Agenda - 08-01-2022; 2 - Ratification of County Manager's Execution of an Insurance Coverage Agreement with Travelers Insurance and Approval of a Letter of Credit Agreement

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DocuSign Envelope ID: FCD9FE56-CF01-4E96-B983-B8E8DFE6811C 8 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 TRAVELERS J� 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.