FOR THE COUNTY OF MARJON. Case No. STIPULATED ORDER APPOINTING RECEIVER

Transcription

1 B t- c;j : = ;>-, a.... <.) "O!.;: > I STATE OF OREGON Marion Conty Circit Corts JUL 1 1 FILED 1 1 IN THE CTRCUTT COURT OF THE ST ATE OF OREGON FOR THE COUNTY OF MARJON STATE OF OREGON, Acting by and throgh Patrick Alien, Director of the Oregon Department of Consmer and Bsiness Seniices, Plaintiff, Case No. 1CV v. OREGON'S HEALTH CO-OP, an Oregon nonprofit corporation, Defendant STIPULATED ORDER APPOINTING RECEIVER 1 THIS MATTER came before the cort on the stiplation of the parties for an order 1 appointing a receiver prsant to ORS.1,., and.. The cort, having reviewed the evidence and stiplations sbmitted by the parties, finds that Oregon's Health Co- 1 Op is nable to pay its obligations as they become de ad that it is insolvent as defined by ORS.1(). The cort frther finds that it is necessary for a receiver, as defined in ORS.1(), to take charge of, manage, and rehabilitate Oregon's Health Co-Op (). Failre to ap.point a receiver cold reslt in frther financial loss to third parties. The cort frther finds that has consented to the entry of this order and any sbseqent order converting this rehabilitation case to a liqidation. Page 1 - STIPULATED ORDER APPOINTING RECEIVER DEPARTMENT OF JUSTJCE l l Cort Street l'ie Salem, OR J- PRONE () - CGW/tnl/CED 1CV OR Order.. 1 1m w H

2 ['- c; I': : -o ;:.-,.... <.) t: "O <e ii) > I It is THEREFORE OI<DERED -la T: 1. Patrick Allen, Director of Oregon Department of Consmer and Bsiness Services be, and hereby is, appointed receiver of all of the property and assets of and is appointed rehabilitator of.. Jan Moenck, of Risk and Reglatory Conslting, LLC, be, and hereby is, appointed special depty receiver to act for the director as the director deems necessary in this receivership.. The receiver shall take any and all action necessfy to manage and control the bsiness and financial affairs of. Sch action may inclde disciplining, terminating, sspending, or employing individals, as necessary to carry ot the day-to-day fnctions of the bsiness.. The receiver is vested with all of 's right, title, and interest in and to all assets and property of every kind, both tangible and intangible, and shall assme fll and exclsive control of, all the assets of the receivership, and is athorized to take all steps necessary to secre sch property, rehabil tate the same as necessary, and to maintain or close all existing acconts or open new acconts for the receivership.. The receiver is directed to immediate1y take and maintain possession and control of the premises occpied by for its bsiness, condct all of the bsiness and affairs of or so mch thereof as he may deem appropriate, manage the affairs of and rehabilitate, if feasible, or seek hqidation if the receiver determines that rehabilitation is not feasible.. All athority of all owners or persons acting on their behalf, officers, directors, and managers of is hereby sspended and vested with the receiver lmtil frther written, _j order of this cort.. All third-party vendor contracts and provider contracts with shall contine in fll fo rce and effect, and the receiver shall be athorized to maintain and administer sch contracts according to the terms of the agreements between and the third-party vendor or Page - STIPULATED ORDER APPOINTIN'G RECEIVER CGW/tnl/CED Con Street NE &alem, OR l - PHONE: () -

3 ' r- c; c:: :... >,.... (.) - Q) a:; > I ) 1 l 1 provider, regardless of any prior notice of or attempt at cancellation by sch vendor or provider, ntil sch time as the receiver or this cort directs otherwise, and any action by the parties to the contrary is stayed by entry of this order. The receiver shall also have the right to terminate and sspend the performance of the estate nder sch contracts in his sole discretion. All providers shad contine to perform services and provide spplies to sbscribers of as long as sch sbscribers contine to pay premim ntil frther notice by the receiver. Any claim by a provider with respect to services or spplies provided on or after the date hereof shad be an expense of administration and shall be paid in the ordinary corse by the receiver. Providers shall not seek to collect from sbscribers any amont owed for services or spplies provided by sch provider dring any period dring which the sbscriber shall have paid the premim owed.. shall not engage in any advertising or solicitation whatsoever.. and its policyholders, owners, shareholders, officers, directors, managing general agents, agents, attorneys, accontants, actaries, servants, employees, banks, savings and loan associations, credit nions, and any other partnership, company, or entity controlled by same or persons acting for or on their behalf are hereby ordered to immediately srrender and trn over to the receiver property, bsiness, affairs, transactions, bank acconts, all keys to premises and to safe deposit box.es, to advise the receiver of the combinations to any safes, safekeeping devices or restricted access entries, any passwords to electronic information or online acconts with vendors, compters, all primary and secondary storage media, docments, claims files, software, electronic data, , websites, copying rights, trademarks, patents, books, records, acconts, contracts, rights of action, and all other assets of, inclding all real property, and the premises occpied by, and are hereby enjoined from the transaction of the bsiness of, except with the concrrence of the receiver or ntil frther order of this cort. 1. Toe receiver may maintain existing accont<> or establish new acconts at any financial instittions inst.rred by an agency of the United States government, shall deposit in Page - STIPULATED ORDER APPOINTING RECEIVER J 1 CoUTl Street NE Salem, OR 1 - PHONE: (.) - CGW!tnl/CEDJ 1

4 ' C:! r-- (;J c. li t:.... ;>, Cl.. t) ti) t: - ti) '-B i > I those acconts fonds received in connection with the receivership property, shall ta.ke possession of secrities and certificates of deposit, and sbal.1 deposit in interest-bearing acconts money not expended for receivership prposes.. The receiver shall assme cstody and control of all the books and records of the receivership; it shall maintain accrate records of all receipts and expenditres. 1. All persons and entities who become aware of the cort' s order, inclding the parties named in this action, shall have an affirmative dty to cooperate with the receiver, shall refrain from interfering with the receiver in the exercise of his dties, shall refrain from exercising any control with respect to the receivership or its assets, and sch persons shall immediately trn over to the receiver all books and records of the receivership, as well as any other property of the receivership, as reqested by the receiver, notwithstanding their dismissal by the receiver. 1. The receiver is and shall be the holder of all privileges held by, inclding the attorney-client, accontant-client, and all other evidentiary privileges, wi.th the power to waive sch privileges, in the receiver's sole discretion. 1. The receiver is entitled to pennit sch frther operation of as the receiver may deem necessary to be in the best interests of the policyholders and creditors of. 1. The receiver will pay or atb.orize to pay, all payroll, associated employee withholdings, employer tax and benefit contribtions, and reimbrsement of reasonable bsiness expenses incrred throgh Snday, Jly JO, 1 when de; 1. The receiver is athorized to enter into contracts, obtain professional services, inclding attorneys, accontants, and real estate professionals, pay claims, collect debts, prchase insrance as necessary to carry ot the terms of the receivership, as the receiver deems reasonable and necessary, and the receiver may appear in, prosecte, and defend sch legal actions as are necessary to carry ot its obligattons. ORS.. Page - STIPULATED ORDER APPOWTING RECEIVER CGW/tnl/CED l 1 Cort. Street NE Salem, OR 1- PHONE: () -

5 ' C::1,..., C::1 t"- c;j I': : i,_,. '- >... - '-e i > I The special depty receiver is entitled to compensation at her normal horly rates for services performed as receiver and is entitled to reimbrsement for all costs and expenses, inclding bt not limited to professional fees, incrred in performing services in this matter. The depty receiver's compensation and reimbrsements shall be paid from the assets of the receivership. ORS.. 1. All premims and other debts de to shall be paid to the receiver nless othenvise directed. 1. Any reinsrance premims de to or payable by shall be withheld from, remitted to, or disbrsed by the receiver or to another party at the receiver's discretion. The receiver shall administer reinsrance losses recoverable or payable by. All correspondence concerning reinsrance shall be between the receiver and the reinsring company or intermediary nless reqested by the receiver.. Upon reqest by the receiver, any company providing telephone services to shall provide a reference of calls from the nmbers presently assigned to to any nmber designated by the receiver or perform any other services or changes nece ss to the condct of the receivership. 1. Any b savings and loan association, financial instittion, govemment.aj entity, and any other person which has on deposit or in its control any fnds, acconts, or other assets of or whicb may owe amonts to shall immediately transfer title and control of sch assets to the receiver or shall make sch payment to the receiver and are hereby instrcted that the receiver has absolte control over sch assets and rights to payment The receiver may change the name of sch acconts, withdraw the contents, or take sch action necessary for the proper condct of this receivership. No bank, savings and loan association, financial instittion, govemment.aj entity, or any other person shall exercise any form of setoff, recopment, administrative freeze, or other similar remedy whatsoever, or refse to transfer any fnds or assets or pay any amonts owed to the receiver withot tbe permission of this cort. Page - STIPULATED ORDER APPOLNTING RECEIVER l l Cort Street NE Salern, OR 1-() PHONE: () - CGW/tnL/CED

6 ' c::i,..., c::i ('- I': : i :... '- >... - '-e i > I Any entity frnishing telephone, water, electric, cable, internet, sewage, garbage, or trash removal services to shall maintain scb service and shall transfer any sch acconts to the receiver as of the date of the order entered herein, nless instrcted to the contrary by the receiver.. Any data processing service which has cstody or control of any data processing information and records, inclding, bt not limited to, somce docments, data processi.ng cards, inpt tapes, all types of storage information, master tapes, or any other recorded information relating to shall transfer cstody and control of sch records to the receiver. The receiver shall compensate any sch entity for the actal se of hardware and software which the receiver finds to be necessary to the receivership. Compensation shall be based on the monthly rate provided for i.n contracts or leases witb that were in effect when this proceeding was instimted or based pon sch contracts as may be negotiated by the receiver, for the act.aj time sch eqipment and software is sed by the receiver.. The United States Postal Service is directed to provide any information reqested by the receiver regarding and to handle ftre deliveries of 's mail as directed by the 1 receiver. 1. The receiver may condct an investigation of, its sbsidiaries and affiliates 1 to ncover and make flly available to the cort the tre state of OH C's financial affairs and the 1 reasons for its insolvency. In frtherance of this i.nvestigation,, its parent corporations, its sbsidiaries, its affiliates, its third party administrators, and all other persons shall make all J books, doements, acconts, records, and affairs which either belong to or pertain to, available for fll, free, and nhindered inspection and examination by the receiver dring normal b.siness hors (: a.m. to : p.m.) Monday throgh Friday, or sch other times as the receiver deems necessary, from the date of this order. and the above-specified entities shall flly cooperate with the receiver. Sch cooperation shall inclde, bt not be limited to, the taking of oral testimony nder oath of 's policyholders, shareholders, owners, o.fficers, Page -- STIPULATED ORDER APPOJNTJNG RECEfVER Cort Street NE Salem, OR l- PHONE: () - CG W/tn l/ceds l 1

7 directors, managing general agents, agents, accontants, actaries, attorneys, servants, managers, trstees, adjsters, employees, or independent contractors of, its parent, affiliates, and sbsidiaries, and any other person or entity who possesses or possessed any athority or control over any segment of the affairs of in either their oft1cial, representative, or individal capacities, and the prodction of all docments needed to disclose the tre state of 's affairs and the reasons for its insolvency. Except with the conc..rreoce of the receiver or ntil frther written order of this cort, all sits, proceedings, and seizres against in any cort are hereby stayed in order to prevent the obtaining of any preference, jdgment, seizre, levy, or lien, and to preserve the 1 property and assets of.. All persons and entities are enjoined and stayed from obtaining preferences, 1 jdgments, attachments, or other like liens, or execting on aijy lien against, its property 1 and assets while in the receiver's possess.ion and control as of the date of this order ntil frther 1 orders to the contrary. ORS.. 1. All persons and entities are enjoined and stayed from exercising any right of set J off, recopment, administrative freeze, or any similar remedy with respect to any amonts owed 1 to or tbe receiver. All persons and entities are enjoined and stayed from exercising any 1 right to terminate, cancel, sspend performance, or exercise any remedy nder any agreement 1 with.. No bond is reqired in connection with the appointment of the receiver, prsant 1 to ORS.1().. and its shareholders, members, sbscribers, agents, officers, directors, employees, and all other persons are hereby enjoined from: a. transacting any bsiness of, inclding, bt not limited to: Page --- STfPULA TED ORDER APPOINTING RECEIVER DEP AR'fMENT OF JUSTICE l J Cor1 Street NE Salem, OR 1- PHONE: () - CGW/tnl/CED l l

8 ' '<;; c:: : ;..., '- >->. - il) 1-f: > I i. the writing, issance, or renewal of any certificate of coverage, insrance policy, binder, or endorsement to an existing policy or certificate of coverage; I L rn. the payment of claims and of any policy or certificate of coverage benefits; the incrring of any claim or loss adjstment expense; b. selling, transferring, disposing, encmbering, or concealing the assets of ; c. disposing of any records or other docments belonging to or relating to the bsiness and affairs of ; d. withholding any books, acconts, docments or other records related to the bsiness of from the receiver; e. disposing of or withholding any compter, laptop, or server whicb contains or may contain information or data regarding ; f. interfering with the receiver or with this proceeding; g. committing or permitting any waste of the assets of ; dissipating or transferring any bank acconts of ; h. demanding, collecting, or in any other way diverting or sing any of the fnds of ; t. institting or prosecting frther any action or proceeding against ; j. obtaining or attempting to obtain any preference, jdgment, attachment, garnishment, or lien against, its assets, or its policy holders; k. levying exection against, its assets, or its policy holders; L from exercising any right of set off, recoprnent, adm.i.nistrative freeze, or any similar remedy with respect to any amonts owed to or the receiver; Page - STIPULATED ORDER APPOWTING RECEIVER CGW/ml/CEDl 1 l 1 Cort Street NE Salem, OR 1 - PHONE: () -

9 ' r-- (;J c: : i... -o > a "O <: ;::: > I 1 from exerc.ising any right to terminate, cancel, sspend performance, or exercise any remedy nder any agreement with ; m. selling or making any deed for nonpayment of taxes or assessing any taxes that wold lessen the vale of the assets of to the receiver; n. performing any other threatened or contemplated act th.at might lessen the all except as directed by tbe receiver. vale of the assets of or prejdice tbe rights of the policyholders, creditors, or shareholders of, or the administration of this proceeding, D this._... day of Jly, I 1 1 Circit Cort Jdge -- -le. Pe.a.l.l. IT IS SO STIPULATED: ELLEN F. ROSENBLUM Attorney General JJ- t/ fof..: Carolyn o :v/ade# 1 Senior Assistant Attorney General Of Attorneys for Plaintiff Department of Jstice ll Cort Street NE Salem, OR 1 Telephone: -- Facsimile: Caro)yn. G.,Y!..E:..@.D.L1-t.. ot},lji MILLER NASH GR.A.BAM & DUl\1N LLP IA.,. ( David W. Hercher #1 Of Attorneys for Defendant Miller Nasb Graham & Dnn LLP US. Bancorp Tower J S.W. Fifth Ave.ne Portland, Oregon Telephone: -- t:.. U Facsimile: Jd.?Ydis;rcber@miJ J mash. com Page - STIPULATED ORDER APPOINTIN'G RECEIVER DEJ' ARTMF.1'T OF.nJSTICE Cmm Street NE Salem, OR 1- BH1'<1: (G) - CGW/tnl/CED