AGREEMENT
THIS AGREEMENT C'Agreement") is entered between the STATE OF
FLORIDA, acting through the MEDICAID FRAUD CONTROL UNIT of the
OFFICE OF THE ATTORNEY GENERAL ("MPCUtI) and EMSA LIMITED
PARTNERSHIP, a Florida Limited Partnership (tlEMSAtI), through its authorized
representatives.
As a preamble to this Agreement, the :M:FCU and EMSA agree to the following:
"EMSA" and "Patties" Defined: As used in this Agreement, the term
A.
tlEMSA" is defined as EMSA LIMITED PARTNERSHIP, a Florida Limited Partnership,
its current and former subsidiaries, parents, affiliates, predecessors, successors, and
assigns, including the agents, employees, officers, and directors of EMSA LIMITED
PARTNERSHIP, its parents, affiliates, successors and assigns, to the extent such agents
were acting for or on behalf of EMSA LIMITED PARTNERSHIP, a Florida Limited
Partnership, its current and former subsidiaries, parents, affiliates, predecessors,
successors, and assigns. The term EMSA, its parents or affiliates specifically does not
include any health care provider, who is not an employee of EMSA, its parents or
affiliates, who EMSA, its parents or affiliates utilized for services whether through
written contract or otherwise, nor does the term include any person or entity with whom
EMSA, its parents or affiliates contracted to provide health care to incarcerated persons.
Collectively, EMSA and 1\1FCU are the "Parties," as used herein.
B.
"Investigation" of the "Covered Conduct:" The MFCU conducted an
investigation of EMSA concerning its alleged role in the submission by off-site health
care providers of claims for payment to the Florida Agency for Health Care
Administration ("ARCA n ) or AHCA's fiscal agent for care provided to inmates
incarcerated in facilities where EMSA contracted to provide health care. As used herein
the term "Investigation" shall mean MFCU's investigation into EMSA's conduct for the
period from December 1, 1998, to March 31, 2004. This Mf'Cl.I-tnveattgatedconduct is
the "Covered Conduct,n as used hereafter.

MFCU's Claims: J\tIFCU contends it has certain statutory and
C.
common-law civil claims against EMSA as a result of Covered Conduct.
D.
Motivation to Resolve Claims: The Parties desire to conclude the
aforementioned Investigation into the Covered Conduct and to settle and compromise on
all claims against EMSA arising out of the said Investigation that the MFCU either
asserted or maintained against EMSA or could have asserted or maintained against
EMSA. The Parties enter into this full and final Settlement to avoid the delay,
uncertainty, inconvenience, and expense of protracted litigation of these claims.

NOW, THEREFORE, in consideration of the premises and the mutual promises,
agreements, obligations, and covenants set forth, and for good and valuable consideration
as stated herein, the Parties agree as follows:
Settlement Amount: EMSA agrees that EMSA will pay MFCU the sum
L
of FIVE Jv1ILLION AND 00/100 DOLLARS ($5,000,000.00). The foregoing payments
shall be made under all of the following terms:
(a)
EMSA agrees that EMSA will pay the one-lump-sum amount of
$5,000,000.00 to the j\1FCu.
(b)
Said lump-sum payment shall be paid by either certified or
cashier's check or wire transfer drawn on a bank in the United States, and in United
States currency.
(c)
The certified or cashier's check shall be payable to "Office of the
Attorney General." A wire transfer should be made payable to 1VIFCU's Bank of America
account number 0260-0959-3.
(d)
The certified or cashier's check or a copy of the receipt of
transmittal for the wire transferred funds shall accompany this Settlement Agreement,
which must be executed by the authorized representative of EMSA.
(e) If EMSA elects to have the Settlement Amount paid by wire transfer,
EMSA agrees any such wire transfer shall be treated as a proposed payment whose
acceptance can be affirmed only by the Deputy Attorney General's signature below on
this Agreement. An other provisions regarding effective date will remain unchanged by
the final acceptance of the payment by wire transfer.
(f) Prior to any other distribution, the j\1FCU shall transfer to AReA, that
portion of the Settlement Amount constituting the Medicaid program loss .

.,
MFCU's Release: Subject to the exceptions in Paragraph 3 C'Scope of
Release") and Paragraph 4 ("Bankruptcy Provisions"), upon full execution of this
Agreement by all Parties and EMSA's simultaneous remittance to the MFCU of the
settlement amount as provided in Paragraph 1, the MFCU agrees to release EMSA, its
parents and affiliates. from any and all civil and administrative actions, causes of action,
obligations, liabilities, claims, or demands for compensatory, special, punitive,
exemplary, or treble damages, or demand whatsoever in law or in equity, which were
asserted or maintained or could have been asserted or maintained, against EMSA, its
parents and affiliates based upon or arising out of the Investigation of the Covered
Conduct specifically defined in Preamble Paragraph B. However, the Agreement will
have no actual or intended effect until executed by 'NIFCU's authorized representative.

3.
Scope of Release: Notwithstanding any term of this Agreement, the
following are specifically reserved and excluded from the scope and terms of this
Agreement as to any entity or person, including EMSA:
(a)
MFCU, AReA or other appropriate law enforcement or regulatory
agency or private patty suit against EMSA or any predecessor, successor, director,
officer, employee, assign or agent of EMSA for:
(1)
Any administrative or civil cause of action for any violation
of law arising out of the covered conduct and not encompassed within the Investigation
as defined in Paragraph 1; or
(2)

Any criminal liability.

Accordingly, EMSA agrees not to assert the defenses of res judicata, collateral estoppel,
excessive fines, or double jeopardy as to actions described in Subparagraphs (a)(l) and
(a)(2).

(b)
Any administrative actioms) relating to professional licensure or
adjudication of claims by persons or entities who are not parties to this Settlement
Agreement;
(c)

Any claims based upon such obligations as are created by this

Agreement;
(d)
Any liability to the State of Florida, including :MFCU and OAG,
for any conduct other than the Covered Conduct;
(e)
Any express or implied warranty claims or other claims for
defective or deficient products or services, including quality of goods and services,
provided by EMSA;
(f)
Any claims for personal injury or property damage or for other
consequential damages arising from the Covered Conduct; and

(g)
Any action against a healthcare professional, including EMSA and
any of its employees or agents, for practicing without the necessary license or
certification.
4.
provisions:

Bankruptcy: The Parties warrant and agree to the following bankruptcy

(a)
EMSA warrants that its has reviewed its own financial position and
EMSA is solvent within the meaning of Title II of the United States Code (hereinafter
"11 U.S.C. li ),
§§ 547(b)(3) and 548 (a)(l)(B)(ii)(I), and will remain solvent
following their payment to the :MFCU of the Settlement Amount.

(b)
Further, the Parties warrant that, in evaluating whether to execute
this Agreement, they
(1)
have intended that the mutual promises, covenants, and
obligations set forth constitute a contemporaneous exchange for new value given to
EMSA, within the meaning of 11 U.S.C. § 547(c)(1); and
(2)
conclude that these mutual promises, covenants, and
obligations do, in fact, constitute such a contemporaneous exchange.
(c)
Further, the Parties warrant that the mutual promises, covenants,
and obligations set forth herein are intended and do, in fact, represent a reasonably
equivalent exchange of value which is not intended to hinder, delay, or defraud any entity
to which EMSA was or became indebted, on or after the date of this transfer, all within
the meaning of 11 U.S.C. § 548(a)(l).
(d)
The Parties agree that the Settlement Amount as defined in
Paragraph 1 constitutes a recovery of the type defined in 11 V.S.c. §523(a)(7) and
§1141(d)(2).
(e)
Accordingly, the Patties agree within ninety-one (91) days of the
later of the Effective Date, if EMSA commences any action under any law of bankruptcy,
insolvency, reorganization, or relief of debtors, seeking to have any order for relief of
EMSA's debts; seeking to adjudicate EMSA as bankrupt or insolvent; or seeking
appointment of a receiver, trustee, custodian, or other similar official for EMSA or for all
or any substantial part of EMS A' s assets, EMSA agrees as follows:
(1)
EMS A's obligations under this Agreement may not be
avoided pursuant to 11 U.S.C. §§ 547 or 548, and EMSA shall not argue or otherwise
take the position in any such case, proceeding, or action that: EMSA's obligations under
this Agreement may be avoided under 11 U.S.C. §§ 547 or 548; EMSA was insolvent at
the time this Agreement was entered into, or became insolvent as a result of the payment
made to the MFCU hereunder; or the mutual promises, covenants, and obligations set
forth in this Agreement do not constitute a contemporaneous exchange for new value
given to EMSA.

If EMSA's obligations under this Agreement are avoided
(2)
for any reason, including, but not limited to, through the exercise of a trustee's avoidance
powers under the Bankruptcy Code, the :rvIFCU, at its sole option, may rescind the
releases in this Agreement, and bring any civil and/or administrative claim, action, or
proceeding against EMSA for the claims that would otherwise be covered by the releases
provided in Paragraphs 2 and 3.

(3)
EMSA agrees that any such claims, actions, or proceedings
brought by the State of Florida (including any proceedings to exclude EMSA from
participation in Medicare, Medicaid, or other Federal health care programs) are not
subject to an automatic stay pursuant to 11 U.S.C. § 362(a) as a result of the action, case,
or proceeding described in the immediately proceeding Subparagraph 4(d)(2). EMSA
will not argue or otherwise contend that the State of Florida's claims, actions, or
proceedings are subject to an automatic stay. EMSA will not plead, argue, or otherwise
raise any defenses under the theories of statute of limitations, laches, estoppel, or similar
theories, to any such civil or administrative claims, actions, or proceeding which are
brought by the State of Florida within 90 calendar days of written notification to EMSA
that the releases herein have been rescinded pursuant to this Paragraph, except to the
extent such defenses were available on the first day of the Investigated period.
(4)
EMSA acknowledges that its agreements in this Paragraph
are provided in exchange for valuable consideration provided in this Agreement.
Continual Compliance: EMSA agrees to abide by and obey all statutes,
5.
regulations and official directives of the United States and Florida, including their
departments and agencies, pertaining to Medicaid, to the extent the said statutes,
regulations, and official directives apply to EMSA. Should EMSA fail to abide by and
obey the aforesaid Medicaid statutes, regulations, and official directives of the United
States and Florida, the release of claims against EMSA as set forth in Paragraph 2, shall
terminate and the MFCU shall be free to continue its Investigation as identified in
Paragraph B, above, and to pursue such civil or criminal actions against EMSA as it
deems appropriate. The remaining provisions of this Agreement shall remain binding
uponEMSA.
6.
No Admission of Fault: This Agreement, any exhibit or document
referenced herein, any action taken to reach, effectuate, or further this 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. Entering into or
carrying out this 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, with the
exception of certain bankruptcy provisions in Paragraph 4, nothing in this Agreement,
including this Paragraph, shall be construed to limit or to restrict EMS A"sright to utilize
this Agreement, or payments made hereunder, to assert and maintain the defenses of res
judicata, 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 arising out of the specific subject matter of the
Investigation, as defined in Paragraph 1. EMSA does not admit MFCU's contentions that
arise from its Investigation of the Covered Conduct, set forth in Preamble Paragraph B,
and specifically denies EMSA intentionally submitted any claims in violation of state or
federal law. This Agreement, and the payment, promises, 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 that were or that could have been

asserted by the JMFCU against EMSA, arising out of the Investigation. which liability or
validity is hereby expressly denied by EMSA.
Complete Resolution: The Parties have agreed that the terms of this
7.
Agreement constitute a complete resolution and settlement of the claims asserted against
EMSA by the :MFCU, as well as the claims that could have been asserted against EMSA
by the :MFCU arising out of or as a result of the Investigation described in Paragraph 1.
Upon EMSA's continued fulfillment of its obligations under this Agreement as provided
in Paragraph 1 , and payment of the lump-sum amount provided in Paragraph 1, the
Investigation, as defined in Preamble, Paragraph B, shall be concluded.

8.
Survival: This Agreement shall be binding upon and inure to the benefit
of the Parties and their successors, transferees, heirs, and assigns.
9.
Merger: This Agreement constitutes the entire agreement between the
Parties with regard to the subject matter contained herein and all prior negotiations and
understandings between the Parties shall be deemed merged into this Agreement.
10.
No External Representations: No representations, warranties, or
inducements have been made by the WCU concerning this Agreement other than those
representations, warranties, and covenants contained in this Agreement.
11.
No Oral Modifications or Waivers: No waiver, modification, or
amendment of the terms of this 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.
Failure of Strict Performance: Any failure by any Party to the
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.
13.
Choice of Law: This 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.
Release of Florida: EMSA, for itself and its affiliates, onl y fully and
finally releases the l\1FCU, the OAG, and the State of Florida, its agencies, employees,
servants, and agents from any claims (including attorney's fees and costs of any kind)
that EMSA has asserted, could have asserted, or may assert in the future against the
:MFCU, the OAG, or the State of Florida, its agencies, employees, and agents arising out
of or resulting from the Investigation as defined in Paragraph 1.

15.
Contract Beneficiaries: This Agreement is intended to be for the benefit
of the Parties only, and by this instrument the Parties do not release any claims against
any other person or entity, except to the extent provided for in the immediately preceding
Paragraph.
16.
Litigation Costs: With exception of investigative costs and litigation costs
which may be specifically provided for in Paragraph 1, each patty to this Agreement shall
bear its own legal and other costs incurred in connection with this matter, including the
preparation and performance of this Agreement.
Unenforceable Clause; Neither Party shall challenge the legality or
17.
enforceability of this Agreement. If any clause, provision, or section of this 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
Agreement, and this Agreement shall be construed and enforced as if such illegal, invalid,
or unenforceable clause, section, or other provision had not been contained herein.
Arms Length Negotiations: The Parties executed this Agreement after
18.
arms length negotiations and it reflects the conclusion of the Parties that this Agreement
is in the best interest of all the Parties. Each Patty is satisfied with the Agreement's
language and construction, and therefore the interpretation of the terms of this Agreement
shall not be construed against any of the Parties. Each Party represents that this
Agreement is freely and voluntarily entered into without any degree of duress or
compulsion whatsoever.
19. No Third-Party Beneficiaries: The patties agree that they have not entered
into this Agreement for the benefit of any private personfs) or entity not named in this
agreement, and it is their express intention that the Agreement is intended to be for their
respective benefit only and not for the benefit of others who might otherwise be deemed
to constitute third-party beneficiaries hereof.
Authority to Execute Agreement: The undersigned individuals signing
20.
this Agreement on behalf of EMSA represent and warrant that they are authorized to
execute this Agreement. The undersigned MFCU signatories represent that they are
signing this Agreement in their official capacities and that they are authorized to execute
this Agreement.

21.

Effective Date: This Agreement is effective on the date of signature of
the last signatory to the Agreement ("Effective Date").

22.
Non-Punitive Effect; The Parties agree that this Settlement is not
punitive in purpose or effect.
23.
IRS Characterization: Nothing in this Agreement constitutes an
agreement or representation characterizing the Settlement Amount for the purposes of the
Internal Revenue Code, Title 26 of the United States Code.

24.
Public Disclosure: An Parties consent to the MFCU's disclosure of this
Agreement, and information about this Agreement, to the public.
5
Introductory Signals: The introductory paragraph signals are for subject
identification only and do not affect the meaning or become part of the Agreement

EMSA Limited Partnership

FORFLORIDA'S OFFICE OF THE ATTORNEY
GENERAL, DEPARTMENT OF LEGAL AFFAIRS

By a duly authorized officer of its General Partner
CHARLES J. CRIST, JR.

George S. Le:Mieux
Deputy Attorney General

Date:

Date: 3\30( '2004.