Board of Selectmen - 477 (12/21/2021)

Town of Waterford
Director of Fire Services
204 Boston Pusl Road
Waterford, CT 06385
November 4, 2021
First Selectman Rob Brule
15 Rope Ferry Road
Waterford, CT 06385
Re: Merging of two CNR lines
On behalf of the Waterford Fire Services, 
| would like to request the merging of two lines in our Capital
Non-Recurring (CNR) Designated, under line #20523-57733 Oswegatchie Building Improvements and
line # 20523-57792 Oswegatchie Building Renovations into one project. This project is currently in the
evaluating stage, and needs assessment for a new station. Recommended we merge into 20523-57733.
Director of Fire Services
Michael J. Howley
C: Kim Allen, Director of Finance

20523-57792 
OSWGATCHIE BUILDING RENOVATIONS
DESIGNATED 
1,990,000
APPROPRIATED 
213,700
EXPENDED 
213,700
BALANCE AVAILABLE 
1,776,300
20507-59205 
FUNDING OFFSETS FY18 DEDBT SERVCIE OSWGATCHIE FIRE
3,000,000
REQUEST: 
TO MOVE $1,776,300 FROM DESIGNED LINE 20523-57792 INTO
DESIGNATED LINE 20523-57733 AND THEN CLOSE OUT PROJECT
20523-57792 (OSWEGATCHIE BUILDING RENOVATIONS)

the respective courts of each of the Settling States, pursuant to the terms set forth in Section VII.
L 
Definitions
Unless otherwise specified, the following definitions apply:
1.
“Abatement Accounts Fund” means a component of the Settlement Fund
described in subsection VLE.
“Additional Restitution Amount” means the amount available to Settling States
listed in Exhibit N of $67,307,692.
“Agreement” means this agreement as set forth above, inclusive of all exhibits.
“Alleged Harms” means the alleged past, present, and future financial, societal,
and related expenditures arising out of the alleged misuse and abuse of opioid
products, non-exclusive examples of which are described in the documents listed
on Exhibit A, that have allegedly arisen as a result of the physical and bodily
injuries sustained by individuals suffering from opioid-related addiction, abuse,
death, and other related diseases and disorders, and that have allegedly been
caused by Janssen.
“Allocation Statute” means a state law that governs allocation, distribution, and/or
use of some or all of the Settlement Fund amounts allocated to that State and/or
its Subdivisions. In addition to modifying the allocation, as set forth in subsection
VLD.2, an Allocation Statute may, without limitation, contain a Statutory Trust,
further restrict expenditure of funds, form an advisory committee, establish
oversight and reporting requirements, or address other default provisions and
other matters related to the funds. An Allocation Statute is not required to address
all three (3) types of funds comprising the Settlement Fund or all default
provisions.
“Annual Payment” means the total amount payable to the Settlement Fund by
Janssen on the Payment Date each year in 2023 and onward, as calculated by the
Settlement Fund Administrator pursuant to Section V. For the avoidance of doubt,
this term does not include the Additional Restitution Amount or amounts paid
pursuant to Section XI.
“Appropriate Official” means the official defined in subsection XIILE.
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10.
11.
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 (either through a direct bar or through a grant of
authority to release claims and that authority is exercised in full); or QB)a
Settlement Class Resolution in the State with full force and effect. For the
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.
“Case-Specific Resolution” means either (1) a law barring specified Subdivisions
or Special Districts from maintaining Released Claims against Released Entities
(either through a direct bar or through a grant of authority to release claims and
that authority is exercised in full); (2) a ruling by a court of competent jurisdiction
over a particular Subdivision or Special District that has the legal effect of barring
the Subdivision or Special Disttict 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 IV below. For the 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.
“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, attomey fees, expert
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13.
14,
15.
16.
“Compensatory Restitution Amount” means the aggregate ammount of payments by
Janssen hereunder other than amounts paid as attorneys’ fees and costs or
identified pursuant to subsection VLB.2 as being used to pay attorneys’ fees and
investigation costs or litigation costs.
“Consent Judgment” means a state-specific consent judgment in a form to be
agreed upon by the Settling States, Participating Subdivisions, and Janssen prior
to the Initial Participation Date that, among other things, (1) approves this
Agreement and (2) provides for the release set forth in Section IV, including the
dismissal with prejudice of any Released Claims that the Settling State has
brought against Released Entities.
“Court” means the respective court for each Settling State to which the
Agreement and the Consent Judgment are presented for approval and/or entry as
to that Settling State, or the Northern District of Ohio for purposes of
administering the Attorney Fee Fund and any related fee and cost agreements.
“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 Reference Date (and any past,
present, or future consequence of any such act, failure to act, negligence,
statement, error, omission, breach of duty, conduct, event, transaction, agreement,
misstatement, misleading statement or other activity) relating in any way to (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
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19.
20.
21,
22.
23.
24,
25.
26.
27.
28,
29.
“Enforcement Committee” means a committee consisting of representatives of the
Settling States and of the Participating Subdivisions. Exhibit B contains the
organizational bylaws of the Enforcement Committee. Notice pursuant to
subsection XIII.O shall be provided when there are changes in membership or
contact information.
“Global Settlement Abatement Amount” means the abatement amount of
$4,534,615,385.
“Global Settlement Amount” means $5 billion, which shall be divided into the
Global Settlement Abatement Amount, the Additional Restitution Amount, and
the Global Settlement Attomey Fee Amount.
“Global Settlement Attorney Fee Amount” means the attomey fee amount of
$398,076,923.
“Incentive A” means the incentive payment described in subsection V.EA4.
“Incentive B” means the incentive payment described in subsection V.E.5.
“Incentive C” means the incentive payment described in subsection V.E.6.
“Incentive D” means the incentive payment described in subsection V.E.7.
“Incentive Payment Final Eligibility Date” means, with respect to a Settling State,
the date that is the earliest of (1) three years after the Effective Date; (2) the date
of completion of opening statements in a trial of any action brought by a
Subdivision in that State 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 in that State that includes a Released Claim against a Released Entity
began after the Initial Participation Date but before two (2) years after the
Effective Date.
“Initial Participating Subdivision” means a Subdivision that meets the
requirements set forth in subsection VILD.
“Initial Participation Date” means the date one hundred twenty (120) days after
the Preliminary Agreement Date, unless it is extended by written agreement of
Janssen and the Enforcement Committee.
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32.
33.
34,
35.
36.
37.
Exhibit P.
“Janssen” means Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-
MeNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc.
“Later Litigating Special District” means a Special District (or Special District
official asserting the right of or for the Special District to recover for alleged
harms to the Special District and/or the people thereof) that is not a Litigating
Special District and that files a lawsuit bringing a Released Ciaim against a
Released Entity, or that adds such a claim to a pre-existing lawsuit, after the
Preliminary Agreement Date. 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.
“Later Litigating Subdivision” means a Subdivision (or Subdivision official
asserting the right of or for the Subdivision to recover for alleged harms to the
Subdivision and/or the people thereof) that 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 Trigger 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 execution date of this
Agreement, when such Litigating Subdivision takes any affirmative step in its
lawsuit other than seeking a stay or removal.
“Later Participating Subdivision” means a Participating Subdivision that meets
the requirements of subsection VILE but is not an Initial Participating
Subdivision.
“Litigating Special District” means a Special District (or Special District official)
that brought any Released Claims against any Released Entities on or before the
Preliminary Agreement Date that were not separately resolved prior to that date.
A list of Litigating Special Districts will be agreed to by the parties and attached
hereto as of the Preliminary Agreement Date.
“Litigating Subdivision’ means a Subdivision (or Subdivision official asserting
the right of or for the Subdivision to recover for alleged harms to the Subdivision
and/or the people thereof) that brought any Released Claim against any Released
Entity prior to the Trigger Date that were not separately resolved prior to that
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40.
41,
42.
43.
44.
45,
46.
47.
48.
49.
p
eans the disputes described in subsection XILF.
“Non-Litigating Special District” means a Special District that is neither a
Litigating Special District nor a Later Litigating Special District.
“Non-Litigating Subdivision” means a Subdivision that is neither a Litigating
Subdivision nor a Later Litigating Subdivision.
“Non-Participating Subdivision” means a Subdivision that ig not a Participating
Subdivision.
“Non-Party Covered Conduct Claim” means a Claim against any Non-Released
Entity involving, arising out of, or related to Covered Conduct (or conduct that
would be Covered Conduct if engaged in by a Released Entity).
“Non-Party Settlement” means a settlement by any Releasor that settles any Non-
Party Covered Conduct Claim and includes a release of any Non-Released Entity.
“Non-Released Entity” means an entity that is not a Released Entity.
“Non-Settling State” means a State that is not a Settling State.
“Opioid Remediation” means care, treatment, and other programs and
expenditures (including reimbursement for past such programs or expenditures
except where this Agreement restricts the use of funds solely to future Opioid
Remediation) designed to (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 the opioid abuse crisis, including on those injured as a result of the
opioid abuse crisis. Exhibit E provides a non-exhaustive list of expenditures that
qualify as being paid for Opioid Remediation. Qualifying expenditures may
include reasonable related administrative expenses.
“Overall Allocation Percentage” means a Settling State’s percentage as set forth
in Exhibit F. The aggregate Overall Allocation Percentages of all States
(including Settling States and Non-Settling States) shall equal 100%.
“Participating Special District” means a Special District that executes a release
consistent with Section IV below and meets the requirements for becoming a
Participating Special District under Section VIL.
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51.
52.
53.
54.
55.
56.
57.
58.
“Participation Tier” means the level of participation in this Agreement as
determined pursuant to subsection VIILC using the criteria set forth in Exhibit H.
“Parties” means Janssen and the Settling States (each, a “Party”).
“Payment Date” means the date on which Janssen makes its payments pursuant to
Section V and Exhibit M.
“Payment Year” means the calendar year during which the applicable Initial Year
Payments or Annual Payments are due pursuant to subsection V.B. Payment Year
1 is 2022, Payment Year 2 is 2023 and so forth. References to payment “for a
Payment Year” mean the Initial Year Payments or Annual Payment due during
that year. References to eligibility “for a Payment Year” mean eligibility in
connection with the Initial Year Payments or Annual Payment due during that
year.
“Preliminary Agreement Date” means the date on which Janssen gives notice to
the Settling States and MDL PEC of its determination that a sufficient number of
States have agreed to be Settling States. This date shall be no more than fourteen
(14) days after the end of the notice period to States, unless it is extended by
written agreement of Janssen and the Enforcement Committee.
“Primary Subdivision” means a Subdivision that has a population of 30,000 or
more. A list of Primary Subdivisions in each State is provided in Exhibit I.
“Prior Litigating Subdivision” means a Subdivision (or Subdivision official
asserting the right of or for the Subdivision to recover for alleged harms to the
Subdivision and/or the people thereof) that brought any Released Claim against
any Released Entity prior to the Trigger Date and all such Released Claims were
separately settled or finally adjudicated prior to the Trigger Date; provided,
however, that if the final adjudication was pursuant to a Bar, such Subdivision
shall not be considered a Prior Litigating Subdivision. Notwithstanding the prior
sentence, Janssen and the State of the relevant Subdivision may agree in writing
that such Subdivision shall not be considered a Prior Litigating Subdivision.
“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
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59.
60.
61.
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.
“Reference Date” means the date on which Janssen is to inform the Settling States
and MDL PEC of its determination whether there is sufficient resolution of claims
and potential claims at the Subdivision level to go forward with the settlement.
The Reference Date shall be thirty (30) days after the Initial Participation Date,
unless it is extended by written agreement of Janssen and the Enforcement
Committee.
“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 Reference Date. Without limiting the foregoing, “Released Claims”
include any Claims that have been asserted against the Released Entities by any
Settling 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 a State, any of its Subdivisions or Special Districts, or any Releasors
(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. Released Claims is also used herein to
describe Claims brought by a Later Litigating Subdivision or other non-party
Subdivision or Special District that would have been Released Claims if they had
been brought by a Releasor against a Released Entity.
“Released Entities” means Janssen and (1) all of Janssen’s past and present direct
or indirect parents, subsidiaries, divisions, predecessors, successors, assigns,
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; (3) all of Janssen’s insurers (solely in their role as insurers with respect
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62.
63.
and shall not be a Released Entity with respect to its conduct in any other
capacity. For the avoidance of doubt, the entities listed in Exhibit Q are not
Released Entities; and provided further that any joint venture partner of Janssen
ot Janssen’s subsidiary is not a Released Entity unless it falls within subsections
(1)-(5) above. A list of Janssen’s present subsidiaries and affiliates can be found
at https://johnsonandjohnson.ges-web.com/static-files/f6 lae5f3-f103-46c1-bfc9-
174947884db2. Janssen’s predecessor entities include but are not limited to those
entities listed on Exhibit J. For the avoidance of doubt, any entity acquired, or
joint venture entered into, by Janssen after the Reference Date is not a Released
Entity.
“Releasors” means (1) each Settling State; (2) each Participating Subdivision; and
(3) without limitation and to the maximum extent of the power of each Settling
State’s Attorney General and/or Participating Subdivision to release Claims, (a)
the Settling State’s and Participating Subdivision’s departments, agencies,
divisions, boards, commissions, Subdivisions, districts, instrumentalities of any
kind and attomeys, including its Attorney General, and any person in their 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, water districts, law
enforcement districts, emergency services districts, school districts, hospital
districts and other Special Districts in a Settling State, and (c) any person or entity
acting in a parens patriae, sovereign, quasi-sovereign, private attorney general, qui
tam, taxpayer, or other capacity seeking relief on behalf of or generally applicable
to the general public with respect to a Settling State or Subdivision in a Settling
State, whether or not any of them participate in 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 the Subdivision
Settlement Participation Form or the Election and Release Form referenced in
Section VII providing for a release to the fullest extent of the Participating
Subdivision’s authority, which shall be attached as an exhibit to the Agreement.
Each Settling State’s Attorney General represents that he or she has or has
obtained (or will obtain no later than the Initial Participation Date) the authority
set forth in the Representation and Warranty subsection of Section IV.
“Revocation Event” means with respect to a Bar, Settlement Class Resolution, or
Case-Specific Resolution, a legislative amendment or a revocation, rescission,
reversal, overruling, or interpretation that in any way limits the effect of such Bar,
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65.
66.
statutes, case law, and/or rules of procedure regarding class actions; (2) is
approved and entered as an order of a court of competent jurisdiction in that State
and has become final as defined in “State-Specific Finality”; (3) is binding on all
Non-Participating Subdivisions and Special Districts in that State (other than opt
outs as permitted under the next sentence); (4) provides that all such Non-
Participating Subdivisions or Special Districts may not bring Released Claims
against Released Entities, whether on the ground of the Agreement (or the
releases herein) 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 more than 1% of the
total population of all of that State’s Subdivisions listed in Exhibit G opt out. In
seeking certification of any Settlement Class, the applicable State and
Participating Subdivisions shall make clear that certification is sought solely for
settlement purposes and shall have no applicability beyond approval of the
settlement for which certification is sought. Nothing in this Agreement constitutes
an admission by any Party that class certification would be appropriate for
litigation purposes in any case.
“Settlement Fund” means the interest-bearing fund established under the
Agreement into which all payments by Janssen are made other than amounts paid
as attorneys’ fees and costs or identified pursuant to subsection VLB.2 as being
used to pay attorneys’ fees and costs. The Settlement Fund comprises the
Abatement Accounts Fund, State Fund, and Subdivision Fund.
“Settlement Fund Administrator” means the entity that determines the Annual
Payments (including calculating Incentive Payments pursuant to Section V) and
any amounts subject to suspension or offset pursuant to Sections V and IX),
determines the Participation Tier, and administers and distributes amounts into the
Settlement Fund. The duties of the Settlement Fund Administrator shall be
governed by this Agreement. Prior to the Initial Participation Date, the Parties
shall agree to selection and removal processes for and a detailed description of the
Settlement Fund Administrator’s duties, including a detailed mechanism for
paying the Settlement Fund Administrator’s fees and costs, all of which shall be
appended to the Agreement as Exhibit L.
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69.
70.
71.
72,
73.
Sections V and IX are determined.
“Settling State” means any State that has entered the Agreement.
“Special District’ means a formal and legally recognized sub-entity of a 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 a State that provide general governance for a defined area
that would qualify as a Subdivision.
“State” means any state of the United States of America, the District of Columbia,
American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S.
Virgin Islands. Additionally, the use of non-capitalized “state” to describe
something (e.g., “state court”) shall also be read to include parallel entities in
commonwealths, territories, and the District of Columbia (¢.g., “territorial court”).
“State Fund” means a component of the Settlement Fund described in subsection
VLC.
“State-Specific Finality” means, with respect to the Settling State in question:
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 Settling 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
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76.
77.
provisions of Exhibit O or if adopted by statute. Preexisting agreements
addressing funds other than those allocated pursuant to this Agreement shall
qualify if the approval requirements of Exhibit O are met. A State and its
Subdivisions may revise, supplement, or refine a State-Subdivision Agreement if
approved pursuant to the provisions of Exhibit O or if adopted by statute.
“Statutory Trust” means a trust fund established by state law to receive funds
allocated to a State’s Abatement Accounts Fund and restrict their expenditure to
Opioid Remediation purposes subject to reasonable administrative expenses, A
State may give a Statutory Trust authority to allocate one or more of the three
Settlement Funds, but this is not required.
“Subdivision” means a formal and legally recognized sub-entity of a State that
provides general governance for a defined area, including a county, parish, city,
town, village, or similar entity. Unless otherwise specified, “Subdivision”
includes all functional counties and parishes and other functional levels of sub-
entities of a State that provide general governance for a defined area. Historic,
non-functioning sub-entities of a State (such as Connecticut counties) are not
Subdivisions, unless the entity has filed a lawsuit that includes a Released Claim
against a Released Entity in a direct, parens patriae, or any other capacity. For
purposes of this Agreement, the term Subdivision does not include Special
Districts. A list of Subdivisions by state will be agreed to prior to any Subdivision
sign-on period.
“Subdivision Allocation Percentage” means for Subdivisions in a Settling State
that are eligible to receive an allocation from the Subdivision Fund pursuant to
subsection VI.C or subsection VLD, the percentage as set forth in Exhibit G. The
aggregate Subdivision Allocation Percentage of all Subdivisions receiving a
Subdivision Allocation Percentage in each State shall equal 100%. Immediately
upon the effectiveness of any State-Subdivision Agreement, Allocation Statute,
Statutory Trust, or voluntary redistribution allowed by subsection VI.D.3 (or upon
the effectiveness of an amendment to any State-Subdivision Agreement,
Allocation Statute, Statutory Trust, or voluntary redistribution allowed by
subsection VJ.D.3) that addresses allocation from the Subdivision Fund, or upon
any, whether before or after the Initial Participation Date, Exhibit G will
automatically be amended to reflect the allocation from the Subdivision Fund
pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust,
or voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation
Percentages contained in Exhibit G may not change once notice is distributed
pursuant to subsection VILA, except upon the effectiveness of any State-
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78. 
“Subdivision Fund’ means a component of the Settlement Fund described in
subsection VIC.
79. 
“Subdivision Settlement Participation Form” means the form attached as Exhibit
K 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
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.
80. 
“Threshold Motion” means a motion to dismiss or equivalent dispositive motion
made at the outset of litigation under applicable procedure. A Threshold Motion
must include as potential grounds for dismissal, any applicable Bar or the relevant
release by a Settling State or Participating Subdivision provided under this
Agreement and, where appropriate under applicable law, any applicable
limitations defense.
81. 
“Trigger Date” means, in the case of a Primary Subdivision, the Reference Date,
or, in the case of all other Subdivisions, the Preliminary Agreement Date.
Il. 
Participation by States and Condition to Preliminary Agreement
Notice to States. On July 22, 2021 this Agreement shall be distributed to all States. The
States’ Attorneys General shall then have a period of thirty (30) days to decide whether to
become Settling States. States that determine to become Settling States shall so notify the
National Association of Attorneys General and Janssen and shall further commit to
obtaining any necessary additional State releases prior to the Reference Date. This notice
period may be extended by written agreement of Janssen and the Enforcement
Committee.
Condition to Preliminary Agreement. Following the notice period set forth in subsection
ILA above, Janssen shall determine on or before the Preliminary Agreement Date
whether, in its sole discretion, enough States have agreed to become Settling States to
proceed with notice to Subdivisions as set forth in Section VII below. If Janssen
determines that this condition has been satisfied, and that notice to the Litigating
Subdivisions should proceed, it will so notify the Settling States by providing notice to
the Enforcement Committee and Settlement Fund Administrator on the Preliminary
Agreement Date. If Janssen determines that this condition has not been satisfied, it will so
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before January 1, 2022, the Subdivisions and Special Districts in that State that become
Participating Subdivisions and Participating Special Districts within ninety (90) days of
the State becoming a Settling State shall be considered Initial Participating Subdivisions
or Initial Participating Special Districts. A State may not become a Settling State after
January 1, 2022.
Il. 
Injunctive Relief
Entry of Injunctive Relief. As part of the Consent Judgment, the Parties agree to the
injunctive relief terms attached as Exhibit P.
IV. 
Release
Scope. As of the Effective Date, the Released Entities will be released and forever
discharged from all of the Releasors’ Released Claims. Each Settling State (for itself and
its Releasors) and 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 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 each Settling State and its Attomey
General to release claims. The Release shall be a complete bar to any Released Claim.
Claim Over and Non-Party Settlement.
1. 
Statement of Intent. It is the intent of the Parties that:
a. 
Released Entities should not seek contribution or indemnification (other
than pursuant to an insurance contract) from other parties for their
payment obligations under this Settlement Agreement;
b. 
the payments made under this Settlement Agreement shall be the sole
payments made by the Released Entities to the Releasors involving,
arising out of, or related to Covered Conduct (or conduct that would be
Covered Conduct if engaged in by a Released Entity);
om 
Claims by Releasors against non-Parties should not result in additional
payments by Released Entities, whether through contribution,
indemnification or any other means; and
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Contribution/Indemnity Prohibited. No Released Entity shall seek to recover for
amounts paid under this Agreement based on indemnification, contribution, or
any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit
manager, health insurer, third-party vendor, trade association, distributor, or
health care practitioner, 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.
Non-Party Settlement. To the extent that, on or after the Reference Date, any
Releasor enters into a Non-Party Settlement, including in any bankruptcy case or
through any plan of reorganization (whether individually or as a class of
creditors), the Releasor will include (or in the case of a Non-Party Settlement
made in connection with a bankruptcy case, will cause the debtor to include),
unless prohibited from doing so under applicable law, in the Non-Party Settlement
a prohibition on contribution or indemnity of any kind substantially equivalent to
that required from Janssen in subsection IV.B.2, or a release from such Non-
Released Entity in favor of the Released Entities (in a form equivalent to the
releases contained in this Agreement) of any Claim-Over. The obligation to obtain
the prohibition and/or release required by this subsection is a material term of this
Agreement.
Claim-Over. 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 subsection IV.B.3, or any Releasor files a Non-Party
Covered Conduct Claim against a non-Released Entity in bankruptcy or a
Releasor is prevented for any reason from obtaining a prohibition/release in a
Non-Party Settlemenit as provided in subsection IV.B.3, and such Non-Released
Entity asserts a Claim-Over against a Released Entity, that Releasor and Janssen
shall take the following actions to ensure that the Released Entities do not pay
more with respect to Covered Conduct to Releasors or to Non-Released Entities
than the amounts owed under this Settlement Agreement by Janssen:
a. 
Janssen shall notify that Releasor of the Claim-Over within sixty (60) days
of the assertion of the Claim-Over or sixty (60) days of the Effective Date
of this Settlement Agreement, whichever is later;
b. 
Janssen and that Releasor shall meet and confer concerning the means to
hold Released Entities harmless and ensure that it is not required to pay
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under this Settlement Agreement. Such steps may include, where
permissible:
(1) 
Filing of motions to dismiss or such other appropriate motion by
Janssen or Released Entities, and supported by Releasors, in
response to any claim filed in litigation or arbitration;
(2) 
Reduction of that Releasor’s Claim and any judgment it has
obtained or may obtain against such Non-Released Entity by
whatever amount or percentage is necessary to extinguish such
Claim-Over under applicable law, up to the amount that Releasor
has obtained, may obtain, or has authority to control from such
Non-Released Entity;
(3) 
Placement into escrow of funds paid by the Non-Released Entities
such that those funds are available to satisfy the Claim-Over;
(4) 
Return of monies paid by Janssen to that Releasor under this
Settlement Agreement to permit satisfaction of a judgment against
or settlement with the Non-Released Entity to satisfy the Claim-
Over;
(5) 
Payment of monies to Janssen by that Releasor to ensure it is held
harmless from such Claim-Over, up to the amount that Releasor
has obtained, may obtain, or has authority to control from such
Non-Released Entity;
(6) 
Credit to Janssen under this Settlement Agreement to reduce the
overall amounts to be paid under the Settlement Agreement such
that it is held harmless from the Claim-Over; and
(7) 
Such other actions as that Releasor and Janssen may devise to hold
Janssen harmless from the Claim Over.
The actions of that Releasor and Janssen taken pursuant to paragraph (c)
must, in combination, ensure Janssen is not required to pay more with
respect to Covered Conduct than the amounts owed by Janssen under this
Settlement Agreement.
In the event of any dispute over the sufficiency of the actions taken
pursuant to paragraph (c), that Releasor and Janssen may seek review by
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this Settlement Agreement by Releasors, with the remedy being payment
of sufficient funds to hold Janssen harmless from the Claim-Over. For the
avoidance of doubt, the prior sentence does not limit or eliminate any
other remedy that Janssen may have.
5. 
To the extent that the Claim-Over is based on a contractual indemnity, the
obligations under subsection IV.B.4 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. Janssen shall notify the
Settling States, to the extent permitted by applicable law, in the event that any of
these types of Non-Released Entities asserts a Claim-Over arising out of
contractual indemnity against it.
General Release. In connection with the releases provided for in the Agreement, each
Settling State (for itself and its Releasors) and Participating Subdivision expressly
waives, releases, and forever discharges any and all provisions, rights, and benefits
conferred by any law of any state or territory of the United States or other jurisdiction, or
principle of common law, which is similar, comparable, or equivalent to § 1542 of the
California Civil Code, which reads:
General Release; extent. A general release does not extend to
claims that the creditor or releasing party does not know or suspect
to exist in his or her favor at the time of executing the release that,
if known by 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 each
Settling State (for itself and its Releasors) and Participating Subdivision hereby expressly
waives and fully, finally, and forever settles, releases, and discharges, upon the Effective
Date, any and all Released Claims that may exist as of such date but which Releasors do
not know or suspect to exist, whether through ignorance, oversight, error, negligence or
through no fault whatsoever, and which, if known, would materially affect the Settling
States’ decision to enter into the Agreement or the Participating Subdivisions’ decision to
participate in the Agreement.
Res Judicata. Nothing in the Agreement shall be deemed to reduce the scope of the res
judicata or claim preclusive effect that the settlement memorialized in the Agreement,
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respective Settling States; (2) all past and present executive departments, state agencies,
divisions, boards, commissions and instrumentalities with the regulatory authority to
enforce state and federal controlled substances acts; (3) any of their respective Settling
State’s past and present executive departments, agencies, divisions, boards, commissions
and instrumentalities that have the authority to bring Claims related to Covered Conduct
seeking money (including abatement and/or remediation) or revocation of a
pharmaceutical distribution license; 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
a State’s Governor is sufficient to demonstrate that the appropriate releases have been
obtained.
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 Settlement Fund or any portion thereof, or by the enactment of future laws, or by
any seizure of the Settlement Fund or any portion thereof.
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.
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.
Vv. 
Monetary Relief and Payments
Structure of Payments
1. 
All payments under this Section V shall be made into the Settlement Fund, except
that where specified, they shall be made into the Settlement Fund Escrow. The
Settlement Fund shall be allocated and used only as specified in Section VI.
2. 
Janssen shall pay into the Settlement Fund the sum of Four Billion, Five Hundred
Thirty-Four Million, Six Hundred Fifteen Thousand, Three Hundred Eighty-Five
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B. 
Payment Process
1.
Except as otherwise provided in this Agreement, Janssen shall make two Initial
Year Payments and nine (9) Annual Payments. The Initial Year Payments will
consist of base payments. The first Annual Payment shall consist of incentive
payments and subsequent Annual Payments shall each consist of base and
incentive payments. The amount of all Initial Year Payments and Annual
Payments shall be determined by the Settlement Fund Administrator applying
Section V and Exhibit M. The Payment Date for the first Initial Year Payment
shall be no later than ninety (90) days after the Effective Date. The Payment Date
for the second Initial Year Payment shall be no later than July 15, 2022. The
Payment Date for the first Annual Payment shall be no later than one year and
sixty days following the Effective Date; the Payment Date for the second Annual
Payment shall be no later than two years and sixty days following the Effective
Date, and so forth, until all Annual Payments are made.
All data relevant to the determination of each such payment shall be submitted to
the Settlement Fund Administrator sixty (60) days prior to the Payment Date for
each payment. Prior to the Initial Participation Date, the Parties will include an
exhibit to the Agreement setting forth in detail the process for submitting such
data to the Settlement Fund Administrator prior to each Payment Date. The
Settlement Fund Administrator shall then determine the Initial Year Payment or
Annual Payment and the amount to be paid to each Settling State and its
Participating Subdivisions, consistent with the provisions in Exhibit L, by:
a. 
determining, for each Settling State, the amount of base and incentive
payments to which the State is entitled by applying the criteria in this
Section;
b. 
applying any reductions, suspensions, or offsets required by Sections V
and IX; and
C. 
determining the total amount owed by Janssen to all Settling States and
Participating Subdivisions.
The Settlement Fund Administrator shall then allocate the Initial Year Payment or
Annual Payment pursuant to Section VI among the Settling States, among the
separate types of funds for each Settling State (if applicable), and among the
Participating Subdivisions.
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Within twenty-one (21) days of the notice provided by the Settlement Fund
Administrator, any party may dispute, in writing, the calculation of the Initial
Year Payment or Annual Payment, or the amount to be received by a Settling
State and/or its Participating Subdivisions. Such disputing party must provide a
written notice of dispute to the Settlement Fund Administrator, the Enforcement
Committee, any affected Settling State, and Janssen identifying the nature of the
dispute, the amount of money that is disputed, and the Settling State(s) affected.
Within twenty-one (21) days of the sending of a written notice of dispute, any
affected party may submit a response, in writing, to the Settlement Fund
Administrator, the Enforcement Committee, any affected Settling State, and
Janssen identifying the basis for disagreement with the notice of dispute.
If no response is filed, the Settlement Fund Administrator shall adjust the amount
calculated consistent with the written notice of dispute, and Janssen shall pay the
adjusted amount as the Initial Year Payment or Annual Payment on the Payment
Date. If a written response to the written notice of dispute is timely sent to the
Settlement Fund Administrator, the Settlement Fund Administrator shall notify
Janssen of the preliminary amount to be paid, which shall be the greater of the
amount originally calculated by the Se