EXHIBIT 10.31
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Dedicated Recovery Services for the P&C Industry
SUBROGATION SERVICES LETTER AGREEMENT
This letter agreement (the "Agreement") sets forth the scope of services to be
provided by TransPaC Solutions ("TPS") (a division of Trover Solutions, Inc.) to
Safe Auto Insurance Company ("Safe Auto"), relating to the assumption by TPS of
subrogation files referred from Safe Auto, the terms and conditions of those
services, the fees to be charged by TPS, and the term of this agreement.
SCOPE OF SERVICES
The scope of work by TPS is to assume all responsibility for recovery work on a
defined population of files referred to TPS by Safe Auto subject to the terms
and conditions of this agreement. The agreement may be terminated by either
party with 180 days written notice.
SAFE AUTO RESPONSIBILITIES
Safe Auto will only refer paper claim files that have some degree of subrogation
potential on closed claims. All records of claims paid, investigation details,
and adjuster notes will be part of each paper file. Safe Auto will provide TPS
with documentation describing in-house claims coding, terms, forms, methods,
procedures, processes and practices, if applicable. Safe Auto acknowledges it is
responsible for the accuracy of all data and records submitted to TPS pursuant
to this Agreement. Safe Auto is responsible for all communications with its
insureds to ensure compliance with respect to notice of deductible collections,
priority of distribution between Safe Auto and its insureds, refunding any
deductibles due to its insureds, and whether fees may be charged against its
insureds' refund.
TPS RESPONSIBILITIES
TPS will provide subrogation recovery services for Safe Auto on all claims
referred to TPS by Safe Auto, except pursuit of claims less than $500.00 shall
be at TPS discretion.
Recoveries will be pursued from all available sources, consistent with
applicable law. Services will include, but not be limited to, recovery of
subrogation claims, filings with Arbitration Forums, Inc, and legal
representation in the pursuit of subrogation recovery. TPS will obtain the
written approval of Safe Auto prior to taking legal action on its behalf to
secure a recovery pursuant to the terms of this agreement. TPS will not settle
any claim over $20,000 for less than 70% without prior written client authority.
TPS will periodically report the results of the project to Safe Auto in a manner
mutually agreed upon.
5/10/02
Xxxxxxxxx Tower
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
(000) 000-0000 fax
xxx.xxxxxxxxxxxxxxxxx.xxx
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Dedicated Recovery Services for the P&C Industry
FEES
TPS will retain 25% of the amount of each claim TPS recovers on Safe Auto's
behalf, whether the recovery is made by TPS, Safe Auto or any other party. To
the extent applicable by law, TPS will withhold and pay any applicable sales or
use taxes. Any such payment of taxes will be made from the gross amount of
recoveries and for the purpose of computing TPS' fee, the amount of recovery
shall not be reduced by such payment. Safe Auto shall be responsible for any
further required distributions of recovery proceeds including, if required, the
return of deductibles to Safe Auto Insured.
TPS is responsible for the payment of all ordinary legal fees.
EXPENSES
TPS will be responsible for all ordinary and necessary expenses, including
file-handling costs, outside copy services, or common outside investigation.
However, in the event investigations and/or expert witness evaluations are
necessary to supplement the claim file presented, TPS shall be authorized to
incur costs of up to one thousand dollars ($1,000) per claim file, which shall
be reimbursed to TPS by Safe Auto. TPS will receive written authorization from
Safe Auto to incur costs on any claim file in excess of $1,000.00. Such expenses
are to be reimbursed to TPS by Safe Auto.
EXCLUSIVITY & WORK IN PROCESS
TPS shall be the sole provider of subrogation recovery services on files
referred to TPS by Safe Auto. Upon any termination of this Agreement, TPS will
have the right to pursue recovery and recover its fees under this Agreement on
all claims previously referred to TPS.
CONFIDENTIALITY
Both parties agree to acknowledge and respect the confidentiality and
proprietary nature of each other's data and information and abide by relevant
state and federal privacy laws and/or regulations.
INDEMNIFICATION
Each party agrees to indemnify the other for any loss due solely to its own
negligent acts or omissions. Safe Auto agrees to indemnify TPS for any damages
TPS sustains resulting from its reasonable reliance on inaccurate data,
information or communications received from Safe Auto. This provision will
survive any termination of this Agreement.
5/10/02
Xxxxxxxxx Tower
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
(000) 000-0000 fax
xxx.xxxxxxxxxxxxxxxxx.xxx
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Dedicated Recovery Services for the P&C Industry
SAFE AUTO REPRESENTATIONS
Safe Auto hereby represents and warrants to TPS that it [i] has the authority to
enter into this Agreement; [ii] is authorized to contract for subrogation and
recovery services; and [iii] will notify TPS in writing of any changes or
modifications in Safe Auto's rights to perform the services described herein.
To indicate Safe Auto's agreement to enter into this Agreement, please sign
below and return this original letter to me.
Sincerely,
/s/ Xxx Xxxxxx
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Xxx Xxxxxx, Senior Vice President, Sales & Marketing
Accepted by:
Safe Auto Insurance Company
By /s/ Xxxxxxxx X. Xxxxxxxxx 5-21-02
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Date
PLEASE RETURN TO:
TRANSPAC SOLUTIONS
ATTENTION: XXXXX XXXXXXX
0000 XXXXXX XXXX XXXXX 0000
XXXXXXXXXX, XX 00000-0000
5/10/02
Xxxxxxxxx Tower
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
(000) 000-0000 fax
xxx.xxxxxxxxxxxxxxxxx.xxx
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