SETTLEMENT AGREEMENT
I. PARTIES
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This Settlement Agreement ("Agreement") is entered into by and among
the United States of America, acting through the Civil Division of the United
States Department of Justice, the United States Attorneys for the Northern
District of Georgia and the Eastern District of New York, and on behalf of the
Office of Inspector General ("OIG-HHS") of the Department of Health and Human
Services ("HHS") (collectively the "United States"); the Relator, Donald Steven
McLendon ("Relator"); and Olsten Corporation, Olsten Health Services, and
Kimberly Home Health Care ("Kimberly") (collectively "Olsten"), hereafter
referred to as "the Parties", through their authorized representatives.
II. PREAMBLE
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A. Olsten Corporation, a publicly-traded corporation headquartered in
Melville, New York, is in the business of providing homecare services, staffing
services, and homecare management services.
B. The United States contends that Olsten submitted, or caused to be
submitted, claims for payment to the Medicare Program ("Medicare"), Title XVIII
of the Social Security Act, 42 U.S.C. ss.ss. 1395-1395ddd(1997).
C. Relator has filed an action in the Northern District of Georgia
styled United States ex rel. McLendon v. Columbia/HCA Healthcare, et al., No.
1:97-CV-0890-C.F., (the "Qui Tam Action") alleging, among other things, that
Olsten violated the False Claims Act.
D. The United States Attorney for the Eastern District of New York,
in conjunction with OIG-HHS, has initiated an investigation of Olsten that is
independent of the Qui Tam Action and involves issues distinct from those raised
in that action.
E. Based on its investigations, the United States contends that it
has certain civil claims against Olsten under the False Claims Act, 31 U.S.C.
ss.ss. 3729-3733, and other federal statutes and/or common law doctrines, for
engaging in the following conduct (hereafter collectively referred to as
"Covered Conduct"):
(1) Qui Tam Action: The Qui Tam Action alleges that beginning with
negotiations in December of 1993, and continuing through October 31, 1996,
Olsten and Columbia/HCA Healthcare Corporation ("Columbia/HCA") entered into a
series of transactions that enabled Columbia/HCA to acquire ownership of home
health agencies in Georgia, Florida and Alabama, and enabled Olsten to acquire
the right to manage the home health visits arising from those acquisitions.
Olsten offered and paid remuneration indirectly, overtly and covertly, in cash
and in kind, to induce Columbia/HCA to allow it to obtain and manage these home
health visits controlled by Columbia/HCA, in violation of the Medicare
Anti-Kickback Act, 42 U.S.C. ss. 1320a-7b(b). Olsten then colluded with
Columbia/HCA to submit fraudulent claims to the Medicare program seeking
reimbursement for inflated management fees for the years 1994 through and
including 1998, which included the costs associated with these
acquisitions--costs that would not have been reimbursed had their true nature as
a vehicle for reimbursement of Columbia/HCA's acquisition costs been revealed to
the Medicare program.
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The Qui Tam Action further alleges that beginning in 1994 and
continuing through and including 1998, Olsten staffed the Columbia home health
agencies it managed with agency directors who supervised staff personnel,
including those persons nominally performing so-called "community education"
functions. These "community educators" spent a majority of their time carrying
out marketing and advertising functions directed at both physicians and
prospective patients in an effort to obtain referrals to Columbia agencies. The
costs of such patient and physician solicitation services performed by home
health agency personnel, as Olsten and Columbia well knew, were not allowable as
costs subject to reimbursement from the Medicare program. As a result of the
activities described above, Olsten caused the submission of cost reports by
Columbia/HCA to Medicare fiscal intermediaries for the cost report years 1994
through and including 1998 which contained false and fraudulent claims for
expenses associated with community education.
(2) Eastern District of New York: It is alleged that during the period
1992 through 1996, Olsten wrongfully included certain costs in its Medicare home
office cost report submissions, thereby wrongfully claiming reimbursement for
these costs, and mischarging these costs. These costs were:
a) Personal expenses of Olsten executive officers including: personal
credit card charges, country club memberships, health club dues, golf outings,
ski outings and ski equipment, aerobics lessons, cooking lessons, sailing
lessons, skating lessons, spa fees, personal travel;
b) Gift and entertainment expenses including: alcoholic beverages,
box seats and season tickets to sporting events, promotional items, jewelry,
business travel unrelated to Medicare; and
c) Merger costs.
F. HHS contends also that it has certain administrative claims
against Olsten under the provisions for permissive exclusion from the Medicare,
Medicaid and other federal health care programs, 42 U.S.C. ss. 1320a-7(b), and
the provisions for civil monetary penalties, 42 U.S.C. ss. 1320a-7a, for the
Covered Conduct.
G. Kimberly has entered into a plea agreement with the United States
pursuant to which it has agreed to plead guilty in the United States District
Courts for the Southern District of Florida, the Middle District of Florida and
the Northern District of Georgia to offenses involving certain of the conduct
alleged in Paragraph E(1), and has agreed to pay $10.08 million in criminal
fines in connection therewith.
III. TERMS AND CONDITIONS
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NOW, THEREFORE, in consideration of the mutual promises, covenants,
and obligations set forth below, and for good and valuable consideration as
stated herein, the Parties agree as follows:
1. Within five (5) business days of the time all pleas are accepted
by the respective courts and sentence is imposed as described in Paragraph G,
Olsten agrees to pay to the United States $50.92 million (the "Settlement
Amount") by electronic funds transfer pursuant to written instructions to be
provided by the United States. The Settlement Amount of $50.92 million shall be
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allocated as follows: $10 million for the resolution of the EDNY investigation
and the remaining $40.92 million for the resolution of the investigation related
to the Qui Tam Action. These amounts are in addition to the criminal fines set
forth in Paragraph G herein, and in the event that the criminal fines imposed
are less than $10.08 million and the plea is not withdrawn, Olsten agrees to pay
to the United States the difference between the actual imposed fines and $10.08
million as an additional settlement amount for resolution of the investigation
related to the Qui Tam Action.
2. Subject to the exceptions in Paragraph 5 below, in consideration
of the obligations of Olsten set forth in this Agreement, conditioned upon
Olsten's payment in full of the Settlement Amount, and subject to Paragraph 16
of this Section III, below (concerning bankruptcy proceedings commenced within
91 days of any payment under this Agreement), the United States (on behalf of
itself, its officers, agents, agencies and departments) agrees that it will
neither institute nor join in an action against Olsten for any civil or
administrative monetary claims the United States has or may have for the Covered
Conduct, under the False Claims Act, 31 U.S.C. ss.ss. 3729-3733; the Civil
Monetary Penalties Law, 42 U.S.C. ss. 1320a-7a; the Program Fraud Civil Remedies
Act, 31 U.S.C. ss.ss. 3801-3812, or the common law theories of payment by
mistake, unjust enrichment, breach of contract and fraud, for the Covered
Conduct.
3. In compromise and settlement of the rights of OIG-HHS to exclude
Kimberly pursuant to 42 U.S.C. ss. 1320a-7(a)(1) and (b)(7), Olsten agrees to
the permanent exclusion of Kimberly under these statutory provisions from
participation in Medicare, Medicaid, and all other federal health care programs
as defined in 42 U.S.C. ss. 1320a-7b(f). Such exclusion will have national
effect and will also apply to all other Federal procurement and non-procurement
programs. Olsten agrees on behalf of Kimberly that this exclusion will commence
on the effective date of this Agreement, and Olsten, on behalf of Kimberly,
waives any further notice of Kimberly's exclusion. Olsten agrees not to contest
such exclusion of Kimberly either administratively or in any State or Federal
court. If Kimberly submits or causes the submission of claims on behalf of
Kimberly while excluded, Olsten and Kimberly will be subject to the imposition
of additional civil monetary penalties and assessments. Olsten and Kimberly
further agree to hold the federal programs and all the federal programs'
beneficiaries and/or sponsors harmless from any financial responsibility for
services furnished to such beneficiaries and/or sponsors during Kimberly's
exclusion. Olsten specifically waives its rights as to Kimberly under any
statute or regulation to payment from the Medicare, Medicaid, TRICARE, Veterans
Affairs (VA), or Federal Employees Health Benefits (FEHBP) programs for services
provided by Kimberly during Kimberly's exclusion.
4. In consideration of the obligations set forth in this Agreement,
conditioned upon Olsten's payment in full of the settlement amount, and subject
to the provisions of Paragraph 16 (concerning bankruptcy proceedings commenced
within 91 days of any payment under this agreement), OIG-HHS agrees to release
and refrain from instituting, directing or maintaining any administrative claim
or any action seeking exclusion from the Medicare, Medicaid or other federal
health care programs (as defined in 42 U.S.C. ss. 1320a-7b(f)) against Olsten
under 42 U.S.C. ss. 1320a-7a (Civil Monetary Penalties Law), or 42 U.S.C. ss.
1320a-7(b) (permissive exclusion) , for the Covered Conduct, except as reserved
in Paragraph 5 of this Section III, below, and as reserved in this Paragraph 4.
The OIG-HHS expressly reserves all rights to comply with any statutory
obligations to exclude Olsten or others from federal health care programs under
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42 U.S.C. ss. 1320a-7(a) (mandatory exclusion). Nothing in this Paragraph
precludes the OIG-HHS from taking action against entities or persons, or for
conduct and practices, for which civil claims have been reserved in Paragraph 5
of this Section III, below.
5. Notwithstanding any term of this Agreement, specifically reserved
and excluded from the scope and terms of this Agreement as to any entity or
person (including Olsten) are any and all of the following:
(a) Any civil, criminal or administrative claims arising under Title
26, U.S. Code (Internal Revenue Code);
(b) Any criminal liability;
(c) Except as explicitly stated in this Agreement, any administrative
liability, including mandatory exclusion from Federal health care programs;
(d) Any liability to the United States (or its agencies) for any
conduct other than the Covered Conduct;
(e) Any claims based upon such obligations as are created by this
Agreement;
(f) Any civil or administrative claims of the United States against
individuals, including current or former directors, officers, employees, agents
or shareholders of Olsten who, in connection with the Covered Conduct, receive
notification that they are the target of a criminal investigation (as defined in
the United States Attorneys' Manual), are criminally indicted or charged, or are
convicted, or who enter a criminal plea; and
(g) Any entity or individual determined by the United States in its
sole discretion to be jointly and severally liable with Olsten or its related
entities for the Covered Conduct, including but not limited to Columbia/HCA
Healthcare Corporation, its subsidiaries, affiliates, predecessors, successors,
employees, agents and any and all related individuals and entities.
6. Olsten has entered into a Corporate Integrity Agreement with
OIG-HHS, attached as Exhibit A, which is incorporated into this Agreement by
reference. Olsten will implement its obligations under the Corporate Integrity
Agreement immediately upon execution of this Agreement.
7. Olsten has provided financial information ("Financial
Information") to the United States and the United States has relied on the
accuracy and completeness of this Financial Information in reaching this
Agreement. Olsten warrants that to the best of Olsten's information the
historical Financial Information it has provided is thorough, accurate, and
complete. The forward-looking Financial Information consists of, as of the date
of this Agreement, Olsten's best confidential internal financial projections,
which projections are subject to various risk factors and uncertainties. Olsten
further warrants that it does not own or have an interest in any assets which
have not been disclosed in the Financial Information, and that Olsten has made
no misrepresentations on, or in connection with, the Financial Information or
its financial condition. In the event the United States learns of asset(s) in
which Olsten had an interest at the time of this Agreement that were not
disclosed in the Financial Information, or in the event the United States learns
of a misrepresentation by Olsten on, or in connection with, the Financial
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Information or Olsten's financial condition, and in the event such
non-disclosure or misrepresentation changes the estimated net worth of Olsten
set forth on the Financial Information by Five Million dollars ($5,000,000) or
more, the United States may at its option: (a) rescind this Agreement and file
suit upon the Covered Conduct described in paragraph E; or (b) let the Agreement
stand and collect the full Settlement Amount plus one hundred percent (100%) of
the value of such increased net worth of Olsten that was previously undisclosed
or misrepresented at the time of this Agreement. Olsten agrees not to contest
any collection action undertaken by the United States pursuant to this
provision.
8. In the event that the United States, pursuant to paragraph 7
above, opts to rescind this Agreement, Olsten expressly agrees not to plead,
argue or otherwise raise any defenses under the theories of statute of
limitations, laches, estoppel or similar theories, to any civil or
administrative claims which (a) are filed by the United States within 180
calendar days of written notification to Olsten that this Agreement has been
rescinded, and (b) relate to the Covered Conduct, except to the extent these
defenses were available on April 4, 1997, the date the Qui Tam Action was filed
under seal.
9. Olsten waives and will not assert any defenses it may have to any
criminal prosecution or administrative action relating to the Covered Conduct,
which defenses may be based in whole or in part on the Double Jeopardy Clause of
the Fifth Amendment of the Constitution, or under the Excessive Fines Clause of
the Eighth Amendment of the Constitution. Olsten agrees that this settlement is
not punitive in purpose or effect. Nothing in this paragraph or any other
provision of this Agreement constitutes an agreement by the United States
concerning the characterization of the Settlement Amount for purposes of the
Internal Revenue Code, Title 26 of the United States Code.
10. Olsten agrees that all costs (as defined in the Federal
Acquisition Regulations ("FAR") ss. 31.205-47 and in Titles XVIII and XIX of the
Social Security Act, 42 U.S.C. ss.ss. 1395-1395ddd (1997) and 1396-1396v (1997),
and the regulations promulgated thereunder) incurred by or on behalf of Olsten,
in connection with: (a) the matters covered by this Agreement, (b) the
Government's audit(s) and civil and any criminal investigation(s) of the matters
covered by this Agreement, (c) Olsten's investigation, defense, and corrective
actions undertaken in response to the Government's audit(s) and civil and any
criminal investigation(s) in connection with the matters covered by this
Agreement (including attorneys' fees) including the obligations undertaken
pursuant to the Corporate Integrity Agreement incorporated in this Agreement,
(d) the negotiation of this Agreement, the Corporate Integrity Agreement, and
any plea agreement and/or deferred prosecution agreement, and (e) the payment
made pursuant to this Agreement, whether for fines or for settlement and
compromise of the civil matters, are unallowable costs on Government contracts
and under the Medicare Program, Medicaid Program, TRICARE Program, Veterans
Affairs Program (VA) and Federal Employee Health Benefits Program (FEHBP)
(hereafter, "unallowable costs"). Olsten agrees that it will separately estimate
and account for these unallowable costs, and it will not charge such unallowable
costs directly or indirectly to any contracts with the United States or any
state Medicaid program, or seek payment for such unallowable costs through any
cost report, cost statement, information statement or payment request submitted
by Olsten or any of its subsidiaries to the Medicare, Medicaid, TRICARE, VA or
FEHBP programs.
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11. Olsten further agrees that within 60 days of the effective date of
this Agreement it will identify to applicable Medicare and TRICARE fiscal
intermediaries, carriers and/or contractors, and Medicaid, VA and FEHBP fiscal
agents, any unallowable costs (as defined in Paragraph 10) included in payments
previously sought from the United States, or any State Medicaid Program,
including, but not limited to, payments sought in any cost reports, cost
statements, information reports, or payment requests already submitted by Olsten
or any of its subsidiaries, and will request, and agree, that such cost reports,
cost statements, information reports or payment requests, even if already
settled, be adjusted to account for the effect of the inclusion of the
unallowable costs. Olsten agrees that the United States will be entitled to
recoup from Olsten any overpayment as a result of the inclusion of such
unallowable costs on previously-submitted cost reports, information reports,
cost statements or requests for payment. Any payments due after the adjustments
have been made shall be paid to the United States pursuant to the direction of
the Department of Justice, and/or the affected agencies. The United States
reserves its rights to disagree with any calculations submitted by Olsten or any
of its subsidiaries on the effect of inclusion of unallowable costs (as defined
in this paragraph) on Olsten or any of its subsidiaries' cost reports, cost
statements or information reports. Nothing in this Agreement shall constitute a
waiver of the rights of the United States to examine or reexamine the
unallowable costs described in Paragraph 10 and in this Paragraph.
12. Olsten agrees to cooperate fully and truthfully with the United
States, investigation of individuals and entities not specifically released in
this Agreement, for the Covered Conduct. Upon reasonable notice, Olsten will
make reasonable efforts to facilitate access to, and encourage the cooperation
of, its directors, officers, and employees for interviews and testimony,
consistent with the rights and privileges of such individuals, and will furnish
to the United States, upon reasonable request, all non-privileged documents and
records in its possession, custody or control relating to the Covered Conduct
which have not been previously produced by Olsten to the United States.
13. 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 as expressly set forth herein.
14. Olsten agrees that it will not seek payment for any of the health
care billings covered by this Agreement from any health care beneficiaries or
their parents or sponsors. Olsten waives any causes of action against these
beneficiaries or their parents or sponsors based upon the claims for payment
covered by this Agreement.
15. Olsten expressly warrants that it has reviewed its financial
situation and that it currently is solvent within the meaning of 11 U.S.C. ss.
547(b)(3), and will remain solvent following its payment to the United States
hereunder. Further, the Parties expressly warrant that, in evaluating whether to
execute this Agreement, the Parties (a) have intended that the mutual promises,
covenants and obligations set forth herein constitute a contemporaneous exchange
for new value given to Olsten, within the meaning of 11 U.S.C. ss. 547 (c) (1) ,
and (b) have concluded that these mutual promises, covenants and obligations do,
in fact, constitute such a contemporaneous exchange.
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16. In the event Olsten Corporation commences, or a third party
commences, within 91 days of any payment made under this Agreement, any case,
proceeding, or other action (a) under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have any order for
relief of Olsten Corporation's debts, or seeking to adjudicate Olsten
Corporation as bankrupt or insolvent, or (b) seeking appointment of a receiver,
trustee, custodian or other similar official for Olsten Corporation or for all
or any substantial part of Olsten Corporation's assets, Olsten Corporation
agrees as follows:
(a) The Settlement Amount set forth in this Agreement represents a
compromise figure predicated on the financial state of Olsten Corporation at the
time of this Agreement. In the event that Olsten Corporation institutes a
proceeding or other action described in this Paragraph 16, this Settlement
Amount does not constitute a waiver by the United States of its right to seek
the full amount of single damages it deems to be due and owing, which the United
States contends totals at least $189,000,000, plus penalties.
(b) Olsten's obligations under this Agreement may not be avoided
pursuant to 11 U.S.C. Section 547, and Olsten will not argue or otherwise take
the position in any such case, proceeding or action that: (i) Olsten's
obligations under this Agreement may be avoided under 11 U.S.C. Section 547;
(ii) Olsten was insolvent at the time this Agreement was entered into, or became
insolvent as a result of the payment made to the United States hereunder; or
(iii) the mutual promises, covenants and obligations set forth in this Agreement
do not constitute a contemporaneous exchange for new value given to Olsten.
(c) In the event that Olsten's obligations hereunder are avoided for
any reason, including, but not limited to, through the exercise of a trustee's
avoidance powers under the Bankruptcy Code, the United States, at its sole
option, may rescind the releases in this Agreement, and bring any civil and/or
administrative claim, action or proceeding against Olsten for the claims that
would otherwise be covered by the releases provided herein. If the United States
chooses to do so, Olsten agrees that (i) any such claims, actions or proceedings
brought by the United States (including any proceedings to exclude Olsten from
participation in Medicare, Medicaid, or other federal health care programs) are
not subject to an "automatic stay" pursuant to 11 U.S.C. ss. 362(a) as a result
of the action, case or proceeding described in the first clause of this
Paragraph, and that Olsten will not argue or otherwise contend that the United
States' claims, actions or proceedings are subject to an automatic stay; (ii)
Olsten 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
United States within one hundred eighty (180) calendar days of written
notification to Olsten that the releases herein have been rescinded pursuant to
this Paragraph, except to the extent such defenses were available on April 4,
1997, the date the Qui Tam Action was filed under seal; and (iii) the United
States may pursue its claim, inter alia, in the cases, actions or proceedings
referenced in the first clause of this Paragraph, as well as in any other case,
action, or proceeding.
(d) Olsten acknowledges that its agreements in this Paragraph are
provided in exchange for valuable consideration provided in this Agreement.
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17. In consideration of the mutual promises and obligations of this
Agreement, Relator hereby releases and discharges Olsten and its subsidiaries
and affiliated corporate entities, and their respective past and present
officers, directors, employees, principals, partners, agents and counsel, and
their respective heirs, executors, administrators, predecessors, successors and
assigns (collectively, the "Olsten Releasees"), from all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, in law, admiralty or equity, whether known or unknown, which
Relator and/or his heirs, executors, administrators, successors, and assigns
ever had, now have or hereafter can, shall or may have against the Olsten
Releasees for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the date of this Agreement, including but not
limited to, any claims asserted or which could have been asserted in connection
with Relator's Qui Tam Action.
18. Notwithstanding the provisions of Paragraph 17 of Section III,
above, it is agreed that neither Relator nor his counsel is releasing any entity
or individual determined by the United States or any court or other governmental
entity, in their respective sole discretions, to be jointly and severally liable
with Olsten or its related entities for the Covered Conduct, including but not
limited to Columbia/HCA Healthcare Corporation, its subsidiaries, affiliates,
predecessors, successors, employees, agents, and any and all related entities
and individuals. It is the express intent of the parties to this Agreement to
release Olsten and its related entities but not any other party who may be
jointly and severally liable with Olsten or its related entities.
19. Relator's counsel, by signing this Agreement, hereby waives any
and all claims he may have against Olsten for professional fees arising out of
his representation of the Relator in the Qui Tam Action.
20. Olsten, on its own behalf and on behalf of its agents, attorneys,
predecessors, successors, and assigns releases Relator and his attorneys from
any and all claims, or causes of action whether known or unknown as of the date
of this Agreement.
21. Relator's Release shall be effective upon receipt by the United
States of the Settlement Amount under this Agreement.
22. Relator agrees that this settlement between the United States and
Olsten in connection with the Qui Tam Action is fair, adequate, and reasonable
pursuant to 31 U.S.C. ss. 3730(c)(2)(B) and that he will not contest the
settlement.
23. Pursuant to 31 U.S.C. ss. 3730, the United States will pay Relator
a share of the Settlement Amount attributable to the conduct set forth in the
Qui Tam Action, in the amount of $9,820,800.00 (Nine Million, Eight Hundred and
Twenty Thousand and Eight Hundred dollars) within a reasonable time after the
United States' receipt of full payment from Defendants. The United States shall
not be obligated to pay Relator unless and until the United States receives full
payment of the settlement amount from Olsten.
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24. In exchange for the United States' promise to pay Relator the
above-noted share of the Settlement Amount, Relator agrees to relinquish any and
all claims he might bring against the United States arising out of or relating
to the Qui Tam Action, including any claim under 31 U.S.C. ss. 3730(c) and (d),
except as may relate to defendants in the Qui Tam Action who are not released by
this Agreement.
25. Each party to this Agreement will bear its own legal and other
costs incurred in connection with this matter, including the preparation and
performance of this Agreement.
26. Olsten represents that it is entering into this Agreement freely
and voluntarily.
27. This Agreement is governed by the laws of the United States. The
Parties agree that the exclusive jurisdiction and venue for any dispute arising
between and among the Parties to this Agreement will be the United States
District Court for the Northern District of Georgia except that jurisdiction and
venue for any dispute arising among the Parties to this Agreement relating to
the Eastern District of New York investigation shall be in the United States
District Court for the Eastern District of New York. Disputes arising under the
Corporate Integrity Agreement shall be resolved exclusively under the dispute
resolution provisions of the Corporate Integrity Agreement.
28. This Agreement and the Corporate Integrity Agreement that is
incorporated herein by reference constitute the complete agreement between the
Parties. This Agreement may not be amended except by signed written consent of
the Parties, except that only Olsten and OIG-HHS need to agree in a signed
writing to any modification of the Corporate Integrity Agreement.
29. This Agreement is specifically conditioned on the acceptance by
the United States District Court for the Southern District of Florida, the
United States District Court for the Middle District of Florida, and United
States District Court for the Northern District of Georgia of Kimberly's pleas
of guilty and the imposition of the sentence referenced in Paragraph G of
Section II above on the terms agreed upon by the Parties.
30. The individual signing this Agreement on behalf of Olsten
represents and warrants that he has been authorized by Olsten's Board of
Directors to execute this Agreement. The United States signatories represent
that they are signing this Agreement in their official capacities and that they
are authorized to execute this Agreement.
31. This Agreement may be executed in counterparts and/or facsimile
form with the same effect as if the parties had executed a single original
Settlement Agreement. Facsimile signatures shall have the same effect as
original signatures in binding the parties hereto.
32. This Agreement is binding on the successors, transferees and
assigns of the Parties.
33. This Agreement is effective on the date of signature of the last
signatory to the Agreement.
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THE UNITED STATES OF AMERICA
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DATED: July 16, 1999 BY:/s/ Michael F. Hertz
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Michael F. Hertz
Director
Commercial Litigation Branch
Civil Division
United States Department
of Justice
DATED: BY:/s/ Loretta E. Lynch
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Loretta E. Lynch
United States Attorney
Eastern District of New York
DATED: July 19 1999 BY:/s/ Richard H. Deane, Jr.
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Richard H. Deane, Jr.
United States Attorney
Northern District of Georgia
DATED: July 16 1999 BY:/s/ Lewis Morris
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LEWIS MORRIS
Assistant Inspector General
Office of Counsel to the
Inspector General
Office of Inspector General
United States Department of
Health and Human Services
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Olsten and Kimberly Quality Care
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DATED: July 19 1999 BY:/s/ William Costantini
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William Costantini
Executive Vice President and
General Counsel
Olsten Corporation
DATED: July 19 1999 BY:/s/ Stuart Gerson, Esquire
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Stuart Gerson, Esquire
Epstein, Becker & Green
1227 25th Street, N.W.
Washington, D.C. 20037
DATED: July 19 1999 BY:/s/ Mark H. Tuohey III, Esquire
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Mark H. Tuohey III, Esquire
Vinson & Elkins
1455 Pennsylvania Ave., N.W.
Washington, D.C. 20004-1008
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RELATOR
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DATED: July 15 1999 /s/ Donald McLendon, Relator
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Donald McLendon, Relator
DATED: July 15 1999 /s/ Marlan B. Wilbanks, Esquire
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Marlan B. Wilbanks, Esquire
Harmon, Smith, Bridges & Wilbanks, LLP
1795 Peachtree Road
Suite 350
Atlanta, Georgia 30309-2339