UNIVERSAL RECOVERIES INC.
D.B.A.
SUBROGATION PARTNERS
SUBROGATION SERVICE AGREEMENT
This AGREEMENT is made on behalf of Universal Recoveries Inc. d.b.a.
Subrogation Partners with offices located at 000 Xxxxxxxxx Xxx., Xxx Xxxx, XX
00000 (hereinafter referred to as "SUBROGATION PARTNERS") and Empire Insurance
Company and Allcity Insurance Company and successors and assigns, with offices
located at 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred to as
"CLIENT").
WITNESSETH
WHEREAS, SUBROGATION PARTNERS is engaged in the business of reviewing
insurance carriers claim files to which subrogation and recovery rights apply
and recovering monies due by exercising an insurance carrier's rights of
subrogation; ("Subrogation Services"); and
WHEREAS, CLIENT desires to retain SUBROGATION PARTNERS to perform
Subrogation Services for the CLIENT with respect to certain insurance policies
issued by the CLIENT throughout the New York and United States; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, SUBROGATION PARTNERS and CLIENT hereby agree as follows:
ARTICLE ONE: CLAIMS SERVICE AUTHORITY & POWER OF ATTORNEY
The CLIENT hereby retains SUBROGATION PARTNERS and grants SUBROGATION
PARTNERS the limited authority to settle designated claims arising from the
Subrogation Services hereunder. Such authority shall include, generally, the
processing, investigating, adjusting, compromising, and collecting of
subrogation recoveries from claims paid including, but not limited to, no fault,
workers compensation, general liability, property and comprehensive and
collision claims. The CLIENT grants to SUBROGATION PARTNERS authority to
compromise and settle claims relating to the Subrogation Services only.
The CLIENT hereby authorizes SUBROGATION PARTNERS to act on its behalf
solely to accomplish the aforesaid ends, and hereby grants a limited power of
attorney solely for the purpose set forth above.
ARTICLE TWO: SCOPE
This AGREEMENT shall include all claims originating from Commercial and
Personal insurance policies; i.e. Workers Compensation, General Liability, Home
Owners, Property, Personal Injury Protection (No Fault) and Comprehensive and
Collision issued by the CLIENT
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for all loss years through June 28, 2001. Specifically excluded from this
agreement is any subrogation claim originating from the New York Public Auto
Pool.
ARTICLE THREE: DEFINITIONS
The following terms shall have the indicated meanings;
ALLOCATED LOSS EXPENSES shall include, the following items; appraisal
fees, accident scene investigation, product liability, Engineering
investigations, fees for obtaining photocopies, Department of Motor
Vehicle fees. total Loss evaluations, Central Index Bureau (CIB), Skip
Tracer fees, Arbitration fees, fees for filing liens, Attorney fees,
overnight mail expenses, medical and other records, and other
reasonable and necessary expenses.
ARTICLE FOUR: THE TERM
This AGREEMENT SHALL COMMENCE on the 15th day of June 1999 for a two
year period. Either party may terminate this AGREEMENT by submitting to
the other party in writing, at the address noted above, notice of its
intent to terminate and in accordance with Article 12.
ARTICLE FIVE: SUBROGATION SERVICES & DUTIES
A. EXERCISE THE CLIENT'S RIGHTS OF SUBROGATION: SUBROGATION PARTNERS
duties shall include generally identifying, pursuing and collecting
subrogation and deductible recoveries for all claims currently reported
to the CLIENT and all future claims reported to the CLIENT during the
term of this AGREEMENT.
B. ON-SITE STAFF (4): SUBROGATION PARTNERS will establish permanent onsite
staff of at least four (4) full time subrogation specialists in
Empire's offices. Each of these specialists would be assigned to a
claim department, i.e. Auto Physical Damage, Workers Compensation,
No-fault, Uninsured Motorist and Property. At the expiration or
termination of this agreement the CLIENT will option to offer the
onsite staff permanent employment positions.
C. OFF-SITE COLLECTION: Once a subrogation claim has been identified by
our specialist it will be forwarded to SUBROGATION PARTNERS, Medford,
NY, facilities for collection. SUBROGATION PARTNERS would retain those
files with subrogation potential and provide Empire with a immediate
inventory.
All ON-SITE and OFF-SITE SUBROGATION PARTNERS employees are solely the
responsibility of SUBROGATION PARTNERS. These individuals are
SUBROGATION PARTNERS employees and as such, SUBROGATION PARTNERS is
solely responsible for, but not limited to the following; all wages,
Workers Compensation Insurance, payroll taxes, unemployment insurance,
discrimination and benefits.
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D. BEST PRACTICES: Each on-site specialist will coordinate with a specific
claim department on how Empire processes claims and how subrogation is
impacted. We will analyze department structure, work flows, and best
practice issues inclusive of:
Regulatory and Case Law Applications
Loss Transfer Issues
Coverage Investigation
Medical and Wage Loss Analysis
Liability Analysis
Negotiation and Settlement
File Management & Administration
E. FORENSIC FILE REVIEW: SUBROGATION PARTNERS will conduct a forensic file
review of all closed files and files located within the claims
department and off premises (warehouse). The purpose of this review is
to identify, process and collect any overlooked subrogation
opportunities.
F. COLLECTION STAFF (9): In our Medford, NY, collection facilities, we
anticipate utilizing six (6) experienced subrogation claim adjusters,
one (1) full time manager and two (2) clerical assistants dedicated to
the Empire subrogation process.
G. REPORTING TO SUBROGATION PARTNERS will report to Empire on a monthly
basis (or as often as Empire may require) all gross and net subrogation
collections and all open and closed inventory. We will include in our
monthly reporting, an estimation of anticipated recoveries for each
line of business, which will allow Empire to properly forecast its,
monthly, quarterly and annual recovery results.
H. ELECTRONIC DATA: SUBROGATION PARTNERS will provide the CLIENT with
monthly updates of the subrogation claim database in a mutually
agreeable electronic format.
I. RECOVERY CHECKS: SUBROGATION PARTNERS will have all recovery checks
made payable to the CLIENT. SUBROGATION PARTNERS will xxxx the CLIENT
in accordance with Article Seven.
J. HIRE & TRAIN REPLACEMENT STAFF: During the final four-month term of
this agreement, SUBROGATION PARTNERS will assist the CLIENT in the
hiring and training of a new subrogation staff. In addition,
SUBROGATION PARTNERS grants the CLIENT permission to offer full time
employment to any SUBROGATION PARTNERS ON-SITE employee during the
final four month term of this agreement.
ARTICLE SIX: CLIENT'S DUTIES AND RESPONSIBILITIES
A. MANDATORY REFERRAL: The CLIENT shall refer to all CLAIMS meeting the
requirements specified in Article 2 hereof.
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B. FACILITIES, TELEPHONE, UTILITIES AND LEASEHOLD: In order for
SUBROGATION PARTNERS to perform its DUTIES under this agreement, the
CLIENT agrees to provide Subrogation Partners with a minimum of 5 work
- stations at its offices and the appropriate space in the CLIENT'S
warehouse. Access to these facilities will be limited to normal
business hours.
ARTICLE SEVEN: FEES
Fees for Transfer Files
SUBROGATION PARTNERS will subrogate on behalf of the CLIENT on all
subrogation claims currently identified or being pursued by the CLIENT.
SUBROGATION PARTNERS is to receive a fee equal to fifteen (15%) percent
of any recovery made on the CLIENT'S behalf on a transferred
subrogation claim. The fifteen percent (15%) service fee is for
processing the subrogation claim until conclusion or the "life" of the
transferred file.
Fees for the First Twelve (12) Months for "New" Subrogation Claims
For all subrogation claims identified and collected by SUBROGATION
PARTNERS for the first twelve (12) months of this agreement SUBROGATION
PARTNERS is to receive a fee equal to twenty-two and one half 22.5%)
percent of any recovery made on the Client's behalf.
Fees for the Subsequent Twelve (12) Months for New Subrogation Claims
For all Subrogation claims identified and collected by SUBROGATION
PARTNERS for any subsequent twelve (12) month of this agreement
SUBROGATION PARTNERS is to receive a fee equal to twenty (20%) percent
of any recovery made on the Client's behalf.
SUBROGATION PARTNERS rights to receive fees under this AGREEMENT
continue beyond the expiration and/or termination. It is agreed by the
CLIENT that SUBROGATION PARTNERS is authorized to collect subrogation
and receive its service fees for all subrogation transferred or
identified while this agreement was in force but not collected until
after the expiration and or termination of this agreement.
ARTICLE EIGHT: PAYMENT SCHEDULE
All recovered monies will be issued and payable directly to the CLIENT.
All Subrogation Service Fees contemplated and collectable under Article Seven
herein shall be invoiced to the CLIENT upon receipt and will be paid to
SUBROGATION PARTNERS no later than eight (8) business days from the date of
invoice.
ARTICLE NINE: EXPENSES
All expenses associated with this AGREEMENT shall be the sole
responsibility of
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SUBROGATION PARTNERS, with the exception any Allocated Loss Expense incurred on
the transferred files before June 15, 1999, before Allocated Loss Expenses as
defined in Article Three herein.
ARTICLE TEN: INDEMNIFICATION
SUBROGATION PARTNERS will indemnify, defend and hold harmless the
CLIENT for all claims, actions, suits, fines, penalties and/or losses arising
out of or based upon any negligent act, omission, tort, other negligence, or
intentional act on the part of SUBROGATION PARTNERS and/or its agents, servants,
and/or employees, in the course of performance of the SUBROGATION SERVICES
herein and in which claims, actions, judgments, suits, and/or losses, are
rendered in favor of Plaintiff unless based upon action(s) of SUBROGATION
PARTNERS, its agents, servants, and/or employees that were undertaken at the
specific written direction of CLIENT.
ARTICLE ELEVEN: CONFIDENTIAL INFORMATION
CLIENT and SUBROGATION PARTNERS acknowledge that each may acquire and
develop knowledge, and information and materials concerning the other party or
their affiliated companies ("CONFIDENTIAL INFORMATION"). Such CONFIDENTIAL
INFORMATION being the trade secrets and confidential and proprietary information
of the parties. Each party shall hold such CONFIDENTIAL INFORMATION in strict
confidence and shall not disclose to others, shall not use it in any way or
permit others to use it in any way, commercially or otherwise, and shall not
allow any unauthorized person, firm or corporation access to it either before or
after termination of the AGREEMENT, without the prior written consent of the
other party. This provision shall survive termination of this AGREEMENT.
ARTICLE TWELVE: TERMINATION
Either party may terminate this AGREEMENT by submitting to the other
party in writing, at the address noted below, notice of its intent to terminate.
Such notice to terminate shall be submitted by the party desiring to terminate
the AGREEMENT no later than ninety (90) days prior to the date of termination.
ARTICLE THIRTEEN: MISCELLANEOUS
Entire AGREEMENT; Modifications; Waivers. The provisions of this
AGREEMENT constitute the whole and entire agreement between the parties hereto
and supersede any and all prior written or oral negotiations and/or agreements
between the parties. No modification or alteration of this AGREEMENT shall be
deemed or construed to be a waiver of any other provisions hereof (whether or
not similar) not shall any waiver be construed a continuing waiver unless
expressly so stated. If any portion of this AGREEMENT shall be held invalid or
unenforceable for any reason, then the remaining provisions shall continue to be
valid and enforceable.
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Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance of the Laws of the State of New York, without regard to
choice of law principles.
Notice. Any notice required or permitted to be given under this
Agreement shall be in writing and either delivered personally or sent by
telefax, telegram, or deposited in the mail, postage prepaid, registered or
certified, return receipt requested, addressed to the parties at the address
specified below and shall be deemed received three (3) days after the date of
mailing or on the date of mailing if certified, or on the date of personal,
telex, telefax.
As to SUBROGATION PARTNERS
SUBROGATION PARTNERS
000 Xxxxxxxxx Xxx., Xxxxx 0000
Xxx Xxxx, XX 00000
As to Empire Insurance Company / Allcity Insurance Company
Empire Insurance Company / Allcity Insurance Company
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Assignment. This Agreement and the rights, obligations and benefits
hereunder shall inure to the benefit of the parties and their respective
successors. SUBROGATION PARTNERS may not assign or delegate the rights or duties
hereunder to any party without the prior written consent of the CLIENT.
Use of Affiliated Service Companies. It is agreed between the parties
that, where appropriate, SUBROGATION PARTNERS shall be permitted to utilize the
services of its affiliates.
ARTICLE FOURTEEN: INSURANCE
A. SUBROGATION PARTNERS shall maintain errors and omissions insurance
issued by an insurer acceptable to the CLIENT and will purchase a
policy limit of no less than $1,000,000 and a deductible of no greater
than $2,500 for the duration of the performance of SUBROGATION PARTNERS
SERVICES under the AGREEMENT. (See Attached Copy of Insurance)
B. SUBROGATION PARTNERS shall, at its own expense, carry Workers
Compensation insurance and Disability Benefits insurance providing
coverage for its employees whom may be working in the office or storage
facilities of the CLIENT.
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IN WITNESS WHEREOF, the parties hereto, Universal Recoveries Inc., d.b.a.
SUBROGATION PARTNERS and EMPIRE INSURANCE COMPANY/ALLCITY INSURANCE COMPANY and
its successor, assigns and by their duly authorized representatives, have
executed this AGREEMENT on the date first above written.
UNIVERSAL RECOVERIES INC.
d.b.a. SUBROGATION PARTNERS
By:
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Title:
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EMPIRE INSURANCE COMPANY / ALLCITY INSURANCE COMPANY
By:
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Title:
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