940-Office of Atty Gen Settlemt COPY
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the "Settlement Agreement") is entered into
on the last date signed below by both parties, between the City of Sanford (hereinafter
known as "CITY") which term whenever used herein shall mean the City of Sanford,
including all departments, divisions, officials, agents and attorneys and the Office of the
Attorney General (hereinafter the "OAG").
WITNESSETH:
WHEREAS, the OAG commenced an investigation of billing submissions made on
the behalf of City of Sanford Fire Department, by Medical claims Processors Group, Inc.,
which resulted in over payments from the Agency for Health Care Administration
(hereinafter (AHCA); and
WHEREAS, the CITY and the OAG, desire to conclude the aforementioned'
investigation and to settle and compromise all claims arising out of such investigation that
were asserted or maintained, could have been asserted or maintained, or which in the
future could be asserted or maintained by the OAG or the AHCA against the CITY for such
overpayment and;
NOW, THEREFORE, in consideration of the premises and the mutual promises,
agreements and covenants herein, including, but not limited to, the payment of the
Settlement sum as described in paragraph 4 below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto stipulate and agree as follows:
I. As used herein the term "Investigation" shall mean the OAG's examination
of CITY's alleged improper receipt of Medicaid overpayments due to erroneous Medicaid
billings by the CITY's billing and collection service provider during the period January 1,
1998, through and including January 31, 2001.
2. The term "Parties" as used in this Settlement Agreement shall collectively
refer to the CITY and the OAG.
3. It is expressly understood and agreed between the Parties that this
Settlement Agreement, and the payment and release provided hereunder, are not and
shall not be construed to be an admission of liability or any acknowledgment of the validity
of any of the claims which were or which could have been asserted by the OAG against
the CITY, arising out of the Investigation, which liability or validity is hereby expressly
denied by the CITY.
4. The CITY agrees to pay to the State of Florida the sum of $9,915.55.
5. The CITY agrees to pay the amount provided in paragraph 4 above in one
lump-sum payment to the OAG, within 10 days of the date of this Agreement. If full
payment is not made as provided, this Settlement Agreement shall be of no further force
or effect and neither party shall have any right hereunder unless the payment date is
extended by the OAG in its sole discretion.
6. Upon full payment to the OAG of the amount provided in paragraph 4 above,
the OAG hereby agrees to release, acquit, and forever discharge the CITY from any and
all actions, causes of action, obligations, liabilities, claims, or demands for compensatory,
special, punitive, exemplary, or treble damages, claims or relief, or demand whatsoever
in law or in equity, civil or administrative, which were asserted or maintained, could have
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been asserted or maintained, or which could in the future be asserted or maintained
against CITY in any action or proceeding, based upon, arising out of, related to, or
connected with, directly or indirectly, any of the matters in the Investigation.
7. The Parties have agreed that the payment and settlement made pursuant to
this Settlement Agreement constitute a complete resolution and settlement of all issues
and matters relating to or the subject of the Investigation. Upon CITY's fulfillment of its
obligations under this Settlement Agreement and payment of the sums provided herein,
the Investigation, as defined in paragraph 1, shall be concluded.
8. The Settlement Agreement shall be binding upon and inure to the benefit of
the Parties.
9. This Settlement Agreement constitutes the entire agreement between the
Parties with regard to the subject matter contained herein and all prior negotiations and
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understandings between the Parties shall be deemed merged into this Settlement
Agreement.
10. No representations, warranties or inducements have been made by the OAG
concerning this Settlement Agreement other than those representations, warranties, and
covenants contained in this Settlement Agreement.
11. No waiver, modification or amendment of the terms of this Settlement
Agreement shall be valid or binding unless in writing, signed by the Party to be charged
and then only to the extent set forth in such written waiver, modification, or amendment.
12. Any failure by any Party to the Settlement Agreement to insist upon the strict
performance by any other Party of any of the provisions of this Settlement Agreement shall
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not be deemed a waiver of any of the provisions of this Settlement Agreement, and such
Party, notwithstand ing such failure, shall have the right thereafter to insist upon the specific
performance of any and all of the provisions of this Settlement Agreement.
13. This Settlement Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of Florida, without regard to its conflict
of law principles.
14. The Parties acknowledge that this Settlement Agreement is being entered
into to avoid the expense and length of further legal proceedings, taking into account the
uncertainty and risk inherent in any litigation.
15. This Settlement Agreement, any exhibit or document referenced herein, any
action taken to reach, effectuate or further this Settlement Agreement, and the terms set
forth herein, shall not be construed as, or used as, an admission by or against any of the
Parties of any fault, wrongdoing, or liability whatsoever, or as a waiver or limitation of any
defenses otherwise available to any of the Parties. Entering into or carrying out this
Settlement Agreement, or any negotiations or proceedings related thereto, shall not in any::!: ~:~
event be construed as, or deemed to be evidence of, an admission or concession by any:
of the Parties, or to be a waiver of any applicable defense. However, nothing in this
Settlement Agreement, including this paragraph, shall be construed to limit or to restrict
the CITY's right to utilize this Settlement Agreement, or payments made hereunder, to
assert and maintain the defenses of resjudicata, collateral estoppel, payment, compromise
and settlement, accord and satisfaction, or any legal or equitable defenses in any pending
or future legal or administrative action or proceeding.
16. if any clause, provision, or section of this Settlement Agreement shall, for any
reason, be held illegal, invalid, or unenforceable, such illegality, invalidity, or
unenforceability shall not affect any other clause, provision, or section of this Settlement
Agreement, and this Settlement Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable clause, section, or other provision had not been contained
herein.
17. This Settlement Agreement, was executed after arms length negotiations
between the Parties and reflects the conclusion of the Parties that this Settlement
Agreement is in the best interest of all the Parties.
18. Each of the Parties participated jointly in the drafting of this Settlement
Agreement, and therefore the terms of this Settlement Agreement are not intended to be
construed against any of the Parties by virtue of draftsmanship.
CITY OF Sanford, FL OFFICE OF THE ATTORNEY GENERAL
DEPARTMENT OF LEGAL AFFAIRS
RICHARD DORAN
Deputy Attorney General
for the State of Florida
Date: Date: