COLLECTION SERVICES AGREEMENT
This Collection Services Agreement ("Agreement") is entered into and
effective as of JANUARY 17, 1997 by and between UNITED MEDICORP, INC. with
offices at 00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
(hereinafter referred to as "Agency"), and PRESBYTERIAN HEALTHCARE SYSTEM on
behalf of PRESBYTERIAN HOSPITAL OF DALLAS, with offices at 0000 Xxxxxxxx, Xxxxx
000, Xxxxxx, Xxxxx 00000 (hereinafter referred to as "Client").
WITNESSETH
WHEREAS, Client or Client's member hospitals may have unpaid accounts in
the United States it desires Agency to collect from time to time; and
WHEREAS, Agency is licensed to collect such unpaid accounts and desires to
collect such accounts as may be referred by Client;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the Parties hereto agree as follows:
1. SERVICE. Agency shall perform it's best efforts on the Client's behalf to
exercise good judgement during the process of all collection procedures,
being ever conscious of the sensitive nature of the Client's patient
relations. Agency agrees to undertake the collection of outsourced
accounts as Client decides to place with Agency for the purpose of
collection, and to use due diligence and employ such lawful means, methods
and procedures as in its judgement, discretion and experience it believes
will best effect the collection of such accounts. Client shall submit to
Agency only accounts that are legally enforceable. Agency shall not
calculate or add interest to accounts placed with it for collections.
2. COMPROMISE SETTLEMENTS. Agency has a blanket consent from Client to settle
any account for one hundred percent (100%) of the outstanding balance, but
in no event is Agency obligated to settle or compromise any account. Should
Agency accept a compromise settlement on an account of less than one
hundred percent (100%) of the outstanding balance without first obtaining
Client's approval, Agency shall reduce its contingency fee on such account
as necessary to provide Client with the equivalent finds it would have
received had he account been settled for one hundred percent (100%) of the
outstanding balance.
3. FEES. Once placed with Agency for collection, Client agrees to pay Agency:
EARLY OUT - SELF PAY
6.5% Contingency fee for the first 1,500,000 gross collections.
8.5% Contingency fee on 1,500,000 and above gross collections.
BAD DEBT
13.5% Contingency Fee on Gross Collections
2ND PLACEMENTS
27% Contingency Fee on Gross Collections
Client shall advise Agency weekly of all payments received, from any
source, on all accounts placed with Agency, including recalled accounts on
which Agency is entitled to a fee as set forth in Paragraph 7.
4. PAYMENT. Client will pay all invoices from Agency within sixty (60) days
of each invoice date. For late payments by Client, Agency reserves the
right to charge and collect a service fee equal to the lesser of (a) one
and one-half (1 1/2%) percent per month, or (b) the highest interest rate
legally permitted.
Client shall also be responsible for and shall pay or reimburse Agency for
any sale or service taxes which may now or later be paid or payable by
Client or Agency by virtue of the Agreement or the performance or any duty
under this Agreement, excluding, however, taxes based upon the net income
of Agency. Upon receipt of a valid tax exemption certificate from Client,
Agency will honor the certificate to the extent permitted by law.
5. REPORTS. On a monthly basis, Agency shall provide Client with reports
detailing collection activity and results during the preceding month.
6. ACCOUNT MEDIA AND INFORMATION. Client shall provide accounts to Agency by
tape or other electronic format compatible with Agency's computer systems,
or by other such means as may by mutually agreed upon between the parties.
Client shall provide Agency with sufficient information about each account
to allow it to properly perform its services.
7. RECALL OR RETURN OF ACCOUNTS. Client may recall any account referred to
Agency. Agency shall return recalled accounts to Client as soon as
reasonably practicable, but no more than five (5) days following receipt of
notice of recall. Agency shall be entitled to its contingency fee for all
payments made to Agency or Client on recalled accounts. However, for
recalled accounts which Client subsequently turns over to third-party
collection agency(ies) and such agency collects on such accounts, or if
Client has not received any payment on an account within thirty (30) days
after the date of recall. Agency shall not be entitled to a contingency fee
on that account for payments made thereafter.
Agency may return any account to Client, with or without cause, at any
time; provided, however, should Agency receive any payment on accounts it
elected to return to Client, Agency shall remit the total amount received
to Client.
8. TERM OF AGREEMENT. This Agreement is for an initial term of six (6) months
("Initial Term"), commencing as of the date set forth above and shall
continue upon the same terms and conditions as set forth herein for
additional successive six month periods ("Renewal Term") until terminated
by either party in accordance with Section 9., below.
9. TERMINATION. The Agreement may be terminated by either party with or
without cause by providing thirty (30) days notice to the other party. Upon
termination of this Agreement, Agency shall return all accounts to Client.
If account media has been provided to Agency in a format other than tape or
electronic media, Agency shall return such original media to Client upon
the return of the accounts. Agency may retain copies of all such media for
compliance, audit and accounting purposes; provided, however, Agency shall
not engage in any collection activities on such accounts once returned to
the Client, nor release any information obtained from such media to any
third party.
10. INDEMNIFICATION. Agency agrees to indemnify and hold harmless Client from
and against any and all direct damages which are reasonably incurred by
Client and arising out of the acts of the or omissions of the agents,
representatives or employees of Agency during the Initial Term and any
Renewal Term. Conversely, Client agrees to indemnify and hold Agency
harmless from and against any and all direct damages which are reasonably
incurred by Agency and arising out of the acts or omissions of the agents,
representatives or employees of Client between the Parties and supersedes
all previous agreements, understandings and communications between the
Parties. To be effective, any amendment or modification to this Agreement
must be in writing and signed by duly authorized representatives of the
Parties.
during the Initial Term and any Renewal Term.
Further, any and all liability, cost and expense (including attorney's
fees) arising from or caused by the inaccurate, incomplete or erroneous
transmission of information to Agency, including the forwarding of accounts
not legally enforceable shall be the responsibility of the Client.
11. MISCELLANEOUS. This Agreement shall be subject to and governed by the laws
of the State of Texas. Exclusive jurisdiction and venue of any action
brought to enforce any provision of this Agreement shall be in the state or
federal courts located in Dallas County, Texas.
In the event any portion of this Agreement shall be determined to be
invalid or unenforceable under any applicable law, such provision shall be
deemed null and void and the remainder of the Agreement shall remain in
full force and effect.
Any notices that may be required pursuant to this Agreement shall be in
writing and sent by certified mail, postage prepaid, return receipt
requested, or delivery by hand, to the address set forth below or to such
other address as the applicable party may provide to the other party in
accordance with this notice provision. All notices shall be considered
effective upon receipt.
IF TO CLIENT:
Presbyterian Healthcare System
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxx
IF TO AGENCY:
United Medicorp, Inc.
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: B. Xxxxxxx Xxxxx
Agency agrees to maintain the confidentiality of account information
provided by Client and promises not to release such information to outside
parties except as provided by law.
The terms, provisions, covenants and conditions contained in this Agreement
which by their terms, require their performance by Agency or by Client
after the expiration or other termination of this Agreement (including, but
not limited to the post-termination payment and indemnification
obligations) shall be and remain enforceable notwithstanding such
expiration or other termination of this Agreement of any reason whatsoever.
This Agreement constitutes the entire agreement.
IN WITNESS WHEREOF the Parties have caused this Agreement to be signed by
their duly authorized representatives as of the date first written above.
UNITED MEDICORP, INC. PRESBYTERIAN HEALTHCARE SYSTEM
BY: /s/ Xxxxxxx Xxxxx BY: Xxxxx X. Xxxxxxx
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Xxxxxxx Xxxxx/Regional Sales Manager Xxxxx X. Xxxxxxx, Direcotor P.F.S.
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PRINTED NAME AND TITLE PRINTED NAME AND TITLE
