exv10w25






Exhibit 10.25





          
Intelligent Tax Advice



January 7, 2011




Mr. Danny Carpenter

Acadia Healthcare Company, LLC

2849 Paces Ferry Road

Suite 750

Atlanta, GA 30339





			
	Re:	 	2010 – Federal and State Tax Consulting and Compliance Services 




Dear
Danny:

We appreciate the opportunity to provide tax consulting and compliance services to Acadia
Healthcare Company (“Acadia”) and affiliated entities. On behalf of all members of all of the
members of True Partners Consulting LLC (“True Partners”), I want to assure you that we appreciate
your business and look forward to working closely with you and your colleagues.



This letter, coupled with the attached General Business Terms, will serve as the engagement letter
outlining the scope of services to be rendered, our approach and methodology, the members of the
engagement team, the fee arrangement, and the general terms of the engagement.



Engagement Team



Robert McDonald, Managing Director, will provide the overall direction and supervision of this
engagement. Cheryl Howe, Senior Manager, will oversee the day-to-day management of this engagement
and will be your primary contact.



True Partners recognizes the importance of having a primary contact with the client and
understands that Danny Carpenter will serve as our primary contact on the engagement.
Procedures for day-to-day Acadia contact with the controllers and other employees will be
worked out with you and our client service team.



Professional Fees



True Partners is interested in forging a long-lasting relationship with Acadia. We recognize that
a central part of developing this relationship is dependent upon our ability to price our services
in line with Acadia’s business objectives, thus, creating a win-win scenario.



The fixed fee for the compliance relating to the affiliated entities are listed in Appendix B. Fees
will be billed on a monthly basis as incurred. Payment is due within thirty days of the date of
the invoice. We will work with you to provide the most efficient
means possible to complete the assignment.




225 West Wacker Drive • Suite 1600 • Chicago, IL 60606 • P 312.235.3310
• F 312.235.3360




 









 





Mr. Danny Carpenter

January 7, 2011

Page 2



In the event of a large transaction or other activity which creates a need for us to provide
services beyond the scope of this engagement, we will provide you with an estimate of the fees
prior to
providing services, Consulting services will be provided at our standard hourly rates,
plus out-of-pocket expenses.



Timing



We understand that the certain services have filing deadlines or due dates. We will work with
you in developing a timetable for completing the engagement.




**********



We appreciate this opportunity to provide services to Acadia. If you have any questions regarding
this engagement letter, our approach, or other services that True Partners can provide, please call
me. If the engagement outlined in this letter meets your needs, please sign in the space provided
below and return to me a signed copy in the self-addressed stamped envelope enclosed.



Sincerely,




TRUE PARTNERS CONSULTING LLC




/s/ Robert
J. McDonald

Robert J. McDonald

Managing Director

(312) 924-3219



Attachments



AGREED AND ACCEPTED:



ACADIA HEALTHCARE COMPANY, LLC




	 	 	 	 	 

	By:
	 	/s/ Danny Carpenter	 	 
	 

	 	 

Name Danny Carpenter
	 	 
	 

	 	Date   1/14/11
	 	 
	 

	 	Title   CFO
	 	 






 









 





Mr. Danny Carpenter

January 7, 2011

Page 3




Appendix A




BUSINESS TERMS





	A.	 	Services. It is understood and agreed that True Partners Consulting LLC (“True Partners”)’s
services may include advice and recommendations, but all decisions in connection with the
implementation of such advice and recommendations shall be the responsibility of, and made by,
the Client. In connection with its services hereunder, True Partners shall be entitled to rely
on all decisions and approvals of the Client. (Each of the Client and True Partners is
sometimes referred to in these Business Terms as a “party” and, together, as the “parties.”)
	 
	B.	 	Payment of Invoices. Properly submitted invoices must be paid within thirty (30) days of the
invoice date. Properly submitted invoices upon which payment is not received within thirty
(30) days of the invoice date shall accrue a late charge of the lesser of
(i) l-1/2% per month or (ii) the highest rate allowable by law, in each case
compounded monthly to the extent allowable by law. Without limiting its rights or remedies,
True Partners shall have the right to halt or terminate its services entirely if payment is
not received within thirty (30) days of each invoice date.
	 
	C.	 	Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate
upon the completion of True Partners’ services hereunder. This engagement may be terminated by
either party at any time by giving written notice to the other party not less than thirty (30)
days before the intended effective date of termination. In the event of termination pursuant
to this Paragraph, the Client agrees to compensate True Partners under the terms of the
engagement letter to which these terms are appended (“engagement letter”) for services
performed and expenses incurred through the effective date of termination.
	 
	D.	 	Limitation on Damages; Indemnification.






	 	(i)	 	The Client agrees that True Partners and its related entities, their respective
officers, managing directors, employees, agents, successors assigns, shall not be
liable to the Client for any claims, liabilities, or expenses relating to this
engagement for an aggregate amount in excess of the fees paid
by the Client to True Partners pursuant to this engagement, except to the extent finally judicially
determined to have resulted primarily from the bad faith, gross negligence, or
intentional misconduct of True Partners.
	 
	 	(ii)	 	In no event shall either party or their related entities, their respective
officers, managing directors, employees, agents, successors assigns, be liable for any
consequential, special, indirect, incidental, punitive or  exemplary loss or damage





 









 





Mr. Danny Carpenter

January 7, 2011

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	 	 	 	relating to this engagement. The provisions of this subsection (ii) shall apply to the
fullest extent of the law, whether in contract, statute, tort (such as negligence), or
otherwise.
	 
	 	(iii)	 	True Partners shall have no liability to the Client arising from or
relating to any third party hardware, software, information or materials, recommended,
selected or supplied by the Client or True Partners.
	 
	 	(iv)	 	The Client shall indemnify, defend and hold harmless True Partners and its related
entities, their respective officers, managing directors, employees, agents, successors and
assigns, from all third party claims, liabilities, and expenses relating to this engagement,
except to the extent finally judicially determined to have resulted primarily from the bad
faith, gross negligence, or intentional misconduct of True Partners. The provisions of this
subsection (iv) shall apply to the fullest extent of the law (whether in contract, statute,
tort (such as negligence) or otherwise).
	 
	 	(v)	 	The Client agrees to indemnify, defend and hold harmless True Partners
and its related entities, their respective officers, managing directors, employees,
agents, successors and assigns, from all third-party claims, liabilities, and expenses
relating to this engagement in connection with any third-party claim arising from or
based on any inaccurate information, dates, facts, representations and records provided
by the Client and upon which True Partners could reasonably rely in the performance of
services to the Client.
	 
	 	(vi)	 	In circumstances where all or any portion of the provisions of this
Paragraph D are finally judicially determined to be unavailable, True Partners’
aggregate liability for any claims, liabilities, or expenses relating to this engagement
shall not exceed an amount which is proportional to the relative fault that True
Partners’ conduct bears to all other conduct giving rise to such claims, liabilities, or
expenses.






	E.	 	Waiver of Jury Trial. TRUE PARTNERS AND THE CLIENT
HEREBY IRREVOCABLY WAIVE, TO THE FULLEST BY LAW, ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR
OTHERWISE) RELATING TO THIS ENGAGEMENT.
	 
	F.	 	Limitation on Actions. No action, regardless of form, relating to this engagement, may
be brought by either party more than one year after the cause of action has accrued, except
that an action for nonpayment may be brought by a party not later than one year following the
date of the last payment due to the party bringing such action.






 









 








Mr. Danny Carpenter

January 7, 2011

Page 5





	G.	 	Information and Data. True Partners shall be entitled to assume, without independent
verification, the accuracy of all representations, assumptions, information and data that the
Client and its representatives provide to True Partners. All representations, assumptions,
information and data to be supplied by the Client and its representatives will be complete and
accurate to the best of the Client’s knowledge. True Partners may use information and data
furnished by others; however, True Partners shall not be responsible for, and True Partners
shall provide no assurance regarding, the accuracy of any such information or data. Except as
specifically agreed to, True Partners shall not provide advice regarding the financial
accounting treatment of any transaction implemented from these services and will not assume
any responsibility for any financial reporting with respect to the services provided
hereunder. The Client shall be responsible for all financial information and statements
provided with respect to any services performed hereunder. True Partners shall have no
responsibility to address any legal matters or questions of law, other than tax law. True
Partners will provide no opinion, attestation, or other form of assurance with respect to the
services hereunder or the information upon which any of the services is based.
	 
	H.	 	Third Parties and Internal Use. Except as otherwise agreed, all services in connection
with this engagement shall be solely for the Client’s internal purposes and use, and this
engagement does not create privity between True Partners and any person or party other than
the Client. This engagement is not intended for the express or implied benefit of any third
party. No third party is entitled to rely, in any manner or for any purpose, on the advice,
opinions, reports, or other services of True Partners. The Client further agrees that the
advice, opinions and reports issued by True Partners shall not be distributed to any third
party without the prior written consent of True Partners. True Partners agrees that such
consent will ordinarily be granted provided that the Client makes a specific written request
of True Partners and the third party seeking such materials executes an acknowledgement of
non-reliance and a release acceptable to True Partners. In order to protect True Partners from
any unauthorized reliance or claims, and from breach of the Client’s obligation not to
distribute True Partners’ advice, opinion or reports to any third party without True Partners’
prior written consent, the Client agrees to indemnify and hold harmless True Partners its
related entities, their respective officers, managing directors, employees, agents, successors and assigns, from all claims,
liabilities, costs and expenses relating
to such a breach.
	 
	I.	 	Independent Contractor. It is understood and agreed that each of the parties hereto is an
independent contractor and that neither party is, nor shall be considered to be, an agent, distributor,
partner, fiduciary or representative of the other. Neither party shall act or represent
itself, directly or by implication, in any such capacity in respect of the other or in any
manner assume or create any obligation on behalf of, or in the name of, the other. If the
Internal Revenue  Service should question the independent contractor status





 









 





Mr. Danny Carpenter

January 7, 2011

Page 6





	 	 	of True Partners, both parties shall have the right to participate in any discussions or
negotiations with the Internal Revenue Service to the maximum extent permissible by law,
regardless of with whom such discussions or negotiations are initiated.
	 
	J.	 	Survival and Interpretation. The agreements and undertakings of the Client contained
in the engagement letter, to which these terms are attached, together with the provisions of
all Paragraphs hereof, (except for the “term” of the engagement) shall survive the expiration
or termination of this engagement. For purposes of these terms, “True Partners” shall mean
True Partners Consulting LLC and any of its subsidiaries, related entities, or member firms;
all of their partners, principals, members, owners, directors, staff and agents, and in all
cases any successor or assignee.
	 
	K.	 	Governing Law and Severability. These terms, the engagement letter to which these terms
are attached (including any exhibits which may be attached to the engagement letter) and all
matters relating to this engagement (whether in contract, statute, tort (such as negligence), or
otherwise), shall be governed by, and construed in accordance with, the laws of the State of
Illinois (without giving effect to the choice of law principles thereof). If any provision of this
engagement letter (or any portion thereof) is found by a court of competent jurisdiction to violate
any statute, regulation, rule, order or decree of any governmental authority, court, agency or
exchange, or is determined to be invalid or unenforceable, such invalidity shall not be deemed to
affect any other provision hereof or the validity of the remainder of this engagement letter or
these General Business Terms, and such invalid provision shall be deemed deleted herefrom to the
minimum extent necessary to cure such violation. The remaining provisions of this engagement letter
and General Business Terms shall not be affected by such determination and shall be binding upon
the parties and shall be enforceable as though said invalid or unenforceable provision (or portion
thereof) were not contained herein.
	 
	L.	 	Confidentiality. Each party agrees to protect each other party’s Confidential
Information (“Confidential Information”) in a reasonable and appropriate manner and in
accordance with any applicable professional practices and to use and reproduce Confidential
Information only to perform its obligations under the engagement letter.
Either party shall not disclose Confidential Information to any third party or as
otherwise provided by the engagement letter without the prior written consent of the non-disclosing party.
Each party acknowledges that it is not practical, and shall not be necessary, to mark such information as
“confidential,” or to transfer it by confidential envelope or communication, in order to
preserve the confidential nature of the information. “Confidential Information” is any
information disclosed to the recipient under circumstances that would lead a reasonable
person to understand that such information is confidential or proprietary in nature except
for information that:






 









 








Mr. Danny Carpenter

January 7, 2011

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	 	(i)	 	Is or becomes generally available to the public (including, without limitation,
any information filed with any governmental agency and available to the public) other
than as the result of a disclosure by the disclosing party in breach hereof,
	 
	 	(ii)	 	Is received by the recipient from a third party on a non-confidential
basis from a source other than the Client, which the recipient reasonably believes is
not prohibited from disclosing such information by obligation to the Client,
	 
	 	(iii)	 	Was known to the recipient prior to its receipt from the other party
without any obligation of confidentiality prior to disclosure,
	 
	 	(iv)	 	Is independently developed by recipient without use of disclosing
party’s confidential information, or
	 
	 	(v)	 	Is publicly disclosed pursuant to any legal requirement or order from a
federal, state, or local governmental agency, or pursuant to any rule or regulation of
any stock exchange, national securities quotation system, or the Internal Revenue
Service governing either the recipient or the disclosing party.






	 	 	If a party is required to make such disclosure pursuant to clause (v), above, such disclosing
party shall provide the other party with prompt prior written notice of such requirement so
that such other party may seek, at its own cost, a protective order or other appropriate
remedy and/or waive in writing compliance with the provisions of this clause. If such
protective order or other remedy is not obtained or available and such written waiver has not
been received from the other party that would permit such required disclosure, the disclosing
party may disclose only that portion of the Confidential Information which it is advised by
opinion of counsel is legally required to be disclosed and will cooperate with the other
party to obtain an appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Confidential Information.
	 
	M.	 	Assignment. Except as provided below, neither party may assign, transfer or delegate
any of its rights or obligations hereunder (including, without limitation, interests or  claims relating to
this engagement) without the prior written consent of the other party. True Partners may, without the consent of the Client, assign or subcontract its
rights and obligations hereunder to (i) any affiliate or related entity or
(ii) any entity which acquires all or a
substantial part of the assets or business of True Partners.
	 
	N.	 	 Cooperation. The Client shall cooperate with True Partners in the performance by True
Partners of its services hereunder, including, without limitation, providing True Partners
with reasonable facilities and timely access to data, information and personnel of the
Client. The Client shall be responsible for the performance of its personnel and agents






 









 








Mr. Danny Carpenter

January 7, 2011

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	 	 	and for the accuracy and completeness of all data and information provided to True
Partners for purposes of the performance by True Partners of its services hereunder.
	 
	O.	 	Fee Structure. Unless otherwise stated in the engagement letter, to the extent that
the fees for any engagement related to the preparation or submission of any tax return or
claim for the Client or the Client’s affiliated entities are not itemized on a per return or
claim basis, the aggregate of fees enumerated in the engagement letter shall be divided
equally among the respective returns or claims itemized in the engagement letter for purposes
of the tax return preparer penalties pursuant to Internal Revenue Code §6694.
	 
	P.	 	Tax Return Disclosure and Tax Advisor Listing Requirements. The Internal Revenue
Service and other taxing authorities have instituted stringent disclosure requirements for
certain transactions (i.e., “reportable transactions”). All tax advisors must submit certain
information to taxing authorities and maintain a list of their clients who participated in
reportable transactions. These lists are subject to review by some taxing authorities upon
request. The Client agrees to advise True Partners immediately if the Client believes that it
participated in a reportable transaction. In turn, True Partners will consult with the Client
to determine the appropriate transaction reporting requirements. If the Client has engaged in
a reportable transaction, True Partners’ services in connection with listing, disclosing and
reporting such transaction are considered additional services outside the scope of this
engagement letter.
	 
	Q.	 	Written Tax Advice. Unless otherwise agreed to in the scope of services enumerated in
this engagement letter, it is anticipated that any written advice True Partners provides
during the course of this engagement will be “Other Written Advice” as defined by Circular
230. Accordingly, unless otherwise prohibited, or pursuant to the issuance of a “Covered
Opinion” as defined by Circular 230, any written advice pursuant to this engagement may
include a disclosure stating that the tax advice was not intended or written to be used, and
it cannot be used, for the purpose of avoiding tax penalties that may be imposed by any
governmental agency. Any written advice True Partners provides will contain any other
disclosures required by Circular 230.
	 
	R.	 	Timeliness of Performance; Force Majeure. True Partners understands that prompt performance of the services
hereunder is required by the
Client in order to meet its schedules and commitments. Neither party shall be liable, however, for any failure to perform its
obligations where such failure is a result of acts of nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies hostilities (whether war
is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor
dispute, strike, lockout or interruption or failure of electricity or telephone service.






 









 








Mr. Danny Carpenter

January 7, 2011

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	S.	 	Non-Solicitation. During the term of this engagement letter and for a period of one
(1) year following the termination of the engagement letter, neither party shall, directly or
indirectly, solicit to hire or hire any employee of the other party without paying the other
party a fee equal to the annual salary of such employee while employed by the other party.
The foregoing will not apply to (i) any broad-based efforts to attract applicants not
targeted directly to True Partners or the Client or their respective personnel, or (ii) any
applications submitted or inquires made by personnel of either party not at the request of
the other.
	 
	T.	 	Limitation on Warranties. This is a services agreement, and True Partners warrants
that it shall perform the services hereunder in good faith and with due professional care.
True Partners disclaims all other warranties, either express or implied, including, without
limitation, warranties of merchantability, fitness for a particular purpose, warranties
arising out of custom or usage in a particular profession, and warranties by operation of law.
The Client’s exclusive remedy for any breach of this warranty shall be for True Partners, upon
receipt or written notice, to use reasonable efforts to cure such breach, or, failing any cure
in a reasonable period of time, the return of professional fees paid to True Partners
hereunder with respect to the services giving rise to such breach.
	 
	U.	 	General.






	 	(i)	 	These Business Terms, the engagement letter to which these terms are
attached (including any exhibits which may be attached to the engagement letter), shall
constitute the entire agreement between the parties with respect to the matters
contained herein and shall supersede any and all prior and contemporaneous agreements,
negotiations, correspondence, undertakings and communications (whether written, oral or
electronic) of the parties with respect to the subject matter hereof and may not be
amended except by a writing executed by all parties hereto.
	 
	 	(ii)	 	The headings of the engagement letter and these General Business Terms are
intended solely for convenience of reference and shall be given no effect in the
interpretation or construction hereof. 
	 
	 	(iii)	 	The services performed under this engagement letter do not include the provision of legal advice, and
True Partners makes no representations regarding questions of legal interpretation.
	 
	 	(iv)	 	Tax returns and other filings are subject to examination by taxing authorities.
True Partners will be available to assist the Client in the event of an audit of any issue
for which we have provided services under this engagement letter. However, unless so indicated in this engagement letter,
our fees for these






 









 








Mr. Danny Carpenter

January 7, 2011

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	 	 	 	additional services are not included in our fee for the services covered by this
engagement letter. Client agrees to pay any and all of True Partners’ additional fees
and costs associated with any such out-of-scope audit defense.
	 
	 	(v)	 	Nothing within the associated engagement letter will prevent or
restrict True Partners from providing services for other clients.






	V.	 	Execution. The associated engagement letter may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be equally effective as delivery of a manually executed
counterpart hereof.
	 
	W.	 	True Partners Ownership & Professionals. True Partners is owned and operated by
professionals who hold Certified Public Accountant (“CPA”) licenses, as well as by
professionals who are not licensed CPAs. Depending on the nature of the services True
Partners provides, non-CPA owners and professionals may be involved in providing services to
you pursuant to this engagement letter. Although True Partners employs CPAs, it is not a
licensed CPA firm in any state. In addition, True Partners is not engaged in the practice of
law in any state.






 









 








Mr. Danny Carpenter

January 7, 2011

Page 11




Appendix B




Entity Listing




	 	 	 	 	 
	                     Entity Name	 	Fee
	Acadia Healthcare Holdings, LLC
	 	$	16,800	 
	Acadia Management Company, Inc
	 	$	4,400	 
	Partnership fee / State return
	 	$	1,300	 
	Corporate fee / State return
	 	$	1,050