EX-3.128 AGREEMENT AND CERTIFICATE OF PARTNERSHIP OF MESILLA VALLEY GENERAL PARTNERSHIP, AS AMENDED

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EXHIBIT 3.128

AGREEMENT AND CERTIFICATE

OF PARTNERSHIP OF

MESILLA VALLEY GENERAL PARTNERSHIP

THIS AGREEMENT AND CERTIFICATE OF PARTNERSHIP ("Agreement") is made and

entered into as of the fourteenth day of September 1985 ("Commencement Date"),

by and among MESILLA VALLEY HOSPITAL, INC., a New Mexico corporation ("MVH"),

and MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC., a New Mexico corporation

("Associates").

WHEREAS, the parties (collectively, the "Partners") wish to join

formally together as a New Mexico general partnership, and to set forth in full

the terms and conditions of their agreement in this regard;

NOW, THEREFORE, in consideration of the mutual promises set forth in

this Agreement, and for other good and valuable consideration, the receipt and

sufficiency of 'which is hereby acknowledged, the Partners agree as follows:

1. Formation and Name

The Partners hereby form a general partnership pursuant to the laws of

the State of New Mexico, to be conducted under the name of MESILLA VALLEY

GENERAL PARTNERSHIP (the "Partnership").

2. Purposes

The Partnership shall establish, own and operate an inpatient

psychiatric hospital, to be built in the vicinity of Las Cruces, New Mexico,

including additional and ancillary

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mental, psychiatric and psychological health care facilities for inpatients and

for outpatients (the "Facility"); shall acquire (by purchase, lease, donation or

otherwise) real and personal property; and shall obtain licenses and permits and

shall do all other things necessary, appropriate or desirable for the lawful and

economically viable operation of the Facility.

3. Principal Place of Business

The principal place of business of the Partnership shall be maintained

at 250 South Downtown Mall, Las Cruces, New Mexico, or at such other place or

places in the vicinity of Las Cruces, New Mexico, as the Partners may from time

to time determine.

4. Term

The Partnership shall be effective for an Original Term of fifty (50)

years from the Commencement Date, and thereafter for Additional Terms of five

(5) years each, unless and until dissolved in accordance with Section 13 of this

Agreement.

5. Capital Contributions and Partnership Interest

Simultaneously with the execution of this Agreement, each Partner shall

make an Original Capital Contribution in the amount of fifty thousand dollars

($50,000.00) in cash, except that each of MVH and Associates shall be given a

credit toward that contribution equivalent to such reasonable expenses as such

Partner shall have incurred or assumed (either directly or through any of its

shareholders acting on its behalf) in the

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development of the Facility prior, to the Commencement Date. Upon making its

Original Capital Contribution, each Partner shall be entitled to a fifty

percent (50%) Partnership Interest in the Partnership. No further contribution

to the capital of the Partnership shall be required of any Partner, except as

provided in Section 6 of this Agreement or as unanimously agreed upon by the

Partners.

Subject to the terms of this Agreement, the Partners shall be entitled

to share in the losses and profits of the Partnership and to participate in the

management of the Partnership in proportion to the fifty percent Partnership

Interest held by each Partner. Partnership Interests may be transferred only in

accordance with Sections 10, 11 and 12 of this Agreement.

6. Participation in Partnership Debt

Subject to the discretion of the Governing Body of the Partnership, the

general policy of the Partnership shall be to obtain funding for the Partnership

through the facility's operating revenues and through loans and extensions of

credit to the Partnership by the partners and/or by third parties. Financings

that require guarantees shall be guaranteed by the Partners to the extent of

their respective Partnership Interests; Provided that, in the event that any

Partner Guarantees a Partnership obligation in excess of its Partnership

Interest, each of the other Partners shall indemnify such guaranteeing Partner

in proportion to such other Partner's Partnership Interests.

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7. Capital Accounts and Partnership Records

The books of account in which all receipts and expenditures of the

Partnership are reflected, and all other records pertaining to the Partnership,

shall be maintained in accordance with generally accepted accounting practices,

consistently applied, and in compliance with the pertinent provisions of the

Internal Revenue Code and all applicable state and local tax codes. Such books

and records shall be open at all reasonable times for inspection by any Partner

or its duly authorized designees. At such intervals as the Governing Body may

from time to time determine, such books and records shall be audited by

independent certified public accountants, and financial statements shall be

prepared.

Separate Capital Accounts shall be maintained for each Partner and

shall consist of the sum of its contributions to the capital of the Partnership,

plus its share of the profits of the Partnership, plus its reasonable and

appropriately documented costs and expenses incurred on behalf of the

Partnership within the scope of the Partnership business, including without

limitation, transportation and out-of-town room and board, to the extent

approved by the Governing Body, less its share of the losses of the Partnership,

less any distributions to or withdrawals made by or attributed to it by the

Partnership.

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8. Distribution of Net Cash Receipts

(a) The Net Cash Receipts of the Partnership shall be determined

as of the end of each fiscal year of the Partnership and shall consist of the

net profit or net loss of the Partnership, as the case may be, for such fiscal

year, increased by the sum of:

(i) depreciation and other non-cash charges deducted in computing

the net profit or net loss of the Partnership for such fiscal

year;

(ii) that portion of the proceeds of sale of Partnership assets

that represents the return of the book value for such assets;

and

(iii) any cash that becomes available during such fiscal year by

reason of a determination of the Governing Body or the Manager

to reduce any reserve funds;

and decreased by the sum of:

(iv) principal payments made by the Partnership on any of its debts

during such fiscal year;

(v) any expenditure made by the Partnership during such fiscal

year which are not chargeable to reserve funds established by

the Governing Body; and

(vi) additions to working capital and any other reserve funds

reasonable deemed necessary by the Governing Body or the

Manager during such fiscal year.

(b) Net Cash Receipts shall be estimated as soon as practicable,

without audit, after the end of each Partnership fiscal year, and all such

estimated Net Cash Receipts shall then be distributed promptly to the Partners

in proportion to their Partnership Interests. Upon the unanimous consent of the

Partners, distributions of Net Cash Receipts may be made more frequently than

annually. As soon as practicable after the Partnership

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financial statements for a Partnership fiscal year are completed, any necessary

adjustments to such distribution of Net Cash Receipts shall be made.

(c) Distributions in kind of the property of the Partnership, in

liquidation or otherwise, shall be made only with the consent of all the

Partners. Prior to any such distribution in kind, the difference between the

market value and the book value of such property shall be credited or charged,

as appropriate, to the Partners' Capital Accounts in proportion to their

Partnership Interests. Upon such distribution of the property, such market value

shall be charged to the Capital Account of the Partner or Partners receiving

such distribution.

9. Management of Partnership

No Partner, acting alone, can bind the Partnership. The Partnership's

affairs shall be managed by a Governing Body, subject to the approval of the

Partners. The Partnership shall execute an agreement with Psychiatric

Management, Inc., a Delaware corporation (the "Manager"), for general management

of the Facility, and the Manager shall be responsible for the day-to-day

management of the business of the Facility. The Governing Body shall consist of

six (6) members, three (3) to be appointed by Associates and three (3) to be

appointed by MVH, within thirty (30) days of the Commencement Date. Each Partner

may, at any time and with or without cause, remove and replace any member which

it has previously appointed to the Governing Body, and may designate alternates

to attend meetings of the Governing Body in

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the appointees absence. Under no circumstances may any action be taken by the

Governing Body except upon the concurrence of no less than four members thereof.

The Governing Body shall select a Chairman who will serve at its pleasure, and

shall delegate to such Chairman such powers and duties as the Governing Body, in

its sole discretion, may determine from time to time. The Governing Body shall

conduct its initial meeting at such time as the Partners shall mutually agree,

and shall adopt such bylaws and rules as may be necessary or desirable for the

conduct of its affairs, subject only to the terms of this Agreement and any

other document binding upon the Partnership.

10. Transfer of Partnership Interests

Subject to the provisions of Section 12 of this Agreement, any or all

of any Partner's Partnership Interest may be sold, conveyed, assigned, pledged

(except for the sole purpose of securing any financing for the benefit of the

Partnership, to the extent required by the lending party) or transferred in any

manner (hereinafter, the "transfer") only:

(a) to any other Partner; or

(b) to a third party, only with the written consent of all other

Partners.

Any attempted transfer of any or all of any Partner's Partnership Interest not

in accordance with the terms of this Section 10 shall be null and void.

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11. Effect of Transfer of Partnership Interest

In the event of a transfer in accordance with this Agreement of all or

any of any Partner's Partnership Interest, the Partnership shall continue and

the transferee of such interest shall be admitted to the Partnership as a

general partner, with the same rights and obligations as the transferring

Partner had with respect to the transferred Partnership Interest, upon:

(a) execution by such transferee of an unconditional consent to be

bound by the terms of this Agreement and the Master Agreement; and

(b) filing with the appropriate state or county official of an

Amended Agreement to reflect the change in Partnership Interests.

12. Disqualification of a Partner

(a) Any Partner suffering a Disqualifying Event shall become a

Disqualified Partner and subject to the sanctions provided for in Section 12(b)

of this Agreement. Disqualifying Events shall include the following:

(i) any of the following events of Bankruptcy, namely, such

Partner's (A) application for or consent to the appointment of

a receiver, conservator trustee, liquidator, custodian or

other judicial representative for the Partner or any

substantial portion of its assets or properties; (B) admission

in writing of its inability generally to pay its debts as they

mature; (C) making of a general assignment for the benefit of

its creditors; (D) suffering entry of an order for relief by a

Bankruptcy Court for or against it or suffering adjudication

of insolvency; (E) filing a voluntary petition in bankruptcy

or a petition or an answer seeking reorganization or an

arrangement with creditors or

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taking advantage of any bankruptcy, insolvency, readjustment

of debt, dissolution or liquidation law or statute, or filling

an answer admitting the material allegations of a petition

filed against it in any proceeding under any Such law; (F)

suffering entry of an order, judgment or decree by any court

of competent jurisdiction approving a petition seeking

reorganization of it or of all or a substantial part of its

assets and properties or appointing a receiver, conservator,

trustee, liquidator, custodian or other judicial

representative, should such order, judgment or decree continue

unstayed and in effect for a period of sixty (60) consecutive

days; provided, however, that in the event that both Partners

or either Partner and the Partnership shall suffer any of the

foregoing events of bankruptcy ("Simultaneous

Disqualification"), this Section 12(l)(i) shall be of no

effect for the duration of such Simultaneous Disqualification;

(ii) for the period of five years from the date first written

above, any material breach of this Agreement by such Partner,

not cured within thirty (30) days after notice to such Partner

by any other Partner of such breach; provided, however, that

no thirty (30) day cure period shall be extended to any

Partner in the event of its breach of Sections 10 or 14 of

this Agreements;

(iii) the responsibility of such Partner for any act which (A)

causes a dissolution of the Partnership or would justify entry

of a decree of dissolution of the Partnership under the laws

of the State of New Mexico; (B) adversely affects the tax

status of the Partnership under applicable federal, state or

local law; (C) adversely affects the Facility's licensure,

certification or approval under applicable federal, state or

local law; or (D) results in conviction of the Partner or any

of its shareholders, officers, directors, employees or agents,

or any of the shareholders, officers, directors, employees or

agents of Ohio Psychiatric Institutes, Inc, a Delaware

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