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EXHIBIT 10.72
LOSS PORTFOLIO TRANSFER AGREEMENT
between
OCCUPATIONAL SAFETY ASSOCIATION OF ALABAMA
WORKMEN'S COMPENSATION FUND
(Hereinafter referred to as the "Fund")
and
RISCORP NATIONAL INSURANCE COMPANY
(Hereinafter referred to as the "Insurer")
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LOSS PORTFOLIO TRANSFER AGREEMENT
TABLE OF CONTENTS
ARTICLE 1 - EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 - TRANSFER OF COVERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3 - PAYMENT OF PREMIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 4 - COOPERATION AMONG PARTIES; TRANSFER OF
DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 5 - NOTICE OF TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 6 - ADMINISTRATION AND CLAIM PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 7 - ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 8 - DIRECT SUIT AGAINST THE INSURER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 9 - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 10 - EXTRA CONTRACTUAL OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 11 - REGULATORY COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 12 - SUBROGATION AND REINSURANCE RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 13 - DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 15 - ERRORS OR OMISSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 16 - ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 17 - HONORABLE UNDERTAKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 18 - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
A. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
B. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
C. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
D. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
E. Headings, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
F. Non-waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
G. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
H. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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LOSS PORTFOLIO TRANSFER AGREEMENT
(Hereinafter referred to as the "Agreement")
between
OCCUPATIONAL SAFETY ASSOCIATION OF ALABAMA
WORKMEN'S COMPENSATION FUND
(Hereinafter referred to as "Fund")
and
RISCORP NATIONAL INSURANCE COMPANY
(Hereinafter referred to as the "Insurer")
ARTICLE 1 - EFFECTIVE DATE
This Agreement shall be effective as of 12:01 a.m., Eastern Standard Time,
September 1, 1996 (the "Effective Date").
ARTICLE 2 - TRANSFER OF COVERAGE
Upon the Effective Date, the Fund shall transfer to the Insurer (i) the
Contracts of Coverage (as defined below) and the liability to pay all losses,
including loss adjustment expenses, covered by said Contracts of Coverage
issued by the Fund prior to the Effective Date hereof, to all members,
including all existing and incurred but not reported ("IBNR") claims covered by
the Contracts of Coverage and claims in litigation upon the Effective Date
(hereinafter "Transferred Claims") subject to the terms and conditions
contained herein; and (ii) all rights the Fund may have now or in the future
under or with respect to the Contracts of Coverage, including, without
limitation, the right to collect and adjust premiums, adjust and settle claims,
deny coverage, rescind Contracts of Coverage, etc. Once said transfer occurs,
Insurer shall be bound by all the terms and conditions of the Fund's Contracts
of Coverage as if they had been issued by the Insurer. The term "Contracts of
Coverage" shall mean all binders, contracts, certificates and other
obligations, whether oral or written, of workers' compensation coverage issued
by the Fund to its member employers. Nothing contained herein shall alter or
diminish the rights, responsibilities or liability of any service provider
which is not a party hereto, except where such rights, responsibilities or
liabilities are altered or diminished pursuant to the terms of an agreement
between the Fund and such service provider or pursuant to an agreement between
the Insurer and the service provider.
ARTICLE 3 - PAYMENT OF PREMIUM
In consideration for the Insurer's acceptance of the Contracts of Coverage
and attendant liabilities described above, the Fund shall pay a premium (the
"Premium") to the Insurer in accordance with the following terms and
conditions:
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A. Upon the Effective Date, the Fund shall transfer to the Insurer
cash and investment securities in an amount equal to the sum of the following:
1. The aggregate amount of escrow deposits held by the Fund
on that date. The escrow deposits are transferred to the Insurer pursuant to
Article V(H)5. of the Bylaws of the Fund, which authorizes the board to use the
Trustees Fund for any purpose it deems appropriate. By execution of this
Agreement, the Trustees of the Fund represent that they are authorized to
transfer the escrow deposits in the manner described herein. Upon transfer,
the escrow deposits will be held as premium deposits by Insurer as a guarantee
of payment of monthly premiums. Such deposits which are attributable to
members who elect not to accept the transfer of their coverage to the Insurer
shall be refunded to such members following a final premium audit.
2. The amount of reserves for losses, including losses
incurred but not yet reported, provided for in the Fund's management report as
of July 31, 1996.
B. Within one hundred twenty days following the Effective Date, a
final actuarial opinion and audit of the Fund shall be conducted by an auditing
and an accounting firm which are acceptable to both the Fund and the Insurer.
Such audit and actuarial opinion shall establish the appropriate level of loss
reserves indicated for the Transferred Claims. Within thirty days of
completion of the audit and actuarial opinion, the Fund shall transfer to the
Insurer investment securities and cash equal to the amount of indicated
reserves, less the amount transferred pursuant to subsection 2 above. In the
event that the amount of loss reserves transferred on the Effective Date
exceeds the reserves indicated by the final audit, the Insurer shall transfer
back to the Fund the difference. The remaining assets of the Fund shall be
distributed to its members or be used to pay the Fund's outstanding liabilities
and obligations not transferred to Insurer hereunder, which shall be limited to
liabilities unrelated to claims under Contracts of Coverage or the
extra-contractual obligations described in Article 10.
C. Prior to the Effective Date, the Fund shall deliver to the
Insurer a schedule of the specific investments and assets which will comprise
the initial transfer described in section A above. Within ninety days
following the Effective Date, the Fund shall deliver to the Insurer a schedule
of the specific investments and assets which will comprise any supplemental
transfer which may be required pursuant to section B above. All investments
shall be listed on such schedules at cost and at fair market value.
D. The Fund currently carries a deferred tax asset which will be
realized after the Effective Date. Said asset shall remain with the Fund, and
shall constitute part of the remaining assets and liabilities which will be
used to discharge the Fund's liabilities not transferred to the Insurer
hereunder, which shall be limited to liabilities unrelated to claims under
Contracts of Coverage or the extra-contractual obligations described in Article
10.
E. With regard to each payment to the Insurer described above, the
Fund shall cooperate in the utmost good faith with the Insurer to determine the
correct amount of such payment and shall expeditiously execute all documents
necessary to effectuate the required transfers. From the Effective Date until
the completion of all of the transactions contemplated
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hereby, the Fund shall take all reasonable actions to protect and preserve its
assets and investments and to otherwise conduct its business to avoid potential
harm to the Insurer.
ARTICLE 4 - COOPERATION AMONG PARTIES; TRANSFER OF DOCUMENTS
A. The parties hereto agree to act in good faith and cooperate with
each other in effecting the transfers provided for in this Agreement. The
parties shall take all actions necessary to assist each other in obtaining all
necessary regulatory approvals or responding to information requests of those
regulatory authorities asserting jurisdiction over the transactions herein
described.
B. Upon demand by, and in accordance with instructions of, the
Insurer, the Fund shall deliver originals or copies of all records and claim
files pertaining to the Transferred Claims and all other files and records
incidental to the Transferred Claims as are necessary for the Insurer to
perform its obligations under this Agreement. The Insurer shall retain all
coverage records, claim files, and other documents received by it from the Fund
as required by applicable law. Upon reasonable notice, each of the Insurer and
the Fund will be entitled to reasonable access to the books and records of the
other party at any reasonable time, but only to the extent such materials
pertain to the business assumed and reinsured under this Agreement. Each party
will pay its own expenses associated with any such review of the books and
records. The Fund will retain as its property its original corporate records,
including, without limitation, articles of incorporation, bylaws, minute books,
and certificate of authority; provided, however, that the Fund shall provide
the Insurer with copies of all such documents upon the effective date hereof.
C. Whenever the Fund receives any payments or communications,
including notices of claims and proofs of loss, pertaining to the Transferred
Claims, it will forward such payments and communications promptly to the
Insurer.
ARTICLE 5 - NOTICE OF TRANSFER
Within ten days prior to the Effective Date, the Fund shall deliver or
cause its agents to deliver to the named insureds under the Contracts of
Coverage an appropriate notice of transfer substantially in the form attached
hereto. Such notice shall be sent to each member by certified mail and to each
agent of record by regular mail. Each notice shall indicate in conspicuous
print that: (1) failing to respond will result in the Contract of Coverage
being transferred to the Insurer; (2) as of a date certain, all payments,
claims and other communications relating to the Contracts of Coverage should be
sent to Insurer, not the Fund; and (3) in the event that a member chooses not
to accept the transfer, the member will receive a notice of cancellation
providing the insured with sixty days to secure replacement coverage, and will
receive a refund of unearned premium and the balance of the member's escrow
deposit, following a final premium audit, and without penalty. The notice
shall permit at least fifteen days to respond thereto. The Insurer will take
all other necessary actions to effect the transfer of the Transferred Claims.
The Fund will cooperate fully with the Insurer in implementing such transfer
and providing notice thereof, including, without limitation, executing any
document reasonably necessary to evidence the completion of the transactions
contemplated by this Agreement.
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ARTICLE 6 - ADMINISTRATION AND CLAIM PAYMENTS
A. From and after the Effective Date, the Insurer will be solely
liable for the payment of Transferred Claims transferred to the Insurer
including, without limitation, the defense, adjustment, settlement, and payment
of all losses and expenses arising under or relating to the Transferred Claims.
However, the Insurer shall not be responsible for the administration of claims
filed prior to the Effective Date, which administration shall be the
responsibility of those service providers who are currently obligated therefor.
Such claims shall be administered as if the Agreement had not been entered
into. Subject to the foregoing, the Fund hereby grants and assigns to the
Insurer full authority to administer such losses, claims, expenses, defenses,
adjustments, settlements, and payments, and such matters will be under the
Insurer's control and within its discretion. The Insurer will bear all
expenses and costs incurred by it in connection with the administration and
disposition of such losses, claims, expenses, defenses, adjustments,
settlements, and payments.
B. The Fund will cause all information and notices regarding the
Transferred Claims actually received by the Fund after the Effective Date to be
promptly reported to the Insurer or the Insurer's designated representative.
The Fund also will undertake any reasonable arrangements deemed necessary by
the Insurer to ensure that all notices received by the Fund after the Effective
Date in connection with the Transferred Claims are promptly delivered to the
Insurer.
C. All losses and similar items regarding the Transferred Claims
that the Insurer determines to be payable will be paid directly and promptly by
the Insurer.
ARTICLE 7 - ASSESSMENTS
In the event that an assessment is made against any present or former
members of the Fund pursuant to Alabama law, the Insurer agrees to pay the full
assessment on behalf of said members. By this undertaking, the Insurer and the
Fund expressly intend to benefit as third party beneficiaries all present and
former members of the Fund, and the Insurer agrees to be subject to suit by any
member as set out in Article 8.
ARTICLE 8 - DIRECT SUIT AGAINST THE INSURER
The Insurer hereby covenants and agrees that it may be sued for its
actions after the Effective Date, in its own name, by insureds under the
Contracts of Coverage.
ARTICLE 9 - INDEMNIFICATION
The Insurer agrees to defend, protect, indemnify and hold harmless the
Fund and its successors or assigns, against any liability, claim, loss or
damage, including punitive damages, arising under or out of any of the
Transferred Claims reinsured hereunder or the transactions contemplated by this
Agreement.
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ARTICLE 10 - EXTRA CONTRACTUAL OBLIGATIONS
The Insurer shall also be responsible for any Extra Contractual Obligation
losses assessed against the Fund or the Insurer. Such losses are defined as
those liabilities (whether they constitute compensatory, incidental, exemplary
or punitive damages) not covered under any other provision of this Agreement
and which arise from the handling of any Transferred Claim, such liabilities
arising out of, but not limited to, the following: failure to settle within the
coverage limit or by reason of alleged or actual negligence, coverage denial,
fraud or bad faith in rejecting an offer of settlement, in the preparation of
the defense or in the trial of any action against an insured or in the
preparation or prosecution of an appeal consequent upon such action.
Notwithstanding the foregoing, the Insurer shall not be liable for any loss
resulting from a claim relating to the payment of dividends, or claims arising
from the membership relationship of members to the Fund, except claims arising
under the Contracts of Coverage. Nothing contained herein shall alter or
diminish the rights, responsibilities or liability of any service provider
which is not a party hereto, except where such rights, responsibilities or
liabilities are altered or diminished pursuant to the terms of an agreement
between the Fund and such service provider or pursuant to an agreement between
the Insurer and the service provider.
ARTICLE 11 - REGULATORY COMPLIANCE
The Fund and the Insurer have filed a Plan of Assumption and all documents
pertaining thereto with the Department of Industrial Relations of the State of
Alabama, which has concluded that no regulatory approval is required for the
transaction contemplated by this Agreement. Additionally, the Fund and the
Insurer have consulted with the Department of Insurance of the State of
Alabama, which has indicated that it has no regulatory jurisdiction over the
transactions contemplated by the Agreement. However, in the event that any
regulatory agency or other governmental body undertakes to review said
transaction, the Fund and the Insurer shall cooperate in good faith in that
review process and take all steps necessary to satisfy the regulatory agency
involved.
ARTICLE 12 - SUBROGATION AND REINSURANCE RECEIVABLES
A. In the event of the payment of any loss by the Insurer under
this Agreement, the Insurer shall be subrogated, to the extent of such payment,
to all of the rights of the Fund against any person or entity legally
responsible for the loss. The Insurer is hereby authorized and empowered to
bring any appropriate action in its own name or in the name of the Fund to
enforce such rights.
B. Any payments received by or due to the Fund from any reinsurer of
the Fund which is payable on a Transferred Claim shall become the property of
and be paid to the Insurer. If any payment is received by the Fund which is to
be credited to the Insurer under or with respect to any of the Transferred
Claims, the Fund will immediately endorse (without warranty or recourse) and
deliver to the Insurer such checks, drafts, or money intended as such payment,
and until delivery of such items to the Insurer, the Fund will treat any such
checks, drafts, or money as the property of the Insurer held for the account of
the Insurer. The Insurer and the Fund will each use all commercially
reasonable efforts to cause the transfer and
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assignment (as of the Effective Date) to the Insurer of all of the Fund's
rights, interests, and obligations under the Fund's reinsurance agreements, if
any, covering the risks, liabilities, and obligations of the Fund under or with
respect to the Transferred Claims, including, without limitation, obtaining any
necessary consents or approvals to such transfer and assignment by the
reinsurers under any such reinsurance agreements effective as of the Effective
Date. Any failure to receive the consents referred to herein will not relieve
or diminish in any manner the Insurer's obligations under this Agreement.
ARTICLE 13 - DIVIDENDS
The Fund has declared and anticipates paying a dividend to its members in
the ordinary course of its business due to favorable loss and expense
development through December 31, 1995. The declaration of this dividend was
approved by the Department of Industrial Relations of the State of Alabama in a
letter dated December 22, 1995. The payment of the Dividend, whether occurring
before or after the Effective Date, shall be considered a payment in the normal
course of the Fund's business, and shall not effect this Agreement other than
to reduce the assets of the Fund available for distribution to the members.
The Fund is solely responsible for the payment of the dividend, and shall hold
the Insurer harmless from any claim that a dividend was wrongfully paid or not
paid or was paid in an incorrect amount or was otherwise improper.
The Fund anticipates that there will be an additional dividend paid based
upon the Fund's 1996 operations. All Fund members in good standing on the
Effective Date will share in said dividend in accordance with the provisions of
section 3(B) hereof.
ARTICLE 14 - TERMINATION OF THE FUND
The Fund and the Insurer contemplate that once the Contracts of Coverage
and the Premium are transferred, and the other business of the Fund is
completed, the Fund will be terminated. Upon such termination, the Fund shall
distribute to its members the remaining assets of the Fund. The Insurer does
not assume any obligation under the provisions of the Fund's Bylaws, and the
obligation to distribute the surplus of the Fund to its members remains solely
the Fund's obligation.
ARTICLE 15 - ERRORS OR OMISSIONS
Inadvertent delays, errors, or omissions made in connection with this
Agreement or any transaction hereunder will not relieve either party from any
liability that would otherwise have attached had such delay, error, or omission
not occurred. Regardless, the responsible party will rectify each such delay,
error, or omission as promptly as practicable after discovery.
ARTICLE 16 - ARBITRATION
A. Any dispute or other matter in question between the Fund and the
Insurer arising out of or relating to the formation, interpretation,
performance, or breach of this Agreement, whether such dispute arises before or
after termination of this Agreement, shall be settled by arbitration if the
parties are unable to resolve the dispute through negotiation. Arbitration
shall
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be initiated by the delivery of a written notice of demand for arbitration by
one party to the other.
B. Each party shall appoint an individual as arbitrator and the two
so appointed shall then appoint a third arbitrator. If either party refuses or
neglects to appoint an arbitrator within sixty days of receipt of a written
notice of demand for arbitration, the other party may appoint the second
arbitrator. If the two arbitrators do not agree on a third arbitrator within
sixty days of their appointment, each of the arbitrators shall nominate three
individuals. Each arbitrator shall then decline two of the nominations
presented by the other arbitrator. The third arbitrator shall then be chosen
from the remaining two nominations by drawing lots. The arbitrators shall be
active or former officers of insurance or reinsurance companies or fund
administrators of self-insurers. The arbitrators shall not have a personal or
financial interest in the result of the arbitration.
C. The arbitration hearings shall be held in Montgomery, Alabama, or
such other place as may be mutually agreed. Each party shall submit its case to
the arbitrators within sixty days of the selection of the third arbitrator or
within such longer period as may be agreed by the arbitrators. The arbitrators
shall not be obliged to follow judicial formalities or the rules of evidence
except to the extent required by governing law, that is, the state law of the
situs of the arbitration as herein agreed; they shall make their decisions
according to the practice of the reinsurance business. The decision rendered
by a majority of the arbitrators shall be final and binding on both parties.
Such decision shall be a condition precedent to any right of legal action
arising out of the arbitrated dispute which either party may have against the
other. Judgment upon the award rendered may be entered in any court having
jurisdiction thereof.
D. Each party shall pay the fee and expenses of its own arbitrator
and attorneys and one-half of the fees and expenses of the third arbitrator.
All other expenses of the arbitration shall be equally divided between the
parties.
E. Except as provided above, arbitration shall be based, insofar as
applicable, upon the Commercial Arbitration Rules of the American Arbitration
Association.
ARTICLE 17 - HONORABLE UNDERTAKING
This Agreement shall be construed as an honorable undertaking between the
parties hereto not to be defeated by technical legal constructions, it being
the intention of this Agreement that the fortunes of the Insurer shall in all
cases follow the fortunes of the Fund.
ARTICLE 18 - GENERAL PROVISIONS
A. Successors and Assigns. This Agreement shall inure to the
benefit of and bind the Fund and its successors and assigns and the Insurer and
its successors and assigns. Neither this Agreement nor any right hereunder nor
any part hereof may be assigned by any party hereto without the prior written
consent of the other party hereto. Prior to any such assignment, the consent
of all necessary regulatory authorities must be obtained.
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B. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Alabama (without giving effect to
principles of conflicts of laws) applicable to a contract executed and to be
performed in such state.
C. Entire Agreement. This Agreement supersedes all prior
discussions and agreements between, and contains the sole and entire agreement
between the Fund and the Insurer with respect to the subject matter hereof.
D. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which will be deemed an original, but all
of which will constitute one and the same instrument.
E. Headings, etc. The headings used in this Agreement have been
inserted for convenience and do not constitute matter to be construed or
interpreted in connection with this Agreement. Unless the context of this
Agreement otherwise requires, (a) words of any gender will be deemed to include
each other gender, (b) words using the singular or plural number will also
include the plural or singular number, respectively, (c) the terms "hereof,"
"herein," "hereby," and derivative or similar words will refer to this entire
Agreement, and (d) the conjunction "or" will denote any one or more, or any
combination or all, of the specified items or matters involved in the
respective list.
F. Non-waiver. The failure of either party hereto at any time to
enforce any provision of this Agreement shall not be construed as a waiver of
that provision and shall not effect the right of either party thereafter to
enforce each and every provision of this Agreement in accordance with its
terms.
G. Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under any present or future law, and if the
rights or obligations of any party under this Agreement will not be materially
and adversely affected thereby, (a) such provision will be fully severable, (b)
this Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid, or unenforceable provision or by its
severance herefrom, and (d) in lieu of such illegal, invalid, or unenforceable
provision, there will be added automatically as a part of this Agreement, a
legal, valid, and enforceable provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible.
H. Notices. Any notice or communication given pursuant to this
Agreement must be in writing and will be deemed to have been duly given if
mailed (by registered or certified mail, postage prepaid, return receipt
requested), or if transmitted by facsimile, or if delivered by courier, as
follows:
To the Fund:
Occupational Safety Association of Alabama
Workmen's Compensation Fund
c/o Webb & Xxxx
8
00
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. Xxxx
Phone Number: (000) 000-0000
To the Insurer:
RISCORP National Insurance Company
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Phone Number: (000) 000-0000
All notices and other communications required or permitted under this
Agreement that are addressed as provided in this paragraph will, whether sent
by mail, facsimile, or courier, be deemed given upon the first business day
after actual delivery to the party to whom such notice or other communication
is sent (as evidenced by the return receipt or shipping invoice signed by a
representative of such party or by the facsimile confirmation). Any party from
time to time may change its address for the purpose of notices to that party by
giving a similar notice specifying a new address, but no such notice will be
deemed to have been given until it is actually received by the party sought to
be charged with the contents thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives this 26th day of August,
1996.
ATTEST: OCCUPATIONAL SAFETY ASSOCIATION
OF ALABAMA WORKMEN'S
COMPENSATION FUND
BY: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Chairman of Board of Trustees
----------------------------------
ATTEST: RISCORP NATIONAL INSURANCE
COMPANY
Xxxxx X. Xxxxxx
------------------------------ -------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: President
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PLAN OF ASSUMPTION
The Occupational Safety Association of Alabama Workmen's Compensation Fund
("the Fund"), organized under the laws of the state of Alabama, will transfer
its contracts of workers' compensation coverage ("Contracts"), assets, and
liabilities on September 1, 1996 ("Effective Date") pursuant to a Loss
Portfolio Transfer Agreement with RISCORP National Insurance Company
("RISCORP"), under the following plan and procedure:
1. RISCORP will insure all Contracts of the Fund in effect as of the
Effective Date under the same terms and conditions through the current
policy year.
2. RISCORP will assume all liability for any potential assessments
for the current Fund year, any prior year, and any contingent liability
related thereto.
3. A final actuarial opinion and Fund audit will be completed for
the period January 1, 1996 through Effective Date, in order to determine
a final balance sheet for the Fund as of the Effective Date. Independent
auditors and actuaries selected must be mutually agreeable to the Fund and
to RISCORP.
4. The Fund will transfer a corresponding amount of cash and cash
equivalents in investment securities to RISCORP to cover the reserves for
losses and escrow deposits.
5. Any prior year dividend approved by the Department of Industrial
Relations shall be distributed to members after the 1995 final premium
audit and escrow account adjustments have been completed. These dividends
will not be a part of the Loss Portfolio Transfer Agreement.
6. The Fund will distribute the remaining assets or surplus as
determined by the actuarial report to its members, and terminate the
Fund in accordance with the bylaws.
7. RISCORP shall assume responsibility for any existing service
contracts and/or third party agreements.
8. This plan of assumption has been approved by the board of
trustees of the Fund in accordance with its bylaws.
9. Attached hereto and made a part hereof is a copy of a Fairness
Opinion by Sterling Capital Advisors, a nationally recognized group of
Financial Advisors.
RISCORP NATIONAL INSURANCE OCCUPATIONAL SAFETY ASSOCIATION
COMPANY OF ALABAMA WORKMEN'S
COMPENSATION FUND
BY: Xxxxx X. Xxxxxx BY: Xxxxxxx X. Xxxxxx
----------------------- -----------------------------
Its President Its Chairman of Board
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