HEALTH SERVICES AGREEMENT

THIS AGREEMENT between the County of Hampton (hereinafter referred to
collectively as "County"), and Southern Health Partners, Inc., a Delaware corporation,
(hereinafter referred to as "SHP"), is entered into as of the ___ day of _ _ __
2008. Services under this Agreement shall commence on November 1, 2008, and shall
continue through October 31, 2009, in accordance with Section 6.1.
WITNESS ETH:
WHEREAS, the County is charged by law with the responsibility for obtaining
and providing reasonably necessary medical care for inmates or detainees of the
Hampton County Detention Center facilities (hereinafter called "Jail") and,

WHEREAS, the County desires to provide for health care to inmates in
accordance with applicable law; and,
WHEREAS, County, which provides funding as approved by the Hampton
County Council for the Jail, desire to enter into this Agreement with SHP to promote this
objective; and,
WHEREAS, SHP is in the business of providing correctional health care services
under contract and desires to provide such services for County under the express terms
and conditions hereof.
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter made, the sufficiency of which is acknowledged, the parties hereto agree as
follows:
ARTICLE I: HEALTH CARE SERVICES.
1.1
General Engagement. County hereby contracts with SHP to provide for
the delivery of all medical, dental and mental health services to inmates of Jail. This
care is to be delivered to individuals under the custody and control of the Jail, and SHP
enters into this Agreement according to the terms and provisions hereof.

1.2
Scope of General Services. The responsibility of SHP for medical care of
an inmate commences with the booking and physical placement of said inmate into the
Jail. SHP shall provide health care services for all persons committed to the custody of
the Jail, except those identified in Section 1.7. SHP shall arrange and/or provide on a
regular basis all professional medical, dental, mental health and related health care and
administrative services for the inmates, regularly scheduled sick call, nursing care,
regular physician care, hospitalization, medical specialty services, emergency medical
care, emergency ambulance services when medically necessary, medical records
management, pharmacy services management, administrative support services, and
other services, all as more specifically described herein.

SHP's financial responsibility for the costs of prescription medications, x-ray
procedures and for medical, dental and mental health services rendered outside the Jail
will be limited by an annual, cost pool described in Section 1.5 of this Agreement.
Costs of prescriptions, x-ray procedures and for medical, dental and mental health
services rendered outside the Jail in excess of the annual, cost pool limit shall be the
financial responsibility of the County.
1.3
Specialty Services. In addition to providing the general services described
above, SHP by and through its licensed health care providers shall arrange and/or
provide to inmates at the Jail specialty medical services including, but not limited to,
radiology services and laboratory services to the extent such are determined to be
medically necessary by SHP. In the event non-emergency specialty care is required
and cannot be rendered at the Jail, SHP shall make arrangements with County for the
transportation of the inmates in accordance with Section 1.9 of this Agreement.
1.4
Emergency Services. SHP shall provide and/or arrange for emergency
medical care, as medically necessary, to inmates through arrangements to be made by
SHP.
1.5
Limitations On Costs - Cost Pool. SHP shall, at its own cost, arrange for
medical services for any inmate who, in the opinion of the Medical Director (hereinafter
meaning a licensed SHP physician), requires such care. SHP's maximum liability for
costs associated with the medical, dental and mental health services for inmates
rendered outside of the Jail, and for prescription pharmaceuticals and x-ray procedures
will be limited by a pool established in the amount of $20,000.00 in the aggregate for all
inmates in each year of this contract. If the cost of all care as described in this Section
1.5 exceeds the amount of $20,000.00 in any year (defined as a 12 month contract
period,) then SHP will either pay for the additional services and submit invoices
supporting the payments to the County along with an SHP invoice for one hundred
percent (100%) of the excess cost, or in the alternative, will refer all additional qualifying
invoices to County for payment directly to the provider of care. For all invoices payable
to SHP as reimbursement for pool excess cost, such amounts shall be payable by
County within 30 days of the SHP invoice date. For purposes of this Section 1.5, the
pool amount will be prorated for any contract period of less than 12 months.
The intent of this Section 1.5 is to define SHP's maximum financial liability and
limitation of costs for prescription pharmaceuticals, x-ray procedures, hospitalization,
and all other medical, dental and mental health services rendered outside of the Jail.
1.6
Injuries Incurred Prior to Incarceration: Pregnancy. SHP will not be
financially responsible for the cost of any medical treatment or health care services
provided to any inmate prior to the inmate's formal booking and commitment into the
Jail.
Furthermore, SHP is not financially responsible for the cost of services outside
the jail for any medical treatment or health care services provided to medically stabilize
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any inmate presented at booking with a life threatening injury or illness or in immediate
need of emergency medical care.
Once an inmate has been medically stabilized and committed to the Jail, SHP
will, commencing at that point, then become financially responsible for the cost of all
medical treatment for health care services regardless of the nature of the illness or
injury or whether or not the illness or injury occurred prior or subsequent to the
individual's incarceration at the Jail. An inmate shall be considered medically stabilized
when the patient's medical condition no longer requires immediate emergency medical
care or outside hospitalization so that the inmate can reasonably be housed inside the
Jail.
It is expressly understood that SHP shall not be responsible for medical costs
associated with the medical care of any infants born to inmates. SHP shall provide
health care services to inmates up to, through, and after the birth process, but health
care services provided to an infant following birth, other than those services that may be
delivered in the jail prior to transport to a hospital, will not be the financial responsibility
of SHP. In any event, SHP shall not be responsible for the costs associated with
performing or furnishing of abortions of any kind.
1.7
Inmates Outside the Facilities. The health care services contracted in the
Agreement are intended only for those inmates in the actual physical custody of the
Jail. This does include inmates who are under guard in outside hospitals. Such
inmates are to be included in the daily population count. No other person(s), including
those who are in any outside hospital who are not under guard, shall be the financial
responsibility of SHP, nor shall such person(s) be included in the daily population count.
Inmates, for example, on any sort of temporary release or escape, including, but
not limited to inmates temporarily released for the purpose of attending funerals or
other family emergencies, inmates on escape status, inmates on pass, parole or
supervised custody who do not sleep in the Jail at night, shall not be included in the
daily population count, and shall not be the responsibility of SHP with respect to the
payment or the furnishing of their health care services.
The cost of medical services provided to inmates who become ill or are injured
while on such temporary release or work-release will not then become the financial
responsibility of SHP after their return to the Jail. This relates solely to the costs
relating to the particular illness or injury incurred while on such temporary release.
Persons in the physical custody of other police or other penal jurisdictions at the
request of County are likewise excluded from the population count and are not the
responsibility of SHP for the furnishing or payment of health care services.

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1.8
Elective Medical Care. SHP is not responsible for providing elective
medical care to inmates, unless expressly contracted for by the County. For purposes
of the Agreement, "elective medical care" means medical care which, if not provided,
would not, in the opinion of SHP's Medical Director, cause the inmate's health to
deteriorate or cause definite harm to the inmate's well-being. Any referral of inmates for
elective medical care must be reviewed by County prior to provision of such services.
1.9
Transportation Services. To the extent any inmate requires off-site nonemergency health care treatment including, but not limited to, hospitalization care and
specialty services, for which care and services SHP is obligated to arrange under this
Agreement, County will, upon prior request by SHP, its agents, employees or
contractors, provide transportation as reasonably available provided that such
transportation is scheduled in advance. When medically necessary, SHP shall arrange
all emergency ambulance transportation of inmates in accordance with Section 1.4 of
this Agreement.
ARTICLE II: PERSONNEL.
2.1
Staffing. SHP shall provide medical and support personnel reasonably
necessary for the rendering of health care services to inmates at the Jail as described
in and required by this Agreement.

2.2
Licensure. Certification and Registration of Personnel. All personnel
provided or made available by SHP to render services hereunder shall be licensed,
certified or registered, as appropriate, in their respective areas of expertise as required
by applicable South Carolina law.
2.3
County's Satisfaction with Health Care Personnel. If County becomes
dissatisfied with any health care personnel provided by SHP hereunder, or by any
independent contractor, subcontractors or assignee, SHP, in recognition of the sensitive
nature of correctional services, shall, following receipt of written notice from County of
the grounds for such dissatisfaction and in consideration of the reasons therefor,
exercise its best efforts to resolve the problem. If the problem is not resolved
satisfactorily to County, SHP shall remove or shall cause any independent contractor,
subcontractor, or assignee to remove the individual about whom County has expressed
dissatisfaction. Should removal of an individual become necessary, SHP will be
allowed reasonable time, prior to removal, to find an acceptable replacement, without
penalty or any prejudice to the interests of SHP.
2.4
Use of Inmates in the Provision of Health Care Services. Inmates shall
not be employed or otherwise engaged by either SHP or County in the direct rendering
of any health care services.

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2.5
Subcontracting and Delegation. In order to discharge its obligations
hereunder, SHP will engage certain qualified and properly licensed health care
professionals as independent contractors rather than as employees. County consents
to such subcontracting or delegation. As the relationship between SHP and these
health care professionals will be that of independent contractor, SHP will not be
considered or deemed to be engaged in the practice of medicine or other professions
practiced by these professionals. SHP will not exercise control over the manner or
means by which these independent contractors perform their professional medical
duties.
However, SHP shall exercise administrative supervision over such
professionals necessary to insure the strict fulfillment of the obligations contained in this
Agreement. For each agent and subcontractor, including all medical professionals,
physicians, dentists and nurses performing duties as agents or independent contractors
of SHP under this Agreement, SHP shall provide County proof, if requested, that there
is in effect a professional liability or medical malpractice insurance policy, as the case
may be, in an amount of at least one million dollars ($1,000,000) coverage per
occurrence and five million dollars ($5,000,000) aggregate.
2.6
Discrimination. During the performance of this Agreement, SHP, its
employees, agents, subcontractors, and assignees agree as follows:
a. None will discriminate against any employee or applicant for
employment because of race, religion, color, sex or national origin,
except where religion, sex or national origin is a bona fide occupational
qualification reasonably necessary to the normal operation of the
contractor.
b. In all solicitations or advertisements for employees, each will state that
it is an equal opportunity employer.
c. Notices, advertisements and solicitations placed in accordance with
federal law, rule or regulation shall be deemed sufficient for the
purpose of meeting the requirements of this section.
ARTICLE Ill REPORTS AND RECORDS

3.1
Medical Records. SHP shall cause and require to be maintained
complete and accurate medical records for each inmate who has received health care
services. Each medical record will be maintained in accordance with applicable laws
and County's policies and procedures. The medical records shall be kept separate
from the inmate's confinement record. A complete legible copy of the applicable
medical record shall be available, at all times, to County as custodian of the person of
the patient. Medical records shall be kept confidential. Subject to applicable law
regarding confidentiality of such records, SHP shall comply with South Carolina law and
County's policy with regard to access by inmates and Jail staff to medical records. No
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information contained in the medical records shall be released by SHP except as
provided by County's policy, by a court order, or otherwise in accordance with
applicable state and federal law. SHP shall, at its own cost, provide all medical records,
forms, jackets, and other materials necessary to maintain the medical records. At the
termination of this Agreement, all medical records shall be delivered to and remain with
County. However, County shall provide SHP with reasonable ongoing access to all
medical records even after the termination of this Agreement for the purposes of
defending litigation.
3.2
Regular Reports by SHP to County. SHP shall provide to County, on a
date and in a form mutually acceptable to SHP and County, reports relating to services
rendered under this Agreement.
3.3
Inmate Information. Subject to the applicable South Carolina law, in order
to assist SHP in providing the best possible health care services to inmates, County will
provide SHP with information pertaining to inmates that SHP and County mutually
identify as reasonable and necessary for SHP to adequately perform its obligations
hereunder.
3.4
SHP Records Available to County with Limitations on Disclosure. SHP
shall make available to County, at County's request, records, documents and other
papers relating to the direct delivery of health care services to inmates hereunder.
County understands that written operating policies and procedures employed by SHP in
the performance of its obligations hereunder are proprietary in nature and will remain
the property of SHP and shall not be disclosed without written consent. Information
concerning such may not, at any time, be used, distributed, copied or otherwise utilized
by County, except in connection with the delivery of health care services hereunder, or
as permitted or required by law, unless such disclosure is approved in advance writing
by SHP. Proprietary information developed by SHP shall remain the property of SHP.
3.5
County Records Available to SHP with Limitations on Disclosure. During
the term of this Agreement and for a reasonable time thereafter, County will provide
SHP, at SHP's request, County's records relating to the provision of health care
services to inmates as may be reasonably requested by SHP or as are pertinent to the
investigation or defense of any claim related to SHP's conduct. Consistent with
applicable law, County will make available to SHP such inmate medical records as are
maintained by County, hospitals and other outside health care providers involved in the
care or treatment of inmates (to the extent County has any control over those records)
as SHP may reasonably request. Any such information provided by County to SHP that
County considers confidential shall be kept confidential by SHP and shall not, except as
may be required by law, be distributed to any third party without the prior written
approval of County.

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ARTICLE IV: SECURITY
4.1
General. SHP and County understand that adequate security services
are essential and necessary for the safety of the agents, employees and subcontractors
of SHP as well as for the security of inmates and County's staff, consistent with the
correctional setting. County will take all reasonable steps to provide sufficient security
to enable SHP to safely and adequately provide the health care services described in
this Agreement. It is expressly understood by County and SHP that the provision of
security and safety for the SHP personnel is a continuing precondition of SHP's
obligation to provide its services in a routine, timely, and proper fashion.

4.2
Loss of Equipment and Supplies. County shall not be liable for loss of or
damage to equipment and supplies of SHP, its agents, employees or subcontractors
unless such loss or damage was caused by the negligence of County or its employees.
4.3
Security During Transportation Off-Site. County will provide prompt and
timely security as medically necessary and appropriate in connection with the
transportation of any inmate between the Jail and any other location for off-site services
as contemplated herein.
ARTICLE V: OFFICE SPACE, EQUIPMENT, INVENTORY AND SUPPLIES
5.1
General. County agrees to provide SHP with reasonable and adequate
office and medical space, facilities, equipment, access to local telephone service, and
utilities and County will provide necessary maintenance and housekeeping of the office
space and facilities.

5.2
Delivery of Possession. County will provide to SHP, beginning on the
date of commencement of this Agreement, possession and control of all County
medical and office equipment and supplies in place at the Jail's health care unit. At the
termination of this or any subsequent Agreement, SHP will return to County's
possession and control all supplies, medical and office equipment, in working order,
reasonable wear and tear excepted, which were in place at the Jail's health care unit
prior to the commencement of services under this Agreement.
5.3
Maintenance and Replenishment of Equipment.
Except for the
equipment and instruments owned by County at the inception of this Agreement any
equipment or instruments required by SHP during the term of this Agreement shall be
purchased by SHP at its own cost. At the end of this Agreement, or upon termination,
County shall be entitled to purchase SHP's equipment and instruments upon a mutually
agreed depreciation schedule.
5.4
General Maintenance Services. County agrees that it is proper for SHP to
provide each and every inmate receiving health care services the same services and
facilities available to, and/or provided to, other inmates at the Jail.
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ARTICLE VI: TERM AND TERMINATION OF AGREEMENT
6.1
Term. This Agreement shall commence on November 1, 2008. The initial
term of this Agreement shall end on October 31, 2009, and may be extended for
additional one-year terms, if mutually agreeable to both parties.

6.2
Termination. This Agreement may be terminated as otherwise provided in
this Agreement or as follows:
a.

Termination by agreement. In the event that each of the parties
mutually agrees in writing, this Agreement may be terminated on
the terms and date stipulated therein.

b.

Termination by Cancellation. This Agreement may be canceled
without cause by either party upon sixty (60) days prior written
notice in accordance with Section 9.3 of this Agreement.

c.

Annual Appropriations and Funding. This Agreement may be
subject to the annual appropriation of funds by the Hampton
County Council. Notwithstanding any provision herein to the
contrary, in the event that funds are not appropriated for this
Agreement, then County shall be entitled to immediately terminate
this Agreement, without penalty or liability, except the payment of
all contract fees due under this Agreement up to and through the
last day of service.

6.3
Responsibility for Inmate Health Care.
Upon termination of this
Agreement, all responsibility for providing health care services to all inmates, including
inmates receiving health care services at sites outside the Jail, will be transferred from
SHP to County.

ARTICLE VII. COMPENSATION.
7.1
Base Compensation. County will pay to SHP the annualized base price of
$94,800.00 during the initial term of this Agreement effective November 1, 2008,
through October 31, 2009, payable in monthly installments. Monthly installments during
the initial term of this Agreement effective November 1, 2008, through October 31,
2009, will be in the amount of $7,900.00 each. SHP will bill County approximately 30
days prior to the month in which services are to be rendered . County agrees to pay
SHP prior to the tenth day of the month in which services are rendered. In the event
this Agreement should commence or terminate on a date other than the first or last day
of any calendar month, compensation to SHP will be pro-rated accordingly for the
shortened month.

8

7.2
Increases in Inmate Population. County and SHP agree that the annual
base price is calculated based upon an average daily inmate population of up to 86. If
the average daily inmate population exceeds 86 inmates, then the compensation
payable to SHP by County shall be increased by a per diem rate of $1.65 for each
inmate over 86. The average daily inmate resident population shall be calculated by
adding the population or head count totals taken at a consistent time each day and
dividing by the number of counts taken. The excess over an average of 86, if any, will
be multiplied by the per diem rate and by the number of days in the month to arrive at
the increase in compensation payable to SHP for that month. In all cases where
adjustments become necessary, the invoice adjustment will be made on the invoice for
a subsequent month's services. For example, if there is an average population for any
given month of 91 inmates, resulting in an excess of five (5) inmates, then SHP shall
receive additional compensation of five (5) times the per diem rate times the number of
days in that month. The resulting amount will be an addition to the regular base fee and
will be billed on a subsequent monthly invoice.
This per diem is intended to cover additional cost in those instances where
minor, short-term changes in the inmate population result in the higher utilization of
routine supplies and services. However, the per diem is not intended to provide for any
additional fixed costs, such as new fixed staffing positions that might prove necessary if
the inmate population grows significantly and if the population increase is sustained. In
such cases, SHP reserves the right to negotiate for an increase to its staffing
complement and its contract price in order to continue to provide services to the
increased number of inmates and maintain the quality of care. This would be done with
the full knowledge and agreement of the Detention Center Director and other involved
County officials, and following appropriate notification to County.
7.3
Future Years' Compensation. The compensation (i.e., annual base price
and per diem rate as defined in Sections 7.1 and 7.2, respectively) to SHP for any
renewal periods shall be increased at the beginning of each contract year. The amount
of increase for the first renewal period will be 3.5%, effective on November 1, 2009, and
the amount of increase for the second renewal period will be 3.5%, effective on
November 1, 2010. The amount of increase for renewal periods on or after November
1, 2011, will be determined by mutual agreement after discussions between County and
SHP.
7.4
Inmates From Other Jurisdictions. Medical care rendered within the Jail
to inmates from jurisdictions outside Hampton County, and housed in the Jail pursuant
to written contracts between County and such other jurisdictions or the State of South
Carolina, or by statute will be the responsibility of SHP, but as limited by Section 1.7.
Medical care that cannot be rendered within the Jail will be arranged by SHP, but SHP
shall have no financial responsibility for such services to those inmates.

9

7 .5
Responsibility For Work Release Inmates. Notwithstanding any other
provisions of this Agreement to the contrary, both parties agree that County inmates
assigned to Work Release, including work for Hampton County agencies, are
themselves personally responsible for the costs of any medical services performed by
providers other than SHP, when the illness or injury is caused by and results directly or
indirectly from the work being performed, or when such illness or injury is treated while
the inmate is on Work Release. In all cases SHP will assist with the necessary
transportation for Work Release inmates to obtain medical care. Injuries to County
inmates, from whatever cause, assigned to work crews and while performing labor for
County are likewise excluded from SHP's responsibility.
ARTICLE VIII: LIABILITY AND RISK MANAGEMENT.
8.1
Insurance. At all times during this Agreement, SHP shall maintain
professional liability insurance covering SHP for its work at County, its employees and
its officers in the minimum amount of at least one million dollars ($1,000,000) per
occurrence and five million dollars ($5,000,000) in the aggregate. In the event the
coverage changes, SHP will notify County in writing. SHP shall provide a Certificate of
Insurance evidencing the above policy levels and shall name County as an additional
insured.

8.2
Lawsuits Against County. In the event that any lawsuit (whether frivolous
or otherwise) is filed against County, its elected officials, employees and agents based
on or containing any allegations concerning SHP's medical care of inmates and the
performance of SHP's employees, agents, subcontractors or assignees, the parties
agree that SHP, its employees, agents, subcontractors, assignees or independent
contractors, as the case may be, may be joined as parties defendant in any such
lawsuit and shall be responsible for their own defense and any judgments rendered
against them in a court of law.
Nothing herein shall prohibit any of the parties to this Agreement from joining the
remaining parties hereto as defendants in lawsuits filed by third parties.
8.3
Hold Harmless. SHP agrees to indemnify and hold harmless the County,
its agents, servants and employees from and against any and all claims, actions,
lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the
operation and maintenance of the aforesaid program of health care services conducted
by SHP, it being the express understanding of the parties hereto that SHP shall provide
the actual health care services. The County shall promptly notify SHP of any incident,
claim or lawsuit of which the County becomes aware and shall fully cooperate in the
defense of such claim, but SHP shall retain sole control of the defense while the action
is pending, to the extent allowed by law.

10

Hampton County, to the extent provided by applicable law, is responsible for the
negligent acts of its respective deputies, agents, servants and employees.
ARTICLE IX: MISCELLANEOUS.
9.1
Independent Contractor Status. The parties acknowledge that SHP is an
independent contractor engaged to provide medical care to inmates at the Hampton
County Detention Center under the direction of SHP management. Nothing in this
Agreement is intended nor shall be construed to create an agency relationship, an
employer/employee relationship, or a joint venture relationship between the parties.

9.2
Assignment and Subcontracting. SHP shall not assign this Agreement to
any other corporation without the express written consent of County which consent shall
not be unreasonably withheld. Any such assignment or subcontract shall include the
obligations contained in this Agreement. Any assignment or subcontract shall not
relieve SHP of its independent obligation to provide the services and be bound by the
requirements of this Agreement.
9.3
Notice.
Unless otherwise provided herein, all notices or other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered personally in hand or
sent by certified mail, return receipt requested, postage prepaid, and addressed to the
appropriate party(s) at the following address or to any other person at any other
address as may be designated in writing by the parties:

a.

County:

Hampton County Council
201 Jackson Avenue West
Hampton, SC 29924

b.

SHP:

Jeffrey A. Reasons, President
Southern Health Partners, Inc.
6 11 Bmad Street, St:1ite 566 U)3o )-/.,n,,jjh>/1
Chattanooga, TN 31462' .314 Ll
Email: info@southernhealthpartners.com

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Notices shall be effective upon receipt regardless of the form used.
9.4
Governing Law and Disputes. This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed according to, the
laws of the State of South Carolina, except as specifically noted. Disputes between the
Parties shall, first, be formally mediated by a third party or entity agreeable to the
Parties, in which case the Parties shall engage in good faith attempts to resolve any
such dispute with the Mediator before any claim or suit arising out of this Agreement
may be filed in a court of competent jurisdiction.
11

sh.

9.5
Entire Agreement. This Agreement constitutes the entire agreement of
the parties and is intended as a complete and exclusive statement of the promises,
representations, negotiations, discussions and agreements that have been made in
connection with the subject matter hereof. No modifications or amendment to this
Agreement shall be binding upon the parties unless the same is in writing and signed by
the respective parties hereto. All prior negotiations, agreements and understandings
with respect to the subject matter of this Agreement are superseded hereby.
9.6
Amendment. This Agreement may be amended or revised only in writing
and signed by all parties.
9.7
Waiver of Breach. The waiver by either party of a breach or violation of
any provision of this Agreement shall not operate as, or be construed to be, a waiver of
any subsequent breach of the same or other provision hereof.
9.8
Other Contracts and Third-Party Beneficiaries. The parties acknowledge
that SHP is neither bound by nor aware of any other existing contracts to which County
is a party and which relate to the providing of medical care to inmates at the Jail. The
parties agree that they have not entered into this Agreement for the benefit of any third
person or persons, 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.
9.9
Severability. In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not affect the
remainder of the Agreement which shall remain in full force and effect and enforceable
in accordance with its terms.
9.10 Liaison . The Hampton County Detention Center Director or his designee
shall serve as the liaison with SHP.
9.11
Cooperation. On and after the date of this Agreement, each party shall,
at the request of the other, make, execute and deliver or obtain and deliver all
instruments and documents and shall do or cause to be done all such other things
which either party may reasonably require to effectuate the provisions and intentions of
this Agreement.
9.12

Time of Essence. Time is and shall be of the essence of this Agreement.

9.13 Authority. The parties signing this Agreement hereby state that they
have the authority to bind the entity on whose behalf they are signing.

12

9.14 Binding Effect. This Agreement shall be binding upon the parties hereto,
their heirs, administrators, executors, successors and assigns.
9.15 Cumulative Powers. Except as expressly limited by the terms of this
Agreement, all rights, power and privileges conferred hereunder shall be cumulative
and not restrictive of those provided at law and in equity.
IN WITNESS WHEREOF, the parties have executed this Agreement in their
official capacities with legal authority to do so.

ATTEST:

Date:

-----SOUTHERN HEALTH PARTNERS, INC.

President
Date:

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811 BROAD STREET. 5TH FLOOR. CHATTANOOGA. TN 37402 423' 553'5635 FAX 423"553'5645

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October 30, 2008

Mike Meyer1 CPA
Hampton County Finance & Human Resource Director
B.T. Deloach Building
201 Jackson Avenue West
Hampton, SC 29924
Re: Health Services Agreement
Dear Mr. Meyer:
Pursuant to the request of Hampton County's attorney, we have revised Sections 2.5, 3.1 and 8.1,
respectively, of our Health Services Agreement. I am enclosing duplicate, executed originals of the
revised Agreement for execution on behalf of the County.
Please return one fully-executed original of the Agreement to our corporate office at the following
address:
Ms. Jennifer Hairsine
Executive Vice President
Southern Health Partners, Inc.
811 Broad Street, Suite 500
Chattanooga, TN 37402
Do not hesitate to contact either myself or Jeff Reasons should you have any questions or concerns. We
can be reached in our North Carolina regional office at 704-583-9515.
We look forward to working with you and Hampton County.
Sincerely,

e,o.rf

~M.~ARTNERS, INC.

Carmen Hamilton
Contracts Manager
/cph
Enclosures