Exhibit 10.27
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is made by and between TIG Insurance
Company (hereinafter referred to as "Hawaii") and United States Fire Insurance
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
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.
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-
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.
2.09 Hawaii may use the name, logo, or service xxxx 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.
-3-
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)".
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 xxxx 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.
-4-
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.
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.
-5-
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:
Xxxx & Xxxxxxx Indemnity Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
cc: Xxxxxxx Xxxxxxxx, Assistant General Counsel
Hawaii:
Hawaii Division of TIG Insurance Company
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
cc: General Counsel
0000 X. X'Xxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
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.
-6-
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 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/ XXXXX X. XXXXXX
-----------------------------------
Xxxxx X. Xxxxxx
Managing Director
XXXX & XXXXXXX INDEMNITY Company
By: /s/ XXXX XXXX XXXXXXXXX
--------------------------
Name: Xxxx Xxxx Xxxxxxxxx
Title: Executive Vice President and CFO
XXXX & XXXXXXX INDEMNITY Company
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
-7-
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
1
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
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
2
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
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.
3
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.
4
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 Xxxx: C&F shall maintain direct xxxx capabilities for
current business written on direct xxxx 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.
5
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.
6
