EXHIBIT 10.25
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is made by and between TIG
Insurance Company (hereinafter referred to as "Hawaii") and ▇▇▇▇ & ▇▇▇▇▇▇▇
Indemnity Company (hereinafter referred to as "C&F"), and is effective as of the
1st day of January, 2000 (the "Effective Date").
In consideration of the mutual promises set forth herein, the parties
hereto agree as follows:
ARTICLE I
SERVICES
1.01 Hawaii agrees to provide certain services relating to the underwriting,
issuance, and delivery of C&F Policies, and handling of Claims as
hereinafter defined (the "Services"). As used in this Agreement, "C&F
Policies" shall include all C&F policies of insurance produced by C&F
agents or agencies domiciled in the State of Hawaii through the Hawaii
Division of TIG Insurance Company. The Services shall be performed in
accordance with the written underwriting guidelines, letters of
underwriting and claims authority, manuals, procedures, instructions, and
authority limits established by C&F and provided to Hawaii from time to
time, which are incorporated herein by reference.
1.02 Subject to the limitations contained in this Agreement, Hawaii shall
perform all acts necessary for the proper underwriting, placement,
acceptance, and other servicing of C&F Policies including, but not limited
to, the following:
A. underwriting, loss control, quoting, rating, premium audit, and coding
C&F Policies; and
B. issuing, having properly countersigned (where appropriate), and
delivering C&F Policies (executed by authorized officers of C&F, where
appropriate); and
C. effecting endorsements, changes, and modifications to C&F Policies as
authorized by C&F; and
D. administering cancellation and non-renewal of C&F Policies; and
E. promptly and adequately responding to any correspondence relating to
the C&F Policies; and
F. such other clerical, administrative, and services as necessary for
C&F to properly write and manage the C&F Policies.
1.03 Hawaii shall have authority to adjust or settle Claims arising out of or in
connection with the C&F Policies pursuant to the authority, limitations,
and requirements set out in Exhibit A, which Exhibit is attached hereto and
incorporated herein by reference, and the written claims authorities
established by C&F from time to time, and which Exhibit and authorities may
be modified from time to time by C&F without the need for amendment of this
Agreement.
1.04 Hawaii shall work together with C&F to respond to any correspondence from
any governmental body relating to the C&F Policies. Hawaii shall maintain a
complaint log which complies with all applicable law. Any written response
to a complaint shall be forwarded to C&F by copy.
1.05 During the Term of this Agreement, and thereafter while Hawaii is providing
Services to C&F, on a monthly basis, Hawaii shall provide written or
electronic reports to C&F relating to the Services provided pursuant to
this Agreement in such form as C&F may approve or require from time to
time.
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ARTICLE II
DUTIES OF HAWAII
2.01 Hawaii shall comply with all applicable local, state, and federal laws,
regulations, rules, and requirements regarding Hawaii's duties under this
Agreement. Hawaii shall immediately give notice to C&F if Hawaii becomes
aware of any laws, rules, or regulations, whether proposed or in-force,
that would prohibit the conduct of any Services contemplated herein.
2.02 Hawaii represents and warrants that it has obtained all licenses or other
authorizations necessary to provide the Services in all jurisdictions where
such licenses or authorizations may be required and any such licenses and
authorizations are in full force and effect. Hawaii shall notify C&F
immediately if the status of any such license is altered in any way.
Further, Hawaii shall have a continuing obligation to obtain and maintain
any such licenses or authorizations as may be necessary to provide the
Services.
2.03 Hawaii shall maintain a listing and current copies of the insurance
licenses of any sub-agent, general agent, producer, or broker from which
Hawaii accepts a submission. Hawaii shall supervise all agents, general
agents, sub-agents, and producers who place business through Hawaii.
2.04 Hawaii shall maintain true and correct records relating to the C&F Policies
written and the Services provided herein including, but not limited to, all
transactions and correspondence with policyholders, producers,
sub-producers, brokers, state insurance departments, reinsurers, and C&F.
All records and documents required to be maintained by Hawaii referred to
herein including, but not limited to, insurance policy, policyholder
information, underwriting files, and financial documents, shall be
maintained during the Term and thereafter in a manner and form as mutually
agreed upon or as required by C&F to be compatible with C&F's internal
systems and in accordance with generally accepted accounting principles and
insurance regulatory practices. Such records shall be maintained for a
period of no less than five (5) years after termination of this Agreement,
and in such manner and form as may be required by C&F's record retention
guidelines. At the end of such five (5) year period, Hawaii shall provide
C&F with the originals of such records.
This Section 2.04 shall survive termination of this Agreement.
2.05 On request, Hawaii will forward to C&F exact copies of all C&F Policies or
other appropriate evidences of insurance written, modified, or cancelled
pursuant to this Agreement; underwriting and financial documents or other
reports written, produced, or received hereunder; policyholder data; or any
other information in Hawaii's possession requested by C&F relating to the
C&F Policies.
This Section 2.05 shall survive termination of this Agreement.
2.06 Hawaii shall advise C&F within five (5) days of its knowledge of any
inquiry, investigation, cease and desist order, audit, complaint, or other
similar item received from any state or federal regulatory or law
enforcement body relating to C&F Policies whether or not related to the
Services.
2.07 At any time upon reasonable notice to Hawaii, Hawaii shall make its books
and records relating in any way to C&F Policies written hereunder available
for inspection (including on-site inspection, audit, and copying) by C&F or
its representatives, reinsurers, any state insurance department or
regulatory body, or any governmental authority.
This Section 2.07 shall survive termination of this Agreement.
2.08 With regard to the C&F Policies written, Hawaii shall provide, at its
expense and within a reasonable time, sufficient information to satisfy
reasonable reporting requirements imposed on C&F by boards, bureaus, and
associations, and to enable C&F and reinsurers to file required financial
statements and reports with state insurance departments and regulatory
bodies. C&F shall provide Hawaii with such written reporting requirements.
This Section 2.08 shall survive termination of this Agreement.
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2.09 Hawaii may use the name, logo, or service ▇▇▇▇ of C&F or any of its
affiliates in any advertising, promotional material, or in any material
disseminated by Hawaii with the prior written consent of C&F. Hawaii shall
maintain copies and provide an original to C&F of any advertisement or
other materials approved by C&F along with full details concerning where,
when, and how it was used. Hawaii shall be liable for any liability of or
cost incurred by C&F as a result of any such materials.
2.10 All supplies provided to, or authorized to be used by, Hawaii by C&F shall
remain the property of C&F and shall be returned immediately upon request.
Upon termination of this Agreement or Hawaii's authority hereunder, at
C&F's request, Hawaii shall return all, or such property as C&F may
request, to C&F or to its designated representative.
2.11 If C&F provides access to C&F information or networks through computer
access, Hawaii shall be responsible for maintaining the security and
integrity of such information and of C&F's systems. Additionally, Hawaii
shall be responsible to ensure that Hawaii's employees, agents, and
representatives are aware of the sensitive and proprietary nature of the
information obtained, of the importance of confidentiality, and of the
conditions described in this Section 2.11.
ARTICLE III
PREMIUMS AND ACCOUNTING
3.01 Hawaii will require all premiums for C&F Policies to be paid directly to
C&F. Any premiums or monies collected by Hawaii are the property of C&F and
shall be held in trust on behalf of C&F in a fiduciary capacity and shall
be immediately endorsed over to C&F without deposit by Hawaii and forwarded
to C&F in no more than two (2) business days.
ARTICLE IV
LIMITATIONS
4.01 With respect to the C&F Policies which Hawaii is now or may in the future
be authorized to transact, quote, underwrite, rate, or bind under this
Agreement, Hawaii will not transact, quote, underwrite, rate, or bind C&F
Policies on the following:
a. risks which are unacceptable in accordance with this Agreement, or
the underwriting guidelines, letters of underwriting authority,
procedures, instructions, or memoranda provided to Hawaii by C&F from
time to time; or
b. risks which are not in compliance with the applicable forms, rules,
rates, or filings of C&F according to their exact terms and to the
laws and regulations in effect in the territory where the C&F Policy
is written.
4.02 Hawaii shall have authority to contract with, appoint, or terminate agents
on behalf of C&F.
4.03 All expenses of C&F shall be the sole liability of C&F, unless assumption
of such expense by Hawaii is agreed to by Hawaii. Additionally, if the
parties agree in writing to share an expense and C&F bears such expense,
Hawaii shall promptly remit to C&F the appropriate amount.
ARTICLE V
TERM
5.01 This Agreement shall commence on the Effective Date and shall continue in
full force and effect (unless terminated earlier as set out in Article IX
hereof) until December 31, 2000 ("Initial Term") and shall be automatically
renewed beginning January 1, 2001 for successive additional term(s) of one
(1) calendar year each ("Successive Term(s)") unless terminated earlier as
provided herein. The Initial Term and Successive Term(s) shall collectively
be referred to as "Term(s)".
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ARTICLE VI
FEE
6.01 C&F shall reimburse Hawaii's actual expenses incurred relating to the C&F
Policies written hereunder ("Fee"). Hawaii's expenses shall initially be
charged based on a annual budget prepared by Hawaii and approved by C&F.
One quarter of such Fee shall be payable by C&F to Hawaii quarterly on or
before the beginning of each calendar quarter. C&F shall pay Hawaii the Fee
by C&F check or wire transfer. If the actual expenses of Hawaii exceed or
are less than the budgeted amount, Hawaii shall ▇▇▇▇ or refund to C&F the
appropriate amount. Hawaii shall reconcile actual expenses to budgeted
expenses at least annually.
6.02 The Fee paid hereunder shall be full compensation for all Services rendered
by Hawaii pursuant to this Agreement.
6.03 Such costs as referenced in Section 6.01 shall be classified and recorded
in accordance with New York State Insurance Department Regulation No. 30.
6.04 C&F shall be responsible for all sales, use, property, value-added or other
taxes, if any, based on the services rendered pursuant to this Agreement
excluding any taxes based solely upon the net income of Hawaii (defined as
Sales Tax). Accordingly, C&F agrees to indemnify TIG from and against a
final determination of Sales Tax made by any tax authority, administrative,
or judicial body resulting from this Agreement. C&F and TIG agree to
reasonable cooperation with each other to determine the appropriate Sales
Tax, if any, resulting from this Agreement.
ARTICLE VII
RIGHTS AND DUTIES OF C&F
7.01 C&F, in its sole discretion, shall have the right to refuse to permit
Hawaii to perform, or to suspend or terminate any Service performed
hereunder, that it believes does not comply with the terms of this
Agreement or any applicable law or regulation.
7.02 C&F shall provide Hawaii the services listed in Exhibit B.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
8.01 Indemnification. Each party ("Indemnifying Party") agrees to indemnify,
defend, and hold harmless the other party ("Indemnified Party"), its
officers, directors, agents, and employees from and against all
liabilities, losses, expenses, claims, demands, suits, fines, or judgements
including, but not limited to, attorneys' fees, costs, and expenses
incident thereto which may be suffered by, accrued against, be charged to
or recoverable from the Indemnified Party, its officers, directors, agents,
or employees, by reason of or arising out of or in connection with any
negligent or intentional acts, errors, or omissions of the Indemnifying
Party, its officers, directors, agents, or employees.
This Section 8.01 shall survive termination of this Agreement.
8.02 Notice with Respect to Indemnification. The Indemnified Party shall
provide the Indemnifying Party notice of any proceedings to which this
Article VIII applies as soon as the Indemnified Party learns of such
proceedings.
This Section 8.02 shall survive termination of this Agreement.
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ARTICLE IX
TERMINATION
9.01 Events of Default. The failure of Hawaii or C&F to observe or perform in
any material respect any duties or obligations set forth in this Agreement,
which failure continues unremedied for seven (7) days after written notice
shall be provided to such defaulting party by the aggrieved party shall be
an event of default ("Event of Default") under this Agreement, which Event
of Default shall entitle the aggrieved party to immediately terminate this
Agreement upon written notice to the other.
9.02 Termination Upon Notice. This Agreement may be terminated at any time
without cause by either party giving the other party one hundred eighty
(180) days written notice.
9.03 Continued Servicing. Hawaii agrees that in the event this Agreement is
terminated, Hawaii shall continue to perform the Services regarding the C&F
Policies written by C&F prior to the effective date of any such
termination, until such C&F Policies have been completely cancelled,
non-renewed, or otherwise terminated pursuant to C&F's written
instructions; provided, however, that C&F may, in its sole discretion,
immediately suspend or terminate Hawaii continuing service obligation
hereunder.
If Hawaii fails in any respect to fulfill its continuing service obligation
with regard to the C&F Policies, Hawaii agrees that it shall reimburse C&F
any expense incurred by C&F to service or arrange for the servicing of the
C&F Policies.
ARTICLE X
MISCELLANEOUS
10.01 Notice. Except as otherwise set forth herein, any notice required under
this Agreement must be in writing and either sent by first class mail,
facsimile, certified mail, or personally delivered. Notice shall be
effective either upon receipt, or five (5) days after mailing to the other
party, whichever comes first. Unless changed, the addresses of the
respective parties are:
C&F:
▇▇▇▇ & ▇▇▇▇▇▇▇ Indemnity Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant General Counsel
Hawaii:
Hawaii Division of TIG Insurance Company
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
cc: General Counsel
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10.02 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Hawaii, without regard to its
rules regarding conflict of laws.
10.03 Severability. Wherever possible, each provision of this Agreement will be
interpreted in such a manner and to such an extent as to be effective and
valid under applicable law. If any provision is prohibited by or invalid
under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity.
10.04 Integration, Waiver, and Amendment. This Agreement constitutes the entire
agreement between C&F and Hawaii with regard to servicing of the C&F
Policies, and supersedes any and all other agreements, either
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oral or written, between C&F and Hawaii with respect to servicing the C&F
Policies. No waiver by either party to enforce any provision of this
Agreement will be effective unless made in writing and signed by an
authorized officer of C&F and Hawaii, and shall be effective only as to
the specifically stated waiver. No amendment to this Agreement will be
effective unless made in writing and signed by the parties hereto, and
specifying the effective date of such amendment.
10.05 Conformance to Law. This Agreement is subject to the non-disapproval of
the Insurance Department of the State of New York, pursuant to Article 15
of the New York Insurance Law, and such terms and conditions as may be
required by the New York Insurance Department to be altered or amended
shall be deemed acceptable to the parties hereto, to the extent same shall
not change the substance and intent of this Agreement.
10.06 Non-Assignability/Non-Delegation. Hawaii may neither delegate its duties
nor assign its rights under this Agreement, either in whole or in part,
unless otherwise agreed upon and authorized in writing by a Vice President
or more senior officer of C&F.
10.07 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement
to be executed as of the day and year first above written.
TIG INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director
▇▇▇▇ & ▇▇▇▇▇▇▇ INDEMNITY COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Title: Executive Vice President and
CFO
---------------------------------
▇▇▇▇ & ▇▇▇▇▇▇▇ INDEMNITY COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Title: Secretary
---------------------------------
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EXHIBIT A
CLAIMS
Hawaii shall handle Claims in accordance with the provisions of this
Exhibit A.
I. DEFINITIONS
1.01 ALAE shall mean all costs and expenses that are chargeable to the
investigation, adjustment, settlement, or defense of a Claim for benefits
or damages under a C&F Policy.
1.02 Claim or Claims shall mean any monetary demand, suit, occurrence, or loss,
actual or alleged, in the Claims Territory arising out of or in connection
with a C&F Policy.
1.03 Claim Services shall mean those claims administration services provided
hereunder by Hawaii which are described in Article III of this Exhibit A.
1.04 Claims Territory shall mean the State of Hawaii.
1.05 Recoveries shall mean any and all credits, subrogation, salvage, adjustment
reimbursements, overpayments, voided or returned checks, or other
recoveries which shall be credited to a C&F Policy.
II. CLAIM SERVICES
2.01 Hawaii shall administer all Claims in accordance with the terms and
conditions of the C&F Policies, this Agreement, and every applicable code,
statute, law, rule, or regulation.
2.02 Hawaii shall perform the Claim Services and refer such Claims as may be
designated in accordance with C&F's written standards, limitations,
guidelines, instructions, policies, procedures, or limitations provided to
Hawaii by C&F from time to time without the need to amend this Agreement.
2.03 Hawaii shall perform the following Claim Services:
A. Examine all reported Claims (including incidents thereof which have
been reported but for which no Claims have been made); and
B. Maintain a Claim file for each reported Claim which shall be
reviewable at any and all reasonable times by C&F; and
C. Investigate all reported Claims as necessary using (at Hawaii's sole
expense), if approved by C&F, a vendor from a list approved in writing
by C&F; and
D. Provide C&F, upon request, with a clear synopsis of the fact patterns
of any Claim; and
E. Determine and evaluate any coverage issues arising out of or in
connection with such Claims, and to refer any actual or potential
coverage issues to C&F with recommendations and, thereafter, to follow
C&F's direction in the further administration of such Claims; and
F. Prepare and send a reservation of rights letter; and
G. Determine proper workers' compensation benefits due, if any, on
compensable Claims; and
H. Establish, pursuant to C&F's standards, reserves for all Claims; and
I. Subject to the limitations contained herein, resist those Claims or
adjust, handle, or settle to conclusion those Claims that C&F is
legally obligated to pay or which C&F advises Hawaii it desires to
pay, including the necessary preparation for and handling of any
subrogation or contribution action which may inure to the benefit of
C&F; and
J. Make timely payment of Claims and ALAE through C&F's claims system in
accordance with payment procedures established by C&F; and
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K. Coordinate a proper defense with counsel selected from a defense panel
list approved in writing by C&F and reviewed annually with C&F; and
L. Perform all necessary administrative and clerical work in connection
with Claims; and
M. Provide all forms necessary for the administration of Claims; and
N. Perform all necessary services to collect Recoveries and properly
credit Recoveries to the appropriate Claim file; and
O. Collect, process, and report data in the manner required by the
Internal Revenue Service for the purpose of preparing C&F's 1099
Miscellaneous Income filing for the Claims or ALAE payments made
pursuant to this Agreement; and
P. Provide such reports as C&F may request relating to Claims including,
but not limited to, Claim payments made, reserves, and ALAE; and
Q. Report suspected fraud as required by C&F or any applicable code,
statute, law, rule, or regulation, and provide a copy of such report
to C&F; and
R. Upon C&F's request relating to a Claim or Claims, promptly provide C&F
a captioned report identifying for each Claim:
-- Claim number;
-- Accident description;
-- Claimant and injuries;
-- Detailed description of outstanding issues; and
-- Reserve calculation including loss and ALAE paid to date.
The selection criteria for Claims to be reported is at the sole
discretion of C&F.
2.04 To administer Claims hereunder, Hawaii shall use C&F's claims
administration system or an interface transfer mechanism between the
Hawaii's system and C&F's system which is compatible with C&F's computer
systems and which complies with the established format and edit rules
supplied to Hawaii by C&F. Hawaii agrees to provide C&F with system support
for an interface of claims data between Hawaii's and C&F's systems. This
data transfer shall include all payments, Recoveries, and reserve
activities which have occurred and shall include a tie indicator for
multiple claimants injured in a single occurrence, and such other
information as the C&F may request from time to time.
C&F reserves the right to alter or amend the format or edit rules as
necessary, including but not limited to, the frequency of the data
transfer.
III. HAWAII'S DUTIES AND OBLIGATIONS
3.01 Hawaii shall follow any and all standards, guidelines, instructions,
policies, and procedures as C&F may from time to time establish with regard
to Hawaii's performance of Claim Services hereunder.
3.02 Hawaii represents and warrants that Hawaii, Hawaii's employees, and that
every adjuster, investigator, appraiser, or other third party used by
Hawaii is, and shall continue to be, if necessary, during the Term of this
Agreement, authorized and duly licensed to administer Claims in compliance
with every applicable code, statute, law, rule, or regulation.
3.03 Hawaii agrees to administer Claims and to ensure that every adjuster,
investigator, appraiser, or other third party used by Hawaii adjusts Claims
during the Term of this Agreement in compliance with every applicable code,
statute, law, rule, or regulation.
3.04 Hawaii shall maintain the confidentiality of all data supplied to, or
obtained or used by, Hawaii in the performance of Claim Services including,
but not limited to, any systems or software of C&F to which
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Hawaii may be given access, all information within the Claim files, and
collective data (the "Confidential Information") as Hawaii maintains its
own confidential data and information. Hawaii shall not disclose the
Confidential Information without the prior written consent of C&F.
3.05 Hawaii shall post Recoveries to the appropriate claim files and shall
report Recoveries in the monthly reconciliation and other reports required
by this Agreement.
3.06 All records, files, correspondence, and other materials pertaining to the
Claims administered hereunder shall be the sole property of C&F, and upon
termination of this Agreement or Hawaii's authority hereunder, Hawaii, at
the sole discretion and direction of C&F, shall return all such original
Claim files to C&F or its representative.
3.07 All supplies and forms provided or authorized by C&F are the sole property
of C&F, and all such property shall be returned to C&F immediately upon
request. Hawaii shall indemnify and hold C&F fully harmless with respect to
any unauthorized use of such C&F property.
IV. CLAIM SYSTEM
4.01 C&F shall give Hawaii access or limited access to C&F's claim system or
other C&F software or systems (collectively, the "Software") for the
handling of Claims hereunder. Hawaii shall use the Software to administer
Claims hereunder and shall promptly and accurately input information or
data in accordance with any guidelines provided by C&F to Hawaii from time
to time.
4.02 No title to or ownership of the Software, or any part of the Software, is
hereby transferred to Hawaii. Hawaii may not use, copy, modify, sell,
transfer, or cause to be used, copied, modified, sold, or transferred, or
otherwise make the Software available to any third party, or any copy
thereof, in whole or in part.
4.03 C&F makes no warranties, express or implied, with regard to the Software
including, but not limited to, any implied warranties of merchantability
and fitness for a particular purpose, or as to the design, documentation,
function, maintenance, or operation of the Software, and shall have no
responsibility for errors in the Software or the information obtained from
the Software.
4.04 C&F shall not be liable for any claims, damages, or expenses of any kind
with respect to the use of the Software, or the information obtained by
Hawaii through the Software, or due to any Force Majeure condition, whether
made of suffered by the Hawaii or any other person, whether for damages,
contribution, or other relief, and whether direct or indirect, general or
special, incidental or consequential, even if the C&F has been advised of
the possibility of such liability.
4.05 Hawaii shall make all reasonable efforts to assure the operation of any
computer hardware used by Hawaii in the administration of Claims hereunder
including, but not limited to, the provision of appropriate system back up
(no less than weekly), and disaster recovery. In the event of damage to or
malfunction of the computer hardware, Hawaii will use all reasonable
efforts to obtain replacement alternative computer hardware to restore the
Claim Services to an acceptable level in a timely manner. In the event that
the computer data is not available, Hawaii will attempt to reconstruct or
recover that data from computer data files stored at remote locations and
from source records to restore the service to an acceptable level in a
timely manner.
4.06 Hawaii shall pay for any costs of hardware necessary to utilize the
Software and any access or line charges incurred in utilizing the Software.
V. COMPANY'S RIGHTS, DUTIES, AND OBLIGATIONS
5.01 C&F agrees to cooperate with Hawaii as C&F deems necessary with respect to
the performance of Claim Services including, but not limited to, responding
to Hawaii's requests for information, meeting with Hawaii as may be needed,
and making decisions on Claims matters, as required by this Agreement.
5.02 Notwithstanding anything to the contrary in this Agreement, C&F shall have
the right, at any time and at its sole option, to assume control over the
administration of a particular Claim or Claims.
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EXHIBIT B
C&F SERVICES
A. C&F shall provide the following services for Hawaii:
1. Treasury: C&F shall provide treasury services to Hawaii, including,
but not limited to establishing and maintaining bank accounts, and
lock box.
2. Finance: C&F shall process account reports, expense reports, and
journal entries as necessary to process C&F Policies.
3. Direct ▇▇▇▇: C&F shall maintain direct ▇▇▇▇ capabilities for current
business written on direct ▇▇▇▇ basis, and process any such C&F
Policies.
4. Actuarial: C&F shall provide actuarial support for (i) establishing
reserves and (ii) business planning purposes. On or before 60 days
from end of each calendar quarter, C&F shall provide actuarial
analysis of C&F Policies by annual statement line of business. C&F
shall provide actuarial assistance to Hawaii in establishing rates
for C&F Policies.
5. State Filings: C&F shall provide administrative assistance for
regulatory filings for C&F Policies written on C&F paper including
preparation of filing documents and answering inquiries regarding
same.
6. Legal/Regulatory: C&F shall provide legal services as requested by
Hawaii to support drafting contracts with Hawaii's agents. C&F shall
provide regulatory advice and assistance.
7. Program Support: Program support provided by C&F for Hawaii shall
include the maintenance and handling of proof of mailings, renewal
notices, cancellations, policy stat reports, dens, and microfilm
retrieval, ISO manuals and circulars, Hawaii Workers' Compensation
Bureau reporting, assessments, boards and bureaus, data calls,
maintaining producer information, blocks of code, agency licensing,
and appointments.
8. Systems: C&F will provide systems support to Hawaii for systems
existing on the execution date of this Agreement, including:
UNDERWRITING. Gen-A-Rate, Universal Policy Review, Commercial Umbrella
(CUES), Client Management System (CMS), Risk Management Systems (RAMS).
CLAIMS. Automated Claims Systems (ACS), Claims Assist, Claims Adhoc,
Claims Information Access (CIA).
STAFF COUNSEL. Corporate Legal Management System (CLMS).
WINDOWS95. C&F's current license will be used.
9. Claims: C&F shall provide claims services on Claims arising out of
C&F Policies if such Claims fall outside Hawaii's authority or
expertise.
10. Underwriting: C&F shall provide underwriting support as currently
provided for excess C&F Policies, surplus lines C&F Policies, and
large workers' compensation C&F Policies.
11. Reinsurance: Consistent with past practices, C&F shall assist Hawaii
with reinsurance acquisition, maintenance, termination, and
collection on all existing reinsurance treaties relating to C&F
Policies.
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