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EXHIBIT 10.5
AGREEMENT TO PROVIDE MEDICAL AND MENTAL HEALTH
SERVICES
BETWEEN
CAREER SYSTEMS DEVELOPMENT CORPORATION
AND
MHM CORRECTIONAL SERVICES, INC.
THIS AGREEMENT is entered into the 1st day of February 2000, by and between MHM
CORRECTIONAL SERVICES, INC. duly authorized by law and transact business in the
State of Florida (hereinafter referred to as "MHM"), and CAREER SYSTEMS
DEVELOPMENT CORPORATION, (hereinafter referred to as "CSD").
WHEREAS, CSD, is under contract with the Florida Department of Juvenile Justice
to operate the Marion Youth Development Center (hereinafter referred to as
"MYDC") in Ocala, Florida, and CSD desires to engage MHM to provide certain
services as more fully described below, and MHM desires to provide such services
in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual promises and
agreements hereinafter set forth, the parties hereby agree as follows:
1. Scope of Services: MHM shall utilize its best efforts to provide the
medical and mental health services and professionals on-site to the CSD
facility located in Ocala, Florida as described in MHM's proposal
letter dated January 25, 2000, (revised 1/31/00) and included herein as
Exhibit A.
2. Independent Contractor: In the performance of the Services, and for all
tax, liability, and insurance purposes, MHM shall at all times be an
independent contractor and not an agent, representative, or
employee of CSD, or the Florida Department of Juvenile Justice.
3. Compensation: CSD agrees to pay MHM for services rendered according to
the rate structure described in Exhibit A. MHM will provide to CSD an
invoice, in approved form, before the 15th of each month for
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services rendered during the previous month: The invoice will include
MHM employees/subcontractors names, titles, actual hours worked, direct
rate per hour, fringe benefits rate per hour (if applicable),
management fee, and total amount due. According to Exhibit A, it is
anticipated that only the nurses are employees of MHM and are paid
fringe benefits by MHM. CSD shall endeavor to pay approved invoices
within 30 days of receipt.
4. Term of Agreement: This agreement shall be effective as of the date set
forth above and shall be coterminous (02/01/00-01/31/03) with the MYDC
agreement between CSD and the Florida Department of Juvenile Justice.
Either party shall have the right to terminate this Agreement at any
time for its convenience, with thirty (30) days' prior written notice
to the other party.
5. Screening: MHM acknowledges and agrees that MHM, including employees
subcontractors of MHM, shall be subject to customary background
investigations and while on the premises of any CSD facility,
MHM and MHM's personnel shall be subject to, and agree to comply with,
rules pertaining or related to safety and security, including spoken
directives of CSD's facility staff.
6. Licenses, Certifications, and Insurance: MHM agrees to maintain for the
duration of this Agreement all licenses certifications and permits
applicable to services delivered. MHM further agrees to maintain
insurance during the term of this Agreement in amounts and of types
reasonably protective of the respective interest of the parties, and in
any event, in amounts and of types as follows:
a) Workers' compensation insurance in amounts established by
State law;
b) Comprehensive general liability insurance on an occurrence
basis, broad form, in the amount of $1,000,000.00 per
occurrence, $3,000,000.00 aggregate;
C) Professional liability insurance in the amount of
$1,000,000.00 per occurrence, $1,000,000.00 aggregate
MHM will provide a Certificate of Insurance to CSD as proof that the
above listed coverages are in place for MHM employees and
subcontractors.
7. Idemnifications: MHM agrees that it will indemnify and hold harmless
CSD and all of CSD's officers, agents, employees, or subcontractors
from any claim, loss, damage, cost, charge, or expense arising out of
or in connection with any act, action, neglect, or omission by MHM or
any of its agents, members, representatives, employees, or
subcontractors in connection with the performance of this Agreement,
whether direct or
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indirect. CSD shall have no responsibility or liability resulting from
any criminal or intentional acts or omissions of MHM or any of its
agents, members, representatives, employees, or subcontractors.
CSD agrees that it will indemnify and hold harmless MHM and all of
MHM's officers, agents, employees, or subcontractors from any claim,
loss, damage, cost, charge or expense arising out of or in connection
with any act, action, neglect, or omission by CSD or any of its agents,
members, representatives, employees, or subcontractors in connection
with the performance of this Agreement, whether direct or indirect. MHM
shall have no responsibility or liability resulting from any criminal
or intentional acts or omissions of CSD or any of its agents, members,
representatives, employees or subcontractors.
8. Governing Law: This Agreement is governed by laws of the State of
Florida and any disputes that arise herefrom shall be determined
exclusively within the Florida courts.
9. Confidential Information: Both CSD and MHM agree not to disclose or in
any way use, or allow any other person to disclose or use, confidential
information of or concerning other party without the other party's
express written consent. Confidential information includes, but is not
limited to, cost and pricing data, financial data, methods of
operation, and policies and procedures.
10. QA Performance Standards: MHM will be responsible for ensuring
compliance with DJJ standards at MYDC.
11. DJJ Approval: Following execution by both parties, this Agreement is
subject to review and approval by the Florida Department of Juvenile
Justice.
IN WITNESS WHEREOF, the parties have caused the authorized representative of
each to execute this Agreement on the day and year first above written.
MHM CORRECTIONAL CAREER SYSTEMS
SERVICES, INC: DEVELOPMENT CORPORATION:
Signed: /s/ ROBERT W. MAY Signed: /s/ CHARLES W. GRUNDMAN
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Name: Robert W. May Name: Charles W. Grundman
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Title: V-P, Development Title: President
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Date: 2/2/00 Date: 2/1/00
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