HomeMy WebLinkAboutNYMIR RECEIVED
SEP M
TOWN ATTORNEY'S OFFICE
NEW YORK MUNICIPAL INSURANCE RECIPROCAL
SUBSCRIBER'S AGREEMENT
Agreement entered into this o1q'�)day of_Aucu t , 2(QA, by and among the
TOW0 o &)Ou ho" ("Subscriber"); and THE NEW YORK MUNICIPAL INSURANCE
RECIPROCAL ("Insurer"); and THE NEW YORK STATE LOCAL GOVERNMENT SERVICES
FOUNDATION ("Attorney-In-Fact"), for purpose of forming a municipal reciprocal insurer ("the
Insurer") pursuant to Article 61 of the New York State Insurance Law.
IT IS AGREED:
1. Membership Eligibility
1.1 Subscribers to the Insurer shall be New York State counties, towns, villages,
cities and district corporations (as defined in Section 2.00 of the New York State Local
Finance Law).
1.2 No one may become a Subscriber of the Insurer without the approval of a
majority of the Board of Governors of the Insurer, provided such is done in accordance with
the guidelines for accepting risks as set forth in the New York Insurance Law, and standards
of insurability filed with and approved by the New York State Superintendent of Insurance.
1.3 Each Subscriber, as a condition of continuing insurance, shall participate in
such risk management programs as may be established by the Attorney-In-Fact with the
approval of the Board of Governors.
2. Establishment of the Board of Governors
2.1 There shall be a Board of Governors, which shall be the advisory committee
required and defined by Article 61 of the Insurance Law. The Board of Governors shall
consist of not less than nine (9) members, each of whom shall be an elected official or
management employee of a Subscriber. The terms of the original Board of Governors shall be
staggered, with one-third of the Board (chosen at random) serving for one year, one-third
serving for two years, and one-third serving for three years. The original Board of Governors
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shall be elected at a special meeting of the subscribers held prior to the licensing of the
Insurer. Thereafter, at each annual meeting of Subscribers, the successors to members of the
Board of Governors whose terms expire that year shall be selected for a term of three (3)
years. At any annual meeting of Subscribers, the Subscribers may increase or decrease the
size of the Board of Governors; provided that there shall in no event be fewer than nine
members.
2.2 Each Subscriber shall have one vote to be cast for the election of a member of
the Board of Governors.
2.3 A majority of the members of the Board of Governors shall constitute a quorum
for the transaction of business. The Board of Governors shall in all cases act only by vote of a
majority of its authorized membership.
2.4 In the event that the Insurer shall for any reason terminate the grant of insurance
to a subscriber whose representative is a member of the Board of Governors, such person shall
automatically cease to be a member of the Board of Governors.
2.5 In the event that a vacancy occurs on the Board of Governors more than 45 days
prior to any annual meeting of Subscribers, then the Board of Governors may appoint a
successor to serve until the following annual meeting. Any unexpired balance of the term of
such vacant position shall then be filled by vote of the Subscribers at the annual meeting.
2.6 The Board of Governors shall have four quarterly meetings each year, including
the annual meeting.
2.7 No member of the Board of Governors shall, as such, incur any personal
liability for damages or loss of any kind, from any cause, except as may be incurred by reason
of members own malfeasance, or as otherwise required by law.
3. Powers and Duties of the Board of Governors. The Board of Governors shall have full
power, authority and discretion to:
3.1 Adopt any and all rules and regulations for the Insurer, and the Attorney-In-
Fact, not inconsistent with this Agreement or the New York Insurance Law.
3.2 Establish policies for the Attorney-In-Fact to ensure the effective control and
custody of funds, investments, moneys and other assets of the insurer.
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3.3 Determine the types of coverage risks to be offered by the Insurer.
3.4 Suspend, remove or terminate the Attorney-In-Fact for good cause.
3.5 Establish and maintain a reserve for contingencies, to be accumulated out of
income, and used at its discretion for the benefit of the Insurer.
3.6 Establish a schedule for reimbursement of expenses and other fees.
3.7 Establish and appoint subcommittees to consist of at least three members of the
Board of Governors.
3.8 Establish the times and places of its meetings.
3.9 Elect its officers, which shall include a chair.
3.10 Provide for the custody and keeping of all securities owned by the Insurer and
all moneys received by the Attorney-In-Fact for the account of the Insurer, after deduction of
the reasonable and necessary expenses of the Board of Governors and the Attorney-In-Fact,
and to expend those funds necessary to meet fees, taxes, losses, surplus, expenses, and
liquidation of Subscriber's accounts.
3.11 Select, as may be necessary, all management and consulting companies,
including independent auditors, to examine the books and accounts of the Insurer.
3.12 Select and appoint a successor to the Attorney-In-Fact by executing in
Subscriber's name and on Subscriber's behalf such power of attorney, designation or other
instrument as may be necessary or proper to enable the successor to act as Attorney-In-Fact,
with all the powers and authority needed by it, subject to the approval of the New York State
Superintendent of Insurance.
3.13 Determine what acts or omissions shall constitute cause for disqualification of
any Subscriber, and adopt regulations governing the closing or liquidation of the account of
any Subscriber so disqualified.
3.14 Establish procedures to:
3.14.1 Promote loss control, safety programs and other methods of risk
management.
3.14.2 Develop equitable risk classifications.
3.14.3 Develop uniform record keeping.
3.14.4 Prevent any conflicts of interest between the Attorney-In-Fact and the
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Insurer.
3.15 Establish the compensation for the Attorney-In-Fact, and enter into a contract
with the Attorney-In-Fact.
3.16 Authorize the borrowing of funds by the Insurer, whether by surplus loan or
otherwise, as permitted by law, and to enter into security and other agreements ancillary to
such borrowings, as permitted by law.
3.17 To carry out all such other acts as may be necessary and consistent with this
Agreement and the New York Insurance Laws and regulations.
4. Authorization to Attorney-In-Fact. Subscriber appoints and authorizes the
Attorney-In-Fact, to:
4.1 Execute assessable policies of insurance in its name on Subscriber's behalf.
4.2 Act for and bind the Subscriber in the transactions relating to or arising out of
the operations of the Insurer, subject to lawful limitations. Enter into contracts and execute
such other documents as necessary under this agreement.
4.3 Issue policies of insurance, as permitted by law, to Subscribers only. As
directed by the Board of Governors; modify, delete, or cancel, all or any portion of any such
policy or policies.
4.4 Reinsure any portion of any policy or policies of insurance issued by the
Insurer, as permitted by law. The Board of Governors is to give prior approval to all such
contracts and documents to be executed by the Attorney-In-Fact.
4.5 Pursuant to directive of the Board of Governors, defend, institute, or prosecute
any law suit or other legal proceeding in which a Subscriber is a party, and to compromise
and/or settle all suits or proceedings in accordance with the terms of the policies issued by the
Insurer.
4.6 Pursuant to directive of the Board of Governors, bring suit, in its own name or
otherwise, to enforce payment of any premium or assessment due to the Insurer should a
Subscriber fail to immediately comply with a request to make any such payment.
4.7 Accept service of summons or other legal process in any action, suit or
proceeding arising as a result of any contract, agreement or transaction of the Insurer, and
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such service upon the Attorney-In-Fact, or on any other person so appointed by the Attorney-
In-Fact shall be equivalent to personal service of such summons or other legal process on each
and every subscriber.
4.8 Charge against Subscriber's account, and pay from it, Subscriber's
proportionate share of(a) any assessment lawfully ordered or levied by the Board of
Governors or by the Superintendent of Insurance under Article 74 of the New York Insurance
Laws; and (b) all losses sustained for other obligations, including but not limited to
borrowings and other indebtedness, for both principal and interest, incurred by the Insurer;
and (c) all taxes, fees, expenses and other operating costs incurred by the Insurer.
4.9 Notwithstanding any of the foregoing, the Board of Governors is to give prior
approval to all contracts and documents to be executed by the Attorney-In-Fact other than
those related to day to day business operations, and the Attorney-In-Fact at all times shall be
subject to the supervision and regulations of the New York Department of Insurance and all
other applicable laws and regulations.
5. Powers and Duties of Attorney-In-Fact. The Attorney-in-Fact derives all of its
authority from the Board of Governors and the New York Insurance Laws. The Attorney-In-Fact
shall:
5.1 Enter into contracts with service companies to assist the Attorney-In-Fact and
the Board of Governors in the performance of their duties under this Agreement, and under the
policies of insurance issued by the Insurer. The Board of Governors is to give prior approval
to all service contracts to be executed by the Attorney-In-Fact.
5.2 Maintain a separate account in each Subscriber's name, tracking all financial
transactions in which each Subscriber is involved pursuant to this Agreement.
5.3 Annually, or as otherwise directed by the Board of Governors, render to each
Subscriber a statement showing a summary of collective transactions of the Insurer and also a
statement of each Subscriber's separate account.
5.4 Deliver to the Board of Governors its bond in such form and amount as shall be
approved by the Board.
5.5 Keep a record of current Subscribers which, during its office hours, shall be
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available for inspection by Subscribers. J
5.6 Before resigning, give to the Board of Governors at least 90 days' prior written
notice of its intention to do so.
5.7 With the approval of the Board of Governors, and in accordance with the New
York Insurance Law, establish, promote and.manage a risk management program among each
of the Subscribers.
6. Subscriber Meetings and Powers
6.1 There shall be an annual meeting of Subscribers to be held in such place within
New York State as may be designated by the Board of Governors by written notice.
6.2 Each Subscriber shall receive written notice of the time, place, and agenda of
the annual meeting to be mailed by first class mail at least 20 days prior to the date set forth
for such meeting.
6.3 At each annual meeting, each Subscriber shall have one vote as to any matter
which the Board of'Governors directs shall be put to vote.
6.4 Special meetings of Subscribers may be called by resolution of the Board of
Governors, or upon the written request of no fewer than one-third of the Subscribers, by
written notice given in the same manner as notice of an annual meeting. Each Subscriber shall
have one vote as to any matter which may properly be considered at such special meeting.
6.5 A majority of all Subscribers shall constitute a quorum at any annual or special
meeting. Candidates for the Board of Governors shall be elected by plurality vote, and all
other proposals shall require a majority vote of those present.
6.6 A Subscriber may be counted towards a quorum, and vote by written proxy, at
any annual or special meeting; provided that no proxy shall be voted except as to matters
specifically identified therein.
7. Policies of Insurance
7.1 A policy or policies of insurance shall be granted by the Insurer to each
Subscriber upon application by the Subscriber and approval by the Insurer.
7.2 For each policy of insurance issued by the Insurer, and in force as of any date,
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each Subscriber shall underwrite an amount which equals that proportion which the individual
Subscriber's own earned premium bears to the total earned premiums of all such underwriting.
7.3 Subscriber assumes its proportionate share of all operating expenses, and
underwriting liability on policies of insurance which the Insurer has granted, or may in the
future grant, but such liability, and any other the Attorney-In-Fact is authorized to incur on
Subscriber's behalf, shall in every case be several and not joint with other Subscribers.
7.4 No Subscriber shall be or become liable for any default, failure or neglect on
the part of any other Subscriber.
7.5 Each policy of insurance shall state, as does this Subscription Agreement, that
any policies issued by the Insurer shall not be subject to coverage by the Property/ Casualty
Insurance Security Fund and shall not be subject to the provisions of Article 76 of the New
York Insurance Law and as a result of such lack of coverage, and as a result of the
inapplicability of Article 76, each Subscriber shall be unlimitedly contingently liable on a
several basis for any assessment which may be made in accordance with the New York
Insurance Law.
7.6 In accordance with the New York Insurance Law, the Attorney-In-Fact, with
the approval of Board of Governors, and within such times as the New York State
Superintendent of Insurance prescribes, may order assessments in a manner determined by the
Board of Governors for amounts to provide: (a) sufficient funds to make good any impairment
(as defined by law); (b) sufficient funds to provide any surplus required by the Superintendent
of Insurance or authorized by the Board of Governors; and (c) sufficient funds to permit the
repayment of any surplus loan or other borrowing; and that in accordance with the New York
Insurance Laws, each Subscriber shall pay on demand such Subscriber's proportionate share of
any assessment lawfully ordered or levied by the Board of Governors or the New York State
Superintendent of Insurance under Article 74 of the New York Insurance Law.
7.7 Subscriber agrees to comply with all provisions of the Risk Management
program established by the Board of Governors and acknowledges that subscriber may be
canceled or required to pay increased premium as a result of non-compliance.
8. Subscriber's Accounts. Subscriber's Accounts shall be administered as follows:
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8.1 The Attorney-In-Fact, in addition to the books of account of the collective
transactions of all subscribers of the Insurer, shall keep and maintain a separate account for
each individual Subscriber setting forth the entries determining the operating reserve, if any,
of such Subscriber.
8.2 Each Subscriber's account shall be credited with the premiums earned by it as
an underwriter on all policies issued by the Insurer, and charged with its proper share of all
losses incurred under such policies as well as with the expenses incurred by the Insurer.
8.3 Underwriting earnings, and interest income from investments of the Insurer,
shall be apportioned and credited to Subscribers based on the percentage of the individual
subscribers earned premium to the total earned premium.
8.4 Investments will be as permitted by applicable sections of New York Insurance
Law and are further restricted to:
(a) time deposit accounts or certificates of deposit issued by, a bank or trust
company located and authorized to do business in the State of New York that are
secured by a pledge of:
(i) obligations of the United States,
(ii) any obligation fully guaranteed or insured as to interest and principal by
the United States acting through an agency, subdivision, department or division
thereof,
(iii) obligations of the State of New York, or
(iv) obligations of any municipality, school district or district corporation of
the State of New York,
(b) obligations of the United States, whether or not subject to a repurchase
agreement, and
(c) obligations of the State of New York, whether or not subject to a
repurchase agreement.
9. SUBSCRIBER'S OPERATING RESERVE. Pursuant to Section 6109 of the New York
State Insurance Law:
(a)(1) Every subscriber must accumulate a minimum operating reserve by authorizing
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the Attorney-In-Fact to credit to the subscriber's account an amount not less than one quarter
of such subscriber's underwriting earnings during the fiscal year.
(2) Such accumulation will continue until the subscriber's operation reserve is at
least twice the amount of annual premiums in force.
(3) The superintendent may approve other methods for accumulating the
subscriber's operating reserve upon application from the Attorney-In-Fact.
(b) A reciprocal may require its subscribers to accumulate operating reserves in
excess of the minimum specified above, pursuant to the terms of the subscriber's agreement
and to any action of the advisory committee.
(c)(1) No subscriber shall have a secured or preferred claim against the reciprocal's
assets arising out of the operating reserve, and payments of claims and creditors will have
preference to any claim for withdrawal by a subscriber.
(2) Upon withdrawal from membership, and after giving 60 days written notice of
withdrawal to the Attorney-In-Fact, a subscriber may withdraw the amount of his operating
reserve less such surrender charges provided for in the subscriber's agreement.
(3) No withdrawal is permitted after an order of liquidation of, or appointment of a
receiver of liquidating trustee for, the reciprocal.
10. Revocation
10.1 Subscriber reserves the right to revoke this Agreement and the power of
attorney at the end of any policy year upon sixty day's written notice to the Attorney-In-Fact.
As of such date, such Subscriber shall cease to assume any liability as an insurer in any policy
of insurance thereafter issued by the Insurer and the Subscriber's liability as an insurer in all
policies of insurance issued prior thereto shall terminate with respect to occurrences after such
date. Subscriber remains liable as an insurer on all policies issued prior to the date of
revocation with respect to occurrences prior to such date, such liability being discharged by
the surrender of its operating reserve pursuant to this Agreement, and by way of any
assessment which may be levied in accordance with this Agreement. If it is determined by the
Attorney-In-Fact that the Subscriber's share of liability for losses, expenses and assessments is
less than its operating reserve, such reserve, less surrender charges, will be returned.
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Subscriber's revocation of this Agreement shall be construed as simultaneously ordering
cancellation of all outstanding policies of insurance granted by the Insurer. The provisions of
this Section shall be applicable in the case of any withdrawal, whether voluntary or at the
direction of the Insurer. Subscriber acknowledges and represents that it releases any claims or
demands against the Insurer for return of its surplus contribution and subordinated loan
payments and as otherwise determined by the Board of Governors.
10.2 Within one year after receipt of notice of revocation, all amounts in
Subscriber's separate account, other than the amount accumulated as an Operating Reserve or
as may be assessed by levy, shall be paid to Subscriber, upon approval by the New York State
Insurance Department. Thereafter, such Subscriber's proportionate share of earnings, if any,
for the period of time for which it was a Subscriber during the year in which it revoked this
Agreement, shall be determined and paid in accordance with this Agreement.
11. Ownership of Documents. The license of the Insurer, and all other papers, books,
records, furniture and other equipment used in conducting the business of such Insurer, are and shall
remain the property of the Subscribers.
12. Surplus Contribution and Subordinated Loan Payments
12.1 Notwithstanding any surplus funds received by the Insurer pursuant to
subordinated loan agreements, each Subscriber shall be obligated to pay such initial surplus as
required by Section 6102(e) of the New York Insurance Laws in accordance with such plan as
developed by the Board of Governors.
12.2 Each subscriber shall be severally liable for such assessments as the Board of
Governors shall levy, for the purpose of meeting the repayment terms of any subordinated loan
agreements, should the insured be unable to satisfy such obligations out of its surplus.
13. Previous Agreements. This Agreement and the power of attorney granted by it shall
supersede all previous agreements and powers of attorney, if any, executed by Subscriber.
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14. Miscellaneous
14.1 Any personal pronoun used to refer to the Attorney-In-Fact shall apply
regardless of whether the Attorney-In-Fact is a firm, corporation, not-for-profit foundation or
one or more individuals.
14.2 The power of attorney granted by this Agreement shall be and is strictly limited
to uses contemplated by and expressed in this Agreement and no other.
14.3 Subscriber shall fully and faithfully carry out, execute, and perform all requests
in which the Board of Governors and the Attorney-In-Fact shall by virtue of this Agreement
bind Subscriber, and in the same manner, Subscriber ratifies and confirms all that the Board of
Governors and the Attorney-In-Fact may lawfully do or cause to be done by virtue of this
Agreement.
14.4 Any reference to a specific section or article of the New York Insurance Law
shall be deemed to refer to the then current section or article or its equivalent or any
amendment or addition or deletion thereof, if any. The Board of Governors shall be
authorized to issue a correction or memorandum concerning any such changes made in the
law.
15. Amendment
This Subscription Agreement may be changed, amended, or modified only in accordance with
Section 6107(d) of the New York Insurance Laws.
(SIGNATURE PAGES FOLLOW)
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IN WITNESS WHEREOF, we have hereunto set our hand the day of#A.kj{tijC1 ' 20,R k.
Subscribing Municipality '
By: P
Scok+ u s&-11
Title: S j Y
STATE OF NEW YORK
ss:
COUNTY OF
n �
On the day of �S�- , 20�(, before me personally came c5CQ3� -Z� U, to
me known to be the individual described in and who executed the foregoing Subscriber's
Agreement, and acknowledged that5 -U,W51M executed the same.
LAUREN M.STANDISH �J((A�a-1 - 44ayc&D h`
Notary Public-State of New York
No.01ST6164008 Notary Public
Qualified in Suffolk County
Commission Expires April 9, 2023 '
My commission expires: hr q �@0,33@0,33
TO BE SIGNED BY ATTORNEY-IN-FACT
r
THE NEW YORK STATE LOCAL GOVERNMENT
SERVICES FOUNDATION, INC.
By: ----j 4
Title:
12
State of New York
County of Su%0 lk ss:
eA 1 being duly sworn, deposes and says
that he is the ku SQy," of the J_OQU\In 04 Soo+h0(d
(Municipality) and is an officer of the municipality. Deponent further states that he is familiar
with the financial condition of the municipality and with its assets and liabilities and that the
_TUWV)4 OLAhO�d (Municipality) has assets, in its own right, in an amount not
less than fifty thousand dollars in excess of liabilities.
(Signature & Title)
Sworn to before me this
l'' II �
c� day of lL �- , 20 J.4
Notary Public
Rev. l0/19
LAUREN M. STANDISH
Notary NPublic-state of W York
No.O i ST6164008
aualified in Suffolk county
Commission Expires April 9,2023
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RECEIVED
o�®�1SFFQL��
SSP 9 2021
Southold Town Clerk
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Ms. Elizabeth A. Neville, Town Clerk
From: Missy Mirabelli
Secretary to the Town Attorney
Date: September 8, 2021
Subject: Agreement Between Town of Southold and NYMIR
With respect to the above-referenced matter, I am enclosing an original, fully executed
Agreement for your records.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Thank you.
Cc: Accounting
/mm
Enclosures