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2022-252-E-County Mgr-Travelers Insurance-Work comp coverage
Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Travelers Insurance Party/Vendor Contact Person: Tiffany Allen Contact Phone: 704-544-3520 Party/Vendor Address: 1440 Carmel Commons Blvd. City Charlotte State: NC Zip: 28226 Department: County Manager- Risk Mgmt Amount: $227,358. Purpose: Work Comp Coverage Budget Code(s): 10230220 641000 Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C 6/30/2022 6/30/2022 6/30/2022 7/1/2022 Version 11.09.20 Program Agreement - Orange County Page 1 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. Between THE TRAVELERS INDEMNITY COMPANY (“Travelers”) And Orange County (“Insured”) EFFECTIVE DATE: 07/01/2022 WHEREAS, the Insured wishes to obtain the Policies from Travelers, which policies contain loss sensitive components; and WHEREAS, Travelers is willing to issue the Policies pursuant to the Collateral and Payment requirements in this Insurance Program Agreement; and WHEREAS, Travelers and Insured (collectively hereinafter “the Parties”) wish to enter into an agreement for the receipt and provision of insurance and insurance-related services; and WHEREAS, this Agreement is effective on the Effective Date listed above and remains in effect until terminated pursuant to its terms; and WHEREAS, this Agreement applies to each Program Term for which a Program Exhibit is attached and to all Obligations regardless of the Program Term from which the Obligation arises. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows: A. DEFINITIONS Capitalized terms in this Agreement are either defined in this “Definitions” section or are defined elsewhere in this Agreement (including the Exhibits). “Agreement” means this Insurance Program Agreement between the Parties, and includes Exhibits, Integrated Agreements and amendments thereto, if any. “Collateral” means security for your Obligations which you are required to provide to us pursuant to this Agreement and which is acceptable to us in form, content, issuer and amount. “Insured”, “you”, and “your” means the Insured listed above and each of its affiliates, divisions, subsidiaries, general partners and limited partners who are named insureds on any of the Policies DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 2 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. referenced in the Program Exhibit(s) and, with respect to workers compensation insurance, who are employers referenced in Item 1. of the Information Pages of the workers compensation Policies, and each of its predecessors and successors, and includes those affiliates, divisions, and subsidiaries who are or were named as the principal on any surety bonds identified in the Program Exhibit(s). “Maximum Billed Losses” is the most we will charge and the most you will pay for losses listed in the applicable Program Exhibit, and is, subject to the formula listed in the applicable Program Exhibit. Claim Handling Charges, premium tax, surcharges and assessments associated with these losses are not part of the Maximum Billed Losses and will continue to be billed and payable until the Maximum Billed Losses amount is reached. “Minimum Billed Amount” is the least we will charge you for the Policies in a Program Term, subject to the formula listed in the applicable Program Exhibit. “Obligations” means any indebtedness or liability of any kind owed or owing by you to us, whether direct or indirect, joint or several, now existing or hereafter arising in connection with this Agreement, the Policies, any past agreement letters or past or future insurance program agreements, surety bonds, any agreements incorporated herein by reference, and any other similar agreements, including, but not limited to, any indemnity or self-funded retention agreements between you and United States Fidelity and Guaranty Company, Discover Property & Casualty Insurance Company or any of our other affiliates, including, but not limited to, attorneys’ fees incurred by us in enforcing your Obligations. “Plan Adjustment” means the periodic valuation of your Obligations pursuant to the terms set forth in the Payment Schedule of the applicable Program Exhibit. “Plan Losses” means all losses actually paid within the Amounts Retained By You layer applicable to a Policy. The Amounts Retained By You section of the applicable Program Exhibit denotes whether Allocated Loss Adjustment Expense or Defense Expenses are included in or are in addition to Plan Losses. “Policy(ies)” means the insurance policies listed in the applicable Program Exhibit(s). “We”, “our” and “us” means Travelers and all if its property casualty insurance and service subsidiaries and affiliates, but only to the extent such companies have issued Policies or are performing services for you under this Agreement. B. PAYMENT You agree to pay all your Obligations when due according to all applicable Program Exhibits. This Payment Section sets forth the manner in which certain of your Obligations will be paid. All the dates and frequencies referenced herein are set forth in the applicable Program Exhibit(s). 1.Rating Plan Obligations, Taxes, Surcharges and Assessments. The estimated rating plan obligations, taxes, surcharges and assessments are set forth in the applicable Program Exhibit. We will credit to you any overpayment of these charges as may be subsequently determined by audit and/or other adjustment as provided for in this Agreement, the Policies or applicable DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 3 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. state law or regulation. If an additional amount is determined to be due, you will pay any additional amount following our notice to you that additional funds are required. You agree to pay any additional surcharges, taxes, or other assessments, whether or not known at the time of this Agreement, as required by law. 2.Loss Fund Requirements. The amount of any loss fund requirements is set forth in the applicable Program Exhibit. We reserve the right to increase the amount required, and you agree to pay such additional amount following our notice to you that additional funds are required. 3.Plan Losses, Claim Handling Charges and Other Fees. You agree to pay all Plan Losses, Claim Handling Charges, and annual Premium Tax, Surcharges and Assessments (if any) associated with your Policies pursuant to the Payment Schedule in any applicable Program Exhibit. 4.Plan Adjustments. You agree to pay all Plan Adjustments, subject to any minimum or maximum billed amounts agreed to by the Parties, on the commencement date, and according to the billing frequency and basis, as set forth in the applicable Program Exhibit. 5.Services. You agree to pay all expenses for Supplemental Services provided pursuant to the Supplemental Services section of the applicable Program Exhibit. 6. You agree to the terms and conditions for billing and payment as set forth in all applicable supplements, exhibits and/or schedules. You agree to pay each bill or invoice that is submitted to you within 30 days of the date of such bill or invoice, unless other terms are set forth in the bill or invoice or as otherwise agreed to between you and us. All payments will be in U.S. Dollars. Either of the Parties may offset any balance due to it under this Agreement, or any other property casualty agreements heretofore or hereafter entered into between you and us. C. COLLATERAL AND REMEDIES 1. In order to assure payment and performance of your Obligations to us, you agree to pledge, deliver to us and maintain Collateral in the amount, form, content and issuer acceptable to us and on or before any due date(s) as set forth in the applicable Program Exhibit and pursuant to the terms of the Collateral Exhibit, if any. You acknowledge that we would not provide the Policies or enter into this Agreement without the Collateral. We will hold the Collateral until we determine all of your Obligations to us are final, or until we, in our sole, good faith discretion, decide that we no longer need the Collateral. 2. If you request and we agree in our sole, good faith discretion that Collateral to secure all or a portion of your Obligations will be provided by an entity or entities other than you, and the Collateral is in fact so provided, the entity providing the Collateral acknowledges that it derives direct and substantial benefits from this Agreement, and that we would not provide the Policies or this Agreement without the Collateral. Each entity providing Collateral agrees that it is bound by all of the terms and conditions of this Agreement, including but not limited to the provisions that the Collateral secures all Obligations under this Agreement and under all of the Policies (regardless of the amount of Collateral provided by that entity) and that the duties and DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 4 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. Obligations of that entity and you and your successors and affiliates, divisions and subsidiaries are joint and several. 3. The parties shall in good faith attempt to agree upon each calculation of Collateral. In the absence of mutual agreement as to any such calculation, our calculation of Collateral shall be binding and conclusive for purposes of this Agreement, absent our bad faith or manifest error. 4. If we do not presently require Collateral from you, we reserve the right to require, and you agree to provide, such Collateral within 10 days of our written notice to you that Collateral will be required. If Collateral is required at any time pursuant to this Agreement, you agree to abide by the terms set forth in this Agreement. 5. We may change the Collateral requirements when we determine, in our sole, good faith discretion, any of the following circumstances has occurred: a. We determine that an increase in the Collateral held by us is required; or b. A change in the form of, or an increase in the total amount of, Collateral we hold is required in order to comply with applicable law/regulation or in order for us to obtain a benefit under applicable law/regulation; or c. There is a material change in the financial condition of the issuer of any Letter of Credit or other Collateral, or the financial institution holding any Collateral is no longer acceptable to us. Within 15 days after we give you written notice of a change in the Collateral requirements, you will deliver such Collateral. Upon cancellation or non-renewal of your insurance program with us, we may require a Letter of Credit as substitution for any other form of Collateral we hold. 6. You will be in default of this Agreement if you: a. fail to pay any amount to us when due; or b. fail to perform any Obligation or satisfy any requirements under this Agreement or any other Exhibits or Amendments thereto; or c. fail to deliver to us within the time specified or fail to maintain any Collateral required by this Agreement, or fail to deliver or keep available, as Collateral, any Collateral or increase thereof required by this Agreement; or d. become insolvent or unable to pay your debts as they become due or you are declared bankrupt or insolvent, or if a debtor relief proceeding has been brought by or against you; or e. make misrepresentations to us or breach any representations you have made to us, either orally or in writing; or f. fail to sign Integrated Agreements. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 5 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. 7. If you are in default, then we may immediately terminate some or all of your rights to defer payment of your Obligations, as such rights are set forth in this Agreement, and we may also immediately: a. consider due and payable all of your Obligations to us including, but not limited to, those Obligations accruing in the future; and b. satisfy amounts due us by (i) executing immediately, drawing upon or making a claim upon any Collateral we hold, in whole or in part, and applying the proceeds thereof to any amounts due and/or (ii) by holding the proceeds thereof until such time as we, in our sole, good faith discretion, have determined your Obligations to us to be final, and/or we collect from you all amounts that remain outstanding; and c. where permitted by and in compliance with applicable law, (i) terminate your insurance program or any Policy, (ii) terminate any surety bond issued or identified in the applicable Program Exhibit and (iii) cancel or non-renew any certificates of insurance or financial responsibility filings made on your behalf; and d. subject to the terms and conditions of the applicable Policies, cease administering future Plan Losses within the Amounts Retained By You; and e. pursue any and all other legal and equitable rights and remedies available to us under applicable law, including, but not limited to, seeking injunctive relief for your failure to provide us with Collateral, pursuant to the terms of this Agreement. 8. After any default, we may recalculate your Obligations pursuant to the terms of this Agreement and exercise at that time, or at any time thereafter, any of our rights and remedies described in this Agreement until we determine, in our sole, good faith discretion, that your Obligations are final. 9. After default, you agree that we may charge you interest on any of your Obligations that remain outstanding beyond 5 days of our demand. You shall also reimburse us for any and all costs and expenses incurred by us in connection with the collection or enforcement of any of your Obligations to us, including, but not limited to, our attorneys’ fees and expenses (including those associated with Arbitration as further set forth in Section 4 of the General Provisions section of this Agreement). Interest shall accrue daily, at the prime rate of interest in effect daily at J.P. MORGAN CHASE & CO., 270 PARK AVENUE, NEW YORK CITY, NEW YORK 10017- 2070, plus 200 basis points, not to exceed the highest rate allowed by law, from the due date on the bill or invoice until the date we receive payment. 10. After default, any credit or return due to you pursuant to this Agreement will be held by us without interest to you as security for payment of any future Obligations that may develop. Also, we may hold the proceeds of any Collateral we execute, draw or make a claim upon, without interest to you, and we may, from time to time, apply such Collateral proceeds to any of your Obligations. We will return to you any proceeds from any Collateral other than a Letter of Credit or surety bond that we have not applied to Obligations when we, in our sole, good faith discretion, determine that all Obligations finally developed have been paid, or that we no longer need the Collateral. We will return to the issuer any Letters of Credit, surety bonds or DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 6 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. proceeds therefrom we have not applied to Obligations, when we, in our sole, good faith discretion, determine that all Obligations finally developed have been paid, or that we no longer need the Collateral. Pursuant to this Agreement and the Collateral, whichever Travelers company is named in the Collateral as beneficiary pursuant to the requirements of this Agreement has the authority and ability to exercise those rights as an agent for any and all Travelers company(ies). D. GENERAL PROVISIONS 1. Cancellation of Insurance Policies. a. If, pursuant to the conditions of any Policy, such Policy is cancelled by either Party prior to its expiration, the audited exposure base for that Policy shall be calculated by adding the audited exposure base from the beginning of the Policy period to the date of the cancellation and the estimated exposure base for the balance of the original Policy period for the purpose of calculating your Maximum Billed Losses, audited Non- Loss Responsive Premium(s) and/or audited Expense(s). Your Minimum Billed Amount will remain calculated or defined as set forth in the applicable Program Exhibit. b. All other Obligations will not be affected by such cancellations. 2.Termination of Agreement. This Agreement shall terminate when we determine, in our sole, good faith discretion that all of your Obligations are final, have been paid and/or otherwise performed, unless we terminate the Agreement earlier pursuant to its terms. 3.Choice of Law, Venue and Jurisdiction. Your insurance program is deemed made in CONNECTICUT, evidences a transaction involving interstate commerce, and shall be governed by the internal laws of CONNECTICUT without regard to its rules regarding conflict of laws. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C, Section 1 et seq.) (“FAA”) and, to the extent not inconsistent with the FAA, CONNECTICUT arbitration law, and shall take place in CONNECTICUT. The exclusive venue (subject to the applicable rules of the courts concerning the assignment or transfer of cases) for any action to enforce any rights under this Agreement shall lie in the State or Federal Court in HARTFORD County, CONNECTICUT. 4.Agreement to Arbitrate a. The Parties will attempt to resolve any dispute arising under this Agreement without resort to formal procedures. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, which cannot be resolved by informal means shall be determined by arbitration before three arbitrators (“Arbitration Panel”), or, in matters where the amount claimed in the claimant’s demand for arbitration is less than $250,000, by one arbitrator. Unless otherwise agreed to by the Parties, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 7 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. Procedures, including the Expedited Procedures therein if agreed to by the Parties, or, for matters where claimant’s demand is less than $250,000, the JAMS Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. b. Neither Party shall submit to arbitration (i) any coverage disputes which arise under or in connection with claims or suits brought against the Policies; (ii) claims by or against you and other Travelers policyholders with respect to other insurance programs with us; (iii) claims by or against you and other policyholders of any other commercial lines property casualty insurer(s), including but not limited to any claim under (ii) or (iii) which you purport to arbitrate as a representative or member of a class or as a private attorney general; (iv) any matter seeking to restrict our right to draw upon the Collateral or which would have the effect of restricting our right to draw upon the Collateral; (v) any matter by us pursuant to subsection 7(e) of Collateral and Remedies Section of this Agreement. In addition, in the context in the Workers’ Compensation coverage, neither Party shall submit to arbitration any dispute, the resolution of which has been committed to or the resolution of which is within, the exclusive jurisdiction of any state or federal governmental entity. c. The arbitrator or Arbitration Panel has no authority, and is not empowered, to consolidate or direct class-action arbitration as to any disputes between the Parties to this Agreement with other disputes between us and any other of our policyholders or other third parties. Nor shall the arbitrator(s) have authority or be empowered to consolidate or direct disputes brought by you as a private attorney general. Any determination by the arbitrator(s) to so consolidate or direct class-action arbitration or to consolidate or direct disputes brought by you as a private attorney general shall be beyond the arbitrator’s authority and jurisdiction and shall be void. d. The arbitrator or Arbitration Panel shall have authority to award pre-judgment interest, post-judgment interest, interim relief, pre-hearing security, and summary judgment. The arbitrator or Arbitration Panel is not empowered to award punitive or exemplary damages, and the Parties waive any right to recovery of such damages in arbitration. e. Each arbitrator shall be a disinterested, active or retired: (i) judge; (ii) executive officer of a property-casualty insurance company admitted or otherwise authorized to transact business in the United States; or (iii) executive officer of a property-casualty broker licensed in the United States. All arbitrators shall serve as neutral, independent and impartial arbitrators. f. Within 15 days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. g. The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on its merits, or except as may be necessary in DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 8 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. h. Each Party shall bear the initial expense of its own arbitrator and shall jointly and equally bear with the other Party all expenses of the umpire and of the arbitration. In arbitrations and related actions required in connection with the collection or enforcement of any of your Obligations to us, the arbitrator(s) may award costs and attorneys’ fees reasonably incurred by us in connection with the arbitration as well as interest on those Obligations. 5. Large Risk Alternative Rating Option; Consent to Rate. You acknowledge and agree that your Obligations under this Agreement are rated and priced in accordance with the terms of the National Council on Compensation Insurance (“NCCI”) Large Risk Alternative Rating Option (Filing Memorandum R-1295), the Travelers large risk filings and any amendments of either, as filed in the applicable state(s). The Parties recognize and acknowledge that you are paying certain rates and charges for your Obligations that may be more or less than the sum of charges that would be part of filed and approved rating plans for the underlying insurance coverages. You acknowledge that you have negotiated and consented to the prices and rates set forth in this Agreement 6. Audit; Review of Books and Records. We will audit your records on either a physical or statement basis, at our option and as otherwise required by law, to (i) determine your actual exposure base and (ii) calculate those charges which are subject to audit on the applicable Program Exhibit. We may also conduct periodic review of your financial condition. You will furnish us with such financial information and other books and records as we may reasonably request, including but not limited to certified financial statements. 7. Conflict with Laws or Regulations/Severability. Nothing in this Agreement shall be construed to require the commission of any act contrary to law. In the event of a conflict between any provision herein and any applicable law or regulation, the latter shall prevail. But, the provision so affected shall be limited only to the extent necessary to permit compliance with the minimum applicable legal requirement, and all other provisions of this Agreement shall continue in full force and effect. In the event of a conflict between any provision of this Agreement and any provision of any Policy, the Policy shall control. 8. Failure of Enforcement. Any failure by us to enforce any provision, exercise any option, or require any performance by you of any of the provisions of the Agreement shall in no way be construed to be a waiver, nor shall such failure in any way affect the validity of this Agreement or any part of it, or our right to thereafter enforce any provision of this Agreement or to exercise any right or remedy available to us under applicable law. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 9 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. 9. General Representations and Warranties. You warrant and represent that the person who signs this Agreement has been duly authorized to execute the Agreement for and on behalf of You, and that he or she has the authority to bind you jointly and severally to the terms of this Agreement. 10. Compliance Warranties. You represent and warrant that your performance under this Agreement will comply with all applicable federal, state, local, and international laws, regulations and orders of any governmental, judicial or administrative authority including, but not limited to, the following: a. Economic Sanctions. You represent and warrant that you are not, nor are you owned or controlled by, nor do you own or control, a person or entity that is (i) on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any list of known or suspected terrorists, terrorist organizations or other prohibited persons published by any jurisdiction in which the Insured is doing business, or (ii) subject to economic or trade sanctions imposed by the United States Government, which restrict U.S. companies from engaging in financial or other transactions with such entity for any reason, including but not limited to being resident or headquartered in or a governmental entity of a country subject to such sanctions. b.Anti-Bribery and Corrupt Practices Controls. You represent and warrant that you are familiar with, have complied with, and will comply, in all respects, with laws, regulations, ordinances, and codes regarding anti-bribery, anti-corruption and the offering of unlawful or improper inducements, including but not limited to the U.S. Foreign Corrupt Practices Act, as amended, and other applicable anti-corruption and anti-bribery laws (collectively, the “Corrupt Practices Laws”) and will not engage in any transaction that could be deemed bribery. You shall maintain in place throughout the term of this Agreement policies and procedures to prevent corruption and bribery, including adequate procedures as required by applicable laws, and will enforce them where appropriate. You shall immediately notify Travelers in writing of any actual or suspected violation of any Corrupt Practices Laws. Notwithstanding anything in this Agreement to the contrary, if at any time during the term of this Agreement you breach the terms of this Section 10, then in addition to any other rights Travelers may have under the Agreement, Travelers may immediately terminate the Agreement without any obligation, liability or penalty of any kind. 11.Hold Harmless. You may be required to provide evidence of insurance, which may or may not include the amount of any Retention, to interested persons, boards, bureaus, lessors or other organizations. Your agent or broker will provide such evidence of insurance. You agree to indemnify and hold us harmless against any and all claims, settlements, lawsuits, payments, penalties, administrative proceedings, judgments, damages, interest charges, costs or expenses, including reasonable attorneys’ fees, resulting from or arising out of or in connection with any errors or omissions related to the issuance of such evidence of insurance. These hold harmless provisions survive termination of this Agreement. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 11.09.20 Program Agreement - Orange County Page 10 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. 12. Electronic Signature and Reproductions. This Agreement and any of its Integrated Agreements or Exhibits may be executed and delivered by electronic signature and transmission, each with the same force and effect as if the same were an original manual counterpart. Both Parties may retain an electronic reproduction (e.g. electronic image, PDF, photocopy of facsimile) of this Agreement, each of which shall be considered an original and shall be admissible in any action arising out of this Agreement. 13. Assignment. This Agreement is not assignable by you, without our prior written consent. 14. Notice. Any notices or communications required under this Agreement shall be in writing and sent by (i) overnight mail or (ii) electronic mail to the other Party at the address set forth in the Notices section of the most recent Program Exhibit. Such notices shall be deemed delivered when sent. 15. Acceptance - Entire Agreement. This Agreement, the Program Exhibit(s) and any other Exhibits referenced in this Agreement or the Program Exhibit(s), and including any Integrated Agreements and any Policies or other documents incorporated herein by reference, constitute the entire, integrated agreement of the parties with respect to the subject matter of this Agreement. This Agreement may not be amended or modified except pursuant to a written agreement executed by authorized officers of both parties. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 10.14.19 Program Agreement - Orange County Page 11 CA Form - WC 99 06 Q6 (B) © (2019) The Travelers Indemnity Company. All rights reserved. AGREED TO BY AND BETWEEN: Orange County THE TRAVELERS INDEMNITY COMPANY ________________________________________________________________________________________ Name: Bonnie Hammersly Address: 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 BHAMMERSLEY@ORANGECOUNTYNC.GOV DATE: __________________________________ Name: Gary Donaldson Address: 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 GDONALDSON@ORANGECOUNTYNC.GOV DATE: Address: Travelers,385 Washington Street St. Paul, MN 55102 Attn: Stephanie Gardner Email: SGARDNE2@travelers.com DATE:6-30-2022 DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 02.01.22 2022 Program Exhibit Orange County Page 12 CA Form - W04M8F19 © (2019) The Travelers Indemnity Company. All rights reserved. Your Insurance Program is comprised of your Insurance Policies and any services charged separately. This Program Exhibit outlines how your Obligations to us are calculated and paid. INSURED: Orange County PROGRAM TERM: 07/01/2022 TO 07/01/2023 RATING PLAN(S) Your Rating Plan Obligation(s) is a combination of all of the below plans and amounts: (1) LOSS RESPONSIVE RATING PLAN(S) (INCLUDING EXPENSES, CLAIM HANDLING CHARGES, PREMIUM TAXES) + (2) NON-LOSS RESPONSIVE RATING PLAN(S) + (3) SURCHARGES AND ASSESSMENTS + (4) SERVICES CHARGED SEPARATELY (IF ANY). (1) LOSS RESPONSIVE RATING PLAN(S) Deductible Plan Computation Formula Deductible Plan Paid Losses + Deductible Plan Claim Handling Charges + Administrative Expense Reimbursement = Deductible Plan Charges EXPENSES EXPENSE TYPE RATE (IF APPLICABLE)MINIMUM AMOUNT ESTIMATED AMOUNT Administrative Expense Reimbursement1 $0.1356 Per $100 of Audited Total WC Payroll Excluding Monopolistic States Payroll $74,775 $74,775 TOTAL EXPENSES INCLUDED IN THE INSTALLMENT SCHEDULE $74,775 1 Administrative Expense Reimbursement is the amount we charge for our annual, non-risk bearing expenses for certain policies, and is in addition to the Claim Handling Charges outlined below. Administrative Expense Reimbursement includes Risk Management Information System (RMIS) Charges, if purchased. If this program is non-renewed, and the parties agree that continued RMIS services will be provided to you, such continued services will be charged on an annual basis at a rate to be negotiated by the parties. CLAIM HANDLING CHARGES Workers Compensation and Employers Liability Claim Handling Charges Basis Rate Loss Conversion Factor (LCF)LCF .080 The LCF will be multiplied by the first $250,000 of each Workers Compensation and Employers Liability Loss and Allocated Loss Adjustment Expense associated therewith. The LCF will be applied beginning on the first day of the Program Term for this Program Exhibit and according to the billing basis and billing frequency noted in the Payment Schedule section of this Program Exhibit. Medical Cost Containment Component of Allocated Loss Adjustment Expense DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 02.01.22 2022 Program Exhibit Orange County Page 13 CA Form - W04M8F19 © (2019) The Travelers Indemnity Company. All rights reserved The Medical Cost Containment Components are charged pursuant to the Allocated Loss Adjustment Expense Exhibit to the Insurance Program Agreement. Allocated Loss Adjustment Expense has the same meaning as “Allocated Loss Adjustment Expense”, “ALAE” or “claim expense” in any applicable Policy, or, if the Policy has no such definition, it shall have the same meaning as set forth in the Allocated Loss Adjustment Exhibit. Savings Expense Fee Percentage of Savings Achieved 27% (2) NON-LOSS RESPONSIVE RATING PLAN Non-Loss Responsive Premium Formula (other than Guaranteed Cost Policies) Non-Loss Responsive Rate(s) x Corresponding Exposure Base(s), but in no event less than any stated Minimum Non-Loss Responsive Premium shown in the Non- Loss Responsive Premium section of this Program Exhibit (below). NON-LOSS RESPONSIVE PREMIUM TYPE OF COVERAGE RATE MINIMUM AMOUNT ESTIMATED AMOUNT Workers Compensation Deductible Premium $0.2767 Per $100 of Audited Total WC Payroll Excluding Monopolistic States Payroll $152,583 $152,583 TOTAL ESTIMATED NON-LOSS RESPONSIVE PREMIUM $152,583 Your premium amounts referenced above will include any residual market charges which may be assessed by the various states. (3) SURCHARGES AND ASSESSMENTS You will pay Surcharges and Assessments pursuant to individual state law or regulation. Surcharges and Assessments are exclusive of, and in addition to, your Rating Plans CHARGE TYPE RATE DEPOSIT/ESTIMATED AMOUNT TOTAL CHARGE INCLUDED IN THE INSTALLMENT SCHEDULE $0 THE FOLLOWING APPLY TO YOUR PROGRAM: AMOUNTS RETAINED BY YOU, ESTIMATED MAXIMUM AND MINIMUM BILLED AMOUNTS AND ESTIMATED EXPOSURES AMOUNTS RETAINED BY YOU Workers Compensation and Employers Liability Loss including ALAE a$300,000 DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 02.01.22 2022 Program Exhibit Orange County Page 14 CA Form - W04M8F19 © (2019) The Travelers Indemnity Company. All rights reserved Workers Compensation and Employers Liability Losses including Allocated Loss Adjustment Expenses (ALAE) arising out of a single accident shall be limited to the amount indicated above. For Occupational Disease Claims, this limitation shall apply to each employee. ESTIMATED MAXIMUM AND MINIMUM BILLED AMOUNTS Your Loss Responsive Rating Plan is subject to this section. All other rating plans are NOT subject to the Maximum or the Minimum Billed Amount. CHARGE TYPE RATE AMOUNT Estimated Maximum Billed Losses $2.1444 Per $100 of Audited Total WC Payroll Excluding Monopolistic States Payroll $1,182,500 Your Maximum Billed Losses will not be less than $1,182,500 Rating Plan Components Subject to Maximum Billed Losses: WC Deductible Plan Losses Minimum Billed Amount $0.4122 Per $100 of Audited Total WC Payroll Excluding Monopolistic States Payroll, but in no event less than the sum of the minimum amounts shown in other parts of the Program Summary $227,358 Rating Plan Components Subject to Minimum Billed Amount: Administrative Expense Reimbursement Workers Compensation Deductible Premium ESTIMATED EXPOSURES APPLICABLE TO OTHER THAN GUARANTEED COST POLICIES RATING PLAN EXPOSURE LOCATION ESTIMATED EXPOSURE AMOUNT WC Payroll Deductible Plan States NC $55,143,903 TOTAL WC PAYROLL EXCLUDING MONOPOLISTIC STATES $55,143,903 YOU HAVE AGREED TO PROVIDE COLLATERAL AND LOSS FUNDS IN THE AMOUNT AND OF THE TYPE DESCRIBED BELOW, AS FURTHER SET FORTH IN THE COLLATERAL AND REMEDIES SECTION AND THE COLLATERAL EXHIBIT OF THE INSURANCE PROGRAM AGREEMENT. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 02.01.22 2022 Program Exhibit Orange County Page 15 CA Form - W04M8F19 © (2019) The Travelers Indemnity Company. All rights reserved LOSS FUND REQUIREMENTS LOSS FUND TYPE AMOUNT REQUIRED FOR ALL YEARS (HISTORICAL AND CURRENT) AMOUNT CURRENTLY HOLDING (HISTORICAL POLICIES) ADDITIONAL (RETURN) AMOUNT DUE Deductible Plan Deposit $25,000 $0 $25,000 TOTAL LOSS FUND DUE (OR RETURN)$25,000 COLLATERAL REQUIREMENTS COLLATERAL TYPE AMOUNT REQUIRED FOR ALL YEARS (HISTORIC AND CURRENT) AMOUNT CURRENTLY HOLDING ADDITIONAL (RETURN) AMOUNT DUE Letter Of Credit $300,000 $0 $300,000 TOTAL $300,000 $0 $300,000 TOTAL COLLATERAL DUE PER COLLATERAL SCHEDULE $300,000 COLLATERAL SCHEDULE COLLATERAL TYPE AMOUNT DUE DATE Letter Of Credit $300,000 07/01/2022 TOTAL COLLATERAL DUE $300,000 INSTALLMENT SCHEDULE PAYMENT TYPE DUE DATE AMOUNT DUE Rating Plan Obligations Payable in 4 equal installments, beginning July 01, 2022 and the 1st day of each succeeding quarter thereafter. $227,358 Loss Fund Due with First installment $25,000 Installment Payments: Remit to Agent/Broker Plan Loss Payments: Pay Direct to Travelers Plan Adjustment Payments: Pay Direct to Travelers It is the agent’s or broker’s responsibility to comply with any applicable laws regarding disclosure to the policyholder of commission or other compensation We pay, if any, in connection with any Policy or program. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 02.01.22 2022 Program Exhibit Orange County Page 16 CA Form - W04M8F19 © (2019) The Travelers Indemnity Company. All rights reserved PAYMENT SCHEDULE PAYMENT AND VALUATION KEY DATES COMMENCEMENT DATE BILLING FREQUENCY BILLING BASIS Deductible Plan Plan Losses 07/01/2022 DB-Monthly Issued Paid Claim Handling Charges Workers Compensation 07/01/2022 DB-Monthly Issued Paid Administrative Expense Reimbursement Adjustment Administrative Expense Reimbursement Adjustment 01/01/2024 Once As per Expenses Section of the Program Exhibit Non-Loss Responsive Premium(s) Non-Loss Responsive Premium(s) Adjustment 01/01/2024 Once As per Non-Loss Responsive Section of the Program Exhibit Paid Basis means the amount of each loss actually paid within your plan layer. INSURANCE POLICIES POLICY NUMBER TYPE OF COVERAGE STATES PLAN TYPE COMPANY UB-5T768836-22-PB-D Workers Compensation and Employers Liability NC Deductible Farmington Casualty Company The Company(ies) listed above have an address of One Tower Square, Hartford, CT 06183-7312. The omission of, or failure to include, any Policy in this Program Exhibit shall not relieve you of any of your duties or Obligations under this Agreement or under the Policies. NOTICES Orange County 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 Attention: Bonnie Hammersly, County Manager BHAMMERSLEY@ORANGECOUNTYNC.GOV THE TRAVELERS INDEMNITY COMPANY Travelers,385 Washington Street St. Paul, MN 55102 Attention: Stephanie Gardner Email: SGARDNE2@travelers.com DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 02.01.22 2022 Program Exhibit Orange County Page 17 CA Form - W04M8F19 © (2019) The Travelers Indemnity Company. All rights reserved AGREED TO BY AND BETWEEN: Orange County THE TRAVELERS INDEMNITY COMPANY _________________________________________________ 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 Attention: Bonnie Hammersly, County Manager BHAMMERSLEY@ORANGECOUNTYNC.GOV Date: _________________________________________________ 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 Attention: Gary Donaldson, Chief Financial Officer GDONALDSON@ORANGECOUNTYNC.GOV Date: ______________________________________________________ Travelers,385 Washington Street St. Paul, MN 55102 Attention: Stephanie Gardner Email: SGARDNE2@travelers.com Date:6-30-2022 DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 09.14.20 Collateral Exhibit Orange County Page 18 CA Form - W04M5F19 © (2019) The Travelers Indemnity Company. All rights reserved. As security for the payment and performance of your Obligations to us, you shall unconditionally pledge and deliver to us and maintain the Collateral in the type and amount set forth in the Collateral Requirements section of the applicable Program Exhibit. In addition to the terms contained elsewhere in the Agreement, you agree to the provisions listed in this Collateral Exhibit concerning the Collateral provided. LETTER OF CREDIT The following provisions apply to any Letters of Credit provided under the Agreement. 1. Any Collateral delivered to us and maintained by you under this section shall be clean, irrevocable, unconditional and automatically renewing and in form, content and by issuer satisfactory to us. You acknowledge that any failure by you to provide us with pursuant to our requirement will cause irreparable harm to us. 2. At least sixty (60) days prior to the expiration of any Collateral held by us, you shall deliver to us renewal or replacement Collateral in form, content and by issuer satisfactory to us. The aggregate amount of such renewal or replacement Collateral shall be the same amount as the expiring Collateral, unless we tell you in writing of such other amount as we, in our sole discretion, determine necessary to secure all of your Obligations to us. 3. At any time, we may require changes in the form, content, issuer or amount of any Collateral held by us to secure your Obligations. You shall provide such amended Collateral within 15 days after your receipt of our notice of the need for any such changes. AGREED TO BY AND BETWEEN: Orange County THE TRAVELERS INDEMNITY COMPANY ________________________________________________________________________________________________ Bonnie Hammersly 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 BHAMMERSLEY@ORANGECOUNTYNC.GOV _________________________________________________ Gary Donaldson 208 SOUTH CAMERON STREET HILLSBOROUGH, NC 27278 GDONALDSON@ ORANGECOUNTYNC.GOV Travelers,385 Washington Street St. Paul, MN 55102 Attn: Stephanie Gardner Email: SGARDNE2@travelers.com DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 09.16.19 ALAE Exhibit Orange County Page 19 CA Form - W04M6F19 © (2019) The Travelers Indemnity Company. All rights reserved. In addition to the terms contained elsewhere in the Agreement, you agree to the provisions listed in this Allocated Loss Adjustment Exhibit. 1.Allocated Loss Adjustment Expense (“ALAE”) has the same meaning as “Allocated Loss Adjustment Expense” or “ALAE” or “Defense Expense” or “claim expense” in the applicable Policy or, if the Policy contains no such definition, means the following costs which can be directly allocated to a particular claim: A. Fees of attorneys or other authorized representatives where permitted for legal services, whether by outside or staff representatives. B. Court, Alternate Dispute Resolution and other specific items of expense whether incurred by an outside vendor or by one of our employees, including but not limited to: Medical examinations of a claimant to determine the extent of our liability, degree of permanency or length of disability; Expert medical or other testimony; Autopsy; Witnesses and summonses; Copies of documents such as birth and death certificates and medical treatment records; Arbitration fees; Fees or costs for surveillance or other professional investigations which are conducted as part of the handling of a claim; Fees or costs for Risk Control personnel, rehabilitation nurses or other nurses, if the cost of such nurses is not included in losses, for services which are conducted as part of the handling of a claim; Appeal bond costs and appeal filing fees; and All reasonable expenses incurred by you in the investigation or defense of a claim. C. Medical cost containment expenses incurred with respect to a particular claim, whether by an outside vendor or done internally by an employee for the purpose of controlling losses, to ensure that only reasonable and necessary costs of services are paid. The expenses include but are not limited to: Bill auditing expenses for any medical or vocational services rendered, including hospital bills (inpatient or outpatient), nursing home bills, physician bills, chiropractic bills, medical equipment charges, pharmacy charges, physical therapy bills, medical or vocational rehabilitation vendor bills; Hospital and other treatment utilization reviews, including pre-certification/pre-admission, concurrent or retrospective reviews; Preferred Provider Network/Organization expenses; and Medical fee review panel expenses. D. Expense(s) not defined as losses which are directly related to and directly allocated to the handling of a particular claim and are required to be performed by statute or regulation. E. Supplementary Payments, as defined in those Policies which have a Supplementary Payments provision, except for salaries, overhead and traveling expenses of carrier employees who are not doing activities previously listed as allocated expenses. F. Defense Costs, as defined in those Policies which have a Defense Cost provision, except for salaries, overhead and traveling expense of carrier employees who are not doing activities previously listed as allocated expenses. G. The following shall not be included as “Allocated Loss Adjustment Expense” or “Defense Expense”: Salaries, overhead and traveling expenses of carrier employees, except for employees while doing activities previously listed as ALAE; Fees paid to independent claims professionals or attorneys (hired to perform the function of claim investigation normally performed by claim adjusters) for developing and investigating a claim so that a determination can be made DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 09.16.19 ALAE Exhibit Orange County Page 20 CA Form - W04M6F19 © (2019) The Travelers Indemnity Company. All rights reserved. of the cause, extent or responsibility for the injury, disease, or damage, including evaluation and settlement of covered claims; and Expenses which are defined as either an indemnity or medical loss. 2.Medical cost containment expenses consist of the following components, which apply to Workers Compensation claims with a date of accident beginning with the first date of the Program Term of the applicable Program Exhibit. A. There is a 27% charge applied to any savings resulting from the following medical bill repricing, pharmacy bill repricing and hospital bill audit activity: Application of preferred provider network discounts to physicians’ bills, hospital bills and pharmacy bills, including: 1. Repricing as a result of negotiation of out-of-network physicians’ bills, pharmacy bills and hospital bills; and 2. Repricing of medical bills, pharmacy bills and hospital bills by reviewing the bills and applying state rules/edits and proprietary rules/edits. Repricing of medical bills, pharmacy bills and hospital bills by manual bill review by our medical review team B. Savings realized from medical bill, pharmacy bill and hospital bill review to which the 27% charge is not applied are: 1. Savings realized from the detection and elimination of duplicate bills 2. Savings achieved by the claim case manager, i.e. bills containing unrelated/unauthorized treatment 3. Savings achieved by the medical case manager, i.e. bills containing unapproved medical treatment 4. Savings realized from medical bill repricing, pharmacy bill repricing and hospital bill audit activity achieved by applying any state-mandated schedule 5. Savings realized from the elimination of non-compensable bills. For purposes of this Exhibit, the term “savings” shall refer to the difference between the amount billed by physician, hospital, pharmacy and other medical providers and the amount ultimately paid. adhere to state-mandated fee schedules and/or usual and customary pricing for certain procedures, may contract with preferred provider networks which have contractual arrangements with certain of those providers to perform certain procedures at pre-determined rates (which may be below fee schedule), and may utilize other fee negotiation resources determine are necessary and appropriate to determine the amount that should pay on any given medical bill. C. The 27% charge will be capped at $10,000 per bill and charged to the claim file as an Allocated Loss Adjustment Expense, unless required by state law to charge it to the claim file as a different component of the applicable rating plan. The $10,000 per bill cap applies to bills with a date of service beginning with the first day of the Program Term set forth in the applicable Program Exhibit. D. Certain items are still charged separately to the claim file as Allocated Loss Adjustment Expenses. These items include but are not limited to: 1. Utilization Review (pre-certification and concurrent review) services charged on a per activity basis; 2. Independent medical examinations*; 3. Second opinions by a physician*; 4. Chiropractic reviews; and 5. Physician advisor programs. *unless ordered by an industrial board or state equivalent, in which case it is treated as Medical. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C Version 08.19.19 Loss Fund Exhibit Orange County Page 21 © (2019) The Travelers Indemnity Company. All rights reserved. In connection with your Workers Compensation & Employers Liability program, we will make Plan Losses, Allocated Loss Adjustment Expenses and Claims Handling Charges (together referred to as “Loss Transaction” or “Loss Transactions”) on your behalf under your insurance or self-insured program using checks drawn against one of our bank accounts. You acknowledge that these Loss Transactions are Obligations as defined in your Insurance Program Agreement. In exchange for our agreement to pay Loss Transactions on your behalf, you agree to the following: You will designate a bank and account (“Source Account”) against which monthly Automated Clearing House (“ACH”) debits will be drawn by us as payment of your Loss Transactions. You will provide us with the documentation authorizing Bank of America to make monthly charges and reimbursements at our direction including a signed authorization letter to direct Bank of America to draw ACH debits against your Source Account, along with the Source Account codes and Source Account’s bank ABA Code. We will determine the amount due to us by combining the monthly Loss Transaction payments, along with any corrections caused by edits on each Loss payment. This amount will be sent electronically to Bank of America with instructions to draw an ACH debit on your Source Account. In addition to deposit amount agreed to in the Loss Fund Requirements section of the applicable Program Exhibit, we will periodically perform an analysis of Loss Transactions based upon data from our billing systems to determine the adequacy of the deposit amount. If we, in the exercise of our good faith discretion, determine additional deposits to the Loss Fund Requirements are necessary, this amount will be sent electronically to Bank of America with instructions to draw an ACH debit on your Source Account. Upon request, we will provide you with documentation of the Loss Transactions payment analysis. Reports identifying Loss(es) and Allocated Loss Adjustment Expense payments must be accessed electronically by you via e-TRACER reporting. These reports identify the Loss Transactions and a premium tax, if applicable for your program with us. We may automatically continue these payment and billing arrangements if your Insurance program is renewed. If your Insurance program is cancelled or not renewed, we reserve the right to continue or discontinue these payment and billing. If TRACER is discontinued by either of us, your program will change to a monthly billed program, and each month after TRACER is discontinued, we will send you an invoice for the total amount of Loss Transactions due. Upon receipt, you will pay the amount due on or before the date set forth on the invoice. DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C