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Filing # 165593375 E-Filed 01/27/2023 10:02:35 AM
IN THE CIRCUIT COURT OF THE
NINTH JUDICIAL CIRCUIT, IN AND
FOR OSCEOLA COUNTY, FLORIDA
CASE NO.: 2021-CA-001958 MP
VIVIAN CORTEZ DOMINGUEZ,
Plaintiff,
vs.
JUAN JAVIER OMANA, M.D., FLORIDA
HOSPITAL MEDICAL GROUP d/b/a
ADVENTHEALTH MEDICAL GROUP
GENERAL SURGERY AT KISSIMMEE and
ADVENTIST HEALTH SYSTEM/SUNBELT,
INC. d/b/a ADVENTHEALTH KISSIMMEE,
Defendants.
___________________________________/
DEFENDANTS’ RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION TO
COMPEL DEFENDANTS’ COMPLETE AND UNREDACTED EMPLOYMENT
AGREEMENTS
Defendants, JUAN JAVIER OMANA, M.D., FLORIDA HOSPITAL MEDICAL
GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT
KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a
ADVENTHEALTH KISSIMMEE (“Defendants”), by and through the undersigned
attorneys, hereby file this Response in Opposition to Plaintiff’s Motion to Compel
Defendants’ Complete and Unredacted Employment Agreements, dated 11/02/2022
and state the following in support:
1. This is a medical malpractice claim wherein Plaintiff alleges Defendants
provided medical care and treatment which deviated from the standard of care.
Plaintiff’s Complaint, filed on 07/03/2021, alleges as a result of the malpractice, Plaintiff
has “suffered bodily injury and resulting pain and suffering, disability, disfigurement,
mental anguish, loss of capacity for the enjoyment of life, expense of hospitalization,
medical and nursing care and treatment, loss of earnings and loss of ability to earn
money.”
2. Plaintiff is attempting to hold both FLORIDA HOSPITAL MEDICAL
GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT
KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a
ADVENTHEALTH KISSIMMEE vicariously liable for the actions of Dr. Omana based on
theories of actual and apparent agency. Notably, there is no dispute that Dr. Omana
was an employee of FLORIDA HOSPITAL MEDICAL GROUP d/b/a ADVENTHEALTH
MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE, fact admitted in that
Defendant’s Answer and clearly shown in the employment agreement produced in this
case, which is attached to Plaintiff’s Motion to Compel, dated 11/02/2022, as Exhibit C.
3. Plaintiff received Dr. Juan Javier Omana’s employment agreement, the
document at issue, in presuit discovery on 03/17/2021. On 10/05/2021, Plaintiff filed
three Requests to Produce directed at Defendants, Dr. Juan Javier Omana,
AdventHealth General Surgery, and AdventHealth Kissimmee requesting any
employment contracts or agreements made between the Defendants. Defense counsel
objected due to irrelevancy and immateriality but referred Plaintiff to the contract with
financial information redacted which was previously provided on 03/17/2021, and
attached an additional copy. Over a year later, Plaintiff now seeks the unredacted
employment agreement(s) between Dr. Juan Javier Omana, AdventHealth General
Surgery, and AdventHealth Kissimmee.
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4. In Plaintiff’s Motion to Compel, Plaintiff claims that the complete and
unredacted documents are necessary “so that Plaintiff can meet her burden and show
the finder of fact by the greater weight of the evidence how much of Physician’s [Dr.
Juan Javier Omana’s] actual income was for services provided to Group [AdventHealth
General Surgery] versus Physician’s actual income for services provided to Hospital
[AdventHealth Kissimmee].” However, Plaintiff is not entitled to Dr. Juan Javier Omana’s
private financial information in order to compare income sources in an attempt to prove
actual or apparent agency. As stated previously, Defense counsel has only redacted the
private financial information of Dr. Juan Javier Omana from the provided employment
agreement. Plaintiff has ample resources and opportunity to attempt to prove actual or
apparent agency other than through disclosure of Dr. Juan Javier Omana’s private
financial information. More importantly, as is evident from the produced employment
agreement AdventHealth Kissimmee is not a party to the agreement, and Plaintiff
cannot point to a single provision in the agreement that indicates Dr. Omana receives
any income from AdventHealth Kissimmee.
5. In attempt to alleviate some of the concerns raised in Plaintiff’s Motion, the
undersigned sent correspondence dated 01/27/2023, a copy of which is attached as
Exhibit “A”, that directly addressed each of the items raised in Plaintiff’s Motion as being
“withheld” and not produced. Specifically, Plaintiff’s counsel has now been provided
with: (a) a less redacted version of this agreement; (b) correspondence confirming Dr.
Omana’s membership to the medical staff at the relevant time; and (c) the AdventHealth
Medical Staff Bylaws. Given the nature of Plaintiff’s Motion, a copy of this less redacted
employment agreement is also being attached as Exhibit “B”.
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6. As to Plaintiff’s request for a completely unredacted copy of the
employment agreement, in exercising its discretion to prevent injury through abuse of
the action or the discovery process within the action, trial courts are guided by the
principles of relevancy and practicality. Friedman v. Heart Inst. of Port St. Lucie, Inc.,
863 So. 2d 189, 194 (Fla. 2003). Clearly, "the disclosure of personal financial
information may cause irreparable harm to a person forced to disclose it, in a case in
which the information is not relevant." Straub v. Matte, 805 So. 2d 99, 100 (Fla. 4th DCA
2002); see also Mogul v. Mogul, 730 So. 2d 1287, 1290 (Fla. 5th DCA 1999). As noted
by the Florida Supreme Court, “As appropriate, the trial court may conduct an in-camera
inspection of the subject records. In that context, the trial court may balance (on an ad
hoc basis) 'the right to privacy and the right to know.'" Alterra Healthcare Corp. v. Estate
of Shelley, 827 So. 2d 936, 945-46 (Fla. 2002); (quoting Montana Human Rights Div. v.
City of Billings, 199 Mont. 434, 649 P.2d 1283, 1290 (Mont. 1982)); see also Pyszka,
Kessler, Massey, Weldon, Catri, Holton & Douberley, P.A. v. Mullin, 602 So. 2d 955,
955 (Fla. 3d DCA 1991).
7. Certainly, the substance of the Florida Rules of Civil Procedure,
buttressed by litigant-protecting caselaw, strikes the proper balance between allowing
appropriate discovery and protecting litigants' privacy and equitable interests. Friedman,
863 So. 2d at 194. While the general rule in Florida is that personal financial information
is ordinarily discoverable only in aid of execution after judgment has been entered, see
Gruman v. Bankers Trust Co., 379 So. 2d 658, 659 (Fla. 3d DCA 1980); Cooper v.
Fulton, 117 So. 2d 33, 35-36 (Fla. 3d DCA 1960), where materials sought by a party
"would appear to be relevant to the subject matter of the pending action," the
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information is fully discoverable. Epstein v. Epstein, 519 So. 2d 1042, 1043 (Fla. 3d
DCA 1988). A party's finances, if relevant to the disputed issues of the underlying
action, are not excepted from discovery under this rule of relevancy, and courts will
compel production of personal financial documents and information if shown to be
relevant by the requesting party. See id.; Jacobs v. Jacobs, 50 So. 2d 169, 173 (Fla.
1951); Florida Gaming Corp. of Delaware v. American Jai-Alai, Inc., 673 So. 2d 523,
524 (Fla. 4th DCA 1996) ("[T]he financial information at issue was relevant to the
calculation of damages under the breach of contract count. Discovery of these matters
was proper."); Citibank, N.A. v. Plapinger, 461 So. 2d 1027, 1027 (Fla. 3d DCA 1985);
Ashcraft v. Harvey, 315 So. 2d 530, 531 (Fla. 4th DCA 1975).
8. Accordingly, Plaintiff’s Motion to Compel Defendants’ Complete and
Unredacted Employment Agreements should be denied and Plaintiff’s counsel estopped
from further attempts to discover private financial information from Dr. Juan Javier
Omana. Disclosure of a doctor’s financial income would cause irreparable harm to both
parties to his employment contract, and there is no relevance to the specific earnings of
Dr. Omana. In the unlikely event that this Court determines that Dr. Juan Javier
Omana’s specific financial information is potentially relevant, then Defendants request
an in-camera inspection of the subject records in order to balance on an ad hoc basis
the right to privacy and the right to know.
WHEREFORE, Defendants JUAN JAVIER OMANA, M.D., FLORIDA HOSPITAL
MEDICAL GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY
AT KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a
ADVENTHEALTH KISSIMMEE respectfully request that this Court deny Plaintiff’s
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Motion to Compel Defendants’ Complete and Unredacted Employment Agreements and
deny Plaintiff’s requested award of attorney’s fees and costs.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on January 27, 2023, the foregoing was filed with the
Florida Court Efiling Portal which will provide eservice to the following: PETE
PLACENCIA, ESQ. Law Offices of Pete Placencia, PL, 11329 Little Road, New Port
Richey, FL 34654 efile@sunshinejustice.com.
s/CLAYTON M. WILLIAMS
CLAYTON M. WILLIAMS
Florida Bar No.: 092603
DINELIA A. CONCEPCION
Florida Bar No.: 104953
Primary Email: cmw@eifg-law.com
dac@eifg-law.com
Secondary Email: smh@eifg-law.com
da@eifg-law.com
cf@eifg-law.com
ESTES, INGRAM, FOELS & GIBBS, P.A.
2600 Lake Lucien Drive, Suite 330
Maitland, FL 32751
(407) 481-9449
Attorneys for JUAN J. OMANA, M.D.,
FLORIDA HOSPITAL MEDICAL GROUP,
INC. d/b/a ADVENTHEALTH MEDICAL
GROUP GENERAL SURGERY AT
KISSIMMEE and ADVENTIST HEALTH
SYSTEM/SUNBELT, INC. d/b/a
ADVENTHEALTH KISSIMMEE
6
ESTES, INGRAM, FOELS & GIBBS, P.A.
ATTORNEYS AT LAW
2600 Lake Lucien Drive, Suite 330, Maitland, FL 32751
Telephone: 407-481-9449
Fax: 407-481-2199
Clayton M. Williams
cmw@eifg-law.com
January 27, 2023
VIA EMAIL
Pete Placencia
Law Offices of Pete Placencia, PL
11329 Little Road
New Port Richey, FL 34654
Re: Vivian Cortez Dominguez v. Juan J. Omana, M.D., AdventHealth Medical
Group General Surgery at Kissimmee and AdventHealth Kissimmee
Our File No.: 110-1552
Dear Mr. Placencia:
Ms. Concepcion is currently in trial, so I am writing in her absence to avoid further delay
in advance of the upcoming hearing on your Motion to Compel the complete and
unredacted employment agreements. Although I disagree with merits of your motion, in
attempt to resolve some of the issues raised in Plaintiff’s Motion, I am sending you the
following documents, even though they are not necessarily responsive to any previous
Request to Produce filed by Plaintiff. Please be advised that Defendants maintain their
previously stated objections and specifically object to and deny your claim that you are
entitled information regarding the specific financial earnings of Dr. Omana.
Included with this letter are the following:
1) A less redacted Employment Agreement between Florida Hospital Medical Group,
Inc. and Dr. Omana. This is the same agreement that was previously produced
on 03/17/2021, but some of the previous redactions have been removed.
2) Correspondence dated 05/02/2018 confirming Dr. Omana’s reappointment to the
medical staff of Florida Hospital. Paragraph 15 of Plaintiff’s Motion to Compel
seeks a “membership agreement”, which does not exist. However the 05/02/2018
correspondence is the document that confirms Dr. Omana’s membership on the
medical staff.
3) Copy of the AdventHealth Medical Staff Bylaws, which is being produced in
response to the request in Paragraph 27 of Plaintiff’s Motion to Compel for a
“Medical Staff Agreement”
Paragraph 13 of Plaintiff’s Motion to Compel references a need for an “acceptance”
between Dr. Omana and the AHS Liability Trust. Please be advised, there is no such
written agreement or documentation responsive to your request. However, on
Exhibit A
Pete Placencia
Law Offices of Pete Placencia, PL
January 27, 2023
Page 2
03/17/2021, you were provided with a Certificate of Coverage showing Dr. Omana’s
coverage through the AHS Liability Trust, so that serves as evidence that Dr. Omana was
“accepted” for coverage under that Trust.
Paragraph 19 of Plaintiff’s Motion to Compel seeks a “Participation Agreement”, but no
such document exists.
Paragraph 22 of Plaintiff’s Motion to Compel seeks a “Position Description”. To date, no
such document has been located by Defendants. In the event said “Position Description”
is located, that will immediately be produced.
Likewise, the two travel reimbursement policies that were in effect in December 2017,
which are requested in Paragraph 25 of Plaintiff’s Motion to Compel, have not been
located by Defendants but will be produced immediately if those documents are located.
If you have any additional questions or concerns, I am available to speak on this issue in
advance of next week’s hearing, in the event Ms. Concepcion is still in trial and
unavailable to address this issue with you.
Sincerely,
Clayton M. Williams
(Signed electronically to avoid delay)
F:\Co ncepci on/Sign atu re.b mp
CMW:cf
Exhibit A
EMPLOYMENT AGREEMENT
This Employment Agreement (the ““Agreement”) entered into and effective this day of
April, 2012 by and between FLORIDA HOSPITAL MEDICAL GROUP, INC., a non-profit
Florida corporation with offices located at 900 Winderley Place, Suite 1400, Maitland, Florida,
(hereinafter referred to as “Medical Group”), and JUAN J. OMANA, MD, (hereinafter referred
to as the "Physician"), (Medical Group and Physician are referred to collectively as the "Parties".
WITNESSETH
WHEREAS, Physician is a doctor of medicine, having received a medical degree from
Universidad de Montemorelos, Montemorelos, Nuevo Leon, Mexico in 2004;
WHEREAS, Physician will complete a residency in general surgery at Montefiore Medical
Center, Bronx, New York in 2012, is board eligible in general surgery, and will obtain and
maintain an unrestricted license to practice medicine in the State of Florida;
WHEREAS, Medical Group has entered into a Participation Agreement with the Florida Hospital
Healthcare System, Inc.;
WHEREAS, Medical Group is affiliated with Adventist Health System Sunbelt Healthcare
Corporation, a Florida non-profit corporation (Adventist Health System Sunbelt Healthcare
Corporation and its related and affiliated entities are collectively referred to as “AHS”), and its
purpose is to serve the medical needs of all patients in need of medical care regardless of race,
creed, religion, national origin, sex or ability to pay;
WHEREAS, President shall mean Bryan Stiltz, or his successor;
WHEREAS, Program Compensation Committee shall mean the Board of Directors of Medical
Group or a committee appointed by the Board;
Exhibit B
WHEREAS, Medical Group employs and otherwise contracts with primary and specialty
physicians to ensure that adequate professional medical services are available in its service
region; and
WHEREAS, there are an insufficient number of general surgeons to meet the current and future
needs of Medical Group's service area.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, agreements and
obligations herein stated, it is now mutually agreed by and among the Parties hereto as follows:
ARTICLE I
Physician Responsibilities
1.1 Engagement. Medical Group agrees to employ the Physician and the Physician agrees to
accept employment with Medical Group to perform those duties and assume those related
responsibilities described in this Agreement, effective as of July 1, 2012 (the
“Commencement Date”).
1.2 Physician Qualifications. Physician agrees, and it is an express condition of this
Agreement, as further described in Article VII, 7.20 below, that he will at all times during
the existence of the Agreement be duly licensed to practice medicine in the State of
Florida; be board certified in his specialty (or eligible to obtain & maintain board
certification); be eligible to participate as a provider in the Medicare and Medicaid
programs (including any successor to either); and an active (or provisional active) or
community outpatient staff member in good standing on the Medical Staff of Florida
Hospital with all privileges and responsibilities accorded such membership. The
Physician shall at all times hold unrestricted federal and state authorizations to prescribe,
dispense, and administer prescription drugs. Proof of state license and DEA certificate
shall be submitted to Medical Group at least thirty (30) days prior to the Commencement
Employment Agreement — Juan J. Omana, MD 2
Exhibit B
Date of this Agreement. The Physician agrees, and it is an express condition of this
Agreement, that he will at all times be a participating provider in Florida Hospital
Healthcare System, Inc. This Agreement shall be contingent upon Physician's
maintenance of each of the qualifications set forth herein, and upon Physician’s failure to
do so, Medical Group may terminate the Physician's employment in accordance with the
provisions of Section 6.2.2.2 of this Agreement.
1.3 Duties of Physician. During the term of employment under this Agreement, Medical
Group agrees to employ Physician full-time to carry out the clinical and administrative
duties set forth herein. In order to accomplish this result, Physician shall exert his best
efforts and devote substantially all of his professional time and attention to the practice of
medicine as called for under the terms of this Agreement (“Regular Full-Time Hours”)
rendering direct patient care (or available in the Office and/or Hospital to provide direct
patient care). Physician shall be scheduled to provide Regular Full-Time Hours between
Monday and Friday during the term of this Agreement except for excused absences. In
addition to the weekly Regular Full-Time Hours, the Physician shall be expected to
provide call coverage required to ensure that patients receiving care through the Office
receive appropriate care. Emergency Room call coverage, which may be imposed as a
condition of the Physician’s medical staff membership at a facility, shall be in addition to
the call coverage imposed by this Agreement. Compensation for call coverage
(regardless of whether imposed by this Agreement or the Bylaws of a facility) is included
in the Wages due the Physician pursuant to Section 3.1.1. Other than as specified herein,
the Physician shall not accept an engagement to provide medical or consulting (including
marketing, retention as an expert witness) services, whether as an employee, partner,
associate, shareholder, independent contractor, or in any other capacity indirectly or
directly without the written consent of Medical Group or their designee, which consent
shall not be unreasonably withheld.
The Physician shall have the following duties:
Employment Agreement ~ Juan J. Omana, MD 3
Exhibit B
1.3.1 Office Practice. The Physician shall establish an Office practice wherein he
(and others), will provide general surgery services (referred to herein as
“Office”). The Office shall be designated and provided by Medical Group. The
primary location of practice shall be at , Kissimmee, Florida.
The Physician shall be in complete charge of all aspects of his medical practice
that relate directly to providing medical care to his patients. Medical services
shall be rendered in accordance with the professional and ethical standards of
the medical community in which the Physician practices. Physician’s duties, as
a part of the Office practice, shall include:
1.3.2 Professional Services. Medical treatment of patients which shall include
individuals who are referred to the Physician by Medical Group, private-pay
patients, managed-care patients, and such other individuals as may present
themselves from time to time for treatment and who are accepted asa patient of
the Office. No individual will be rejected as a patient of the Office (i) provided
that Physician shall not be required to provide medical treatment to any person
whose treatment has been terminated by Physician prior to the date of this
Agreement unless such person is a member in good standing in a managed care
program for which the Office is a provider, or (ii) unless such individual fails
to pay for services rendered and refuses to complete or has refused to complete
in the past, a Financial Assistance Application (or similar information return)
required by the Office, or (iii) unless, in the professional opinion of the
Physician, Physician does not possess the requisite skills to diagnose and/or
treat the patient, or (iv) if the patient has refused or refuses to participate or
otherwise cooperate in the plan of care previously recommended by the
Physician, in which event the Physician shall treat the patient until alternative
arrangements can be made to have the patient transferred to another physician.
Employment Agreement — Juan J. Omana, MD 4
Exhibit B
(1) Patients. Subject to the provisions of Section 1.3.2, Medical Group
reserves the right to determine who will be accepted as a patient of the
Office.
(2) Policies and Procedures. Other than policies and procedures related to
providing professional services that are within the sole discretion of the
Physician, Medical Group, after obtaining the Physician’s input, shall
have the authority to establish from time to time operating policies and
procedures for the Office.
(3) Medical Records and Reports. In order to ensure timely filing with
third-party payors, Physician shall complete and execute and/or
maintain accurate, complete and up-to-date medical records, charts and
reports (including related dictation) for all patients treated by Physician.
Further, Physician shall complete necessary forms to facilitate billing
for services rendered and such other forms as may be reasonably
requested by Medical Group. For practice operational and financial
reporting purposes, Physician must understand the necessity of
forwarding all complete and accurate billable charges to billing
personnel within no more than five (5) business days of seeing a
patient. All such records shall be the property of Medical Group. In
addition, the Physician shall comply with all applicable laws and
regulations concerning the confidentiality of medical records and
medical information. Notwithstanding anything in this Agreement to
the contrary, (i) in the event Physicians fails to complete the
documentation required hereunder or (ii) fails to complete the dictation
necessary for Medical Group to complete its billing functions or
necessary to maintain accurate, complete, and up-to-date medical
records, charts and reports, and said failure continues for a period of
fourteen (14) days after Physician sees a particular patient, Medical
Group, may in its sole discretion, place Physician on leave without pay
Employment Agreement — Juan J. Omana, MD 5
Exhibit B
until such date that said documentation and/or dictation is completed
and brought current by Physician. If this Agreement is terminated prior
to documentation being completed, Physician must complete
documentation and shall have access to the necessary records for that
purpose. Medical Group may withhold any final payment owed
Physician pending completion of records, in accordance with applicable
law.
(4) Payor Contracts and Agreements, Physician shall participate in all
payor contracts assigned by Medical Group or FHHS. All provider
contracts, whether executed under Medical Group’s group agreement or
executed individually on behalf of Medical Group by Physician, shall
remain the property of Medical Group and shall not be assigned to the
Physician upon the termination, expiration or non-renewal of this
Agreement.
(5) Affiliations. Physician shall maintain his membership in all medical
and professional organizations to which he currently belongs, subject to
the limitations as addressed in Section 3.2.7. Physician shall maintain
ethical and professional standards of applicable national, state and local
medical societies and licensing agencies.
(6) Annual Review. Physician agrees to assist annually in Medical Group’s
review of Office practices and objectives in order to determine
compliance with applicable standards and to make recommendations to
Medical Group as appropriate.
(7) Patient Rights. Physician shall cooperate with Medical Group, and
office staff in advising each individual at the time the individual
requests to becomea patient of the Office as to (i) the Physician’s
affiliation with Medical Group; and (ii) the right of the patient should
Employment Agreement — Juan J. Omana, MD 6
Exhibit B
the need arise to receive outpatient and/or inpatient services from a
health care facility other than through facilities and providers affiliated
with Medical Group and the consequences, if any, of such election (e.g.,
managed care programs will require patients to remit a higher
deductible/co-payment if the patient desires to use an out of network
provider or facility).
1.4 Scheduling. Medical Group, at its sole option, shall ensure that there are qualified
physicians who are available to provide medical services at the Office during any
approved absence of the Physician (i.e., defined as those days in which the Physician is
not assigned to provide medical services at the Office [e.g., personal leave days,
continuing medical education, etc.]). The Physician shall use his best efforts to arrange
for night and weekend call coverage during any approved absence.
1.5 Billing. The Physician agrees that Medical Group shall have the sole right to bill
patients or responsible third-party payors including Medicare and Medicaid for
professional services rendered by Physician in accordance with this Agreement, and that
all fees collected for such services shall be the property of Medical Group. The Physician
shall cooperate with Medical Group's billing personnel in providing the information
necessary for identification of services and procedures performed by the Physician, to
facilitate prompt and accurate billing for services rendered by Physician. Physician shall
be subject to Medical Group guidelines relating to professional and courtesy discounts,
including statutory and payor requirements regarding the processing of co-pays and
deductible amounts.
Physician further agrees to participate, if eligible, in the ARRA Incentive Program for
Meaningful Use of a Physician Practice EHR (“EHR Program”), and in recognition that
Medical Group has expended substantial funding for development of the EHR Program
and is entitled to receive physician incentive payments to offset costs incurred, Physician
and Medical Group agree that this provision (Section 1.5) of the Agreement providing for
Employment Agreement — Juan J. Omana, MD 7
Exhibit B
assignment to Medical Group for all payments received for services performed by
Physician shall be understood to also include incentive payments received in connection
with use of the EHR Program.
1.6 AHS Standards. Physician understands that Medical Group is affiliated with AHS, and
as such operates to further the health ministry of the Seventh-day Adventist Church.
Physician acknowledges the unique church-related policies and procedures of Medical
Group and, in recognition of these policies and procedures, agrees to:
a) Cooperate with Medical Group in the pursuit of their overall program to achieve
excellence in health care;
b) Recognize the health principles of the Seventh-day Adventist Church and, in the
discharge of his responsibilities hereunder, support such principles to the extent
that they are consistent with said responsibilities; and
(c) Respect the policies and procedures of Medical Group relating to the keeping of
the seventh day of the week as the Sabbath from sundown Friday to sundown
Saturday evening, and as a result of this observance, modify his professional
services to the extent that only emergency and urgent-type patients or procedures
are handled during those hours. Physician, under the policies and procedures of
Medical Group, and having agreed to abide by it, is to make the final decision as
to what constitutes an emergency. The emotional well-being of the patient is to be
considered in that decision. It is understood that on this basis, Physician will
support and cooperate with Medical Group and respond to patient and other
physician requests in his practice.
1.7. Directed Referral of Office Patients. In recognition of the Participation Agreement
entered into between Medical Group and the Florida Hospital Healthcare System, Medical
Group will exercise reasonable efforts to help ensure that patients receiving care through the
Employment Agreement — Juan J. Omana, MD 8
Exhibit B
Office Practice have access to the services and programs provided through Florida Hospital
and Selected Providers. For purposes of this agreement, "Selected Providers" shall mean all
Florida Hospital campuses and those specialists and other providers that primarily utilize
Florida Hospital and its affiliates. In keeping with this affiliation commitment, patients will
be referred to Florida Hospital facilities and Selected Providers in the manner described
hereinafter.
Subject to the limitations set forth below, Medical Group retains the right to select and
approve both organizations and individual providers (“Selected Providers’) from which
Office patients will receive medical care/supplies that cannot otherwise be personally
provided by the Physician or the Office staff (collectively “Non-Office Medical
Services”). For purposes of this Agreement, each of the following shall constitute an
“Exception:” (i) the patient independently (without input from the Physician) selects the
provider from which he will receive Non-Office Medical Services; (ii) the patient’s payor
or other third party responsible in whole or in part for payment on behalf of the patient
precludes the provider from furnishing Non-Office Medical Services to the patient; or
(iii) the referral is not in the patient’s best medical interests in the Physician’s judgment.
The President or his designee shall meet with the Physician to discuss services offered by
the Selected Providers and to answer any questions that the Physician may have as to
qualifications and ability to service on a timely basis Office patients. Physician agrees to
share with the Medical Director any concerns that he may have as to any Selected
Provider and/or offer recommendations as to any other organization/individual that
should be granted Selected Provider status.
ARTICLE II
Responsibilities of Medical Group
2.1 Office Premises. Medical Group shall, in consultation with Physician, provide suitable
office space of a reasonable size for the Physician wherein he can undertake his
administrative and professional duties as required by this Agreement.
Employment Agreement — Juan J. Omana, MD 9
Exhibit B
2.2. Office Employees. Medical Group shall be responsible for retaining and scheduling
services of qualified personnel as may be deemed reasonably necessary to provide
medical and administrative duties at the Office. Medical Group shall, with consultation
from physician, recruit, train, promote, direct, supervise and terminate the employment of
personnel as needed for the efficient operation of the Office. Personnel furnished
pursuant to this Agreement shall be employees of Medical Group, and may be terminated
or reassigned by Medical Group any time on its own, or upon the reasonable request of
Physician.
2.3. Office Supplies. Medical Group shall also provide and maintain on the premises all
medical and other supplies and expendable items necessary for Physician to provide
normal and customary medical services under this Agreement.
2.4 Billing. Medical Group shall determine the fees to be charged Office patients treated by
the Physician and shall render statements for professional services performed for the
patients and shall otherwise be responsible for billing and collecting sums due. All sums
remitted to Medical Group (or by mistake to the Physician) by any patient or by an entity
in the way of fees or otherwise for patient care rendered by the Physician to Office
patients shall be and remain the property of Medical Group and shall be included in
Medical Group's income.
ARTICLE III
Compensation
3.1 Compensation. The Physician will receive compensation for services rendered pursuant
to this Agreement as set forth below:
3.1.1 Base Salary. Because it is not practically possible to predict the volume of
professional services rendered by the Physician during the terms of this
Agreement, Medical Group in consideration of Physician assigning fees remitted
for medical services rendered by Physician to patients (both Hospital inpatients
Employment Agreement — Juan J. Omana, MD 10
Exhibit B
and outpatients as well as patients treated at other facilities whereat Physician
maintains clinical privileges) hereby agrees to remit to the Physician a Base Salary
ES»2201< in
twenty-six (26) equal (or as equal as practical) biweekly installments of||
eCS
Physician’s compensation and productivity shall be reviewed within thirty (30)
days of June 30 and December 31 of each calendar year (or initial prorated period
from the Commencement Date) per the formula in the attached Schedule 3.1.1 and
Physician’s compensation shall increase or decrease semi-annually based upon the
Compensation Formula in Schedule 3.1.1. However, in no event shall Physician’s
compensation decrease below the yearly Base Salary rate until after the end of the
twenty-fourth (24"") month, as per the Compensation Formula.
3.1.2 Maximum Compensation. In no event shall the Physician be entitled to receive
annual compensation (i.e., Annual Salary plus any Additional Compensation) in a
sum in excess of the 90" percentile for compensation listed for Physician’s
specialty in the current MGMA Physician Compensation and Productivity Survey,
for services rendered pursuant to this Agreement. The provisions of Section 3.1.2
shall not be interpreted as precluding the Physician and Medical Group from
entering into a separate agreement for services not covered by this Agreement.
3.1.3 Suspension from Employment and Annual Salary. During any period of time in
which this Agreement is in effect and the Physician fails (i) to meet each and
every qualification specified in Section 1.2 of this Agreement or (ii) to provide
professional services in accordance with the schedule as assigned by Medical
Group from time to time in accordance with the provisions of Section 1.3 of this
Agreement, Medical Group shall be entitled to suspend Physician from duties and
withhold, during such period of suspension, the pro rata sum due the Physician
pursuant to Section 3.1.1.
Employment Agreement — Juan J. Omana, MD 11
Exhibit B
3.2. Benefits. Physician shall be entitled to the following benefits:
3.2.1 Professional Liability Coverage. Medical Group shall maintain professional
liability coverage for Physician with minimum limits of $250,000 per loss and
$750,000 per annual aggregate, which shall cover services provided by the
Physician pursuant to this Agreement regardless of when the claim is brought.
Physician shall provide documentation in the form of an Extended Reporting
Endorsement (tail coverage) for prior acts related to his previous employment
outside Medical Group.
3.2.2 Continuing Medical Education Allowance. Annually, Medical Group shall
authorize [ES 1:
calendar year for expenses associated with attending accredited continuing
medical education seminars. In addition, Physician shall be given J paid
days per year to attend approved continuing education activities, which shall not
be subject to accumulation, and which are in addition to the regular personal
leave days off provided annually.
3.2.3. Personal Leave Days. For each full calendar year this Agreement is in effect,
Physician shall be entitled 1 ‘“PLD’s” (Personal Leave
Days), which will include vacation days, holidays, sick days and other personal
time off. The PLDs shall be based upon Regular Full-Time Hours, including
regularly scheduled weekend hours, and shall be subject to the policy entitled
“Personal Leave Days for Providers” contained in Medical Group’s policy and
procedure manual, which policy may be amended from time to time. PLDs are not
charged whena Physician is on call over an official designated holiday.
3.2.4 Health Insurance. Medical Group shall provide a single policy (or a family policy
when dependents meet eligibility requirements for the health plan) for health
insurance (participation in the Health Care Benefit Plan sponsored by Adventist
Employment Agreement — Juan J. Omana, MD 12
Exhibit B
Health System Sunbelt Healthcare Corporation or Medical Group shall be deemed
the equivalent of a health insurance policy). Not less frequently than annually, the
Physician (which includes claims of family dependents) shall be entitled to
receive from Medical Group GD of that portion of any
eligible medical, dental, and optical insurance claim, including eligible co-
payment(s), which was not paid in full by the Plan, subject to a maximum
reimbursement of (is
per year, and further subject to Medical Group’s Enhanced Health Benefit Policy,
which may be amended from time to time.
3.2.5 Life Insurance. Medical Group shall provide term life insurance in the face
amount of the lesser of: Physician's guaranteed Annual Salary or
Ren. The Physician may purchase
additional coverage in accordance with Medical Group policies.
3.2.6 Disability Insurance. Medical Group shall provide a disability policy which shall
insure the Physician in the event of a "disability," as that term is defined in the
policy. Benefits derived under the policy shall provide for an annual payment of
up to PY of the Physician's Annual Salary subject to a cap of
en per month. Additional
coverage may be obtained in accordance with Medical Group policies.
3.2.7 License and Membership Fees. For each full calendar year, Medical Group shall,
on behalf of Physician, remit all fees necessary to maintain Physician's license to
practice medicine in the State of Florida together with such membership fees for
professional organizations related to the Physician's medical practice, which
collectively shall not exceed ss
a. No more than one (1) year's dues shall be paid at any one time in any
one year.
Employment Agreement — Juan J. Omana, MD 13
Exhibit B
3.2.8 Retirement Plan. The Physician shall be entitled to participate in the Adventist
Healthcare Retirement Plan (AHRP) on the terms and conditions of the Plan as it
may be amended from time to time.
3.2.9 Leave of Absence. Physician may apply for or be placed on leave of absence by
Medical Group for the treatment of any illness, injury or medical condition,
whether occurring on or off the job, and for maternity and military reserve duty.
The eligibility requirements and procedures for these leaves are outlined in
Medical Group’s Administrative Policy and Procedure Manual.
Physician’s rights under all of the plans governing the above benefits shall be as set forth in and
subject to the terms and conditions of such plans. The above lists all plans to which Physician
shall be eligible, subject to the terms of those plans. No provision of any plan document, policy
or other instrument indicating that Physician might be eligible for employee coverage under any
benefit plan other than plans specified above shall have any effect as to Physician.
3.3. Bonus. For entering into this Agreement, Physician will receive a Bonus of
Dn. Within sixty (60) days prior to the
Commencement Date of this Agreement and upon execution of a promissory note
(Schedule 3.3), Physician shall be entitled to receive seventy percent (70%) of the Bonus,
with the remainder of the Bonus remitted through regularly scheduled payroll within
thirty (30) days after the date Physician commences employment with Medical Group.
The Bonus will be subject to repayment as secured by a Promissory Note, Schedule 3.3
attached hereto and incorporated herein, such obligation to be forgiven in accordance
with the Amortization Period set forth in the Promissory Note.
3.4 Relocation Reimbursement. Medical Group shall reimburse Physician for approved
relocation and moving expenses up to a maximum of iis
WE. The reimbursement will be paid to Physician through regular payroll, in the
first full payroll period following the receipt of all original relocation and moving
Employment Agreement — Juan J. Omana, MD 14
Exhibit B
receipts. At Medical Group’s discretion, the approved relocation expenses may be paid
by Medical Group directly to the moving company; however, the amount paid shall not
exceed the amount set forth herein. The amount of the Relocation Reimbursement will
be amortized on a monthly basis over the first twenty-four (24) months of Physician’s
Employment Agreement. If termination occurs within the first twenty-four (24) months,
then Physician will repay Medical Group the amount of any unamortized portion of the
Relocation Reimbursement.
ARTICLE IV
Mutual Cooperation
The Parties to this Agreement shall cooperate with each other in good
Preview
Filing # 165593375 E-Filed 01/27/2023 10:02:35 AM IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT, IN AND FOR OSCEOLA COUNTY, FLORIDA CASE NO.: 2021-CA-001958 MP VIVIAN CORTEZ DOMINGUEZ, Plaintiff, vs. JUAN JAVIER OMANA, M.D., FLORIDA HOSPITAL MEDICAL GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a ADVENTHEALTH KISSIMMEE, Defendants. ___________________________________/ DEFENDANTS’ RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION TO COMPEL DEFENDANTS’ COMPLETE AND UNREDACTED EMPLOYMENT AGREEMENTS Defendants, JUAN JAVIER OMANA, M.D., FLORIDA HOSPITAL MEDICAL GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a ADVENTHEALTH KISSIMMEE (“Defendants”), by and through the undersigned attorneys, hereby file this Response in Opposition to Plaintiff’s Motion to Compel Defendants’ Complete and Unredacted Employment Agreements, dated 11/02/2022 and state the following in support: 1. This is a medical malpractice claim wherein Plaintiff alleges Defendants provided medical care and treatment which deviated from the standard of care. Plaintiff’s Complaint, filed on 07/03/2021, alleges as a result of the malpractice, Plaintiff has “suffered bodily injury and resulting pain and suffering, disability, disfigurement, mental anguish, loss of capacity for the enjoyment of life, expense of hospitalization, medical and nursing care and treatment, loss of earnings and loss of ability to earn money.” 2. Plaintiff is attempting to hold both FLORIDA HOSPITAL MEDICAL GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a ADVENTHEALTH KISSIMMEE vicariously liable for the actions of Dr. Omana based on theories of actual and apparent agency. Notably, there is no dispute that Dr. Omana was an employee of FLORIDA HOSPITAL MEDICAL GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE, fact admitted in that Defendant’s Answer and clearly shown in the employment agreement produced in this case, which is attached to Plaintiff’s Motion to Compel, dated 11/02/2022, as Exhibit C. 3. Plaintiff received Dr. Juan Javier Omana’s employment agreement, the document at issue, in presuit discovery on 03/17/2021. On 10/05/2021, Plaintiff filed three Requests to Produce directed at Defendants, Dr. Juan Javier Omana, AdventHealth General Surgery, and AdventHealth Kissimmee requesting any employment contracts or agreements made between the Defendants. Defense counsel objected due to irrelevancy and immateriality but referred Plaintiff to the contract with financial information redacted which was previously provided on 03/17/2021, and attached an additional copy. Over a year later, Plaintiff now seeks the unredacted employment agreement(s) between Dr. Juan Javier Omana, AdventHealth General Surgery, and AdventHealth Kissimmee. 2 4. In Plaintiff’s Motion to Compel, Plaintiff claims that the complete and unredacted documents are necessary “so that Plaintiff can meet her burden and show the finder of fact by the greater weight of the evidence how much of Physician’s [Dr. Juan Javier Omana’s] actual income was for services provided to Group [AdventHealth General Surgery] versus Physician’s actual income for services provided to Hospital [AdventHealth Kissimmee].” However, Plaintiff is not entitled to Dr. Juan Javier Omana’s private financial information in order to compare income sources in an attempt to prove actual or apparent agency. As stated previously, Defense counsel has only redacted the private financial information of Dr. Juan Javier Omana from the provided employment agreement. Plaintiff has ample resources and opportunity to attempt to prove actual or apparent agency other than through disclosure of Dr. Juan Javier Omana’s private financial information. More importantly, as is evident from the produced employment agreement AdventHealth Kissimmee is not a party to the agreement, and Plaintiff cannot point to a single provision in the agreement that indicates Dr. Omana receives any income from AdventHealth Kissimmee. 5. In attempt to alleviate some of the concerns raised in Plaintiff’s Motion, the undersigned sent correspondence dated 01/27/2023, a copy of which is attached as Exhibit “A”, that directly addressed each of the items raised in Plaintiff’s Motion as being “withheld” and not produced. Specifically, Plaintiff’s counsel has now been provided with: (a) a less redacted version of this agreement; (b) correspondence confirming Dr. Omana’s membership to the medical staff at the relevant time; and (c) the AdventHealth Medical Staff Bylaws. Given the nature of Plaintiff’s Motion, a copy of this less redacted employment agreement is also being attached as Exhibit “B”. 3 6. As to Plaintiff’s request for a completely unredacted copy of the employment agreement, in exercising its discretion to prevent injury through abuse of the action or the discovery process within the action, trial courts are guided by the principles of relevancy and practicality. Friedman v. Heart Inst. of Port St. Lucie, Inc., 863 So. 2d 189, 194 (Fla. 2003). Clearly, "the disclosure of personal financial information may cause irreparable harm to a person forced to disclose it, in a case in which the information is not relevant." Straub v. Matte, 805 So. 2d 99, 100 (Fla. 4th DCA 2002); see also Mogul v. Mogul, 730 So. 2d 1287, 1290 (Fla. 5th DCA 1999). As noted by the Florida Supreme Court, “As appropriate, the trial court may conduct an in-camera inspection of the subject records. In that context, the trial court may balance (on an ad hoc basis) 'the right to privacy and the right to know.'" Alterra Healthcare Corp. v. Estate of Shelley, 827 So. 2d 936, 945-46 (Fla. 2002); (quoting Montana Human Rights Div. v. City of Billings, 199 Mont. 434, 649 P.2d 1283, 1290 (Mont. 1982)); see also Pyszka, Kessler, Massey, Weldon, Catri, Holton & Douberley, P.A. v. Mullin, 602 So. 2d 955, 955 (Fla. 3d DCA 1991). 7. Certainly, the substance of the Florida Rules of Civil Procedure, buttressed by litigant-protecting caselaw, strikes the proper balance between allowing appropriate discovery and protecting litigants' privacy and equitable interests. Friedman, 863 So. 2d at 194. While the general rule in Florida is that personal financial information is ordinarily discoverable only in aid of execution after judgment has been entered, see Gruman v. Bankers Trust Co., 379 So. 2d 658, 659 (Fla. 3d DCA 1980); Cooper v. Fulton, 117 So. 2d 33, 35-36 (Fla. 3d DCA 1960), where materials sought by a party "would appear to be relevant to the subject matter of the pending action," the 4 information is fully discoverable. Epstein v. Epstein, 519 So. 2d 1042, 1043 (Fla. 3d DCA 1988). A party's finances, if relevant to the disputed issues of the underlying action, are not excepted from discovery under this rule of relevancy, and courts will compel production of personal financial documents and information if shown to be relevant by the requesting party. See id.; Jacobs v. Jacobs, 50 So. 2d 169, 173 (Fla. 1951); Florida Gaming Corp. of Delaware v. American Jai-Alai, Inc., 673 So. 2d 523, 524 (Fla. 4th DCA 1996) ("[T]he financial information at issue was relevant to the calculation of damages under the breach of contract count. Discovery of these matters was proper."); Citibank, N.A. v. Plapinger, 461 So. 2d 1027, 1027 (Fla. 3d DCA 1985); Ashcraft v. Harvey, 315 So. 2d 530, 531 (Fla. 4th DCA 1975). 8. Accordingly, Plaintiff’s Motion to Compel Defendants’ Complete and Unredacted Employment Agreements should be denied and Plaintiff’s counsel estopped from further attempts to discover private financial information from Dr. Juan Javier Omana. Disclosure of a doctor’s financial income would cause irreparable harm to both parties to his employment contract, and there is no relevance to the specific earnings of Dr. Omana. In the unlikely event that this Court determines that Dr. Juan Javier Omana’s specific financial information is potentially relevant, then Defendants request an in-camera inspection of the subject records in order to balance on an ad hoc basis the right to privacy and the right to know. WHEREFORE, Defendants JUAN JAVIER OMANA, M.D., FLORIDA HOSPITAL MEDICAL GROUP d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a ADVENTHEALTH KISSIMMEE respectfully request that this Court deny Plaintiff’s 5 Motion to Compel Defendants’ Complete and Unredacted Employment Agreements and deny Plaintiff’s requested award of attorney’s fees and costs. CERTIFICATE OF SERVICE I HEREBY CERTIFY that on January 27, 2023, the foregoing was filed with the Florida Court Efiling Portal which will provide eservice to the following: PETE PLACENCIA, ESQ. Law Offices of Pete Placencia, PL, 11329 Little Road, New Port Richey, FL 34654 efile@sunshinejustice.com. s/CLAYTON M. WILLIAMS CLAYTON M. WILLIAMS Florida Bar No.: 092603 DINELIA A. CONCEPCION Florida Bar No.: 104953 Primary Email: cmw@eifg-law.com dac@eifg-law.com Secondary Email: smh@eifg-law.com da@eifg-law.com cf@eifg-law.com ESTES, INGRAM, FOELS & GIBBS, P.A. 2600 Lake Lucien Drive, Suite 330 Maitland, FL 32751 (407) 481-9449 Attorneys for JUAN J. OMANA, M.D., FLORIDA HOSPITAL MEDICAL GROUP, INC. d/b/a ADVENTHEALTH MEDICAL GROUP GENERAL SURGERY AT KISSIMMEE and ADVENTIST HEALTH SYSTEM/SUNBELT, INC. d/b/a ADVENTHEALTH KISSIMMEE 6 ESTES, INGRAM, FOELS & GIBBS, P.A. ATTORNEYS AT LAW 2600 Lake Lucien Drive, Suite 330, Maitland, FL 32751 Telephone: 407-481-9449 Fax: 407-481-2199 Clayton M. Williams cmw@eifg-law.com January 27, 2023 VIA EMAIL Pete Placencia Law Offices of Pete Placencia, PL 11329 Little Road New Port Richey, FL 34654 Re: Vivian Cortez Dominguez v. Juan J. Omana, M.D., AdventHealth Medical Group General Surgery at Kissimmee and AdventHealth Kissimmee Our File No.: 110-1552 Dear Mr. Placencia: Ms. Concepcion is currently in trial, so I am writing in her absence to avoid further delay in advance of the upcoming hearing on your Motion to Compel the complete and unredacted employment agreements. Although I disagree with merits of your motion, in attempt to resolve some of the issues raised in Plaintiff’s Motion, I am sending you the following documents, even though they are not necessarily responsive to any previous Request to Produce filed by Plaintiff. Please be advised that Defendants maintain their previously stated objections and specifically object to and deny your claim that you are entitled information regarding the specific financial earnings of Dr. Omana. Included with this letter are the following: 1) A less redacted Employment Agreement between Florida Hospital Medical Group, Inc. and Dr. Omana. This is the same agreement that was previously produced on 03/17/2021, but some of the previous redactions have been removed. 2) Correspondence dated 05/02/2018 confirming Dr. Omana’s reappointment to the medical staff of Florida Hospital. Paragraph 15 of Plaintiff’s Motion to Compel seeks a “membership agreement”, which does not exist. However the 05/02/2018 correspondence is the document that confirms Dr. Omana’s membership on the medical staff. 3) Copy of the AdventHealth Medical Staff Bylaws, which is being produced in response to the request in Paragraph 27 of Plaintiff’s Motion to Compel for a “Medical Staff Agreement” Paragraph 13 of Plaintiff’s Motion to Compel references a need for an “acceptance” between Dr. Omana and the AHS Liability Trust. Please be advised, there is no such written agreement or documentation responsive to your request. However, on Exhibit A Pete Placencia Law Offices of Pete Placencia, PL January 27, 2023 Page 2 03/17/2021, you were provided with a Certificate of Coverage showing Dr. Omana’s coverage through the AHS Liability Trust, so that serves as evidence that Dr. Omana was “accepted” for coverage under that Trust. Paragraph 19 of Plaintiff’s Motion to Compel seeks a “Participation Agreement”, but no such document exists. Paragraph 22 of Plaintiff’s Motion to Compel seeks a “Position Description”. To date, no such document has been located by Defendants. In the event said “Position Description” is located, that will immediately be produced. Likewise, the two travel reimbursement policies that were in effect in December 2017, which are requested in Paragraph 25 of Plaintiff’s Motion to Compel, have not been located by Defendants but will be produced immediately if those documents are located. If you have any additional questions or concerns, I am available to speak on this issue in advance of next week’s hearing, in the event Ms. Concepcion is still in trial and unavailable to address this issue with you. Sincerely, Clayton M. Williams (Signed electronically to avoid delay) F:\Co ncepci on/Sign atu re.b mp CMW:cf Exhibit A EMPLOYMENT AGREEMENT This Employment Agreement (the ““Agreement”) entered into and effective this day of April, 2012 by and between FLORIDA HOSPITAL MEDICAL GROUP, INC., a non-profit Florida corporation with offices located at 900 Winderley Place, Suite 1400, Maitland, Florida, (hereinafter referred to as “Medical Group”), and JUAN J. OMANA, MD, (hereinafter referred to as the "Physician"), (Medical Group and Physician are referred to collectively as the "Parties". WITNESSETH WHEREAS, Physician is a doctor of medicine, having received a medical degree from Universidad de Montemorelos, Montemorelos, Nuevo Leon, Mexico in 2004; WHEREAS, Physician will complete a residency in general surgery at Montefiore Medical Center, Bronx, New York in 2012, is board eligible in general surgery, and will obtain and maintain an unrestricted license to practice medicine in the State of Florida; WHEREAS, Medical Group has entered into a Participation Agreement with the Florida Hospital Healthcare System, Inc.; WHEREAS, Medical Group is affiliated with Adventist Health System Sunbelt Healthcare Corporation, a Florida non-profit corporation (Adventist Health System Sunbelt Healthcare Corporation and its related and affiliated entities are collectively referred to as “AHS”), and its purpose is to serve the medical needs of all patients in need of medical care regardless of race, creed, religion, national origin, sex or ability to pay; WHEREAS, President shall mean Bryan Stiltz, or his successor; WHEREAS, Program Compensation Committee shall mean the Board of Directors of Medical Group or a committee appointed by the Board; Exhibit B WHEREAS, Medical Group employs and otherwise contracts with primary and specialty physicians to ensure that adequate professional medical services are available in its service region; and WHEREAS, there are an insufficient number of general surgeons to meet the current and future needs of Medical Group's service area. NOW, THEREFORE, in consideration of the terms, conditions, covenants, agreements and obligations herein stated, it is now mutually agreed by and among the Parties hereto as follows: ARTICLE I Physician Responsibilities 1.1 Engagement. Medical Group agrees to employ the Physician and the Physician agrees to accept employment with Medical Group to perform those duties and assume those related responsibilities described in this Agreement, effective as of July 1, 2012 (the “Commencement Date”). 1.2 Physician Qualifications. Physician agrees, and it is an express condition of this Agreement, as further described in Article VII, 7.20 below, that he will at all times during the existence of the Agreement be duly licensed to practice medicine in the State of Florida; be board certified in his specialty (or eligible to obtain & maintain board certification); be eligible to participate as a provider in the Medicare and Medicaid programs (including any successor to either); and an active (or provisional active) or community outpatient staff member in good standing on the Medical Staff of Florida Hospital with all privileges and responsibilities accorded such membership. The Physician shall at all times hold unrestricted federal and state authorizations to prescribe, dispense, and administer prescription drugs. Proof of state license and DEA certificate shall be submitted to Medical Group at least thirty (30) days prior to the Commencement Employment Agreement — Juan J. Omana, MD 2 Exhibit B Date of this Agreement. The Physician agrees, and it is an express condition of this Agreement, that he will at all times be a participating provider in Florida Hospital Healthcare System, Inc. This Agreement shall be contingent upon Physician's maintenance of each of the qualifications set forth herein, and upon Physician’s failure to do so, Medical Group may terminate the Physician's employment in accordance with the provisions of Section 6.2.2.2 of this Agreement. 1.3 Duties of Physician. During the term of employment under this Agreement, Medical Group agrees to employ Physician full-time to carry out the clinical and administrative duties set forth herein. In order to accomplish this result, Physician shall exert his best efforts and devote substantially all of his professional time and attention to the practice of medicine as called for under the terms of this Agreement (“Regular Full-Time Hours”) rendering direct patient care (or available in the Office and/or Hospital to provide direct patient care). Physician shall be scheduled to provide Regular Full-Time Hours between Monday and Friday during the term of this Agreement except for excused absences. In addition to the weekly Regular Full-Time Hours, the Physician shall be expected to provide call coverage required to ensure that patients receiving care through the Office receive appropriate care. Emergency Room call coverage, which may be imposed as a condition of the Physician’s medical staff membership at a facility, shall be in addition to the call coverage imposed by this Agreement. Compensation for call coverage (regardless of whether imposed by this Agreement or the Bylaws of a facility) is included in the Wages due the Physician pursuant to Section 3.1.1. Other than as specified herein, the Physician shall not accept an engagement to provide medical or consulting (including marketing, retention as an expert witness) services, whether as an employee, partner, associate, shareholder, independent contractor, or in any other capacity indirectly or directly without the written consent of Medical Group or their designee, which consent shall not be unreasonably withheld. The Physician shall have the following duties: Employment Agreement ~ Juan J. Omana, MD 3 Exhibit B 1.3.1 Office Practice. The Physician shall establish an Office practice wherein he (and others), will provide general surgery services (referred to herein as “Office”). The Office shall be designated and provided by Medical Group. The primary location of practice shall be at , Kissimmee, Florida. The Physician shall be in complete charge of all aspects of his medical practice that relate directly to providing medical care to his patients. Medical services shall be rendered in accordance with the professional and ethical standards of the medical community in which the Physician practices. Physician’s duties, as a part of the Office practice, shall include: 1.3.2 Professional Services. Medical treatment of patients which shall include individuals who are referred to the Physician by Medical Group, private-pay patients, managed-care patients, and such other individuals as may present themselves from time to time for treatment and who are accepted asa patient of the Office. No individual will be rejected as a patient of the Office (i) provided that Physician shall not be required to provide medical treatment to any person whose treatment has been terminated by Physician prior to the date of this Agreement unless such person is a member in good standing in a managed care program for which the Office is a provider, or (ii) unless such individual fails to pay for services rendered and refuses to complete or has refused to complete in the past, a Financial Assistance Application (or similar information return) required by the Office, or (iii) unless, in the professional opinion of the Physician, Physician does not possess the requisite skills to diagnose and/or treat the patient, or (iv) if the patient has refused or refuses to participate or otherwise cooperate in the plan of care previously recommended by the Physician, in which event the Physician shall treat the patient until alternative arrangements can be made to have the patient transferred to another physician. Employment Agreement — Juan J. Omana, MD 4 Exhibit B (1) Patients. Subject to the provisions of Section 1.3.2, Medical Group reserves the right to determine who will be accepted as a patient of the Office. (2) Policies and Procedures. Other than policies and procedures related to providing professional services that are within the sole discretion of the Physician, Medical Group, after obtaining the Physician’s input, shall have the authority to establish from time to time operating policies and procedures for the Office. (3) Medical Records and Reports. In order to ensure timely filing with third-party payors, Physician shall complete and execute and/or maintain accurate, complete and up-to-date medical records, charts and reports (including related dictation) for all patients treated by Physician. Further, Physician shall complete necessary forms to facilitate billing for services rendered and such other forms as may be reasonably requested by Medical Group. For practice operational and financial reporting purposes, Physician must understand the necessity of forwarding all complete and accurate billable charges to billing personnel within no more than five (5) business days of seeing a patient. All such records shall be the property of Medical Group. In addition, the Physician shall comply with all applicable laws and regulations concerning the confidentiality of medical records and medical information. Notwithstanding anything in this Agreement to the contrary, (i) in the event Physicians fails to complete the documentation required hereunder or (ii) fails to complete the dictation necessary for Medical Group to complete its billing functions or necessary to maintain accurate, complete, and up-to-date medical records, charts and reports, and said failure continues for a period of fourteen (14) days after Physician sees a particular patient, Medical Group, may in its sole discretion, place Physician on leave without pay Employment Agreement — Juan J. Omana, MD 5 Exhibit B until such date that said documentation and/or dictation is completed and brought current by Physician. If this Agreement is terminated prior to documentation being completed, Physician must complete documentation and shall have access to the necessary records for that purpose. Medical Group may withhold any final payment owed Physician pending completion of records, in accordance with applicable law. (4) Payor Contracts and Agreements, Physician shall participate in all payor contracts assigned by Medical Group or FHHS. All provider contracts, whether executed under Medical Group’s group agreement or executed individually on behalf of Medical Group by Physician, shall remain the property of Medical Group and shall not be assigned to the Physician upon the termination, expiration or non-renewal of this Agreement. (5) Affiliations. Physician shall maintain his membership in all medical and professional organizations to which he currently belongs, subject to the limitations as addressed in Section 3.2.7. Physician shall maintain ethical and professional standards of applicable national, state and local medical societies and licensing agencies. (6) Annual Review. Physician agrees to assist annually in Medical Group’s review of Office practices and objectives in order to determine compliance with applicable standards and to make recommendations to Medical Group as appropriate. (7) Patient Rights. Physician shall cooperate with Medical Group, and office staff in advising each individual at the time the individual requests to becomea patient of the Office as to (i) the Physician’s affiliation with Medical Group; and (ii) the right of the patient should Employment Agreement — Juan J. Omana, MD 6 Exhibit B the need arise to receive outpatient and/or inpatient services from a health care facility other than through facilities and providers affiliated with Medical Group and the consequences, if any, of such election (e.g., managed care programs will require patients to remit a higher deductible/co-payment if the patient desires to use an out of network provider or facility). 1.4 Scheduling. Medical Group, at its sole option, shall ensure that there are qualified physicians who are available to provide medical services at the Office during any approved absence of the Physician (i.e., defined as those days in which the Physician is not assigned to provide medical services at the Office [e.g., personal leave days, continuing medical education, etc.]). The Physician shall use his best efforts to arrange for night and weekend call coverage during any approved absence. 1.5 Billing. The Physician agrees that Medical Group shall have the sole right to bill patients or responsible third-party payors including Medicare and Medicaid for professional services rendered by Physician in accordance with this Agreement, and that all fees collected for such services shall be the property of Medical Group. The Physician shall cooperate with Medical Group's billing personnel in providing the information necessary for identification of services and procedures performed by the Physician, to facilitate prompt and accurate billing for services rendered by Physician. Physician shall be subject to Medical Group guidelines relating to professional and courtesy discounts, including statutory and payor requirements regarding the processing of co-pays and deductible amounts. Physician further agrees to participate, if eligible, in the ARRA Incentive Program for Meaningful Use of a Physician Practice EHR (“EHR Program”), and in recognition that Medical Group has expended substantial funding for development of the EHR Program and is entitled to receive physician incentive payments to offset costs incurred, Physician and Medical Group agree that this provision (Section 1.5) of the Agreement providing for Employment Agreement — Juan J. Omana, MD 7 Exhibit B assignment to Medical Group for all payments received for services performed by Physician shall be understood to also include incentive payments received in connection with use of the EHR Program. 1.6 AHS Standards. Physician understands that Medical Group is affiliated with AHS, and as such operates to further the health ministry of the Seventh-day Adventist Church. Physician acknowledges the unique church-related policies and procedures of Medical Group and, in recognition of these policies and procedures, agrees to: a) Cooperate with Medical Group in the pursuit of their overall program to achieve excellence in health care; b) Recognize the health principles of the Seventh-day Adventist Church and, in the discharge of his responsibilities hereunder, support such principles to the extent that they are consistent with said responsibilities; and (c) Respect the policies and procedures of Medical Group relating to the keeping of the seventh day of the week as the Sabbath from sundown Friday to sundown Saturday evening, and as a result of this observance, modify his professional services to the extent that only emergency and urgent-type patients or procedures are handled during those hours. Physician, under the policies and procedures of Medical Group, and having agreed to abide by it, is to make the final decision as to what constitutes an emergency. The emotional well-being of the patient is to be considered in that decision. It is understood that on this basis, Physician will support and cooperate with Medical Group and respond to patient and other physician requests in his practice. 1.7. Directed Referral of Office Patients. In recognition of the Participation Agreement entered into between Medical Group and the Florida Hospital Healthcare System, Medical Group will exercise reasonable efforts to help ensure that patients receiving care through the Employment Agreement — Juan J. Omana, MD 8 Exhibit B Office Practice have access to the services and programs provided through Florida Hospital and Selected Providers. For purposes of this agreement, "Selected Providers" shall mean all Florida Hospital campuses and those specialists and other providers that primarily utilize Florida Hospital and its affiliates. In keeping with this affiliation commitment, patients will be referred to Florida Hospital facilities and Selected Providers in the manner described hereinafter. Subject to the limitations set forth below, Medical Group retains the right to select and approve both organizations and individual providers (“Selected Providers’) from which Office patients will receive medical care/supplies that cannot otherwise be personally provided by the Physician or the Office staff (collectively “Non-Office Medical Services”). For purposes of this Agreement, each of the following shall constitute an “Exception:” (i) the patient independently (without input from the Physician) selects the provider from which he will receive Non-Office Medical Services; (ii) the patient’s payor or other third party responsible in whole or in part for payment on behalf of the patient precludes the provider from furnishing Non-Office Medical Services to the patient; or (iii) the referral is not in the patient’s best medical interests in the Physician’s judgment. The President or his designee shall meet with the Physician to discuss services offered by the Selected Providers and to answer any questions that the Physician may have as to qualifications and ability to service on a timely basis Office patients. Physician agrees to share with the Medical Director any concerns that he may have as to any Selected Provider and/or offer recommendations as to any other organization/individual that should be granted Selected Provider status. ARTICLE II Responsibilities of Medical Group 2.1 Office Premises. Medical Group shall, in consultation with Physician, provide suitable office space of a reasonable size for the Physician wherein he can undertake his administrative and professional duties as required by this Agreement. Employment Agreement — Juan J. Omana, MD 9 Exhibit B 2.2. Office Employees. Medical Group shall be responsible for retaining and scheduling services of qualified personnel as may be deemed reasonably necessary to provide medical and administrative duties at the Office. Medical Group shall, with consultation from physician, recruit, train, promote, direct, supervise and terminate the employment of personnel as needed for the efficient operation of the Office. Personnel furnished pursuant to this Agreement shall be employees of Medical Group, and may be terminated or reassigned by Medical Group any time on its own, or upon the reasonable request of Physician. 2.3. Office Supplies. Medical Group shall also provide and maintain on the premises all medical and other supplies and expendable items necessary for Physician to provide normal and customary medical services under this Agreement. 2.4 Billing. Medical Group shall determine the fees to be charged Office patients treated by the Physician and shall render statements for professional services performed for the patients and shall otherwise be responsible for billing and collecting sums due. All sums remitted to Medical Group (or by mistake to the Physician) by any patient or by an entity in the way of fees or otherwise for patient care rendered by the Physician to Office patients shall be and remain the property of Medical Group and shall be included in Medical Group's income. ARTICLE III Compensation 3.1 Compensation. The Physician will receive compensation for services rendered pursuant to this Agreement as set forth below: 3.1.1 Base Salary. Because it is not practically possible to predict the volume of professional services rendered by the Physician during the terms of this Agreement, Medical Group in consideration of Physician assigning fees remitted for medical services rendered by Physician to patients (both Hospital inpatients Employment Agreement — Juan J. Omana, MD 10 Exhibit B and outpatients as well as patients treated at other facilities whereat Physician maintains clinical privileges) hereby agrees to remit to the Physician a Base Salary ES»2201< in twenty-six (26) equal (or as equal as practical) biweekly installments of|| eCS Physician’s compensation and productivity shall be reviewed within thirty (30) days of June 30 and December 31 of each calendar year (or initial prorated period from the Commencement Date) per the formula in the attached Schedule 3.1.1 and Physician’s compensation shall increase or decrease semi-annually based upon the Compensation Formula in Schedule 3.1.1. However, in no event shall Physician’s compensation decrease below the yearly Base Salary rate until after the end of the twenty-fourth (24"") month, as per the Compensation Formula. 3.1.2 Maximum Compensation. In no event shall the Physician be entitled to receive annual compensation (i.e., Annual Salary plus any Additional Compensation) in a sum in excess of the 90" percentile for compensation listed for Physician’s specialty in the current MGMA Physician Compensation and Productivity Survey, for services rendered pursuant to this Agreement. The provisions of Section 3.1.2 shall not be interpreted as precluding the Physician and Medical Group from entering into a separate agreement for services not covered by this Agreement. 3.1.3 Suspension from Employment and Annual Salary. During any period of time in which this Agreement is in effect and the Physician fails (i) to meet each and every qualification specified in Section 1.2 of this Agreement or (ii) to provide professional services in accordance with the schedule as assigned by Medical Group from time to time in accordance with the provisions of Section 1.3 of this Agreement, Medical Group shall be entitled to suspend Physician from duties and withhold, during such period of suspension, the pro rata sum due the Physician pursuant to Section 3.1.1. Employment Agreement — Juan J. Omana, MD 11 Exhibit B 3.2. Benefits. Physician shall be entitled to the following benefits: 3.2.1 Professional Liability Coverage. Medical Group shall maintain professional liability coverage for Physician with minimum limits of $250,000 per loss and $750,000 per annual aggregate, which shall cover services provided by the Physician pursuant to this Agreement regardless of when the claim is brought. Physician shall provide documentation in the form of an Extended Reporting Endorsement (tail coverage) for prior acts related to his previous employment outside Medical Group. 3.2.2 Continuing Medical Education Allowance. Annually, Medical Group shall authorize [ES 1: calendar year for expenses associated with attending accredited continuing medical education seminars. In addition, Physician shall be given J paid days per year to attend approved continuing education activities, which shall not be subject to accumulation, and which are in addition to the regular personal leave days off provided annually. 3.2.3. Personal Leave Days. For each full calendar year this Agreement is in effect, Physician shall be entitled 1 ‘“PLD’s” (Personal Leave Days), which will include vacation days, holidays, sick days and other personal time off. The PLDs shall be based upon Regular Full-Time Hours, including regularly scheduled weekend hours, and shall be subject to the policy entitled “Personal Leave Days for Providers” contained in Medical Group’s policy and procedure manual, which policy may be amended from time to time. PLDs are not charged whena Physician is on call over an official designated holiday. 3.2.4 Health Insurance. Medical Group shall provide a single policy (or a family policy when dependents meet eligibility requirements for the health plan) for health insurance (participation in the Health Care Benefit Plan sponsored by Adventist Employment Agreement — Juan J. Omana, MD 12 Exhibit B Health System Sunbelt Healthcare Corporation or Medical Group shall be deemed the equivalent of a health insurance policy). Not less frequently than annually, the Physician (which includes claims of family dependents) shall be entitled to receive from Medical Group GD of that portion of any eligible medical, dental, and optical insurance claim, including eligible co- payment(s), which was not paid in full by the Plan, subject to a maximum reimbursement of (is per year, and further subject to Medical Group’s Enhanced Health Benefit Policy, which may be amended from time to time. 3.2.5 Life Insurance. Medical Group shall provide term life insurance in the face amount of the lesser of: Physician's guaranteed Annual Salary or Ren. The Physician may purchase additional coverage in accordance with Medical Group policies. 3.2.6 Disability Insurance. Medical Group shall provide a disability policy which shall insure the Physician in the event of a "disability," as that term is defined in the policy. Benefits derived under the policy shall provide for an annual payment of up to PY of the Physician's Annual Salary subject to a cap of en per month. Additional coverage may be obtained in accordance with Medical Group policies. 3.2.7 License and Membership Fees. For each full calendar year, Medical Group shall, on behalf of Physician, remit all fees necessary to maintain Physician's license to practice medicine in the State of Florida together with such membership fees for professional organizations related to the Physician's medical practice, which collectively shall not exceed ss a. No more than one (1) year's dues shall be paid at any one time in any one year. Employment Agreement — Juan J. Omana, MD 13 Exhibit B 3.2.8 Retirement Plan. The Physician shall be entitled to participate in the Adventist Healthcare Retirement Plan (AHRP) on the terms and conditions of the Plan as it may be amended from time to time. 3.2.9 Leave of Absence. Physician may apply for or be placed on leave of absence by Medical Group for the treatment of any illness, injury or medical condition, whether occurring on or off the job, and for maternity and military reserve duty. The eligibility requirements and procedures for these leaves are outlined in Medical Group’s Administrative Policy and Procedure Manual. Physician’s rights under all of the plans governing the above benefits shall be as set forth in and subject to the terms and conditions of such plans. The above lists all plans to which Physician shall be eligible, subject to the terms of those plans. No provision of any plan document, policy or other instrument indicating that Physician might be eligible for employee coverage under any benefit plan other than plans specified above shall have any effect as to Physician. 3.3. Bonus. For entering into this Agreement, Physician will receive a Bonus of Dn. Within sixty (60) days prior to the Commencement Date of this Agreement and upon execution of a promissory note (Schedule 3.3), Physician shall be entitled to receive seventy percent (70%) of the Bonus, with the remainder of the Bonus remitted through regularly scheduled payroll within thirty (30) days after the date Physician commences employment with Medical Group. The Bonus will be subject to repayment as secured by a Promissory Note, Schedule 3.3 attached hereto and incorporated herein, such obligation to be forgiven in accordance with the Amortization Period set forth in the Promissory Note. 3.4 Relocation Reimbursement. Medical Group shall reimburse Physician for approved relocation and moving expenses up to a maximum of iis WE. The reimbursement will be paid to Physician through regular payroll, in the first full payroll period following the receipt of all original relocation and moving Employment Agreement — Juan J. Omana, MD 14 Exhibit B receipts. At Medical Group’s discretion, the approved relocation expenses may be paid by Medical Group directly to the moving company; however, the amount paid shall not exceed the amount set forth herein. The amount of the Relocation Reimbursement will be amortized on a monthly basis over the first twenty-four (24) months of Physician’s Employment Agreement. If termination occurs within the first twenty-four (24) months, then Physician will repay Medical Group the amount of any unamortized portion of the Relocation Reimbursement. ARTICLE IV Mutual Cooperation The Parties to this Agreement shall cooperate with each other in good