Exhibit 10.53
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement ("Agreement") is entered into as of May 1,
2001 ("effective date") by and among RIVERHILL MRI SPECIALISTS, P.C. D/B/A
RIVERMED IMAGING, a New York professional association ("CLIENT") and FINANCIAL
SERVICES OF SOUTHWEST FLORIDA, INC, a Florida corporation ("FSS").
WITNESSETH:
WHEREAS, FSS is a Florida corporation that engages in the business of providing
management services for medical practices; and,
WHEREAS, CLIENT provides medical services in New York; and,
WHEREAS, CLIENT desires to enter into a written contract to secure from FSS
certain management services in connection with its operation of the medical
practice on the terms, provisions and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, CLIENT and FSS agree as follows:
1. BILLING AND COLLECTION SERVICES. FSS shall be responsible for all billing
and collection services relating to patient services performed by CLIENT in
Florida. FSS shall, therefore, perform all billing and collection services
in the ordinary course of its business. CLIENT shall fully cooperate with
FSS so that FSS may satisfactorily complete its responsibilities regarding
its billing and collection services. Additionally, FSS shall be required to
provide, on a monthly basis to CLIENT, a statement of the amounts billed
and collected from patients and Medicare, private insurance or other
third-party payers ("Billing And Collection Statement"), within fifteen
(15) days from the end of the month for the month for which said services
is applicable. The billing and collection services will include the
following:
a. Patient file maintenance, including without limitation, data entry and
transaction posting for all charges, adjustments and payments;
b. Reasonable follow-up activity regarding the billing for patients'
medical services;
c. Only when requested by CLIENT, referral to attorneys or other agents
of CLIENT's choice to initiate collection of unpaid patient charges
when said charges remain unpaid at least 120 days from the date of
billing;
d. Billing and Collection management reports;
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e. Deposit of all patient revenues collected by FSS on behalf of CLIENT
into CLIENT's bank account;
f. All software, including all upgrades, relevant to the billing and
collection services rendered by FSS for and on behalf of CLIENT;
Applicable computer equipment and software is covered by a separate
contract.
g. Provide FSS personnel, including data entry clerks and supervisors,
relative to the billing and collection services rendered by FSS for
and on behalf of CLIENT;
h. Set up and provide electronic billing to Medicare, as well as private
insurance or other third-party payors that may have such electronic
billing capabilities.
2. INDEMNIFICATION FOR CODING ERRORS. CLIENT shall indemnify, hold harmless
and defend FSS, its officers, directors, shareholders, employees, agents
and independent contractors (the "FSS Group") from and against any and all
liabilities, losses, damages, claims, causes of action and expense
(including reasonable attorneys' fees and disbursements (a "FSS Loss"),
caused or asserted to have been caused, directly or indirectly, by or as a
result of the CLIENT's coding of medical services performed by CLIENT and
billed or collected by FSS on behalf of CLIENT.
3. NO CLAIMS ASSERTED FOR YEAR 2000 EXTERNAL COMPUTER PROBLEMS. CLIENT agrees
claim or cause of action against the FSS Group for damages or losses caused
or asserted to have been caused, directly or indirectly, by or as a result
of year 2000 external computer problems that FSS has no control over and
may affect CLIENT's medical practice business operations.
4. OPERATING SERVICES. FSS shall provide reasonable management and
administrative services to CLIENT as required to permit the medical
practice of CLIENT to operate in a financially sound and fiscally
responsible manner, subject to the control and direction of CLIENT.
5. TERM. This Agreement shall commence effective on the date of execution
hereof and shall continue in effect for three (3) years. The Agreement
shall be extended automatically for five (5) successive annual terms unless
terminated earlier by written notice by CLIENT of its intent not to renew
the term of this Agreement. The provisions of each renewal term shall be
exactly the same as in the original term unless changed in writing by FSS
or CLIENT.
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6. COMPENSATION. As compensation for the management services not involving
capitation performed by FSS, CLIENT agrees to pay FSS Seven Percent (7%) of
the patient revenues collected by FSS for and on behalf of CLIENT in the
ordinary course of its business ("the Management Fees"). The Management
Fees shall be paid on a monthly basis, based upon the patient revenue
collected by FSS for the particular month and shall be payable by CLIENT to
FSS on or before the 15th day from the end of each month for which payment
is due.
7. CONFIDENTIALITY REGARDING TERMS OF THIS AGREEMENT. Neither FSS nor CLIENT
shall discuss the terms of this Agreement or any of CLIENT's confidential
information with any outside individuals or entities, and/or prospective
FSS clients except as required by government agency.
8. TERMINATION.
a. CLIENT may terminate this agreement if FSS defaults in the performance
of any material covenant, agreement, term or provision of this
Agreement;
b. FSS may terminate this Agreement if CLIENT defaults in the performance
of any material covenant, agreement, term or provision of this
Agreement;
c. Upon the occurrence of any of the foregoing, the non-defaulting party
shall be required to provide written notice to the defaulting party of
the particular event of default and the defaulting party shall
thereafter have ten (10) business days in which to cure said default
or if the defaulting party is unable to cure said default within said
ten (10) business day period, the defaulting party shall have an
additional ten (10) business days in which to take substantial steps
toward curing said default. If the defaulting party shall not have
cured said default or taken substantial steps in curing said default
within the additional ten (10) business day period, then at the option
of the non-defaulting party, and upon providing further written notice
to the defaulting party, this Agreement shall terminate as of the date
of said notice;
9. COVENANT NOT TO COMPETE.
a. During the term of this Agreement and for a period of two (2) years
thereafter, CLIENT shall not in any way solicit or otherwise contact
current or former employees of FSS for the purpose of inducing in any
way such employees to leave the employment of FSS; and,
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b. In the event of any covenant in this Covenant Not To Compete shall be
determined by a court of competent jurisdiction to be unenforceable by
reason of its geographic or temporal restrictions being too great, or
for any other reason, it shall be interpreted to extend over the
maximum geographic area, period of time, range of activities or other
restrictions as to which it may be enforceable.
10. SPECIFIC PERFORMANCE. The parties acknowledge that it would be difficult to
compensate FSS in damages for a breach of any covenant contained herein.
Accordingly, CLIENT hereby agrees that FSS shall be entitled to temporary
and permanent injunctive relief in order to enforce CLIENT's obligations
under the covenants set forth in this Agreement, and such relief may be
granted without the necessity of proving actual damages. FSS shall,
nevertheless, have the right to any other remedy available at law or in
equity in addition to its right to injunctive relief.
11. POWER OF ATTORNEY. CLIENT hereby designates, makes, constitutes and
appoints FSS (and all persons designated by FSS from time-to-time) for the
term of this Agreement, as CLIENTS's true and lawful attorney and
agent-infact, and FSS, and any agent of FSS, xxx without notice to CLIENT
execute, endorse, accept and deliver in the name of CLIENT, any and all
checks, orders, drafts or any other instrument evidencing the right to
payment and receive cash or any other form of payment in the name of, and
on behalf of, CLIENT and shall be, and hereby is, authorized to deposit any
and all funds collected in a deposit account for the benefit of CLIENT.
12. NOTICE. Any notice ("Notice") or other communication by either party to the
other party shall be in writing and shall be given by United States mail,
postage prepaid, registered or certified mail, or personal delivery as
follows:
To CLIENT Riverhill MRI Specialists, P.C.
D/B/A Rivermed Imaging
000 X. Xxxxxxxx
Xxxxxxx, XX 00000
To FSS: Financial Services Of Southwest Florida, Inc.
Attn: G. Xxxxx Xxxxxxxxx
0000 Xxxxxxxx Xxxx.
Xx. Xxxxx, XX 00000
Or such other address and to the attention of such other persons or officers as
either party may designate by Notice. In the event such mail or delivery is
refused by either party, the date of receipt of such mail or delivery shall
constitute the date of Notice.
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13. MODIFICATION. This Agreement represents the entire Agreement between
the parties with respect to the subject matter hereof and it
supercedes all prior oral or written agreement, understandings or
obligations. There are no oral understanding or obligations. There are
no understandings between the parties and this Agreement may not be
changed or modified except in a written document executed by all of
the parties hereto.
14. GOVERNING LAW. This Agreement shall be governed by the laws of the
State Of Florida and any proceedings under this Agreement shall take
place in Xxx County, Florida.
15. INDEPENDENT CONTRACTOR. FSS is retained by CLIENT only for the
purposes and to the extent set forth in this Agreement, and this
relationship with CLIENT during the term of this Agreement shall be
that of an independent contractor. FSS shall not be deemed an employee,
agent, partner, joint venturer, officer, principal, associate or other
representative of CLIENT. Each party hereto shall pay for all Social
Security, withholding tax, unemployment insurance, workers'
compensation insurance, and all other similar expenses with respect to
its own employees and will indemnify the other against all loss,
damage, expense, claims and liabilities resulting from the failure to
pay same. Additionally, as an independent contractor, FSS shall be free
to dispose of such portions of its entire time, energy and skill it is
not obligated to devote hereunder to CLIENT in such a manner to such
persons, corporations or other entities as it deems advisable.
16. BENEFITS. This Agreement shall be binding upon and inure to the
benefits of the parties and their respective successors and
permitted assigns.
17. ATTORNEY'S FEES. In the event that either party brings litigation to
enforce the terms of this Agreement, the prevailing party shall be
entitled to attorney's fees and expenses incurred at both trial and
appellate levels.
18. CAPACITY TO CONTRACT. The parties hereby represent that they have the
power and authority to enter this Agreement and the terms of this
Agreement shall be mutually binding.
19. FORCE MAJEURE. Neither party shall be liable nor deemed to be in
default for any delay or failure in performance under this Agreement
for interruption of service deemed resulting, directly or indirectly,
from acts of God, civil or military authority, acts of public enemy,
war, accidents, fire, explosions, earthquakes, floods, failure of
transportation, strikes or other work interruptions by either party's
employees or any similar or dissimilar cause beyond the reasonable
control of either party.
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IN WITNESS HEREOF, the CLIENT and FSS have caused this Agreement to be executed
by their duly authorized respective officers as of the Effective Date.
CLIENT:
/s/ Hugo Myslici
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Hugo Myslici
Vice President of Corporate Development
By: /s/ Hugo Myslici Title: Date: 04/24/01
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For Riverhill MRI Specialists, P.C.
D/B/A Rivermed Imaging
FSS:
/s/ G. Xxxxx Xxxxxxxxx
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G. Xxxxx Xxxxxxxxx
WITNESS: /s/ XXXXXX
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[ILLEGIBLE]
Date: 4/24/01
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