HomeMy WebLinkAboutContract 63477City Secretary Contract No. 63477
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This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipality, and Subrogation
Division Inc. ("Vendor" or "SDI"), each individually referred to as a "party" and collectively referred to
as the "parties."
1. Scone of Services. Vendor will provide subrogation recovery and loss reduction services
for City ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for
all purposes. In the event of any conflict between the terms and conditions of the attached Exhibits and the
terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
control.
2. Term. The initial tern of this Agreement is for one (1) year(s), beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion,
to renew this Agreement under the same terms and conditions, for up to five (5) one-year renewal option(s)
(each a "Renewal Term").
3. Comnensation.
3.1 Total compensation under this Agreement will be on a contingency fee basis as
outlined under Exhibit B.
3.2 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
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FT. WORTH, TX
City Secretary Contract No. 63477
4.3 Duties and Oblizations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. 'Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will retuni all City provided data to City in a machine-readable format or other forinat
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest anise after the Effective Date oftlus
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by the City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by City, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
5.4 Unauthorized Access. Vendors must store and maintain City Information in a
secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. Vendor must notify City immediately if the security or integrity of
any City Information has been compromised or is believed to have been compromised, in which
event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided with an adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. City
will give Vendor a reasonable advance notice of intended audits.
7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
.not as agent, representative or employee of City. Subject to and in accordance with the conditions and
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City Secretary Contract No. _63477
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
.INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACTS) OR OMISS.ION(S), MALFEASANCE OR .INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LA WSUITS OF ANY ,,KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESULTING LOST
PROFITS) .AND PERSONAL ,INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS:
8.3 INTELLECTUAL PROPERTY INDEMNIFIC4TN71V — Vendor agrees to
defend, settle, or pay; at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor win have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor will fully participate and cooperate with City in defense of such, claim or action.
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City Secretary Contract No. 63477
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense and
as City's sole remedy, either; (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to snake it non -
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. 1,usurance.
Vendor must provide City with certificate(s) of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of
any Services pursuant to this Agreement:
10.1 Coverage and Limits
Professional Liability (Errors & Omissions): ® Applicable[] NIA
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through a separate policy specific
to Professional E&O. Is acceptable if coverage meets all other requirements.
Coverage must be claims made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
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City Secretary Contract No. 63477
(a) A 3ninimunz of Thirty (30) days' notice of cancellation or reduction in
limits of coverage. must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(b) The insurers for all policies mast be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VIl
in the current A.M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(c) Any failure on the part of the City to request required insurance documentation
will not constitute a waiver of the insurance requirement.
(d) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance -pith Laws, Ordinances, Rules and Reznlations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. if City notifies
Vendor of any violation of such. laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covengpt. Vendor, for itself, its personal representatives,assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAUvI.
13, Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively .determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
IIYItj.M.Ibw
City of Fort. Worth
Attn: Assistant. City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Subrogation Division Inc. (SDI)
136 South Main Street
Spanish Fork, UT 84660
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City Secretary Contract No. 63477
14. Solicitation of Emplovees. Neither City nor Vendor will, during the teen of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the tern of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, tlus provision will not apply to an employee of eitherpartywho responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law 1 Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legalityand enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
M Headings not Controllinu. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or its Exhibits.
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City Secretary Contract No. 63477
22. Amendments 1 Modifications 1 Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such an event., at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services,
25. Immjaration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Forma (1-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNII+ Y CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor,
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product'). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to, the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first), Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of -retention thereto on the part of City.
27. Siiznature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
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City Secretary Contract No. 63477
28. Chance in Comvanv Name or O►F=nershiu. Vendor must notify the City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. Tire president of Vendor- or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied by supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the Board of director's
resolution approving the action, or an executed merger or acquisition agreement. failure to provide the
specified documentation may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boveottine Ener2v Companies. Vendor acknowledges that, in
accordance with Chapter 2276 of the Texas Government Code, as added by Acts 2021, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full -tinge
employees unless the contract contains a written verification from the company that it: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term ofthe contract. To the extent
that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification. to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammgojion Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from, entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
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City Secretary Contract No. 63477
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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City Secretary Contract No. 63477
LTONJ D W N Dl 0"I ell k1ff# 1-Dl Di 0
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By:
D.P.iordano(Jun 18, 202513:32 CDT)
this contract, including ensuring all performance and
Name..
Dianna Giordano
reporting requirements.
Title:
Assistant City Manager
06/18/2025
�,� n'_ �✓�
Date:
By: U
Name: Donnette Murphy
APPROVAL
RECOMMENDED:
Title: Property & Casualty Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Holly Moyer
Title:
Interim Human Resources Director
By:
Naive: Jessika J. Williams
ATTEST:
Title: Assistant City Attorney
0 4 n4ny
o OF FO°°R°°t�a0
pro ,°a°o
CONTRACT AUTHORIZATION:
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M&C: NA
By:
o4
°aB'reXnsaab
Form 1295: NA
Name:
Jannette Goodall
Title: City Secretary
VENDOR:
Subrogation Division Inc.
By:
Name:`
Title: /rr,?'I �r
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 15
City secretary Contract No. 63477
EXI111131T A
SCOPE OF SERVICES
1. SDI is a provider of services to the insurance industry including subrogation recovery. SDI shall
act as the assignee of City of Fort Worth in providing the services specified below and City of
Fart Worth hereby agrees to use SDI as its assignee on those "Assigned Files" to perform the
services hereunder.
2. Definitions,
a. City of Fort Worth includes not only the entity designated in the beginning paragraph of
this Agreement, but also its employees and servants.
h. "Assigned File"' means a claim for damage to a specific motor vehicle, persons), or to
property, or for invoices or premiums not in default at time of assignment, or to
reimbursable payment made by City of Fort Worth including all documentation relating
to the claim.
c. To "Process'' a file means to recover money for damage to a motor vehicle, person(s), or
property, unpaid invoices or premiums or any other payment made by City of Fort Worth
from any liable party by any lawful .means available.
3. Relationship. The relationship of the parties is that of assignor and assignee of all claims, rights
and causes of action relating to Assigned Files, subject to the terms of this Agreement for
Services, and nothing in this Agreement for Services shall be construed to create a relationship of
employer and employee, principal and agent, or any other relationship not specifically described
in this Agreement for Services.
4. SDI Shall:
a. Begin handling of Assigned Files within two business days of receipt.
b. To the extent volume dictates, make available representatives that are assigned and
dedicated for and on behalf of the City of Fort Worth.
c. Comply with applicable law in performing its duties hereunder, including the Gramm -
Leach -Bliley Act, state consumer protection acts, state licensing agreements, and other
applicable laws.
d. Allow City of Fort Worth complete access to its Assigned Files via the internet with the
ability to create reports on any of its Assigned Files except in the event of a server
outage, or any other disruption outside the control of SDI..
e. Upon request, allow City of Fort Worth access to any of its Assigned Files in SDI's
possession during regular business hours, and provide City of Fort Worth with copies of
any correspondence regarding City of Fort Worth's Assigned Files and copies of any
other documents in any of City of Fort Worth's Assigned Files.
f Have the, right to endorse for deposit, in the name and on the City of Fort Worth, checks
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City secretary Contract No. 63477
and remittances it receives on Assigned Files.
g. From money recovered for each Assigned File, retain the compensation fees outlined in
the Service Fee Schedule,
h. Issue payment to City of Fort Worth less the fees outlined in the Service Fee Schedule
within 10 days of receipt of all money received for City of Fort Worth's Assigned Files.
i. Segregate in a trust account all money received from Processing Files. From the trust
account, money due to the City of Fort Worth shall be disbursed to City of Fort, Worth,
and money retained by SDI shall be transferred to its operating account.
j. Maintain fidelity bonds for all individuals who have the authority to sign on the trust
account and all other employees.
k- Maintain $1,000,000.00 coverage for errors and omissions.
1. Upon reasonable request, allow City of Fort Worth to audit SDI's trust account.
m. Reassign all u=covered Assigned Files to City of Fort Worth within 90 days of the
termination of this Agreement for Services.
5. City of Fort Worth Shall:
a. Execute an assignment and any other documents necessary for SDI to perform its duties
hereunder.
b. Allow SDI, access to any information in its Assigned Files pertaining to the recovery of
the Assigned Files.
c. immediately notify SDI if it receives any money for an Assigned File already assigned to
SDI. City of Fort Worth shall pay all such money to SDI or pay SDI that portion of the
money which SDI is entitled to pursuant to the Service Fee Schedule.
d. Where money is recovered on an Assigned File and paid to the City of Fort Worth, and
thereafter it is determined that all or a portion of that money must be returned to the
payor, City of Fort Worth shall promptly return to SDI that money or portion thereof
which must be returned.
Vendor Services Agreement Page 12 of 15
City Secretary Contract No. 63477
EXHIBIT B
SERVICE FEE SCHEDULE
1. SDI shall retain:
a. On closed file review for auto assignments;
i. 9% contingency for all amounts other than Loss of Use and Diminished Value,
ih 50% contingency for all Loss of Use and Diminished Value,
iii. Contingency for any litigated amount by separate agreement.
b. On pre -worked for auto assignments that City of fort Worth has already attempted
recovery:
i. 7% contingency for all amounts other than Loss of Use and Diminished Value,
H. 50% contingency for all Loss of Use and Diminished Value,
iii. Contingency for any Iitigated amount by separate agreement.
c. On ftrst look for auto assignments where City of Fort Worth has not attempted recovery.
IM
i. 3% contingency for all amounts other than Loss of Use and Diminished Value,
ii. 50% contingency for all Loss of Use and Diminished Value,
iii. Contingency for any litigated amount by separate agreement.
2. Property files (other) —SDI shall retain:
a. On pre -worked assignments wherein City of Fort Worth has already attempted recovery,
for other than auto and property assignments (to include workers' compensation lien
recovery) 17% of the gross recovery or as agreed to separately in writing.
b. On first -look assignment Property and Physical Damage CTD") assignments where City
of Fort Worth has not attempted recovery;
i. 10% amounts of PD $0-20K of recovered amount (max $1,500)
ii. 8% amounts of PD $20,000.01 to $40,000 of recovered amount (max $2,000)
iii. 6% amounts of PD $40,000.01 to $60,000 of recovered amount (max $2,500)
iv. 4% amounts of PD $60,000.01 + of recovered amount (max $10,000)
v. 50% contingency for all loss of use and Diminished Value.
3. 100°la of"late charges" as outlined in any promissory note delivered and administered by SDI.
4. Any other fees agreed to by SDI and City of Fort Worth on an individual Assigned File basis or
by means of a contract addendum.
5. The fees outlined in section I of the Service Fee Schedule do not include litigation. fees.
Both City of Fort Worth and SDI understand that the decision to commence legal action is multifaceted
and will require input from all concerned parties. FDS and SDI agree that prior to SDI commencing any
lawsuit on a File, the parties will confer and coordinate with each other to arrive at a mutually agreeable
legal escalation protocol for that rile. No legal escalation will occur on a given File until the City of Fort
Worth and SDI agree upon a Iegal escalation protocol for that File
Vendor Services Agreement page 13 of 15
City Secretary Contract No. 63477
SETTLEMENT AUTHORITY SCHEDULE
1. SDI is authorized to settle individual assigned recovery claims on behalf of City. of Fort Worth
for an amount up to a 20% discount, of the assigned amount to recover.
2. SDI is authorized to sign releases on behalf of City of Port Worth for amounts equaling the full
assigned value, or up to the amount of discount authorized in section 1 of the Settlement
Authority Schedule.
3. SDI shall obtain written authorization from City of Fort Worth to settle any individual assigned
recovery claim for an amount discounted greater than the authority granted in section 1 of the
Settlement Authority Schedule.
Vendor Services Agreement Page 14 of 15
City Secretary Contract No. 63477
NOTICE OF ASSIGNMENT
To whom it may concern:
Subrogation Division, Inc. as assignee is authorized to carry out. subrogation recovery in place of City of
Fort Worth, and all of its member companies or clients.
Subrogation Division, Inc. has full authority to perform any act relative to City of Fort Worth 's
claims, rights and causes of action as if it were the assignor.
Assignor: City of Fort Worth
Dianna Giordano (Jun 18, 202513:32 CDT)
Signature
Vendor Services Agreement
Assistant City Manager
Title
06/18/2025
Date
Page 15 of 15