITIES ACT (ADA) The Federal ADA Act, signed into law July 26, 1990, bars employment discrimination and requires all levels of Government to provide necessary and reasonable accommodations to qualified workers with disabilities. Contractors are required to identify and offer any software or hardware products they manufacture or adapt which may be used or adapted for use by visually, hearing, or any other physically impaired individuals. Although it is not mandatory for Contractors to have this equipment in order to receive an award, it is necessary to identify any such equipment they have which falls into the above category.

DIESEL EMISSION REDUCTION ACT Pursuant to §19-0323 of the N.Y. Environmental Conservation Law (“the Law”) it is a requirement that heavy duty diesel vehicles in excess of 8,500 pounds use the best available retrofit technology (“BART”) and ultra low sulfur diesel fuel (“ULSD”). The requirement of the Law applies to all vehicles owned, operated by or on behalf of, or leased by State agencies and State or regional public authorities. It also requires that such vehicles owned, operated by or on behalf of, or leased by State agencies and State or regional public authorities with more than half of its governing body appointed by the Governor utilize BART. The Law may be applicable to vehicles used by Contractors “on behalf of” State agencies and public authorities and require certain reports from Contractors. All heavy duty diesel vehicles must have BART by the deadline provided in the Law. The Law also provides a list of exempted vehicles. Regulations set forth in 6 NYCRR Parts 248 and 249 provide further guidance. The Bidder hereby certifies and warrants that all heavy duty vehicles, as defined in the Law, to be used under this contract, will comply with the specifications and provisions of the Law, and 6 NYCRR Parts 248 and 249.

RES91




POOR PERFORMANCE

An Authorized User should notify OGS Customer Services promptly if the Contractor fails to meet the requirements of this Contract. Performance which does not comply with requirements or is otherwise unsatisfactory to the Authorized User should also be reported to Customer Services:

Office of General Services New York State Procurement Services

38th Floor Corning Tower Empire State Plaza Albany, NY 12242

Customer Services Coordination E-mail: [email protected] Telephone: (518) 474-6717

MERCURY ADDED CONSUMER PRODUCTS

Contractor agrees that it will not sell or distribute fever thermometers containing mercury or any products containing elemental mercury for any purpose under this Contract.

SURPLUS/TAKE-BACK/RECYCLING A. A State agency is reminded of its obligation to comply with the NY State Finance Law §§ 167, Transfer and Disposal of

Personal Property, and 168, The Management of Surplus Computer Equipment, regarding transfer and disposal of surplus personal property before utilizing take-back, recycling, or other options for disposition of equipment that is still in operable condition.

B. If Contractor offers a take-back/recycling program, then Contractor shall provide a record of disposition to each Authorized User who participates in the take-back/recycling program for units transferred for disposition. Contractor shall provide documentation that the units were disposed of in an environmentally sound manner in compliance with applicable local, state and federal laws. See Section C below for specific requirements governing electronic equipment recycling.

C. The NYS Department of Environmental Conservation (DEC) Electronic Equipment Recycling and Reuse Act (“Act”) (Environmental Conservation Law, Article 27, Title 26, Electronic Equipment Recycling and Reuse), requires manufacturers to establish a convenient system for the collection, handling, and recycling or reuse of electronic waste. If Contractor is a manufacturer of electronic equipment covered by the Act, Contractor agrees to comply with the requirements of the Act. More information regarding the Act can be found on the DEC website at: http://www.dec.ny.gov/chemical/65583.html.

D. If a Contractor offers a take-back/recycling program or offers an electronic equipment recycling program pursuant to the Act, and an Authorized User participates in same, then the Authorized User shall ensure the destruction of all data from any hard drives surrendered with the machines/covered electronic equipment. Contractor shall not require an Authorized User to surrender the hard drive, as an Authorized User may wish to retain the hard drive for security purposes. Contractor shall advise the Authorized User in advance if the retention of the hard drive results in additional fees or reduction in trade-in value. It is recommended that an Authorized User use a procedure for ensuring the destruction of confidential data stored on hard drives or other storage media that meets or exceeds the National Institute of Standards and Technology (NIST) Guidelines for Media Sanitation as found in NIST Special Publication 800-88.

USE OF RECYCLED OR REMANUFACTURED MATERIALS

New York State supports and encourages Contractors to use recycled, remanufactured or recovered materials in the manufacture of Products and packaging to the maximum extent practicable without jeopardizing the performance or intended end use of the Product or packaging unless such use is precluded due to health or safety requirements or product specifications contained herein. Refurbished or remanufactured components are required to be restored to original performance and regulatory standards and functions and are required to meet all other requirements of this Contract. Warranties on refurbished or remanufactured components must be identical to the manufacturer's new equipment warranty or industry's normal warranty when remanufacturer does not offer new equipment.

RES91




ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER 4 New York State is committed to environmental sustainability and endeavors to procure products with reduced environmental impact. One example of this commitment may be found in Executive Order No. 4 (Establishing a State Green Procurement and Agency Sustainability Program), which imposes certain requirements on State Agencies, authorities, and public benefit corporations when procuring commodities, services, and Hardware. More information on Executive Order No. 4, including specifications for offerings covered by this Contract, may be found at http://www.ogs.ny.gov/GreenNY.

BULK DELIVERY AND ALTERNATIVE PACKAGING MATERIALS New York State encourages the use of innovative packaging that reduces the weight of packaging and the generation of packaging waste. A Contractor is encouraged to use reusable materials and containers and to utilize packaging configurations that take advantage of storage containers designed to be part of the product for the shipment of multi-unit purchases. New York State recognizes that these packaging methods are in the development stage and may not be currently available. Authorized Users are urged to inquire about these programs at the time of purchase and determine the best solution for their needs.

EPA ENERGY STAR PROGRAM The Federal EPA, in cooperation with the Manufacturers, continues a program to foster the manufacture of energy efficient equipment. New York State fully supports this effort. The State may discontinue use of and/or delete from the Contract selected Products as mandated by any Federal, State or local energy legislation that is enacted during the term of this Contract. The Contractor shall have no recourse with the State for such discontinuance/deletion.

NO DRUGS OR ALCOHOL For reasons of safety and public policy, in any Contract resulting from this procurement, the use of illegal drugs and/or alcoholic beverages by the Contractor or its personnel shall not be permitted while performing any phase of the work herein specified.

TRAFFIC INFRACTIONS The State will not be liable for any expense incurred by the Contractor for any parking fees or as a consequence of any traffic infraction or parking violations attributable to employees of the Contractor.

NOTICES All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments (including updates to Appendix D – Contractor and Reseller Information) given pursuant to this Contract shall be in writing and shall be validly given when mailed by registered or certified mail, or hand delivered, (i) if to the State, addressed to the State at its address:

22802 Contract Administrator Office of General Services

New York State Procurement Services 38th Floor Corning Tower

Empire State Plaza Albany, NY 12242

and (ii) if to Contractor, addressed to Contract Administrator at the address included in Appendix D – Contractor and Reseller Information. Either Party may from time to time, specify any address in the United States as its address for purpose of notices under this Agreement by giving fifteen (15) days written notice to the other party. The Parties agree to mutually designate individuals as their respective representatives for purposes of the Contract. All notices sent shall be effective upon actual receipt by the receiving party. The Contractor will be required to forward a copy of the official notice to an Authorized User that is associated with the subject of the notice. Written notice of any alleged breach by one party to the other shall provide specific facts, circumstances and grounds upon which the breach is being declared.

RES91




ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE

For State Agency Authorized User Acquisitions: Any web-based information and applications development, or programming delivered pursuant to the contract or procurement, will comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility of Web-Based Information and Applications as follows:

Any web-based information and applications development, or programming delivered pursuant to the contract or procurement, will comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility of Web-Based Information and Applications as such policy may be amended, modified or superseded, which requires that state agency web-based information and applications are accessible to persons with disabilities. Web-based information and applications must conform to New York State Enterprise IT Policy NYS-P08-005 as determined by quality assurance testing. Such quality assurance testing will be conducted by the State Agency Authorized User and the results of such testing must be satisfactory to the Authorized User before web-based information and applications will be considered a qualified deliverable under the contract or procurement.

CAPTIONS

The captions contained in this Contract are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof.

SEVERABILITY If any provision of this Contract is deemed invalid or unenforceable by OGS, such determination shall have no effect on the balance of the Contract, which shall be enforced and interpreted as if such provision was never included in the Contract.

PERFORMANCE OF SERVICES The Contractor is responsible for fully meeting all obligations set forth in the Contract and for providing Product in accordance with the Contract or any Authorized User Agreement.

REMOVAL OF RECORDS FROM PREMISES Contractor shall not remove any documents, papers, files, or Data (records), whether in hard copy or electronic form, from the premises of an Authorized User or from electronic storage media used by the Authorized User without prior written approval of the Authorized User. In addition, Contractor shall not, remotely or otherwise, access, modify, copy, destroy, or delete such records without prior written approval of the Authorized User.

CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS The following requirements shall supplement the requirements of Appendix B, § 42 and 44: The Contractor shall not in any way be relieved of any responsibility under the Contract by any subcontract. The Contractor shall be solely responsible to the State and Authorized User for the acts or defaults of its Subcontractors

and of such Subcontractors' officers, agents, and employees, each of whom shall for this purpose, be deemed to be the agent or employee of the Contractor to the extent of its subcontract.

Any Deliverable provided or furnished by a Subcontractor shall be deemed for purposes of the Contract to be provided or furnished by the Contractor.

The Contractor shall inform each Subcontractor fully and completely of all provisions and requirements of the Contract, including: a. those relating either directly or indirectly to the Deliverables to be provided and the materials to be furnished or

Services provided pursuant to its respective subcontract, b. to maintain and protect against any unauthorized disclosure of records with respect to work performed under the

subcontract in the same manner as required of the Contractor, c. those relating to the State’s rights to audit records and d. to cooperate with any investigation, audit, or other inquiry related to the Contract or any litigation relating thereto.

Contractor agrees that every such subcontract shall expressly stipulate that all labor performed and materials furnished pursuant thereto shall strictly comply with the requirements of the Contract and that no subcontract shall

RES91




impair the rights of the State or Authorized User or create any contractual relationship between the Subcontractor and the State or Authorized User.

Failure to disclose the identity of any and all Subcontractors used by the Contractor as required hereunder may, at the sole discretion of the Authorized User, result in a disqualification of the Subcontractor, if not immediately cured, or may result in termination of the Authorized User Agreement for cause.

The Contractor shall pay all Subcontractors for and on account of Services and/or Deliverables provided by such Subcontractors in accordance with the terms of their respective subcontracts. If and when required by the State or Authorized User, the Contractor shall submit satisfactory evidence that it has made such payment.

The Contractor shall, within 5 business days of the State or Authorized User written request, file promptly with the requestor a copy of any subcontract providing services for an Authorized User Agreement.

The Contractor shall require that the Subcontractor must pass through all terms and conditions of the Contract, including but not limited to Appendix A, to any lower tier subcontractors.

CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT

The provisions of this section shall apply unless otherwise agreed in the Authorized User Agreement. All employees of the Contractor, or of its Subcontractors, who shall perform under an Authorized User Agreement, shall possess the necessary qualifications, training, licenses, and permits as may be required within the jurisdiction where the Services specified are to be provided or performed, and shall be legally entitled to work in such jurisdiction. All Business Entities that perform Services under the Contract on behalf of Contractor shall, in performing the Services, comply with all applicable Federal, State, and local laws concerning employment in the United States.

Staffing Changes within Authorized User Agreement 1. Any staffing represented as key personnel are anticipated to fulfill the entire life of the project. If staffing changes are

required for any of the key personnel on the project prior to the completion of his or her assignment period, the Contractor shall first, before proceeding with such removal, consult with and seek the approval of the Authorized User. If, after said consultation, it is mutually agreed that such removal shall take place, the Contractor shall provide the resumes of up to 3 potential replacements with similar or better qualifications for the Authorized User review and approval within 3 business days, or as otherwise agreed to by the Authorized User.

2. The newly-assigned Contractor staff must have qualifications as good as or better than those of the replaced staff. At the commencement of the transition period, the departing staff and the new staff will work together to develop a written transition plan to transition the responsibilities. The Authorized User reserves the right to approve this transition plan.

3. The Authorized User shall also have the right in its reasonable discretion to request removal of a Contractor Staff member at any time, and the Contractor must provide the resumes of up to 3 potential replacements with similar or better qualifications for the Authorized User’s review and approval within 3 business days, or as otherwise agreed to by the Authorized User. Any associated cost will be borne by the Contractor. As documentation to facilitate knowledge transfer is the sole responsibility of the Contractor, the replacement staff will be provided at no cost during the knowledge transfer period.

4. Where Contractor Staff ceases work for reasons beyond the control of the Contractor, the Contractor must immediately notify the Authorized User and provide the resumes of up to 3 potential replacements with similar or better qualifications for the Authorized User’s review and approval within 3 business days, or as otherwise agreed to by the Authorized User. a. Reasons beyond the control of the Contractor shall be defined as: (i) death of the Contractor Staff member; (ii)

disability or illness; (iii) Contractor Staff member resigns his or her position; (iv) termination for cause by the Contractor; (v) military service or (vi) any other reason deemed acceptable by the Authorized User.

b. The provisions of this section do not preclude any Contractor Staff member from reasonable sick leave or annual leave.

5. Upon the Authorized User’s approval, replacement staff will become project staff and will be subject to the terms and conditions of the Contract and Authorized User Agreement.

If the Authorized User does not approve one of the proposed replacement candidates, the Contractor must provide additional candidates for the Authorized User’s review within three (3) business days. If the Authorized User still does not find a proposed replacement acceptable, the Authorized User reserves the right to either suspend activities under the Authorized User Agreement or terminate the Authorized User Agreement for cause pursuant to Appendix B paragraph 47, Termination.

RES91




ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT

Additional Contractor Terms and Conditions may become part of an Authorized User Agreement in accordance with Section 28 of Appendix B.

EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS AND SERVICE CONTRACTORS

Civil Service Law § 97 and State Finance Law § 163 establish reporting requirements for maintaining certain information concerning Contract Employees working under State Agency service and consulting Contracts. State Agency consultant Contracts are defined as “Contracts entered into by a state Agency for analysis, evaluation, research, training, data processing, computer programming, engineering, environmental health and mental health services, accounting, auditing, paralegal, legal, or similar services” (“covered consultant Contract” or “covered consultant services”). The information must be provided to the state Agency awarding such Contracts, OSC, DOB and CS. To meet these requirements, the Contractor agrees to complete:

A. Form A - Contractor’s Planned Employment Form, if required. Note: State Agencies are required to furnish this information but may require a Contractor to submit the information.

B. Form B - Contractor’s Annual Employment Report. Throughout the term of the Contract by May 15th of each year

the Contractor agrees to report the following information to the State Agency awarding the Contract, or if the Contractor has provided Contract Employees pursuant to an Centralized Contract, such report must be made to the State Agency purchasing from such Contract. For each covered consultant Contract in effect at any time between the preceding April 1st through March 31st fiscal year or for the period of time such Contract was in effect during such prior State fiscal year Contractor reports the:

1. Total number of Employees employed to provide the consultant services, by employment category. 2. Total number of hours worked by such Employees. 3. Total compensation paid to all Employees that performed consultant services under such Contract.*

*NOTE: The information to be reported is applicable only to those Employees who are directly providing services or directly performing covered consultant services. However, such information shall also be provided relative to Employees of Subcontractors who perform any part of the service Contract or any part of the covered consultant Contract. This information does not have to be collected and reported in circumstances where there is ancillary involvement of an Employee in a clerical, support, organizational or other administrative capacity. Contractor agrees to simultaneously report such information to The Department of Civil Service (CS) and OSC as designated below:

Department of Civil Service Alfred E. Smith State Office Building Albany, NY 12239

Office of the State Comptroller Bureau of Contracts 110 State St., 11th Floor Albany, New York Attn: Consultant Reporting Fax: (518) 474-8030 or (518) 473-8808

Contractor is advised herein and understands that this information is available for public inspection and copying pursuant to §87 of the New York State Public Officers Law (Freedom of Information Law). In the event individual Employee names or social security numbers are set forth on a document, the State Agency making such disclosure is obligated to redact both the name and social security number prior to disclosure. Further information is available in Section XI.18.C of the Office of the State Comptroller’s Guide to Financial Operations (http://www.osc.state.ny.us/agencies/guide/MyWebHelp/), “Consultant Disclosure Legislation.”

RES91




INSTRUCTIONS FOR COMPLETING FORM A AND B

Form A and Form B should be completed for Contracts for consulting services in accordance with Section XI.18.C of the Office of the State Comptroller’s Guide to Financial Operations (http://www.osc.state.ny.us/agencies/guide/MyWebHelp/), “Consultant Disclosure Legislation,” and the following:

A. Form A - Contractor’s Planned Employment Form (available from and submitted to the using

Agency, if necessary.) (Form AC-3271-S: http://www.osc.state.ny.us/agencies/forms/index.htm) B. Form B - Contractor’s Annual Employment Report (to be completed by May 15th of each year for

each consultant Contract in effect at any time between the preceding April 1st through March 31st fiscal year and submitted to the CS, OSC and procuring Agency.) (Form AC-3272-S: http://www.osc.state.ny.us/agencies/forms/index.htm)

Scope of Contract: choose a general classification of the single category that best fits the predominate nature of the services provided under the Contract. Employment Category: enter the specific occupation(s), as listed in the O*NET occupational classification system, which best describes the Employees providing services under the Contract. (Note: Access the O*NET database, which is available through the US Department of Labor’s Employment and Training Administration, on-line at online.onetcenter.org to find a list of occupations.) Number of Employees: enter the total number of Employees in the employment category employed to provide services under the Contract during the report period, including part time Employees and Employees of subcontractors. Number of Hours: enter the total number of hours worked during the report period by the Employees in the employment category. Amount Payable under the Contract: enter the total amount paid by the State to the State Contractor under the Contract, for work by the Employees in the employment category, for services provided during the report period.

CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS

The Contractor shall comply with all State and Authorized User policies regarding compliance with various confidentiality and privacy laws, rules and regulations, including but not limited to the Family Educational Rights and Privacy Act (FERPA), the Health Insurance and Portability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH). As part of such compliance, Contractor shall execute written confidentiality/non-disclosure agreements as requested by the State or an Authorized User.

FEDERAL FUNDING For an Authorized User using Federal funds, Contractor shall cooperate in adding to the Authorized User’s Agreement any Federal funding contract clauses necessary for the Authorized User’s Project. An Authorized User shall identify to Contractor, as a condition of using this Contract and during the RFQ process, whether Federal funds will be utilized for the Project.

ELECTRONIC WORKFLOW SYSTEM OGS reserves the right to incorporate an electronic workflow system that may include elements of the Authorized User RFQ process. OGS reserves the right to post Authorized User Contract usage of Centralized Contracts.

TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY For Lot 4 only, when provided for in the RFQ and resultant Authorized User Agreement, the Authorized Users may reimburse travel expenses. All rules and regulations associated with this travel can be found at http://osc.state.ny.us/agencies/travel/travel.htm. In no case will any travel reimbursement be charged that exceeds these rates. All travel will be paid only as specified within the Authorized User Agreement and must be billed with the associated services on the same Invoice with receipts attached.

RES91




The Contractor shall receive prior approval from the Authorized User for any travel that occurs during the term of an Authorized User Agreement. Parking fees and/or parking tickets shall not be paid by an Authorized User. Unless otherwise specified in writing by the Authorized User, a vehicle will not be provided by Authorized User to the Contractor for travel. Therefore, the Contractor will be responsible for ensuring that the Contractor has access to an appropriate vehicle (e.g., personal vehicle or rental vehicle) or common carrier with which to carry out any necessary travel. For the Contractor to obtain reimbursement for the use of a rental vehicle, such use must be justified as the most cost-effective mode of transportation under the circumstances (including consideration of the most effective use of time). The Contractor is responsible for keeping adequate records to substantiate any claims for travel reimbursement. All services provided under the resultant Authorized User Agreement must be performed within CONUS.

PERFORMANCE AND BID BONDS There are no BONDS for this Contract. However, an Authorized User may require in an RFQ a performance, payment or Bid bond, or negotiable irrevocable letter of credit or other form of security for the faithful performance for the resultant Authorized User Agreement.

CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN

I. New York State Law Pursuant to New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New York Codes, Rules and Regulations (“NYCRR”), the New York State Office of General Services (“OGS”) is required to promote opportunities for the maximum feasible participation of New York State-certified Minority- and Women-owned Business Enterprises (“MWBEs”) and the employment of minority group members and women in the performance of OGS contracts.

II. General Provisions A. OGS is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR Parts

140-145 (“MWBE Regulations”) for all State contracts as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property renovations and construction.

B. The Contractor agrees, in addition to any other nondiscrimination provision of the Contract, and at no additional cost to OGS, to fully comply and cooperate with OGS in the implementation of New York State Executive Law Article 15-A and the regulations promulgated thereunder. These requirements include equal employment opportunities for minority group members and women (“EEO”) and contracting opportunities for MWBEs. Contractor’s demonstration of “good faith efforts” pursuant to 5 NYCRR § 142.8 shall be a part of these requirements. These provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive Law Article 15 (the “Human Rights Law”) or other applicable federal, State, or local laws.

C. Failure to comply with all of the requirements herein may result in a finding of non-responsiveness, a finding of non-

responsibility, breach of contract, withholding of funds, liquidated damages pursuant to clause IX of this section, and/or enforcement proceedings as allowed by the Contract and applicable law.

III. Equal Employment Opportunity (EEO) A. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder pertaining

to equal employment opportunities for minority group members and women shall apply to all Contractors, and any subcontractors, awarded a subcontract over $25,000 for labor, services, including legal, financial and other professional services, travel, supplies, equipment, materials, or any combination of the foregoing, to be performed for, or rendered or furnished to, the contracting State agency (the “Work”) except where the Work is for the beneficial use of the Contractor.

1. Contractor and subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability, or marital status. For these purposes, EEO shall

RES91




apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) the performance of work or the provision of services or any other activity that is unrelated, separate, or distinct from the Contract; or (ii) employment outside New York State.

2. By entering into this Contract, Contractor certifies that the text set forth in clause 12 of Appendix A, attached hereto and made a part hereof, is Contractor’s equal employment opportunity policy. In addition, Contractor agrees to comply with the Non-Discrimination Requirements set forth in clause 5 of Appendix A.

B. Form EEO 100 - Staffing Plan. To ensure compliance with this section, the Contractor agrees to submit, or has

submitted with the Bid, a staffing plan on Form EEO 100 to OGS to document the composition of the proposed workforce to be utilized in the performance of the Contract by the specified categories listed, including ethnic background, gender, and federal occupational categories.

C. Form EEO 101 - Workforce Utilization Reporting Form (Commodities and Services) (“Form EEO-101-Commodities

and Services”) 1. The Contractor shall submit, and shall require each of its subcontractors to submit, a Form EEO-101-

Commodities and Services to OGS to report the actual workforce utilized in the performance of the Contract by the specified categories listed including ethnic background, gender, and Federal occupational categories. The Form EEO-101-Commodities and Services must be submitted electronically to OGS at [email protected] on a quarterly basis during the term of the Contract by the 10th day of April, July, October, and January.

2. Separate forms shall be completed by Contractor and all subcontractors. 3. In limited instances, the Contractor or subcontractor may not be able to separate out the workforce utilized in

the performance of the Contract from its total workforce. When a separation can be made, the Contractor or subcontractor shall submit the Form EEO-101-Commodities and Services and indicate that the information provided relates to the actual workforce utilized on the Contract. When the workforce to be utilized on the Contract cannot be separated out from the Contractor's or subcontractor's total workforce, the Contractor or subcontractor shall submit the Form EEO-101-Commodities and Services and indicate that the information provided is the Contractor's or subcontractor’s total workforce during the subject time frame, not limited to work specifically performed under the Contract.

D. Contractor shall comply with the provisions of the Human Rights Law and all other State and federal statutory and

constitutional non-discrimination provisions. Contractor and subcontractors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status, or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest.

RES91




IV. Contract Goals A. For purposes of this procurement, OGS hereby establishes the following goals for Minority-owned Business

Enterprises (MBE) participation. Women-owned Business Enterprises (WBE) participation, and total Minority- and Women-Owned Business Enterprises (collectively referred to as MWBE) participation:

Lot No. Lot Description MBE Goal WBE Goal

Total MWBE Goal

1 Software 10 % 10 % 20 % 2 Hardware 10 % 10 % 20 %

3 Cloud 0 % 0 % 0 % (see note below)

4 Implementation Services 15 % 15 % 30 % Questions regarding compliance with MWBE participation goals should be directed to the OGS Office for Minority- and Women- Owned Business Enterprises Designated Contacts identified as follows:

New York State Office of General Services Office for Minority and Women Owned Businesses & Community Relations

Empire State Plaza, Corning Tower - 29th Floor Albany, NY 12242

Primary Contact Anuola Surgick 518-486-9284

[email protected] Secondary Contacts

Tryphina Ramsey 518-473-7083

[email protected]

Lori Brodhead 518-473-7083

[email protected]

Ashley Pallone 518-473-7083

[email protected]

Mariam Mehanna 518-473-7083

[email protected]

Note that with respect to Lot Number 3 Cloud only: OGS has conducted a comprehensive search and has determined that the Contract does not offer sufficient opportunities to set goals for participation by MWBEs as subcontractors, service providers and suppliers to the awarded Contractors. Contractors are, however, encouraged to make every good faith effort to promote and assist the participation of MWBEs for Lot 3, Cloud, who perform commercially useful functions on this Contract for the provision of services and materials. The total Contract goal can be obtained by utilizing any combination of MBE and/or WBE participation for subcontracting and supplies acquired under the Contract.

B. For purposes of providing meaningful participation by MWBEs on the Contract and achieving the Contract goals established in clause IV-A hereof, Contractor should reference the directory of New York State Certified MWBEs found at the following internet address: https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp?TN=ny&XID=2528. The MWBE Regulations are located at 5 NYCRR §§ 140 – 145. Questions regarding compliance with MWBE participation goals should be directed to the Designated Contacts within the OGS Office of Minority- and Women-Owned Business Enterprises. Additionally, following Contract execution, Contractor is encouraged to contact the Division of Minority and Women’s Business Development ((518) 292-5250; (212) 803-2414; or (716) 846-8200) to discuss additional methods of maximizing participation by MWBEs on the Contract.

C. Contractor must document “good faith efforts” to provide meaningful participation by MWBEs as subcontractors or suppliers in the performance of the Contract (see clause VII below).

RES91




V. MWBE Utilization Plan A. In accordance with 5 NYCRR § 142.4, Bidders are required to submit a completed Utilization Plan on Form MWBE

100 with their bid.

B. The Utilization Plan shall list the MWBEs the Bidder intends to use to perform the Contract, a description of the Contract scope of work the Bidder intends the MWBE to perform to meet the goals on the Contract, and the estimated or, if known, actual dollar amounts to be paid to an MWBE. By signing the Utilization Plan, the Bidder acknowledges that making false representations or including information evidencing a lack of good faith as part of, or in conjunction with, the submission of a Utilization Plan is prohibited by law and may result in penalties including, but not limited to, termination of a contract for cause, loss of eligibility to submit future bids, and/or withholding of payments. Any modifications or changes to the agreed participation by New York State Certified MWBEs after the Contract award and during the term of the Contract must be reported on a revised MWBE Utilization Plan and submitted to OGS.

C. By entering into the Contract, Bidder/Contractor understands that only sums paid to MWBEs for the performance of a commercially useful function, as that term is defined in 5 NYCRR § 140.1, may be applied towards the achievement of the applicable MWBE participation goal. When an MWBE is serving as a broker on the Contract, only 25 percent of all sums paid to a broker shall be deemed to represent the commercially useful function performed by the MWBE.

D. OGS will review the submitted MWBE Utilization Plan and advise the Bidder of OGS acceptance or issue a notice of deficiency within 30 days of receipt.

E. If a notice of deficiency is issued; Bidder agrees that it shall respond to the notice of deficiency, within 7 business days of receipt, by submitting to OGS a written remedy in response to the notice of deficiency. If the written remedy that is submitted is not timely or is found by OGS to be inadequate, OGS shall notify the Bidder and direct the Bidder to submit, within 5 business days of notification by OGS, a request for a partial or total waiver of MWBE participation goals on Form BDC 333. Failure to file the waiver form in a timely manner may be grounds for disqualification of the bid or proposal.

F. OGS may disqualify a Vendors Submission as being non-responsive under the following circumstances: (a) If a Bidder fails to submit an MWBE Utilization Plan; (b) If a Bidder fails to submit a written remedy to a notice of deficiency; (c) If a Bidder fails to submit a request for waiver; or (d) If OGS determines that the Bidder has failed to document good faith efforts.

G. If awarded a Contract, Contractor certifies that it will follow the submitted MWBE Utilization Plan for the performance of MWBEs on the Contract pursuant to the prescribed MWBE goals set forth in clause IV-A of this Section.

H. Bidder/Contractor further agrees that a failure to submit and/or use such completed MWBE Utilization Plan shall constitute a material breach of the terms of the Contract. Upon the occurrence of such a material breach, OGS shall be entitled to any remedy provided herein, including but not limited to, a finding of Contractor non-responsiveness.

VI. Request for Waiver

A. Prior to submission of a request for a partial or total waiver, Bidder/Contractor shall speak to the Designated Contacts

of the OGS Office of Minority- and Women-Owned Business Enterprises for guidance. B. In accordance with 5 NYCRR § 142.7, a Bidder/Contractor who is able to document good faith efforts to meet the

goal requirements, as set forth in clause VII below, may submit a request for a partial or total waiver on Form BDC 333, accompanied by supporting documentation. A Bidder may submit the request for waiver at the same time it submits its MWBE Utilization Plan. If a request for waiver is submitted with the MWBE Utilization Plan and is not accepted by OGS at that time, the provisions of clauses V(C), (D) & (E) will apply. If the documentation included with the Bidder’s/Contractor’s waiver request is complete, OGS shall evaluate the request and issue a written notice of acceptance or denial within twenty (20) business days of receipt.

C. Contractor shall attempt to utilize, in good faith, any MBE or WBE identified within its MWBE Utilization Plan, during

the performance of the Contract. Requests for a partial or total waiver of established goal requirements made

RES91




subsequent to Contract award may be made at any time during the term of the Contract to OGS, but must be made no later than prior to the submission of a request for final payment on the Contract.

D. If OGS, upon review of the MWBE Utilization Plan and Monthly MWBE Contractor Compliance Reports, determines

that Contractor is failing or refusing to comply with the contract goals and no waiver has been issued in regards to such non-compliance, OGS may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within 7 business days of receipt. Such response may include a request for partial or total waiver of MWBE contract goals.

VII. Required Good Faith Efforts

In accordance with 5 NYCRR § 142.8, Contractors must document their good faith efforts toward utilizing MWBEs on the Contract. Evidence of required good faith efforts shall include, but not be limited to, the following:

1. A list of the general circulation, trade, and MWBE-oriented publications and dates of publications in which the Contractor solicited the participation of certified MWBEs as subcontractors/suppliers, copies of such solicitations, and any responses thereto.

2. A list of the certified MWBEs appearing in the Empire State Development (“ESD”) MWBE directory that were solicited for this Contract. Provide proof of dates or copies of the solicitations and copies of the responses made by the certified MWBEs. Describe specific reasons that responding certified MWBEs were not selected.

3. Descriptions of the Contract documents/plans/specifications made available to certified MWBEs by the Contractor when soliciting their participation and steps taken to structure the scope of work for the purpose of subcontracting with, or obtaining supplies from, certified MWBEs.

4. A description of the negotiations between the Contractor and certified MWBEs for the purposes of complying with the MWBE goals of this Contract.

5. Dates of any pre-bid, pre-award, or other meetings attended by Contractor, if any, scheduled by OGS with certified MWBEs whom OGS determined were capable of fulfilling the MWBE goals set in the Contract.

6. Other information deemed relevant to the request. VIII. Monthly MWBE Contractor Compliance Report

A. In accordance with 5 NYCRR § 142.10, Contractor is required to report Monthly MWBE Contractor Compliance to OGS during the term of the Contract for the preceding month’s activity, documenting progress made towards achievement of the Contract MWBE goals. OGS requests that all Contractors use the New York State Contract System (“NYSCS”) to report subcontractor and supplier payments made by Contractor to MWBEs performing work under the Contract. The NYSCS may be accessed at https://ny.newnycontracts.com/. This is a New York State-based system that all State agencies and authorities will be implementing to ensure uniform contract compliance reporting throughout New York State.

B. When a Contractor receives a payment from a State agency, it is the Contractor’s responsibility to pay its subcontractors and suppliers in a timely manner. On or after the first day of each month, the Contractor will receive an email or fax notification (“audit notice”) indicating that a representative of its company needs to log-in to the NYSCS to report the company’s MWBE subcontractor and supplier payments for the preceding month. The Contractor must also report when no payments have been made to a subcontractor or supplier in a particular month with entry of a zero dollar value in the NYSCS. Once subcontractor and supplier payments have been entered into the NYSCS, the subcontractor(s) and supplier(s) will receive an email or fax notification advising them to log into the NYSCS to confirm that they actually received the reported payments from the Contractor. It is the Contractor’s responsibility to educate its MWBE subcontractors and suppliers about the NYSCS and the need to confirm payments made to them in the NYSCS.

C. To assist in the use of the NYSCS, OGS recommends that all Contractors and MWBE subcontractors and suppliers sign up for the following two webinar trainings offered through the NYSCS: “Introduction to the System – Vendor training” and “Contract Compliance Reporting - Vendor Training” to become familiar with the NYSCS. To view the training schedule and to register visit: https://ny.newnycontracts.com/events.asp

D. As soon as possible after the Contract is approved, Contractor should visit https://ny.newnycontracts.com and click on “Account Lookup” to identify the Contractor’s account by company name. Contact information should be reviewed and updated if necessary by choosing “Change Info.” It is important that the staff member who is responsible for reporting payment information for the Contractor be listed as a user in the NYSCS. Users who are not already listed may be added through “Request New User.” When identifying the person responsible, please add “- MWBE Contact” after his or her last name (i.e., John Doe – MWBE Contact) to ensure that the correct person

RES91




receives audit notices from the NYSCS. NYSCS Technical Support should be contacted for any technical support questions by clicking on the links for “Contact Us & Support” then “Technical Support” on the NYSCS website.

E. If Contractor is unable to report MWBE Contractor Compliance via the NYSCS, Contractor must submit a Monthly MWBE Contractor Compliance Report on Form MWBE 102 to OGS, by the 10th day of each month during the term of the Contract, for the preceding month’s activity to: OGS MWBE Office, 29th Floor Corning Tower, Empire State Plaza, Albany, NY 12242. Phone: 518-486-9284; Fax: 518-486-9285.

F. It is the Contractor’s responsibility to report subcontractor and supplier payments. Failure to respond to payment audits in a timely fashion through the NYSCS, or by paper to OGS, may jeopardize future payments pursuant to the MWBE liquidated damages provisions in clause IX below.

IX. Breach of Contract and Liquidated Damages

A. Where OGS determines that the Contractor is not in compliance with the requirements of subsection 4.7 of this Contract, and the Contractor refuses to comply with such requirements, or if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract, the Contractor shall be obligated to pay liquidated damages to OGS.

B. Such liquidated damages shall be calculated as an amount equaling the difference between:

1. All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and

2. All sums actually paid to MWBEs for work performed or materials supplied under the Contract.

C. If OGS determines that Contractor is liable for liquidated damages and such identified sums have not been withheld by OGS, Contractor shall pay such liquidated damages to OGS within sixty (60) days after they are assessed. Provided, however, that if the Contractor has filed a complaint with the Director of the Division of Minority and Women’s Business Development pursuant to 5 NYCRR § 142.12, liquidated damages shall be payable only in the event of a determination adverse to the Contractor following the complaint process.

X. Fraud Any suspicion of fraud, waste, or abuse involving the contracting or certification of MWBEs shall be immediately reported to ESD’s Division of Minority and Women’s Business Development at (855) 373-4692.

ALL FORMS ARE AVAILABLE AT: http://www.ogs.ny.gov/MWBE/Forms.asp

EMERGING TECHNOLOGIES The State reserves the right to modify the terms of this Contract or any future Periodic Recruitments, to allow for emerging technologies. OGS reserves the right to include such technology(ies) hereunder or to issue a formal modification or amendment to this Contract.

LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS To the extent that Contractor has received an award for Lot 3, Cloud, the following terms and conditions apply to Lot 3, Cloud. For the duration of an Authorized User Agreement, the Cloud Solution shall conform to the Cloud Solution Manufacturer’s specifications, Documentation, performance standards (including applicable license duration, warranties, guarantees, Service Level Agreements, service commitments, and credits).

PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE Contractor is responsible for providing physical and logical security for all Data, infrastructure (e.g. hardware, networking components, physical devices), and software related to the services the Contractor is providing under the Authorized User Agreement.

RES91




All Data security provisions agreed to by the Authorized User and Contractor within the Authorized User Agreement may not be diminished for the duration of the Authorized User Agreement without prior written agreement by the parties amending the Authorized User Agreement.

SECURITY POLICIES AND NOTIFICATIONS

State Security Policies and Procedures The Contractor and its personnel shall review and be familiar with all State security policies, procedures and directives currently existing or implemented during the term of the Contract, including ITS Policy NYS-P03-002 Information Security Policy (or successor policy).

Security Incidents Contractor shall address any Security Incidents in the manner prescribed in ITS Policy NYS-P03-002 Information Security Policy (or successor policy), including the New York State Cyber Incident Reporting Procedures incorporated therein or in such successor policy.

DATA BREACH - REQUIRED CONTRACTOR ACTIONS Unless otherwise provided by law, in the event of a Data Breach, the Contractor shall: 1. notify the ITS EISO and any potentially affected Authorized User(s), or their designated contact person(s), by telephone

as soon as possible, but in no event more than 24 hours from the time the Contractor confirms the Data Breach. An Authorized User may specify a shorter notification time in their RFQ;

2. consult with and receive authorization from the Authorized User as to the content of any notice to affected parties prior to notifying any affected parties to whom notice of the Data Breach is required, either by statute or by the Authorized User;

3. coordinate all communication regarding the Data Breach with the ITS EISO and Authorized User (including possible communications with third parties);

4. cooperate with the Authorized User, ITS EISO and any Contractor working on behalf of the Authorized User or ITS EISO in attempting (a) to determine the scope and cause of the breach; and (b) to prevent the future recurrence of such security breaches; and

5. take such corrective actions that the Contractor deems necessary to contain the Data Breach. Contractor shall provide Written notice to the Authorized User as to all such corrective actions taken by the Contractor to remedy the Data Breach. Unless otherwise agreed to in the Authorized User Agreement, if Contractor is unable to complete the corrective action within the required timeframe, the remedies provided in Appendix B, Section 52, Remedies for Breach shall apply and (i) the Authorized User may contract with a third party to provide the required services until corrective actions and services resume in a manner acceptable to the Authorized User, or until the Authorized User has completed a new procurement for a replacement service system; (ii) and the Contractor will be responsible for the reasonable cost of these services during this period.

Nothing herein shall in any way (a) impair the authority of the OAG to bring an action against Contractor to enforce the provisions of the New York State Information Security Breach Notification Act (ISBNA) or (b) limit Contractor’s liability for any violations of the ISBNA or any other applicable statutes, rules or regulations.

DATA OWNERSHIP, ACCESS AND LOCATION

Data Ownership The Authorized User shall own all right, title and interest in Data.

Authorized User Access to Data The Authorized User shall have access to its Data at all times, through the term of the Authorized User Agreement, plus the applicable period as specified in Section 3.11 Expiration, Termination or Suspension of Services.

RES91




The Authorized User shall have the ability to import or export Data in piecemeal or in its entirety at the Authorized User’s discretion at no charge to the Authorized User. This includes the ability for the Authorized User to import or export Data to/from other Contractors. This can, if specified within the Authorized User Agreement, be carried out by providing application programmable interface or other such efficient electronic tools.

Contractor Access to Data The Contractor shall not copy or transfer Data unless authorized by the Authorized User. In such an event the Data shall be copied and/or transferred in accordance with the provisions of this Section. Contractor shall not access any Data for any purpose other than fulfilling the service. Contractor is prohibited from Data Mining, cross tabulating, monitoring Authorized User’s Data usage and/or access, or performing any other Data analytics other than those required within the Authorized User Agreement. At no time shall any Data or processes (e.g. workflow, applications, etc.), which either are owned or used by the Authorized User be copied, disclosed, or retained by the Contractor or any party related to the Contractor. Contractors are allowed to perform industry standard back-ups of Data. Documentation of back-up must be provided to the Authorized User upon request. Contractor must comply with any and all security requirements within the Authorized User Agreement.

Data Location and Related Restrictions All Data shall remain in CONUS. Any Data stored, or acted upon, must be located solely in Data Centers in CONUS. Services which directly or indirectly access Data may only be performed from locations within the Continental United States (CONUS). All Data in transit must remain in CONUS and be encrypted in accordance with Section 3.7, Encryption, below.

Support Services All helpdesk, online, and support services which access any Data must be performed from within CONUS. At no time will any Follow the Sun support be allowed to access Data directly, or indirectly, from outside CONUS.

Infrastructure Support Services Infrastructure support services that do not directly or indirectly access Data may be provided in a Follow the Sun format, if expressly outlined within the Authorized User Agreement.

CONTRACTOR PORTABLE DEVICES Contractor shall not place Data on any portable Device unless Device is located and remains within Contractor’s CONUS Data Center. For Authorized Users subject to ITS policies, the Data, and/or the portable device containing the Data, shall be destroyed in accordance with applicable ITS destruction policies (ITS Policy S13-003 Sanitization/Secure Disposal and S14-003 Information Security Controls or successor) when the Contractor is no longer contractually required to store the Data.

TRANSFERRING OF DATA

General Except as required for reliability, performance, security, or availability of the services, the Contractor will not transfer Data unless directed to do so in writing by the Authorized User. All Data shall remain in CONUS. At the request of the Authorized User, the Contractor will provide the services required to transfer Data from existing Databases to physical storage devices, to facilitate movement of large volumes of Data. The Authorized User may require several Cloud providers to share or transfer Data for a period of time. This will be provided for in the Authorized User Agreement or shall be assumed to be limited to a six month duration.

RES91




Transfer of Data at End of Contract and/or Authorized User Agreement Term At the end of the Contract and/or Authorized User Agreement term, Contractor may be required to facilitate transfer of Data to a new Contractor. This transfer must be carried out as specified by the Authorized User in the Authorized User Agreement.

Transfer of Data; Charges Contractor cannot charge for the transfer of Data unless the charges are provided for in response to an Authorized User RFQ.

Transfer of Data; Contract Breach or Termination Notwithstanding Section 3.6.3, in the case of Contract breach or termination for cause of the Contract, all expenses for the transfer of Data shall be the responsibility of the Contractor. 3.6.5 Transfer Format Transfers may include, but are not limited to, conversion of all Data into or from an industry standard format or providing application programmable interface.

ENCRYPTION Data must be encrypted at all times unless specifically outlined otherwise in the Authorized User Agreement. At a minimum, encryption must be carried out at the most current NYS Encryption Standard (NYS-S14-007), (or successor policy with key access restricted to the Authorized User only, unless with the express written permission of the Authorized User. All Data in transit must be handled in accordance with ITS Policy NYS-S14-007 (or successor) or the National Institute of Standards and Technology (NIST) Federal Institute Processing Standard (FIPS)-140-2 or Transport Layer Security (TLS) 1, or TLS2 (or successor). The Authorized User Agreement shall specify the respective responsibilities of the Authorized User and the Contractor for the encryption of Data.

REQUESTS FOR DATA BY THIRD PARTIES Unless prohibited by law, Contractor shall notify the Authorized User in Writing within 24 hours of any request for Data (including requestor, nature of Data requested and timeframe of response) by a person or entity other than the Authorized User, and the Contractor shall secure Written acknowledgement of such notification from the Authorized User before responding to the request for Data. Unless compelled by law, the Contractor shall not release Data without the Authorized User’s prior Written approval.

SECURITY PROCESSES If requested by an Authorized User as part the Request for Quote process, Contractor shall complete a Consensus Assessment Initiative Questionnaire (CAIQ) including on an annual basis thereafter, if requested by the Authorized User. The CAIQ is available at Cloud Security Alliance (https://cloudsecurityalliance.org/). The CAIQ may be used to assist the Authorized User in building the necessary assessment processes when engaging with Contractors. In addition to a request for a CAIQ, Contractor shall cooperate with all reasonable Authorized User requests for a Written description of Contractor’s physical/virtual security and/or internal control processes. The Authorized User shall have the right to reject any Contractor’s RFQ response or terminate an Authorized User Agreement when such a request has been denied. For example, Federal, State and local regulations and/or laws may require that Contractors operate within the Authorized User’s regulatory environment. In order to ensure that security is adequate and free of gaps in control coverage, the Authorized User may require information from the Contractor’s Service Organization Controls (SOC) audit report.

RES91




UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT The Contractor shall give a minimum of 5 business days advance Written notice to the designated Authorized User contact of any upgrades, system changes and Maintenance/support actions that may potentially impact services described in the Authorized User Agreement. Upgrades, system changes, and Maintenance/support actions which are required by system vulnerabilities or emergency situations shall be carried out by the Contractor to protect the system. Authorized Users shall be notified by the Contractor as soon as possible after the change has taken place. Contractor shall provide documentation of upgrades, system changes and Maintenance/support actions upon request from an Authorized User.

EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES

Return of Data The Contractor shall return Data in a format agreed upon within the Authorized User Agreement or as agreed to with the Authorized User. This can, if specified within the Authorized User Agreement, be carried out by providing application programmable interface or other such efficient electronic tools. The Contractor must certify all Data has been removed from its system and removed from backups within timeframes established in the Authorized User Agreement or as agreed to with the Authorized User.

Suspension of Services During any period of suspension of service, the Authorized User shall have full access to all Data at no charge. This can, if specified within the Authorized User Agreement, be carried out by providing an application programmable interface or other such efficient electronic tools. The Contractor shall not take any action to erase and/or withhold any Authorized User Data, except as directed by the Authorized User.

Expiration or Termination of Services Upon expiration or termination of an Authorized User Agreement, the Authorized User shall have full access to all Data for a period of 60 calendar days. Unless noted in the original Authorized User Agreement, this period will be covered at no charge. This can, if specified within the Authorized User Agreement, be carried out by providing application programmable interface or other such efficient electronic tools. During this period, the Contractor shall not take any action to erase and/or withhold any Data, except as directed by the Authorized User. An Authorized User shall have the right to specify a period in excess of 60 calendar days in its RFQ.

SECURE DATA DISPOSAL When requested by the Authorized User, the Contractor shall destroy Data in all of its forms, including all back-ups. Data shall be permanently deleted and shall not be recoverable, according ITS Policy S13-003 Sanitization/Secure Disposal or successor and S14-003 Information Security Controls or successor. Certificates of destruction, in a form acceptable to the Authorized User, shall be provided by the Contractor to the Authorized User.

ACCESS TO SECURITY LOGS AND REPORTS Upon request, the Contractor shall provide access to security logs and reports to the State or Authorized User in a format as specified in the Authorized User Agreement.

CONTRACTOR PERFORMANCE AUDIT The Contractor shall allow the Authorized User to assess Contractor’s performance by providing any materials requested in the Authorized User Agreement (e.g., page load times, response times, uptime, and fail over time). The Authorized User may perform this Contractor performance audit with a third party at its discretion, at the Authorized User’s expense. The Contractor shall perform an independent audit of its Data Centers, at least annually, at Contractor expense. The Contractor will provide a data owner facing audit report upon request by the Authorized User. The Contractor shall identify

RES91




any confidential, trade secret, or proprietary information in accordance with Appendix B, Section 9(a), Confidential/Trade Secret Materials.

PERSONNEL

Background Checks The Authorized User Agreement may require the Contractor to conduct background checks on certain Contractor staff at no charge to the Authorized User.

Separation of Duties The Authorized User Agreement may require the separation of job duties, and that Contractor staff knowledge of Data be limited to that which is absolutely needed to perform job duties.

BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS If required in the Authorized User Agreement, the Contractor shall provide a Business Continuity and Disaster Recovery plan specific to the entire Cloud Solution provided. The Contractor shall specify how the BC/DR plan will impact access to the required features and functionality of the Cloud Product associated with the Authorized User Agreement.

COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS If required within the Authorized User Agreement, Contractor will provide verification of compliance with specific Federal, State and local regulations, laws and IT standards that the Authorized User is required to comply with. See Appendix F – Primary Security and Privacy Mandates.

AUTHENTICATION TOKENS The Authorized User Agreement may require authentication tokens for all systems. For more details, please see NYS ITS Policy S14-006 Authentication Tokens Standard or successor.

MODIFICATION TO CLOUD SERVICE DEPLOYMENT MODEL, SERVICE MODEL, AND/OR INITIAL FUNCTIONALITY WITHIN AN AUTHORIZED USER AGREEMENT

As Cloud services can be flexible and dynamic, delivery mechanisms may be subject to change. This may result in changes to the deployment model, service model, functionality, or SKU. The State and Authorized Users require notification of any such changes to ensure security and business needs are met. Any changes to the deployment model, service model, functionality, or SKU (e.g., PaaS to IaaS) must be provided to OGS via Appendix C - Contract Modification Procedure. In addition, notification must be provided to the Authorized User for review and acceptance, prior to implementation. Any changes to the Authorized User Agreement will require the Authorized User to re-assess the risk mitigation methodologies and strategies and revise the Authorized User Agreement as needed.

APPLICATION PROGRAM INTERFACE (API) OR SELF-SERVICE ELECTRONIC PORTAL Except as otherwise provided for in this Section 3, Contractor may offer an API or self-service electronic portal for such purposes as allowing the Authorized User to access security logs, reports, and audit information, to import or export Data, and for such other purposes as agreed to in the Authorized User Agreement.

RES91




LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4, Implementation Services.

REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS The RFQ for this Lot will contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at http://www.osc.state.ny.us/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.

BACKGROUND CHECKS The Authorized User Agreement may require the Contractor to conduct background checks on certain Contractor staff at no charge to the Authorized User.

FOREIGN EMPLOYEES H-1B VISA costs shall not be passed through to the Authorized User under this Contract. Although Authorized Users will not affirm employment for immigration purposes, an Authorized User may be asked to confirm Contractor’s statement of the individual’s employment for immigration purposes. Based on RFQ security requirements the Authorized User may require that all staff must be citizens of the United States, and if so, Authorized User will so indicate in the RFQ.

PROJECT PLAN

Development of Project Plan Upon the Authorized User’s request, the Contractor must develop a Project Plan. This Project Plan may include implementation personnel, installation timeframes, escalation procedures and an acceptance plan as appropriate for the services requested. Specific requirements of the plan will be defined in the RFQ. In response to the RFQ, the Contractor must agree to furnish all labor and supervision necessary to successfully perform services procured from this Lot.

Project Plan Document The Contractor will provide to the Authorized User, a Project Plan that may contain the following items: Name of the Project Manager, Contact Numbers and E-Mail Address; Names of the Project Team Members, Contact Numbers and E-Mail Address; A list of implementation milestones based on the Authorized User’s desired installation date; A list of responsibilities of the Authorized User during system implementation; A list of designated Contractor Authorized Personnel; Escalation procedures including management personnel contact numbers; Full and complete documentation of all implementation work; Samples of knowledge transfer documentation; and When applicable, a list of all materials and supplies required to complete the implementation described in the RFQ.

Materials and Supplies Required to Complete Implementation In the event that there are items required to complete an Implementation, the Contractor may request the items be added to its Contract if the items meet the scope of the Contract.

RES91




Negotiation of Final Project Plan If the Authorized User chooses to require a full Project Plan, the State further reserves the right for Authorized Users to negotiate the final Project Plan with the apparent RFQ awardee. Such negotiation must not substantively change the scope of the RFQ plan, but can alter timeframes or other incidental factors of the final Project Plan. Authorized User will provide the Contractor a minimum five business days’ notice of the final negotiation date. The Authorized User reserves the right to move to the next responsible and responsive bidder if Contractor negotiations are unsuccessful.

SINGLE POINT OF CONTACT The Contractor must provide, at the request of the Authorized User, a Single Point of Contact (SPOC) regardless of the breadth of the services being provided. The Contractor is required to provide the name and contact telephone numbers (desk, cell phone etc.) of the SPOC.

RETAINAGE The Authorized User may retain a percentage of each deliverable payment of no more than twenty-five (25) percent until the acceptance of the complete Implementation. This retainage may be reduced up to 5 percent as described in the SOW, when the Contractor substantially reduces the time required from the timeframes negotiated between the Authorized User and the Contractor.

ENHANCEMENTS TO SERVICES When the right is reserved in the RFQ, unanticipated enhancements to the services procured not exceeding a cumulative twenty (20) percent of the Implementation Service cost may be agreed to by the Authorized User. Such inclusion must be included in the Total Cost Evaluation. Such unanticipated enhancements will require a written Authorized User Agreement revision, which for NYS Agency Authorized Users will include an amended Purchase Order. Any changes that will result in exceeding this twenty (20) percent will require a new competitive RFQ. Contractor shall notify the Authorized User in writing when a requested scope change will exceed the cumulative twenty (20) percent total value of the Implementation Services.

RES91




THIS PAGE LEFT INTENTIONALLY BLANK

RES91




Signature Page IN WITNESS WHEREOF, the Parties have executed this Contract as of the date last written below. The Parties further hereby certify that original copies of this executed and approved signature page will be affixed, upon final approval, to exact copies of this Contract being executed simultaneously herewith. The acknowledgment must be fully and properly executed by an authorized person. By signing you certify your express authority to sign on behalf of yourself, your company, or other entity and full knowledge and acceptance of this agreement, Appendix A (Standard Clauses For New York State Contracts), Appendix B, and State Finance Law §139-j and §139-k (Procurement Lobbying), and that all information provided is complete, true and accurate. By signing, Contractor affirms that it understands and agrees to comply with the OGS procedures relative to permissible contacts as required by State Finance Law §139-j (3) and §139-j (6) (b).

CONTRACTOR THE PEOPLE OF THE STATE OF NEW YORK

Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Company Name: Kronos Incorporated Date:

RES91




INDIVIDUAL, CORPORATION, PARTNERSHIP, OR LLC ACKNOWLEDGMENT

STATE OF SS.: COUNTY OF On the ______________day of ________________________ in the year 20____, before me personally appeared

__________________________________________, known to me to be the person who executed the foregoing

instrument, who, being duly sworn by me did depose and say that _he maintains an office at

______________________________________, and further that:

[Check One] ☐ If an individual): __he executed the foregoing instrument in his/her name and on his/her own behalf.

☐ If a corporation): __he is the __________________________ of _________________________, the corporation

described in said instrument; that, by authority of the Board of Directors of said corporation, __he is authorized to execute the foregoing instrument on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, __he executed the foregoing instrument in the name of and on behalf of said corporation as the act and deed of said corporation.

☐ If a partnership): __he is the __________________________ of _________________________, the partnership described in said instrument; that, by the terms of said partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said partnership as the act and deed of said partnership.

☐ If a limited liability company): __he is a duly authorized member of ______________________ LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing instrument on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said limited liability company as the act and deed of said limited liability company.

________________________________________________ Notary Public Registration No.

RES91

RES92

RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AGREEMENTS WITH HIGHMARK NORTHEASTERN NEW YORK AND HM LIFE INSURANCE

COMPANY OF NEW YORK FOR THE PURPOSE OF ADMINISTERING THE CITY’S SELF-FUNDED HEALTH AND PHARMACY INSURANCE BENEFITS PROGRAMS

AND TO PROVIDE STOP LOSS INSURANCE COVERAGE FOR THE YEARS 2022, 2023, AND 2024

______________________________________________________________________________

WHEREAS, the health insurance benefits provided by the City of Troy to its employees are self-funded; and

WHEREAS, the City of Troy requires the administrative services of a health insurance

company to operate the City’s self-insured health and pharmacy insurance programs efficiently; and

WHEREAS, the City of Troy requires stop loss insurance coverage to protect the self-funded health insurance program from catastrophic loss; and

WHEREAS, proposals have been solicited from companies that can provide such

services; and WHEREAS, the City and Benetech Advantage have reviewed the responsive proposals,

taking into consideration both the administrative costs and the continuation of benefits provided to those covered by the City’s insurance programs; and

WHEREAS, the Administration has selected Highmark Northeastern New York to

administer the City’s self-funded health and pharmacy insurance programs; and WHEREAS, the Administration has selected HM Life Insurance Company of New York

to provide stop loss insurance coverage. NOW, THEREFORE, BE IT RESOLVED, that the Troy City Council hereby

authorizes the Mayor to enter into an Agreement with Highmark Northeastern New York for the administration of the City’s self-funded health and pharmacy insurance programs for the years 2022, 2023, and 2024, the Agreement to be in substantial conformity with the Agreement attached hereto as Exhibit A, subject to the usual City contract requirements; and

BE IT FURTHER RESOLVED, that the Troy City Council hereby authorizes the

Mayor to enter into an Agreement with HM Life Insurance Company of New York to provide stop loss insurance coverage, the Agreement to be in substantial conformity with the Agreement attached hereto as Exhibit B, subject to the usual City contract requirements. Approved as to form, ____________________, 2021 Richard T. Morrissey, Corporation Counsel

RES92




From: Andrew Piotrowski, City Comptroller Re: Health Insurance Agreements The City and Benetech Advantage recently solicited proposals for administering the City’s self-funded health and pharmacy insurance programs, and to provide stop loss insurance coverage. These are the principal components of the health insurance plan offered to the City’s workforce and non-Medicare eligible retirees. There are no changes to the City’s health insurance plan structure through these contract awards. The City still pays for all benefits that do not exceed the stop loss. The contractors are only responsible for administering the benefits offered by the City under the health insurance plan. This is the first time that the City has broken out the three components of the plan. This was done to ensure the City would get the most cost-effective responses. The City had five responses for health insurance administration, four responses for pharmacy administration, and five responses for the stop loss coverage. After a thorough review of the proposals, the Administration recommends that the administration of benefits be awarded to Highmark of Northeastern New York, and that the stop loss insurance coverage be awarded to HM Life Insurance Company of New York, a related entity. This recommendation is based on the companies’ ability to fully match the current benefits and to provide the best financial terms for the coverage.




RES93

RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH GAR ASSOCIATES LLC FOR A NON-APPRAISAL VALUATION UPDATE OF

ASSESSED PROPERTIES IN THE CITY OF TROY WHEREAS, the City of Troy has not revalued assessed properties in the City since 2013; and WHEREAS, since 2013, some properties have increased in value, while others have decreased or stayed the same; and WHEREAS, without periodic reassessment, some properties inevitably will become over-assessed and some will become under-assessed, creating inequities in the real property tax system; and WHEREAS, the goal of the Assessor is to assign accurate fair market values to all assessed properties so that the tax burden may be fairly apportioned among the City’s property owners according to the value of their holdings; and WHEREAS, the City’s Equalization Rate has fallen to 84.5%, evidencing an increasing discrepancy between actual sale prices and current assessed valuations in many but not all areas of the City; and WHEREAS, the NYS Department of Taxation and Finance encourages municipalities to conduct frequent reassessments in order to ensure that the tax burden falls fairly on all property owners; and WHEREAS, by RFP, the City has procured the consultant services of GAR Associates, LLC, to review the market values of all of the properties in the City, and to assist the Assessor in assigning accurate fair market values to the City’s assessed properties in order to restore the Equalization Rate to 100% and fairly distribute the tax burden, as well as to perform other services related to the Non-Appraisal Valuation Update of the City’s property tax base.


authorizes the Mayor to enter into a contractual Agreement with GAR Associates, LLC, for the provision of consulting services to the City of Troy for a Non-Appraisal Valuation Update of the City’s assessed properties, the Agreement to run through July 31, 2023, and to be in substantial conformance with the Agreement attached hereto as Exhibit A. Approved as to form ____________________________, 2021 Richard T. Morrissey, Corporation Counsel

RES93


The purpose of this Resolution is to authorize the Mayor to enter into an Agreement with GAR Associates, LLC, for the provision of consulting services to the City of Troy in order to conduct a Non-Appraisal Valuation Update of the City’s assessed properties. The City’s Equalization Rate has fallen to 84.5%, and the discrepancy between sale price and assessed value is widening at an increasing rate, but not equally in all areas of the City. This means that many properties likely are now over-assessed and some are under-assessed. The only way to cure these inequities is to update all of the assessed valuations. GAR has substantial experience assisting municipalities in making full value real property assessments. GAR previously assisted the City with the 2013 revaluation, and thus has had direct experience in the City of Troy. Revaluations are rarely popular, but they are necessary if the City is to be fair to its property owners.

RES96

RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH FOOD SCRAPS 360 FOR COLLECTION OF COMPOSTABLE WASTES AND THE PROVISION OF COMPOSTING SERVICES TO CITY OF TROY RESIDENTS

WHEREAS, the City of Troy has been awarded a grant from the U.S. Department of Agriculture to help fund Troy’s participation in a two year USDA Community Compost and Food Waste Reduction pilot program; and WHEREAS, the total approved budget for the pilot program is One Hundred Seventeen Thousand and Nine Hundred Dollars ($117, 900.00), with the 75% federal grant share being $88,425.00, and the City’s 25% share being $29,475.00; and WHEREAS, by Ordinance 88, the City Council already has approved and accepted the USDA Grant and Agreement Award, which is attached hereto as Exhibit A; and WHEREAS, the practices of composting can benefit City residents by increasing access to compost for gardeners and agricultural producers, reducing the use of chemical fertilizers, improving soil quality and rainwater absorption, diverting municipal food waste from landfills, reducing the tipping fees paid by the City at disposal sites, and educating and engaging residents in fundamental recycling practices; and WHEREAS, pursuant to the USDA Grant and Agreement Award, the Administration will contract with Food Scraps 360 for the provision of composting services to City residents participating in the pilot program, including picking up compostable wastes and distributing finished compost; and WHEREAS, Food Scraps 360 is desirous of entering into a contract to provide composting services to the participating City residents; and

WHEREAS, Food Scraps 360 appears to be a single source provider of composting services currently available to residents of the City of Troy and other local municipalities; and WHEREAS, the City currently has no composting facility, nor the personnel to run a composting program, and desires to retain the services of Food Scraps 360 to perform such services as are required under the USDA Grant and Agreement Award for the periods specified therein, and as otherwise set forth in the attached Agreement.


authorizes the Mayor to enter into a contractual Agreement with Food Scraps 360 for the provision of composting services to the City of Troy through September 30, 2023, the Agreement to be in substantial conformance with the Agreement attached hereto as Exhibit B, subject to the usual City contractual requirements. Approved as to form, ____________________________, 2021 Richard T. Morrissey, Corporation Counsel

RES96


The purpose of the Resolution is to authorize the Mayor to enter into an Agreement with Food Scraps 360 for the provision of composting services to City residents, pursuant to the USDA Grant and Agreement Award that has already been approved and accepted under Ordinance 88. This pilot program will run to September 30, 2023, and will have about 250 participants. Three quarters of the contract, $88,425.00, will be paid by the USDA Grant. The City’s 25% share will be $29,475.00. There are many benefits to composting, including not only the virtues of the compost itself, but also reduced use of chemical fertilizers, improved soil quality and rainwater absorption, and reduced tipping fees paid by the City by reason of the diversion of water heavy municipal food waste from landfills. Food Scraps 360 has the requisite experience to manage this program in Troy. It already services Bethlehem and other municipalities.

ORD88

RES96

LOUIS ASPEY

Digitally signed by LOUIS ASPEY Date: 2021.09.23 09:34:09 -04'00'

ORD88

RES96

ORD88

RES96

RES96

1

AGREEMENT BETWEEN

THE CITY OF TROY, NEW YORK AND

FOOD SCRAPS 360

This AGREEMENT, made and entered into this day of , (hereinafter the “Agreement” or “Contract”), by and between the City of Troy, New York, a municipal corporation with principal offices located at City Hall, Troy, New York 12180 (hereinafter the “City”), and Food Scraps 360, with principal offices located at 36 Summit Avenue, Albany, New York 12209 (hereinafter the “Vendor”).

WITNESSETH:

WHEREAS, the City of Troy is desirous of obtaining the services and product of the Vendor; and WHEREAS, the Vendor is desirous of providing its services and product to the City; and WHEREAS, the City and the Vendor have decided to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and in order to secure the services described below, the parties hereto, each binding itself, its respective representatives, successors, and assigns, do mutually agree as follows: Section 1: General Provisions. 1.1 Service to Troy The Vendor shall pickup food scraps and other compostable materials from Troy

residents participating in the USDA Community Compost and Food Waste Reduction pilot program, and distribute finished compost in accordance with and subject to the Notice of Grant and Agreement Award attached hereto as Exhibit A, as may be amended. The Services shall be provided in phases of increasing participation over two years. There will be 75 initial participants expanding to a total of approximately 250 participants by late Fall 2022, with pricing for Services as detailed in the document attached hereto as Exhibit B.

Section 2: Term. 2.1 Term This agreement shall commence on the 1st day of October 2021 and shall

terminate on the 30th day of September 2023. Section 3: Payment for Services. 3.1 Payment The City of Troy will compensate Food Scraps 360, via 75% USDA grant funding

and 25% matching City funds, for Services rendered and invoiced. The total value of the contract over the two year term shall not exceed One Hundred Seventeen Thousand and Nine Hundred Dollars ($117, 900.00), with the USDA grant share being no more than $88,425.00, and the City’s matching share no more than $29,475.00.

RES96

2

3.2 Executory Clause In accordance with Section 41 of the State Finance Law, the City shall have no

liability under this Contract to the Vendor or to anyone else beyond funds appropriated and available for this Contract.

3.3 Non Assignment

Clause In accordance with Section 138 of the State Finance Law, this Agreement may not be assigned by the Vendor or its right, title or interest therein assigned, transferred conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the City and any attempts to assign the Contract without the City’s written consent are null and void. The Vendor may, however, assign its right to receive payment without the City’s prior written consent unless this Contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

Section 4: Workers’ Compensation Benefits. 4.1 Workers’ Compensation

Benefits In accordance with Section 142 of the State Finance Law, this Contract shall be void and of no force and effect unless the Vendor shall provide and maintain coverage during the life of this Contract for the benefit of such employees as are required to be covered by the provisions of the Workers’ Compensation Law.

Section 5: Non Discrimination Requirements. 5.1 Non Discrimination Requirements In accordance with Article 15 of the Executive Law (also known as the Human

Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Vendor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. Furthermore, in accordance with Section 220-c of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this Contract shall be performed within the State of New York, Vendor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Vendor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex, or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. Vendor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 229 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.

RES96

3

Section 6: Wage and Hours Provision. 6.1 Wage and Hours

Provisions If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Vendor’s employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Vendor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law.

Section 7: Non-Collusive Requirement. 7.1 Non-Collusive

Requirement In accordance with Section 139-d of the State Finance Law, if this Contract was awarded based upon the submission of offer of services, Vendor warrants, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition.

Section 8: Identifying Information and Privacy Notification. 8.1 Federal Employer Identification Number and/or Federal Social Security Number All invoices or City of Troy standard vouchers submitted for payment for the sale

of goods or services or the lease of real or personal property to the City must include the payee’s identification number, i.e., the seller’s or lessor’s identification number. The number is either the payee’s Federal employer identification number or Federal social security number when the payee has both such numbers. Failure to include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or City of Troy standard voucher, must give the reason or reasons why the payee does not have such number or numbers.

Section 9: Equal Employment Opportunities for Minorities and Women. 9.1 (a) In accordance with Section 312 of the Executive law:

The vendor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrades, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

9.1 (b) In accordance with Section 312 of the Executive law:

RES96

4

At the request of the City, the Vendor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Vendor’s obligations herein; and the Vendor shall state in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.

Section 10: Conflicting Terms. 10.1 Conflicting Terms In the event of a conflict between the terms of the Contract (including any and

all attachments and amendments) and the terms of this executed Agreement, the terms of this executed Agreement shall control.

Section 11: Governing Law and Venue. 11.1 Governing Law This Contract shall be governed by the laws of the State of New York except

where the Federal supremacy clause requires otherwise. Venue shall be proper in Rensselaer County Supreme Court or in the U.S. District Court for the Northern District of New York.

Section 12: Service of Process. 12.1 Service of Process

Vendor must promptly notify the City, in writing, of each and every change which has been agreed upon by City and vendor. Vendor may not make changes to contractual terms unless and until terms are agreed upon by City.

Section 13: Miscellaneous Provisions. 13.1 Amendment Amendment of the provisions, terms and conditions of this Contract shall be

modified, amended, waived or additional terms entered into only upon mutual agreement in writing between both parties.

Section 14: Insurance. 14.1 Insurance Vendor shall procure and maintain insurance for protection from all claims arising out of Vendor’s services, work, operations, and activities. Vendor must have adequate insurance coverage for all claims arising out of or in consequence of the acts and omissions of the Vendor, or any agent, servant,

RES96

5

employee, or subcontractor of the Vendor, including but not limited to claims for damages for death, bodily injury, or property damage, of any kind or nature. The City of Troy (including its officers, agents, and employees) shall be named Additional Insured on Vendor’s policies of insurance. There shall be no material undisclosed policy exclusions or exceptions on the required insurance coverages.

Vendor shall procure and maintain at Vendor’s expense the following insurance coverages:

1. Commercial general liability and contractual liability on an occurrence basis for all personal and bodily injuries and property damage, with minimum coverage limits of One Million Dollars ($1,000,000) for each occurrence/Two Million Dollars ($2,000,000) general aggregate per project/location.

a. Liability insurance policies will not be accepted that:

i. Remove or restrict blanket contractual liability located in the “insured

contract” definition (as stated in Section V, Number 9, Item f in the ISO CGL policy or equivalent) so as to limit coverage against claims that arise out of work; or

ii. Remove or modify the “insured contract” exception to the employers

liability exclusion; or iii. Do not cover the Additional Insured for claims involving injury to employees

of the named insured or its subcontractors or their employees.

b. Vendor shall require that its subcontractors carry insurance with the same limits and provisions as provided herein. Vendor will maintain certificates of insurance for all subcontractors as part of the Vendor’s records.

2. Professional Liability/Errors & Omissions coverage of at least One Million Dollars

($1,000,000) for each occurrence/Two Million Dollars ($2,000,000) aggregate per project/location or claim (if applicable).

3. Workers compensation insurance as required by law, employer's liability insurance,

and statutory disability benefits insurance as required by law. 4. Comprehensive motor vehicle liability coverage on owned, hired, leased, or non-

owned motor vehicles with coverage limits of not less than One Million Dollars ($1,000,000) combined for each accident, for bodily injury, sickness, or disease sustained by any person, caused by accident, and arising out of the ownership, maintenance, or use of any motor vehicle, as well as for damage because of injury to or destruction of property, including the loss of use thereof, caused by accident and arising out of the ownership, maintenance, or use of any motor vehicle.

5. Commercial umbrella insurance coverage of Two Million Dollars ($2,000,000).

Each and every policy of insurance required by this Agreement shall be in form and content satisfactory to the City of Troy Corporation Counsel, and shall provide:

RES96

6

1. Additional Insured. The City of Troy (including its officers, agents, and employees) shall be named Additional Insured including premises operations and completed operations on a primary and non-contributing basis for all policies and coverages, including but not limited to the umbrella insurance coverage. The Additional Insured shall be held harmless and indemnified from any and all claims arising out of or in consequence of the Vendor’s services, work, operations, or activities under this Agreement or in any way arising out of or in consequence of the Vendor’s acts or omissions.

2. Per Project Aggregate. The insurance policies shall cover premises operations and

completed operations on a per project basis. 3. Waiver of Subrogation. As to every type and form of insurance coverage required from

the Vendor, there shall be no right of subrogation against the City of Troy, its officers, agents, or employees. If any of Vendor’s policies of insurance prohibit such a waiver of subrogation, Vendor shall secure the necessary endorsement or other authorization from its insurance carrier to make this waiver effective.

4. Waiver of Indemnities. The Vendor waives any right of action it and/or its insurance

carrier might have against the City of Troy (including its officers, agents, or employees) to be indemnified for any type of loss that is required by this Agreement to be covered by a policy of insurance, whether or not such loss is insured.

5. The Certificate of Insurance shall be in form and content satisfactory to the City of Troy

Corporation Counsel. All referenced forms shall be provided with the Certificate. Additional information, including without limitation complete policies, shall be provided to the Corporation Counsel upon request.

6. The insurance policies shall not be changed or cancelled until the expiration of thirty

(30) days after written notice to the City of Troy Corporation Counsel’s Office. 7. The insurance policies shall be renewed upon expiration and continued in force unless

the City of Troy Corporation Counsel's Office is given thirty (30) days written notice to the contrary.

No services, work, operations, or activities shall be commenced under this Agreement until the Vendor has delivered to the City proof of issuance of all policies of insurance required by the Agreement to be procured. If at any time, any of the insurance policies shall be or become unsatisfactory to the City, Vendor shall promptly obtain a satisfactory policy and submit proof of the same to the City for approval. Upon failure of Vendor to furnish, deliver, and maintain satisfactory insurance as provided above, this Agreement may, at the election of the City, be suspended, discontinued, or terminated. Failure of Vendor to procure and maintain any required insurance shall not relieve the Vendor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with the obligations of the Vendor concerning defense and indemnification. In the event that any part of the services, work, operations, or activities described in this Agreement is performed by an approved subcontractor of the Vendor, all of the insurance requirements of this Agreement shall be incorporated into the subcontract agreement with no additional exclusions or exceptions from coverage whatsoever. Subcontractor insurance requirements shall include but not be limited to the requirements for Workers’ Compensation,

RES96

7

Commercial General Liability, Umbrella Liability, and as applicable, Commercial Auto and/or Professional Liability. Vendor shall require that each and every subcontractor shall produce a Certificate of Insurance meeting all of the requirements of the City and documenting the required insurance coverages. A subcontractor’s Certificate of Insurance in form acceptable to the City shall be provided to the City before that subcontractor may commence performance. The carrying of insurance as required by this Agreement shall in no way relieve the Vendor, or its subcontractors, of any other responsibility or liability under this Agreement. The City of Troy Corporation Counsel, in his or her sole discretion, may approve a variance from the insurance requirements herein for good and sufficient reason.

Section 15: Termination For Cause.

The City of Troy reserves the right to terminate this contract at any time for cause. The violation of any provision or condition contained in this contract, or the refusal, failure, or inability to carry out any provisions of this contract shall constitute sufficient grounds to terminate this contract for cause. Should The City of Troy elect to terminate this contract for cause, The City of Troy will notify the Contractor 10 days prior to the termination date and shall specify the cause for termination as well as the date the termination shall be effective. This termination notice will be issued via a written letter sent by certified U.S. mail. Immediate dismissals may be executed if deemed necessary by The City of Troy.

Section 16: Termination Without Cause.

The City of Troy may terminate this contract without cause. Written notice of termination must be sent via certified U.S. mail no later than thirty (30) days prior to the termination date.

Section 17: Waiver and Indemnification.

Vendor, on behalf of itself, its subcontractors, agents, and employees, hereby waives any and all claims against the City of Troy, including its officers, agents, and employees, arising out of this Agreement or the performance of this Agreement, except claims for the compensation due hereunder. Vendor shall keep and hold harmless the City of Troy, its officers, agents, and employees from and against any and all liability, losses, or other claims for damages for death, bodily injury, or property damage, or of any other kind or nature, arising out of or in consequence of the activities, omissions, or operations of the Vendor or any agent, servant, employee, or subcontractor of the Vendor, all to the fullest extent allowed by law. Vendor shall defend and indemnify the City of Troy, its officers, agents, and employees for any and all claims, damages, and liability of any kind whatsoever, including all litigation expenses and reasonable attorney fees, arising out of or in consequence of the activities, omissions, or operations of the Vendor or any agent, servant, employee, or subcontractor of the Vendor, all to the fullest extent allowed by law. Without limitation of the foregoing, Vendor shall defend, indemnify, and save harmless the City of Troy, its officers, agents, and employees, from and against any and all claims for injuries to the Vendor’s employees or the employees of any agent, servant, consultant, or subcontractor of Contractor.

RES96

8

IN WITNESS WHEREOF, the parties have executed this Contract/Agreement on the day and year first written above. VENDOR: ______________________________________ By: ___________________________________________ Printed Name: __________________________________ Title: __________________________________________ CITY OF TROY, NEW YORK By: __________________________ Wm. Patrick Madden, Mayor Approved as to form and authority to execute: ______________________________________ Richard T. Morrissey, Corporation Counsel

Contract for Services

1. The Parties: this document was signed on the day of October 2021 between

Foodscraps360 LLC Morgan Talbot – Manager, authorized signatory

(Hereafter known as vendor) and The City of Troy

Name of Customer Renee Panetta - 518-279-7171

Authorized Signatory 433 River Street, Suite #5001 Troy, NY 12180

Business Address (Hereafter known as customer)

2. Service provided: Pick up of foodscraps and compostables produced by pilot participants to be brought to the composting facility. Five (5) Gallon bins, kitchen-sized countertop bins, 8gallon biodegradable bags, and kitchen-sized biodegradable bags will be provided to customers FREE of charge, and costs will be reimbursed to FoodScraps360 by the City of Troy on the 1st of each month. Pick-ups will occur once every two weeks. Due to the strict regulations on “acceptable compostable materials” by our Composting Facility, “food scraps and compostables” must consist of uncontaminated food scraps and other facility-approved compostable products ONLY – please see attached list of what’s compostable. NO plastic or “biodegradable” utensils, rubber gloves, plastic netting, plastic/wax coated cups, stickers, chemicals, etc are to be added to the bins. Customers will be cancelled if contamination is/continues to be prevalent - as this requires additional work by our staff, compromises our partnership with the composting facility, and contaminates the end product for our community – our finished compost. 3. Cost for Service: The City of Troy will be pay Foodscraps360 for the following costs for each pilot program participant: - Initial set-up fee for ONE 5gallon bin: $33 (includes ONE 5g bin, ONE kitchen countertop bin, ONE 8g bio bag, replaced every pick-up, new participant administrative set-up fees) - Initial set-up fee for TWO 5gallon bins: $37 (includes TWO 5g bins, ONE kitchen countertop bin, TWO 8g bio bags, replaced every pick-up, new participant administrative set-up fees) - Upgrade Fee to a SECOND 5gallon bin: $11 (per additional bin, includes delivery and administrative fees) - Upgrade Fee to a TWO 5gallon bin Monthly Service: $4 increase to monthly subscription rate - Kitchen-sized Bio Bag orders: $10/roll of 25 bags delivered - Monthly Subscription Cost for ONE 5g bin: $23 per household with ONE 5g bin, collected every other week - Monthly Subscription Cost for TWO 5g bins: $27 per household with TWO 5g bins, collected every other week 4. Terms: The terms of this contract are valid for the duration of the pilot program (two years). Customer and vendor can cancel contract with 30 day notice once program has completed. Attempts to remedy issues causing cancelation will be made prior to cancellation. Vendor and Customer hereby agree to the terms and conditions presented in this document. This agreement is effective October __________, 2021. Vendor________________________________________________ date ______________________ Customer _________________________________________________ date ______________________

www.FoodScraps360.com [email protected]

(518) 888-7144 36 Summit Ave Albany, NY 12209

RES96

RES97

RESOLUTION ESTABLISHING AND APPOINTING AN INDEPENDENT COMMISSION TO EXAMINE THE POPULATION WITHIN THE BOUNDARIES OF THE SIX COUNCIL DISTRICTS OF THE CITY OF TROY AND TO RECOMMEND A

PLAN OF REDISTRICTING IF REQUIRED ______________________________________________________________________________

WHEREAS, Troy City Charter § C-2 requires the City Council to appoint an independent commission of seven members who are electors of the City to examine the population within the boundaries of the six council districts of the City, as soon as is practicable and not later than six months after the availability of population data on a census tract basis from a decennial census taken by the U.S. Census Bureau; and

WHEREAS, six months have not passed since population data on a census tract basis from the most recent decennial census taken by the U.S. Census Bureau became available; and

WHEREAS, Charter § C-2 requires that each council district must contain neither less than 13% nor more than 18% of the population of the City and, to the greatest extent possible, shall be compact, contiguous, convenient, and preserve neighborhood characteristics; and

WHEREAS, the independent commission appointed by the City Council must determine if the council districts are in compliance with the requirements of Charter § C-2, based on the census data; and

WHEREAS, if the independent commission determines, based on the census data, that the council districts are not in compliance with the requirements of Charter § C-2, the City Council must direct the independent commission to devise and recommend to the Council a plan to redistrict the City in accordance with the population percentages stated in Charter § C-2, and in compliance with all pertinent legal requirements; and

WHEREAS, no more than four members of the independent commission may be registered members of the same political party.

NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby establishes an independent commission to examine the population within the boundaries of the six council districts of the City, and to determine based on the census tract data from the 2020 U.S. Census if the six council districts are in compliance with Charter § C-2, namely whether each council district contains not less than 13% nor more than 18% of the population of the City; and

BE IT FURTHER RESOLVED, that the City Council hereby appoints the following seven electors of the City to serve on the independent commission: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________; and

RES97

BE IT FURTHER RESOLVED, that the independent commission shall report its findings to the City Council on or before ________________________________________; and

BE IT FURTHER RESOLVED, that in the event the independent commission finds

and reports, based on the census data, that the council districts are not in compliance with the requirements of Charter § C-2, the independent commission shall devise and recommend a plan to redistrict the City in accordance with the population percentages and other considerations stated in Charter § C-2, and in compliance with all pertinent legal requirements, and shall report its plan to the City Council on or before _________________________________________; and

BE IT FURTHER RESOLVED, that thereafter the Council shall use the independent

commission’s recommendation to the greatest extent possible to proceed by ordinance to redistrict the City.

Approved as to form, __________________, 2021

___________________________________

Richard T. Morrissey, Corporation Counsel

RES98

RESOLUTION CONDEMNING “BALLOT HARVESTING” ABUSES AND URGING THE NEW YORK STATE LEGISLATURE TO ENACT RESTRICTIONS ON THE

RELEASE OF ABSENTEE BALLOTS TO THIRD-PARTY INDIVIDUALS ______________________________________________________________________________

WHEREAS, New York State Election Law (Chapter 17 of the Consolidated Laws of New York), Article 8, Title 4 (“Absentee Voting”) governs the process of applying for and returning an absentee ballot; and

WHEREAS, New York State Election Law currently imposes no restrictions on who may be authorized to pick up an absentee ballot on behalf of a registered voter; and

WHEREAS, New York State Election Law currently imposes no limitations on how many absentee ballots may be released to a single third-party individual; and

WHEREAS, the absence of restrictions and/or limitations on the process of applying for, delivering, and returning absentee ballots leads to a practice known as “ballot harvesting”; and

WHEREAS, the practice of ballot harvesting can lead to election fraud and abuse, most egregiously in the 2018 Congressional election in North Carolina, where rampant fraud associated with ballot harvesting resulted in the election results being nullified; and

WHEREAS, ballot harvesting has been practiced locally, most notably in the recent 2021 Rensselaer County primary and general elections, where one County employee and candidate for office carried 329 absentee ballots; and

WHEREAS, multiple investigations have been launched by law enforcement into possible fraudulent activities related to ballot harvesting in Rensselaer County; and

WHEREAS, the ability to designate an agent to deliver an absentee ballot was meant to provide greater access to elections and to increase voter participation; and

WHEREAS, the actions of political operatives, candidates, and government employees who engage in ballot harvesting often violates the spirit of the law and disenfranchises voters; and

WHEREAS, the election laws of most states contain restrictions and/or limitations on who can deliver an absentee ballot to a registered voter and/or how many absentee ballots can be released to a single third-party individual; and

WHEREAS, several straightforward changes can be made to New York State Election Law that would provide and encourage increased voter participation, while eliminating ballot harvesting abuses.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Troy hereby condemns the practice of absentee ballot harvesting by political operatives as it can inevitably lead to abuses and election fraud; and

BE IT FURTHER RESOLVED, that the City Council urges the New York State Legislature to enact restrictions on the release of absentee ballots to third-party individuals; and

RES98

BE IT FURTHER RESOLVED, that such restrictions should include a limitation on the number of absentee ballots that can be released to a single third-party individual; and

BE IT FURTHER RESOLVED, that the City Clerk shall transmit a certified copy of this resolution to New York State Senator Neil Breslin, New York State Senator Daphne Jordan, New York State Assemblyman John McDonald, and New York State Assemblyman Jake Ashby, as well as New York State Senate Majority Leader Andrea Stewart-Cousins and New York State Assembly Speaker Carl Heastie.

Approved as to form, __________________, 2021

___________________________________

Richard T. Morrissey, Corporation Counsel

VACANCY LIST

(December 2021)

Department Title No.___________

A1010 City Council Legislative Assistant 1

A1325 Compt/Treasurer Account Clerk 1

A1345 Compt/Purchasing Purchasing Agent 1

A1620 OGS/Facilities Building Maintenance Person 1

A3120 Police Police Officer 9

Video Clerk 1

A3410 Fire Department Firefighter/Paramedic 12

A3620 Gen Svc/Code Enforcement Housing Code Technician 1

Code Inspector 1

A5110 Gen Services/Streets Motor Equipment Operator (Light) 3

A7110 Gen Services/Rec-Parks Youth Services Specialist 1

A7140 OGS/Ice Rink Recreation Attendant 1

A8020 Planning Assistant Planner 1

F8310 DPU/Admin. Junior Administrative Assistant 1

F8330 DPU/Purification Water Plant Equip. Maint. Mechanic 1

F8340 DPU/Trans. & Dist. Senior Water Maintenance Person I 1

Water Maintenance Person 1

G8120 DPU/Sewer Senior Sewer Maintenance Person 1

1 TROY CITY COUNCIL REGULAR MEETING AGENDA ...

Documents

Transcript of 1 TROY CITY COUNCIL REGULAR MEETING AGENDA ...