SETTLEMENT AGREEMENT This Settlement Agreement (?Agreement?) is made and entered into by and between the State of New Mexico, through the Of?ce of the Attorney General, Medicaid Fraud and Elder Abuse Division a Medicaid Fraud Control Unit and Families and Youth, Inc. (hereafter or ?Provider?), upon the following terms and conditions: RECITALS WHEREAS, FYI is a New Mexico Medicaid services provider. One of the programs administered by FYI is for mental health services, including behavior management services. The program regulations require that FYI perform periodic assessments by quali?ed individuals, and that legitimate documentation of such assessments be maintained in the ?le; WHEREAS, this Settlement Agreement relates to a case investigated by this office, internally identi?ed as Case No. 12-022; WHEREAS, FYI submitted or caused to be submitted claims for reimbursement under the Title XIX Medicaid Program of the State of New Mexico, and speci?cally claims for behavior management services; WHEREAS, MFEAD received information that there were irregularities in billing of behavior management services by FYI. Subsequently, FYI self-reported that a previous employee of FYI had been falsifying the assessments required to be conducted as part of the provision of behavior management services. FYI reported the problems with the assessments as soon as it became aware of the previous employee?s actions; WHEREAS, in good faith, FYI has self-reported all assessments affected by the actions of the previous employee during the entire time period when that employee was employed with FYI, November 2009 to May 2012. FYI conducted an internal audit to determine all billings associated with the falsi?ed or de?cient assessments, which was examined and veri?ed by WHEREAS, in Case No. 12-022, from November 2009 to May 2012 the billings associated with the falsi?ed and de?cient assessments total $320,131.20. FYI has agreed to reimbursement to the Medicaid program of $320,13 1 .20; WHEREAS, in the interest of avoiding litigation, and without conceding the validity or accuracy of allegations set forth above, FYI seeks, by this Agreement, to resolve and settle these matters upon the terms and conditions set forth herein below; NOW THEREFORE, in return for the promises, consideration, covenants, agreements, and conditions provided for in this Agreement, the parties hereby agree as follows: COVENANTS 1. Terms of Payment: FYI shall pay the State of New Mexico $320,131.20 in Case No. 12-022. 2. Repayment Instructions and Due Dates: Man Services, Department Reimbursement of a total of $320,13 1 .20 shall be paid by FYI by checks made payable to the New Mexico Human Services Department, in two installments, as follows: $160,065.60 on or before December 7, 2012; and $160,065.60 on or before January 7, 2013. Payment Address: The above-referenced check, while it should be made payable to the New Mexico Human Services Department, shall be submitted to the Medicaid Fraud and Elder Abuse Division of the Attorney General?s Of?ce at 111 Lomas Blvd. NW, Suite 300, Albuquerque, New Mexico, 87102. 3. Release by MFEAD: In consideration of the payments referred to above, the State of New Mexico, by and through the MFEAD, releases FYI, any parent, subsidiary, related or af?liated companies, for the conduct of their of?cers, directors, managers, attorneys, agents, representatives, and employees, ?om any and all claims, actions, demands, and causes of action it may have against FYI, both criminal and civil, including claims under section 30-44-1 NMSA, et seq., as amended, the ?Medicaid Fraud Act,? arising from behavior management services provided from November 2009 to May 2012. MFEAD represents that this is the only case against FYI presently being investigated by and/or presently known to MFEAD. Excluded from this release are potential criminal charges that may be brought directly against any individual employee of FYI who may have participated in the above-described conduct. GENERAL TERMS 1. Agreement not an Admission of Liability or Fault. The parties understand and agree that this Agreement is the compromise of disputed claims and that recitals of fact, representations, and statements herein, and the payment to the MFEAD (including payment to HSD) by FYI shall not to be construed as an admission by FYI of any liability or fault. 2. Remedy for Breach of Agreement. The parties hereby agree that the sole remedy for any claim of breach of this agreement will be to bring a civil action for collection of the monies due pursuant to this Agreement, together with costs, attorneys? fees, interest at the judgment rate from the date of breach, and any other remedies provided by law. However, if this agreement is breached, the parties agree that the statute of limitations for any claim covered by this agreement, is tolled for sixty days after the date of the breach. 3. Binding on Successors. This Agreement shall be binding on the heirs, successors, administrators, executors, and transferees of the parties. 4. Signer in a Representative Capacity. A signer in a representative capacity for partnership, corporation, government agency or other entity represents that he or she is authorized to bind such partnership, corporation, government agency, or other entity to this Agreement. 5. Effect of Agreement. This Agreement contains a complete description of the agreement between the parties. All material representations, understandings, and promises of the parties are 2 contained in this Agreement. Any modi?cations must be set forth in writing and signed by all parties. FYI represents that this Agreement is entered into with knowledge of the events described therein. FYI represents that this Agreement is voluntarily entered into without any degree of duress or compulsion. The parties agree that this Agreement is entered into solely as a compromise resolution to avoid litigation. 6. Execution of Agreement. This Agreement shall become binding and ?nal only upon signing by each party hereto. 7. Representations and Warranties. Each party represents and warrants that it has read and understood and has received independent legal advice with respect to the advisability of making this Agreement. Each party has made such investigation of the facts pertaining to this Agreement and of all other matters pertaining hereto as they deem necessary. The parties hereto represent and warrant that each signatory hereto has the ?ll] right and authority to enter into this Agreement and bind the party on whose behalf he, she, or it has executed this Agreement. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New Mexico. Respective counsel for each party hereto has participated in the drafting of, read, and approved the language of this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning, and not for or against any of the parties hereto. 9. Waiver/Severability. The parties agree that no waiver by any party of any particular provision or right under this Agreement shall be deemed to be a waiver of any other provision or right herein. The parties further agree that each provision or term of this Agreement is intended to be severable from the others so that if any particular provision or term hereof is or is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remaining provisions and terms hereof. 10. Entire Agreement. This Agreement constitutes the sole and entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes and replaces all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. Each of the parties hereto acknowledges to each of the other parties hereto that no other party or any agent or attorney of any party has made any promise, representation or warranty whatsoever, express or implied, written or oral, not contained herein concerning the subject matter hereof to induce him, her, or it to execute this Agreement, and each of the parties hereto acknowledges that he, she, or it has not executed this Agreement in reliance on any promise, representation or warranty not expressly contained herein. No person has any authority to make any representation or promise on behalf of any party that is not set forth herein. This Agreement may be modi?ed, supplemented, or waived only with a written instrument duly executed by each of the parties hereto. 11. Further Assurances. Each party hereto agrees to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement and which are not inconsistent with its terms and intent. 12. Execution/Counterparts. This Agreement may be executed in counterparts, and a facsimile signature shall have the same force and effect as an original signature penned in ink. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year indicated below. a 0 Date Families and Youth, Inc. 1320 i . lano Las ce, NM 8 By: Jose Its (of (a 7/ Date Patricia Padrino Tucker Assistant Attorney General Of?ce of the Attorney General Medicaid Fraud Control Unit 111 Lamas Blvd. NW, Suite 300 Albuquerque, NM 87102 505-222-9000 APPROVED AS TO FORM AND CONTENT: (q 34 90(3? Dati: mita James, Esq. Ford Harrison LLP 3200 E. Camelback Road, Suite 200 Phoenix, AZ 85018 Phoenix:21511.1