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EXHIBIT 10.6
AGREEMENT FOR PROFESSIONAL SERVICES
AGREEMENT made this 19th day of June, 2000, between NaphCare, Inc., an
Alabama corporation qualified to do business in the State of Mississippi,
hereinafter referred to as "NaphCare", and MHM Correctional Services, Inc,
a mental health practice group which has members who are duly licensed in the
State of Mississippi hereinafter referred to as "Mental Health Group".
RECITALS
NaphCare is engaged in the business of providing healthcare to
inmate patients incorrectional facilities and has its principal place of
business at Birmingham, Alabama.
NaphCare has agreed to provide such services to the Xxxxxxxx County
Jail in Gulfport, Mississippi, and desires to engage the services of Mental
Health Group to assist in such project and to render services on the terms and
conditions provided in this agreement.
Mental Health Group includes medical doctors, duly licensed to practice
in the State of Mississippi and either Board eligible or Board Certified in
Psychiatry, and other mental health practitioners, appropriately credentialed,
who desire to render mental health services for NaphCare as provided herein.
THEREFORE, NaphCare engages the services of Mental Health Group and in
consideration of the mutual promises contained in this agreement, the parties
agree as follows:
TERM
This agreement shall be effective commencing on July 1, 2000, and shall continue
in effect until completion of the agreement between NaphCare and the Xxxxxxxx
County Commission of Mississippi or until it has been terminated by either
party by giving 30 days prior written notice to the other party at the address
stated above or at another address chosen subsequent to execution of this
agreement and duly communicated to the party giving notice.
SERVICES
Mental Health Group will provide to NaphCare the following services:
1. Psychiatry. Mental Health Group shall provide for a
Mississippi licensed physician, board certified or board
eligible in psychiatry, to provide on-site services to
referred inmates 2 hours per week.
The psychiatrist will provide general psychiatric
services, including: psychiatric examination and diagnostic
review, intake screenings, prescription and management of
psychoactive medications, and crisis intervention.
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2. Counseling. Mental Health Group shall provide a full-time(40
hours per week) Masters level counselor to provide on-site
counseling and case management services to detainees. Services
shall include: assessment, individual and group counseling,
family and community liaison, treatment planning, discharge
planning, education, and case management.
3. Substance Abuse Counseling. Mental Health Group shall provide
a part-time(24 hours per week) substance abuse counselor to
provide on-site substance abuse counseling and education
services to detainees identified with significant addition and
substance abuse related problems. The substance abuse
counselor shall also perform community liaison services to
link detainees with community based treatment resources.
4. Quality Assurance. Mental Health Group staff shall participate
in any facility based Quality Assurance initiatives as
required. Additionally, Mental Health Group shall provide a
program of Continuous Quality Improvement designed to measure
the quality and effectiveness of services rendered by Mental
Health Group professionals without interfering with the
day-to-day operations of the facility.
5. Compliance. Mental Health Group will conduct routine
compliance audits to ensure that mental health services are
delivered consistent with the requirements of the facility,
the recognized community standard of care, and within the
scope of the NaphCare services agreement with Xxxxxxxx
County.
6. Treatment Plans. Mental Health Group shall ensure that an
individualized written treatment plan is developed for each
inmate patient requiring treatment. The treatment plan shall
include a written statement, which specifies the particular
course of therapy. It shall be individualized and based on the
inmate patient's needs for short and long term therapeutic
goals and the methods by which the goals shall be pursued.
Mental Health Group will not retain any individuals whose credentials or
performance to the facility, are deemed unsatisfactory by NaphCare.
FACILITIES, SUPPLIES, AND EQUIPMENT
NaphCare shall provide for the facilities, supplies, and equipment that may be
required to perform the services under the agreement and the nature and extent
of the facilities, supplies, or equipment.
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FEE
For services to be rendered under this agreement, the Mental Health Group shall
be entitled to the following fees:
Psychiatry: $100 per hour, not to exceed two hours per week unless authorized
by NaphCare.
Counseling: $23.75 per worked hour, not to exceed $4,117 per month or $49,400
per year.
Substance Abuse Counseling: $15 per worked hour, not to exceed 24 worked hours
per week unless authorized by NaphCare.
Mental Health Group will submit an invoice in approved form on a monthly basis,
by the fifteenth of each new month, for billable services rendered. Payment is
expected within thirty days of receipt of invoice. The fee for any such
additional services shall be negotiated and paid separately.
DEVOTION OF TIME
Mental Health Group shall devote such time to the performance of the duties
under this agreement as is reasonably necessary for a satisfactory performance.
Should NaphCare require additional services not included in this agreement,
Mental Health Group shall make a reasonable effort to perform the additional
services without decreasing the effectiveness of the performance of the duties
required by this contract.
INSURANCE
Mental Health Group shall be an independent contractor and not an employee of
NaphCare under this agreement and shall maintain a policy of liability insurance
in the minimum amount of $1,000,000/$3,000,000 to cover any claims arising out
of the performance of the services under this agreement and shall further
indemnify, save harmless, and defend NaphCare from any claims arising from any
act or omission of the Mental Health Group or the Mental Health Group' agents.
Mental Health Group shall provide NaphCare with a copy of said liability
insurance policy.
ENTIRE AGREEMENT
This agreement supersedes any and all other agreements, either oral or in
writing, between the parties to this agreement with respect to its subject
matter, and no other agreement, statement, or promise relating to the subject
matter of this agreement that is not contained in it shall be valid or binding.
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ASSIGNMENT
Neither this agreement nor any duties or obligations under this agreement shall
be assignable by the Physician without the prior written consent of NaphCare.
In the event of an assignment by the Physician to which NaphCare has consented,
the assignee or the assignee's legal representative shall agree in writing with
NaphCare to personally assume, perform, and be bound by the covenants,
obligations, and agreements contained in this contract.
SUCCESSORS AND ASSIGNS
Subject to the provision regarding assignment, this agreement shall be binding
on the heirs, executors, administrators, legal representatives, successors, and
assigns of the respective parties.
ATTORNEY'S FEES
If any action at law or in equity is brought to enforce or interpret the
provisions of this agreement, the prevailing party shall be entitled to
reasonable attorney's fees in addition to any other relief that may be
available.
GOVERNING LAW
The validity of this agreement and of any of its terms or provisions, as well as
the rights and duties of the parties to this agreement, shall be governed by the
laws of the State of Alabama.
AMENDMENT
This agreement may be amended by the mutual agreement of the contracting
parties in a writing to be attached to and incorporated into this agreement.
LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, this
invalidity, illegality, or unenforceability shall not affect any other
provision of this agreement and this agreement shall be construed as if the
invalid, illegal, or unenforceable provision had never been contained in it.
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Executed at Atlanta, Georgia and Birmingham, Alabama on the day and year
first written above.
NAPHCARE, INC.
By: /S/ XXXXX X. XXXXXX
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Xxxxx X. XxXxxx, Chief Executive Officer
000 00xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
MHM CORRECTIONAL SERVICES, INC.
By: [SIG]
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Its: REGIONAL VICE PRESIDENT
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00 Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
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