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2016-141ORDINANCE No. 2016-141 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR EMPLOYEE BENEFITS CONSULTING SERVICES FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THER$FOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6063-AWARDED TO MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, 1NC. 1N A THREE (3) YEAR AMOUNT NOT TO EXCEED $145,500). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Employee Benefits Consulting Services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, axe hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6063 McGriff, Seibels & Williams of Texas, Inc. $145,500 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTIONIT4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6063 to the City Manager of the City of Denton, Texas, or his designee. SECTION _5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��,�`"�'�"��-day of �" �� wwmmITITIT, 2016. � ��,� �� P �� '�� ...��.. .. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �� - � � BY• , ,,, ,,. � � �� ... m _ �� ....mm � �� ' 6'�� w� ��;��I� AS '" w� �� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ��„°"" Ae �� '" ,� BY: �.....�_� � .0 � ,� � �� , � � f' �,� �� ..�. � � ....m .... �;. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MCGRIFF, SEIBELS AND WILLIAMS (CONTRACT 6063) THIS CONTRACT is made and entered into this date __________________, by and between McGriff, Seibels and Williams, a corporation, whose address is 5080 Spectrum Dr., Suite 900E, Addison, TX 75001, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in document RFP 6063 Employee Benefits Consulting Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) Request for Proposal (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $145,500. Pricing shall be per Exhibit F attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any Department and the Supplier. No Terms and Conditions contained in response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be -of-way. 1. . The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise state include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their ies. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the remittance address and, if applicable, the tax identification number on the invoice must exactly C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (3 received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. dam which is not covered by insurance required to be provided by the Contractor; time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. unds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arisi against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the C option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate the Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach this section. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) ca notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, ubcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. notice of erosion of the aggregate limits below occurrence limits for all applicable ted within the Contract. required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to ess as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the license rights, and its use of the deliverables infringes the intellectual property rights of any third in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- Furth warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING consent, the fact that the City has entered into the Contract, except to the extent required by law. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the ct of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, pensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. erms and conditions 4. Purchase order 5. Supplier terms and conditions Exhibit D Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be d Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC ATTACHMENT 1 \[X\] Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F City of Denton Request for Proposal RFP# 6063 For Employee Benefit Consultant Services Scott Gibbs, Senior Vice President McGriff, Seibels & Williams 5080 Spectrum Drive Suite 900E, Addison, Texas 75001 (469) 232-2100phone / (469) 232-2105 fax sgibbs@mcgriff.com www.mcgriff.com DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Table of Contents Section 1 Cover Letter Section 2 Pricing Sheet Exhibit 1 Section 3 Solicitation Checklist Section 4 Attachment A Business Questionnaire Section 5 Attachment B Exception Form Section 6 Attachment C Safety Record Questionnaire Section 7 Attachment D Reference Form Section 8 Attachment E Conflict of Interest Questionnaire Form Section 9 Attachment F Acknowledgement Form Section 10 Appendices Section 11 Summary DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Cover Letter DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Cover Letter March 10, 2016 City of Denton Materials Management Solicitation 6063 Employee Benefits Consulting Services 901B Texas Street Denton, TX 76209 Re: Request for Employee Benefit Consulting Services Dear Materials Management: McGriff, Seibels and Williams, Inc. (MSW) would like to thank the City of Denton for the opportunity to provide a proposal for Employee Benefit Consulting Services. Our organizations share common values in integrity, people, teamwork, and performance as key ingredients for success and long-term relationships. McGriff Overview MSW, a wholly-owned subsidiary of BB&T Corporation, is the 5th largest consulting/brokerage insurance firm in the U.S., 5th largest in the world with a reputation for delivering fresh approaches to managing and financing risk. Our size achieve unmatched outcomes for our clients. McGriff is the Right Partner The MSW philosophy is simple: provide extraordinary client service and quality to partnered clients at a fair price. We eliminate layers of management by placing our clients at the top of our organizational chart and assigning the right team members to get the job done. City of Denton Client Service Team MSW views each client engagement as a partnership. In doing so, we have assembled a Service Team to specifically meet the needs of the City of Denton. The proposed Service Team for the City of Denton has over 50 years of combined experience with strong backgrounds working with public entities. We guarantee the staff named in this response will be assigned to the project. (see Section 10 for team biographies and licenses). Exceptional Knowledge and Depth MSW understands the businesses of Public Entity clients and has successfully built an invaluable network of market relationships to achieve optimal results for our clients. We currently work with hundreds of clients in varying risk management capacities. Sample clients include: City of Bryan, City of Garland, City of Mesquite, Town of Flower Mound, Bexar County , and Town of Little Elm to name a few. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Cover Letter Creating Value for the City of Denton MSW creates value for our clients through development of innovative strategies that: offer the most financially advantageous terms. offer the best programs. eliminate inefficiencies. create immediate and long-term value. Proposed Scope of Services MSW will continue to provide the City of Denton with comprehensive professional services as outlined in Section the RFP. Closing Cover Letter We value the opportunity to continue our relationship with the City of Denton and look forward to our future partnership. We are confident in our ability to create immediate and long-term value for the City of Denton and are prepared to put our collective talent and resources to work for you. Should you have any questions, please do not hesitate to contact me at 469-232-2188 or sgibbs@mcgriff.com. Sincerely, Scott Gibbs Senior Vice President Enclosure DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Pricing Sheet Pricing Sheet DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Pricing Sheet Pricing Sheet DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Cover Letter Solicitation Checklist DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Solicitation Checklist DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire Business Questionnaire Business Questionnaire Business Questionnaire DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. McGriff, Seibels & Williams Address: 5080 Spectrum Dr., Ste. 900E, Addison, TX 75001 Agent Authorized to sign contract (Name): Scott Gibbs sgibbs@mcgriff.com 2. Subsidiary of: BB&T 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 76-0326905 5. Date Established: 1999 6. Historically Underutilized Business: Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? MSW has an established physical presence in the State of Texas, and the City of Denton 8. Please provide a detailed listing of all products and/or services that your company provides. MSW does not offer any proprietary products where our objectivity could be clouded. Our uniqueness is based on our proprietary service delivery platform. While we have private labeled solutions integrated throughout the platform, we remain completely independent by working with existing vendors or conducting comprehensive RFPs to identify the best in class solution for our clients. Additionally, MSW is not compensated by any of the solutions integrated into our platform without prior approval from the client. 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. (Notice: Failure to disclose this information during proposal SW has not filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. MSW has never defaulted on or failed to complete a contract under your current company name or any other company name. 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). MSW Dallas Benefits office has only had one contract terminated by the owner. Harlandale ISD in San Antonio terminated their contract with MSW due to a change in school board politics. Elizabeth Guajardo Benefits Administrator 210-989-4420 12. Has your company implemented an Employee Health and Safety Program compliant with 29 http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc _level=1&p_keyvalue=1926 MSW has implemented an Employee Health and Safety Program compliant with 29 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non- make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: Addison, TX b. Birmingham, AL c. BB&T, Winston-Salem, NC 14. Provide details to support the evaluation criteria, including experience and delivery. McGriff, Seibels & Williams is excited about the opportunity of continuing our partnership with City of Denton in the administration of your employee benefit health and welfare plans. Scott Gibbs will continue to be the lead consultant on the City of holds the certification of Certified Government Benefits Administrator through State and Local Government Benefits Association. (SALGBA) SALGBA is one of the DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire largest professional organizations providing government entities with educational and collaborative support. In addition, Scott also serve on the Board of SALGBA and currently work with over 20 different public entity clients providing creative solutions for their benefit plan needs. account. Sandy has been with MSW for over 13 years and focuses primarily on clients in the public entity arena. Sandy provides expertise in helping public entity clients develop creative solutions surrounding their health and welfare benefit programs. Kristen Ramos will continue to provide additional customer service support to the City of Den and will assist Sandy with any day-to-day customer service issues. Mike McAbee will continue to be the Financial Analyst assigned to the account. Mike has been with MSW for over 4 years and provides all custom reporting and data analytics to our public entity accounts. competition. The Dallas MSW benefit office has worked with public entity clients since the inception of the office in 1999. MSW understands the business of public entity clients and has successfully built an invaluable network of relationships within MSW benefits office currently provides health and welfare consulting services to over 30 municipal governments representing approximately 45,000 employees. 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in b. Sign below and return form with final submission. ence with Public Entity business differentiates us from our competition. The Dallas MSW benefit office has worked with public entity clients since the inception of the office in 1999. MSW understands the business of public entity clients and has successfully built an invaluable network of relationships within MSW benefits office currently provides health and welfare consulting services to over 30 municipal governments representing approximately 45,000 employees. Five (5) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire CITY OF BRYAN Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Daily service all lines of coverage Negotiation of stringent performance guarantees Market all lines of coverage Vendor issue resolution Update industry trends and legislative changes Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2000 to Present Contact Information Cindy Kirk Risk Manager 300 S. Texas #213 Bryan, TX 77803 (979) 209-5054 ckirk@bryantx.gov 800 active employees CITY OF GARLAND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Implement new life policy saving 35% Implement new pharmacy contract Assist in all employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed October 1999 to Present Contact Information Pricilla Wilson Senior Managing Director 200 North Fifth Garland, TX 75040 (972) 205-2476 pwilson@garlandtx.gov 1,950 active employees, 500 retirees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire CITY OF MESQUITE Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Assist in employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed 2014 to Present Contact Information Rick French Human Resourse Director 1515 North Galloway Avenue Mesquite, TX 75149 (972) 216-6399 rfrench@cityofmesquite.com 1,125 active employees, 170 retirees TOWN OF FLOWER MOUND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market all lines of coverage Daily service all lines of coverage Assist in all employee enrollment meetings Negotiate all renewals Vendor issue resolution Update on industry trends and legislative changes Year Performed January 2007 to Present Contact Information Lynda Bolitho Director of Human Resources 2121 Cross Timbers Rd. Flower Mound, TX 75028 (972) 874-6015 Lynda.bolitho@flower-mound.com 400 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire BEXAR COUNTY Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Developed self-funded HMO plan Daily service all lines of coverage Negotiation of stringent performance guarantees Assist in transfer of eligibility feeds Assist in employee enrollment Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2002 to Present Contact Information Janet Guadarrama Director of Human Resources 211 South Flores San Antonio, TX 78204 (210) 335-2049 janet.guadarrama@Bexar.org 4,000 active employees, 500 retirees TOWN OF LITTLE ELM Scope of Service Includes, but are not limited to: Full consulting brokerage service on multiple products Evaluate performance of plans Market lines of coverage Daily service of lines of coverage Assist in all employee enrollment meetings Develop employee open enrollment communication Negotiate renewals Vendor issue resolution Update on industry trends and legislative changes Provide updates on industry trends and Healthcare Reform legislation Year Performed October 2008 to Present Contact Information Dee Dee Hale HR Director 100 W. Eldorado Pkwy. Little Elm, TX 75068 (214) 975-0410 dhale@littleelm.org 200 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire possess the Life and Health Insurance Counselor's license through the Texas Department of Insurance. Scott Gibbs holds both his Life & Health License and General lines. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Business Questionnaire The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. MSW and all key staff members assigned to City of Denton are all licensed in the State of Texas to provide the products or services required in the solicitation and to provide any services required under this contact. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. _______________________ McGriff, Seibels & Williams 3-10-16 Signature Company Date DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire Attachment A Supplemental Questionnaire 16. FIRM OVERVIEW: Proposer is requested to define the overall structure of the Firm to include the following: a. b. State its principal business location and any other service locations, including the primary office servicing the City c. State its primary line of business d. State how long it has been providing services as described herein e. State how many states other than Texas, where services are in use McGriff, Seibels & Williams, Inc. (MSW) was formed on August 4, 1982 when the firms of McGriff & Seibels, Inc and Molton, Allen & Williams Insurance Corporation merged. Both of the original firms were founded before the turn-of-the-century. In January of 2004, BB&T Corporation acquired MSW forming the sixth largest insurance broker/consulting firm in the nation and seventh largest in the world. MSW continues to operate as a wholly-owned subsidiary of BB&T Insurance Services. As one of the most progressive insurance brokerage/consulting firms in the United interests. MSW has over 90 employees specializing in employee benefits throughout the country. Our corporate office is located in Birmingham, AL and we have other offices located in Dallas, TX, Houston, TX, San Antonio, TX, St. Louis, MO, Portland, OR, New Orleans, LA and Atlanta, GA. be managed out of the Dallas office. The Dallas benefits practice consists of 12 employees managing client premiums in excessof $250,000,000. Please see Section 10 for McGriff, Seibels & Williams, Inc. overview for more detailed information regarding our organization. 17. providing these types of services. Proposed Project Team, Staff Qualification, Experience and Credentials MSW views each client engagement as a partnership. In doing so, we have assembled an experienced service team to continue to meet the needs of the City of Denton. The existing service team for the City has over 40 years of combined benefits experience with strong backgrounds working with Public Entity clients. The Dallas office currently works with over 20 Cities in the state of Texas and Oklahoma. The current service team works on roughly 7 accounts. In addition, the current DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire Management/Benefits Staff for the past eleven years acquiring an in-depth The main broker/consultant assigned to the account will continue to be Scott Gibbs. Scott has over 18 years of experience in the benefits industry and will continue to be ult between MSW and the City. Sandy Brown will continue to be the Account Executive benefits industry and will be responsible for continuing to provide ongoing day-to- day account management support as well as regular attendance at the monthly Employee Insurance Committee meetings. Kristen Ramos will provide additional support on an as needed basis. Kristen has over 4 years of experience in the benefits arena and will provide Scott with additional support. Please see Section 10 in the health and welfare arena continue to makes us a great fit for the City. Our service philosophy is that of a true partnership between MSW and the City in the administration of your health and welfare plans. MSW will continue to commit its entire b effectively and efficiently as possible. Above all, our commitment to the City is to continue to deliver world class service and we believe this sets us apart from other firms. MSW has a proven track record with City and believe we should retained, because we truly understand the benefit culture at the City and will continue to bring great value based on our in-depth understanding of your organization and benefit objectives. KEY TEAM MEMBERS EXPERIENCE Each of these key team members brings a unique and vast amount of employee benefits knowledge and experience within private sector business. Scott Gibbs, Senior Vice President 18 years Sandy Brown, Vice President/Account Executive 18 years Kristen Ramos, Account Manager 4 years Mike McAbee, Assistant Vice President/Financial Analyst/Marketing Account Executive -18 years All key team members are available 24 hours a day to assist with any questions or issues. Although all members are available for assistance at any time, Scott Gibbs and Sandy Brown will be the primary contacts to City of Denton with regard to the day-to-day customer service/claims issues. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire 18. State level of organizational responsibility of key project staff members. Please see Section 10 for Team Bios and Licenses 19. Provide list of staff and certifications/licenses held by personnel to be assigned to the City should a contract be awarded. (Attached certifications/licenses) Please see Section 10 for Team Bios and Licenses 20. Please describe what sets your company apart from other consulting firms health and welfare arena continue to makes us a great fit for the City. Our service philosophy is that of a true partnership between MSW and the City in the administration of your health and welfare plans. MSW will continue to commit its effectively and efficiently as possible. Above all, our commitment to the City is to continue to deliver world class service and we believe this sets us apart from other firms. MSW has a proven track record with City and believe we should retained, because we truly understand the benefit culture at the City and will continue to bring great value based on our in-depth understanding of your organization and benefit objectives. 21. Describe how your firm establishes and monitors performance criteria for all vendors, carriers and contracts. MSW will provide consulting services on all aspects of your health and welfare plans. MSW monitors the performance of each carrier in a number of ways. MSW monitors carrier financials by accessing a number of different rating agencies including AM Best, Standard & Poors and Fitch. Financial ratings will be provided on a regular basis and are always included in any renewal reports delivered to the City. MSW monitors overall plan management by retrieving reports to evaluate the performance prescription drug programs and claims payment processes. MSW will implement performance guarantees around timely claims payment processing, customer service, and network discounts with an overall financial penalty to carriers for failure to achieve adequate results. In addition, MSW will review all contracts and summary plan descriptions on an annual basis to ensure compliance with all state and federal mandates. 22. rates, policy terms and plan design. As an independent consultant/broker MSW maintains an excellent relationship with all health and welfare vendors. MSW views vendor relationships as a true partnership. MSW does not take an adversarial or confrontational role during renewal negotiations with vendors. It is this partnership approach that allows MSW to negotiate aggressively in a positive manner with vendors while always protecting DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire the interest and integrity of our clients. We believe most vendors would rate their relationship with MSW as extremely positive. trends and comparing them to industry standards. Therefore MSW has developed customized client reports to help track client specific claim trends. These reports provide much needed information that is utilized to make recommended plan design eporting needs are unique. Therefore, we will develop customized reports to meet the specific needs of the City. These reports can be provided monthly, quarterly, semi-annually or annually. 23. Provide information on litigation pertaining to your role as a benefit consultant over the last three (3) years. The Dallas MSW benefit office has not been involved in any litigation since the inception of the office in 1999. 24. the past three (3) years. MSW has had six clients discontinue consulting services in the past three years. Four of these left to continue a relationship with a former MSW employee. Two of these clients were acquired by larger organizations. 25. Provide information on any National, State or local industry professional associations to which your company belongs, and your involvement with each. MSW actively participates in several different national associations. MSW participates from both a corporate and employee level. Many MSW employees have served or are currently serving as board members or officers of these associations. Scott Gibbs is currently a non-associate Board Member for State and Local Government Benefits Association. (SALGBA) Also, MSW employees serve as guest participation in these associations is vital as it helps us better understand the day- to-day challenges facing our clients and better equips to meet their specific needs. Some of the associations with which MSW currently participates are the Public Risk Management Association (PRIMA), State and Local Government Benefits Association (SALGBA) and Texas Municipal Human Resources Association. (TMHRA). 26. Discuss your technological abilities to provide communication in various forms (i.e., websites, printed materials, enrollment, etc.). MSW works with each individual client to create and develop a custom communications strategy that achieves the goals of that organization. MSW will work with City staff to develop valuable employee communication pieces such as DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire annual enrollment guides, payroll stuffers on such issues as wellness, generic drug usage and blood donation. MSW has extensive experience in advising clients on major communication projects such as open enrollment. MSW will work with each individual client to design a develop a communications timeline for open enrollment. This timeline can include such items as introduction letters, frequently asked questions, benefit statements, customized enrollment forms and annual benefit guides. MSW will work with each individual client to create each custom communication piece. Please see Section 10 for Sample of communication materials. 27. Are there any restrictions or pending reviews by Federal or State authorities for non- compliance with Federal or State regulations? If yes, please explain. No. 28. Has any party brought legal action against the organization during the past three (3) years? If yes, please explain. No. 29. Have you made any claims against the City in the past three (3) years? If yes, what was the outcome/status? No. 30. SCOPE OF SERVICE MSW is prepared to provide the City of Denton with the requested Scope of Service as outlined in the Request For Proposal. MSW will provide all expected services identified in RFP#6063 utilizing the following six phases: Health & Welfare Phase I Establish the Baseline Phase II Identify Alternatives Phase III Finalize Benefits Strategy Phase IV RFP and Vendor(s) Selection Phase V Implementation Assistance Phase VI Service/Ongoing Monitoring DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire EXPERIENCE AND INFORMATION ON PERSONNEL TO BE ASSIGNED Key team members will be responsible for specific phases of Proposed Scope of Services: Health & Welfare Scott Gibbs Senior Vice President/Producer Phase I Establish the Baseline Phase II Identify alternatives Phase III Finalize Benefits Strategy Phase IV RFP and Vendor(s) Selection Phase V Implementation Assistance Phase VI Service/Ongoing Monitoring Sandy Brown Vice President/Account Executive; Kristen Ramos - Account Manager Phase V Implementation Assistance Phase VI Service/Ongoing Monitoring HEALTH AND WELFARE Phase I Establish the Baseline Per employee cost will be evaluated to determine each groups specific trend rate. Current plan designs will be evaluated to determine their effectiveness. Any existing carve-out plans will be evaluated to determine their effectiveness at controlling cost through utilization management and contracting discounts. Existing networks will be evaluated to determine if they offer appropriate discounts and access. Each groups employer / employee cost sharing will be evaluated based upon the total employee contribution. Administrative procedures and plan design will be reviewed to identify inefficiencies. A status quo cost projection will be developed that will identify total plan costs. The cost projection will serve as a baseline for evaluating alternatives. Comprehensive review of existing Cafeteria plans. Comprehensive review of Prescription Drug programs. Phase II Identify Alternatives Alternatives to the current strategy Alternatives to plan design Alternatives in networks Alternatives in Funding Methodology Alternatives in Carve-Out programs Benefit packaging strategies evaluated Cost savings projections DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire Phase III Finalize Benefits Strategy Determine goals and objectives for plan costs, cash flow, risk tolerance, provider access, employee cost sharing, administration, quality of service and quality of care. Establish budget projections. Develop an implementation pl external. Phase IV RFP and Vendor(s) Selection Request and compile data for the RFP. Custom RFP will be developed based on the MSW and the City of Denton will select vendors to receive the RFP. and provide update information to bidders. All RFP responses will be reviewed and a comprehensive report will be delivered to the City of Denton that evaluates how well the proposing vendors meet the goals and objectives of the City of Denton. Finalists selected jointly by MSW and the City of Denton. iation strategy will be developed that will include presentations, site visits, etc. Phase V Implementation Assistance Phase VI Servicing / Ongoing Monitoring DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supplemental Questionnaire TIMELINE Business Questionnaire ProjectedCompletion Responsibility DateDate PHASE I Establish the Baseline MSW/ meets TBD TBD City of Denton PHASE II Identify Alternatives MSW/ TBD TBD City of Denton PHASE III Finalize Benefits Strategy MSW/ TBD TBD City of Denton PHASEIV RFP and Vendor(s) Selection/Renewal Negotiations MSW/ TBD TBD City of Denton PHASE V Implementation Assistance Begins with Carrier MSW TBD Selection Ongoing PHASE VI Servicing/Ongoing Monitoring Begins with Carrier MSW TBD Selection Ongoing REQUIREMENTS OF THE CITY OF DENTON Help facilitate data collection including, but not limited to: Historical Claims Experience Current Census Demographics Utilization Reports Current Contribution Strategies Underwriting Assumptions / Renewal Letters Schedule of Rates, Fees, Attachment Points DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Staff and Experience Exception Form DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Exception Form DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Safety Record DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Safety Record Safety Record not applicable to MSW DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Staff and Experience Resume References DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F References Safety Record DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F References Safety Record References DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F References CITY OF BRYAN Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Daily service all lines of coverage Negotiation of stringent performance guarantees Market all lines of coverage Vendor issue resolution Update industry trends and legislative changes Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2000 to Present Contact Information Cindy Kirk Risk Manager 300 S. Texas #213 Bryan, TX 77803 (979) 209-5054 ckirk@bryantx.gov 800 active employees CITY OF GARLAND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Implement new life policy saving 35% Implement new pharmacy contract Assist in all employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed October 1999 to Present Contact Information Pricilla Wilson Senior Managing Director 200 North Fifth Garland, TX 75040 (972) 205-2476 pwilson@garlandtx.gov 1,950 active employees, 500 retirees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F References CITY OF MESQUITE Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Assist in employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed 2014 to Present Contact Information Rick French Human Resourse Director 1515 North Galloway Avenue Mesquite, TX 75149 (972) 216-6399 rfrench@cityofmesquite.com 1,125 active employees, 170 retirees TOWN OF FLOWER MOUND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market all lines of coverage Daily service all lines of coverage Assist in all employee enrollment meetings Negotiate all renewals Vendor issue resolution Update on industry trends and legislative changes Year Performed January 2007 to Present Contact Information Lynda Bolitho Director of Human Resources 2121 Cross Timbers Rd. Flower Mound, TX 75028 (972) 874-6015 Lynda.bolitho@flower-mound.com 400 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F References BEXAR COUNTY Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Developed self-funded HMO plan Daily service all lines of coverage Negotiation of stringent performance guarantees Assist in transfer of eligibility feeds Assist in employee enrollment Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2002 to Present Contact Information Janet Guadarrama Director of Human Resources 211 South Flores San Antonio, TX 78204 (210) 335-2049 janet.guadarrama@Bexar.org 4,000 active employees, 500 retirees TOWN OF LITTLE ELM Scope of Service Includes, but are not limited to: Full consulting brokerage service on multiple products Evaluate performance of plans Market lines of coverage Daily service of lines of coverage Assist in all employee enrollment meetings Develop employee open enrollment communication Negotiate renewals Vendor issue resolution Update on industry trends and legislative changes Provide updates on industry trends and Healthcare Reform legislation Year Performed October 2008 to Present Contact Information Dee Dee Hale HR Director 100 W. Eldorado Pkwy. Little Elm, TX 75068 (214) 975-0410 dhale@littleelm.org 200 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Conflict of Interest DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Conflict of Interest Conflict of Interest Conflict of Interest DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Acknowledgement Signed Acknowledgement DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Acknowledgement Appendices DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Team Bios and Licenses DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Sandy Brown Scott Gibbs Vice President/ Account Executive Senior Vice President/Producer SHDR Mike McAbee Assistant Vice President/ Kristen Ramos Stanley, Hunt, Financial Analys/ Account Manager Dupree & Rhine Marketing Account Executive Actuary/Compliance Summary Summary Summary DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Scott Gibbs Senior Vice President 18 Yrs. Experience: 14 Yrs. With MSW: Bachelor of Arts in Sociology, Baylor University Education: Master of Science in Health Care Administration, Trinity University Texas General Agent Licenses / Certifications: Texas Life, Accident, Health & HMO Texas Life & Health Insurance Counselor Non-Resident Life & Health License in Multiple States Servicing all health and welfare benefits plans for large employers Areas of Expertise: Long term strategic planning with employers allowing them to develop an overall corporate benefits plan that is goals and budget Evaluating carrier underwriting on both fully-insured and self-funded plans Evaluating risk and funding arrangements for both new business and renewals Evaluating provider network access and discounts Texas Public Risk Management Association (Texas PRIMA) Memberships / Associations: State and Local Government Benefit Association (SALGBA) National area of Health Underwriters Texas area of Health Underwriters Society for Human Resource Management (SHRM) International Foundation of Employee Benefit Plans (IFEBP) 15 year veteran of the insurance industry with Benefits focus Career Highlights/ Effectively manages Insured and Self-Insured Benefits Programs for over Accomplishments: 20 employer groups nationwide Featured Speaker at Texas PRIMA Conference Featured Speaker at Heart of Texas SHRM Conference President, Board of Directors, Earning by Learning of Dallas Associate Board Member SALGBA (State and Local Government Benefits Association) McGriff, Seibels & Williams of Texas, Inc. 2002 - Present Senior Vice President Benefit Partners 2000-2002 Principal Experience History: Humana 1999-2000 Sales Manager AmeriHealth 1998-1999 Account Executive DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Sandy Brown Vice President 18 Yrs. Experience: 14 Yrs. With MSW: Bachelor of Science in Human Relations & Business, Amberton Education: University General Lines Agent, Life, Accident, Health and HMO Licenses / Certifications: Development and evaluation of marketing specifications for Areas of Expertise: employee benefit plans, including medical, dental, vision, life, AD & D, disability, COBRA, HIPAA, cafeteria plans and retirement plans Attending planning sessions with employers to develop benefit programs Comprehensive account service, including problem solving and liaison with various vendors for benefit administration Creating of employee communication materials and conducting employee enrollment meetings Desktop publishing projects for our clients Researching and responding to customer inquiries regarding their perspective health and welfare benefits plans Troubleshooting employee/dependent claim issues Dallas Association of Health Underwriters Memberships/Associations: Texas Association of Health Underwriters National Association of Health Underwriters Career Highlights/ Young Agent Leader for Dallas Association of Health Underwriters Accomplishments: Social Committee Leader for Dallas Association of Health Underwriters McGriff, Seibels & Williams of Texas, Inc. 2002 - Present Vice President/Account Executive Lockton Dunning Benefit Company 1999 - 2002 Experience History: Administrative Assistant Prudential HealthCare 1998 - 1999 Proposal Technician DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Staff and Experience License Appendices DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Kristen Ramos Account Manger 4+ Yrs. Experience: 4 Yrs. With MSW: Texas Tech University Education: General Lines Agent, Life, Accident, Health and HMO Licenses / Certifications: Health and Ancillary Marketing Areas of Expertise: Proposal comparisons Small group account management McGriff, Seibels & Williams of Texas, Inc. 2012 - Present Benefits Consultant Experience History: The Dallas Morning News 2010 2012 Sales and Marketing Consultant Appendices Team Bios and Licenses DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Appendices Team Bios and Licenses DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Mike McAbee Assistant Vice President/Financial Analyst/Account Executive 18 Yrs. Experience: 5 Yrs. With MSW: University of Texas at Austin Education: General Lines Agent, Life, Accident, Health and HMO Licenses / Certifications: Tracking and analysis of benefit plan performance Plan modeling Proposal comparison and analysis Areas of Expertise: Benefits administration, including transfer of eligibility data to vendors Benefit plan implementation McGriff, Seibels & Williams of Texas, Inc. 2011 - Present Assistant Vice President/Financial Analyst/Marketing Account Executive Benefit Harbor, LLC. 2007 - 2008 Experience History: Manager of Administrative Services Willis of Texas, Inc. 1998 2007 Senior Systems Analyst/Account Manager Appendices DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F McGriff Corporate Overview McGriff was founded in 1886. After 100 years of independent ownership and operation McGriff elected to partner with BB&T Insurance Services (BBIS), becoming a wholly-owned subsidiary of BB&T Corporation in 2004. BBIS operates as a subsidiary of Branch Banking & Trust (BB&T) of Winston-Salem, North Carolina, one of the top performing financial holding companies. With the backing of ƚƓĻ ƚŅ ƷŷĻ ƌğƩŭĻƭƷ ŅźƓğƓĭźğƌ aĭDƩźŅŅ ƚƦĻƩğƷĻƭ ğƭ ğ ǞŷƚƌƌǤΏƚǞƓĻķ ƭǒĬƭźķźğƩǤ ƚŅ ŷƚƌķźƓŭ ĭƚƒƦğƓźĻƭ ğƓķ ƚǝĻƩ υЊББ . źƓ ğƭƭĻƷƭ ğƓķ ..L{ ğƓķ ŷğƭ ƚǝĻƩ АЎЉ ĻƒƦƌƚǤĻĻƭ ƌƚĭğƷĻķ źƓ ƚŅŅźĭĻƭ ğĭƩƚƭƭ ƷŷĻ ƓźƷĻķ {ƷğƷĻƭʹ ƒğƩƉĻƷ ĭğƦźƷğƌźǩğƷźƚƓ ƚŅ υЋБ͵Ѝ .Ͳ ğƭ ƚŅ WǒƓĻ ЌЉͲ ЋЉЊЍ͵ McGriff has the platform and resources to expand its operations nationally and globally. We are a flat organization staffed with employees that are first and foremost in the insurance business, regardless of leadership level obtained. We operate with a minimum of bureaucracy -- each group is geared to respond immediately to customer requests. Some of our highlights include: Over 750 employees MSW Office Locations Boutique firm with niche specialties Atlanta, GA New Orleans, LA 5 Divisions within McGriff: Birmingham, AL New York, NY Commercial Accounts, Energy & Caruthersville, MO Portland, OR Marine, Financial Services, Surety and Charlotte, NC San Antonio, TX Employee Benefits Dallas, TX Seattle, WA A Different Approach - Flat organizational structure that supports Denver, CO St. Louis, MO high level client focused service Houston, TX No profit center mentality 1 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F McGriff Corporate Overview RANKING BROKER BROKERAGE REVENUES 1. Marsh & McLennan Cos. Inc.$5,834,700,000 2. Aon P.L.C.$5,811,186,500 3. Arthur J. Gallagher & Co.$2,400,400,000 BB&T 4. Willis Group Holdings P.L.C.$1,732,820,000 INSURANCE SERVICES / McGRIFF 5. MSW/BB&T Insurance Holdings Inc.$1,713,527,200 TH RANKS 5 AMONG Brown & Brown Inc.$1,567,459,943 6. BROKERS WORLDWIDE Wells Fargo Insurance Services USA Inc. $1,298,884,000 7. USI Holdings Corp.$912,890,811 8. Lockton Cos. L.L.C.$910,572,960 9. Hub International Ltd.$907,065,600 10. Ranked by 2014 total revenues Revenues are expressed in U.S. dollars. Currency conversion is as of December 31, 2014. Source: .ǒƭźƓĻƭƭ LƓƭǒƩğƓĭĻͲ 2015 Source: .ǒƭźƓĻƭƭ LƓƭǒƩğƓĭĻͲ .L {ǒƩǝĻǤͲ July 15, 2013 2 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Value Proposition aĭDƩźŅŅ 5źƭƷźƓŭǒźƭŷĻƭ LƷƭĻƌŅ LƓ ŷĻ CƚƌƌƚǞźƓŭ ğǤƭ: /ƚƓƷźƓǒźƷǤ Low senior management turnover wĻƭƦƚƓƭźǝĻƓĻƭƭ We try to be proactive in all we do and respond immediately to all client request. /ƩĻğƷźǝźƷǤ We are willing to explore alternatives, bring innovative thinking into every renewal undertaking, and help achieve risk management objectives by not account every year, not just renew. bźĭŷĻ 9ǣƦĻƩźĻƓĭĻ Highly experienced Service Team members /ƚƒƒźƷƒĻƓƷ on your Account Service Team 5ĻƦƷŷ ƚŅ hǒƩ .ĻƓĭŷ In all areas of required service and support for Risk Management activities. ağƩƉĻƷ wĻƌğƷźƚƓƭŷźƦƭ Longstanding, trusted relationships with senior members in the premier markets helps us negotiate the coverage enhancements and claims resolution successes that our clients have come to know and expect tĻƩŅƚƩƒğƓĭĻ McGriff credits its growth to its staff and their outstanding reputation for innovative solutions and to the client-centered model that keeps the entire McGriff team accountable to the client directly. /ƚƒƦĻƓƭğƷźƚƓ {ƷƩǒĭƷǒƩĻ Leads to accountability of Account Team 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Commitment to Service when you need us most Assist with claims management to minimize costs, leveraging experience in handling some of the industries largest and most complex claims Recommend solutions to eliminate obstacles and overcome challenges Keep clients informed of significant changes and trends in the insurance marketplace Offer risk management consulting services that are proven to lower loss costs Provide a holistic view of risk for our client and their companies Focus on reducing total cost of risk including premium, claims and collateral Implement innovative risk control programs to help our clients avoid costly claims. Evaluate programs for adequacy and effectiveness. Assist in the development or enhancement of risk control programs, training modules and manuals that significantly reduce frequency and severity of injury Monitor compliance with written procedures, identifying compliance problems, and initiating corrective action 4 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Why McGriff? Our People Tenaciously hungry for improvement, our people are committed to performing at the highest level with the utmost integrity. simple - we do what we say going to do when we say going to do it. Sense of Urgency We respond to any request within the day received at a minimum. Whether we have an immediate answer or not, we will advise you of where we stand and when you will have an answer or the information you are requesting. Barring any outside uncontrollable issues and/or influences, certificates are issued the same day and within our 24 hour guaranteed response time. Technical Expertise All members possess the technical skills and knowledge to handle your account. This benefits our clients because we do not have to go outside our team to access another associate in another office for assistance in placing or negotiating any part of your current program. We respond with the technical expertise you need in Atlanta. Our Optimal Size and Service From an organizational standpoint, McGriff is better positioned to serve your organization. We are large enough to have a significant depth of resources and substantial market clout, but still small enough to provide the best personalized service. By being a national provider with a flat organizational structure, we have more flexibility and empowered employees that allow us to adapt to the dynamic needs of your company. This allows us to function as your risk management department, freeing up your time. 5 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Why McGriff? Our Market Relationships We have longstanding, trusted relationships with senior members in the insurance industry. These relationships help us negotiate the coverage enhancements and claims resolution successes that our clients have come to know and expect. Our Services We deliberately intertwine our legal, loss control, and claims advocacy teams in order to provide synergies to benefit you. As claims arise, your McGriff Claim Advocates will protect your interest, ensuring an efficient, fair settlement from the insurance company. In response to the claim, our loss control team works to prevent the specific loss from happening again. Lastly, the legal team will proactively manuscript policy language to make sure that this type of loss is covered going forward. Our Creativity We are willing to explore alternatives, bring innovative thinking into every renewal undertaking, and help achieve risk management objectives by not always using as the only solution. Our stated goal is to rewrite your account every year, not just renew. We have already noted numerous coverage enhancements and ideas that are outlined the in coverage review in the appendix. Our Accountability Each team member is held accountable for the level of service they provide to your team. We do not hand off your account to another associate within our company that may be in another location and that has no relationship or accountability to you. Your McGriff team members will work on all aspects of your program. Unlike other firms where the sales team is the only one that profits from obtaining business, every McGriff team compensation is determined by client satisfaction. If we do not exceed your expectations, we insist that you hold back the fee portion as outlined previously. 6 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Our Mission Statement Employee Benefits Division tğƩƷƓĻƩ with client companies, on a ƦƩƚΏğĭƷźǝĻ basis, to ķĻǝĻƌƚƦ and źƒƦƌĻƒĻƓƷ cost efficient and ĻŅŅĻĭƷźǝĻ benefit programs. We will act as an extension of your HR/Benefits team by ķĻƌźǝĻƩźƓŭ an unsurpassed level of service, resources, and ƭƚƌǒƷźƚƓƭ that free up administrative time to allow Ņƚĭǒƭ on strategic planning. 7 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Employee Benefits Division 9ǣƦĻƩƷźƭĻ ŅƚƩ 9ǝĻƩǤ bĻĻķ corporations, ranging in size from 50 to over 30,000 employees. Custom-tailored, cost effective solutions: Retirement & Investment Planning Health Work/Life Dental Voluntary Benefit Program Vision Life & Disability With a client retention rate of over 96%, our clients/partners are our best source of referrals. You can trust that we have the expertise to help you. Dedicated to Helping You Meet Your Benefits Objectives Like a member of your own team, we help you reach your objectives. We listen to you to design programs and services that meet your needs: Controlling health care costs Using health benefits to help attract and retain employees Saving time and money Improving employee morale and communication Managing financial and regulatory risks Keeping employees healthy and productive Securing the best solutions, pricing and service from health and benefit vendors Assisting with Federal and State compliance issues Simplifying benefits administration 8 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Commitment - Overview Review of benefit Philosophy and goals to develop a two to four-year Strategy. Complete Audit and Benchmarking of plans, contracts, benefit structure, plan designs, plan funding, rates, premiums, factors and employee contributions. Negotiate and Analyze all renewals, conduct necessary marketing, analyze results & present recommendations. Turnkey Communication Campaign - branded enrollment guides, graphic design, printing, distribution and consolidated enrollment forms; Employee benefits statements Consumerism/HSA/HRA Program rollout - communication campaign strategy. Benefit Management Systems - online enrollment, eligibility, bill auditing and uploadable files to vendors. Manage Enrollment Process scheduling, meetings and train-the-trainer. Create custom Financial Models and reporting to meet client reporting needs. Monthly or Quarterly and as needed meetings. Local team approach service model focusing on claims resolution, billing, eligibility, etc. Market and implement enhanced Disease Management and Wellness initiatives, health risk appraisals, biometric screenings and tobacco cessation programs. Conduct health fairs. 9 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Scope of Services - Employee Benefits Division Benefit Plan Management Develop strategic plan for short-term and long-range goals and objectives Assess current satisfaction with health & welfare program at both the employer and employee level Review all contracts, SPDs & plan documents Analyze & negotiate all renewals, large claims and claim trends, retention and inflation factors Evaluate plan design alternatives & associated financial impact Assess current funding mechanism and evaluate appropriateness Evaluate core vs. voluntary offerings & determine if any coverage gaps exist Perform due diligence prior to corporate acquisitions Carrier / Vendor Management Review appropriateness and effectiveness of current vendor offerings Conduct RFP/Marketing process, analyze results & present recommendations Manage carrier/administrator responsiveness, deliverables, etc. Establish and track vendor Performance Guarantees Administration, network discounts, timing of claims payment, Prescription Carve Outs Manage ancillary vendors for: COBRA administration, Flexible Spending Accounts, HSA/HRA, and Wellness and Disease management providers Oversee Claim Audits and Dependent Eligibility Audits Reporting and Financial Analysis Provided monthly claim, premium & enrollment, plan cost vs. budget reporting Assimilate historical claims, premium & enrollment data to track plan trends Quarterly meetings to discuss plan performance strategies Analyze plan utilization to target plan design modification and educational opportunities Contribution Modeling Compare plan results to benchmarking data Internal renewal projections beginning mid-year Provide Employer/Employee contribution modeling Calculate COBRA rates 1 0 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Scope of Services - Employee Benefits Division Communication McGriff spearheads the development of employee communications Review of current employee communications process and development of annual communication plan Consistency of message is key McGriff promotes multiple communication platforms Benefits Guides Online enrollment, education, and wellness resources Call Center and Face-to-Face meetings Benefit Statements illustrates the ǝğƌǒĻ of the benefit package provided Newsletters lifestyles Sample communication and enrollment materials included Claim & Problem Resolution Dedicated Account Managers to provide assistance with resolution of claims, billing and service issues Multiple points of contact within McGriff when issues arise Dedicated corporate email address direct to McGriff Billing and eligibility audits COBRA Participant Issues 24/7 call center Wallet size ID Cards with dedicated claim service line for employees Benefits Compliance & Regulatory Service All relationships begin will a full compliance audit Communicate all legislative changes/updates impacting the plan Library of compliance materials available e (i.e., COBRA, FMLA, USERRA, etc.) Signature-ready 5500 Tax Filings HIPAA Privacy and Security Compliance Free Legal Counsel - Ford & Harrison 1 1 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F HR/Benefit Tool Box McGriff offers value added services to support and streamline your Human Resources department. Our online tools and resources assist you with plan administration. We save you both time and money by answering questions, enrolling your employees, and helping them make important financial decisions. Over 500,000 employees currently utilize these powerful employee benefits tools and resources. Provides a reporting package that benchmarks your medical experience against similar employer plans based on region, industry and size. Employer internet portal for HR staff providing valuable resources such as benchmark surveys, compliance/legislative topics, employee newsletters, HR discussion forums, and downloadable articles. A state-of-the-art claims analysis system, the Decision Master Warehouse® software analyzes a health insurance claims, looking for areas where changes can be made to cut costs. Provides web-basedelectronic enrollment and employee benefits administration software which enables employers and human resource professionals to eliminate paperwork and automate management of their complete benefits packages. 1 2 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Competitive Strategy ağƩƉĻƷƦƌğĭĻ DEFINED BENEFIT Basic Strategies Analysis and Diagnosis Plan Design Carrier renewal Client budget Funding Contributions Procurement options Reaction-based management Vendors REACTIVE MODEL DEFINED CONTRIBUTION Advanced Strategies a{Ή..ε Promote Consumer Analysis and Diagnosis Accountability Business and HR priorities Health improvement focus Employee Better Decision Behavior Integrated solution Making Change Metrics-based management Integrate Systems & Data Management PROACTIVE MODEL 1 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Our Benefit Solutions {ƷƩğƷĻŭźĻƭ Best in Class Insurance Providers Mass Customized Programs Transparent Data Robust Reporting Metrics Leveraged Technology LƓźƷźğƷźǝĻƭ Create Worksite Culture of Health Provide Health Promotion & Wellness Incentives Implement Behavior & Engagement Level Rewards Expand Design Choices to Fit Individual Needs tƩƚĭĻƭƭĻƭ Innovative Plan Design Stakeholder Alignment ER Commitments Enterprise-Wide Solution Population Management ğƩŭĻƷĻķ {ƚƌǒƷźƚƓƭ Reduce Current Cost Avoid Future Cost Pool Employer Risk Align EE Cost with Engagement Levels Drive Positive Outcome for ER & EE 1 4 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Proactive Clinical Strategies ĻƌƌƓĻƭƭ tƩƚŭƩğƒ WELLNESS PROGRAMS A Wellness Program seeks to engage employees, as well as family members, in their own health and promote healthy habits and behaviors, positively impact health plan claims and improve productivity and absenteeism. McGriff will work to design, implement, communicate and track the results of a wellness program Employee Wellness Surveys Create Wellness Team(s) Members at various Locations and Levels Incentives Premium discounts, HRA or HSA Contributions, gift cards, etc. Most effective incentives are LƒƒĻķźğƷĻ and /ƚƓĭƩĻƷĻ Health Risk Appraisals Measure progress of health and behavior changes Tobacco Cessation programs IĻğƌƷŷ CğźƩ at client location Blood Pressure Screening Glucose testing Cholesterol Screening Nutritional Guidance Educational Information Body Mass Index 1 5 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Dallas Partial Client Listing /ƚƩƩźŭğƓ tƩƚƦĻƩƷźĻƭͲ LƓĭ͵ BEXAR COUNTYBEXAR COUNTY 1 6 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Public Entity Client Listing BEXAR COUNTYBEXAR COUNTY 1 7 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Private Sector Client Listing - Benefits 1 8 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 2014 Annual Report DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report CONSOLIDATED FINANCIAL HIGHLIGHTS BB&T Corporation and Subsidiaries (Dollars in millions, except per share data) 2014 2013 % Change Annual Results Net income available to common shareholders $ 2,003 $ 1,562 28.2 % Diluted earnings per common share 2.75 2.19 25.6 Cash dividends declared per common share 0.95 0.92 3.3 Book value per common share 30.16 28.52 5.8 (1) 19.93 18.08 10.2 Tangible book value per common share Performance Ratios Return on average assets 1.20 % 0.95 % Return on risk-weighted assets 1.59 1.26 Return on average common shareholders equity 9.40 8.06 (1) Return on average tangible common shareholders equity 14.79 13.61 Net interest margin taxable equivalent 3.42 3.68 (2) Fee income ratio 44.3 43.2 (2) Efficiency ratio 58.9 58.5 Average Balances Total assets $ 185,068 $ 181,262 2.1 % (3) Securities 40,541 36,772 10.2 Loans and leases 118,830 117,527 1.1 Deposits 129,077 128,555 0.4 Shareholders equity 23,991 21,890 9.6 Period-End Balances Total assets $ 186,814 $ 183,010 2.1 % (3) Securities 41,147 40,205 2.3 Loans and leases 121,307 117,139 3.6 Deposits 129,040 127,475 1.2 Shareholders equity 24,426 22,809 7.1 (1) Capital Ratios Tier 1 risk-based capital ratio 12.4 % 11.8 % Tier 1 common equity as a percentage of risk-weighted assets 10.6 9.9 Miscellaneous Information End of period shares outstanding (in thousands) 720,698 706,620 Diluted weighted average shares outstanding (in thousands) 728,372 714,363 Full-time equivalent associates 32,264 33,544 Banking offices 1,839 1,825 ATMs 2,977 2,935 (1)(2) Tangible common equity, Tier 1 common Excludes securities gains (losses), foreclosed Annual Meeting equity and related ratios are non-GAAP property expense, amortization of intangible measures. BB&Ts management uses these assets, merger-related and restructuring You are cordially invited to attend the measures to assess the quality of capital charges, the impacts of FDIC loss share and believes that investors may find them accounting, and other selected items. Refer to Annual Meeting of Shareholders of useful in their analysis of the Corporation. the inside back cover for appropriate disclosures. BB&T Corporation at 11 a.m. (ET) on These capital measures are not necessarily (3) Excludes trading securities. Average balances comparable to similar capital measures Tuesday, April 28, 2015, at the Edna reflect both AFS and HTM securities at that may be presented by other companies. amortized cost. Period-end balances reflect Boykin Cultural Center, 108 Nash Please refer to the inside back cover for AFS securities at fair value and HTM securities appropriate disclosures. Street Northeast, Wilson, N.C. at amortized cost. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report TO OUR SHAREHOLDERS We are optimistic about 2015 because of our accomplishments In 2014, BB&T made important investments to meet our long-term objective of growing, sustained and predictable returns for our clients, in 2014, including: associates, communities and shareholders. Significantly broadening our franchise in the attractive Mid- Atlantic region. Our plan to acquire Susquehanna Bancshares opens To succeed in a challenging banking environment, we believe and scale are becoming increasingly important with exciting new opportunities in the contiguous states of Pennsylvania higher regulatory and other costs. We continued to make investments and New Jersey, including the Philadelphia market, while also improving our market share in Maryland and Baltimore. In addition, to expand our Mid-Atlantic franchise and our rapidly growing Texas our pending acquisition of The Bank of Kentucky gives us access to presence. At the same time, we have built the infrastructure we need to succeed in an increasingly competitive world, while remaining markets in northern Kentucky and greater Cincinnatis rich relentless in eliminating expenses we do not need.base of corporate banking and capital markets clients. Anchoring BB&Ts strategy is the marketplaces best value proposition Building our base in the vibrant Texas market. Our acquisition based on quality and our most important distinguishing characteristic of a total of 62 Citibank branches doubles our presence in Dallas and creates retail and commercial banking opportunities in other a common culture committed to our vision of creating the best fast-growing markets such as Bryan-College Station, Houston and institution possible. We do not say largest because we do Midland. Since we entered Texas with the Colonial Bank acquisition in not believe in growth for growths sake. We grow because that is how we optimize the long-term return to our shareholders. And we do not 2009, BB&Ts market share has grown from 51st to 12th. say best to brag. That commitment is affirmed by consistent Continued national expansion of our Capital Markets Corporate independent rankings demonstrating BB&Ts superior service quality. Banking capabilities. With eight national loan production At BB&T, we believe leadership drives our growth. We help our including a new corporate banking team based in New York City to serve clients in the Northeast, we are positioning BB&T to be an associates grow and become better leaders through training and active market participant as the economy improves and corporate education. We help our clients lead and grow their businesses. When America makes needed infrastructure investments. we help our clients leadership teams become more effective, for example, they make better decisions, their businesses grow faster Leveraging our large insurance business. Insurance is the leading and we get more loans, deposits and fees. We give back to our driver of our representing 18% of BB&T revenue, and communities so they grow into better places to live and do business. were now the insurance distributor in the U.S. Among If our associates, clients and communities grow, we grow and our the new growth opportunities: offering life insurance products shareholders Everyone wins. acquired through our 2012 Crump Group acquisition to our wealth clients and packages acquired through our 2011 While most banks are measured by traditional offerings like loans and deposits and BB&T excels by those measures we believe another Precept Group acquisition to our small business clients. important quality is how we help our clients and communities Broad improvement in our credit quality. Our strongest performance grow through leadership development. In 2014, we increased our in seven years is a reflection of BB&Ts long-held conservative investment in leadership by sharing our time-tested leadership principles and significant investment in a comprehensive risk model with our clients and the next generation of leaders through governance system. programs for educators and students. We will expand that investment through The BB&T Leadership Institute in 2015. BB&T Market Coverage Expanding Our Franchise BB&T Susquehanna Bancshares The Bank of Kentucky Completed acquisition from Citibank in June 2014 and announced acquisition from Citibank in September 2014 1 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F We come in every morning to help our Kelly S. King Chairman and Chief Executive clients and communities be successful. We believe it is the most important part of our business. Those values have served us well for 143 years, and will continue to serve us for many decades to come. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report We believe profitability and predictability go hand in hand. Our Extending our specialized lending and dealer financial services. Now 14% of our revenues, these businesses provide additional community banks have been operating largely the same for 30 years, with local autonomy and responsiveness that results in products and services to our clients while increasing our geographic consistently better client service quality. Our client service has won top scores year after year from respected research organizations. Our acquisition strategy also has been consistent over the years of 23%, working in tandem with our corporate bankers. (See page 16.) as we have steadily built our franchise by acquiring banks with Expanding our retail delivery options. Were constantly improving contiguous markets, long heritages and compatible cultures most our online banking experience to meet clients rapidly changing recently with the announced Susquehanna transaction. preferences. Today, 25% of our checking and savings account clients Our long-term view also extends to our communities. We believe in use our mobile banking services, up from 3% only four years ago, helping our communities for two reasons: its the right thing to do, and we are planning exciting new offerings for our clients in the and frankly, it helps our bottom line. Banks are nothing more than among U.S. retail banking websites for three straight years.a reflection of our communities. Among my proudest moments is watching BB&Ts associates volunteer in community-service projects Continued investment in cutting-edge processes. Our new general as part of our Lighthouse Project more than 6,600 projects, touching the lives of 9.7 million people, since we launched the project six years edge over our peers and proactively address new banking regulations. ago to help our communities as they struggled through the recession. Rewarding our shareholders. We have achieved higher returns with Our long-term consistency is most deeply rooted in our value system. lower volatility than our peers over the last 10 years, and have one We believe the best and only way to operate a large organization of the best dividend yields. is to make sure that everyone holds, and lives, the same fundamental Our accomplishments are noteworthy at a time when our country values. At BB&T, we talk with our associates constantly about and industry still face challenges. While we remain encouraged the values of character, judgment, success and happiness. Why by an improving U.S. economy and signs of positive change in happiness? Because if associates are happy in their lives, they have Washington, we must remain vigilant. In 2015, we expect still-tepid a sense of self-esteem and pride in their work and believe theyre domestic growth, a volatile global environment, higher regulatory doing something worthwhile and they are at BB&T. That is not just costs, and increasing competition from traditional banks and new a bromide with us. It is the way we live. We come in every morning entrants seeking to win parts of our business. We also recognize to help our clients and communities be successful. We believe it is the that most of our competitors offer the same products and, candidly, most important part of our business. Those values have served us well similar strategies. We know the most successful companies will be for 143 years, and will continue to serve us for many decades to come. those with the best execution of their strategies. In turn, excellent execution requires consistency of purpose and an environment where everyone is engaged in pursuing a common goal. Careful readers of our annual reports will notice a consistency in our message. This is not accidental. The consistency reflects 2014 Revenue Mix our fundamental view that successful businesses are operated for the long term. We dont respond to fads and engage in short-term thinking. We dont remake ourselves every few years. For example, Community Banking 18% when we expanded our presence in Florida in 2009 in the middle Residential Mortgage Banking of the recession, the pundits were warning of the states demise amid Dealer Financial Services Specialized Lending overbuilding. We preferred to look at the long term: nearly 20 million Financial Services 13%46% people live in Florida and its warm in the winter. Since then, Florida Insurance Holdings has become one of BB&Ts most lucrative markets. Were now hearing 7% some of the same short-term thinking about Texas because of worries Based on segment revenues, excluding other, treasury and that lower oil prices will impact the states large energy sector. Our 7% corporate for period ended 9% 12/31/2014 response: 27 million people live in Texas, with 1,000 more moving there every day, attracted by the nations strongest job market. 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report 2014 RESULTS opportunities, assuming stability in the broader economy. We are BB&T produced record earnings in 2014, with strong performances throughout the company reflecting the effectiveness of our key optimistic about continued solid loan growth in 2015, provided the strategies. Net income available to common shareholders increased economy continues to improve. more than 25% to a record $2 billion for the year. Our Average noninterest-bearing deposits increased by 10.0% in 2014 fee-income businesses, including insurance, investment banking, compared with the prior year, the success of our strategy bankcard and trust, reported record revenue. We produced solid to grow lower-cost deposits. The mix of noninterest deposit balances growth in both loans and lower-cost deposits. We very effectively to total deposits improved to 28.9% in 2014 from 26.4% in 2013 controlled expenses. Our credit quality indicators all showed sharp and 20.4% in 2011. We have made progress in growing improvement. Our capital levels remained strong across the board. and diversifying our deposits in recent years. Earnings per diluted share increased 25.6% to $2.75 for 2014, Our strong results were driven partly by across-the-board compared with $2.19 in 2013. improvement in credit quality. Total nonperforming assets as Average loans and leases, excluding loans acquired from the FDIC, a percentage of average assets declined every quarter to 0.42% at grew by 3.6%, a solid performance in a relatively slow economy. year end. Delinquent loans, both early stage and those 90 or more days past due, continued to fall. Net charge-offs for the fourth The growth was broad-based, including corporate lending, auto quarter were 0.39% of average loans, an 18.3% decrease from the lending, commercial real estate lending and retail lending. The 4.8% growth in commercial real estate improvement in several third quarter of 2014. Our allowance coverage ratios remain strong. areas hurt by the recession, including single-family construction, BB&Ts fully taxable equivalent net interest income declined 4.3% industrial and hospitality. Thanks to excellent execution by our to $5.5 billion and the net interest margin declined to 3.42% from community bank, we enjoyed strong momentum in direct retail 3.68% in 2013. Both declines were anticipated, reflecting in part loans, led by home equity lines of credit. Our specialized lending lower interest rates on new loans. All banks are challenged to grow businesses, including Grandbridge Real Estate Capital and interest income in this prolonged low-rate environment. The net Financial power and sports equipment finance, reported strong interest margin, key to a banks is the difference between growth. Residential mortgages declined as part of our decision the interest received on loans and investments and the interest paid in 2014 to sell a larger portion of our mortgage originations and to on deposits and other funding, expressed as a percentage of average sell non-performing loans. We achieved loan growth in a competitive earning assets. Our margin still compares favorably with the 3.12% market through our strategies and not by lowering average of our peers, and should remain fairly stable due to our ability underwriting standards. We believe our core loan growth rate for to offset lower new loan yields with an improved funding mix. The the fourth quarter of 6.2%, which excludes residential mortgages, margin could improve slightly later in 2015 if the Federal Reserve starts seasonal and expected runoff of FDIC-covered loans to increase interest rates, as anticipated in the middle of the year. acquired in our Colonial acquisition, best determines future earnings More Consistent Long-Term Performance Revenue/average assets 10-year averageRevenue/average assets 10-year standard deviation (2004-2014)(2004-2014) Volatility measured as standard deviation of PPNR/Average 2.2% Asset ratios 0.4% 0.4% Largest four banks: BAC, C, JPM, WFC 1.8%1.8% National peer group: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION 0.3% Source: SNL Financial as of 12/31/2014 NationalLargest FourNationalLargest Four BB&TBB&T PeersBanksPeersBanks 4 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F PHILADELPHIA The Susquehanna acquisition means BB&T is even more invested in areas where we do business. It is always useful to have a banking partner that operates in your backyard. George J. Alburger Jr., executive vice president and chief Liberty Property Trust George J. Alburger Jr. Jennifer Landis Jim Davis Damon Patrick Glenn Page Executive Vice Vice President, Treasury, Senior Vice President, Assistant Vice President, Senior Vice President, President and Chief Liberty Property TrustBB&T Capital Markets BB&T Capital Markets BB&T Capital Markets Financial Corporate Banking Team Corporate Banking Sales Corporate Banking Liberty Property TrustLeader, Northeast Region& Service REIT Group The pending acquisition of Susquehanna Philadelphia Navy Yard. BB&T was selected as a participant in Libertys line of credit Bancshares opens opportunities for BB&T to create new relationships, and deepen because of its stability, strong interest in the existing ones, with top corporations in REIT industry and a footprint that overlays nicely with some of our key regions, said greater Philadelphia. One example is Liberty Property Trust, a BB&T client since 2011.Liberty CFO George Alburger. With the The $8.9 billion real estate investment Susquehanna acquisition, BB&T shares trust is redefining Philadelphias skyline Libertys prime markets in Pennsylvania, with a 59-story skyscraper being built Maryland and New Jersey. That physical next to a 58-story tower opened in 2008, presence makes a statement that we are both for Comcast Corporation. State-committed to the market in a big way, said of-the-art offices being developed by Glenn Page, senior vice president of BB&T Liberty also are giving new life to the reborn Capital Markets Corporate Banking. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F CINCINNATI Both companies are built on a common community banking culture, and we share the same values and philosophies about client services. Its really an ideal merger on every level. Greg Branstetter, senior vice president of BB&T Capital Markets Corporate Banking. Greg Branstetter Deanne Martin Craig Kegg Brian Blomeke Ryan Hamilton Senior Vice President, Vice President, Senior Vice President, Senior Vice President, Assistant Vice President, BB&T Capital Markets BB&T Equipment Finance Grandbridge Real Estate BB&T Capital Markets BB&T Capital Markets Corporate BankingLarge Corporate GroupCapitalCorporate BankingCorporate Banking BB&Ts pending acquisition of The Bank of Current BB&T client Western & Southern Financial Group, which built the iconic Kentucky not only solidifies our statewide presence in Kentucky but also opens Cincinnati skyscraper Great American Tower attractive new markets in neighboring Ohio at Queen City Square. Just in downtown Cincinnati, we have 15 corporate clients and and the broader Midwest. The regions many manufacturing and industrial companies will could-be clients within walking distance, have access to BB&Ts full suite of corporate said Brian Blomeke, Cincinnati-based senior banking and capital markets services, vice president of BB&Ts Capital Markets ranging from loan syndications to bond Corporate Banking group. This acquisition financing. The greater Cincinnati area is a will allow us to do significantly more particularly rich corporate banking market, business together than either of us is able to with more corporate headquarters per do on our own. capita than bigger U.S. cities. One example: DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report BB&Ts return on average assets was a solid 1.20%, up from .95% Our noninterest income totaled $3.8 billion for the year, down 3.9% from 2013, but the year with a very strong fourth in 2013, and superior to our peer average of 1.07%. Our return on quarter performance, exceeding $1 billion, a 29% annualized average common shareholders equity increased to 9.40% from increase compared with the prior quarter. The increase was driven 8.06%, and was superior to our peer average of 9.10%. by insurance, mortgage banking, investment banking and brokerage. A key to superior long-term returns is minimum volatility. Some Insurance income was up 8.3% in 2014, the best year in our companies are comfortable seeking higher returns with higher history, due to new business growth and client retention. Mortgage risk. We are not. Over the last 10 years, we have achieved superior banking was down for the year as the refinance boom ended in performance with less volatility than our peers. Our pre-tax 2014. However, applications and income improved in the fourth pro relative to assets averaged 2.2%, compared to 1.8% for quarter, higher net mortgage servicing rights performance. our national peers. For the same 10-year period, BB&Ts standard Investment banking and brokerage enjoyed a record year, deviation of that measure was 0.3%, compared to 0.4% for our from increased capital markets activity. BB&Ts fee income ratio national peers. increased to a record 44.3% for the year, compared with our peer In summary, BB&T continued to improve our average of 37.5%. A higher value indicates a bank is producing more performance in 2014 with positive growth trends in key areas, of its revenue from noninterest income and the success of our including loans and deposits, and fee income, combined with strong strategy diversifying our sources of income. and improving credit quality and expense control. All of our long- Our intense focus on controlling BB&Ts expenses resulted in a 13% term strategies are showing excellent results. We feel very positive reduction in BB&Ts adjusted noninterest expense in the fourth about our prospects in 2015 and beyond. quarter, due largely to lower insurance-related and information technology costs, and a decline in full-time equivalent positions. In part because of our long-term investment in risk management and other systems and the impact of some costs that will not recur, expenses increased slightly to $5.9 billion for the year. Our ratio which measures expenses as a percentage of revenues, so lower percentages signal better performance improved to 56.7% in the fourth quarter of 2014 from 59.9% a year earlier, and compares favorably with the fourth quarter average of our peers. We remain committed to tightly controlling our expenses in 2015. Superior Returns Return on Risk-Weighted AssetsReturn on Average Tangible Common Equity 1.68% BB&T 1.80%20.00% 1.63% 17.49% 17.39% 1.54% Peers 15.70% 1.50 16.00 Excludes impact of selected unusual items. Refer to back inside cover for appropriate disclosures. 12.60% 1.06% 1.20 1.32% 1.28%1.28% Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, STI, USB 12.00 13.22% 13.24% and ZION 8.73% 0.90 11.46% 1.00% 0.67% 10.34% Source: SNL and Company Reports 8.00 0.60 0.57% 4.00 0.30 4.44% 0.00 0.00 2010201120122013201420102011201220132014 7 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report OUR STOCK PERFORMANCE with the 7.8% average of our peers. We also outperformed our peers The bottom line of our mission is to optimize the long-term return to our shareholders, while providing a safe and sound investment. and the S&P 500 index over the last seven-year, 10-year We achieve that through steady performance, less volatility in and 15-year periods. our results, and growth in our diverse franchise, our dividends and Predictable dividends are also very important to us. Nearly half ultimately our share price. of our shareholders are individuals who have accumulated their shares The emphasis is on long term. We believe the best long-term over many years and depend on a steady stream of dividends. We are measure of stock performance is total return to shareholders, which proud that BB&T has consistently had among the highest dividend yields and payout ratios, compared to our peers. BB&T has paid a cash includes the change in stock price plus dividends paid. In 2014, our total return to shareholders was 6.8%. Consistent with BB&Ts dividend to shareholders every year since 1903. In the quarter mission, our long-term returns exceeded our peers and have been the of 2014, we increased our quarterly dividend to $0.24 per share, most consistent among our peers during the last 10 years. BB&Ts a 4.3% increase from the fourth quarter of 2013. We are committed 20-year annualized return to shareholders has been 10.9%, compared to continue making predictability a priority at BB&T. BB&T Among Leaders in Dividend Yield Dividend Yield of BB&T and Peers 3.00% 2.55% 2.47% 2.50 2.28% 2.23% 2.18% 2.10% 1.91% 1.89% 2.00 1.87% 1.71% 1.50 1.00 0.56% 0.50 0.00 FITBBB&THBANMTBUSBPNCSTIRFKEYCMAZION Source: Thomson ONE as of 12/31/2014 Total Shareholder Returns For the periods ended December 31, 2014 20%8%4%8%12% 7.3% 10.9% 17.5% 3.0% 6.0% 8.5% 156369 13.3% 7.8% 11.8% 104246 2.4% 2.0% 52123 0.2% 0.1% -0.3%-1.6% 00000 BB&T -2-1 Peer Average S&P Financials Index 5 Year7 Year10 Year15 Year20 Year Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION. Source: Bloomberg 8 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report OUR CAPITAL STRENGTH Our Liquidity Coverage Ratio, designed to ensure institutions BB&T is one of the nations best capitalized banks and among the best prepared for any economic environment in the future.have the necessary assets on hand to ride out short-term liquidity disruptions, was 130% in the fourth quarter of 2014, well above A banks capital levels, which basically measure how much the 90% regulatory minimum required by January 1, 2016. creditors are covered if a banks assets are liquidated, are closely monitored by federal regulators as a key yardstick of bank risk. We were very conservative in 2014 as we put comprehensive risk We are proud that the Federal Reserves Comprehensive Capital management and other systems in place. We spent much of the Analysis and Review (CCAR) program in 2014 affirmed BB&Ts year building our capital levels, positioning BB&T to increase its capital distribution when appropriate. We follow clear priorities in capital strength. These stress tests, which use the Feds own models to gauge the performance of the nations systemically distributing capital. We focus on organic growth Regular dividends important large banks under severely adverse economic scenarios, to shareholders are a strong second. Strategic opportunities such as showed that BB&T had:mergers and acquisitions are third priority. Stock buybacks or special dividends are fourth priority. Our announced acquisition of Susquehanna The highest level of Tier 1 capital, a measure of equity that Bancshares in late 2014, structured with 30% cash and 70% BB&T stock, regulators watch most closely represents an ideal blend of priorities. It is an excellent strategic initiative The smallest decline in Tier 1 capital that uses an way to deploy capital. The highest pre-tax return on assets among peers and one While regulators have the absolute independent ability and of only two peers to remain responsibility to supervise banks, we view our relationship as important and instructive. By engaging openly and fully with regulators, we have The lowest projected loss rate among peers for the total from feedback that has made BB&T even stronger. loan portfolio Capital Strength Basel I Tier 1 Common RatioBasel I Tier 1 Ratio 12.4%12.4% BB&T 11.0%12.5% Peers 10.6%10.6% 12.1%12.1% Tier 1 and Tier 1 common ratios are non-GAAP measures. 10.4%10.4% 10.512.0 11.8% BB&Ts management uses these measures to assess the 10.2% 10.5%10.5% quality of capital and believes investors may find them 11.9% useful in their analysis of the Corporation. These capital 11.8% measures are not necessarily comparable to similar capital 10.2%10.2% 11.7%11.7% 10.011.5 measures that may be presented by other companies. 11.5% 9.9% Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION 9.511.0 Source: SNL and Company Reports 9.010.5 4Q131Q142Q143Q144Q144Q131Q142Q143Q144Q14 9 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report OUR LEADERSHIP COMMITMENT In addition to discussing banking staples like deposits, credit needs We have focused intently on leadership at BB&T for many decades. and treasury services, we are starting conversations with clients about how BB&T can help them attain their business goals in we need the best possible leaders. But it is more than that. We believe areas such as leadership development and succession planning. leadership is also the driver of the growth and success for all BB&Ts Our approach begins with learning about a companys strategic and constituents our clients, associates, communities and shareholders. tactical goals, so our work is closely aligned with achieving its most For our clients, the differentiator is not only who can provide the best products and services, but also how we can best help them as they critical performance objectives. lead and grow their businesses. For our associates, BB&Ts extensive We have begun offering our time-tested, five-day Mastering leadership training programs are built around a simple but powerful Leadership Dynamics course to our corporate clients. Our program mantra: Its not about us. Rather, our mission is to make a positive, is based in part on greater awareness. We do not believe leaders meaningful difference in the lives of as many people as possible. can fully meet their potential until they understand themselves, We believe if we can help make that difference and help create their associates and their environment. For example, how do they better leaders in communities throughout our marketplace, we all react to different people and different situations? How do they act under stress? What are their emotional triggers? Virtually all (97%) collective leadership. company executives who have completed the course say the self- awareness experience prompted them to establish a clear path BB&Ts leadership model is based on a simple premise: people to improve their leadership practices. primarily behave in a manner that is consistent with their beliefs. We reject the quick and frequently misapplied solution of stronger We also are reaching out to educators and students because our and stronger demands to compel associates to behave in a certain future leaders are sitting in classrooms today. After a successful pilot way. Instead, we have learned that for people to change and perform program in 2014, we will offer our unique leadership development better over the long term, they must believe what they are doing program to several hundred school principals in 2015. Studies is right. That is why the values we constantly stress to associates are have shown principals have among the biggest impact on student so important values like honesty, independent thinking, teamwork achievement by creating an environment for learning. In addition, and pride in their work. When our behavior is anchored by our beliefs we are collaborating with universities across our footprint to develop and values, we get the right results. In other words, beliefs drive a leadership curriculum for their students. We also are expanding our behaviors, which create results. education through the BB&T Financial Foundation and our innovative Our model is also grounded in the power of positive thinking. LEGACY: A BB&T Leadership Challenge mobile gaming application Unfortunately, many people allow themselves to be consumed by the negatives of situations, caused in part by society setting limits that teaches leadership skills. We are looking for opportunities to reach young leaders wherever we find them. One example: on what we should not do and imposing penalties when we make a leadership development program, including a new merit badge, a mistake. It takes a concerted effort to focus on the positive rather for a Girl Scout council in North Carolina. than the negative, on the opportunities rather than the obstacles. To counteract that, our leadership model stresses the positives BB&Ts leadership initiative is not intended to gain recognition positive reinforcement and an enthusiastic, positive attitude. or promote our products, although our clients regularly tell us how much they value our focus on an area that is typically not discussed We believe so deeply in the importance of leadership that we have started sharing what we have learned more widely through by their other business partners. Rather, our commitment to leadership development is a crucial part of our mission to help our The BB&T Leadership Institute. We will continue our commitment clients, associates, communities and shareholders succeed, thereby to our associates with a program that has offered leadership making the world a better place to live. If we can help create better development to thousands of associates over the last three decades. In 2014, we added three other audiences our corporate leaders, our marketplaces, our capitalistic system and our country will prosper. clients, educators and students. The BB&T Leadership Institute has incorporated the closely aligned leadership philosophy of Farr Associates, which has helped top U.S. companies with leadership development programs for more than a half century. This long-time BB&T subsidiary is now part of The BB&T Leadership Institute. 10 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F THE BB&T LEADERSHIP INSTITUTENot only did The BB&T Leadership Institute help me become a stronger leader and person, it helped to positively change the culture of this school. I feel renewed and I can lead this school for years and years to come. Dr. Angela Moore, principal of Thomasville Primary School, a K-3 institution in North Carolina Angela Moore Will Sutton Rosalind Guerrie Principal, Thomasville Executive Vice President Senior Vice President and Primary Schooland Director, The BB&T Educational Leadership Leadership InstitutePrograms Manager, The BB&T Leadership Institute Principal Angela Moore thought her all The intense program provided her with increased self-awareness, and supported business style was needed to meet the challenges facing Thomasville Primary her transition to a more approachable School, where many students are challenged and reflective leader, fostering more open in achieving their highest potential. Initially, communication with her school team. Once Dr. Moore was hesitant to participate in I let my guard down, I saw the difference it The BB&T Leadership Institutes program, made with our teachers and students. Theyre Mastering Leadership Dynamics for happier and more confident. Now she Educational Leaders, designed to help understands that though shes the principal, principals become more aware of how they she is not the schools only leader. Her BB&T are perceived as leaders. I thought this would Leadership Institute experiences even inspired be just another leadership workshop, but my an updated school mission statement, which experience was so much more than expected. now reads To teach, to lead, to learn. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report OUR STRATEGIC OBJECTIVES Deliver the BB&T Value Promise Enterprise-wide Each year BB&Ts senior management team sets our strategic objectives. Our tactics may change, but BB&T has not veered from and Across All Delivery Channels, Thereby Creating the Perfect Client Experience of purpose and commitment to our vision of creating the best Our overarching long-term strategy is to provide the best value proposition in the marketplace by offering the best quality service. Whether in banking or any other business, we believe people We always start with a clear-eyed analysis of the challenges ultimately move to the best value, based on quality over price. to achieving our objectives. The global economic and geopolitical environment remains volatile, with a succession of crises ranging Our community banks have long been the locomotive of our banking from the ISIS terrorist threat, the Ebola outbreak and cybersecurity operation and a big reason for our success in delivering the Perfect breaches to economic worries in China, Japan and much of Europe. Client Experience service that is reliable, responsive, empathetic and In many ways, the U.S. is doing better than the rest of the world, but competent. Our community bankers have the autonomy to make most decisions locally. At the same time, as the nations 10th largest bank by deposits, we can offer our clients a diverse menu of banking hesitant about investing. The good news is the tremendous pent-up and nonbanking services. We are partners and consultative, trusted demand in our economy following the long recession. We believe advisors who create deep relationships with our clients, not order takers or salespeople. So we talk less about ourselves and our products, with a strengthening U.S. economy and hopefully continued signs and more about what we can do to help our clients be successful. of change in Washington. In an increasingly online world, many more of our clients want to In the banking industry, one worrisome sign is intensifying competition do their banking digitally. A cross-divisional team of senior BB&T in commercial lending, forcing down prices and prompting some managers is focused on redesigning our retail delivery, leveraging digital banks to take on excessive credit risk. We have not, and will not, lower BB&Ts credit standards, but we are concerned that some in creating a seamless client experience that is easier, simpler, faster, more our industry have forgotten lessons we should have learned from personal and more secure, regardless of how the service is delivered. We see mobile banking and other electronic channels as complements of nonbank companies, particularly in the payments industry. While to the experience in our branches, and vice versa. While many we do not object to the competition and indeed aggressively clients prefer our mobile banking services for routine transactions, support the trend toward mobile payments we believe nonbank for example, we recognize that clients still want to deal with people participants should be subject to the same regulations as big U.S. for advice and more complex transactions. What is not changing is the banks, in part because of their vulnerability to computer hackers responsiveness and consultative approach of our community banking or even terrorist threats. model. That remains at the core of BB&Ts value promise. We view the consolidation of our industry as a huge opportunity for We are proud that our superior service quality has been consistently BB&T. We have never had a goal to reach a certain size, but we are a growth organization because that is how we optimize the long-term operations. Since 2009, Greenwich Associates has presented BB&Ts return to our shareholders, the opportunities for our associates and small business and middle market banking groups 103 excellence awards the health of our communities. We focus primarily on organic growth, more than any other bank. Keynote has ranked BB&Ts retail banking but believe we can supplement that in a years period by growing 5% to 10% of our asset size through acquisitions. Our disciplined in a row, BB&T Wealth was named one of the Top 40 Wealth Managers approach to acquisitions imposes three tests: the transaction must by Barrons magazine. For the last 13 years, Training magazine has named BB&T a top-ranked bank for our associate training program. shareholder value. As a testament to our consistency, consider this ad for BB&T, placed As you will see in the following sections, we are very positive about the future of our business because all of our key strategies are institution that simply considers its own strength. Choose a bank that can most readily pay out money and extend help by giving honest and shareholders. advice. It was the simple truth then and still is today. 12 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report When our communities were struggling during the last recession, Ensure a Strong Associate Value Proposition we launched Project Lighthouse, giving our associates time off We are committed to creating a place where our associates can learn, work with BB&T support, to volunteer time on community grow and be in their work. This associate value proposition projects such as helping to alleviate homelessness. Hundreds of our is directly related to our value promise to clients. We deliver superior associates have told me, with tears in their eyes, how much better service quality because engaged associates come in every morning they feel about BB&T, and themselves, because of their work on focused on helping our clients be successful. Project Lighthouse. It all ties together. When associates feel they are We start with a strong package of health and wellness, education, part of their communities, it raises their self-esteem and makes them vacation and other associate benefits. BB&T is one of the few more engaged in serving our clients. Our value proposition is not companies that offers both a pension program and an employer- only about delivering value to our clients. It is about living our values matched 401k retirement plan. Our help ensure stability: in everything we do. BB&Ts turnover rate is one of the lowest in the industry. If our associates feel positive about achieving their own security, Drive Revenue Growth in a Very Challenging Environment they can focus on helping our clients do the same. Both Organically and Through Strategic Opportunities When I talk to BB&T leaders, I tell them their job every day is to is the driver of BB&Ts revenue growth, which in turn see how their associates are doing. Do they have any challenges in produces our stable and growing returns to our shareholders. BB&Ts business? How are things going at home? What can we do to help extends to our markets, products and loan portfolios. you be more successful and happy, both at work and away from Geographically, the steady growth of our primary Southeast and work? Some may say leaders should stick to workplace issues. We Mid-Atlantic markets is balanced, for example, with the robust disagree. Happiness is foremost among the fundamental values that growth of newer markets in Texas and Florida. form the foundation of everything we do at BB&T. We focus with our associates on trying to achieve a level of happiness in business In Texas, our acquisition of a total of 62 Citibank branches in 2014 and in life, because that leads to a sense of self-esteem, pride in what significantly advances our multi-faceted strategy in one of the we have accomplished, and a belief that we are doing something nations fastest-growing states. We have rapidly expanded our worthwhile that we make a difference. market share in six years by immediately tapping into the vibrant Texas commercial banking opportunities with new commercially We also believe helping our communities is directly related to focused branches while pursuing a longer-term strategy of achieving our vision of creating the best institution possible. creating a balanced retail/commercial franchise in key Texas The sum of the assets and liabilities in the community becomes the markets. We are anticipating more rapid growth from that base, net worth of the bank. Our communities have served us very well for primarily organically. 143 years; we have an obligation to give back what we have received. Diverse Market CoverageBB&T Retail Financial Centers * 593 Locations2,160 Locations BB&T Insurance (186)Virginia (361) BB&T Corporate Location (183) North Carolina (358) BB&T Scott & Stringfellow (44) Florida (326) * Regional Acceptance Corporation (34) Pennsylvania (172) * BB&T Dealer Financial Services (29) Maryland (167) Grandbridge Real Estate Capital (27) Georgia (161) * BB&T Securities, LLC (20)Texas (123) BB&T Capital Markets (20) South Carolina (114) * BB&T Equipment Finance (18)Kentucky (113) AFCO/CAFO/Prime Rate (13)Alabama (88) * Sterling Capital (7)West Virginia (81) BB&T Commercial Finance (4)Tennessee (52) * BB&T Governmental Finance (4)New Jersey (28) BB&T Data Center (2) Washington DC (13) Sheffield Financial (1)Indiana (2) * BB&T Corporate Headquarters (1)Ohio (1) * Includes pending Citi, Bank of Kentucky and Susquehanna branches. 13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report With our pending acquisition of The Bank of Kentucky, we will nearly double our statewide deposits, increase our market share from fourth food, beverage and agribusiness. Since 2011, our total commitments to second and add new markets in Kentuckys Golden Triangle have expanded by 25% to $24 billion, with more than 70% of annual new-money loan production coming from new markets and new industry coverage. A key to our success has been to put experienced we also will gain access to contiguous Cincinnati and Ohio and corporate bankers in markets throughout BB&Ts franchise and the many manufacturing and industrial companies in those markets. nationally. We now have loan production offices in Chicago, Greater diversification is also a principal benefit of the planned Cincinnati, Dallas, Houston, Los Angeles, Louisville, New York and Susquehanna acquisition. We will significantly expand our San Francisco. In 2014, we based a new corporate banking team in Mid-Atlantic footprint by adding other attractive contiguous markets. New York City to focus on developing new relationships and providing The acquisition will add 245 retail branches with approximately $13.6 billion in deposits and $18.6 billion in assets. BB&Ts wealth business Northeast. With a full complement of equity, debt, sales distribution, research, merger and acquisition and advisory capabilities breadth Our experienced energy team will form relationships in the large few regional banks can match BB&T is well positioned as corporate energy sector in Pennsylvania, the nations third-largest producer America expands investment in an improving economy. At the same of natural gas. We will bolster our market share in the Maryland time, we are expanding our retail reach with our fast-growing wealth and Delaware Valley markets, with their rich base of world-leading business, which received 25,000 referrals from our community bank education, healthcare and research institutions. After spending time in 2014, and BB&T Scott & Stringfellow brokerage, which added with many Susquehanna associates, clients and leaders in their communities, I am even more excited about our common culture and Insurance, a core BB&T business founded in 1922, is the biggest vision than when we announced the acquisition in November 2014. Our community bank, representing just under half of our revenue, to 18% in 2014 from 12% in 2005. In 2014, we expanded our is balanced with a diverse mix of fee-income businesses. These presence on the Carolina coasts with the acquisition of Woodbury national businesses diversify our balance sheet with non-real & Co. and our coverage of the aviation industry with our acquisition estate and low-cost deposits, bolster our margins and sustain our of Caledonian Insurance Group Inc. Insurance balances our interest- rate-sensitive lending business, providing a stable revenue source BB&Ts national Capital Markets Corporate Banking group is resilient in all business cycles. Within the insurance segment, increasingly important to our balance sheet and earnings growth. It we are diversified between wholesale and retail and across all insurance types. From our clients perspective, insurance loan portfolio, geographically, and by diversifying risk through products are a key complement to needed financial services, Solid Fee Income Ratio BB&T 70.0%46.0% Peers 44.3% 63.7% 63.4%63.5% 63.5% 65.044.0 43.2% The efficiency ratio reflects the cost to produce each 42.5% dollar of revenue, expressed as a percentage, i.e., lower 60.8% 58.9% 58.5% 60.042.0 41.0% A higher fee income ratio indicates a bank is producing 55.2% more of its net operating revenue from noninterest income, 54.3% 39.7% 53.9% indicating more diverse sources of revenue. 55.040.0 Excludes securities gains (losses), foreclosed property 38.0%expense, amortization of intangible assets, merger-related 37.7% 37.5% 37.5% 50.038.0 and restructuring charges, the impact of FDIC loss share 37.1% accounting and other selected items. Refer to inside bank cover for appropriate disclosures. 45.0 4Q14 Efficiency 56.7%36.0 4Q14 Fee Income 45.8% Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION 2010201120122013201420102011201220132014 Source: SNL and Company Reports 14 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F GROWTH IN TEXAS BB&T has a way of doing business that people in Texas appreciate. They a way to get it done without a lot of fanfare. We know theyre going to be there for us. Don Whitaker, chief Keating Auto Group, Victoria, Texas Ben Keating Don Whitaker Christian Corts Glen Davis President, Keating CFO, Keating Auto BB&T Corporate BB&T Market Auto GroupGroupBanking Manager, President, Bryan- Houston/Central College Station Texas BB&T and Keating Auto Group entered the stage for a wide-ranging relationship, from wholesale floorplan financing to the Bryan-College Station market about the same time BB&T with our acquisition working capital and merchant services, of Citibank branches and Keating with when Keating purchased College Station the purchase of its 10th Texas dealership. Ford Lincoln in 2014. Our business is based Its a market both bank and auto dealer on relationships, said Mr. Whitaker. We covet because of Bryan-College Stations need a bank that offers the full spectrum vibrant economy, centered around booming of products, but also one we trust and feel Texas A&M University. BB&Ts approach comfortable with, and that solutions to the market impressed Keating CFO Don if we hit any bumps in the road. For us, Whitaker during an introduction to the thats BB&T. bank more than two years ago. That set DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report Equipment Finance: Serving Our Corporate Clients opening doors to our bankers in all segments as a lead-in product to create new relationships. We see many opportunities ahead. One BB&Ts Equipment Finance our success in diversifying example: Our AmRisc subsidiary, which insures property against our sources of revenue with national businesses that offer our wind-related catastrophes, has been invited by the state of Florida clients deep and specialized experience. Working in tandem with to exclusively write commercial condominium coverage. our corporate banking and capital markets teams, our equipment finance experts have compiled a six-year compound annual Our specialized lending businesses add more geographic and revenue growth rate of 23%. because they are nationwide, are not linked to real estate and are primarily either consumer or small business We have In 2008, we made a commitment to expand nationally, helping developed or acquired the businesses to provide additional products middle-market and large corporate clients acquire essential and services to our clients. Most businesses operate independently capital equipment while managing their depreciation tax with a strong client base. Our specialized lending associates often are Since then, our average deal size has grown from $75,000 to located alongside our community and corporate bankers, creating $5 million. The types of equipment the diverse cross-selling opportunities for our associates and one-stop shopping needs of corporate America: manufacturing, construction, for our clients. For example, we often provide insurance premium technology, medical, mining and all forms of transportation to our commercial insurance clients from AFCO/CAFO Prime land, rail, sea and air. In addition to constantly replacing their Rate, one of the largest insurance premium companies in the aging equipment, companies today are beginning to add new U.S. and Canada. All of our specialized lending adheres to BB&Ts strict capital assets to take advantage of an improving economy. For credit quality standards. Regional Acceptance Corporation, for instance, example, we increased our focus on corporate aircraft leasing remains very selective as a subprime lender in auto just as that sector began taking off again after the recession. only about 5% of applications. We typically do not convert traditional One client, North Carolina-based Richard Childress Racing, uses bankers into specialist roles. We recruit only the top specialists in their its aircraft to transport pit crews to NASCAR races. disciplines, with an average of 20-plus years of experience. John Preston, senior vice president of for Southern Wines & Spirits of America Inc., put it this way: From start to of each Continue Efforts to Optimize BB&Ts Risk Governance transaction, the BB&T Equipment Finance team is an extremely Framework, Including Capital and Liquidity Management, customer-oriented business partner. I can count on them to be Positioning the Organization for Strategic Opportunities both responsive and competitive. BB&T leases delivery trucks, Our intent with BB&Ts risk governance framework, as it is with every corporate aircraft and computer-driven warehouse conveyor strategy, is to align our risk management with our vision, mission equipment for the nations largest wine and spirits distributor. and values. Thus, we position ourselves from a risk standpoint for Our equipment team knows the business well. President sustainable, resilient performance with less earnings variability Tom Jaschik and Chief Operating Connie Lancaster each and stable returns through all business conditions. We start with have specialized in equipment for more than 30 years. a conservative risk culture that has served us well during even the toughest economic cycles, including the most recent recession Equipment Finance: Six Years of Double-Digit Growth when BB&T was one of the few banks to remain But we Growth in Average Portfolio Balance recognize we must build on that solid credit foundation as BB&T gets bigger amid a zero-tolerance regulatory environment. Over $3.00 $2.68 6-Year Compound Annual Growth Rate 23% the last two years, we have made enormous investments in people, 2.50 $2.28 systems and processes to build an integrated, comprehensive risk $1.93 governance framework, including capital and liquidity management. 2.00 Our new Enterprise Resource Planning system leapfrogs existing peer $1.43 1.50 technologies and reduces risk by providing consistent, $1.24 $1.12 reliable and reconcilable data and rapid reaction to upcoming 1.00 $0.78 regulatory changes, among many other capabilities. We stress role 0.50 clarity and accountability at every level of the company. Every associate shares responsibility for some aspect of risk management, 0.00 whether in a first-line business unit, in the risk organization 2008200920102011201220132014 or elsewhere in the company. 16 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F CAPITAL MANAGEMENT Associates from throughout the bank have worked side by side to create risk management processes that we can all be proud of and that will BB&T and our shareholders for years to come. Kevin Storm, BB&T Capital Management manager Lloyd Francis Tammy Watson Kevin Storm Jared Bogacki Matt Carson Chris Brand Executive Vice President, Senior Vice President, Executive Vice President, Vice President, Senior Vice President, Senior Vice President, BB&T Corporate BB&T Funds Management BB&T Capital BB&T ERM Credit BB&T Financial Planning BB&T Capital Planning Development and Simulation ManagerManagement ManagerAnalytics ManagerManagerand Strategy Manager Capital Planning Manager Over the last two years, hundreds of BB&T our tremendous strides in those areas allow us to deploy our capital for vital purposes, associates have spent long hours in an often- unheralded area that is crucially important including increasing our dividends and to our mission of optimizing the long-term making the strategic investments essential to our growth. None of this would have been return to our shareholders: building an integrated, comprehensive risk governance possible without the relentless efforts of and capital management framework. Our cross-functional teams who met demanding more robust program allows us to more deadlines developing, testing and reviewing efficiently and effectively analyze risk, our improved processes. Their work gives us determine our capital adequacy and evaluate a competitive advantage over our peers and how we will perform in the stress tests supports BB&Ts long-term growth for the used by regulators to gauge how banks fare of our shareholders. under multiple economic scenarios. In turn, DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report Aggressively Control Expenses While Optimizing Our Our framework is governed by very strict limits with rigorous inspection, whether on single-name exposures or portfolio Cost Structure by Reconceptualizing and Enhancing concentrations, and we dont make exceptions. For example, we do the Effectiveness of Our Businesses not participate in high-risk ventures like leveraged lending. Quite Our approach to increasing our efficiency and controlling our simply, if we dont fully understand the risk, we dont feel we can expenses underscores two of our fundamental beliefs at BB&T: manage it, and we dont participate. That does not mean we avoid We must think long term in setting our strategies, and we must be risk; our strategy is to identify those areas where the risk is predictable laser focused every day in executing those strategies. and where we can be compensated for assuming it. So we focus We have made very substantial, strategic investments in our people, processes and systems over the last two years to become more highest return opportunity with the least variability. One example: requirements. Investments in general ledger and commercial loan sports equipment, with both strong credit quality and loan growth. systems, for example, will allow us to significantly increase our A key lesson of the recession is the danger of too much concentration. cost savings and maximize our referrals and cross-selling revenue. Our five-year diversification plan has reduced exposure to more Of course, investing in infrastructure increases costs over the short- volatile real estate and increased our focus on more stable term. The good news is those higher expenses are largely behind us commercial and industrial and consumer loans, while also improving as we enter 2015 and, more importantly, we will begin to see the the mix of our deposit structure. One clear benefit of all our hard work in enhancing our risk At the same time, we have been focused on executing our strategy governance framework is the operational freedom to act on by continuing to be brutally intense in controlling expenses, including strategic opportunities a crucial advantage in todays regulatory closing suboptimal branches. We recognize that we cannot control some expenses, such as higher regulatory costs. Rather, we believe can quickly shut down strategic initiatives such as acquisitions. limiting expenses we can control must be a permanent mindset Of course, every bank claims to control risk. For an independent of every associate, every day, in every area of BB&T. We also are evaluation, we asked a leading consultant for exhaustive examination aggressively reconceptualizing and restructuring our businesses of BB&Ts risk culture. The results: BB&T outperformed our peers on nine out of 10 key cultural parameters. BB&Ts risk culture, which is rarely effective, we do not mandate how our businesses are redesigned; we challenge and empower our associates closest to the business to show us a better way. OUR VISION To Create the Best Financial Institution Possible The Best of The Best OUR MISSION To Make the World a Better Place to Live, By: Helping our Clients Achieve Economic Success and Financial Security; Making the Communities in which we Work Better Places to be; and thereby: Optimizing the Long-Term Return to our Shareholders, while Providing a Safe and Sound Investment. 18 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report THANK YOU The naysayers say the U.S. has seen its best days and focus on our Our long-term adherence to our culture, vision, mission and values is a shared commitment that has set BB&T apart for 143 years. industrys We absolutely reject that. The U.S. capitalistic system is the greatest economic engine in the world. At BB&T, we I would like to express my deep appreciation to our talented executive know each day will bring challenges and opportunities. We confront management team, who lead that steadfast commitment every day. the challenges but dont obsess over them. We look for the potential, The team is relatively young in age, with an average age of 56. But rather than the so we can identify and take advantage of all the it is very deep in experience, with an average of 30 years with BB&T, opportunities. We maintain an enthusiastic, positive attitude. typically starting in our leadership development program. Despite a challenging regulatory and business environment, BB&T The guidance of BB&Ts strong board of directors also has been is well positioned to take advantage of our opportunities and crucial in helping me and our leadership team steer a steady course leverage our strengths, ultimately achieving our long-term purpose of in a challenging, rapidly changing environment. We are excited that rewarding our shareholders for their investments. Our opportunities Susquehanna Chairman and CEO William J. Reuter and Susquehanna are enormous. We have outstanding core markets, with expansion board member Christine Sears will join the BB&T board upon closing opportunities when they arise and make sense. We have outstanding of that transaction. products and services. We have an outstanding leadership team, I am also indebted to every BB&T associate who shares the board of directors and associates. With a shared commitment commitment to do our best for our clients as much as I do as CEO. to growth, leadership, our culture and the success of our clients, and During a talk to 500 Rotarians recently, a gentleman asked me to with your continuing support, I am that BB&Ts best days give one reason why he should bank with BB&T. My answer: Because are ahead. our associates get up every morning focused on how we can help our clients be more successful. Consider the words of just one associate, Dontá Wilson, president of BB&Ts Atlanta-based Northern Georgia region, in a recent Kelly S. King, Chairman and Chief Executive interview: For me, being a banker is not a job or a career. Its a calling February 23, 2015 to do meaningful, impactful, purposeful work . Bankers do the noble work of caring for and educating our fellow neighbors so that we can change our trajectory and give them an opportunity to achieve economic success and security. His words underscore why our common culture is so powerful, and what makes me proud of all of our associates and about our future. OUR VALUES 19 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 14Annual Report EXECUTIVE MANAGEMENT Daryl N. Bible Barbara F. Duck Christopher L. Henson Kelly S. King Steven B. Wiggs Cynthia A. Williams Senior Executive Vice Senior Executive Vice Chief OperatingChairman and Chief Senior Executive Vice Senior Executive President and Chief President and Enterprise ExecutivePresident and Chief Vice President and Robert J. Johnson, Jr. Financial Risk ManagerMarketing and Chief Corporate General Counsel, Clarke R. Starnes III Lending Group ManagerCommunications Donna C. GoodrichSecretary and Chief Senior Executive Ricky K. Brown Senior Executive Vice Corporate Governance Vice President and W. Rufus Yates Senior Executive Vice President and President, President and Deposit ChiefSenior Executive Vice Community BankingServices ManagerPresident and Capital Markets Manager Pictured left to right: Steve Wiggs, Cynthia Williams, Rufus Yates, Donna Goodrich, Chris Henson, Kelly King, Clarke Starnes, Ricky Brown, Daryl Bible, Barbara Duck, Bob Johnson CORPORATE BOARD OF DIRECTORS Jennifer S. Banner Ronald E. Deal John P. Howe III, M.D. Louis B. Lynn, Ph.D. Nido R. Qubein Thomas N. Thompson Chief Executive Chairman President and President and Chief President President Schaad Companies, LLC Wesley Hall, Inc. Chief Executive Executive High Point University Thompson Homes, Inc. Representative and President and CEO Hickory, N.C.Project HOPE ENVIRO AgScience, Inc. Chairman Kentucky House SchaadSource, LLC (Health Opportunities Columbia, S.C.Great Harvest Bread Co. James A. Faulkner of Representatives Knoxville, Tenn.for People Everywhere) High Point, N.C. Retired CEO Edward C. Milligan Owensboro, Ky. Washington, D.C. K. David Boyer, Jr. Century South Banks Retired Chairman Tollie W. Rich, Jr. Chief Executive Dahlonega, Ga.Eric C. Kendrick Main Street Banks, Inc. Retired Chief Edwin H. Welch, Ph.D. GlobalWatch President Marietta, Ga.Operating President I. Patricia Henry Technologies, Inc. Mereck Associates, Inc. Life Savings Bank University of Charleston Charles A. Patton Retired Director Oakton, Va.Arlington, Va.Cape Coral, Fla.Charleston, W.Va. Consultant of Strategic Projects Miller Brewing Co. Kelly S. King Former President and CEO Thomas E. Skains Stephen T. Williams Anna R. Cablik Stone Mountain, Ga.Chairman and Virginia First Savings Bank Chairman, President and President President Chief Executive Hopewell, Va.Chief Executive A.T. Williams Oil Co. Anasteel & Supply BB&T Corporation Piedmont Natural Winston-Salem, N.C. Company, LLC and Winston-Salem, N.C.Gas Company, Inc. Anatek, Inc. Charlotte, N.C. Marietta, Ga. 20 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Provided by BB&T Insurance Services, Inc., McGriff, Seibels & Williams, Inc., BB&T Insurance Services of California, Inc., and Precept Insurance Solutions, LLC Supreme Court to Rule on Same-Sex Marriage Legislative Alert 02-2015January 19, 2015 Quick Facts:•On Jan. 16, 2015, the U.S. Supreme Court agreed •The Supreme Court is expected to hear to hear four cases challenging bans on same-sex oral arguments in April 2015. marriage. •TheSupremeCourt’s decision is expected •Currently, 36 states and the District of Columbia to be issued before its current term ends allow same-sex marriage. in late June2015. On Jan. 16, 2015, the U.S. Supreme Court agreedto hearappeals in same-sex marriage cases from On Jan. 16, 2015, Ohio, Tennessee, Michigan and Kentucky. The Supreme Court will take on the issue of whether the U.S. Supreme same-sex couples have a constitutional right to marry or whether states are permitted to ban gay Court agreed to marriage. take on the issue In its review, the Supreme Court will focus on a decision by the U.S. 6th Circuit Court of Appeals of whether same- that upheld bans on same-sex marriage in Ohio, Tennessee, Michigan and Kentucky. These four sex couples have a states are among the 14 states that still have bans on same-sex marriage. Currently, same-sex marriage is available in 36 states and the District of Columbia. constitutional right to marry or The Supreme Court is expected to hear oral arguments in late April 2015. The Supreme Court’s whether states are ruling is expected to be issued in the summer, most likely in late June 2015. permitted to ban Overview of Same-Sex Marriage Decisions gay marriage. Following the Supreme Court’s June 2013 ruling invalidating part of the federal Defense of Marriage Act (DOMA), a number of courts have addressed whether state laws prohibiting same-sex marriage are permissible. So far, five out of the 13 federal appeals courts have issued decisions on same-sex marriage bans. State laws prohibiting same-sex marriage have been invalidated by the 4th Circuit, 7th Circuit, 9th Circuit and 10th Circuit. On Nov. 6, 2014, the 6th Circuit upheld state bans on same-sex marriage. The 6th Circuit ruled that the same-sex marriage issue should be decided in each state through the regular political process and not through the court system. The 6th Circuit’s decision conflicts with the decisions from the other appeals courts, which createda split between the federal appeals courts on the same-sex marriage issue. In October 2014, before the 6th Circuit’s decision was issued, the Supreme Court declined to hear appeals in the other same-sex marriage cases. Supreme Court Justice Ruth Bader Ginsburg indicated that the main reason theSupreme Court decided not to review the same-sex marriage issue was that there was not a split in decisions among the federal appeals courts at that time. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Supreme Court Review By taking on the same-sex marriage issue, the Supreme Court will likely resolvethe split in decisions between the federal appeals courts. In what will be a landmark decision, the Supreme Court is expected to decide whether the U.S. Constitution gives same-sex couples across the country the right to marry. The Supreme Court has indicated that it will rule on two specific issues—the power of the states to ban same-sex marriages and the power of the states to refuse to recognize same-sex marriages performed in other states. The Supreme Court’s opinion has the potential to impact the legality of same-sex marriages throughout the United States, either by legalizing gay marriage or by overturning court decisions that have invalidated state bans on same-sex marriage. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. The information provided should not be considered tax or legal advice. Please consult with your individual tax advisor and/orattorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview AdvancedAdministrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 2 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Provided by BB&T Insurance Services, Inc., McGriff, Seibels & Williams, Inc., BB&T Insurance Services of California, Inc., and Precept Insurance Solutions, LLC ERISA Compliance FAQs: Enforcement Legislative Alert 06-2015February 23, 2015 The Employee Retirement Income Security Act of 1974 (ERISA) is a federal law that sets minimum standards for employee benefit plans maintained by private-sector employers. ERISA includes requirements for both retirement plans (for example, 401(k) plans) and welfare benefit plans (for example, group health plans). ERISA has been amended many times over the years, expanding the protections available to welfare benefit plan participants and beneficiaries. The Department of Labor (DOL), through its Employee Benefits Security Administration (EBSA), enforces most of ERISA’s provisions. Violating ERISA can have serious and costly consequences for employers that sponsor welfare benefit plans, either through DOL enforcement actions and penalty assessments or through participant lawsuits. This Legislative Brief includes a set of frequently asked questions (FAQs) to help employers understand how ERISA’s requirements for welfare benefit plans are enforced. How Does the DOLEnforceERISA? The DOL has broad authority to investigate or auditan employee benefit plan’s compliance with the ERISA. The DOL’s EBSA division handles audits of employee benefit plans. To perform these audits, EBSA employs over 400 investigators working out of field offices, many of whom are lawyers or CPAs or have advanced degrees in business or finance. DOL audits often focus on violations of ERISA’s fiduciary obligations and reporting and disclosure requirements. The DOL may also investigate whether an employee benefit plan complies with ERISA’s protections for plan participants. Recently, the DOL has been using its investigative authority to enforce compliance with the Affordable Care Act (ACA). Traditionally, DOL audits of employee benefit plans have focused primarily on retirement plans, such as 401(k) plans. However, now that the DOL has started enforcing compliance with the ACA, health plan audits are on the rise. Enforcement Statistics:During the 2014 fiscal year, EBSA closed 3,928 civil investigations. Of these, 64.7 percent resulted in monetary results for employee benefit plans or other corrective action. In addition, EBSA filed 107 civil lawsuits and closed 365 criminal investigations. EBSA's criminal investigations led to the indictment of 106 individuals—including plan officials, corporate officers and service providers—for offenses related to employee benefit plans. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F What are the Possible Consequences of aDOLInvestigation? Being selected for a DOL audit can have serious consequences for an employer. According to a DOL audit report for the 2014 fiscal year, approximately 5 out of 8 investigations resulted in penalties or required other corrective action, such as paying amounts to restore losses, disgorging profits and ensuring claims were properly processed and paid. In addition, a DOL audit may negatively affect an employer’s normal business operations because the audit process can be both stressful and time-consuming. The DOL has authority to assess civil penalties for many different types of ERISA violations. Common penalty assessments involve the following: Form 5500 violations (for example, not The DOL has the authority under ERISA to assess penalties of up to $1,100 filing a Form 5500 when required or per dayfor each day an administrator fails or refuses to file a complete Form filing an incomplete Form 5500)5500. The penalties may be waived if the noncompliance was due to reasonable cause. Failing to respondto participants’ If a plan administrator fails to respond to a participant’s request for plan requests for plan informationdocuments (for example, the latest summary plan description) within 30 days, the plan administrator may be charged up to $110 per dayfrom the date of the failure or refusal to provide the information. Breaches of fiduciary dutyFor fiduciary duty breaches, the DOL will assess a civil penalty against the fiduciary in an amount equal to 20 percentof the applicable recovery amount. Ifa fiduciary breach has been found, the penalty is mandatory. In general, the penalty is assessed after payment of the applicable recovery amount pursuant to a settlement agreement with the DOL. In addition, a DOL audit may lead to a criminal investigationof a plan sponsor, fiduciary or service provider if criminal activity (such as embezzlement, kickbacks and false statements) is discovered during an audit. Whether a matter is referred for criminal prosecution depends on a number of factors, including: The egregiousness and magnitude of the violation; The desirability and likelihood of incarceration both as a deterrent and as a punishment; and Whether the case involves a person who violated ERISA’s requirements before. Why Does the DOLSelect Certain Health Plans for Audit? A DOL audit can be triggered for a variety of reasons. In most cases, the DOL investigator will not disclose to an employer why its health plan was selected for audit. However, there are some common audit triggers that an employer should keep in mind. Common triggers for a DOL audit include: Participant complaintsto the DOL about potential ERISA violations. In 2014, according to a DOL audit summary, 687 new investigations were opened as a result of participant complaints. According to the DOL, when it becomes aware of repeated complaints with respect to a particular plan, employer or service provider, or when there is information indicating a suspected fiduciary breach, the matter is referred for investigation. Answers on the plan’s Form 5500. For example, if a plan’s Form 5500 is incomplete, or if inconsistent information is reported from year to year, the DOL may investigate the issue further. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. EM 2/15 The information provided should notbe considered tax or legal advice. Please consult with your individual tax advisor and/or attorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview Advanced Administrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 2 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F The DOL’s national enforcement priorities or projects, which target the DOL’s resources on certain issues. For example, the DOL’s Health Benefits Security Project focuses onmaking sure health plans and health insurance issuers comply with the ACA’s mandates. How Can an Employer Minimize Its Risk of Being Audited by the DOL? As a practical matter, an employer has little control over whether it will be audited by the DOL. However, an employer can take the following steps to help minimize its exposure to a DOL audit: Respond to participants’ benefit questions and requests for information on a timely basis; File Form 5500 on time and make sure it is complete and accurate; Distribute participant notices required by law (for example, the summary of benefits and coverage) by the deadline; and Make timely updates to plan documents and summary plan descriptions (SPDs) to reflect legal and design changes. How Do Employers Know if They are Selected by the DOLfor an Audit? When the DOL selects an employer’s health plan for audit, the DOL will send out an investigatory letter. This letter serves to notify the employer that a DOL investigation will take place. Investigations can be in the form of a “limited review” or a full-scale investigation. Generally, the initial letter from the DOL will include a request for a list of plan-related documents. Employers that receive audit letters may be surprised and overwhelmed by the number of documents requested by the DOL auditor. Although employers generally have no way of knowing whether they will be selected for an audit, it is important for them to maintain employee benefit documents in an organized fashion so they can respond to a DOL auditrequest in the event this occurs. Typically, the audit letter will request that the documents be provided by a specified date. Inadequate or late responses could trigger additional document requests, interviews, on-site visits and even DOL enforcement actions. How Can Employers be Prepared for aDOLAudit? Just because an employer has been selected for an audit does not mean that the employer has violated an employee benefits law. Even an employer in compliance can encounter an unexpected audit. A DOL audit is not a simple process and being prepared can potentially save an employer a large amount of money, time and stress. The best way to prepare for a DOL audit is to remain in compliance with the law and establish a recordkeeping system for maintaining all of the important documents relating to your employee benefit plans. Retaining complete and accurate records will help move along the audit process and provide an accurate picture of an employer’s benefit package. As a general rule, these records should be retained for seven years. Example:If your health plan is “grandfathered” under the ACA, confirm that you have included the notice of grandfathered status in materials that describe the plan’s benefits, such as the plan’s SPD, and document that you provided the notice at the required times. Maintain this documentation so that it is easily accessible to you in the future. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. EM 2/15 The information provided should notbe considered tax or legal advice. Please consult with your individual tax advisor and/or attorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview Advanced Administrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Because the DOL has increased the frequency of health plan audits, employers should consider reviewing their health plans for compliance now, before they are selected for audit. It is important for employers to get their health plans’ paperwork in order as part of this process. Employers may want to designate one location for maintaining records relating to their health plans, such as plan documents and insurance contracts, SPDs and notices required under the ACA and other federal laws (for example, the Women’s Health and Cancer Rights Act). Even though a compliance review will require some time and effort now, it will likely pay off in the future in the event the employeris selected for a DOL audit. If an Employer Discovers aCompliance Mistake, are there Any Correction Programs Available to Correct It? If an employer reviews its health plan’s compliance with employee benefit laws and discovers a violation, there may bea way to address the mistake before the DOL discovers it and assesses a penalty. The DOL has self-correction programs for certain violations that an employer discovers prior to being audited. These programs offer incentives to an employer to file delinquent Forms 5500 and correct fiduciary breaches. The Delinquent Filer Voluntary Compliance Program(DFVCP) encourages plan administrators to bring their plans into compliance with ERISA’s Form 5500 filing requirements. The DFVCP gives delinquent plan administrators a way to avoid potentially higher civil penalty assessments by voluntarily filing late Forms 5500 and paying reduced penalties. More than 24,000 annual reports were received through this program in fiscal year 2014. The Voluntary Fiduciary Correction Program(VFCP) allows plan officials who have identified certain violations of ERISA to take corrective action to remedy the breaches and voluntarily report the violations to EBSA, without becoming the subject of an enforcement action. In fiscal year 2014, EBSA received 1,643 applications for the VFCP. Can Participants Bring Their Own Lawsuits under ERISA? Participants may sue their welfare benefit plans, as well as the plan administrator and other plan fiduciaries, to enforce their rights under ERISA.ERISA permits lawsuits by participants for benefits under a plan, for breaches of fiduciary duty or to obtain other appropriate equitable relief to remedy an ERISA violation or to enforce the terms of the plan. In addition, participants can sue for intentional interference with their ERISA protected rights. Benefits litigation (that is, claims by participants seeking benefits under a plan) is by far the most common type of ERISA litigation. When a benefit claim is successful, ERISA limits the remedies that can be awarded by the court. In addition, claims that are based on state law are generally preempted by ERISA. Due to these factors, courts rarely provide any relief to participants other than restoring benefits that were denied under the plan, along with the possibility of awarding interest and attorney’s fees. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. EM 2/15 The information provided should notbe considered tax or legal advice. Please consult with your individual tax advisor and/or attorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview Advanced Administrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 4 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Q&As on Employer Reporting of Health Coverage (Section 6056) Legislative Alert 33-2014 September 9, 2014 The Affordable Care Act (ACA) created new reporting requirements under Internal Revenue Code (Code) Section 6056. These new reporting rules require applicable large employers (ALEs) subject to the ACA’s employer shared responsibility rules to report information on the health coverage offered to full-time employees to the Internal Revenue Service (IRS) and covered individuals. Related statements must also be provided to individuals. The additional reporting is intended to promote transparency with respect to health plan coverage and costs. It will also provide the government with information to administer the ACA’s employer shared responsibility rules and premium tax credits. The employer shared responsibility rules impose penalties on ALEs that do not offer affordable, minimum value coverage to their full-time employees and dependents. The ACA’s employer penalties were set to take effect on Jan. 1, 2014, but they have been delayed until 2015. On Aug. 29, 2014, the IRS released the following Questions and Answers(Q&As) on Section 6056. Information reporting under Section 6056 is voluntary for calendar year 2014. Reporting is first required in early 2016 for calendar year 2015. Basics of Employer Reporting 1. What are the information reporting requirements for employers relating to offers of health insurance coverage under employer-sponsored plans? The ACA added Code Section 6056, which requires ALEs to file information returns with the IRS and provide statements to their full- time employees about the health insurance coverage the employer offered. (For a definition of ALE, see question 5, below.) , an ALE may be a single entity or may consist of a group of related entities (such as parent Under the Section 6056 final regulations and subsidiary or other affiliated entities). In either case, these reporting requirements apply to each separate entity and each separate entity is referred to as an applicable large employer member (ALE member). See question 7 for more information about the treatment of related entities. The IRS will use the information provided on the information return to administer the employer shared responsibility rules in Section 4980H. The IRS and the employees of an ALE will use the information provided as part of the determination of whether an employee is eligible for the premium tax credit under the ACA. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F ALEs that sponsor self-insured group health plans also are required to report information under Section 6055 about the health ). ALEs that sponsor self-insured group health plans file with the IRS and coverage they provide (See the IRS’ Section 6055 FAQs furnish to employees the information required under both Sections 6055 and 6056 on a single form. The IRS and individuals will use the information provided under Section 6055 to administer or show compliance with the ACA’s individual mandate. 2. When do the information reporting requirements go into effect? The information reporting requirements under Section 6056 are first effective for coverage offered (or not offered) in 2015. An ALE must file information returns with the IRS and furnish statements to employees beginning in 2016, to report information about its offers of health coverage to its full-time employees for calendar year 2015. Notice 2013-45provides transition relief for 2014 from the Section 6056 and Section 6055 reporting requirements for health coverage providers and, thus, the ACA’s employer shared responsibility rules as well. Accordingly, neither the reporting requirements nor the employer shared responsibility rules apply for 2014. The transition relief applies to all ALEs including for-profit, nonprofit and government entity employers. However, in preparation for the application of the employer shared responsibility rules beginning in 2015, employers and other affected entities may comply voluntarily for 2014 with the information reporting provisions and are encouraged to maintain or expand coverage in 2014. Returns filed voluntarily will have no impact on the employer’s tax liability. For more information about voluntary filing in 2015, including the requirements for filing electronic returns, see IRS.gov. 3. Is relief available from penalties for incomplete or incorrect returns filed or statements furnished to employees in 2016 for coverage offered (or not offered) in calendar year 2015? Yes. In implementing new information reporting requirements, short-term relief from reporting penalties is frequently provided. This relief generally allows additional time to develop appropriate procedures for collection of data and compliance with the new reporting requirements. Accordingly, the IRS will not impose penalties on ALEs that can show that they have made good faith efforts to comply with the information reporting requirements. Specifically, relief is provided from penalties for returns and statements filed and furnished in 2016 to report offers of coverage in 2015 for incorrect or incomplete information reported on the return or statement. No relief is provided in the case of ALEs that: Cannot show a good faith effort to comply with the information reporting requirements; or Fail to timely file an information return or furnish a statement. However, consistent with existing information reporting rules, ALEs that fail to timely meet the requirements still may be eligible for penalty relief if the IRS determines that reasonable cause for the failure exists. See question 24 for more information about penalties. 4. Where is more detailed information available about these reporting requirements? Section The Section 6056 final regulations provide further guidance on the information reporting requirements for ALEs, and the 6055 final regulations provide guidance on the information reporting requirements for insurers and other health coverage providers. The employer shared responsibility final regulationsprovide guidance on determining ALE status and determining full-time employee status, including rules for calculating hours of service. Who is Required to Report 5. Who is required to report under Section 6056? All ALEs that are subject to the ACA’s employer shared responsibility rules are required to report under Section 6056. An ALE is an employer that employed an average of at least 50 full-time employees on business days during the preceding calendar year. A full- time employee generally includes: Any employee who was employed, on average, at least 30 hours of service per week; and DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Any full-time equivalents, or FTEs (for example, 40 full-time employees employed 30 or more hours per week plus 20 employees employed 15 hours per week are equivalent to 50 full-time employees). For purposes of the Section 6056 reporting requirements, an ALE member is any person that is an ALE or a member of an aggregated group (determined under Code Section 414(b), 414(c), 414(m) or 414(o)) that is determined to be an ALE. See question 7 for information about aggregated groups. More information about ALE status and transition relief under the employer shared responsibility rules is available in the employer shared responsibility final regulations and the IRS’ related FAQs(see questions 4—17 and 29—39 of those FAQs). 6. Are non-profit and government entities required to report under Section 6056? Yes. Section 6056 applies to all employers that are ALEs, regardless of whether the employer is a tax-exempt or government entity (including federal, state, local and Indian tribal governments). 7. If two or more related companies together are an ALE under the employer shared responsibility rules, how do they comply with the information reporting requirements? For purposes of the information reporting requirements under Section 6056, each ALE member must file an information return with the IRS and furnish a statement to its full-time employees, using its own employer identification number (EIN). All persons treated as a single employer under Code Section 414(b), (c), (m) or (o) are treated as one employer for purposes of determining ALE status under the employer shared responsibility rules. Under those rules, companies will be combined and treated as a single employer for purposes of determining whether or not the employer has at least 50 full-time employees (including full-time equivalents) and together will be an ALE. Each of the companies that is combined is referred to as an ALE member. When the combined total of full- time employees (including FTEs) meets the threshold, each separate company or ALE member is subject to the employer shared responsibility rules, even if a particular company or companies individually do not employ enough employees to meet the 50-full- for more information about calculating time-employee threshold. See questions 15—17 of the employer shared responsibility FAQs the number of full-time employees (including FTEs). For purposes of Section 6056 reporting, government entities, churches and a convention or association of churches should use the same interpretation of Code Section 414(b), (c), (m) and (o) as that used for purposes of the employer shared responsibility rules in determining whether a person or group of persons is an ALE and whether a particular entity is an ALE member. 8. Who is not required to report under Section 6056? Employers that are not subject to the ACA’s employer shared responsibility rules are not required to report under Section 6056. Thus, employers that employed fewer than 50 full-time employees (including FTEs) during the prior year are not subject to the reporting requirements. However, any employer that sponsors a self-insured health plan is required to report under Section 6055, even if the employer has fewer than 50 full-time employees. Methods of Reporting 9. Are different methods available to ALEs for reporting required information to the IRS and furnishing statements to employees? Yes. The final regulations provide: A general method (see question 10, below) that all ALEs may use for reporting to the IRS and for furnishing statements to full-time employees; and Alternative reporting methods (see question 11, below) for eligible ALEs. If an ALE cannot use the alternative reporting methods for certain employees, the ALE must use the general method for those employees. In any case, the alternative reporting methods are optional, so that an employer may choose to report for all of its full- time employees using the general method even if an alternative reporting method is available. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F In an effort to simplify the Section 6056 reporting process, certain information required to be reported to the IRS and furnished to full-time employees may be reported through the use of indicator codes, rather than by providing more detailed information. For more details about the reporting process, see the reporting forms and instructions. 10. What is the general method of reporting? The final regulations provide that, as a general method, each ALE may satisfy the requirement to file a Section 6056 return by filing a Form 1094-C (transmittal) and, for each full-time employee, a Form 1095-C (employee statement), or other forms the IRS designates. An ALE that maintains a self-insured plan also uses Form 1095-C to satisfy the reporting requirements under Section 6055. The Form 1095-C will have separate sections to allow ALEs that sponsor self-insured plans to combine reporting to satisfy both the Section 6055 and Section 6056 reporting requirements, as applicable, on a single return. See question 16 for more information about combined reporting. For example: An ALE that sponsors a self-insured plan will complete the transmittal Form 1094-C and both sections of Form 1095-C to report: (1) Information under Section 6055 about health coverage provided; and (2) Information under Section 6056 about offers of health coverage. An ALE that sponsors an insured plan will complete the transmittal Form 1094-C and the section of Form 1095-C addressing the information under Section 6056. Non-ALEs (meaning employers not subject to the ACA’s employer shared responsibility rules, and therefore not subject to the Section 6056 information reporting requirements) that sponsor self-insured plans will file Forms 1094-B and 1095-B to satisfy the Section 6055 reporting requirements. Under the general method, the Section 6056 return (and, if the employer maintains a self-insured plan, the Section 6055 return) also may be made by filing a substitute form. However, the substitute form must include all of the information required on Forms 1094-C and 1095-C (or any other forms the IRS designates) and must satisfy all form and content requirements, as specified by the IRS. . Final versions of the Drafts of the forms, including Forms 1094-B, 1095-B, 1094-C and 1095-C, are available at irs.gov/draftforms forms will be made available in accordance with usual IRS procedures. 11. What are the alternative methods of reporting? The final regulations contain two alternative methods of reporting under Section 6056 that are intended to minimize the cost and administrative tasks for employers, consistent with the statutory requirements to file an information return with the IRS and furnish an employee statement to each full-time employee. In certain situations, the alternative reporting methods may allow employers to provide less detailed information than under the general method. These simplified alternative reporting methods, and the . conditions for using them, are described in detail in Subsections A through D of the preamble to the Section 6056 final regulations The alternative reporting methods are: Reporting Based on Certification of Qualifying Offers; and Option to Report Without Separate Identification of Full-time Employees if Certain Conditions Related to Offers of Coverage Are Satisfied (98 Percent Offers). The information provided to the IRS and the employee under Section 6056 is important for administering the ACA’s employer shared responsibility rules and the premium tax credit. However, in some circumstances, only some of the information required under the general method is necessary. Accordingly, the alternative reporting methods identify specific groups of employees for whom simplified alternative reporting would provide sufficient information. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F 12. For the methods of reporting, including reporting facilitated by a third party, may an ALE member file more than one Form 1094-C? Yes. A separate Section 6056 transmittal (Form 1094-C) must be filed with any Forms 1095-C filed by each ALE member. If more than one Section 6056 transmittal is being filed for an ALE member, one of those transmittals must be a Section 6056 authoritative transmittal reporting aggregate employer-level data for all of the ALE member’s full-time employees, in accordance with forms and instructions. 13. May an ALE satisfy its reporting requirements for an employee by filing and furnishing more than one employee statement that, together, provide the necessary information? No. There must be only one Section 6056 employee statement (Form 1095-C) for each full-time employee with respect to that full- time employee’s employment with the ALE, so that all information for a particular full-time employee of the ALE is reflected on a single Form 1095-C. More details will be provided in forms and instructions. What Information Applicable Large Employers Must Report 14. What information must an ALE report to the IRS to satisfy Section 6056? The final regulations provide, under the general method of reporting, that an ALE must file a separate Form 1095-C (or other form the IRS designates, or a substitute form) for each of its full-time employees, and a transmittal on Form 1094-C (or any other form the IRS designates, or a substitute form) for all of the returns filed for a given calendar year. A more complete discussion of the information that must be reported to the IRS (including simplified methods of reporting) can be found in the Section 6056 final regulations at Sections IX.B and C. 15. What information must an ALE furnish to its full-time employees to satisfy Section 6056? The regulations provide that, under the general method, an ALE generally must furnish to each full-time employee a written statement showing: The ALE’s name, address and EIN; and The information required to be shown on the Section 6056 return with respect to the full-time employee (and his or her spouse and dependents). Employers are not required to include with the employee statement a copy of the transmittal form (Form 1094-C) that is filed with the IRS. Under the general method, the required written statement furnished to full-time employees may be either a copy of the Form 1095- C (or another form the IRS designates) or a substitute form. A substitute form must include the information on the return required to be filed with the IRS and comply with requirements for substitute forms. 16. May an employer combine reporting under Sections 6055 and 6056? The final regulations under Sections 6055 and 6056 provide for combined reporting for employers that are subject to both reporting provisions (generally, ALEs that sponsor self-insured group health plans). To allow these employers to satisfy both the Section 6055 and 6056 reporting requirements on a single return, Form 1095-C will have separate sections for reporting under Section 6055 and for reporting under Section 6056. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F How and When to Report the Required Information 17. When must an ALE file the required information return with the IRS? ALEs must file the return for each employee (Form 1095-C or another form that IRS designates, or a substitute form) and a transmittal form (Form 1094-C or another form that IRS designates, or a substitute form) with the IRS on or before Feb. 28 (March 31, if filed electronically) of the year immediately following the calendar year for which the offer of coverage information is ), the first Section 6056 returns reported. Because transition relief applies for Section 6056 reporting for 2014 (see Notice 2013-45 required to be filed are for the 2015 calendar year, and must be filed no later than: March 1, 2016 (Feb. 28, 2016, being a Sunday); or March 31, 2016, if filed electronically. Regulations under Code Section 6081 address extensions of time to file information returns. 18. When must an ALE furnish the statements to full-time employees? ALEs must furnish the statement to each full-time employee on or before Jan. 31 of the year immediately following the calendar year to which the information relates. This means that the first Section 6056 employee statements (the statements for 2015) must be furnished to employees no later than Feb. 1, 2016 (Jan. 31, 2016, being a Sunday). 19. Must an ALE file the return with the IRS electronically? The final regulations require electronic filing with the IRS of Section 6056 information returns, except for an ALE filing fewer than 250 Section 6056 returns (employee statements) during the calendar year. Each Section 6056 return for each full-time employee is counted as a separate return, and only Section 6056 returns are counted in applying the 250-return threshold for Section 6056 reporting. 20. Must an ALE furnish the employee statements to full-time employees electronically? The final regulations permit, but do not require, employers to furnish the Section 6056 employee statements electronically to full- time employees if notice, consent, and hardware and software requirements modeled after existing rules are met. The final regulations require the ALE to obtain consent from each employee before the Section 6056 employee statement may be furnished electronically to that employee. 21. Are ALEs required to report information with respect to a full-time employee who is not offered coverage during the year? Yes. An ALE is required to report information about the health coverage, if any, offered to its full-time employees, including whether an offer of health coverage was (or was not) made. This requirement applies to all ALEs, regardless of whether they offered health coverage to all, none or some of their full-time employees. For each of its full-time employees, regardless of whether health coverage was or was not offered to the employee, the ALE is required to file a return with the IRS and furnish a statement to the employee reporting: Whether an offer of health coverage was or was not made to the employee; and If an offer was made, the required information about the offer. Therefore, even if an ALE does not offer coverage to any full-time employees, it must file returns with the IRS and furnish statements to each of its full-time employees to report information specifying that coverage was not offered. 22. May an employer that is a governmental unit designate a third party to file the return and furnish the statements under Section 6056 on its behalf? Yes. A governmental unit is defined as the government of the United States, any state or political subdivision thereof, or any Indian tribal government or subdivision of an Indian tribal government. The final regulations provide that an ALE member that is a governmental unit may: DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Report under Section 6056 on its own behalf; or Appropriately designate another person or persons to report on its behalf. A person may be appropriately designated to file the return and furnish the statements under Section 6056 on behalf of the ALE member if the person is part of or related to the same governmental unit as the ALE member. A separate Section 6056 return must be filed for each ALE member for which the appropriately designated person is reporting. The designated entity would provide the name, address and EIN of both the designated entity and the ALE member for which it is reporting. Additionally, the final regulations require that there be: A single identified Section 6056 transmittal (Form 1094-C) reporting aggregate employer-level data for all of the ALE member’s full-time employees (including full-time employees of the ALE member, the reporting for which has been transferred to a designated person); and Only one Section 6056 employee statement (Form 1095-C) for each full-time employee of the ALE member with respect to employment with that ALE member. Further details will be provided in forms and instructions. The designated person must agree that he or she is the appropriately designated person for the governmental unit and that he or she is responsible for reporting under Section 6056 on behalf of the ALE member. Thus, the appropriately designated person must agree that he or she is responsible for the information reporting under Section 6056 and is subject to the information reporting penalty. However, the ALE member remains subject to the employer shared responsibility rules. 23. May an employer hire a third-party administrator or other third-party service provider to file the return with the IRS and furnish the statements to employees required under Section 6056? Yes. Reporting arrangements between ALEs, issuers and other parties are not prohibited. However, entering into a reporting arrangement does not transfer: The ALE’s potential liability under the employer shared responsibility rules; or The potential liability for the ALE’s failure to file returns and furnish statements under Section 6056 (except in the case of a related entity properly designated by a governmental unit). If a person who prepares returns or statements required under Section 6056 is a tax return preparer, that person will be subject to the requirements generally applicable to tax return preparers. ALE members are responsible for reporting under Section 6056. Generally, each ALE member must file separate Section 6056 returns providing that ALE member’s EIN. If more than one third party is facilitating reporting for an ALE member, there must be only one Section 6056 authoritative transmittal (Form 1094-C) reporting aggregate employer-level data for all full-time employees of the ALE member. Additionally, there must be only one Section 6056 employee statement (Form 1095-C) for each full-time employee with respect to employment with that ALE member. Further details will be provided in forms and instructions. 24. May an administrator of a multiemployer plan prepare the return and furnish the statements under Section 6056 for an ALE member that is a participating employer under the multiemployer plan? Yes. Section 6056 reporting regarding full-time employees on behalf of whom an ALE member contributed to a multiemployer plan is permitted under an approach whereby: The multiemployer plan administrator would prepare returns pertaining to the ALE member’s full-time employees covered by the collective bargaining agreement who are eligible to participate in the multiemployer plan; and The ALE member would prepare returns pertaining to any of its full-time employees who are not eligible to participate in a multiemployer plan. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Under this approach, the multiemployer plan administrator would facilitate the filing of a separate Section 6056 return for each ALE member that is a contributing employer on behalf of whom he or she files. The multiemployer plan administrator also may assist the ALE member in furnishing statements to its full-time employees who are eligible to participate in the multiemployer plan. The final regulations also require that there be: A single identified Section 6056 authoritative transmittal (Form 1094-C) reporting aggregate employer-level data for all full-time employees of the ALE member (including full-time employees of the ALE member, the reporting for which was done by a multiemployer plan administrator); and Only one Section 6056 employee statement (Form 1095-C) for each full-time employee with respect to employment with that ALE member. Further details will be provided in forms and instructions. The ALE member remains the responsible person for reporting under Section 6056 regarding all of its full-time employees and thus, is subject to any potential liability for failure to file returns and furnish statements under Section 6056. If the multiemployer plan administrator that prepares the returns and statements required under Section 6056 is a tax return preparer, he or she is subject to the requirements generally applicable to tax return preparers. 25. For information returns filed and furnished in 2017 for coverage offered (or not offered) in 2016 and later years, what penalties may apply if an ALE member fails to comply with the Section 6056 information reporting requirements? Filing IRS Returns Furnishing Individual Statements The penalty under Code Section 6721 may apply to an ALE The penalty under Code Section 6722 may apply to an ALE member that: member that: 1.Fails to file information returns on time; 4.Fails to furnish the employee statement on time; 2.Fails to include all the required information; or 5.Fails to include all the required information; or 3.Includes incorrect information on the return. 6.Includes incorrect information on the statement. The waiver of penalty and special rules under Code Section 6724 and the applicable regulations, including abatement of information return penalties for reasonable cause, may apply to certain failures under Section 6721 or 6722. See question 2 for more details on when the information reporting is first required (in 2016 for coverage offered in 2015) and on voluntarily complying in 2015 for coverage offered in 2014. See question 3 for information on relief that applies with respect to these penalties for reporting and furnishing in 2016 for coverage offered in 2015. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F IRS Closes Minimum Value Loophole for Low-cost Employer Plans Legislative Alert 39-2014 November 12, 2014 Quick Facts: IRS Notice 2014-69 clarifies that plans excluding The MV Calculator cannot be used to coverage for in-patient hospitalization or demonstrate minimum value of these plans, physician services do not provide minimum value. beginning in 2015. These plans should not be adopted for 2015. Transition relief is available for some plans. Under the Affordable Care Act (ACA), minimum value (MV) of an employer-sponsored plan is Notice 2014-69 significant for a number of purposes. Beginning in 2015, certain large employers may be penalized if clarifies that plans the health plan they offer does not provide MV. Also, an individual who is offered employer- that do not sponsored coverage that is affordable and provides MV may not receive a subsidy for coverage through an Exchange. The Department of Health and Human Services (HHS) and the Internal provide in-patient Revenue Service (IRS) have provided four methods for determining MV of a plan, including an online hospitalization . MV Calculator services do not to clarify that plans that do not provide in-patient On Nov. 4, 2014, the IRS issued Notice 2014-69 provideminimum hospitalization or physician services (referred to as Non-Hospital/Non-Physician Services Plans) do value under the not provide the MV intended by the ACA. HHS and the IRS will issue proposed regulations shortly, ACA, regardless of clarifying that a plan will not provide MV if it excludes substantial coverage for in-patient hospitalization services or physician services (or both). the results of the MV Calculator. Accordingly, under the regulations, an employer will not be permitted to use the MV Calculator (or any actuarial certification or valuation) to demonstrate that a Non-Hospital/Non-Physician Services Plan provides MV. As a result, the IRS asserts that a Non-Hospital/Non-Physician Services Plan should not be adopted for the 2015 plan year. However, Notice 2014-69 provides transition relief for certain employers that adopted a Non-Hospital/Non-Physician Services Plan prior to Nov. 4, 2014 (Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plans). Minimum Value Under the ACA, a plan fails to provide MV if the plan’s share of total allowed costs of benefits provided under the plan is less than 60 percent of those costs. An employer may use one of four methods to determine if its health plan provides MV, including: ; The online MV Calculator A safe harbor checklist; DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F An actuarial certification (for plans that are not compatible with those methods); or A metal level determination (for plans in the small group market). According to the IRS, certain group health plan benefit designs that do not provide coverage for in-patient hospitalization services are being offered to employers. Similarly, the IRS has become aware of unconventional plan designs that exclude substantial coverage of physician services. The IRS refers to these plans as Non-Hospital/Non-Physician Services Plans. Promoters of these plans contend that the plans satisfy MV, as determined through use of the online MV Calculator. Questions have been raised as to whether Non-Hospital/Non-Physician Services Plans should satisfy the requirements for providing MV. In addition, the IRS notes that certain effects resulting from excluding substantial coverage of in-patient hospitalization services or physician services may not be adequately taken into account by the MV Calculator and its underlying continuance tables. As a result, the IRS is concerned about the possibility of using the MV calculator to demonstrate that an unconventional plan design that excludes substantial coverage of in-patient hospitalization services or physician services provides MV. Notice 2014-69 In Notice 2014-69, the Departments clarify that Non-Hospital/Non-Physician Services Plans do not provide the MV intended under the ACA. HHS and the IRS will issue proposed regulations shortly, clarifying that a plan will not provide MV if it excludes substantial coverage for in-patient hospitalization services or physician services (or both). Accordingly, under the HHS and IRS regulations, an employer will not be permitted to use the MV Calculator (or any actuarial certification or valuation) to demonstrate that a Non-Hospital/Non-Physician Services Plan provides MV. The IRS advises employers to consider the consequences of the inability to rely solely on the MV Calculator (or any actuarial certification or valuation) to demonstrate that a Non-Hospital/Non-Physician Services Plan provides MV for any portion of any taxable year ending on or after Jan. 1, 2015, that follows finalization of the regulations. Future Regulations The proposed regulations are expected to be finalized in 2015. The Departments anticipate that the final regulations will apply to plans on the date they become final, rather than being delayed to the end of 2015 or the end of the 2015 plan year. As a result, a Non-Hospital/Non-Physician Services Plan (other than a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan) should not be adopted for the 2015 plan year. Transition Relief Notice 2014-69 provides transition relief for employers that have entered into a binding written commitment to adopt, or have begun enrolling employees in, a Non-Hospital/Non-Physician Services Plan prior to Nov. 4, 2014, based on the employer’s reliance on the results of use of the MV Calculator (referred to as a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan). Solely in these situations, the Departments anticipate that final regulations, when issued, will not apply to the plan before the end of the plan year (as in effect under the terms of the plan on Nov. 3, 2014), if that plan year begins no later than March 1, 2015. Exchange Subsidy Eligibility Pending issuance of final regulations, an employee who is covered under a Non-Hospital/Non-Physician Services Plan will not be treated as having been offered MV coverage for purposes of eligibility for an Exchange subsidy. This is the case regardless of whether the plan is a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan. Employer Disclosure Requirements An employer that offers a Non-Hospital/Non-Physician Services Plan (including a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan) to an employee must not state or imply in any disclosure that the offer of coverage under the Non-Hospital/Non- Physician Services Plan precludes an employee from obtaining a premium tax credit, if otherwise eligible. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F In addition, the employer must correct, in a timely manner, any prior disclosures that stated or implied that the offer of the Non- Hospital/Non-Physician Services Plan would preclude an otherwise tax-credit-eligible employee from obtaining a premium tax credit. Without this corrective disclosure, a statement (for example, in a summary of benefits and coverage) that a Non-Hospital/Non- Physician Services Plan provides MV will be considered to imply that the offer of such a plan precludes employees from obtaining a premium tax credit. However, an employer that also offers to an employee another plan that is not a Non-Hospital/Non-Physician Services Plan and that is affordable and provides MV may advise the employee that the offer of this other plan will (or may) preclude the employee from obtaining a premium tax credit. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Year-End Checklist for 2015 Compliance Legislative Alert 42-2014 December 11, 2014 The Affordable Care Act (ACA) has made a number of significant changes to group health plans since the law was enacted over four years ago. Many of these key reforms became effective in 2014, including health plan design changes, increased wellness program incentives and reinsurance fees. Additional reforms take effect in 2015 for employers sponsoring group health plans. In 2015, the most significant ACA development impacting employers is the shared responsibility penalty and related reporting requirements for applicable large employers. This Legislative Alert provides a short checklist of the ACA’s key reforms that will take effect in 2015. As 2014 draws to a close, employers should review this checklist to help confirm they are ready to comply with the ACA’s 2015 reforms. Please contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative if you would like more information about the ACA’s reforms. PLAN DESIGN CHANGES ACA REQUIREMENT ACTION ITEMS Grandfathered Plan Status: A grandfathered plan is one If you have a grandfathered plan, determine whether that was in existence when the ACA was enacted on March it will maintain its grandfathered status for the 2015 23, 2010. If you make certain changes to your plan that go plan year. beyond permitted guidelines, your plan is no longer If your plan will lose its grandfathered status for 2015, grandfathered. confirm that the plan has all of the additional patient rights and benefits required by the ACA for non- grandfathered plans. If your plan will keep grandfathered status, continue to provide the Notice of Grandfathered Status in any plan materials provided to participants and beneficiaries that describe the benefits provided under theplan. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Cost-sharing Limits: Effective for plan years beginning on Review your plan’s out-of-pocket maximum to make or after Jan. 1, 2014, non-grandfathered health plans must sure it complies with the ACA’s limits for the 2015 plan comply with an overall annual limit (or an out-of-pocket year: $6,600 for self-only coverage and $13,200 for maximum) on cost-sharing for essential health benefits family coverage. (EHB). The cost-sharing limit is updated by the Department If you have a health savings account (HSA)-compatible of Health and Human Services (HHS) each year. high-deductible health plan (HDHP), keep in mind that your plan’s out-of-pocket maximum must be lower than the ACA’s limit. For 2015, the out-of-pocket maximum limit for HDHPs is $6,450 for self-only coverage and $12,900 for family coverage. Health FSA Contributions: Effective for plan years Consider increasing the limit on employees’ pre-tax beginning on or after Jan. 1, 2013, the ACA placed an contributions to your health FSA from $2,500 to annual limit on an employee’s pre-tax salary reduction $2,550 for the plan year that begins on or after Jan. 1, contributions to a health flexible spending account (FSA). 2015. The health FSA limit was $2,500 for 2013 and 2014, but it will increase to $2,550 for 2015. REINSURANCE FEES ACA REQUIREMENTACTION ITEMS Health insurance issuers and self-funded group health Taking into account the new exception for self-insured, plans that provide major medical coverage must pay fees self-administered health plans, review the health to a reinsurance program for the first three years of the coverage you provide to your employees to determine Exchanges’ operation (2014-2016). Fully insured plan the plan(s) subject to the reinsurance fees for 2015. sponsors do not have to pay the fee directly. For self-funded group health plans subject to the reinsurance fee in 2014, prepare to pay the fee for 2014 Certain self-insured plans are exempt from the by the two-installment payment deadlines in 2015 (Jan. reinsurance fees, such as health FSAs and health 15, 2015 and Nov. 15, 2015) based on the enrollment reimbursement arrangements (HRAs) that are integrated count submitted to HHS by Dec. 5, 2014. with major medical coverage. For 2015 and 2016, self-insured health plans are exempt from the reinsurance fees if they do not use a third-party administrator in connection with the core administrative functions of claims processing or adjudication or plan enrollment. HIPAA CERTIFICATION ACA REQUIREMENTACTION ITEMS Health plans must file a statement with HHS certifying Confirm whether your health plan is a CHP that is their compliance with HIPAA’s electronic transaction required to provide the initial HIPAA certification. standards and operating rules. The first certification If you have a self-insured plan, work with your third- deadline is Dec. 31, 2015. party administrator (TPA) to complete the certification by the deadline. Controlling health plans (CHPs) are responsible for If you have an insured plan, confirm that the issuer providing the initial HIPAA certification on behalf of will be providing the HIPAA certification on your themselves and their subhealth plans, if any. Based on behalf. HHS’ definition of CHPs, an employer’s self-insured plan Work with your advisors to monitor additional guidance will likely qualify as a CHP, even if it does not directly from HHS on the HIPAA certification requirement. conduct HIPAA-covered transactions. For employers with insured health plans, the health insurance issuer will likely be the CHP responsible for providing the certification. It is likely that HHS will issue additional guidance on the HIPAA certification requirement in the future. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F EMPLOYER PENALTY RULES Under the ACA’s employer penalty rules, applicable large employers (ALEs) that do not offer health coverage to their full-time employees (and dependent children) that is affordable and provides minimum value will be subject to penalties if any full-time employee receives a government subsidy for health coverage through an Exchange. The ACA sections that contain the employer penalty requirements are known as the “employer shared responsibility” provisions or “pay or play” rules. An ALE is only liable for a penalty under the pay or play rules if at least one full-time employee receives a subsidy for coverage purchased through an Exchange. Employees who are offered health coverage that is affordable and provides minimum value are generally not eligible for these Exchange subsidies. Please keep in mind that this summary is a high-level overview of the shared responsibility rules. It does not provide an in-depth analysis of how the rules will affect your organization. Please contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative for more information on the employer penalty rules and how they may apply to your situation. ACA REQUIREMENTACTION ITEMS Applicable Large Employer Status: The ACA’s employer Determine your ALE status for 2015 by counting your penalty rules apply only to ALEs. ALEs are employers full-time employees (including FTEs) on business days with 50 or more full-time employees (including full-time during the entire 2014 calendar year, or use the special equivalent employees, or FTEs) on business days during transition rule that allows you to use any period of at the preceding calendar year. least six consecutive calendar months during 2014 to count your full-time employees (including FTEs). Employers determine each year, based on their current number of employees, whether they will be considered an ALE for the following year. Under a special rule to determine ALE status for 2015, an employer may select a period of at least six consecutive calendar months during the 2014 calendar year (rather than the entire 2014 calendar year) to count its full-time employees (including FTEs). One-year Delay for Medium-sized Employers: Eligible Determine if you qualify for the one-year delay for ALEs with fewer than 100 full-time employees (including medium-sized ALEs. FTEs) have an additional year, until 2016, to comply with the shared responsibility rules. This delay applies for all calendar months of 2015 plus any calendar months of 2016 that fall within the 2015 plan year. For more information on the eligibility rules for the one-year delay, contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative. Transition Relief for Non-calendar Year Plans: IRS If you have a non-calendar year plan, determine whether transition relief allows eligible sponsors of non-calendar you qualify for the transition relief that allows you to plans to begin complying with the pay or play rules at delay complying with the pay or play rules until the start the start of their 2015 plan years, rather than on Jan. 1, of your 2015 plan year. 2015. The transition relief applies to employers that maintained non-calendar year plans as of Dec. 27, 2012, if the plan year was not modified after Dec. 27, 2012, to begin at a later date. For more information on the eligibility rules for the transition relief, contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Full-time Employees: A full-time employee is an Use the monthly measurement method or the look-back employee who was employed on average for at least 30 measurement method to confirm that health plan hours of service per week. The IRS has provided two coverage will be offered to all full-time employees (and methods for determining full-time employee status—the their dependent children). monthly measurement method and the look-back measurement method. Health Plan Affordability:An employer’s health Review the cost of your health plan coverage to coverage is considered affordable if the employee’s determine whether it's affordable for your employees by required contribution to the plan does not exceed 9.5 using one or more of the affordability safe harbors. percent of the employee’s household income for the Coverage is affordable if the employee portion of the taxable year (adjusted to 9.56 percent for plan years premium for the lowest-cost, self-only coverage that beginning in 2015). provides minimum value does not exceed 9.5 percent of an employee's W-2 wages, rate-of-pay income or the Because an employer generally will not know an federal poverty level for a single individual. The cost of employee’s household income, the IRS provided three family coverage is not taken into account. affordability safe harbors that employers may use to determine affordability based on information that is available to them. These safe harbors allow an employer to measure affordability based on: the employee’s W-2 wages; the employee’s rate-of-pay income; or the federal poverty level for a single individual. ALEs that use an affordability safe harbor may continue using a contribution percentage of 9.5 percent (instead of the adjusted 9.56 percent) to measure their plan’s affordability. Minimum Value Coverage:A plan provides minimum Determine whether your health plan provides minimum value if the plan’s share of total allowed costs of benefits value by using one of the four available methods provided under the plan is at least 60 percent of those (minimum value calculator, safe harbor checklists, costs. The IRS and HHS provided the following actuarial certification or metal level). approaches for determining minimum value: a Minimum Value Calculator; design-based safe harbor checklists; and actuarial certification. In addition, any plan in the small group market that meets any of the “metal levels” of coverage (that is, bronze, silver, gold or platinum) provides minimum value. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F REPORTING OF COVERAGE ACA REQUIREMENTACTION ITEMS The ACA requires ALEs to report information to the IRS Determine which reporting requirements apply to you and to employees regarding the employer-sponsored and your health plans. health coverage. This reporting requirement is found in Start analyzing the information you will need for Code section 6056. All ALEs with full-time employees— reporting and coordinate internal and external resources even medium-sized ALEs that qualify for the additional to help track the required data. one-year delay from the pay or play rules—must report under section 6056 for 2015. In addition, the ACA requires health insurance issuers and sponsors of self-insured health plans to file an annual return with the IRS reporting information for each individual who is provided with this coverage. Related statements must also be provided to individuals. This reporting requirement is found in Code section 6055. Both of these reporting requirements become effective in 2015. The first returns will be due in 2016 for health plan coverage provided in 2015. ALEs with self-funded plans will be required to comply with both reporting obligations, while ALEs with insured plans will only need to comply with section 6056. To simplify the reporting process, the IRS will allow ALEs with self-insured plans to use a single combined form for reporting the information required under both section 6055 and 6056. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F COBRA, FSA, HSA & HRA Our CarePlus COBRA, Flexible Spending Account (FSA), Health Savings Account (HSA) and Health Reimbursement Account (HRA) administration services reduce an employers risk of noncompliance through our proven thorough, process-driven solutions that follow all ERISA and IRS requirements. Services include: Fully compliant COBRA and FSA administration Service organization control reports (SOC 1) by Pricewaterhouse Coopers Potential cost savings on COBRA terminations Self-service functionality for participants and Human Resources team HSA and HRA support We ensure all of our employer client accounts are administered in compliance with federal and state guidelines limiting an employers risk and relieving the burden for their Human Resources staff to free them up to focus on other important matters. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by McGriff, Seibels & Williams, Inc., a subsidiary of BB&T Insurance Holdings, Inc. McGriff, Seibels & Williams, Inc., CA license #0E83682. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. © 2013, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com 00611_ Rv. 09-23-13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F EXPAND HUMAN RESOURCES CAPACITY & REDUCE RISK helping your employees save on eligible medical and dependent care expenses often without increasing your own overhead. implementation, we develop an installation roadmap, connecting up to 20 team members who work together to ensure an Services available: Online enrollmentConsolidated billing and reconciliation (employer, broker, carriers) - -Consolidated invoicing -Reduced errors -Reconciliation services management Dedicated Call Center -Employee self-service -Immediate resolution of employee issues - - Knowledgeable resource for complex questions -Online research tools -Multilingual capabilities -Increased employee engagement -Metrics to measure success -Transparency tools -New hire enrollment -Life event approval - documents -Evidence of Insurability (EOI) approval -Over-age dependent -Eligibility DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F We ensure all activities are administered in compliance with federal and state guidelines to limit your risk, relieving the burden of your Human Resources staff and allowing them to focus on other important matters. Broad Range of Administration Services -COBRA Administration Services-Enrollment & Eligibility Management -FSA Administration Services-Consolidated Billing and Reconciliation -HSA/HRA Administration Services- Client Relationship (Account) Management Services -Online Enrollment - -Data Management A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by McGriff, Seibels & Williams, Inc., a subsidiary of BB&T Insurance Holdings, Inc. McGriff, Seibels & Williams, Inc., CA license #0E83682. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. © 2013, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com 00636_ Rv. 09-23-13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F CarePlus GROUP HEALTH, WELLNESS, ADMINISTRATIVE SERVICES CarePlus offers proven, measurable and successful solutions to help you control your costs and increase your employees health and productivity. services provide you with the ability to: Manage rising health care expenses providing control over renewal costs Improve your employees health and wellness increasing productivity by engaging your workforce in healthy activities Offer more health care program choices to your employees Keep necessary operating expenses at manageable levels Align and engage all key stakeholders for success the employer, employees and their families, providers, insurance carriers, and your trusted consultant Use technology to administer solutions and monitor program performance Solutions CarePlus group health, wellness and administrative services, are available exclusively through BB&T Insurance Services, Inc. agents, which include McGriff, Seibels & Williams, Inc., and Precept Insurance Solutions, LLC (Precept). CarePlus numerous options for ancillary coverages that give you budget control and predictable renewals CarePlus Employer Administrative Services: extend your Human Resource departments capacity without increasing overhead Health Management Services: communications and implementing dedicated population health management programs that improve medical care outcomes -Care Management: Our clinical directors review client claims and provide analysis on high-dollar claims and recommendations to reduce large claims, review health care cost trends and provide improvement recommendations, and recommend programs to augment insurance carrier case management programs for better outcomes. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F -Wellness & Health Promotion: We design employee engagement and behavior change programs to create a culture of health, supported by activities to achieve wellness goals and drive employee lifestyle behavioral changes. This includes coordination of biometric screening, health risk assessments, health and wellness communications, and a robust incentive rewards platform. -Incentive Management: Integrating an incentive management platform with your program increases employee and gift card payments, which provides a seamless experience for the employee and their family. Data Analytics: Analysis of prescription and medical claims data to identify and forecast health risks to help you reduce claims and predict future medical costs Health Care Reform Guidance: Our team of government and legislative experts monitors all aspects of Patient Protection and Affordable Care Act (PPACA) to update, coach and provide resources to aid our consultants in their ongoing service to you. From determining full-time equivalents to Pay or Play, McGriff, Seibels & Williams helps you Compliance Services: Support for federal and state compliance mandates involving PPACA, ERISA, HIPAA and FMLA Underwriting Services: Actuarial Services: FSA, COBRA and HSA plan administration that conforms to federal and state regulations reducing your administrative burden and non-compliance risk (enrollment and eligibility, billing and reconciliation, and Customer Care Center): Day-to-day enrollment and eligibility management, vendor management, activity reporting, consolidated premium billing, invoice reconciliation and remittance, success metric reporting and state-of-the-art customer support services online, via email, and by phone with multilingual capabilities Technology Services (employee portals, online enrollment, and data management): Online information, services and enrollment; electronic data exchange; customized integration with vendors, payroll and HRIS systems also available Benchmarking: Why CarePlus? Turnkey implementation Improved cost management: 78% loss ratio vs. 85% carrier norm, reduced large claim average, increased consumer- driven HSA plan enrollment (40% vs. 15% carrier norm), greater generic prescription usage (75% vs. 60% carrier norm) Measurable savings and premium renewal trends at 35-50% less than market norms Highly effective health promotion and wellness strategies Employee incentives to stimulate engagement and produce cost-management results Improved employee health and reduced absenteeism Page 2 of 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by BB&T Insurance Services, Inc., or McGriff, Seibels & Williams, Inc., both subsidiaries of BB&T Insurance Holdings, Inc. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. BB&T Insurance Services, Inc., CA license #0C64544. Precept Insurance Solutions, LLC, CA license #0747466. McGriff, Seibels & Williams, Inc., CA license #OE83682. © 2013, Branch Banking and Trust Company. All rights reserved.Insurance.BBT.com Insurance.BBT.comInsurance.BBT.comInsurance.BBT.com 00614_ Rv. 09-23-13 Page 3 of 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Mobile Health Consumer HEALTHY COACHING than ever. Most engagement programs available through insurance carriers offer limited efforts at best, and thats why outcomes do not result in reduced annual premiums. To reach and truly engage your employees technology has to meet them where they are. With nearly 70% of the population using a smartphone which they check 43 times daily, on average our Mobile Health Consumer (MHC) technology, available through our CarePlus solution, can motivate successful behavioral changes for your employees. MHC delivers communications and engagement tools right to your employees smartphones or computers, and it is the only program that provides measurement-based health improvement this way. Analytics Drive Strategy population. Working together, we are able to design health incentives, communications and healthy living programs that are Online and Telephone Coaching MHC is designed to connect with your existing insurance carriers online and telephone coaching programs as well. Analytics We will monitor their engagement and participation in real-time, informing you and your employees of any strategic changes you might consider to get the results you want. Better Engagement = Improved Results MHC gives your employees and their dependents the tools they need to adopt healthier lifestyles and become better consumers DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by McGriff, Seibels & Williams, Inc., a subsidiary of BB&T Insurance Holdings, Inc. McGriff, Seibels & Williams, Inc., CA license #0E83682. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. © 2013, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com 00633_ Rv. 09-23-13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Summary DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Summary MSW welcomes and appreciates the opportunity to complete a proposal for Consultant to City of Denton. We believe that MSW is the logical choice to become City of Denton Consultant because of our expertise and commitment to servicing the public entity marketplace; with the most compelling reasons being as follows: Our COMMITMENT to becoming an extension ofCity of Denton, functioning as your Benefits Partner. A Service Team of - with the expertise, knowledge and experience to represent City of Denton best interests in the insurance marketplace. Service Team members who have significant prior experience with public entity clients and the associated benefit challenges. Service Team currently consults for approximately thirty (30) public entities representing approximately 45,000 employees. The ability and understanding to listen to our clients rather than try and tell them what they need. The ability to monitor and present innovative and creative program alternatives. MSW has a company culture that inspires motivation and is results-oriented. If selected as your broker, MSW commits to providing City of Denton with the products and services that are the foundation our Firm has been built upon! Certificate Of Completion Envelope Id: 4BE84628312D4C33A9BFD3A3D8EE2FCCStatus: Completed Subject: City Council Docusign Item - 6063 Source Envelope: Document Pages: 173Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 4/22/2016 1:48:38 PM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 4/22/2016 1:54:55 PM Completed karen.smith@cityofdenton.comViewed: 4/22/2016 1:55:06 PM Assistant Purchasing ManagerSigned: 4/22/2016 1:55:46 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott GibbsSent: 4/22/2016 1:55:51 PM sgibbs@mcgriff.comResent: 4/25/2016 11:18:00 AM Senior Vice PresidentViewed: 4/25/2016 11:21:01 AM Security Level: Email, Account Authentication Signed: 4/25/2016 1:31:23 PM Using IP Address: 71.42.105.202 (Optional) Electronic Record and Signature Disclosure: Accepted: 4/25/2016 11:21:01 AM ID: 707ffa6f-4afd-4629-a00d-aabd650aab28 John KnightSent: 4/25/2016 1:31:30 PM john.knight@cityofdenton.comViewed: 4/26/2016 12:02:20 PM Deputy City AttorneySigned: 4/26/2016 12:02:37 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 4/26/2016 12:02:43 PM Completed julia.winkley@cityofdenton.comViewed: 4/26/2016 1:51:59 PM Contracts Administration SupervisorSigned: 5/4/2016 11:02:00 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer EventsSignatureTimestamp George C. CampbellSent: 5/4/2016 11:02:07 AM george.campbell@cityofdenton.comViewed: 5/4/2016 3:56:43 PM City ManagerSigned: 5/4/2016 3:56:59 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer WaltersSent: 5/4/2016 3:57:06 PM jennifer.walters@cityofdenton.comViewed: 5/6/2016 1:37:43 PM City SecretarySigned: 5/6/2016 1:37:58 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 4/25/2016 1:31:29 PM julia.winkley@cityofdenton.comViewed: 4/25/2016 2:19:52 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 4/25/2016 1:31:29 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin FoxSent: 5/4/2016 11:02:06 AM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane RichardsonSent: 5/4/2016 11:02:08 AM jane.richardson@cityofdenton.comViewed: 5/4/2016 11:03:12 AM Security Level: Email, Account Authentication (Optional) Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer BridgesSent: 5/6/2016 1:38:03 PM jennifer.bridges@cityofdenton.comViewed: 5/9/2016 8:38:32 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott PayneSent: 5/6/2016 1:38:05 PM scott.payne@cityofdenton.comViewed: 5/6/2016 1:43:40 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 5/6/2016 1:38:07 PM jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted5/6/2016 1:38:07 PM Certified DeliveredSecurity Checked5/6/2016 1:38:07 PM Signing CompleteSecurity Checked5/6/2016 1:38:07 PM CompletedSecurity Checked5/6/2016 1:38:07 PM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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