Preview
*** FILED: BROWARD COUNTY, FL HOWARD FORMAN, CLERK 10/28/2013 10:24:18 AM.**
Electronically Filed 10/28/2013 10:24:19 AM ET
IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA.
Case No, 12-35270 CACE (13)
RADIOLOGY ASSOCIATES OF
HOLLYWOOD, P.A.,
Plaintiff,
VS,
PHYSICIANS IMAGING CENTER OF
FLORIDA, LLC, and IMAGING TEKNIX, LLC
Defendants.
/
AMENDED COMPLAINT
Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., a Florida corporation
(hereinafter referred to as "RAH"), by and through its undersigned counsel, sues the Defendants,
PHYSICIANS IMAGING CENTER OF FLORIDA, LLC, (hereinafter referred to as "PICF"), and
IMAGING TEKNIK, LLC (hereinafter referred to as “IT”) (also collectively the “Defendants”) on
grounds which state as follows:
GENERAL ALLEGATIONS
1. This is an action for damages in excess of $15,000.00, exclusive of attorneys’ fees
and costs,
2. Plaintiff, RAH, is a corporation organized and existing pursuant to the laws of the
State of Florida with its principal place of business in Broward County, Florida,
3. Upon information and belief, Defendant, PICF, is a corporation organized and
existing pursuant to the laws of the State of Florida with its principal place of business in Broward
County, Florida.4. Upon information and belief, Defendant, IT, is a corporation organized and existing
pursuant to the laws of the State of Florida with its principal place of business in Broward County,
Florida.
5. Upon information and belief, both Defendants have the same mailing address, same
officers and same registered agent, and at all material times, did business as, were also known as,
and/or were alter-egos of each other
6. Venue is proper in Broward County because the cause of action accrued in Broward
County, Florida and payment was due in Broward County, Florida.
7. All conditions precedent to bringing this action have occurred and have been
performed, excused, waived, discharged or satisfied.
BACKGROUND
8. On or about December 5, 2006, Plaintiff, RAH, entered into a written contract (the
“Written Agreement” or “Written Contract”) with PICF and IT, wherein RAH, was to provide
professional radiology imaging services for and on behalf of Defendants, PICF and IT. In exchange
thereof, Defendants, PICF and IT, agreed to pay Plaintiff, RAH for said professional services. A
true copy of said Written Agreement (with the exception of the section on compensation which was
agreed by the parties to remain confidential) and a subsequent amendment thereto are attached
hereto and incorporated herein as Composite Exhibit “A.”
9. On or about January 2009, Plaintiff, RAH, entered into an oral agreement (the “Oral
Agreement” or “Oral Contract” and collectively, with the Written Agreement, the “Agreements” or
“Contracts”) with Defendants, PICF and IT, wherein RAH was to provide professional radiology
imaging services for and on behalf of Defendants, PICF and IT. In exchange thereof, Defendants,
PICF and IT, agreed to pay Plaintiff, RAH for said professional services.
[1380930/1] 210, Plaintiff, RAH, and Defendants, PICF and IT, operated under the Agreements
throughout 2009 and Plaintiff, RAH, rendered said professional services for Defendants, PICF and
IT.
11. Furthermore, Plaintiff, RAH, furnished itemized invoices (“Invoices”) to
Defendants, PICF and IT, over the course of the Agreements. A copy of the Invoices are attached
hereto and incorporated herein as Composite Exhibit “B.”
12. Defendants, PICF and IT, breached the Agreements by failing to pay Plaintiff, RAH,
for the professional services Plaintiff, RAH, provided for Defendants, PICF and IT.
13. Throughout 2009, Defendants, PICF and IT, acknowledged to RAH the existence of
said outstanding obligation to pay and promised to repay such.
14, Plaintiff, RAH, has been forced to retain the undersigned counsel for
representation in this action and is obligated to pay the fees and costs associated with such
services.
COUNTI
BREACH OF WRITTEN CONTRACT (PICF)
Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 14, as
if fully set forth herein.
15. On or about December 5, 2006, Plaintiff, RAH, entered into a written contract (the
“Written Agreement” or “Written Contract’) with PICF, wherein RAH was to provide professional
radiology imaging services for and on behalf of Defendant, PICF, In exchange thereof, Defendant,
PICF, agreed to pay Plaintiff, RAH for said professional services. A true copy of said Written
Agreement (with the exception of the section on compensation which was agreed by the parties to
remain confidential) and a subsequent amendment thereto are attached hereto and incorporated
[1380930/1] 3herein as Composite Exhibit “A.”
16. The Written Agreement was a valid written contract.
17. Starting on or about December 5, 2006 and continuing thereafter, Plaintiff, RAH,
and Defendant, PICF, operated under the Written Agreement and Plaintiff, RAH, rendered
professional services for Defendant, PICF.
18. Plaintiff, RAH, furnished Invoices to Defendant, PICF, over the course of
Plaintiff, RAH, and Defendant, PICF’s, Agreement. A copy of the Invoices are attached hereto
and incorporated herein as Composite Exhibit “B.”
19, Defendant, PICF, materially breached the Agreement and/or its subsequent
promises to pay by failing to pay Plaintiff, RAH, for professional services provided for
Defendant, PICF.
20. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three
Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs.
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC
in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest,
attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper.
COUNT II
BREACH OF ORAL CONTRACT (PICF)
Plaintiff, RAH, incorporates and realleges the allegations of paragraphs | through 14, as
if fully set forth herein,
21. The Oral Agreement was a valid oral contract.
22. Starting in January of 2009 and continuing thereafter, Plaintiff, RAH, and
Defendant, PICF, operated under the Agreement and Plaintiff, RAH, rendered professional
[1380930/1] 4services for Defendant, PICF.
23. Plaintiff, RAH, furnished Invoices to Defendant, PICF, over the course of
Plaintiff, RAH, and Defendant, PICF’s, Agreement. A copy of the Invoices are attached hereto
and incorporated herein as Composite Exhibit “B.”
24, Defendant, PICF, materially breached the Agreement and/or its subsequent
promises to pay by failing to pay Plaintiff, RAH, for professional services provided for
Defendant, PICF.
25. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three
Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs,
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant PITYSICIANS IMAGING CENTER OF FLORIDA, LLC
in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest,
attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper.
COUNT Il
RICHM!
UNJUST
PICF
Plaintiff, RAH, incorporates and realleges the allegations of paragraphs | through 7, 10-
14, as if fully set forth herein.
26. On or about January 2009 through September of 2009, Plaintiff, RAH, conferred
the benefit of providing professional services for Defendant, PICF.
27. Defendant, PICF, had knowledge of the benefit conferred upon them as a result of
the Invoices sent to them.
28, Defendant, PICF, has accepted and retained the benefit of the professional
services provided by Plaintiff, RAH.
29, As a result, it would be inequitable for Defendant, PICF, to retain the benefit of
[1380930/1] 5the professional services provided by Plaintiff, RAH, without paying Plaintiff, RAH, the
reasonable value of the professional services rendered.
30. In the event that Plaintiff, RAH, cannot prevail on the counts other than the instant
count, Plaintiff, RAH, would have no adequate remedy at law.
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC
in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest,
attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper.
COUNT IV
ACCOUNT STATED (PICF)
Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 14,
as if fully set forth herein.
31. Before the institution of this action, Plaintiff, RAH, and Defendant, PICF, had
business transactions between them and Defendant, PICF, agreed to the charges and balances
resulting therefrom.
32. Plaintiff, RAH, rendered Invoices to Defendant, PICF, and Defendant, PICF, did not
object to the Invoices. A copy of the Invoices are attached hereto and incorporated herein as
Composite Exhibit “B.”
33. Defendant, PICF, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six
Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as
Composite Exhibit “B.”
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC
in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest,
[1380930/1] 6attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper.
COUNT V
OPEN ACCOUNT (PICF)
Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 14,
as if fully set forth herein.
34, Defendant, PICF, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six
Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as
Composite Exhibit “B.”
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC
in the amount of Fifty-cight Thousand Three Hundred Six Dollars ($58,306.00) plus interest,
attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper.
COUNT VI
BREACH OF WRITTEN CONTRACT (IT)
Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 14, as
if fully set forth herein.
35. On or about December 5, 2006, Plaintiff, RAH, entered into a written contract (the
“Written Agreement” or “Written Contract”) with IT, wherein RAH was to provide professional
radiology imaging services for and on behalf of Defendant, IT, In exchange thereof, Defendant, IT,
agreed to pay Plaintiff, RAH for said professional services, A true copy of said Written Agreement
(with the exception of the section on compensation which was agreed by the parties to remain
confidential) and a subsequent amendment thereto, are attached hereto and incorporated herein as
Composite Exhibit “A.”
36. The Written Agreement was a valid written contract.
[1380930/1] 737, Starting on or about December 5, 2006 and continuing thereafter, Plaintiff, RAH,
and Defendant, IT, operated under the Written Agreement and Plaintiff, RAH, rendered
professional services for Defendant, IT.
38. Plaintiff, RAH, furnished Invoices to Defendant, IT, over the course of Plaintiff,
RAH, and Defendant, IT’s, Agreement. A copy of the Invoices are attached hereto and
incorporated herein as Composite Exhibit “B.”
39, Defendant, IT, materially breached the Agreement and/or its subsequent promises
to pay by failing to pay Plaintiff, RAH, for professional services provided for Defendant, IT.
40. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three
Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs.
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight
Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for
such other and further relief as this Court deems just and proper.
COUNT Vit
BREACH OF ORAL CONTRACT (IT)
Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 14, as
if fully set forth herein.
41. The Agreement was a valid oral contract.
42. Starting in January of 2009 and continuing thereafter, Plaintiff, RAH, and
Defendant, IT, operated under the Agreement and Plaintiff, RAH, rendered professional services
for Defendant, PICF.
43. Plaintiff, RAH, furnished Invoices to Defendant, IT, over the course of Plaintiff,
RAH, and Defendant, IT’s, Agreement. A copy of the Invoices are attached hereto and
[1380930/1] 8incorporated herein as Composite Exhibit “B.”
44, Defendant, IT, materially breached the Agreement by failing to pay Plaintiff,
RAH, for professional services provided for Defendant, IT.
45. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three
Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs.
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight
Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for
such other and further relief as this Court deems just and proper.
COUNT VII
UNJUST ENRICHMENT (I
Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 7, 10-
14, as if fully set forth herein.
46, On or about January 2009 through September of 2009, Plaintiff, RAH, conferred
the benefit of providing professional services for Defendant, IT.
47. Defendant, IT, had knowledge of the benefit conferred upon them as a result of
the Invoices sent to them.
48. Defendant, IT, has accepted and retained the benefit of the professional services
provided by Plaintiff, RAH.
49, As a result, it would be inequitable for Defendant, IT, to retain the benefit of the
professional services provided by Plaintiff, RAH, without paying Plaintiff, RAH, the reasonable
value of the professional services rendered.
50. In the event that Plaintiff, RAH, cannot prevail on the counts other than the instant
count, Plaintiff, RAH, would have no adequate remedy at law.
[1380930/1} 9WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight
Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for
such other and further relief as this Court deems just and proper.
COUNT XI
ACCOUNT STATED
Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 13,
as if fully set forth herein.
51. Before the institution of this action, Plaintiff, RAH, and Defendant, IT, had business
transactions between them and Defendant, IT, agreed to the charges and balances resulting
therefrom.
52. Plaintiff, RAH, rendered Invoices to Defendant, IT, and Defendant, IT, did not
object to the Invoices. A copy of the Invoices are attached hereto and incorporated herein as
Composite Exhibit “B.”
53, Defendant, IT, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six
Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as
Composite Exhibit “B.”
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight
Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for
such other and further relief as this Court deems just and proper.
COUNT X
OPEN ACCOUNT
Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 14,
[1380930/1] 10as if fully set forth herein,
54, Defendant, IT, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six
Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as
Composite Exhibit “B.”
WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A.,
demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight
Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for
such other and further relief as this Court deems just and proper,
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing was furnished by E-
mail to Craig A, Pugatch, Esquire, and George L, Zinkler, III, Rice Pugatch Robinson & Schiller,
PA, 10! N.B. 3" Avenue, Suite 1800, Ft. Lauderdale, FL 33301, Primary Email:
capugatch@rprslaw.com and gzinkler@rprslaw.com on. thisg2S" day of October, 2013,
ZEBERSKY PAYNE, LLP
Attorneys for Plaintiff
110 SE 6" Street, Suite 2150
Fort Lauderdale, FL 33301
Telephone: (954) 989-6333
Facsimile: (954) 989-7781
Primary Email; Tpayne@zpllp.com;
LCohen@zplip.com
Secondary Email; mguerrero@zpllp.com;
soquendo@zpllp, coms Ieruz@zplscom
a a
a - 7
a
By:
TODD 8. PAYNE, ESQ,
Fla, Bat No, 834520
LEE GILL COHEN, ESQ.
Fla, Bar No, 825670
[1380930/1) 1ECCECRECCCCC EC CEC RC SCECECEL EEC EEE CEECECE ER HEC EE EE
Contract
between
RADIOLOGY ASSOCIATES OF HOLLYWOOD, PA
and
IMAGING TEKNIX, LLC
Composite Exhibit "A"w w
PROFESSIONAL SERVICE AGREEMENT
€ECEE
fl.
* This PROFESSIONAL SERVICE AGREEMENT (the “Agreement’) is entered into as of this) day of
December, 2006, by and between, IMAGING TEKNIX, LLC, a Florida Limited Liability Corporation (hereinafter
sw referred to as the “Partnership"), and Radiology Associates of Hollywood, PA (hereinafter referred to as
“RAH"),
~
RECITALS:
@ WHEREAS, RAH and the Partnership Intend to provide outpatient radiology imaging services (“Imaging
Services") at a facility located at 3800 Johnson Street, Hollywood, Florida 33021 ( the "Radiology Facility”)
during the term of this Agreement
wv
wand
© WHEREAS, RAH is duly authorized and licensed to practice radiology In the state of Florida, and skilled in the
0 practice of radiology;
Od
ag and
© WHEREAS, the Partnership has agreed to make available to RAH the Radiology Facllity, the MRI equipment,
other radiological equipment and certain other services set forth herein, to enable RAH as an independent
@ contractor basis to provide professional medical services for and on behalf of the Partnership, according to the
wy terms of this Agreement, and RAH desires to accept such engagement.
« NOW, THEREFORE, in consideration of the foregoing, and of the promises and mutual covenants contained
‘w herein, the parties hereto, intending to be legally bound hereby, agree as follows:
oy
w 1. Definitions
‘@(a) Agreement, The term “Agreement” shall mean this Professional Service Agreement and any
w@ amendment(s) thereto as may be from time to time adopted as hereinafter provided,
oo GPT, The term "GPT" shall mean Current Procedural Terminology.
@(c) Facility Policies, The term “Facility Policies" shall mean the policies, practices, and procedures of the
o Radiology Facllity applicable to the Partnership and RAH , as developed by the Partnership and
i approved by RAH, : :
w(d) MRI. Magnetic resonance Imaging diagnostic studies.
(e) Radiology Facility. The term “Radiology Facility” shall mean the. Facility located at 3800 Johnson
Street, Hollywood, Florida 33021, VTE]
£€€ €€€€ CEPEC EECEECCECLCEECHCECECHEECEERC ECE EERE EC EEE EEE EEE E LEE EE
w w
oO S, The term “Radiology Services” shall mean physician
radiology services, as defined hy State Law, Medicare Program Statutes, Rules and
Regulations, and Facility Policies relating to duties in the Radiology Facility, as they
relate to Patients of the Partnership, including without limitation, and if appropriate
or necessary:
(i) RAH will provide guidelines, including any contraindications to performing
radiology examinations, to the technologists who will interview and screen
the Patlents In order to determine medical problems, obtaining historles and
making appropriate consultations with referring physicians to determine the
method of performing the radlalagy procedures, Ifthe technologist is unsure
or concerned about performing the radiology examination, the Patient will be
rescheduled and the radiology examination will only be performed with the
approval of RAH.
(il) Directing of radiology procedures, including instructions to technologists in
tegards to protocols or other assistants and prescribing variations in a
diagnostic procedure.
(lil) | Checking, in a timely manner, preliminary films and/or teleradiology images
for screening (e.g. orbit) or when provided as part of ongoing service in
advance of current Interpretation.
(iv) Study and evaluation of evidence provided by the radiology diagnostic
procedures,
(v) Dictating consultative reports,
(vl) Personal consultation with referring physicians, if available, regarding results
of radiology diagnostic studies, The Partnership will provide contact
information to RAH and secure the referring physician via a preferred method
of communication.
(vli) Interpretation of any radiology procedure that is within the ability of
RAH.
Non-Physician Personnel or Employees, The term “Non-Physician Personnel” or
“Non-Physician, Employees” shall mean employees of the Partnership, if any,
working in the Radiology facllity who do not provide physiclan services. It is
anticipated that most non-physician employees who work at the Radiology Faellity
will be the employees of the Partnership and will be available to RAH, pursuant to
this agreement, The Partnership shall be responsible to RAH for providing such
employees who are reasonably necessary to staff the Radlology Faellity.
Patient(s), The term “Patient(s)" shall mean patients of the Partnership recelving
care at the Radiology Facility; provided that the definition of the Patients shall be
limited to their care received at the Radiology Facllity,
Ms]CEEECECC CEC ECEECEC EEE EEC TERTCEEEE EEC EE EEE ER ECE EES
{k)
(a)
w ww
RAH, The term “RAH” shall mean any radiologist who is a partner or physician
employee of Radiology Associates of Hollywood, PA and who meets the following:
requirements:
(i) pol a valid and unrestricted license to practice medicine in the State of
lorida;
(li) be Board Certified in Radiology;
(ill) have a skill in procedures required In the dlagnosis and Interpretation of
radiology examinations as determined by RAH; and
(iv) Is eligible to be a provider in good standing withthe Medicare Program.
State, The term “State” shall mean the State of Florida,
Term, The term “Term” shall mean the time period provided for under this
Agreement.
Teun.
This Agreement shall commence when a Certificate of Occupancy is Issued for the
Radiology Facility and will terminate on July 31, 2009, There are no automatic
renewals of this Agreement.
Duties and Responsibilities of RAH,
Provision of RAH, RAH employs radiologist physicians who are experienced in the
practice of orthopedic radiology, neuroradiology, body imaging, breast imaging ,
nuclear studies, ultrasound imaging, CT (Computerized Tomography) imaging, MRI
and MRA (as appropriate to the study ) as well as other radiological procedures and
who Is Board Certified In radiology to provide professional radiology services for the
Patients of the Partnership in accordance with the terms of the Agreement. Jn
rendering professional radiology services hereunder, RAH shall provide such
services in a competent and professional manner, consistent with currently
accepted and approved methods and standards of the practice applicable to the
practice of radiology In South Florida, and in compliance with applicable statutes,
regulations, rules, and directives,
Ordering of Studies, RAH has the right to refuse to perform or Interpret any studies
of Patients that have not been recommended or ordered by individuals duly licensed
by the State of Florida as Medical Doctors, Doctors of Osteopathy, Doctors of
Chiropractic, Doctors of Podiatry, Dentists, or Dental Specialists including Oral
Surgeons, PPTERC CECKCERCTC EL ECKEEEEEC EEE CE EEE EEE EEE EERE CLE EEE EE
(c)
(a)
()
)
Interpretation “ai? Stud les, RAH agrees to interpreiyjre studies, dictate reports,
arrange transcription of the reports and transmit the reports to the Radiology Facility
within twenty-four (24) hours after the study Is made available to RAH by the
Partnership, excluding weekends and holidays. RAH will sign reports, but will have
no responsibility for dissemination of the radiology reports to the referring
physicians; provided, however, in the case of serious abnormal findings (in the
Judgment of RAH) or stat request, he shall, only if the Partnership provides contact
Information, notify the referring physician directly to discuss findings. If the
Partnership doesn’t provide contact Information, RAH Is not responsible to notify
referring physician.
Transcription of Radiology Reports, RAH will be responsible for the expense of the
transcriptionist during this Agreement and for any extensions of this Agreement. In
the event that the Partnership purchases a voice recognition system, RAH has the
option of using that voice recognition system at no cost to RAH.
Protocols, RAH shall assist the Partnership in the development of information for
appropriate Imaging protocols for radiology studies,
RAH-Patient Relationships.
(i) RAH shall be totally responsible for the manner and method by which
professional radiologic medical services are provided to Patlents.
(ll) The Partnership shail not Interfere with, control, direct, or supervise RAH, or
the technologist providing professional radiologic medical services to the
Patients at the Radiology Facility.
(il) At no time shall the Partnership be compensated directly or indirectly for
referring a Patient to RAH.
(iv) Inno event shall the Partnership have any responsibility for the professional
care and/or treatment of the Patients that are provided by RAH, nor shall the
Partnership interfere with the right of RAH to recommend, or the right of the
Patlent to choose, his medical services at any radiology facility.
Professional Liability Insurance
RAH shall comply with the laws of the state of Florida with regards to
professional liabllity insurance,
PACS System, RAH has the option to either use a PACS workstation located at the
Radiology Facllity that is provided by the Partnership, or arrange, at his own
expense, for telecommunication lines so that images can be sent from the
Radiology Facility to a RAH PACS workstation offsite.
RAH also has the option, at his own expense, of using the above telecommunication
line to Interpret radiology Imaging studles performed at other facllitles while he is
onsite at the Radiology Faellity, OTE£€@€C CCC ELEC EEC EE CES EEC EEEEEECE LEE EERE EEE EE HEE E
)
0)
(b)
Hours of Availability, RAH shall be available to reed studies of the Radiology
Facility on Monday through Friday from 8:00 a.m. to 5:00 p.m. daily, excluding
holidays, If the Partnership requires a stat interpretation of a study, the Partnership
must notify RAH by 4:00 p.m, that weekday, and the study must be completed by
6:00 p.m. that day, RAH Is not obligated to interpret studies performed on
Saturdays until the following Monday.
Professional Presentations. RAH physician representatives agree to be present
at quarterly professional presentations, made by the Partnership, at the Radiollogy
Facility. Attendance by RAH physicians, for any additional professional
presentations made by the Partnership, may occur by mutual consent of both
parties to this Agreement.
Assist Technologist. RAH shall assist technologists in screening of Patients
scheduled for radiology exams at the Radiology Facility, and make
recommendations and decisions related to appropriateness and safety of radiology
exams for Patients.
Medicare Billing Requirements, RAH shall not interpret any radiology exams for the
Partnership until RAH has executed appropriate Medicare documents allowing the
Partnership to be reimbursed by the Medicare program for the radiologic
professional services rendered by RAH. Partnership will submit/prepare the
appropriate documents for RAH execution, and RAH agrees to execute these
documents in a timely manner,
Completion. of Documentation. RAH shall promptly sign all reports of
interpretations of radiolagy exams and such other documents which will allow the
Partnership to bill for the professional and technical services rendered to Patients,
RAH Onsite at Radiology Facility, RAH agrees to be onsite at the Radiology
Facility for eight (8) hours per week, provided that there are at least eight (8) hours
of radiologic procedures per week that are to be Interpreted by RAH. Any additional
time onsite will depend upon the mutual agreement of RAH and the Partnership.
Duties and Responsibilities of Partnership.
Business Operations. The Partnership will be solely responsible for the business
operation relating to the use of the Radiology Facility, and will supply or arrange for
the services of such personnel who are necessary to provide administrative and
non-medical services.
Radiology Facility, The Partnership shall provide for the use of the Radiology
Facility, and shall be responsible for repalrs and maintenance thereof,
RTE]CECE ECTCEREECCEC EERE EECEC EEL EEE EEE EE EEE EEE EEE EE EE &
()
()
(e)
0)
w w
Eurnishing Equipment. The Partnership shall provide for the use of all reasonable
and necessary furnishings and medical equipment, inaluding a PACS workstation
which equipment shall be maintained at the Radiology Facility by the Partnership in
good operating condition as required on a day-to-day operation in the Radiology
Faoility,
insurance. The Partnership shall cause to be placed and kept In force such
insurance coverages that the Partnership believes are necessary and desirable in
connection with the operation of the Radiology Facility, Including appropriate
workman's compensation insurance, general liability insurance, professional liability
coverage for nurses and technologists, but excluding insurance covering
professional malpractice of RAH, which will be obtained by and at the expense of
RAH. Please see paragraph 3(g).
Patient Records, Clinical Information and Delivary of Images. The Partnership shall
make available to RAH, on a dally basis the following documents: referring
physician orders; relevant clinical history of the Patients; technologists log and
triage sheets; previous radiology films (that are available) on Patients; study
images; and other documents as necessary. If RAH elects to interpret the above-
described documents offsite, then RAH, at his own expense, shall provide for the
telecommuniecation lines so that the above-described documents can be sent from
the Radiology Facltity to RAH offsite. In that case, the Partnership shall send these
documents electronically between the Radiology Facility and the RAH PACS
workstation by an electronic upload, provided by the Partnership, to RAH so that
RAH can provide professional radiologic services to Partnership in a timely manner.
Occupational Licenses, The Partnership shall obtain any Occupational Licenses
necessary for the RAH to practice medicine at the Radiology Facility,
Reports, The Partnership shall disseminate reports to the referring physicians.
HIPAA Compliance, The Partnership and RAH represent and warrant that they will
agree to operate the Radiology Facllity In compliance with HIPAA regulations
concerning security and confidentiality of protected health information. The
Partnership will be responsible for providing a Medical Compliance Officer for the
Radiology Facility.
ryision, The Partnership operates the Radiology Facility as an
Independent diagnostic testing facility. When the RAH Is not at the Radiology
Facility, the Partnership agrees to provide any medical care to the Patient, unrelated
to image Interpretation, In compliance with all regulatory standards,
Technologists. The Partnership shall be responsible for the supervision of the
technologists and other employees of the Radiology Facility, except that RAH will be
responsible for professional supervision with regard to Pa cals.and exams.
IlsCEEECRCECECECEC ERECT EEC EEE ELE ECE EEE ECE EEE EE EEE EE EEE
k)
a
@)
w @
@. The Partnership agrees to operate the Radiology Facility in
comin with all applicable rules, regulations and statues, including OSHA,
Professional Liability Insurance,
The Partnership shall comply with the laws of the state of Florida with regards to
professional liability insurance,
Relationship of the Parties.
ndependent Contracting Parties. Itis expressly acknowledged by the parties to this
Agreement that RAH is an "Independent Contractor” of the Radiology Facility and
the Partnership, and nothing in this Agreement Is intended, nor shall it be construed,
to create an employer/employee, master/servant, principal/agent or joint venture
relationship. The Partnership does not and shail not exercise control or direction of
RAH, nor shall the Partnership be responsible over the manner or method by which
RAH performs the radiologic professional services, which are the subject matter of
this Agreement. However, the radiologic professional services to be provided
hereunder by RAH shall be provided in a manner consistent with the medical
standards governing such services and the provisions of this Agreement.
RAH Benefits and Taxes. RAH hereby understands and agrees that:
(i) The Partnership shall not withhold on behalf of RAH any sums for income
tax, unemployment Insurance, social security, or any other tax or withholding,
pursuant to any law required by any governmental body, relating to RAH.
Nor shall the Partnership be responsible for any of the benefits afforded to
employees of RAH; and
(ii) All such payments, withholdings, and benefits, if any, are the sole
responsibility of RAH. In the event that the Internal Revenue Service shall
question or challenge the Independent Contractor's status of RAH, the
parties hereto mutually agree that both the Partnership and RAH shall have
the right to participate in any discussion or negotiation occurring with the
Internal Revenue Service, Irrespective of whom such discussions or
negotiations are initiated.
Other Activities, The parties to this Agreement acknowledge that each has
significant business activities unrelated to and in some Instances competitive with
the Radiology Facility, and that such activities will continue. However RAH agrees
that such other unrelated business activities shall not excuse the obligation of each
party to fulfill its responsibilities hereunder.
Alteration of Premises, RAH shall not make or suffer to ba made, any alterations to
the premises of the Radiology Facility, or any part thereof,
&€eC CC EKER CLEC ERCEECEE CREE EEE ERE EEE EEE ELC ECE EEE EEE
w ww
Equal Employment Opportunity. Without limitation of any provision herein set forth,
RAH and the Partnership expressly agree to abide by any and all applicable Federal
and/or State laws and regulations Including Equal Employment Opportunity
Statutes, rules and regulations Including, without limitation, if applicable, Title VII of
the Civil Rights Act of 1964, Equal Employment Opportunity Act of 1972, the Age
and Discrimination Act of 1967, the Equal Pay Act of 1963, the National Labor
Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of1973, and
Occupational Safety and Health Act of 1970, all as may be from time to time be
modified or amended.
Interpretation Of Radiology Studies And Procedures. RAH will have the obligation
to provide interpretation of neuro, breast, orthopedic, body MRI and MRA studies as
well as any other radiological studies, such as CT (Computerized Tomography)
examinations, including angiography, colonography, and other CT exams, nuclear
medicine exams, screening and diagnostic mammograms, sonograms and plain
films (chest X-rays, KUB, etc). RAH will not be obligated to interpret any PET scan
examinations, The Partnership agrees to provide computer alded detectlon (CAD)
software for interpretation of mammograms.
Compensation,
(| CLTRE)
=/
<
2
3
4
>
?
2
3
>
3
> 32 >3 >?
a]
3
2
2
2
2
3
2 > > ? a
? 3 4
>
3
2 2 »
:
2 > %
a3 3 333
a3COCECECCEEL EEC ELLER EEC LCEC ELEC ECE EE CEE EEE EERE EEE
40.
(0)
&
Time Share Agreements (Block Leasing).
In the event that other physician(s) group(s), or other diagnostic facllities wish to use
the Radidlogy Facility for Time Share arrangements, RAH has the opportunity to
contract to provide professional services for interpreting radiology studles for such
physiclan(s) group(s).
Itis understood that any compensation to RAH for such studies Is the responsibility
of the physiclan(s), group(s) or other diagnostic facility and not the Partnership,
It ls also understood that these other physician(s), group(s) or other diagnostic
facllities may decide to Interpret their own studies or contract with another
tadiologist(s) to interpret these time share LH eT
Yo
10CECT ESSEC ETEEERE EEE REEL EE EE EEERER ECL EE EEL EEE EE
44,
(a)
(co)
12,
13,
Books, ulpment, ete,
Maintenange of Records. RAH shall, In accordance with Radiology Facllity policies,
cause to be promptly prepared and filed with the Partnership, any and all
examinations, procedures, and other Radiology Services performed in the
Radiology Facility for Patients of the Partnership, and shall provide to Partnership
an accurate and complete file of all such reports and supporting documents,
RAd's Property. All professional instruments, books, office equipment and other
property furnished by RAH shall remain RAH’s property,
Partnership Property. All Patient radiology films, computer images, and CD's shall
remain the property of the Partnership, All equipment, supplies, samples, forms,
reports, charts, logs, brochures, building information, policies and procedures,
contracts or ahy other materials or information furnished to RAH by the Partnership
are and shall remain the sole property of the Partnership. If the Partnership should
request the return of such materials at any time during the terms of this Agreement,
RAH shall immediately deliver the same to the Partnership. However, RAH shall
have access to such reports and supportive documents as may be requested by
him.
Termination and Breach, Elther party may terminate this Agreement upon a
breach by the other party of any of their obligations hereunder, The non-breaching
party must first give the breaching party written notice of the breach, describing the
nature of the breach, and the action necessary to cure the breach, If the breaching
party falls to cure the breach within thirty (30) days of Its receipt of the notice, then
this Agreement shall automatically terminate. Notwithstanding the above, a breach
by any partner or physician employee of RAH of his obligation to maintain, or cause
to be maintained, his medical license and professional liability insurance through
RAH, must be cured immediately by RAH after its occurrence. That partner or
physician employee shall not interpret any imaging examinations for the Partnership
until the breach |s cured,
Legislative and Other Limitations, In the event that there shall be any change in the
Medicare law, regulations or general Instruotions (or application thereof), the Florida
Physician Self Referral Act, or the regulations promulgated thereunder (or similar
State or Federal legislation), adoption of new legislation applicable to this
Agreement, or the initlation of an enforcement action with respect to litigation,
legislation, regulations, or instructions applicable to this Agreement, any of which
affects the legality of this Agreement, then both parties agree to negotiate in good
faith to establish a bagis for redressing the illegality referred to herein. In the event
that the parties cannot agree on such remedial changes, the party maintaining that
this Agreement Is Illegal (the “terminating party") may give notice to the other party
(the “non-terminating party”) only on the occurrence of the following; (i) that ithas
received a final order of a Court or administrative agency of competent jurisdiction
that the transactions contemplated by this Agreement are illegal; or (li) that it has
(aor
44CECE ECE EEC ELC CEEETEE CE ERE EEEHREE LEC EEE LEE EE
14,
15.
Cay ‘wo
tecelved a written opinion from counsel with a recognized expertise In health care
law, stating that the continuation of the transactions contemplated by this
Agreement presents a material risk that Is more likely than to result in an indictment,
imposition of a material civil sanction or any imposition of any criminal sanction
against a party or {ts agent, partner or employee by reason of the illegality of the
transactions contemplated by this Agreement, and that as a result of (1) or (il) it
wishes to terminate this Agreement. A copy of such final order or opinion of
counsel will be provided to both parties. If elther party claims attorney-client
privilege, the other party will hold such information in strict confidence. This
Agreement shall terminate and the parties shall have no further obligations to each
other hereunder, except with regard to payment of any sums which have acerued or
are due as of the date of termination of this Agreement.
Billing and Collection. The Partnership Is responsible for billing Patients and third-
party payors for both the professional and technical component of radiology
services performed pursuant to this Agreement and In accordance with all relevant
Federal, State, or Local agency requirements and any Medicare, Medicaid, or
private payor requirements, The Partnership shall indemnify and hold RAH
harmless for any and all damages, including legal fees and costs, it incurs as a
result of any unlawful billing practice utilized by the Partnership.
In the event the Partnership Is required to reimburse any third-party payors for
tadlology services performed and described in this Section for unlawful billing
practices that were elther; (i) caused by RAH or (il) beyond the reasonable control
of either party, RAH agrees to relmburse the Partnership eighty dollars ($80.00) for
each MRI non-contrast study done, as well as eighty dollars ($80.00) for MRI
studies that are done with and without contrast. In addition, RAH agrees to
reimburse the Partnership for any amount that RAH is compensated by the
Partnership for interpretation of any other imaging studies. The Partnership shall
provide RAH with a copy of any notice and/or demand for reimbursement, If RAH
does not reimburse the Partnership within thirty (30) days of the notice and/or
demand for reimbursement, the Partnership has the right to deduct such amounts
from future payments made to RAH or demand immediate direct payment from
RAH,
Miscellaneous.
Indulgences, Etc, Neither fallure nor any delay on the part of either party to
exercise any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any right,
temedy, power or privilege preclude any other or further exercise of the same or of
any other right, remedy, power or privilege, nor shall any waiver of any right,
temady, power or privilege with respect to any occurrence be construed as a waiver
of such right, remedy, power or privilege with respect to any other occurrence, No
waiver shall be effective unlass It is in writing and Is signed by the party asserted to
have granted such waiver, (WTS)
12CCC CECE EERE EC EEE ECE LE EERE CECE ECC E EERE EER EE
(b)
(c)
(e)
()
ow w
Controlling Law. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement shall be governed by and construed in
accordance with the laws of the state of Florida.
Notices. All notices, requests, demands and other communications required or
permitted under this Agreement shail be in writing and shall be deemed to have
been duly made and received when personally delivered to the other party or upon
actual receipt by the other party of the registered or certified mail receipt, postage
prepaid recelpt, or return receipt requested, addressed as set forth below:
(i) If to the Partnership:
Herbert L. Shick, M.D.
4251 Mangrum Court
Hollywood, Florida 33021
(ll) If to RAH:
Radlology Assoclates of Hollywood, PA
Attn, Dan Strub
9050 Pines Boulevard
Suite 200
Pembroke Pines, Fl. 33024
Binding Nature of Agreement: No Assignment. This Agreement shall be binding
upon and Inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns; provided that, except as
provided In Section 1(n) of this Agreement, no party may assign or transfer its
rights or obligations under this Agreement without the prior written consent of the
other party hereto.
Integration. The provisions of this Agreement incorporate all prior
understandings and agreements between the parties whether oral or written.
Execution of Counterparts. This Agreement shall be executed in any number of
counterparts, each of which shall be deemed to be an original as against any party
whose signature appears thereon, and all of which shall together constitute one and
the same Instrument, This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signature of all of
the parties reflected thereon as the signatories,
Provisions Separable. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered Invalid or
unenforceable by virtue of the fact that for any reason, any other provision of this
Agreement may be Invalid or unenforceable In er jn-pa
fs
13EORCECECECEC EE ERC ECE EEEC EEL EEECEEC ECE EEE CELE CE EEE EE
(h)
0)
«)
(m)
w w
Section Headings, The section headings in this Agreement are for convenience
only; they form no part of this Agreement and shall not affect its interpretation,
Gender. Ete, Words used herein, regardless of the number and gender specifically
used, shall be deemed and construed to include any other number, singular or
plural, and any other gender, masculine, feminine or neuter, as the context indicates
is appropriate,
Regulatory Compliance. Since the value or cost of services provided under this
Agreement may be ten-thousand ($10,000.00) dollars or more within a
twelve-month (12) period, then to the extent that the cost of such services as
reimbursed by the Medicare program exceeds this amount, RAH agrees to comply
with the access to books, documents, and records of subcontractors provision of
Section 952 of the Omnibus Budget Reconcillation Act of 1980 (PL96-499) and 42-
CFR Part 420 Sub-part D Section 420.300 ET Seq. In accordance with these
provisions, RAH will, upon proper written notice, allow the Controller General of the
United States, the Secretary of Health and Human Services, and a duly authorized
representative access to this Agreement and to RAH'S books, documents and
records necessary to certify nature and extent of costs of Medicare reimbursable
services provided under this Agreement, Such access will be allowed, upon
request, until the expiration of six (6) years after the Medicare reimbursable services
are furnished pursuant to this Agreement. If RAH carries out any other duties of this
Agreement through a subcontractor with a related party with a value or cost of ten-
thousand ($10,000.00) dollars or more over a twelve-month period, such
subcontracts shall contain a clause which requires the subcontractor to comply with
the above statues and regulations,
Regulatory Provision. The parties to this Agreement expressly agree that nothing
contained In this Agreement shall require elther party to refer or admit any Patients
to or order any goods or services from the other. Notwithstanding any unanticipated
effect of any provision of this Agreement, neither party will knowingly nor
intentionally conduct himself or itself in such a manner as to violate the prohibitions
against fraud and abuse In connection with the Medicare and Medicaid programs.
Force Majeure, Neither party's employees, or any similar or dissimilar cause
beyond the reasonable control of either party shall be llable nor deemed to be in
default for any delay or failure in performance under this Agreement or other
interruption of service or equipment deemed resulting, directly or indirectly, from
acts of God, olvil or military authority, acts of public enemy, war, accidents, fires,
explosions, earthquakes, flood, failure of transportation, strikes or other work
interruptions by elther party’s employees, or any similar or dissimilar cause beyond
the reasonable control of either party.
Amendments, Any amendments of this Agreement shall be In writing, and
must be signed by both partles to be effective, [We]
14CEECREL EC ECE EEE CEE HERE EC EE EE ECE EC ECE EEE EEE EEE EEE
w (us)
(n) Assignment,
(i) The Partnership may assign all or part of this Agreement to another entity or
entities providing that these entities (or entity) remains, and continues to
remain, under the control of Herbert L.. Shick, M.D. and/or Rolla Shick.
(li) In the event that the Partnership assigns all or part of this Agreement to
another entity or entities , as provided for In this subsection, there will not be
any other changes in this Agreement, or in the assigned entity (or entities)
without the written consent of both parties,
(ii) Except as noted in the above paragraphs in this subsection, neither party
may assign all or any part of this Agreement to any other person or entity
without the written consent of the other party.
(0) Entire Agreement. This Professional Service Agreement constitutes the entire
Agreement between the parties with respect to the matters contained herein. No
oral statements or p
Preview
*** FILED: BROWARD COUNTY, FL HOWARD FORMAN, CLERK 10/28/2013 10:24:18 AM.** Electronically Filed 10/28/2013 10:24:19 AM ET IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA. Case No, 12-35270 CACE (13) RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., Plaintiff, VS, PHYSICIANS IMAGING CENTER OF FLORIDA, LLC, and IMAGING TEKNIX, LLC Defendants. / AMENDED COMPLAINT Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., a Florida corporation (hereinafter referred to as "RAH"), by and through its undersigned counsel, sues the Defendants, PHYSICIANS IMAGING CENTER OF FLORIDA, LLC, (hereinafter referred to as "PICF"), and IMAGING TEKNIK, LLC (hereinafter referred to as “IT”) (also collectively the “Defendants”) on grounds which state as follows: GENERAL ALLEGATIONS 1. This is an action for damages in excess of $15,000.00, exclusive of attorneys’ fees and costs, 2. Plaintiff, RAH, is a corporation organized and existing pursuant to the laws of the State of Florida with its principal place of business in Broward County, Florida, 3. Upon information and belief, Defendant, PICF, is a corporation organized and existing pursuant to the laws of the State of Florida with its principal place of business in Broward County, Florida.4. Upon information and belief, Defendant, IT, is a corporation organized and existing pursuant to the laws of the State of Florida with its principal place of business in Broward County, Florida. 5. Upon information and belief, both Defendants have the same mailing address, same officers and same registered agent, and at all material times, did business as, were also known as, and/or were alter-egos of each other 6. Venue is proper in Broward County because the cause of action accrued in Broward County, Florida and payment was due in Broward County, Florida. 7. All conditions precedent to bringing this action have occurred and have been performed, excused, waived, discharged or satisfied. BACKGROUND 8. On or about December 5, 2006, Plaintiff, RAH, entered into a written contract (the “Written Agreement” or “Written Contract”) with PICF and IT, wherein RAH, was to provide professional radiology imaging services for and on behalf of Defendants, PICF and IT. In exchange thereof, Defendants, PICF and IT, agreed to pay Plaintiff, RAH for said professional services. A true copy of said Written Agreement (with the exception of the section on compensation which was agreed by the parties to remain confidential) and a subsequent amendment thereto are attached hereto and incorporated herein as Composite Exhibit “A.” 9. On or about January 2009, Plaintiff, RAH, entered into an oral agreement (the “Oral Agreement” or “Oral Contract” and collectively, with the Written Agreement, the “Agreements” or “Contracts”) with Defendants, PICF and IT, wherein RAH was to provide professional radiology imaging services for and on behalf of Defendants, PICF and IT. In exchange thereof, Defendants, PICF and IT, agreed to pay Plaintiff, RAH for said professional services. [1380930/1] 210, Plaintiff, RAH, and Defendants, PICF and IT, operated under the Agreements throughout 2009 and Plaintiff, RAH, rendered said professional services for Defendants, PICF and IT. 11. Furthermore, Plaintiff, RAH, furnished itemized invoices (“Invoices”) to Defendants, PICF and IT, over the course of the Agreements. A copy of the Invoices are attached hereto and incorporated herein as Composite Exhibit “B.” 12. Defendants, PICF and IT, breached the Agreements by failing to pay Plaintiff, RAH, for the professional services Plaintiff, RAH, provided for Defendants, PICF and IT. 13. Throughout 2009, Defendants, PICF and IT, acknowledged to RAH the existence of said outstanding obligation to pay and promised to repay such. 14, Plaintiff, RAH, has been forced to retain the undersigned counsel for representation in this action and is obligated to pay the fees and costs associated with such services. COUNTI BREACH OF WRITTEN CONTRACT (PICF) Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 14, as if fully set forth herein. 15. On or about December 5, 2006, Plaintiff, RAH, entered into a written contract (the “Written Agreement” or “Written Contract’) with PICF, wherein RAH was to provide professional radiology imaging services for and on behalf of Defendant, PICF, In exchange thereof, Defendant, PICF, agreed to pay Plaintiff, RAH for said professional services. A true copy of said Written Agreement (with the exception of the section on compensation which was agreed by the parties to remain confidential) and a subsequent amendment thereto are attached hereto and incorporated [1380930/1] 3herein as Composite Exhibit “A.” 16. The Written Agreement was a valid written contract. 17. Starting on or about December 5, 2006 and continuing thereafter, Plaintiff, RAH, and Defendant, PICF, operated under the Written Agreement and Plaintiff, RAH, rendered professional services for Defendant, PICF. 18. Plaintiff, RAH, furnished Invoices to Defendant, PICF, over the course of Plaintiff, RAH, and Defendant, PICF’s, Agreement. A copy of the Invoices are attached hereto and incorporated herein as Composite Exhibit “B.” 19, Defendant, PICF, materially breached the Agreement and/or its subsequent promises to pay by failing to pay Plaintiff, RAH, for professional services provided for Defendant, PICF. 20. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs. WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT II BREACH OF ORAL CONTRACT (PICF) Plaintiff, RAH, incorporates and realleges the allegations of paragraphs | through 14, as if fully set forth herein, 21. The Oral Agreement was a valid oral contract. 22. Starting in January of 2009 and continuing thereafter, Plaintiff, RAH, and Defendant, PICF, operated under the Agreement and Plaintiff, RAH, rendered professional [1380930/1] 4services for Defendant, PICF. 23. Plaintiff, RAH, furnished Invoices to Defendant, PICF, over the course of Plaintiff, RAH, and Defendant, PICF’s, Agreement. A copy of the Invoices are attached hereto and incorporated herein as Composite Exhibit “B.” 24, Defendant, PICF, materially breached the Agreement and/or its subsequent promises to pay by failing to pay Plaintiff, RAH, for professional services provided for Defendant, PICF. 25. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs, WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant PITYSICIANS IMAGING CENTER OF FLORIDA, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT Il RICHM! UNJUST PICF Plaintiff, RAH, incorporates and realleges the allegations of paragraphs | through 7, 10- 14, as if fully set forth herein. 26. On or about January 2009 through September of 2009, Plaintiff, RAH, conferred the benefit of providing professional services for Defendant, PICF. 27. Defendant, PICF, had knowledge of the benefit conferred upon them as a result of the Invoices sent to them. 28, Defendant, PICF, has accepted and retained the benefit of the professional services provided by Plaintiff, RAH. 29, As a result, it would be inequitable for Defendant, PICF, to retain the benefit of [1380930/1] 5the professional services provided by Plaintiff, RAH, without paying Plaintiff, RAH, the reasonable value of the professional services rendered. 30. In the event that Plaintiff, RAH, cannot prevail on the counts other than the instant count, Plaintiff, RAH, would have no adequate remedy at law. WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT IV ACCOUNT STATED (PICF) Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 14, as if fully set forth herein. 31. Before the institution of this action, Plaintiff, RAH, and Defendant, PICF, had business transactions between them and Defendant, PICF, agreed to the charges and balances resulting therefrom. 32. Plaintiff, RAH, rendered Invoices to Defendant, PICF, and Defendant, PICF, did not object to the Invoices. A copy of the Invoices are attached hereto and incorporated herein as Composite Exhibit “B.” 33. Defendant, PICF, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as Composite Exhibit “B.” WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, [1380930/1] 6attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT V OPEN ACCOUNT (PICF) Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 14, as if fully set forth herein. 34, Defendant, PICF, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as Composite Exhibit “B.” WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant PHYSICIANS IMAGING CENTER OF FLORIDA, LLC in the amount of Fifty-cight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT VI BREACH OF WRITTEN CONTRACT (IT) Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 14, as if fully set forth herein. 35. On or about December 5, 2006, Plaintiff, RAH, entered into a written contract (the “Written Agreement” or “Written Contract”) with IT, wherein RAH was to provide professional radiology imaging services for and on behalf of Defendant, IT, In exchange thereof, Defendant, IT, agreed to pay Plaintiff, RAH for said professional services, A true copy of said Written Agreement (with the exception of the section on compensation which was agreed by the parties to remain confidential) and a subsequent amendment thereto, are attached hereto and incorporated herein as Composite Exhibit “A.” 36. The Written Agreement was a valid written contract. [1380930/1] 737, Starting on or about December 5, 2006 and continuing thereafter, Plaintiff, RAH, and Defendant, IT, operated under the Written Agreement and Plaintiff, RAH, rendered professional services for Defendant, IT. 38. Plaintiff, RAH, furnished Invoices to Defendant, IT, over the course of Plaintiff, RAH, and Defendant, IT’s, Agreement. A copy of the Invoices are attached hereto and incorporated herein as Composite Exhibit “B.” 39, Defendant, IT, materially breached the Agreement and/or its subsequent promises to pay by failing to pay Plaintiff, RAH, for professional services provided for Defendant, IT. 40. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs. WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT Vit BREACH OF ORAL CONTRACT (IT) Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 14, as if fully set forth herein. 41. The Agreement was a valid oral contract. 42. Starting in January of 2009 and continuing thereafter, Plaintiff, RAH, and Defendant, IT, operated under the Agreement and Plaintiff, RAH, rendered professional services for Defendant, PICF. 43. Plaintiff, RAH, furnished Invoices to Defendant, IT, over the course of Plaintiff, RAH, and Defendant, IT’s, Agreement. A copy of the Invoices are attached hereto and [1380930/1] 8incorporated herein as Composite Exhibit “B.” 44, Defendant, IT, materially breached the Agreement by failing to pay Plaintiff, RAH, for professional services provided for Defendant, IT. 45. Plaintiff, RAH, has been damaged in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00), plus interest, attorneys’ fees and costs. WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT VII UNJUST ENRICHMENT (I Plaintiff, RAH, incorporates and realleges the allegations of paragraphs 1 through 7, 10- 14, as if fully set forth herein. 46, On or about January 2009 through September of 2009, Plaintiff, RAH, conferred the benefit of providing professional services for Defendant, IT. 47. Defendant, IT, had knowledge of the benefit conferred upon them as a result of the Invoices sent to them. 48. Defendant, IT, has accepted and retained the benefit of the professional services provided by Plaintiff, RAH. 49, As a result, it would be inequitable for Defendant, IT, to retain the benefit of the professional services provided by Plaintiff, RAH, without paying Plaintiff, RAH, the reasonable value of the professional services rendered. 50. In the event that Plaintiff, RAH, cannot prevail on the counts other than the instant count, Plaintiff, RAH, would have no adequate remedy at law. [1380930/1} 9WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT XI ACCOUNT STATED Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 13, as if fully set forth herein. 51. Before the institution of this action, Plaintiff, RAH, and Defendant, IT, had business transactions between them and Defendant, IT, agreed to the charges and balances resulting therefrom. 52. Plaintiff, RAH, rendered Invoices to Defendant, IT, and Defendant, IT, did not object to the Invoices. A copy of the Invoices are attached hereto and incorporated herein as Composite Exhibit “B.” 53, Defendant, IT, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as Composite Exhibit “B.” WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper. COUNT X OPEN ACCOUNT Plaintiff, RAH, adopts and realleges the allegations contained in paragraphs 1 through 14, [1380930/1] 10as if fully set forth herein, 54, Defendant, IT, owes Plaintiff, RAH, Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) pursuant to the Invoices attached hereto and incorporated herein as Composite Exhibit “B.” WHEREFORE, Plaintiff, RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A., demands judgment against Defendant IMAGING TEKNIX, LLC in the amount of Fifty-eight Thousand Three Hundred Six Dollars ($58,306.00) plus interest, attorneys’ fees, costs, and for such other and further relief as this Court deems just and proper, CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was furnished by E- mail to Craig A, Pugatch, Esquire, and George L, Zinkler, III, Rice Pugatch Robinson & Schiller, PA, 10! N.B. 3" Avenue, Suite 1800, Ft. Lauderdale, FL 33301, Primary Email: capugatch@rprslaw.com and gzinkler@rprslaw.com on. thisg2S" day of October, 2013, ZEBERSKY PAYNE, LLP Attorneys for Plaintiff 110 SE 6" Street, Suite 2150 Fort Lauderdale, FL 33301 Telephone: (954) 989-6333 Facsimile: (954) 989-7781 Primary Email; Tpayne@zpllp.com; LCohen@zplip.com Secondary Email; mguerrero@zpllp.com; soquendo@zpllp, coms Ieruz@zplscom a a a - 7 a By: TODD 8. PAYNE, ESQ, Fla, Bat No, 834520 LEE GILL COHEN, ESQ. Fla, Bar No, 825670 [1380930/1) 1ECCECRECCCCC EC CEC RC SCECECEL EEC EEE CEECECE ER HEC EE EE Contract between RADIOLOGY ASSOCIATES OF HOLLYWOOD, PA and IMAGING TEKNIX, LLC Composite Exhibit "A"w w PROFESSIONAL SERVICE AGREEMENT €ECEE fl. * This PROFESSIONAL SERVICE AGREEMENT (the “Agreement’) is entered into as of this) day of December, 2006, by and between, IMAGING TEKNIX, LLC, a Florida Limited Liability Corporation (hereinafter sw referred to as the “Partnership"), and Radiology Associates of Hollywood, PA (hereinafter referred to as “RAH"), ~ RECITALS: @ WHEREAS, RAH and the Partnership Intend to provide outpatient radiology imaging services (“Imaging Services") at a facility located at 3800 Johnson Street, Hollywood, Florida 33021 ( the "Radiology Facility”) during the term of this Agreement wv wand © WHEREAS, RAH is duly authorized and licensed to practice radiology In the state of Florida, and skilled in the 0 practice of radiology; Od ag and © WHEREAS, the Partnership has agreed to make available to RAH the Radiology Facllity, the MRI equipment, other radiological equipment and certain other services set forth herein, to enable RAH as an independent @ contractor basis to provide professional medical services for and on behalf of the Partnership, according to the wy terms of this Agreement, and RAH desires to accept such engagement. « NOW, THEREFORE, in consideration of the foregoing, and of the promises and mutual covenants contained ‘w herein, the parties hereto, intending to be legally bound hereby, agree as follows: oy w 1. Definitions ‘@(a) Agreement, The term “Agreement” shall mean this Professional Service Agreement and any w@ amendment(s) thereto as may be from time to time adopted as hereinafter provided, oo GPT, The term "GPT" shall mean Current Procedural Terminology. @(c) Facility Policies, The term “Facility Policies" shall mean the policies, practices, and procedures of the o Radiology Facllity applicable to the Partnership and RAH , as developed by the Partnership and i approved by RAH, : : w(d) MRI. Magnetic resonance Imaging diagnostic studies. (e) Radiology Facility. The term “Radiology Facility” shall mean the. Facility located at 3800 Johnson Street, Hollywood, Florida 33021, VTE] £€€ €€€€ CEPEC EECEECCECLCEECHCECECHEECEERC ECE EERE EC EEE EEE EEE E LEE EE w w oO S, The term “Radiology Services” shall mean physician radiology services, as defined hy State Law, Medicare Program Statutes, Rules and Regulations, and Facility Policies relating to duties in the Radiology Facility, as they relate to Patients of the Partnership, including without limitation, and if appropriate or necessary: (i) RAH will provide guidelines, including any contraindications to performing radiology examinations, to the technologists who will interview and screen the Patlents In order to determine medical problems, obtaining historles and making appropriate consultations with referring physicians to determine the method of performing the radlalagy procedures, Ifthe technologist is unsure or concerned about performing the radiology examination, the Patient will be rescheduled and the radiology examination will only be performed with the approval of RAH. (il) Directing of radiology procedures, including instructions to technologists in tegards to protocols or other assistants and prescribing variations in a diagnostic procedure. (lil) | Checking, in a timely manner, preliminary films and/or teleradiology images for screening (e.g. orbit) or when provided as part of ongoing service in advance of current Interpretation. (iv) Study and evaluation of evidence provided by the radiology diagnostic procedures, (v) Dictating consultative reports, (vl) Personal consultation with referring physicians, if available, regarding results of radiology diagnostic studies, The Partnership will provide contact information to RAH and secure the referring physician via a preferred method of communication. (vli) Interpretation of any radiology procedure that is within the ability of RAH. Non-Physician Personnel or Employees, The term “Non-Physician Personnel” or “Non-Physician, Employees” shall mean employees of the Partnership, if any, working in the Radiology facllity who do not provide physiclan services. It is anticipated that most non-physician employees who work at the Radiology Faellity will be the employees of the Partnership and will be available to RAH, pursuant to this agreement, The Partnership shall be responsible to RAH for providing such employees who are reasonably necessary to staff the Radlology Faellity. Patient(s), The term “Patient(s)" shall mean patients of the Partnership recelving care at the Radiology Facility; provided that the definition of the Patients shall be limited to their care received at the Radiology Facllity, Ms]CEEECECC CEC ECEECEC EEE EEC TERTCEEEE EEC EE EEE ER ECE EES {k) (a) w ww RAH, The term “RAH” shall mean any radiologist who is a partner or physician employee of Radiology Associates of Hollywood, PA and who meets the following: requirements: (i) pol a valid and unrestricted license to practice medicine in the State of lorida; (li) be Board Certified in Radiology; (ill) have a skill in procedures required In the dlagnosis and Interpretation of radiology examinations as determined by RAH; and (iv) Is eligible to be a provider in good standing withthe Medicare Program. State, The term “State” shall mean the State of Florida, Term, The term “Term” shall mean the time period provided for under this Agreement. Teun. This Agreement shall commence when a Certificate of Occupancy is Issued for the Radiology Facility and will terminate on July 31, 2009, There are no automatic renewals of this Agreement. Duties and Responsibilities of RAH, Provision of RAH, RAH employs radiologist physicians who are experienced in the practice of orthopedic radiology, neuroradiology, body imaging, breast imaging , nuclear studies, ultrasound imaging, CT (Computerized Tomography) imaging, MRI and MRA (as appropriate to the study ) as well as other radiological procedures and who Is Board Certified In radiology to provide professional radiology services for the Patients of the Partnership in accordance with the terms of the Agreement. Jn rendering professional radiology services hereunder, RAH shall provide such services in a competent and professional manner, consistent with currently accepted and approved methods and standards of the practice applicable to the practice of radiology In South Florida, and in compliance with applicable statutes, regulations, rules, and directives, Ordering of Studies, RAH has the right to refuse to perform or Interpret any studies of Patients that have not been recommended or ordered by individuals duly licensed by the State of Florida as Medical Doctors, Doctors of Osteopathy, Doctors of Chiropractic, Doctors of Podiatry, Dentists, or Dental Specialists including Oral Surgeons, PPTERC CECKCERCTC EL ECKEEEEEC EEE CE EEE EEE EEE EERE CLE EEE EE (c) (a) () ) Interpretation “ai? Stud les, RAH agrees to interpreiyjre studies, dictate reports, arrange transcription of the reports and transmit the reports to the Radiology Facility within twenty-four (24) hours after the study Is made available to RAH by the Partnership, excluding weekends and holidays. RAH will sign reports, but will have no responsibility for dissemination of the radiology reports to the referring physicians; provided, however, in the case of serious abnormal findings (in the Judgment of RAH) or stat request, he shall, only if the Partnership provides contact Information, notify the referring physician directly to discuss findings. If the Partnership doesn’t provide contact Information, RAH Is not responsible to notify referring physician. Transcription of Radiology Reports, RAH will be responsible for the expense of the transcriptionist during this Agreement and for any extensions of this Agreement. In the event that the Partnership purchases a voice recognition system, RAH has the option of using that voice recognition system at no cost to RAH. Protocols, RAH shall assist the Partnership in the development of information for appropriate Imaging protocols for radiology studies, RAH-Patient Relationships. (i) RAH shall be totally responsible for the manner and method by which professional radiologic medical services are provided to Patlents. (ll) The Partnership shail not Interfere with, control, direct, or supervise RAH, or the technologist providing professional radiologic medical services to the Patients at the Radiology Facility. (il) At no time shall the Partnership be compensated directly or indirectly for referring a Patient to RAH. (iv) Inno event shall the Partnership have any responsibility for the professional care and/or treatment of the Patients that are provided by RAH, nor shall the Partnership interfere with the right of RAH to recommend, or the right of the Patlent to choose, his medical services at any radiology facility. Professional Liability Insurance RAH shall comply with the laws of the state of Florida with regards to professional liabllity insurance, PACS System, RAH has the option to either use a PACS workstation located at the Radiology Facllity that is provided by the Partnership, or arrange, at his own expense, for telecommunication lines so that images can be sent from the Radiology Facility to a RAH PACS workstation offsite. RAH also has the option, at his own expense, of using the above telecommunication line to Interpret radiology Imaging studles performed at other facllitles while he is onsite at the Radiology Faellity, OTE£€@€C CCC ELEC EEC EE CES EEC EEEEEECE LEE EERE EEE EE HEE E ) 0) (b) Hours of Availability, RAH shall be available to reed studies of the Radiology Facility on Monday through Friday from 8:00 a.m. to 5:00 p.m. daily, excluding holidays, If the Partnership requires a stat interpretation of a study, the Partnership must notify RAH by 4:00 p.m, that weekday, and the study must be completed by 6:00 p.m. that day, RAH Is not obligated to interpret studies performed on Saturdays until the following Monday. Professional Presentations. RAH physician representatives agree to be present at quarterly professional presentations, made by the Partnership, at the Radiollogy Facility. Attendance by RAH physicians, for any additional professional presentations made by the Partnership, may occur by mutual consent of both parties to this Agreement. Assist Technologist. RAH shall assist technologists in screening of Patients scheduled for radiology exams at the Radiology Facility, and make recommendations and decisions related to appropriateness and safety of radiology exams for Patients. Medicare Billing Requirements, RAH shall not interpret any radiology exams for the Partnership until RAH has executed appropriate Medicare documents allowing the Partnership to be reimbursed by the Medicare program for the radiologic professional services rendered by RAH. Partnership will submit/prepare the appropriate documents for RAH execution, and RAH agrees to execute these documents in a timely manner, Completion. of Documentation. RAH shall promptly sign all reports of interpretations of radiolagy exams and such other documents which will allow the Partnership to bill for the professional and technical services rendered to Patients, RAH Onsite at Radiology Facility, RAH agrees to be onsite at the Radiology Facility for eight (8) hours per week, provided that there are at least eight (8) hours of radiologic procedures per week that are to be Interpreted by RAH. Any additional time onsite will depend upon the mutual agreement of RAH and the Partnership. Duties and Responsibilities of Partnership. Business Operations. The Partnership will be solely responsible for the business operation relating to the use of the Radiology Facility, and will supply or arrange for the services of such personnel who are necessary to provide administrative and non-medical services. Radiology Facility, The Partnership shall provide for the use of the Radiology Facility, and shall be responsible for repalrs and maintenance thereof, RTE]CECE ECTCEREECCEC EERE EECEC EEL EEE EEE EE EEE EEE EEE EE EE & () () (e) 0) w w Eurnishing Equipment. The Partnership shall provide for the use of all reasonable and necessary furnishings and medical equipment, inaluding a PACS workstation which equipment shall be maintained at the Radiology Facility by the Partnership in good operating condition as required on a day-to-day operation in the Radiology Faoility, insurance. The Partnership shall cause to be placed and kept In force such insurance coverages that the Partnership believes are necessary and desirable in connection with the operation of the Radiology Facility, Including appropriate workman's compensation insurance, general liability insurance, professional liability coverage for nurses and technologists, but excluding insurance covering professional malpractice of RAH, which will be obtained by and at the expense of RAH. Please see paragraph 3(g). Patient Records, Clinical Information and Delivary of Images. The Partnership shall make available to RAH, on a dally basis the following documents: referring physician orders; relevant clinical history of the Patients; technologists log and triage sheets; previous radiology films (that are available) on Patients; study images; and other documents as necessary. If RAH elects to interpret the above- described documents offsite, then RAH, at his own expense, shall provide for the telecommuniecation lines so that the above-described documents can be sent from the Radiology Facltity to RAH offsite. In that case, the Partnership shall send these documents electronically between the Radiology Facility and the RAH PACS workstation by an electronic upload, provided by the Partnership, to RAH so that RAH can provide professional radiologic services to Partnership in a timely manner. Occupational Licenses, The Partnership shall obtain any Occupational Licenses necessary for the RAH to practice medicine at the Radiology Facility, Reports, The Partnership shall disseminate reports to the referring physicians. HIPAA Compliance, The Partnership and RAH represent and warrant that they will agree to operate the Radiology Facllity In compliance with HIPAA regulations concerning security and confidentiality of protected health information. The Partnership will be responsible for providing a Medical Compliance Officer for the Radiology Facility. ryision, The Partnership operates the Radiology Facility as an Independent diagnostic testing facility. When the RAH Is not at the Radiology Facility, the Partnership agrees to provide any medical care to the Patient, unrelated to image Interpretation, In compliance with all regulatory standards, Technologists. The Partnership shall be responsible for the supervision of the technologists and other employees of the Radiology Facility, except that RAH will be responsible for professional supervision with regard to Pa cals.and exams. IlsCEEECRCECECECEC ERECT EEC EEE ELE ECE EEE ECE EEE EE EEE EE EEE k) a @) w @ @. The Partnership agrees to operate the Radiology Facility in comin with all applicable rules, regulations and statues, including OSHA, Professional Liability Insurance, The Partnership shall comply with the laws of the state of Florida with regards to professional liability insurance, Relationship of the Parties. ndependent Contracting Parties. Itis expressly acknowledged by the parties to this Agreement that RAH is an "Independent Contractor” of the Radiology Facility and the Partnership, and nothing in this Agreement Is intended, nor shall it be construed, to create an employer/employee, master/servant, principal/agent or joint venture relationship. The Partnership does not and shail not exercise control or direction of RAH, nor shall the Partnership be responsible over the manner or method by which RAH performs the radiologic professional services, which are the subject matter of this Agreement. However, the radiologic professional services to be provided hereunder by RAH shall be provided in a manner consistent with the medical standards governing such services and the provisions of this Agreement. RAH Benefits and Taxes. RAH hereby understands and agrees that: (i) The Partnership shall not withhold on behalf of RAH any sums for income tax, unemployment Insurance, social security, or any other tax or withholding, pursuant to any law required by any governmental body, relating to RAH. Nor shall the Partnership be responsible for any of the benefits afforded to employees of RAH; and (ii) All such payments, withholdings, and benefits, if any, are the sole responsibility of RAH. In the event that the Internal Revenue Service shall question or challenge the Independent Contractor's status of RAH, the parties hereto mutually agree that both the Partnership and RAH shall have the right to participate in any discussion or negotiation occurring with the Internal Revenue Service, Irrespective of whom such discussions or negotiations are initiated. Other Activities, The parties to this Agreement acknowledge that each has significant business activities unrelated to and in some Instances competitive with the Radiology Facility, and that such activities will continue. However RAH agrees that such other unrelated business activities shall not excuse the obligation of each party to fulfill its responsibilities hereunder. Alteration of Premises, RAH shall not make or suffer to ba made, any alterations to the premises of the Radiology Facility, or any part thereof, &€eC CC EKER CLEC ERCEECEE CREE EEE ERE EEE EEE ELC ECE EEE EEE w ww Equal Employment Opportunity. Without limitation of any provision herein set forth, RAH and the Partnership expressly agree to abide by any and all applicable Federal and/or State laws and regulations Including Equal Employment Opportunity Statutes, rules and regulations Including, without limitation, if applicable, Title VII of the Civil Rights Act of 1964, Equal Employment Opportunity Act of 1972, the Age and Discrimination Act of 1967, the Equal Pay Act of 1963, the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of1973, and Occupational Safety and Health Act of 1970, all as may be from time to time be modified or amended. Interpretation Of Radiology Studies And Procedures. RAH will have the obligation to provide interpretation of neuro, breast, orthopedic, body MRI and MRA studies as well as any other radiological studies, such as CT (Computerized Tomography) examinations, including angiography, colonography, and other CT exams, nuclear medicine exams, screening and diagnostic mammograms, sonograms and plain films (chest X-rays, KUB, etc). RAH will not be obligated to interpret any PET scan examinations, The Partnership agrees to provide computer alded detectlon (CAD) software for interpretation of mammograms. Compensation, (| CLTRE) =/ < 2 3 4 > ? 2 3 > 3 > 32 >3 >? a] 3 2 2 2 2 3 2 > > ? a ? 3 4 > 3 2 2 » : 2 > % a3 3 333 a3COCECECCEEL EEC ELLER EEC LCEC ELEC ECE EE CEE EEE EERE EEE 40. (0) & Time Share Agreements (Block Leasing). In the event that other physician(s) group(s), or other diagnostic facllities wish to use the Radidlogy Facility for Time Share arrangements, RAH has the opportunity to contract to provide professional services for interpreting radiology studles for such physiclan(s) group(s). Itis understood that any compensation to RAH for such studies Is the responsibility of the physiclan(s), group(s) or other diagnostic facility and not the Partnership, It ls also understood that these other physician(s), group(s) or other diagnostic facllities may decide to Interpret their own studies or contract with another tadiologist(s) to interpret these time share LH eT Yo 10CECT ESSEC ETEEERE EEE REEL EE EE EEERER ECL EE EEL EEE EE 44, (a) (co) 12, 13, Books, ulpment, ete, Maintenange of Records. RAH shall, In accordance with Radiology Facllity policies, cause to be promptly prepared and filed with the Partnership, any and all examinations, procedures, and other Radiology Services performed in the Radiology Facility for Patients of the Partnership, and shall provide to Partnership an accurate and complete file of all such reports and supporting documents, RAd's Property. All professional instruments, books, office equipment and other property furnished by RAH shall remain RAH’s property, Partnership Property. All Patient radiology films, computer images, and CD's shall remain the property of the Partnership, All equipment, supplies, samples, forms, reports, charts, logs, brochures, building information, policies and procedures, contracts or ahy other materials or information furnished to RAH by the Partnership are and shall remain the sole property of the Partnership. If the Partnership should request the return of such materials at any time during the terms of this Agreement, RAH shall immediately deliver the same to the Partnership. However, RAH shall have access to such reports and supportive documents as may be requested by him. Termination and Breach, Elther party may terminate this Agreement upon a breach by the other party of any of their obligations hereunder, The non-breaching party must first give the breaching party written notice of the breach, describing the nature of the breach, and the action necessary to cure the breach, If the breaching party falls to cure the breach within thirty (30) days of Its receipt of the notice, then this Agreement shall automatically terminate. Notwithstanding the above, a breach by any partner or physician employee of RAH of his obligation to maintain, or cause to be maintained, his medical license and professional liability insurance through RAH, must be cured immediately by RAH after its occurrence. That partner or physician employee shall not interpret any imaging examinations for the Partnership until the breach |s cured, Legislative and Other Limitations, In the event that there shall be any change in the Medicare law, regulations or general Instruotions (or application thereof), the Florida Physician Self Referral Act, or the regulations promulgated thereunder (or similar State or Federal legislation), adoption of new legislation applicable to this Agreement, or the initlation of an enforcement action with respect to litigation, legislation, regulations, or instructions applicable to this Agreement, any of which affects the legality of this Agreement, then both parties agree to negotiate in good faith to establish a bagis for redressing the illegality referred to herein. In the event that the parties cannot agree on such remedial changes, the party maintaining that this Agreement Is Illegal (the “terminating party") may give notice to the other party (the “non-terminating party”) only on the occurrence of the following; (i) that ithas received a final order of a Court or administrative agency of competent jurisdiction that the transactions contemplated by this Agreement are illegal; or (li) that it has (aor 44CECE ECE EEC ELC CEEETEE CE ERE EEEHREE LEC EEE LEE EE 14, 15. Cay ‘wo tecelved a written opinion from counsel with a recognized expertise In health care law, stating that the continuation of the transactions contemplated by this Agreement presents a material risk that Is more likely than to result in an indictment, imposition of a material civil sanction or any imposition of any criminal sanction against a party or {ts agent, partner or employee by reason of the illegality of the transactions contemplated by this Agreement, and that as a result of (1) or (il) it wishes to terminate this Agreement. A copy of such final order or opinion of counsel will be provided to both parties. If elther party claims attorney-client privilege, the other party will hold such information in strict confidence. This Agreement shall terminate and the parties shall have no further obligations to each other hereunder, except with regard to payment of any sums which have acerued or are due as of the date of termination of this Agreement. Billing and Collection. The Partnership Is responsible for billing Patients and third- party payors for both the professional and technical component of radiology services performed pursuant to this Agreement and In accordance with all relevant Federal, State, or Local agency requirements and any Medicare, Medicaid, or private payor requirements, The Partnership shall indemnify and hold RAH harmless for any and all damages, including legal fees and costs, it incurs as a result of any unlawful billing practice utilized by the Partnership. In the event the Partnership Is required to reimburse any third-party payors for tadlology services performed and described in this Section for unlawful billing practices that were elther; (i) caused by RAH or (il) beyond the reasonable control of either party, RAH agrees to relmburse the Partnership eighty dollars ($80.00) for each MRI non-contrast study done, as well as eighty dollars ($80.00) for MRI studies that are done with and without contrast. In addition, RAH agrees to reimburse the Partnership for any amount that RAH is compensated by the Partnership for interpretation of any other imaging studies. The Partnership shall provide RAH with a copy of any notice and/or demand for reimbursement, If RAH does not reimburse the Partnership within thirty (30) days of the notice and/or demand for reimbursement, the Partnership has the right to deduct such amounts from future payments made to RAH or demand immediate direct payment from RAH, Miscellaneous. Indulgences, Etc, Neither fallure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, temedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, temady, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence, No waiver shall be effective unlass It is in writing and Is signed by the party asserted to have granted such waiver, (WTS) 12CCC CECE EERE EC EEE ECE LE EERE CECE ECC E EERE EER EE (b) (c) (e) () ow w Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the state of Florida. Notices. All notices, requests, demands and other communications required or permitted under this Agreement shail be in writing and shall be deemed to have been duly made and received when personally delivered to the other party or upon actual receipt by the other party of the registered or certified mail receipt, postage prepaid recelpt, or return receipt requested, addressed as set forth below: (i) If to the Partnership: Herbert L. Shick, M.D. 4251 Mangrum Court Hollywood, Florida 33021 (ll) If to RAH: Radlology Assoclates of Hollywood, PA Attn, Dan Strub 9050 Pines Boulevard Suite 200 Pembroke Pines, Fl. 33024 Binding Nature of Agreement: No Assignment. This Agreement shall be binding upon and Inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided that, except as provided In Section 1(n) of this Agreement, no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto. Integration. The provisions of this Agreement incorporate all prior understandings and agreements between the parties whether oral or written. Execution of Counterparts. This Agreement shall be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same Instrument, This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signature of all of the parties reflected thereon as the signatories, Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered Invalid or unenforceable by virtue of the fact that for any reason, any other provision of this Agreement may be Invalid or unenforceable In er jn-pa fs 13EORCECECECEC EE ERC ECE EEEC EEL EEECEEC ECE EEE CELE CE EEE EE (h) 0) «) (m) w w Section Headings, The section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation, Gender. Ete, Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate, Regulatory Compliance. Since the value or cost of services provided under this Agreement may be ten-thousand ($10,000.00) dollars or more within a twelve-month (12) period, then to the extent that the cost of such services as reimbursed by the Medicare program exceeds this amount, RAH agrees to comply with the access to books, documents, and records of subcontractors provision of Section 952 of the Omnibus Budget Reconcillation Act of 1980 (PL96-499) and 42- CFR Part 420 Sub-part D Section 420.300 ET Seq. In accordance with these provisions, RAH will, upon proper written notice, allow the Controller General of the United States, the Secretary of Health and Human Services, and a duly authorized representative access to this Agreement and to RAH'S books, documents and records necessary to certify nature and extent of costs of Medicare reimbursable services provided under this Agreement, Such access will be allowed, upon request, until the expiration of six (6) years after the Medicare reimbursable services are furnished pursuant to this Agreement. If RAH carries out any other duties of this Agreement through a subcontractor with a related party with a value or cost of ten- thousand ($10,000.00) dollars or more over a twelve-month period, such subcontracts shall contain a clause which requires the subcontractor to comply with the above statues and regulations, Regulatory Provision. The parties to this Agreement expressly agree that nothing contained In this Agreement shall require elther party to refer or admit any Patients to or order any goods or services from the other. Notwithstanding any unanticipated effect of any provision of this Agreement, neither party will knowingly nor intentionally conduct himself or itself in such a manner as to violate the prohibitions against fraud and abuse In connection with the Medicare and Medicaid programs. Force Majeure, Neither party's employees, or any similar or dissimilar cause beyond the reasonable control of either party shall be llable nor deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service or equipment deemed resulting, directly or indirectly, from acts of God, olvil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, flood, failure of transportation, strikes or other work interruptions by elther party’s employees, or any similar or dissimilar cause beyond the reasonable control of either party. Amendments, Any amendments of this Agreement shall be In writing, and must be signed by both partles to be effective, [We] 14CEECREL EC ECE EEE CEE HERE EC EE EE ECE EC ECE EEE EEE EEE EEE w (us) (n) Assignment, (i) The Partnership may assign all or part of this Agreement to another entity or entities providing that these entities (or entity) remains, and continues to remain, under the control of Herbert L.. Shick, M.D. and/or Rolla Shick. (li) In the event that the Partnership assigns all or part of this Agreement to another entity or entities , as provided for In this subsection, there will not be any other changes in this Agreement, or in the assigned entity (or entities) without the written consent of both parties, (ii) Except as noted in the above paragraphs in this subsection, neither party may assign all or any part of this Agreement to any other person or entity without the written consent of the other party. (0) Entire Agreement. This Professional Service Agreement constitutes the entire Agreement between the parties with respect to the matters contained herein. No oral statements or p