Alight Amendment No. 2

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City Clerk Document No.
City Council Meeting Date: October 15, 2026
AMENDMENT TO CITY OF CHANDLER AGREEMENT
ALIGHT SUBSCRIPTION AND SERVICES AGREEMENT
THIS AMENDMENT NO. 2 (Amendment No. 2) is made and entered into by and between the City of
Chandler, an Arizona municipal corporation (City), and (“City”), and Alight Solutions LLC. (“Contractor”
or “Alight”) (Contractor), (City and Contractor may individually be referred to as Party and collectively
referred to as Parties) and made , 2026 (Effective Date).
RECITALS
WHEREAS, City and Contractor executed a Professional Services and Subscription Agreement on
November 7, 2023, under which Contractor agreed to provide health and wellness program subscription
services and professional services (hereinafter “the Agreement”); and
WHEREAS, the initial term of the Agreement was November 8, 2023, through November 7, 2026, with
the option of up to two extensions of two-years each; and
WHEREAS, because of changes to City’s internal systems and processes, the Parties wish to extend the
Agreement for less than a full two-year term; and
WHEREAS, the Parties wish to exercise the first option through this Amendment to extend the
Agreement through December 31, 2027, with some services terminating earlier on June 30, 2027.
AGREEMENT
NOW THEREFORE, the Parties agree as follows:
1. The recitals are accurate and are incorporated and made a part of the Agreement by this
reference.
2. The Agreement, Section 6.1., Term; Effect of Termination, is amended to state: This SSA shall be
renewed for a term that begins on November 8, 2026, and shall continue through December 31,
2027.
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3. Attachment C to the Agreement, the Alight Well Order Form, is hereby deleted in its entirety and
replaced with the Amended Alight Well Order Form attached as Exhibit 1 and incorporated
herein by this reference. All references in the Agreement to “Attachment C” or the “Alight Well
Order Form” shall be deemed to refer to the Amended Alight Well Order Form.
4. The renewal term of the Amended Alight Well Order Form shall commence on November 8,
2026, and shall continue through June 30, 2027.
5. Attachment D to the Agreement, the Alight Health and Wellness Order Form, is hereby deleted
in its entirety and replaced with the Amended Health and Wellness Order Form attached as
Exhibit 2 to this Amendment, which is incorporated herein by this reference. All references in
the Agreement to “Attachment D” or the “Alight Health and Wellness Order Form” shall be
deemed to refer to the Amended Alight Health and Wellness Order Form.
6. The renewal term of the Amended Alight Health and Wellness Order Form shall commence on
November 8, 2026, and shall continue through December 31, 2027.
7. Notwithstanding any other provision of the Agreement or this Amendment, designated services
under the Amended Alight Health and Wellness Order Form shall terminate as of June 30, 2027,
as reflected in the Service Level Agreement (SLA) Service Schedules of the Amended Alight
Health and Wellness Order Form. In the event of a conflict between a termination date specified
in the SLA Service Schedules and any other term of the Agreement or this Amendment, the
termination date in the SLA Service Schedules shall control.
8. All other terms and conditions of the Agreement remain unchanged and in full force and effect.
If a conflict or ambiguity arises between this Amendment No. 2 and the Agreement, the terms
and conditions in this Amendment No. 2 prevail and control.
IN WITNESS WHEREOF, the Parties have entered into this Amendment on the Effective Date.
FOR THE CITY FOR THE CONTRACTOR
By: _________________________________________ By: _________________________________________
Its: _________________________________________ Its: _________________________________________ SVP Commercial Operations
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
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ATTEST:
By: _________________________________________
City Clerk
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EXHIBIT 1
Amended Attachment C
ALIGHT WELL ORDER FORM
This Order Form (this “Order Form”), effective upon execution (the “Effective Date”), is by and between City
of Chandler (“Client” or “City”) and Alight Solutions LLC (“Alight” and, together with Client, each a “Party”
and collectively the “Parties”). This Order Form adopts and incorporates by reference the terms and
conditions of that certain Subscription and Services Agreement, effective upon execution, by and between
Client and Alight (the “SSA”). Capitalized terms used but not defined in this Order Form shall have the
meanings ascribed thereto in the SSA. If there is a conflict between a term in the Service Agreement and the
term in this Order Form, the term in this Order Form shall control with respect to the Services provided under
this Order Form. In consideration of the mutual covenants contained herein, and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Services. A description of the Services to be provided by Alight under this Order Form is set forth
in the Service Schedule attached hereto and incorporated herein.
Section 2. Rewards. The terms of the Rewards Schedule attached hereto and incorporated herein shall
apply in the event that Alight is to provide Client’s incentive eligible participants with rewards in the form of
gift cards, gift card codes or other rewards that Alight purchases in connection with the Services provided
under this Order Form.
Section 3. Fees. The fees and expenses payable by Client to Alight in connection with the Services to be
provided by Alight under this ORDER FORM, together with the terms under which such fees and expenses will
be invoiced, paid and adjusted from time to time, are set forth in the Fee Schedule attached hereto and
incorporated herein; provided that fees and payment terms specific to the administration of certain rewards
are set forth in the Rewards Schedule. Client shall be responsible for and pay all sales, use, excise and similar
taxes relating to Client’s receipt of the Services; provided that Client shall not be responsible for or pay any
taxes relating to Alight’s income, capital, gross receipts, employees or real or personal property.
Section 4. Term.
4.1. Renewal Term. Renewal Term. The renewal term of this Order Form (the “Renewal Term”)
shall commence on November 8, 2026, and continue through June 30, 2027.
4.2. Client may elect to terminate this Order Form for its convenience between May 1st and May
31st of each given calendar year that this Agreement or any Order Form remains in effect (Opt-Out Period”)
by providing written notice to Alight. Where the Client exercises its termination for convenience rights
hereunder by providing Alight with written notice during the Opt-Out Period for that applicable year, this
Agreement shall terminate at least sixty (60) days from Alight’s receipt of the Client’s Notice. Where no such
notice is received by Alight during the Opt-Out Period, or such notice is received by Alight after the expiration
of the Opt-Out Period for that applicable year, then the Agreement and any Order Form shall continue and
remain in effect until terminated in accordance with its terms. Notwithstanding anything to the contrary in
this Agreement, in the event of a termination for convenience under this Section, Client shall pay Alight the
Services performed in accordance with the terms and conditions of this Agreement and any Order Form up to
and through the date of termination.
4.3. Cure Period. If a breach cannot reasonably be cured within the cure period set forth in section
6.3 of the Service Agreement (Termination for Cause) and the breaching party promptly commences diligent

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efforts to cure such breach, then such cure period shall continue as long as such diligent efforts to cure
continue, but not beyond the date that is 90 days after the delivery of the applicable breach notice.
Section 5. Additional Terms.
5.1. Alight may engage affiliates, subcontractors and other third parties to perform a portion of
the Services provided under this Order Form; provided that Alight shall remain responsible for the
performance of such Services by such affiliates, subcontractors and other third parties to the same extent as
if such Services were performed by Alight. Certain of the Services provided under this Order Form may be
provided by the following subcontractors: Mobile Health Consumer, Inc., LabCorp Employer Services, Inc.
(“LabCorp”) and certain vendors used by LabCorp to provide offsite biometric screening services (including
screening vouchers and home test kits).
5.2. In connection with the Services, LabCorp may maintain, create, collect or otherwise process
protected health information in its capacity as a covered entity (as defined by HIPAA) (“Covered Entity PHI”).
The terms of the Services Agreement related to data privacy and data protection shall not apply to Covered
Entity PHI other than the terms of the Services Agreement related to data breach notification. Instead,
LabCorp shall comply with HIPAA and all other applicable law with respect to Covered Entity PHI.
5.3. Client acknowledges and agrees that, in connection with the Services, participants in Client’s
wellness program may receive gift cards and other awards that are taxable compensation or income under
applicable law. Client shall be responsible for all withholding, reporting, payment and other obligations with
respect to such taxable compensation or income. Alight shall provide Client with information in its control
regarding such gift cards and other awards as necessary for Client to satisfy such withholding, reporting,
payment and other obligations.
5.4. Client shall (a) provide or otherwise make available to Alight all data in Client’s control
(including data held by any Client vendor or other representative on Client’s behalf) necessary for Alight to
perform the Services, (b) obtain any licenses, authorizations, consents and approvals required for Alight to
use or otherwise access any data or other materials provided or otherwise made available to Alight by or on
behalf of Client or any employee or other person that is an end user of the Services and (c) provide Alight with
reasonable advance notice of any known event or circumstance that may impact the Services (e.g.,
modifications of Client policies, procedures and plans). Client shall be responsible for the accuracy and
appropriateness of any data or other materials provided or otherwise made available to Alight by or on behalf
of Client. Alight may anonymize and use data it obtains in connection with the Services.
5.5. The Alight Well platform is intended to be used by Client to administer its wellness program
and, as such, Client shall be responsible for (a) designing its wellness program and ensuring that it complies
with applicable law, (b) providing detailed direction to Alight on administration of that wellness program
design, (c) ensuring that all of the elements of its wellness program administered on the Alight Well platform,
including all incentives, are consistent with its wellness program and the laws applicable thereto and (d)
supervising the activities of Client’s vendors and other representatives (other than Alight) whose data may be
incorporated in the Alight Well platform. If Client directs Alight to provide any data to any Client vendor or
other representative (other than Alight), Client shall be responsible for the acts and omissions of such vendor
or other representative with respect thereto. Client remains responsible for ensuring that its use of any data
reported in connection with the Services complies with all applicable laws.
5.6. The Parties do not intend for the Services to violate any applicable law (including the
Employee Retirement Income Security Act of 1974). If any part of the Services is reasonably interpreted by
either Party to pose a material risk of violating any applicable law, the Parties agree to immediately cease the
conduct in question and to negotiate in good faith to amend this ORDER FORM in order to address such risks.
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5.7. The information provided in connection with these Services is for informational purposes only
and is not medical advice, is not intended for the diagnosis or treatment of medical conditions and does not
replace the judgment of healthcare professionals. While users of the Service may receive education regarding
their health and wellbeing as part of the Services, the user’s physician or other healthcare providers remain
responsible for their actual medical care and the associated outcomes. Alight does not guarantee a particular
healthcare or other outcome or result.
* * * * *
IN WITNESS WHEREOF, the Parties have caused this Order Form to be duly executed as of the Effective Date:
FOR THE CITY FOR THE CONTRACTOR
By: By:
Its: Its:
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
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Service Schedule
Covered Population
The Services will be made available to Client employees eligible to enroll in Client’s US medical plan, in each
case, as identified in the census files provided or otherwise made available to Alight by Client (“Users”). Client
will ensure that such census files do not include minors and Alight will not independently verify ages. City of
Chandler can choose to include spouses/dependents/domestic partners over the age of 18 for no additional
cost.
Alight Well Platform
Overview
The Alight Well platform is a digitally enabled and data-driven platform for administration of Client’s wellbeing
programs, including team and individual challenges, incentives and personalized communications designed to
drive year-round engagement in such programs. Unless otherwise stated below, the Alight Well platform
standard functionality will be deployed without modifications. Modifications to standard functionality,
including wording, workflow, user experience, integrations and reporting, may require additional fees
dependent upon customizations required and are not included in the Services.
Alight Worklife Web Portal and Mobile App
• Users will be able to access the Alight Well platform via the Alight Worklife web portal and mobile app
(available in the Apple App Store and Google Play Store)
• Users will authenticate through Alight Worklife
• Alight will establish up to 2 additional outbound SML2.0 SSO integrations upon Client request for
Alight Well (any additional SSO integrations are subject to additional charges)
• If Client requests Alight to integrate any Client vendor data files into the Alight Well platform, the
Parties shall mutually agree on the formatting and frequency of such files (and additional charges may
apply)
User Engagement
• In connection with implementation of the Services, Alight will send each User its standard welcome
email and will send Client its standard digital postcard and flyer for Client distribution
• Thereafter, Users will receive standardized emails or other in-app messages through the Alight
Worklife web portal or email that promotes utilization of Client’s wellbeing program
• All email communications will only be delivered to Users for whom Alight has received an email
address
• Client customized communications must be mutually agreed upon and will be subject to additional
charges
• Print materials are available upon request (subject to additional charges)
User Access to Client Benefits Information
Users will have access to the following through the Alight Worklife web portal and mobile app:
• Links to websites hosted by Client’s insurance carriers and other vendors
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Alight Well Platform Modules
The following standard Alight Well platform modules will be deployed in the Alight Worklife web portal and
mobile app:
Notification Center
Provides User access to Alight Well system-generated communications.
Ongoing Communications
• Users will receive monthly and quarterly messages regarding their wellbeing and participation in
Client’s program based on the Alight Well standard message library (messages can be branded with
Client logos upon request but not other content)
• Upon request by Client, Alight will develop up to 20 User messages per year with custom content at
no additional cost to client (such messages otherwise follow standard Alight well layout and
formatting)
Health Assessment
• Users may complete a questionnaire designed to assess current and predicative health risks
• Alight will incorporate a User’s biometric data in such User’s health assessment when such data is
available to Alight (either through self-reporting or actual lab results)
• The health assessment is based on nationally recognized third party guidelines
• User’s may review their health assessment in the Alight Worklife web portal and mobile app
Digital Health Coaching
• After completing their health assessment, Users will receive information through the Alight Worklife
web portal and mobile app regarding any identified health risks and receive a personalized health
pathway to improve or maintain their health
• Where biometric data is available to Alight, Users will also learn if their biometric data is within a
healthy range based on nationally recognized third party guidelines
• On a quarterly basis, Users will receive further communications through the Alight Worklife web
portal and mobile app or via email based on the results of their health assessment that are designed
to reinforce their personalized health pathway
Wellbeing Journeys
• Users may participate in the Alight Well standard evidence-based wellbeing journeys, including
journeys regarding physical activity, stress, resiliency, nutrition, sleep, tobacco cessation, career,
social and financial wellbeing
• There will be no additional costs as new standard wellbeing journeys are developed and released by
Alight
• All wellbeing journeys are opt-in and self-paced with embedded points-based incentives to encourage
completion
• Each wellbeing journey includes an initial and final assessment allowing the User to provide feedback
• Alight will provide Client with de-identified and aggregate reporting of User participation, completion
and feedback
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Challenges
• Client may select one company-wide wellbeing challenge per quarter from the Alight Well standard
challenge library, which will allow Users to create/join teams, view leaderboards and earn rewards
• Users may initiate any number of peer challenges from the Alight Well standard challenge library,
which will allow them to challenge one or more other Users, choose the challenge duration, view
leaderboards and earn rewards
• The Alight Well standard challenge library includes various activities that support Alight Well’s five
pillars of wellbeing: physical, emotional, financial, social and career wellbeing
• Users can link approved activity devices (Apple Health, Google Fit, Garmin and Fitbit) or manually
track activity
Incentives
General
• Participation in Client’s wellbeing program can be incentivized by granting rewards for completing
certain tasks
• Rewards may include items fulfilled by Alight (see below) or rewards fulfilled by Client or its other
vendors (e.g., HSA contributions, premium credits, payroll contributions, charity contributions or
vacation days)
• As between Client and Alight, all rewards will be funded by Client regardless of who fulfills the reward
• For rewards that are to be fulfilled by Client or its other vendors, Alight will provide a data file on a
mutually agreed frequency identifying the rewards and the recipients thereof, but Client is otherwise
responsible for establishing and maintaining any processes necessary to support the fulfillment of
such awards
• For tasks completed outside the Alight Well platform, Alight can determine completion through either
User self-reporting or data provided by Client or its vendors (which may be subject to additional
charges)
• Configuration of Client-specific incentive program elements is subject to current platform capabilities
• Support of outcomes-based incentive programs are not within the scope of the Services
Points Engine
• The Alight Well platform incorporates a single points-based incentive tracking system whereby Users
receive points based on completing certain tasks and will receive rewards based on obtaining certain
levels of points. City of Chandler can choose to customize a point program for no additional fee.
• In addition to Alight Well standard rewards for points (e.g., gift cards), Alight will include up to 5
custom rewards requested by Clients (so long as such request is able to be supported)
Rewards Fulfilled by Alight
• Unless otherwise mutually agreed, all rewards to be fulfilled on the Alight Well Platform will be in the
form of gift cards or gift card codes
• Alight will use its preferred gift card providers (Amazon or Blackhawk) unless otherwise mutually
agreed (which may be subject to additional charges)
Prize Drawings
• Prize drawings are available to provide Users with a chance to win one or more prizes
• Up to 4 prize drawings can be included per year with up to 3 available prizes per drawing
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• Each prize drawing is single Client based and requires a set of rules to be reviewed, defined and
approved by Client
• In general, each drawing is expected to include a specific duration, an alternative method of entry and
winners determined by random selection
• If applicable, vacation or travel-related prizes, or prizes valued at or above $5,000, will require
additional review, coordination and agreement between Alight and Client
• For recordkeeping purposes, Client will be provided a report for each drawing including copies of the
rules, entrants, selection details, winners and other relevant information
• Requirements for notification and acceptance of winners prior to awarding of winner, including
collecting any applicable releases or other agreements with the winner(s), will be the responsibility of
Client
• Alight is available to assist with winner notification as directed by Client
Store
• The Alight Well platform will include a Client-specific virtual store through which Users can redeem
their points for certain rewards
• Client may select up to 6 rewards to include in the virtual store
LabCorp Services
Overview
The following Services will be provided by LabCorp and certain vendors used by LabCorp, as described in more
detail below. Such services will be made available to Client’s current or former personnel as directed by Client.
For purposes hereof, a “LabCorp Participant” is any such individual that participates in the LabCorp Services.
Onsite Biometric Screening Services
Implementation
• Onsite screening Clinics (as defined below) include the following services:
o Medical oversight and CLIA-waived certification
o Standard LabCorp results education
o Online scheduler
o LabCorp Participant consent
o All staff required to perform the Clinic
o All supplies and logistics for getting supplies to the Clinic
o Biohazard removal and disposal
• A “Clinic” is defined by a location/date/time of the screening without a break of more than one (1)
hour. For example, Clinics held at Location A on March 1 from 9am-12pm and from 4pm–6pm are
considered to be two (2) Clinics; Clinics held at Location A on March 1 and March 2 both from 9am–
12pm are considered to be two (2) Clinics.
• All Clinic dates, times, locations, and anticipated participation must be confirmed six (6) weeks prior
to the Clinic date. Less than six (6) weeks’ notice of Clinic dates, times, locations and anticipated
participation will incur a short notice fee, as provided in the Fee Schedule.
• Assumes staff is required to be available for Clinic setup one (1) hour prior to the start of a Clinic. If
staff is required for setup activities (including time required to clear any site security checks) more
than one (1) hour prior to the Clinic start time, a pre-clinic setup fee will apply as provided in the Fee
Schedule.
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• Each LabCorp Participant will be required to review and provide consent prior to receiving Services.
Staffing
• Clinic staff will be provided based on agreed upon expected participation and staffing ratios. If Client
requests additional staff to augment described staffing assumptions, additional staff can be provided
for an hourly rate determined by role at the Clinic, as defined in the Fee Schedule.
Logistics
• Standard Clinic hours are Monday through Friday, 7:00am-5:00pm. Clinics held outside of these
hours, or on Federal Holidays, will incur an out of hours surcharge, as defined in the Fee Schedule.
“Federal Holidays” are defined as the following days: New Year’s Day, Birthday of Martin Luther King,
Jr., Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans
Day, Thanksgiving Day, and Christmas Day.
• If a Clinic is more than one hundred and twenty (120) miles of city limits with a population of fifty
thousand (50,000) or greater, hotel fees may be incurred. Hotels will be booked with two (2) screeners
to a room (when gender permits) and one hundred and eighty dollars ($180) maximum per night
guidelines.
• Travel costs are included for all Clinic locations within fifty (50) miles of city limits with a population
of fifty thousand (50,000) or greater. Any Clinic location that does not meet this criteria is considered
a “remote location” and will incur travel fees. A travel quote will be provided upon request.
• If travel fees include mileage, mileage will be billed at the current Federal Mileage Reimbursement
Rate, as provided by the IRS.
• All travel will be billed to Client at cost.
• Supplies will be shipped to Clinic location, unless otherwise directed by Client.
State Specific Compliance
• All onsite screening Clinics in California and New York will incur a $100 licensing fee per Clinic.
• Fingerstick onsite screening Clinics in Massachusetts, Oregon, and Maryland will incur a $250
regulatory fee per Clinic.
• All onsite screening Clinics in Nevada will incur a combined licensing and regulatory fee of $895 per
Clinic.
• All onsite screening Clinics held outside of the contiguous United States (including Hawaii and Alaska)
will be charged a 100% premium.
Minimums
• Each Clinic is quoted with a thirty (30) participant minimum, per Clinic. In the event a Clinic does not
meet the thirty (30) participant minimum, Client will be billed for additional participants to meet the
minimum.
• Clients will be billed for 90% of the projected minimum per Clinic, or actual participation, or thirty (30)
participant minimum, whichever is greater. The projected minimum is used to calculate the number
of staff required for a Clinic. This number must be furnished to Alight by Client by noon EST ten (10)
business days prior to all Clinics, excluding Federal Holidays.
Cancellations and Rescheduling
• Changes made to the Clinic date, time, and/or location seven (7) business days after a Clinic is
scheduled, will incur a Clinic change fee, as provided in the Fee Schedule.
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• Cancelling or rescheduling a Clinic less than ten (10) business days prior to a Clinic, for reasons other
than severe weather conditions or other matters beyond the reasonable control of Client, will incur a
cancellation fee, as provided in the Fee Schedule.
• Additionally, if Client reschedules or changes a Clinic less than ten (10) business days prior to a
scheduled Clinic, Client will be responsible for any costs associated with rebooking travel, diverting
shipments, or expired supplies that have been purchased for that Clinic, plus a 10% administrative
fee.
• Reducing additional staff for scheduled Clinics, as requested by Client, less than ten (10) business days
prior to a Clinic will result in a staffing fee equal to 75% of the staff’s hourly rates, as such rates are
provided in the Fee Schedule.
Offsite Biometric Screening Services
Vouchers
• LabCorp partners with a variety of vendors, including CVS Pharmacy, to provide offsite service options,
including screening vouchers, to LabCorp Participants at participating nationwide vendor locations.
• LabCorp will manage the setup of necessary voucher forms. Forms are available pre-populated
through LabCorp’s WellConnect+ platform.
• Setup time required is a minimum of thirty (30) calendar days.
• LabCorp can provide a geo access report to determine accessibility based on a zip code file of Client
employees provided by Client.
PCP Forms
• LabCorp will manage the setup of the primary care physician (“PCP”) form. Form will be made
available via LabCorp’s WellConnect+ platform and can be customized with Client logo and program
dates.
• Setup time required is no less than thirty (30) calendar days.
• The LabCorp Participant or their PCP returns the form to LabCorp through the LabCorp secure fax line
or by uploading into LabCorp’s WellConnect+ platform.
Home Test Kits
• LabCorp partners with a variety of vendors, including Coremedica, to provide at home test kit
screenings (“Kits”), to be shipped to LabCorp Participants. Kits are returned to vendors for processing.
• LabCorp will manage the setup of the Kit service. Kit ordering is hosted and managed by LabCorp.
Ordering can be managed through LabCorp’s WellConnect+ platform or via telephonic requests made
to LabCorp by the ordering LabCorp Participant. Orders are then communicated to vendors for their
processing and shipping of Kits.
• Setup time required is a minimum of thirty (30) calendar days.
• Kits will be billed when ordered, and again as Kits are completed and returned to vendor for
processing.
Biometric Screening Reporting
• Alight will incorporate screening results in the Alight Well platform.
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Health Coaching
Overview
The LabCorp health coaching program takes a comprehensive, 360-degree approach to promoting lifestyle
change for health improvement. LabCorp utilizes health coaches that are registered dietitians with additional
certifications and extensive training in behavior change.
Telephonic Health Coaching
• A toll free number and coaching appointment scheduler (described below) is provided where LabCorp
Participants may call to schedule a health coaching appointment. The LabCorp customer care team
assists callers with this process and schedules all appointments through the web-based online
scheduler. Those who call in to request an appointment will have access to email and text-based
appointment reminders.
• LabCorp Participants are entitled to a total of 120 minutes of scheduled appointments with a health
coach on a 12-month basis, generally broken into four 30-minute sessions over the course of the year.
• Health coaches contact the LabCorp Participant at the number they enter when scheduling their
health coaching appointment. Health coaches will attempt to contact a LabCorp Participant twice. If
there is no call back or answer within 15 minutes of the scheduled appointment time, it is then
considered a missed appointment.
• All scheduled health coaching sessions must be rescheduled or cancelled at least 24 hours prior to the
scheduled appointment time.
• Health coaching is offered in English and Spanish. Additional languages can be requested upon 8
weeks’ notice and mutual agreement on additional fees.
Secure Email Health Coaching
• Secure unlimited inbound email coaching with a guaranteed response in 24-48 hours.
• Email coaching is done within the coaching platform.
Communication and Engagement Plan
• Structured communication plan to drive engagement can be paper-based or electronic. This includes:
o Introduction to Health Coaching: Outreach to all eligible program Recipients providing
information about coaching.
o Quarterly Pillars of Health: The four pillars of health coaching are nutrition, fitness, rest, and
stress. Each pillar is described with specific health goals and also information about how to
engage with a health coach.
o Success Stories Campaign: LabCorp health coaches collect success stories, which have been
found to be motivational and inspiring to potential LabCorp Participants. The robust library
of success stories can be shared at specific intervals throughout the year/incentive campaign
to drive engagement. Success stories are de-identified for privacy purposes.
Coaching Appointment Scheduler
• A web-based appointment scheduler is available on the LabCorp health coaching platform.
• LabCorp Participants can self-schedule based on their availability.
• Appointment reminders can be sent via email and text.
• Assistance with this process is available through the toll-free health coaching line (described above).
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Health Coaching Reporting
• Client will have access to standard reporting that summarizes participation in the health coaching
program.
• If Client requests any custom reporting, the Parties will mutually agree on the scope of such reporting
and additional fees will apply.
Hours
• Health Coaching: 8:00 AM to 11:00 PM EST Monday through Friday.
• Customer Service: 9:00 AM to 5:00 PM EST Monday through Friday.
Client Reporting and Client Manager
• Authorized Client administrators may view standard Alight Well reports via a web portal
• Standard Alight Well reports are real-time and dynamic and include biometric measures, biometric
trends, disease risk averages, disease risk factors, incentive costs, incentive engagement, challenge
progress, challenge participation, point levels, assessment progress, message statistics, prize drawing
statistics and wellbeing dashboard
• Authorized Client administrators may also use the report export feature to export select data on
demand
• Engagement reporting will be provided in the Alight Well standard format to Client at an agreed upon
frequency
• All reported data will be anonymized and aggregated except to the extent necessary to administer
incentives (e.g., information needed for Client to complete any required tax withholding and
reporting)
• Alight will designate a client manager to lead the implementation of the Services and otherwise
address any operational matters that may arise from time to time in connection with the Services
• Custom reports and dashboards are available upon request (subject to additional charges)
* * * * *
11 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Rewards Schedule
The terms of this Rewards Schedule apply in the event that Alight is to provide Client’s incentive eligible
participants with rewards in the form of gift cards, gift card codes or other rewards purchased and fulfilled by
Alight (“Gift Cards”). For the avoidance of doubt, this Rewards Schedule does not apply to rewards that are
not purchased and fulfilled by Alight (e.g., HSA contributions, premium credits, payroll contributions, charity
contributions or vacation days).
Gift Card Budget
Alight and Client will agree upon an appropriate annual budget for Client’s Gift Card program (the “Gift Card
Budget”), which will be based on purpose, generosity and population size among other things. Client’s Gift
Card Budget may be adjusted from time to time as agreed by Alight and Client.
Gift Card Funds
To fund Client’s Gift Card program, Client must advance funds to Alight for purposes of purchasing Gift Cards
(“Gift Card Funds”). Alight shall have no obligation to purchase any Gift Cards on behalf of Client unless Client
has advanced Gift Card Funds to Alight that are sufficient to make such purchase (and Alight reserves the right
to restrict or prohibit usage of Gift Cards unless and until Gift Card Funds are available). Alight and Client will
agree upon the amount of Gift Card Funds that Client must initially advance to Alight and, as the Gift Card
Funds are spent by Alight, a threshold below which Client must replenish the Gift Card Funds which, in each
case, should be based upon Client’s Gift Card Budget and the anticipated timing and use of Gift Cards. Alight
will provide Client with wire instructions for purposes of receiving the Gift Card Funds from Client (“Gift Card
Account”).
Use of Gift Card Funds
The Gift Card Funds may only be used by Alight to purchase Gift Cards for use by Client’s incentive eligible
Users (“Eligible Recipients”) upon receipt of written instruction from Client or its designee (including any third
parties appointed by Client to determine whether Eligible Recipients are entitled to receive Gift Cards) (“Gift
Card Order”) which may, for the avoidance of doubt, be a rules-based instruction (e.g., Eligible Recipient
receives a Gift Card if they complete an identified task). Client is responsible for all costs associated with any
Gift Cards purchased by Alight pursuant to a Gift Card Order. In no event shall an erroneous or incorrect Gift
Card Order limit or reduce Client’s liability for any Gift Cards properly purchased by Alight pursuant to such
Gift Card Order. In no event shall Alight be liable for any unused Gift Cards or any other amounts related to
the use or failure to use Gift Cards.
Administrative Fee
As compensation for administering the Gift Card Funds, Client shall pay Alight an administrative fee equal to
5% of the total amount of Gift Card Funds (i.e., 10% of the amount initially advanced and 5% of each
subsequent replenishment).
Invoicing
Alight will deliver invoices to Client for purposes of the initial advancement of Gift Card Funds and for any
required replenishment thereof. Each such invoice will also reflect the administrative fees described above.
All invoices will be payable upon receipt.
12 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Termination
Upon termination of the Services, (a) Alight will return to Client any of its Gift Card Funds that have not been
used by Alight to purchase Gift Cards prior to the effective date of such termination and (b) Alight will seek a
refund of any Gift Card Funds used to purchase Gift Cards for which a refund is available to the extent such
Gift Cards have not been used and deliver such refunds to Client within 5 business days of receipt by Alight (it
being understood that Amazon has advised Alight that it may take 2-3 months for Amazon to refund unused
account balances).
* * * * *
13 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Fee Schedule
Alight Well Platform Fees
Implementation Fees: Waived
Ongoing Fees: Alight Well (LabCorp) - $2.00 per Active Eligible per month; Alight Well Technology - $1.00 per
Active Eligible per month
“Active Eligibles” means active Client employees eligible to enroll in Client’s US medical plan, as identified in
the census files provided or otherwise made available to Alight by Client. Ongoing fees for the Alight Well
Platform will be due each month, commencing the month in which the Live Date is scheduled to occur.
Changes in such fees based on a change in an employee’s eligibility status will be effective the month following
the month in which such change occurred.
Ongoing fees are based on the following assumed number of Active Eligibles: 1,697
Ongoing fees are subject to a minimum monthly fee calculated using 90% of the assumed number of Active
Eligibles listed above (i.e., 1,527). If the actual number of Active Eligibles drops below such threshold, the
Parties agree to renegotiate the ongoing fees in good faith. Until an agreement is reached, the minimum
monthly fee shall apply.
LabCorp Service Fees
Service Category Fees
Onsite Biometric Screening Services – Standard Tests
Fasting Fingerstick $55/LabCorp Participant
Total cholesterol, HDL, LDL, triglycerides, glucose, 30 LabCorp Participant minimum per Clinic
blood pressure, height, weight, BMI, waist Fingerstick screenings that include both fasting and
circumference, percent body fat non-fasting options will be billed as fasting
Non-Fasting Fingerstick $55/LabCorp Participant
Total cholesterol, HDL, glucose, blood pressure, 30 LabCorp Participant minimum per Clinic
height, weight, BMI, waist circumference, percent Fingerstick screenings that include both fasting and
body fat non-fasting options will be billed as fasting
Venipuncture $65/LabCorp Participant
Total cholesterol, HDL, LDL, triglycerides, glucose, 30 LabCorp Participant minimum per Clinic
blood pressure, height, weight, BMI, waist
circumference, percent body fat
Onsite Biometric Screening Services – Optional Tests
Venipuncture Additional Tests Test Fee
PSA $20/LabCorp Participant
TSH $20/LabCorp Participant
A1c $20/LabCorp Participant
Cotinine $25/LabCorp Participant
30 LabCorp Participant minimum per Clinic
Hemoglobin A1c (fingerstick) $30/LabCorp Participant
30 LabCorp Participant minimum per Clinic
Cotinine Testing (oral swab) $30/LabCorp Participant
30 LabCorp Participant minimum per Clinic
14 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Category Fees
PSA (fingerstick) $35/LabCorp Participant
30 LabCorp Participant minimum per Clinic
Onsite Biometric Screening Services – Extras (Optional)
Additional Registration Coordinator(s) $60/hour/staff
Additional Screener(s) $90/hour/staff
Additional Health Educator $125/hour/staff
Pre-Clinic Setup $150/setup for Clinics with 1-4 screeners
If staff is required for setup more than 1 hour prior $300/setup for Clinics with 5+ screeners
to Clinic start time
Additional Privacy Screens $15/screen
Onsite Biometric Screening Services – Admin Fees
Short Notice Fee $500
Clinics requested less than six (6) weeks in advance
Clinic Change Fee $600
Changes to a Clinic date, time, or location seven (7)
business days after scheduling
Cancellation or Rescheduling Fee 50% of estimated screenings
Cancelling or rescheduling a Clinic less than ten (10)
business days prior to a Clinic
Cancellation or Reduction of Additional Staff 75% of additional staff rates provided above
Reducing additional staff for schedule Clinics less
than ten (10) business days prior to a Clinic
Out of Hours Surcharge 12% of Clinic cost
Clinics held outside of normal business hours and
Federal Holidays
Offsite Biometric Screening Services
PCP Forms $14/PCP form processed
50 LabCorp Participant minimum
CVS Vouchers $75/LabCorp Participant
Total cholesterol, HDL, LDL, triglycerides, glucose,
height, weight, BMI, waist circumference, blood
pressure
LabCorp Vouchers $60/LabCorp Participant
Total cholesterol, HDL, LDL, VLDL, triglycerides,
glucose
LabCorp Vouchers $75/LabCorp Participant
Total cholesterol, HDL, LDL, VLDL, triglycerides,
glucose, height, weight, BMI, waist circumference,
blood pressure
Home Test Kits $60/Kit ordered and returned
Total cholesterol, HDL, LDL, triglycerides, glucose OR
$30/Kit ordered and NOT returned
Health Coaching and Tobacco Cessation Services
Implementation Fee $2,500
Covers weekly meetings to set up coaching
program, eligibility, trainings, communications, and
program details. Typically a 45 to 60 day process.
15 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Category Fees
Telephonic Health and Tobacco Cessation $225/case
Coaching Fee The case rate is billed after completion of the first
coaching session of each 12-month program
calendar year beginning at the program start date.
Client is allotted 4 thirty-minute health coaching
calls per case rate.
Health Coaching and Tobacco Cessation Additional Services (Optional)
Custom Communications $150/hour
Non-Standard Languages (English and Spanish Quoted upon request
included)
Onsite Health Coaching Services (Optional)
Seminars/Webinars Standard - $825/seminar or webinar
Health seminars from LabCorp’s annual seminar list Custom - $1,100/seminar or webinar
can be delivered onsite by a LabCorp health
coaches. Seminars can also be delivered as
webinars.
WELLReview (15-minute telephonic session) $50/session
following venipuncture or offsite screening
Guided Meditation $550/session
Onsite Health Coaching $121/hour
Health coaches can be provided onsite for events, 4-hour minimum
education, or one on one sessions. If monthly, a $2,500 implementation fee will apply
LES has a network of over 1,500 health coaches in
all 50 states. Health coaches can be provided
onsite for events, education, or one on one
sessions.
Other Charges
Single Sign-On Fee: first 2 third party SSO integrations included at no charge; $5,000 per each additional SSO
integration
Data File Fees: first 3 set ups are included at no charge; $5,000 per each additional file set up. For purposes of
clarity, LabCorp will not be included as one of the first 3 set ups or considered an additional file set up.
Expenses
Client shall reimburse Alight for all printing, shipping and handling costs incurred in connection with the
Services. Client shall reimburse Alight for all other reasonable expenses incurred in connection with the
Services, including any travel expenses, if such expenses have been pre-approved by Client. A 10%
administrative service charge will be added to the amount paid by Alight to outside suppliers.
Payment Terms
Ongoing fees for the Alight Well platform will be invoiced in the month prior to the applicable service period
(e.g., January for February services and shall be payable within 30 days of the invoice date). Fees for LabCorp
Services will be invoiced in arrears on a monthly basis and shall be payable within 30 days of the invoice date.
Implementation fees (if any) will be included on the first invoice for ongoing fees and payable on the same
16 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
terms. Fees for additional services, reimbursable expenses and other charges (if any) will be invoiced to Client
on a monthly basis and shall be payable within 30 days of the invoice date. All payments by Client shall be
made by wire transfer or Automated Clearing House (ACH) payment. Interest at 9% per year will accrue on
all past due amounts from the corresponding due date until payment is received.
Ongoing fees are subject to an annual three percent (3%) increase each year.
* * * * *
17 2026

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
EXHIBIT 2
Amended Attachment D
ALIGHT HEALTH AND WELLNESS ORDER FORM
This Order Form (this “Order Form”), effective upon execution(the “Effective Date”), is by and between City of
Chandler, with its principal place of business at 175 S Arizona Avenue, Chandler, AZ 85225 (“Client” or “City”),
and Alight Solutions LLC, with its principal place of business at 4 Overlook Point, Lincolnshire, IL 60069 (“Alight”
and, together with Client, each a “Party” and collectively the “Parties”). This Order Form adopts and incorporates
by reference the terms and conditions of that certain Subscription and Services Agreement, effective upon
execution, by and between Client and Alight (the “Services Agreement”). Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Services Agreement. In consideration of the mutual
covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
Sections 1-5 Not in original.
Section 6. Services. A description of the Services to be provided by Alight hereunder under this SOW may include
software-as-a-service offerings (“Subscription Services”) and/or professional services (“Professional Services”).
The details of each Service are described in one or more service schedules (each, a “Service Schedule” and
collectively the “Service Schedules”) attached hereto and incorporated herein.
Section 7. Fees. The fees and expenses payable by Client to Alight in connection with the Services to be provided
by Alight under this Order Form, together with the terms under which such fees and expenses will be invoiced,
paid and adjusted from time to time, are set forth in the Fee Schedule attached hereto and incorporated herein.
Section 8. Term.
8.1. Renewal Term. The renewal term of this Order Form (the “Renewal Term”) shall commence on
November 8, 2026, and continue through December 31, 2027.
8.2. Client may elect to terminate this Order Form for its convenience between May 1st and May 31st
of each given calendar year that this Agreement or any Order Form remains in effect (Opt-Out Period”) by
providing written notice to Alight. Where the Client exercises its termination for convenience right hereunder by
providing Alight with written notice during the Opt-Out Period for that applicable year, this Agreement shall
terminate at least sixty (60) days from Alight’s receipt of the Client’s notice. Where no such notice is received by
Alight during the Opt-Out Period, or such notice is received by Alight after the expiration of the Opt-Out Period
for that applicable year, then the Agreement and any Order From shall continue and remain in effect until
terminated in accordance with its terms. Notwithstanding anything to the contrary in this Agreement, in the event
of a termination for convenience under this Section, Client will pay Alight for the Services performed in accordance
with the terms and conditions of this Agreement and any Order Form up to and through the date of termination.
8.3. Cure Period. If a breach cannot reasonably be cured within the cure period set forth in Section
6.3 of the Services Agreement (Termination for Cause) and the breaching party promptly commences diligent
efforts to cure such breach, then such cure period shall continue as long as such diligent efforts to cure continue,
but not beyond the date that is 90 days after the delivery of the applicable breach notice.
Order Form 18

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
8.4. Termination Assistance. Alight shall, prior to the termination or expiration of this Order Form,
perform the termination assistance services set forth in the Termination Assistance Services Schedule attached
hereto and incorporated herein so long as such termination or expiration is not due to Client non-payment, and
Client shall pay Alight the fees (if any) associated with such termination assistance services set forth therein or in
the Fee Schedule. Any additional termination assistance services shall be mutually agreed by the Parties in
accordance with the Change Order procedures.
Section 9. Service Level Agreements. The service level agreements applicable to the Services to be provided by
Alight under this Order Form are set forth in the SLA Schedule attached hereto and incorporated herein.
Section 10. Additional Terms.
10.1. Re-performance of Services. If Alight’s performance of the Services does not comply in any
material respect with the terms hereof, Alight shall, upon Client’s written request, re-perform such Services at its
own expense to the extent such re-performance is reasonably necessary and practical under the circumstances.
10.2. Changes in Law. If a change in the Services is required for either of the Parties to comply with
applicable law, the Parties shall cooperate in good faith to implement any such change in accordance with the
Change Order procedures. Changes to Alight’s base system documentation and base system software resulting
from changes in law applicable to Client’s business and operations will be considered as within the scope of
Services to the extent such changes apply generally to the services provided by Alight to its other similarly situated
clients uniformly and without customization. To the extent any such change requires customization at the client
level (e.g., based on interpretation, specific design, transition rules, previous customizations and similar
administrative characteristics), such customization will be made in accordance with the Change Order procedures
and may result in additional implementation or ongoing fees (as mutually agreed upon by the Parties). Alight shall
be responsible for all costs and expenses associated with any change in the Services that is required for Alight to
comply with any laws applicable to Alight’s business and operations.
10.3. Audit Rights. During the Term, Client may, at its own expense and upon reasonable advance
notice to Alight, audit Alight’s books, records and other documents to the extent necessary to verify Alight’s
compliance with the terms of this Agreement (including the accuracy of any invoices delivered by Alight); provided
that Client may not exercise its audit rights hereunder more than one time in any calendar year (unless otherwise
required in connection with any audit initiated by a governmental entity having jurisdiction over Client). Each
such audit shall occur during normal business hours and shall not unreasonably interfere with Alight’s normal
business operations, and Alight shall not be required to disclose or otherwise provide access to any information
the disclosure of which would cause Alight to violate any confidentiality obligation or applicable law. Client may
engage a third party to conduct any such audit so long as such third party is not a competitor of Alight and enters
into a confidentiality agreement with Alight that is consistent in all material respects with Client’s confidentiality
obligations to Alight hereunder. Except as otherwise provided in the Fee Schedule, any Alight work to support
Client’s audit rights shall be provided on a time and materials basis.
10.4. Plan Fiduciary. Alight shall not be a fiduciary or plan administrator within the meaning of any
applicable law with respect to any Client policies, procedures or plans. Alight shall not have any discretion with
respect to the management or administration of any Client policies, procedures or plans or any control or
authority with respect to any Client plan assets.
* * * * *
Order Form 19

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
IN WITNESS WHEREOF, the Parties have caused this Order Form to be duly executed as of the Effective Date:
FOR THE CITY FOR THE CONTRACTOR
By: By:
Its: Its:
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
Order Form 20

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Schedule
Subscription Services: Alight WorkLife Portal/App
Section 1. Introduction. This Service Schedule is subject to the terms and conditions contained in the Statement
of Work to which it is attached and describes the processes, responsibilities, assumptions, and deliverables in
connection with the provision of ongoing Alight Worklife Portal/App Services to Client.
Section 2. Alight WorkLife Portal/App Service Description and Responsibility Matrix.
2.1. The table below sets forth the applicable tasks and the responsible Party. Alight is not responsible
for any services, tasks, or functions not described and included in the Alight responsibilities below.
2.2. Any country variance information not called out in this Service Schedule which is required to
administer the Services shall be documented and provided in the Business Requirements Documents. All work
associated with rationalization of policy differences or any other standardization items not specifically set forth
herein shall be subject to the Change Order process.
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
Common functionality
1. iOS and Android apps Alight 12/31/27
2. Web portal with responsive design Alight 12/31/27
3. App and portal provided in standard design framework to Alight 12/31/27
Alight client base (enable continuous enhancements) -
configured for Client plans and branded with one version of
Client logo.
4. Provide Portal branding and configuration decisions Client 12/31/27
5. App and web portal are available 24 hours a day, 7 days a Alight 12/31/27
week, excluding regularly scheduled maintenance windows
6. “Lisa”, 24/7 AI virtual assistant (Alight standard content and Alight N/A
ongoing enhancements)
7. Hosting of client-provided service specific benefit content Alight 12/31/27
(e.g., SPDs, Summary of Benefits and Coverage and
communication materials) in Alight standard design
framework
8. Search content on the Alight portal Alight 12/31/27
9. Secure mailbox Alight 12/31/27
10. Provide non-SSO links to Client or third-party applications Alight 06/30/27
11. Administer configuration and content changes within the Alight 12/31/27
portal and app
12. Provide and validate Client or third-party website or Client 12/31/27
application URLs to Alight
Order Form 21

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
13. Provide the Portal and app in English and Spanish language Alight N/A
14. Support ability to display or hide delivered Portal components Alight 12/31/27
based upon available data elements for a specific employee
Authentication
15. Support Client participant access to Portal via single sign on Alight 06/30/27
(SSO), using SAML 2.0 or mutually agreed upon technology
16. Provide SSO, using SAML 2.0 or mutually agreed upon Client 06/30/27
technology, authentication across all channels for Client
employees, and pass assertion to Alight for portal access
17. User-defined ID, password and security questions (if Alight 12/31/27
participant is not using SSO); device registration
18. Biometric authentication via mobile device – utilized for Alight 12/31/27
mobile app and web portal
19. One-time codes (via text or phone call) for forgotten Alight 12/31/27
passwords
20. Provide outbound single sign-on links to client partners, using Alight 06/30/27
SAML 2.0 or mutually agreed upon technology, where Alight
has established connection, plus up to 2 additional links
Employer Portal – integrated with Alight WorkLife Portal
21. Identify users to be provided with access to Employer Portal Client 12/31/27
22. Client self-publishing: Update content (e.g., upload Client 12/31/27
documents) and create general and targeted messages and
journeys.
23. Analytics dashboards – customer interactions, annual Alight 12/31/27
enrollment, plans and demographics
24. Ad-hoc reporting Alight 12/31/27
25. View a participant’s website in inquiry mode Alight 12/31/27
26. Manager self-service (view detailed participant account Alight 12/31/27
information and perform transactions)
Health & Welfare
27. Enrollment support (newly eligible, life events, status Alight 06/30/27
changes, annual enrollment) and confirmations for active
benefit eligible employees
Order Form 22

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
28. Enrollment support (life events, status changes, annual Alight 12/31/27
enrollment) and confirmations for Legacy Alight retirees
29. Decision support: Alight 12/31/27
• Health plan comparisons (side-by-side view of plan
design)
• Medical Expense Estimator – modeling of total out-
of-pocket cost based on anticipated need and
geographically adjusted average health costs.
• Plan recommendations
• Provider search – search for in-network providers in
Client plans
30. Display FSA/HSA, 457(b)(k) balances, bi-weekly, with link to Alight N/A
administrator
31. Coverage inquiry, beneficiary updates, direct billing inquiry, Alight 12/31/27
direct debit updates
* * * * *
Order Form 23

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Schedule
Professional Services: Implementation
Section 1. Introduction. This Service Schedule is subject to the terms and conditions contained in the Statement
of Work to which it is attached and describes the processes, responsibilities, assumptions, and deliverables in
connection with the provision of implementation Services to Client.
Section 2. Alight Implementation Service Description and Responsibility Matrix.
2.1. The table below sets forth the applicable tasks and the responsible Party. Alight is not responsible
for any services, tasks, or functions not described and included in the Alight responsibilities below.
2.2. Any country variance information not called out in this Service Schedule which is required to
administer the Services shall be documented and provided in the Business Requirements Documents. All work
associated with rationalization of policy differences or any other standardization items not specifically set forth
herein shall be subject to the Change Order process.
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
US Conversion and Transition
1. Perform implementation Services in accordance with the terms of Alight 12/31/27
the Statement of Work and the Live Dates set forth in Fee Schedule.
2. Affordable Care Act solutions – transition approach Alight 06/30/27
Employer Mandate “look back” administration
• Alight implements ongoing ACA hours data feed from Client
HCM/Payroll prior to Fall 2024 annual enrollment Live Date
• Alight performs the Standard Measurement Period evaluation
(determining FTE status and eligibility for Fall 2024 annual
enrollment (1/1 coverage)
• Alight converts in-process Initial Measurement and Stability
period (those that extend past 1/1/24) and accrued hours and
administers these periods on the Alight system.
Affordable Care Act Section 6055/6056 reporting solution Live Date
for the 2024 calendar year (Form 1095-Cs generated in January 2025
for 2024).
3. The following data will be converted: Alight 12/31/27
• Snapshot of current H&W elections, covered dependents and
beneficiaries
• Election history (if applicable) – archive for future reference
Note that a “fresh start” approach will be utilized related to direct
billing (no conversion of credits, payments, direct debit information
or amounts owed).
Order Form 24

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
4. COBRA enrollee data, including data on individuals who have Alight 06/30/27
experienced a qualifying event but have not yet enrolled in COBRA
coverage
* * * * *
Order Form 25

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Schedule
Professional Services: Health & Welfare Services
Section 1. Introduction. This Service Schedule is subject to the terms and conditions contained in the Statement
of Work to which it is attached and describes the processes, responsibilities, assumptions, and deliverables in
connection with the provision of ongoing health & welfare Services to Client.
Section 2. Health & Welfare Service Description and Responsibility Matrix.
2.1. The table below sets forth the applicable tasks and the responsible Party. Alight is not responsible
for any services, tasks, or functions not described and included in the Alight responsibilities below. The hours of
operation for the health & welfare Services are defined as Alight’s standard office hours in the delivery location.
Local holiday calendar(s) will be communicated by Alight to Client annually as defined in the Business
Requirements Document. In connection with the Services, Alight may implement quality improvements or
increase efficiency using automation tools and analytics. Unless otherwise noted all Services will be delivered in
English.
2.2. Any variance information not called out in this Service Schedule which is required to administer
the Services shall be documented and provided in the Business Requirements Documents. All work associated
with rationalization of policy differences or any other standardization items not specifically set forth herein shall
be subject to the Change Order process.
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
Covered Populations
1. Provide administration for the following US benefits eligible Alight 06/30/27
populations, and their benefits-eligible dependents:
• Full-time employees
• Appointed Employees
• Part-time employees
• Temporary employees
• Employees on leave of absence
• Disabled employees
• COBRA
2. Provide administration for the following US benefits eligible 12/31/27
populations, and their benefits-eligible dependents:
• Retirees and survivors
Plans
3. Active employees: provide full administration (e.g., enrollment, Alight 06/30/27
reporting to carriers/third-party administrators, premium reporting
and payroll deduction reporting) for the following plans:
• Medical
• Dental
• Vision
Order Form 26

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
• Health Savings Account
• Health Care and Dependent Care Flexible Spending Account
• Basic and supplemental employee life insurance
• Dependent life insurance
• Employee basic and supplemental AD&D
• Dependent AD&D
4. Retirees: provide full administration (e.g., enrollment, reporting to Alight 12/31/27
carriers/third-party administrators, premium reporting and pension
payroll deduction reporting/direct billing) for the following plans:
• Medical. The “split family” approach is utilized if Medicare plans
(e.g., Medicare Advantage) are offered. This enables Medicare
and non-Medicare eligible members of the same family to be
enrolled in different plans.
• Dental
• Vision
• Life insurance
Eligibility and Service
5. Provide adjusted service date that Alight will use for service-related Client 12/31/27
calculations
6. Determine benefits eligibility based on data elements received via Alight 06/30/27
HCM integration and apply rules related to waiting period and
benefit start date (e.g., 1st of month following hire date)
Annual Enrollment
7. Planning and project management Alight 12/31/27
8. Update configuration for existing plan options and rate structures: Alight 06/30/27
• Contributions, premiums, premium equivalents and ASO fees
• ZIP Code service areas
• FSA and HSA maximums
• Part D creditable coverage status (received from Client)
• Post SPDs, Summary of Benefits and Coverage (SBC), and
communication material received from client.
9. Testing with carriers, third parties and payroll Alight 06/30/27
10. Annual enrollment notification and reminder emails including print Alight 06/30/27
(Alight standard)
11. Assign default coverage to those who do not enroll Alight 06/30/27
12. Provide confirmation email notice including print (Alight standard) Alight 06/30/27
13. Provide annual enrollment analytics and debrief Alight 06/30/27
Ongoing Events
Order Form 27

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
• Comprehensive support: notification (Alight standard notices), enrollment/default coverage, adjustments to
coverage, payroll or direct billing updates, and eligibility/premium reporting
• Assumes uniform plan rules (e.g., allowable changes for life events) across all populations
14. Newly eligible employee: email notification of enrollment Alight 06/30/27
opportunity; enrollment/default coverage assignment, and
confirmation email
15. Benefit Eligible employees - Life events (e.g., marriage): participant Alight 06/30/27
initiates, with permissible changes based on type of event. Provide
confirmation email.
16. Retirees - Life events (e.g., marriage): participant initiates, with Alight 12/31/27
permissible changes based on type of event. Provide confirmation
email.
17. Status changes (e.g., move to unpaid leave, retirement): Terminate Alight 12/31/27
coverage that is no longer available and assign coverage (or offer
enrollment) for plans becoming available. Initiate direct billing or
payroll deduction updates. Provide confirmation email.
18. Evidence of Insurability (EOI): Assign highest level of coverage Alight 06/30/27
allowable without EOI and pend additional coverage while awaiting
EOI. Link participant to carrier EOI site or trigger carrier provisioning
of EOI form. Adjust coverage and deductions based on EOI approval
and provide confirmation email.
19. Change of address (e.g., move out of medical service area): Email Alight 12/31/27
notification of enrollment opportunity (choose new medical plan).
20. Pay change: Recalculate coverage/deductions (e.g., life insurance) as Alight 06/30/27
applicable. Provide confirmation email.
21. Benefit Eligible Employees: Dependent loss of eligibility (e.g., turning Alight 06/30/27
age 26): Terminate coverage and trigger COBRA.
22. Retirees: Dependent loss of eligibility (e.g., turning age 26): Alight 12/31/27
Terminate coverage and trigger COBRA and send notification to
Client.
23. Attainment of Medicare eligibility (based on age of retiree and Alight 06/30/27
dependents): Offer enrollment for new plans, provide Notice of
Creditable Coverage, and send enrollment notification. For active
employees attaining Medicare eligibility (based on age of employee
and dependents): provide Notice of Creditable Coverage.
24. Age-related events (e.g., life insurance coverage reduction): Adjust Alight 06/30/27
coverage and deductions and provide email confirmation
25. Apply waiver of premium rules based on notification from disability Alight 12/31/27
carrier or Client
26. Beneficiary designation via web or customer care representative. Alight 12/31/27
Track approved absolute assignments received from carrier.
27. Death: Receive notification of active employee death via HCM Alight 12/31/27
integration and receive notification of retiree or dependent death
Order Form 28

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
from survivors. Terminate coverage, notify insurance carrier of
current coverage and beneficiaries and trigger COBRA/survivor
coverage as applicable. Carriers coordinate collection of death
certificate and claim process.
28. Participant updates to preferred contact information (e.g., personal Alight 12/31/27
email, mobile number, opt-in to text message updates)
29. Returned mail: Alight will use client’s address as return address for Alight 12/31/27
any paper materials mailed to participants. Client is responsible for
distributing returned mail to participants.
COBRA Administration
30. Comprehensive COBRA administration, including initial rights Alight 06/30/27
notification for new hires, qualifying event identification and
personalized print notices (Alight standard): COBRA Rights,
enrollment, confirmation and denial.
31. Provide subsidy end date for participants eligible for subsidized Client 06/30/27
COBRA due to severance
32. Apply subsidized COBRA rates for individuals on severance. COBRA Alight 06/30/27
can run concurrent with or consecutive to the severance period.
Direct Billing – COBRA Enrollees, Employees on Unpaid Leave, and Retirees/Survivors
33. Monthly personalized print billing notices (Alight standard) Alight 12/31/27
34. Payment via check, bill-pay service, or direct-debit. Credit card Alight 12/31/27
payment support is available via a surcharge approach (charged to
participants for each payment) in states that permit use of
surcharges.
35. Deluxe lock box (Citibank account owned by Alight); monthly ACH Alight 12/31/27
transfer of funds to client-owned account.
36. Delinquency management – terminate all coverage due to non- Alight 12/31/27
payment after 31-day grace period
37. Special COBRA processing: imaging of postmark, 45-day initial Alight 06/30/27
payment period, additional grace period if short by “insignificant
amount”
38. Comprehensive reporting: payments received, payment allocation, Alight 12/31/27
delinquency, and drop coverage
HCM/Payroll Integration
39. Provide one ongoing HCM data integration to Alight (up to daily Client 06/30/27
frequency - weekdays)
40. Calculate deductions and imputed income for plans administered by Alight 06/30/27
Alight
41. Provide one ongoing deduction/imputed income file to active Alight 06/30/27
employee payroll. Frequency matched up to pay cycles.
• Calculate retroactive deduction adjustments based on full-
pay periods only
Order Form 29

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
• “Closed loop” payroll (e.g., adjustments based on
comparison of actual vs. expected deductions) is not
included.
42. Manage deduction arrears (e.g., where full deduction cannot be Client 06/30/27
taken)
43. Provide monthly deduction file to pension payroll (if applicable) Alight 06/30/27
44. Provide end-of-year retiree and unpaid LOA imputed income file to Alight 06/30/27
Client or pension payroll (if applicable)
Carrier Eligibility and Benefit Financial Reporting (Plans Administered by Alight)
45. Benefit Eligible Active Employees: Eligibility reporting to carriers Alight 06/30/27
(minimum of weekly frequency) in Alight format
46. Retirees: Eligibility reporting to carriers (minimum of weekly Alight 12/31/27
frequency) in Alight format
47. Calculate monthly premiums and ASO fees (including 60-day Alight 12/31/27
retroactive adjustments) using the “15th of the month” rule. Self-
billing approach – Alight provides monthly premium/ASO fee reports
to client.
48. Client pays premium/ASO fees to each carrier based on Alight Client 12/31/27
reports
49. Provide health plans with quarterly “snapshot” full-files for Alight 12/31/27
comparison between carrier and Alight systems. Alight works with
the carriers to research and resolve any discrepancies
Client Support
50. Quarterly stewardship meetings and ongoing operational meetings. Alight 12/31/27
Updates on trends, strategies, solutions and regulatory
developments.
51. Cloud requirements solution – end-to-end management, including Alight 12/31/27
reviews, sign-off, traceability and version control
52. Employer Portal (refer to the Alight WorkLife Portal/App Service Alight 12/31/27
Schedule): ad-hoc reporting, analytics dashboards, access to case
management, collaboration space, and access to participant
information.
Affordable Care Act (ACA) – Employer Mandate
53. Provide ACA creditable hours for measurement of full-time Client 06/30/27
employee status. This includes equivalent hours for salaried
employees as well as periods of unpaid leave.
54. “Look back” method administration for participants administered by Alight 06/30/27
Alight: roll-up of hours provided by Client, initial and standard
measurement period tracking and evaluation (determine if FTE), and
initial and standard stability period tracking (lock-in eligibility for
those deemed FTEs).
Order Form 30

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
Alight standard approach – refer to Employer Mandate solution
overview for details
55. Coordinate offer of coverage to those deemed FTEs as a result of Alight 06/30/27
measurement period (provide enrollment opportunity)
56. Terminate coverage and initiate COBRA notification for those Alight 06/30/27
reaching end of stability period (if not otherwise eligible for coverage
and if losing FTE status).
57. Provide standard monthly dashboard report that provides visibility Alight 06/30/27
into populations gaining/losing FTE status
Affordable Care Act – Section 6055/6056 Reporting
58. Create, distribute and host Form 1095-C for populations Alight 06/30/27
administered by Alight
59. Perform IRS filing of Form 1094-C along with 1095-C data Alight 06/30/27
60. Perform state filings, assuming that Federal 1095-C data is utilized Alight 06/30/27
61. Support reprint requests and Form/filing updates due to “data Alight 06/30/27
corrections”
62. Review and respond to Marketplace notifications and IRS penalty Client 06/30/27
notifications
63. Approach for final year of contract agreement: Alight provides Alight 06/30/27
Client’s new ACA administrator with an end-of-year data file that
contains information on offer of coverage, lowest cost medical
option, and medical enrollment (including dependent data). The
new administrator coordinates derivation of IRS codes and
production of Form 1095-C and IRS/state filings.
Compliance
64. Provide updates on federal and key state developments for benefits, Alight 06/30/27
ACA, and COBRA
65. Alight system updates for federal regulatory updates – modifications Alight 06/30/27
that can be broadly deployed across clients, which have limited
client-specific customization, and which do not have a material
impact on scope of Services or customer care Services.
66. Provide direction on compliance approach (e.g., fiduciary Client 06/30/27
responsibility; interpretation of state law)
67. Solicit (initial enrollment and annually) for missing dependent Social Alight 06/30/27
Security Numbers or Tax Identification Numbers for self-insured
plans.
68. ACA: Hosting of Summary of Benefits and Coverage (provided by Alight 06/30/27
Client) and provide notice of availability
69. ACA: Produce print Notice of Health Care Exchange Options (Alight Alight 06/30/27
standard)
70. ACA: Calculation of health care cost and production of annual payroll Alight 06/30/27
file for posting on Form W-2.
Order Form 31

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Legend:
Client = Client responsibility
Alight = Alight responsibility
N/A = Not Applicable
Service
Termination
Line Item # Description Responsible Date
71. ACA: Provide headcounts for Patient Centered Outcomes Research Alight 06/30/27
Institute (PCORI) filing
72. Provide counts for Form 5500 Alight 06/30/27
73. Produce and file Form 5500 Client 06/30/27
74. Review requests for Power of Attorney or Legal Guardian access to Client 06/30/27
participant accounts and provide information on authorized parties
to Alight.
75. Review, approve and respond to Qualified Medical Child Support Client 06/30/27
Orders (QMCSO), National Medical Support Noticed (NMSN) and
requests form state agencies. Provide Alight with approved QMCSOs.
76. Process and track approved QMCSOs (e.g., add dependent to Alight 06/30/27
coverage, track separate dependent address)
77. Evaluate eligibility claims and appeals, coordinate response to Client 06/30/27
participants and provide Alight with direction on coverage updates.
78. Perform annual preliminary Section 129 non-discrimination testing of Alight 06/30/27
the Dependent Care Flexible Spending Account using data on the
Alight system. Reduce contributions for highly-compensated
employees, as directed by client.
79. Perform final Section 129 non-discrimination test Client 06/30/27
80. HIPAA notice: Alight 06/30/27
• Provide Privacy Notice (Alight standard cover letter with Client-
provided privacy notice)
• Response to requests to amend, restrict or account for
disclosure of Protected Health Information.
81. Produce Medicare Part D creditable coverage notice (Alight standard Alight 06/30/27
print notice)
82. Produce Medicaid Notice (Alight standard print notice) Alight 06/30/27
83. San Francisco Health Care Security Ordinance Alight N/A
• Identify employees who have opted out of medical coverage,
provide voluntary waiver form and collect/retain completed
forms
• Provide Client with headcount and enrollment data
84. San Francisco Health Care Security Ordinance: coordinate filings with Client N/A
San Francisco
85. Hawaii HC-5 Form opt out process Alight N/A
* * * * *
Order Form 32

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Fee Schedule
Section 1. Subscription Services.
1.1. Fee Table.
Service Fee Type User Type* Baseline Minimum Per User Targeted Fee
User User Rate Live Commenceme
Count Count Date** nt Date
Alight Worklife Core Platform
Alight Worklife Monthly H&W Eligible 1,697 1527 $1.00 April 1, April 1, 2024
Essentials Participant 2024
Alight Worklife Administration
Health & Welfare Monthly H&W Eligible 1,697 1,527 $1.40 April 1, April 1, 2024
Benefits Participant 2024
Administration
* For purposes hereof, a “User” means any of the types of users listed in this column (as defined herein).
** The targeted Live Date for these Subscription Services reflects the month in which Client’s health and welfare
benefits annual enrollment period begins. Due to their nature, certain elements of these Subscription Services
may not be effective until the beginning of the benefit plan year following the initial enrollment period.
1.1. Monthly Subscription Fees. This Section applies to all subscription fees paid on a monthly basis
pursuant to the table above.
1.1.1. The subscription fee for each Subscription Service will commence on the applicable Fee
Commencement Date. If the Fee Commencement Date for any Subscription Service is its Live Date, and such Live
Date is delayed by Client, the subscription fee for such Subscription Service will commence as originally scheduled.
1.1.2. The subscription fee for each month will be invoiced on or after the first day of such
month.
1.1.3. The subscription fee for each month will equal (a) the number of Users for such month,
multiplied by (b) the applicable Per User Rate. If the Fee Commencement Date for any Subscription Service occurs
prior to its Live Date, then, for purposes of determining such fee for each month prior to such Live Date, the
number of Users will equal the applicable Baseline User Count.
1.1.4. The minimum subscription fee for each month will equal (a) the applicable Minimum User
Count, multiplied by (b) the applicable Per User Rate.
Section 2. Professional Services: Implementation Services.
2.1. H&W Implementation
2.1.1. Fee Table.
Service Fee
Alight Worklife Platform and Health and Welfare $50,000
Benefits Administration Ongoing Services
2.1.2 Invoicing. Implementation fees will be invoiced on or after the Effective Date.
Order Form 33

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Section 3. Professional Services: Managed Services and Customer Care Services
3.1. Health & Welfare Benefits.
3.1.1. Live Dates.
Service Category Targeted Live Date
Health & Welfare Benefits Managed Services – Annual Fall, 2024
Enrollment
Health & Welfare Benefits Managed Services – Ongoing April 1, 2024
Services
3.1.2. Fee Table.
Service Unit Baseline Minimum Frequency Fees Timeframe
Category Unit Unit
Count Count
Health & Welfare Benefits Administration Solutions
Standard Per H&W 2,550 2,295 Monthly $1.44 11/8/26 –
Health & Eligible 06/30/27
Welfare Participant
Benefits
Administration
Standard Per H&W 900 800 Monthly $1.44 11/8/26 –
Health & Eligible 12/31/27
Welfare Retiree
Benefits
Administration
Comprehensive Per H&W 2,550 2,295 Monthly $0.42 11/8/26 –
COBRA Eligible 06/30/27
Services Participant
Direct Billing Per Direct N/A N/A Monthly $5.00 11/8/26 –
Services or Bill 12/31/27
non-COBRA Participant
enrollees
Health FSA 328 See Fees Monthly $2.97 N/A – did
Professional Participant not go live
Services: The minimum monthly fee will
Flexible equal $490 regardless of the
Spending applicable Baseline Unit
Account Count.
Administration
Services
Affordable Flat Fee N/A N/A Annually $12,000 for the first 1,000 11/8/26 –
Care Act – H&W Eligible Participants; 06/30/27
Section $2,000 annually for each
6055/6056 additional 1,000 H&W Eligible
Employer Participants.
Reporting
Solutions Service is effective 1/1/2024
for 2024 tax year, coincident
Order Form 34

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Unit Baseline Minimum Frequency Fees Timeframe
Category Unit Unit
Count Count
Comprehensive with ongoing H&W
Solution administration services. The
(includes code full 12 months of the annual
derivation, fee should be paid prior to the
form delivery, first delivery of the tax forms.
tax filing, and
customer Federal Filings in the last year
service per of the Agreement are not
Services included.
Schedule)
The fee for each year will be
invoiced 40% in October, 40%
in November and 20% in
December.
Annual fee includes 3 EINs;
each additional EIN will cost
$500.
Fees assume that the entire
population requiring reporting
is administered on the Alight
Worklife platform (third party
data sources are not
included).
Annual fee includes 5% annual
allocation for corrected forms
or paper reprint requests and
$1.25 fee per form above 5%.
Postage is a pass-through
expense. Estimated postage
costs will be included on the
October invoice each year.
After forms are mailed,
additional charges (or credits)
will be invoiced based on
actual costs.
ACA Individual Flat Fee N/A N/A Annually $4,500 per state filing 11/8/26 –
State Mandate Includes CA, DC, NJ, and RI. 06/30/27
Filing assuming Federal 1095-C data
is utilized.
Alight Care
Health & Per H&W 2,550 2,295 Monthly $2.16 N/A
Welfare Eligible
Benefits Participant
Customer Care
Services
Additional Items
Single Sign-On Per SSO N/A N/A Per 2 SSOs included 11/8/26 –
(“SSO”) Transaction 06/30/27
Integration If additional SSOs requested
by Client, Alight will establish
Order Form 35

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
Service Unit Baseline Minimum Frequency Fees Timeframe
Category Unit Unit
Count Count
single sign-on (“SSO”)
integration with Client’s or its
third party vendors’ systems
for a one-time fee equal to
$2,000 per SSO integration if
Alight has other SSO
integrations with the
applicable party, and $5,000
per SSO integration with any
other party.
Change Orders N/A N/A N/A N/A Alight Worklife Platform 11/8/26 –
configuration changes are 12/31/27
included at no additional cost,
with exception of:
• New
development/changes to
3rd party/carrier
integrations
• New
development/changes to
HR/Payroll system
integrations
• Merger & Acquisition
activity
All other changes to the
Services will be subject to the
Change Order provisions of
the FSA and priced based on
project size and scope.
• The billing rate used for
Time and Materials (non-
fixed fee) projects will be
$289 per hour.
Audit Support N/A N/A N/A N/A For no additional charge, 11/8/26 –
and Data Alight will provide up to 100 12/31/27
Cleanup hours each year that can be
used at Client’s discretion for
audit support and data
cleanup or other manual
processing. Additional
charges may apply for any
additional support.
3.2. Monthly or Other Periodic Fees. Unless otherwise expressly provided in the table above,
monthly or other periodic fees shall be invoiced and paid in accordance with this Section.
3.2.1.1. The fees for each Service will commence on their respective fee commencement
dates.
Order Form 36

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
3.2.1.2. The fee for each applicable period will be invoiced in the month prior to the
applicable service period (e.g., January for February services).
3.2.1.3. The fee for each period is subject to a minimum fee calculated using the
applicable Minimum Unit Count.
3.2.2. Per Transaction and Other Fees. Unless otherwise expressly provided in the table above,
per transaction fees and other fees shall be invoiced and paid in accordance with this Section.
3.2.2.1. Fees will be invoiced monthly in arrears.
3.2.2.2. Any fee adjustments or reconciliations will be included on the invoices as
applicable.
3.3. Additional Terms for Health & Welfare Benefits Managed Services.
3.3.1.1. Fees assume a passive annual enrollment each year, with exception of plans
requiring an annual election (e.g., Flexible Spending Accounts, vacation buy sell).
3.3.1.2. Alight will not support Client’s annual benefit enrollment period during the final
year of the Services unless otherwise mutually agreed.
3.3.1.3. In connection with COBRA Services, Alight retains the administrative fees
collected from COBRA continuants, which equal 2% of the applicable premiums.
Section 4. Definitions.
4.1. “H&W Eligible Participants” means individuals with independent eligibility rights for 1 or more of
Client’s health and welfare plans and COBRA continuants.
4.2. “FSA Participant” means an individual that has an active FSA; provided that, if an individual has
both a health care and dependent care FSA, only one monthly fee will be charged for that individual. The monthly
fees commence the month the FSA Participant’s FSA is opened and will continue throughout the applicable plan
year (including any applicable grace or carry over period) and the run-out period thereafter during which Alight
will continue to process claims. The monthly fee attributable to any applicable grace, carryover or run-out period
for an FSA Participant is waived if such FSA Participant establishes the same type of FSA for the following plan
year. Otherwise, the fee will apply for so long as the FSA carries a balance during such grace, carryover or run-out
period.
Section 5. Fee Offsets.
5.1. Technology Credits. If and to the extent Alight receives technology credits from Voya in respect
of the insurance products listed below offered by Client to its employees, Alight agrees to apply any such
technology credits it receives from the applicable carrier to offset and reduce the fees payable hereunder (but not
below zero); provided that such technology credits may not be applied to offset or otherwise reduce fees
associated with ACA and other compliance services, reimbursement account services (e.g., FSAs/HSAs),
COBRA/direct billing services, postage or any other costs which Alight determines would not be permissible to
offset. The applicable insurance products are Accident Insurance, Critical Illness Insurance, Hospital Indemnity,
and any other insurance products mutually agreed by the Parties. Actual technology credits received may vary. If
and to the extent such technology credits do not cover all or any portion of the applicable fees, Client remains
responsible for payment of all fees when due. In order for Alight to receive such technology credits, Client may be
Order Form 37

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
required to execute certain documentation requested by the applicable carrier to approve payment of the
technology credits to Alight.
Section 6. Additional Terms.
6.1. Ongoing fees include cost efficiencies and productivity gains we plan to achieve during the term
of the agreement through re-engineering, global sourcing, and cost reduction initiatives.
6.2. Yearly annual renewals include rate changes to existing plan structure, and updates to effective
dates and zip code tables. Other yearly annual renewal changes such as carriers, eligibility groups, plan types
and enrollment content will be handled through Change Order provisions.
6.3. An annual enrollment budget is developed each year to support an active or passive enrollment
based on the scope of the enrollment effort (e.g., type of enrollment, plan changes, provider changes,
contribution rate changes, etc.). The annual enrollment budget will include the effort to support requirements
definition, setup, testing, documentation, additional staffing, and training, managing annual enrollment waves,
and computer processing.
6.4. Supporting administrative changes requested by Client, (e.g., plan changes, data file changes,
plan amendments, new plan offerings, work related to acquisitions and divestitures) may result in additional
one-time fees and/or changes to ongoing fees. Such changes shall be subject to the Change Order provisions.
6.5. Certain of the Services may involve the temporary deposit of Client or participant funds in an
Alight account until the funds are transferred to another party and/or until a check is cashed. Alight may invest
the balances in interest bearing accounts or other short-term investments and retain the earnings. To the
extent funds are held in demand deposit accounts, they may serve as compensating balances and reduce bank
fees otherwise payable by Alight. If checks are not presented for payment, funds will be notionally credited back
to the participants account balance and will appear as a credit on Client’s next funding notice within a
reasonable time following the 90-day presentment period. Any participant payments held by Alight that are to
be transferred to the Client will be transferred monthly. ACH transaction services are subject to the rules of
National Automated Clearinghouse Association (“NACHA Rules”). In accordance with the NACHA Rules, if Client
breaches such rules with respect to the ACH services, such services may be suspended until such breach is
cured. From time to time, Alight may review certain procedures regarding the ACH services as mandated by the
NACHA Rules.
Section 7. Fee Adjustment. All fees set forth in the table(s) above are subject to a 3% annual increase on each
anniversary of the applicable Fee Start Date.
Section 8. Pass-Through Expenses.
8.1. Except as otherwise expressly provided in this Schedule or in the applicable Service Schedule,
Client will reimburse Alight for the following pass-through expenses that are paid by Alight, specific to the Services:
8.1.1. Travel-related expenses.
8.1.2. Postage, shipping, express mail and messenger services.
8.1.3. Fulfillment, printing and related supplies.
8.1.4. Additional employee communications.
8.1.5. Translation and employee location services.
Order Form 38

Docusign Envelope ID: 14698D01-585D-815D-8098-D6E3D49166A4
8.1.6. Non-electronic records, paper files and outside records management suppliers.
8.1.7. Third party invoicing and billing portals.
8.1.8. Time and materials expenses incurred responding to requests for litigation support and
research.
8.2. All pass-through expenses will be invoiced monthly in arrears.
Section 9. Payment Terms.
9.1. Client shall pay Alight all fees and expenses within 30 days from date of invoice.
9.2. Interest at 0.75% per month will accrue on all past due amounts from the corresponding due date
until payment is received.
9.3. Unless otherwise expressly provided in this Schedule, all payments shall be made in US Dollars
(USD).
* * * * *
Order Form 39