Agreement

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ORDER OF PRECEDENCE OF DOCUMENTS 
 
Attachment A – Data Protection Agreement  
 
 
(covers PII) 
Exhibit A – Technical and Organizational 
 
Measures 
             Exhibit B – Details of Processing 
Attachment B – HIPPA Business Associate  
 
 
Agreement (covers PHI) 
 
Subscription and Services Agreement  
(unless otherwise expressly provided in a prospective Order Form  
for services that is presented to the City for prior review) 
Attachment C – Alight Well Order Form and 
Schedules 
Attachment D – Alight Health and Wellness Order 
Form and Schedules 
 
Attachment D-1 – SLA Schedule 
 
 
 
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ALIGHT SUBSCRIPTION AND SERVICES AGREEMENT 
This Subscription and Services Agreement (this “SSA”), effective upon full execution (the “Effective Date”), is 
by and between City of Chandler, with its principal place of business at 175 S ARIZONA AVE, CHANDLER, AZ 
85225-7526 (“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”).  
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. Contractual Framework. This SSA is a framework arrangement that sets forth terms for each 
Order Form (as defined below). This SSA does not establish any rights, obligations or liabilities unless, and 
only to the extent that, the terms of this SSA are incorporated into an Order Form, in which case such terms 
shall only be binding upon the parties to such Order Form. An Order Form may be entered into by the parties 
to this SSA or any of their respective affiliates, and all references to “Alight,” “Client” and “Party(ies)” in this SSA 
shall refer to the applicable entities that entered into such Order Form for purposes thereof. All references in 
this SSA to the “Agreement” shall refer to the Order Form inclusive of the terms of this SSA incorporated 
therein. Each Agreement is a separate and severable agreement between the applicable Parties thereto and 
each such Party shall be solely responsible for its obligations thereunder. 
Section 2. Overview. 
2.1. 
Scope. The services that Alight will provide to Client under the Agreement (the “Services”) may 
include software-as-a-service offerings (“Subscription Services”) and/or professional services (“Professional 
Services”). 
2.2. 
Order Forms. The Services will be described in one or more statements of work or other 
written ordering documents (each, an “Order Form”). To be effective, each Order Form must reference this 
SSA and be duly executed by an authorized representative of each Party. If there is a conflict between a term 
in this SSA and a term in any Order Form, the term in this SSA shall control unless otherwise expressly 
provided in such Order Form. 
2.3. 
Change Orders. Each Party may request changes in the Services. If the Parties agree to 
proceed with a change, a written change order (a “Change Order”) describing the change (including the 
impact of the change on scope and fees) shall be prepared by Alight and submitted to Client for review. Each 
Party is responsible for its own costs associated with developing a Change Order unless otherwise mutually 
agreed. To be effective, each Change Order must be identified as such and be duly executed (or otherwise 
approved via another mutually agreed method) by an authorized representative of each Party. Each Change 
Order shall be deemed an amendment to the Agreement. 
2.4. 
Business Requirements Documents. Where applicable, detailed requirements for the 
Services will be set forth in additional written documentation (the “Business Requirements Documents”) 
prepared by Alight and submitted to Client for review and approval. To be effective, the Business 
Requirements Documents must be approved in writing (which may be via email or other electronic 
acknowledgement) by an authorized representative of Client. If there is a conflict between the description of 
Services in the applicable Order Form and a related Business Requirements Document, the Business 
Requirements Document shall control. Notwithstanding anything to the contrary herein, Client’s right to use 
the Business Requirements Documents shall terminate upon the termination of the applicable Services. 
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2.5. 
Client Directions. Alight may receive other directions from Client that may be relied upon in 
providing the Services (e.g., interpretations of laws, policies, procedures and plans). If Alight reasonably 
requests any such direction, Client shall use reasonable efforts to provide such direction in a timely manner. 
2.6. 
Client Affiliates. Client may make the Services available to its affiliates that have not entered 
into a separate Order Form with Alight. Any use of the Services by any such affiliate shall be deemed use of 
the Services by Client and subject to all of the terms and conditions of the Agreement. Client shall cause any 
such affiliate to comply with all of Client’s obligations under the Agreement. Client shall be responsible for any 
such affiliate’s acts or omissions to the same extent as if such acts or omissions were by Client. 
Section 3. Subscription Services. This Section applies to any Subscription Services included in an Order 
Form. 
3.1. 
Access and Use. Alight hereby grants Client a non-exclusive, non-transferable (except in 
compliance with the assignment provisions of this SSA) right to access and use the Subscription Services 
during the term of the Agreement solely for use by Client and its Authorized Users (as defined below) for 
Client’s internal business purposes and otherwise in accordance with the terms and conditions of the 
Agreement. For purposes hereof, “Authorized Users” means Client’s employees and other related individuals 
who are, in accordance with the terms of the Agreement, authorized by Client to access and use the 
Subscription Services. Client shall be responsible for use of the Subscription Services by its Authorized Users 
to the same extent as if such use was by Client.  Alight may, in its reasonable discretion, modify the 
Subscription Services provided that such modification does not materially reduce the functionality of the 
Subscription Services. If the performance, integrity or security of the Subscription Services is adversely 
impacted or at risk of being compromised as a result of any act or omission by Client or any of its Authorized 
Users in violation of the Agreement, Alight may suspend access to the Subscription Services to the extent, and 
for so long as is, reasonably necessary to resolve the issue.  In any such event, Alight will promptly notify Client 
of such suspension and the Parties will cooperate in good faith to resolve the issue and restore access as soon 
as reasonably practicable. 
3.2. 
Access Credentials. Alight shall provide to Client and its Authorized Users any user names, 
passwords or other access credentials necessary to access and use the Subscription Services (“Access 
Credentials”).  Client shall be responsible for the security and use of its and its Authorized Users’ Access 
Credentials. 
3.3. 
Documentation. For purposes hereof, “Documentation” means any manuals or other 
materials that Alight provides or otherwise makes available to Client that describe the functionality, features 
or requirements of the Subscription Services. Alight hereby grants Client a non-exclusive, non-transferable 
(except in compliance with the assignment provisions of this SSA) right to use the Documentation during the 
term of the Agreement solely for use by Client and its Authorized Users for Client’s internal business purposes 
and otherwise in accordance with the terms and conditions of the Agreement. 
3.4. 
Warranties. Alight represents and warrants to Client that, throughout the term of the 
Agreement, the Subscription Services will perform in material accordance with the specifications in the 
applicable Order Form and any applicable Business Requirements Document. In the event of any failure of 
the Subscription Services to comply with such warranty, Alight shall, upon Client’s written request, correct 
such failure at its own expense to the extent such correction is reasonably necessary and practical under the 
circumstances.  Except as otherwise expressly provided in the applicable Order Form, the Subscription 
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Services are provided “as is” and Alight does not make, and hereby disclaims, any and all other 
warranties (express, implied or otherwise) with respect to the Subscription Services. 
3.5. 
Enhancements. Alight will provide to Client at no cost all updates and enhancements to the 
Subscription Services that Alight provides at no cost to all of its other similarly situated customers. 
3.6. 
Restrictions. Client shall not, and shall not permit any other Person (including any Authorized 
User) to, (a) access or use the Subscription Services except in accordance with the terms of the Agreement 
and the related Documentation, (b) use the Subscription Services in any manner that does not comply with 
applicable laws, (c) create derivative works based on, sell, license, transfer or otherwise grant rights to, reverse 
engineer or otherwise attempt to obtain source code in, or take any action that may interfere with any of 
Alight’s rights in or to, the Subscription Services, (d) bypass or breach any security protection used by, or 
otherwise damage or disrupt, the Subscription Services or (e) upload or otherwise provide to or through the 
Subscription Services any data or other material that is unlawful or intended to harm the Subscription Services 
or any data or systems related thereto. 
3.7. 
Client Systems. Client shall (a) acquire, operate and maintain all software, systems, 
equipment and services necessary for Client and its Authorized Users to access and use the Subscription 
Services (“Client Systems”) and (b) be responsible for all access to and use of the Subscription Services by or 
through Client Systems or any other means controlled by Client or any of its Authorized Users. 
Section 4. Professional Services. This Section applies to any Professional Services included in an Order 
Form. Alight represents and warrants to Client that (a) it shall provide the Professional Services in a 
professional and workmanlike manner, (b) the Professional Services shall conform in all material respects 
with the specifications for such Professional Services set forth in the applicable Order Form and any applicable 
Business Requirements Document, (c) its personnel shall have the skill and qualifications reasonably 
necessary to perform their respective duties with respect to the Professional Services and (d) it shall be 
responsible for payment of all salaries and social security, unemployment and other taxes related to its 
personnel.  In the event of any failure of the Professional Services to comply with such warranties, Alight shall, 
upon Client’s written request, correct such failure at its own expense to the extent such correction is 
reasonably necessary and practical under the circumstances.  Except as otherwise expressly provided in 
the applicable Order Form, the Professional Services are provided “as is” and Alight does not make, 
and hereby disclaims, any and all other warranties (express, implied or otherwise) with respect to the 
Professional Services. 
Section 5. Compensation. 
5.1. 
Fees and Expenses. The fees and expenses payable in connection with the Services provided 
under the Agreement, together with the terms under which such fees and expenses will be invoiced, paid and 
adjusted, shall be set forth in the applicable Order Form, and Client shall pay such fees and expenses to Alight 
in accordance therewith. 
5.2. 
Alight will pay all applicable taxes. The City is subject to all applicable state and local 
transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made 
under the terms of this Agreement, it is the responsibility of the Contractor to collect and remit all applicable 
taxes to the proper taxing jurisdiction of authority. 
5.3. 
Alight and all subcontractors will pay all Federal, state, and local taxes applicable to its 
operation and any persons employed by Alight. Alight will and require all subcontractors to hold the City 
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harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under 
Federal, state, and local laws and regulations and any other costs including transaction privilege taxes, 
unemployment compensation insurance, Social Security, and Worker’s Compensation. 
Section 6. Term and Termination. 
6.1. 
Term; Effect of Termination. The term of this SSA shall begin on the Effective Date and shall 
continue for a period of three years. The parties may agree to renew this SSA for up to two periods of two 
years each. The termination of this SSA shall not result in the termination of the Agreement. The term of the 
Agreement shall be set forth in the applicable Order Form. The termination of the Agreement shall not result 
in the termination of this SSA or any other Agreement. The rights and obligations of the Parties which, by their 
nature, should survive termination or expiration of the Agreement, shall survive such termination or 
expiration. 
6.2. 
Termination for Convenience. Client may elect to terminate this Agreement or any 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 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 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 plus the pro 
rata amount of implementation costs. The pro rata amount of implementation costs is determined by 
multiplying total implementation costs by the percentage of the remaining Agreement term. Example: Total 
implementation costs = $100,000; remaining agreement term when terminated 66.7% (terminated after first 
year of three year term); recoverable implementation costs = $66,700. For purposes of this clause, 
“implementation costs” means, if applicable, Alight’s incurred implementation costs to provide the Services 
described in Attachment C and Attachment D. 
6.3. 
Termination for Cause. Each Party may terminate the Agreement for cause if the other Party 
materially breaches the terms of the Agreement and such breach is not cured within 30 days after the non-
breaching Party delivered notice of such breach to the breaching Party. If a breach cannot reasonably be 
cured within such cure period 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 delivery of the applicable breach notice. 
Section 7. Client Obligations. 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 (“Service Users”) 
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. 
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Section 8. Confidentiality. 
8.1. 
Confidential Information. For purposes hereof, “Confidential Information” means all 
information, irrespective of the form thereof, disclosed by or on behalf of either Party (as applicable, the 
“Disclosing Party”) to the other Party (as applicable, the “Receiving Party”) or its Representatives (as defined 
below) in connection with the subject matter hereof that is marked confidential or which otherwise would be 
understood by a reasonable person in the position of the Receiving Party to be confidential in nature, 
including any such information regarding the Disclosing Party’s services, products, systems, software, 
marketing, pricing, operations, financial results, plans, strategies, trade secrets, know-how, methods and 
intellectual property and its relationship with employees, prospects, customers, suppliers and other third 
parties, as well as the terms of the Agreement; provided, however, that, except for personal data (which shall 
at all times be treated as confidential), “Confidential Information” shall not include any information that (a) is 
or becomes generally available to the public other than as a result of a disclosure thereof by the Receiving 
Party or its Representatives in violation hereof, (b) was or becomes available to the Receiving Party from a 
source (other than the Disclosing Party or its Representatives) that, to the Receiving Party’s knowledge, was 
not prohibited from disclosing such information pursuant to a contractual, legal or fiduciary obligation of 
confidentiality to the Disclosing Party or (c) is or was independently developed by the Receiving Party or its 
Representatives without the use of any information that would otherwise be Confidential Information 
hereunder. 
Legal Requirements. If the receiving party is requested or required to disclose any of the disclosing 
party's Confidential Information under a subpoena, court order, statute, law, rule, regulation or other 
similar requirement (a “Legal Requirement”), the receiving party will, to the extent not precluded by 
law, provide prompt notice of such Legal Requirement to the disclosing party so the disclosing party 
may seek an appropriate protective order or other appropriate remedy (e.g., withholding disclosure 
or proposing redactions (as deemed appropriate by the disclosing party) in accordance with the 
recognized common law exemption for business records, financial data, trade secrets or other 
applicable exemption to the Arizona Public Records Law (A.R.S. §§ 39-121 to -128)) or waive 
compliance with the provisions of this Agreement. If the disclosing party is not successful in obtaining 
a protective order or other appropriate remedy and the receiving party is, in the reasonable opinion 
of its counsel, legally compelled to disclose such Confidential Information, or if the disclosing party 
waives compliance with the provisions of this Agreement in writing, the receiving party may disclose, 
without liability hereunder, such Confidential Information in accordance with, but solely to the extent 
necessary, in the reasonable opinion of its counsel, to comply with the Legal Requirement. 
8.2. 
Restrictions. The Receiving Party shall not use the Disclosing Party’s Confidential Information 
for any purpose other than to exercise its rights or perform its obligations hereunder. The Receiving Party 
shall not, without the prior written consent of the Disclosing Party, disclose any of the Disclosing Party’s 
Confidential Information to any unrelated third party other than the Receiving Party’s affiliates and its and 
their directors, officers, employees, independent contractors, advisors, subcontractors, vendors, agents or 
other representatives (collectively, “Representatives”) who, in each case, (a) reasonably require access to 
such Confidential Information to assist the Receiving Party to exercise its rights or perform its obligations 
under the Agreement and (b) have a contractual, legal, professional or fiduciary obligation of confidentiality 
to the Receiving Party that is consistent in all material respects with the Receiving Party’s obligations of 
confidentiality to the Disclosing Party hereunder.  The Receiving Party shall be responsible for any use or 
disclosure of the Disclosing Party’s Confidential Information by any of its Representatives (in their capacity as 
such) to the extent such use or disclosure, if by the Receiving Party, would not be permitted hereunder. 
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8.3. 
Required Disclosure. Notwithstanding the foregoing and subject to the disclosure 
requirements of Arizona public records law and any redactions recognized by Arizona common law 
exemption for business records, financial data, trade secrets or other applicable exemption to the Arizona 
Public Records Law (A.R.S. §§ 39-121 to -128), if the Receiving Party or any of its Representatives is requested 
or required to disclose any of the Disclosing Party’s Confidential Information by law or legal process, then (a) 
the Receiving Party shall (if permitted by law) promptly notify the Disclosing Party and reasonably cooperate 
with the Disclosing Party (at the Disclosing Party’s expense) in its efforts to obtain an appropriate protective 
order or other remedy and (b) if such protective order or other remedy is not obtained, the Receiving Party 
or its Representative (as applicable) may disclose that portion of the Confidential Information which is legally 
required to be disclosed and shall use commercially reasonable efforts to obtain reasonable assurances that 
confidential treatment, if available, will be accorded such Confidential Information.  Notwithstanding the 
foregoing, the Receiving Party and its Representatives shall be permitted to disclose any Confidential 
Information without the consent of or notice to the Disclosing Party and without otherwise complying with 
the terms of this Section in connection with any ordinary course examination by a regulator, self-regulatory 
organization or similar supervisory authority, provided that such examination is not specifically directed at 
the Disclosing Party.  
8.4. 
Obligations on Termination. Subject to any other obligations herein with respect to the 
return or retention of information, following termination of the Agreement, the Receiving Party shall, and shall 
require its Representatives to, destroy all Confidential Information in the possession, or under the control, of 
the Receiving Party or its Representatives in connection with the Agreement; provided, however, that the 
Receiving Party and its Representatives shall be entitled to retain copies of Confidential Information to the 
extent necessary to comply with applicable law or published professional obligations or for litigation or bona 
fide records retention purposes, in each case, to the extent permitted by law. Notwithstanding the foregoing, 
to the extent that Confidential Information includes Client Personal Information, Alight shall endeavor to 
return such Confidential Information consistent with the relevant provisions of the DPA, as feasible.  
8.5. 
Injunctive Relief. In addition to any other remedy to which it may be entitled, the Disclosing 
Party shall be entitled to seek an injunction or other equitable remedy to prevent or enjoin breaches of this 
Section 8 (Confidentiality) by the Receiving Party or any of its Representatives. 
Section 9. Proprietary Rights. 
9.1. 
Client Data. As between the Parties, all right, title and interest, including all intellectual 
property rights, in and to all information and other materials provided or otherwise made available to Alight 
by or on behalf of Client or any Service User in connection herewith shall be owned by Client (“Client Data”). 
Client hereby grants Alight a non-exclusive, royalty-free right to use Client Data for the purpose of performing 
the Services and otherwise complying with any of its obligations or asserting any of its rights under this 
Agreement or any Order Form. Alight may use anonymized Client Data in compliance with applicable law. 
9.2. 
Deliverables. Client shall own all reports and records developed by or on behalf of Alight 
exclusively for Client in performing the Services except for any intellectual property rights of Alight or its 
Representatives therein (e.g., trademarks and templates) (“Deliverables”). 
9.3. 
Alight IP. As between the Parties, all right, title and interest, including all intellectual property 
rights, in and to all elements of the Services (including all trade names, trade secrets, know-how, methods, 
software, information and other materials) provided or otherwise made available to Client or the Service 
Users by or on behalf of Alight (including the Documentation), except for any Client Data incorporated therein 
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or any Deliverable, shall be owned by Alight (“Alight IP”).  Alight hereby grants Client a non-exclusive, royalty-
free right to use Alight IP to the extent necessary to enable Client to make reasonable use of the Services for 
its own internal business purposes; provided that Client shall not create derivative works based on, sell, 
license, transfer or otherwise grant rights to, reverse engineer or otherwise attempt to obtain source code in, 
or take any action that may interfere with any of Alight’s rights in or to, any Alight IP.  For the avoidance of 
doubt, Client’s right to use any Alight IP made available to Client or the Service Users by or on behalf of Alight 
in connection with the Services shall end upon the termination of such Services except to the extent such 
Alight IP is embedded in a Deliverable. 
9.4. 
Reservation of Rights. The Agreement does not grant or otherwise give either Party any right, 
title or interest in or to any of the other Party’s intellectual property or other proprietary rights (including any 
such rights developed or acquired under or in connection with the Agreement), except as expressly provided 
herein. 
Section 10. Compliance with Law. Each Party shall comply in all material respects with the laws applicable 
to its business, operations and employment of its personnel. As between the Parties, Client shall be 
responsible for (a) preparing, adopting and maintaining all documents establishing Client policies, procedures 
and plans and ensuring that such Client documents comply with applicable law, (b) interpreting and complying 
with such documents and all laws applicable to Client and (c) supervising the activities of Client’s vendors and 
other representatives (other than Alight). Client is responsible for ensuring that its own use of any data 
reported in connection with the Services complies with all applicable laws. To the extent applicable in 
connection with the Services, it is Alight’s expectation that Client will provide Alight with data that, if processed 
for payment, would result in a payment permitted under applicable law (including OFAC). Alight does not 
provide legal or tax advice. 
Section 11. Data Protection. 
11.1. 
Data Security and Privacy. The Parties shall comply with the terms and conditions of the 
Data Protection Agreement attached hereto (the “DPA”). If any “protected health information” (as defined 
under the Health Insurance Portability and Accountability Act of 1996) is created, received, maintained or 
transmitted by or on behalf of Alight for Client, then Alight and Client shall execute a Business Associate 
Agreement (a “BAA”). If Client directs Alight to provide Client Data or other information 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. If Client requires Alight to establish single sign-on 
integration with Client’s or any of its third party vendors’ systems, Alight will not be responsible for any 
authentication by Client or any such third party. 
11.2. 
Business Continuity. Alight shall maintain a business continuity and disaster recovery 
program based on generally accepted industry practices designed to reduce the effects of a significant 
disruption in Alight’s operations.  A summary of such program is in the DPA. 
11.3. 
Record Retention. Alight shall maintain records relating to the Services provided, and the 
fees payable under, the Agreement in accordance with Alight’s generally accepted accounting and business 
practices, as may be more specifically described in the applicable Order Form.  Client shall retain duplicate 
copies of any Client Data it provides or otherwise makes available to Alight. 
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Section 12. Remedies and Liability. 
12.1. 
Indemnification. Each Party (as applicable, the “Indemnifying Party”) shall indemnify the 
other Party and its affiliates (as applicable, each an “Indemnified Party”) against any and all losses, damages, 
liabilities and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by such 
Indemnified Party in connection with third party claims to the extent such Losses are a result of (a) any breach 
of the Agreement by the Indemnifying Party, (b) any negligent or more culpable act or omission (including 
willful misconduct) of the Indemnifying Party or any of its Representatives in connection with the subject 
matter of the Agreement, (c) any bodily injury (including death) or damage to real or tangible personal 
property caused by any negligent or more culpable act or omission (including willful misconduct) of the 
Indemnifying Party or any of its Representatives in connection with the subject matter of the Agreement or 
(d) any infringement of the intellectual property rights of a third party by use of Alight IP (if Alight is the 
Indemnifying Party) or Client Data (if Client is the Indemnifying Party) as contemplated hereunder.  For the 
avoidance of doubt, no Indemnified Party shall be entitled to indemnification under the Agreement for any 
Losses to the extent that such Indemnified Party has been otherwise compensated with respect to such 
Losses (including as a result of re-performance). 
12.2. 
Defense of Third Party Claims. If any third party claim is threatened or otherwise asserted 
that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified 
Party shall deliver a reasonably detailed notice thereof to the Indemnifying Party; provided that a failure to 
provide such notice shall not relieve the Indemnifying Party of any liability hereunder unless, and only to the 
extent that, the defense of such third party claim is prejudiced by such failure.  The Indemnifying Party may 
elect (but is not obligated) to assume and thereafter conduct the defense of such third party claim by promptly 
providing the Indemnified Party with notice to such effect; provided that the Indemnified Party shall have the 
exclusive right to assume and conduct the defense of any third party claim (a) to the extent such third party 
claim seeks an injunction or other equitable relief or may give rise to criminal liability, (b) if a material conflict 
of interest exists between the Indemnified Party and the Indemnifying Party with respect to such third party 
claim or (c) if the Indemnifying Party fails to vigorously defend such third party claim.  If the Indemnifying 
Party assumes such defense, the Indemnified Party may also participate in such defense with counsel of its 
choice and at its expense and shall otherwise reasonably cooperate with the Indemnifying Party in such 
defense. Neither the Indemnified Party nor the Indemnifying Party shall enter into any settlement of, or 
consent to the entry of any judgment arising from, any such third party claim without the other’s prior written 
consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the 
Indemnifying Party shall not be required to obtain the Indemnified Party’s consent for any such settlement or 
judgment that provides for the unconditional release of the Indemnified Party in connection therewith and 
solely involves the payment of monetary damages (i.e., no injunction or other equitable relief) for which the 
Indemnified Party will be indemnified hereunder. 
12.3. 
Related Third Party Claims. The Indemnified Parties other than the Parties are not intended 
third party beneficiaries of the Agreement. Rather, all claims arising from or related to the Agreement shall 
be made by a Party and each Party shall be indemnified by the other Party against any Losses incurred in 
connection with any such claim made directly by such other Party’s related Indemnified Parties. 
12.4. 
Mitigation. Each Indemnified Party shall use reasonable efforts to mitigate any Losses it 
incurs in connection with the Agreement and the Parties shall reasonably cooperate to mitigate the effects of 
any of the events giving rise to such Losses. 
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12.5. 
LIMITATION OF LIABILITY. Notwithstanding anything to the contrary herein, each 
Party’s maximum aggregate liability arising from or related to the Agreement shall not in any event 
exceed an amount equal to three (3) times the average annual fees paid or payable to Alight in 
connection with the Agreement (the “General Cap”); provided that such limitation shall not apply to 
liabilities resulting from a breach by a Party of its obligations under Section 8 (Confidentiality), 
Section 11.1 (Data Security and Privacy), the DPA or, if applicable, the BAA, for which liabilities a Party’s 
maximum aggregate liability shall not in any event exceed an amount equal to $1,000,000 (the “Data 
Cap”) (it being understood and agreed that liabilities subject to the General Cap shall not apply toward 
the Data Cap and vice versa).  The limitations in this Section shall apply to any and all liabilities of any 
nature whatsoever and to all legal theories of recovery (including breach of contract or warranty, 
breach of fiduciary duty, tort (including negligence), failure of essential purpose, strict or statutory 
liability, contribution or any other cause of action and regardless of whether asserted as a direct claim, 
a third party claim or otherwise); provided that such limitations shall not apply to any liability 
resulting from (a) any fraudulent, criminal or willful and intentional misconduct by a Party or any of 
its Representatives, (b) a Party’s indemnification obligations under Section 12.1(c) (Bodily Injury and 
Property Damage), Section 12.1(d) (IP Infringement) and Section 12.3 (Related Third Party Claims), (c) 
a breach by Client of any of its payment obligations hereunder or (d) any other liability which may not 
be limited under applicable law.  Any Losses incurred by a Party as a result of any third party claim 
arising from or related to the Agreement that is made by any of the other Party’s Representatives (and 
including in the case of Client any Service User) shall apply toward the General Cap or Data Cap (as 
applicable). 
12.6. 
CONSEQUENTIAL DAMAGES. Notwithstanding anything to the contrary herein, to the 
extent permitted by law, in no event shall either Party be liable for any loss of anticipated savings, 
loss of data, harm to reputation, impaired goodwill or lost productivity, lost profits or revenue, 
diminution in value or consequential, indirect, incidental, special, punitive or exemplary damages 
suffered by the other Party or its Representatives arising from or related to the Agreement, regardless 
of the applicable legal theory of recovery (including breach of contract or warranty, breach of fiduciary 
duty, tort (including negligence), failure of essential purpose, strict or statutory liability, contribution 
or any other cause of action) or the foreseeability thereof (and whether or not such Party was advised 
of the possibility thereof). 
Section 13. Insurance. Alight shall, at its own expense, maintain the following insurance coverages with 
insurers rated A-VII or better in the A.M. Best Key Rating Guide for Property and Casualty Insurance 
Companies: (a) workers’ compensation and related insurance as prescribed by applicable law; (b) employer’s 
liability insurance with limits of $1,000,000 USD for bodily injury per occurrence; (c) general liability insurance 
in the amount of $2,000,000 USD per occurrence and $4,000,000 USD in the aggregate; and (d) professional / 
cyber liability insurance in the amount of $5,000,000 USD in the aggregate.  Upon Client’s request, Alight shall 
provide Client with certificates of insurance evidencing such coverages. 
A. 
Minimum Scope and Limits of Insurance:  Contractor must provide coverage with limits of liability 
stated below.  
 
1. 
Commercial General Liability – Occurrence Form  
Said insurance must also include coverage for products completed operations, personal injury, property 
damage, and advertising injury. 
 
 
 
Products –  
Completed Operations Aggregate 
 
$4,000,000 
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Each Occurrence 
 
 
 
$2,000,000 
 
The City of Chandler, its agents, representatives, officers, directors, officials, employees, and volunteers shall 
be included as an additional insured with respect to liability arising out of the activities performed by 
Contractor.  
 
2. 
Worker’s Compensation and Employers' Liability 
 
 
 
Workers' Compensation  
 
 
 
Statutory 
 
 
Employers' Liability 
 
 
 
Each Accident  
 
 
$1,000,000 
 
 
Disease – Each Employee 
 
$1,000,000 
 
 
Disease – Policy Limit  
 
$1,000,000 
 
Policy shall contain a waiver of subrogation against the City of Chandler. 
 
3. 
Tech E&O and Network Security & Privacy Liability Insurance (Cyber)  
In addition to the insurance requirements set forth in the Agreement, Contractor agrees to provide the 
following insurance coverage and limits of coverage as part of this Agreement. 
  
For Service Contracts under $500,000 limits:  
 
Per Claim 
 
 
$3,000,000 
Aggregate 
 
 
$3,000,000 
 
  
 For Service Contracts over $500,001 limits:  
 
Per Loss 
 
 
$5,000,000 
Aggregate 
 
 
$5,000,000 
  
The policy shall cover acts, errors or omissions resulting from the performance of the Services of this 
Agreement. In the event that the professional liability insurance required by this Agreement is written on a 
claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective 
date of this Agreement; and that either continuous coverage will be maintained for an extended discovery 
period will be exercised for a period of two (2) years beginning at the time work under this Agreement is 
completed. If such insurance is maintained on an occurrence form basis, Contractor shall maintain such 
insurance for an additional period of one (1) year following termination of Agreement. If Contractor contends 
that any of the insurance it maintains pursuant to other sections of this clause satisfies this requirement (or 
otherwise insures the risks described in this section), then Contractor shall provide proof of same. The 
insurance shall provide coverage for the following risks:  
 
3.1 
Liability arising from theft, dissemination and / or use of confidential information (a defined term 
including but not limited to bank account, credit card account, personal information such as name, address, 
social security numbers, etc. information) stored or transmitted in electronic form. 
 
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3.2 
Network Security Liability arising from the unauthorized access to, use of or tampering with computer 
systems including hacker attacks, inability of an authorized third party, to gain access to your services 
including denial of service, unless caused by a mechanical or electrical failure. 
 
3.3 
Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a 
customer’s or third person’s computer, computer system, network or similar computer related property and 
the data, software, and programs thereon. 
 
B.  
Additional Insurance Requirements: With the exception of the Tech E&O and Network Security & 
Privacy Liability Insurance (Cyber) Insurance, the policies must contain, or be endorsed to contain, the 
following provisions: Contractor’s insurance coverage must be primary insurance and non-contributory with 
respect to the obligations that Contractor has undertaken under this Agreement and also contain a waiver of 
subrogation against the City, its officers, officials, volunteers, and employees, for losses arising from work 
performed by the Contractor under this Agreement. 
 
C. 
Notice of Cancellation:  Each insurance policy required by the insurance provisions of this Agreement 
must provide the required coverage and Alight must provider thirty (30) days prior written notice of 
cancellation to the City except for non-payment of premium for which a ten (10) day notice will be provided. 
Such notice must be sent directly to the addresses listed below and must be sent by certified mail, return 
receipt requested: 
 
City of Chandler 
Attention:  Purchasing Division 
P.O. Box 4008, Mail Stop 901 
Chandler, Arizona 85244-4008  
 
 
Phone: (480) 782-2400  
 
 
Email: purchasing@chandleraz.gov  
 
With a copy to: Office of the City Attorney 
 
 
 
 
 
 
 
 
 
 
 
Attention: Risk Management 
 
 
 
175 South Arizona Avenue 
 
 
 
P.O. Box 4008 Mail Stop 602 
 
 
 
Chandler, Arizona  85244-4008 
 
 
 
Phone: (480) 782-4640 
 
 
 
Fax: (480) 782-4652 
 
 
 
Email: legal.notices@chandleraz.gov 
 
D. 
Acceptability of Insurers:  Insurance is to be placed with insurers duly licensed or approved unlicensed 
companies in the State of Arizona and with an "A.M. Best" rating of A- VII.  City in no way warrants that the 
above-required minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency. 
 
E. 
Verification of Coverage:  Contractor must furnish City with certificates of insurance (ACORD form or 
equivalent approved by City) as required by this Agreement. The certificates for each insurance policy are to 
be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be 
received upon execution of the Agreement. Each insurance policy required by this Agreement must be in 
effect at or prior to commencement of work under this Agreement and remain in effect for the duration of 
the Agreement. Failure to maintain the insurance policies as required by this Agreement or to reasonably 
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provide evidence of renewal is a material breach of this Agreement. All certificates required by this Agreement 
must be sent directly to the City of Chandler Information Technology Department with a copy to Risk 
Management as the addresses listed in Section C. The Agreement number and description are to be noted on 
the certificate of insurance.  
 
F. 
Approval: Any modification or variation from the insurance requirements in this Agreement must have 
prior approval from the Office of the City Attorney, whose decision will be final. Such action will not require a 
formal contract amendment but may be made by administrative action. 
 
Section 14. Dispute Resolution. In the event of any dispute arising from or related to the Agreement, the Parties shall for a 
period of at least 30 days attempt in good faith to negotiate a resolution thereof, including by escalating the matter to the 
managers of the persons with direct responsibility for administration of the Agreement; provided that the foregoing shall not 
limit a Party’s right to commence legal proceedings to prevent irreparable harm. All communications in connection therewith 
shall be treated as compromise and settlement negotiations without prejudice for purposes of applicable rules of evidence. 
Section 15. Miscellaneous. 
15.1. 
Entire Agreement. The Agreement, together with any Business Requirements Document and 
Change Order, the DPA and, if applicable, the BAA and all exhibits and schedules referenced herein and 
therein, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof 
and thereof, and supersedes all prior and contemporaneous understandings, agreements, representations 
and warranties, both written and oral, with respect to such subject matter. 
15.2. 
Severability. If any provision of the Agreement, or the application thereof to any person, place 
or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the 
remainder of the Agreement and such provision as applied to other persons, places or circumstances shall 
remain in full force and effect and such invalid, void or unenforceable provision shall be enforced to the fullest 
extent permitted by law. 
15.3. 
Amendment; Waiver. Neither this SSA nor the Agreement may be amended or otherwise 
modified unless such amendment or modification is set forth in writing, identified as an amendment or 
modification thereof and duly executed by an authorized representative of each of the applicable Parties. No 
provision of this SSA or the Agreement may be waived unless such waiver is set forth in writing, identified as 
a waiver thereof and signed by an authorized representative of the waiving Party. An amendment or waiver 
of this SSA shall have no effect on any Agreement in effect at the time of such amendment or waiver unless 
otherwise agreed by each of the applicable Parties. An amendment or waiver of the Agreement shall have no 
effect on this SSA or any other Agreement. Except as otherwise provided in the Agreement, no failure or delay 
by a Party in exercising any right under the Agreement shall operate as a waiver thereof, nor shall any single 
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. 
15.4. 
Assignment. A Party may not assign this SSA or the Agreement without the prior written 
consent of the applicable non-assigning Party and any purported assignment without such consent shall be 
void and unenforceable; provided that a Party may, without obtaining such consent, assign this SSA or the 
Agreement (as applicable) to any affiliate of such Party or to any person in connection with any sale or other 
transfer of all or substantially all of the business or assets of such Party. The assigning Party will notify the 
non-assigning Party of the assignment in writing within thirty (30) days of the assignment. Notwithstanding 
the foregoing, Alight may engage affiliates, subcontractors and other third parties to perform a portion of the 
Services; 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. 
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15.5. 
No Third Party Beneficiaries. The Agreement shall be binding upon and inure to the benefit 
of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, 
is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any 
nature whatsoever under or by reason of the Agreement. 
15.6. 
Relationship of the Parties. The relationship between the Parties is that of independent 
contractors and the Agreement will not establish any agency, partnership, joint venture, fiduciary, franchise 
or employment relationship between the Parties (or between one Party and the Representatives of the other 
Party). Neither Party by virtue of the Agreement shall have any right, power or authority, express or implied, 
to bind the other Party. Except for its express obligations hereunder, the method and manner for 
performance of the Services shall be under the exclusive control of Alight. 
15.7. 
Force Majeure; Excused Performance. Notwithstanding anything to the contrary herein, 
neither Party shall be liable for, nor be deemed to be in breach hereof as a result of, any failure to comply 
with its obligations hereunder (except for any of Client’s payment obligations hereunder) to the extent 
attributable to any act of God, flood, fire, earthquake, hurricane, act of war or other hostility, act of terrorism, 
governmental action or inaction, civil unrest, national emergency, epidemic (including COVID-19), strike or 
other labor dispute, act or omission by a third party or a third party product or service, power, 
telecommunication or other service outage or any other cause or circumstance beyond the reasonable 
control of such Party; provided that nothing in this Section shall limit or otherwise affect Alight’s obligation to 
execute its business continuity and disaster recovery program.  The affected Party shall give the other Party 
prompt notice of any such event and use commercially reasonable efforts to end and minimize the effects 
thereof. In addition, notwithstanding anything to the contrary herein, Alight shall not be liable for, nor be 
deemed to be in breach hereof as a result of, any failure to comply with its obligations hereunder or any other 
act or omission attributable to (a) any failure by Client to comply with its obligations or perform its assigned 
tasks hereunder, (b) Alight’s reliance upon any Client direction or any information provided or otherwise made 
available to Alight by or on behalf of Client or any Service User in performing the Services or (c) any act or 
omission of any Client vendor or other Representative (other than Alight).  The Parties shall use commercially 
reasonable efforts to mitigate the effects of any of the foregoing circumstances. 
15.8. 
Choice of Law; Jury Trial Waiver. This SSA and the Agreement and any dispute or claim 
arising out of or in connection therewith or the subject matter or formation thereof (including non-contractual 
disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Arizona 
without regard to conflict of law principles that would cause the application of the laws of any other 
jurisdiction. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation 
or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this SSA 
or the Agreement or the subject matter or formation thereof (including non-contractual disputes or claims), 
in any forum other than a court of competent jurisdiction located in Maricopa County, AZ. (and any court from 
which an appeal therefrom may be validly taken) and hereby expressly and irrevocably submits to the 
exclusive personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any 
claim of improper venue and any claim that such courts are an inconvenient forum.  Each Party irrevocably 
and unconditionally waives any right it may have to a trial by jury in respect of any proceeding 
(whether in tort, contract or otherwise) arising out of or in connection with this SSA or the Agreement 
or the subject matter or formation thereof. 
15.9. 
Counterparts. This SSA and each Order Form may be executed in any number of 
counterparts, each of which when so executed and delivered shall constitute an original, but such 
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counterparts shall constitute one and the same instrument.  This SSA and each Order Form may be executed 
and delivered electronically. 
15.10. Interpretation. Unless the express context otherwise requires, the words “hereof”, “herein”, 
“hereunder” and words of similar import refer to the Agreement as a whole and not to any particular provision 
of the Agreement, references to a specific section, exhibit or schedule in this SSA or an Order Form refer to 
the sections, exhibits or schedules in this SSA or such Order Form (as applicable) unless otherwise expressly 
provided and the words “include”, “including” and words of similar import shall be deemed to be followed by 
the words “without limitation”.  Each Business Requirements Document and Change Order, the DPA and, if 
applicable, the BAA and all exhibits and schedules referenced herein or therein are incorporated in and made 
a part of the Agreement as if set forth in full herein. The captions or headings in the Agreement are for 
convenience only and shall not be considered a part of or affect the construction or interpretation of any 
provision of the Agreement. 
15.11. Notices. All notices under the Agreement shall be in writing and shall be deemed to have been 
given on the next business day after it is sent, if sent by overnight courier service (provided delivery is 
confirmed), or when actually received, if sent by other means, in each case, to the address of the applicable 
Party first written above (in the case of notices to Alight, to the attention of the Legal Dept.) or at such other 
address as shall be specified in the Agreement or by notice delivered in accordance herewith. 
15.12. Publicity. The Parties shall agree upon the content and timing of any press release regarding 
the subject matter of the Agreement. Notwithstanding anything to the contrary herein, Alight may disclose in 
its client lists, proposals and other communications (including social media and case studies) the fact that it 
provides Services to Client so long as no Client Confidential Information is disclosed in connection therewith. 
15.13. Covenant Against Contingent Fees. Contractor warrants that no person has been 
employed or retained to solicit or secure this Agreement upon an agreement or understanding for a 
commission, percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, 
or any City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or 
violation of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct 
from the Agreement price or consideration, the full amount of such commission, percentage, brokerage, 
or contingent fee. 
15.14. No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor 
is not currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of 
Israel as defined by state statute. 
15.15. Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a 
contract to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). 
Therefore, Contractor agrees Contractor and each subcontractor will comply with all federal immigration 
laws and regulations that relate to their employees and their compliance with§ 23-214, subsection A.  
15.16. Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from 
awarding a contract to any natural person who cannot establish that such person is lawfully present in 
the United States. To establish lawful presence, a person must produce qualifying identification and sign 
a City-provided affidavit affirming that the identification provided is genuine. This requirement will be 
imposed at the time of contract award. This requirement does not apply to business organizations such 
as corporations, partnerships, or limited liability companies such as Alight. 
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15.17. Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor 
certifies and agrees Contractor does not currently use and will not use for the term of this Agreement: 
(i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services 
produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors, 
subcontractors or suppliers that use the forced labor or any goods or services produced by the forced 
labor of ethnic Uyghurs in the People's Republic of China. 
 
* 
* 
* 
* 
* 
 
This Agreement shall be in full force and effect only when it has been approved and executed by the duly 
authorized City officials. 
 
 
FOR THE CITY 
FOR THE CONTRACTOR 
 
By: _________________________________________ 
 
By: _________________________________________ 
 
Its:                                Mayor 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney   
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
City Clerk 
 
 
 
 
 
 
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Attachment A 
DATA PROTECTION AGREEMENT 
This Data Protection Agreement (this “DPA”), effective upon execution (the “Effective Date”), is by and 
between City of Chandler (“Client”), and Alight Solutions LLC (“Alight” and, together with Client, each a “Party” 
and collectively the “Parties”). This DPA is entered into in connection with services to be provided by Alight to 
Client (“Services”) under that certain Subscription and Services Agreement, effective upon execution, by and 
between the Parties (the “Services Agreement”), pursuant to which Alight may be required to process 
Personal Data (as defined below). 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. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings 
ascribed thereto in the Services Agreement. Unless the express context otherwise requires, any reference to 
the Services Agreement includes any order form, statement of work or other ordering document entered into 
thereunder. 
1.1. 
“Data Protection Laws” means all applicable laws and regulations regarding 
privacy, security or data protection, including, as applicable, the California Consumer Privacy Act 
of 2018 (“CCPA”), the California Privacy Rights Act of 2020 (“CPRA”), the Health Insurance 
Portability and Accountability Act of 1996 (“HIPAA”),  the EU General Data Protection Regulation 
2016/679 (“GDPR”), the Gramm-Leach-Bliley Act (“GLBA”), the UK Data Protection Act of 2018 or 
the New York Department of Financial Services Regulations, as any are amended, repealed or 
replaced. 
1.2. 
“Data Subject” means, with respect to any Personal Data, the subject of such 
Personal Data. 
1.3. 
“Personal Data” means any information processed by or on behalf of Alight for 
Client in connection with the Services Agreement that (a) relates to an identified or identifiable 
natural person, where an identifiable natural person is one who can be identified, directly or 
indirectly, from such information alone or in combination with other information processed by 
or on behalf of Alight,  in particular by reference to an identifier such as a name, an identification 
number, location data, an online identifier or to one or more factors specific to the physical, 
physiological, genetic, mental, economic, cultural or social identity of that natural person or (b) is 
otherwise protected under the Data Protection Laws. 
1.4. 
“Processing” or “Process(es)” means (a) any operation or set of operations that 
are performed on Personal Data or on sets of Personal Data, whether or not by automated 
means, including collection, storage, adaptation or alteration, retrieval, use, disclosure, erasure 
or destruction, and (b) any other activity involving Personal Data included in the definition of 
“processing” under Data Protections Laws. 
1.5. 
“Standard Contractual Clauses” or “SCCs” means the standard contractual 
clauses for the transfer of personal data from the European Union (“EU”) or the European 
Economic Area (“EEA”) to third countries annexed to the Commission Implementing Decision (EU) 
2021/914 of 4 June 2021, or any successor documents or transfer mechanisms. 
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1.6. 
“Subprocessor” means any person (other than an employee), including Alight’s 
affiliates, appointed by or on behalf of Alight to Process Personal Data on behalf of Client. 
1.7. 
“UK IDTA” means the International Data Transfer Addendum to the SCCs, version 
B1.0, approved by the United Kingdom (“UK”) parliament on 21 March 2022, issued under Section 
119A of the Data Protection Act 2018 to comply with Article 46 of the UK GDPR when making 
restricted transfers, or any successor documents or transfer mechanisms. 
Section 2. Processing Personal Data. 
2.1. 
Instructions; Limits on Use. Client hereby appoints and instructs Alight to 
Process Personal Data for the purpose of performing the Services and otherwise complying with 
any of its obligations or asserting any of its rights under the Services Agreement and this DPA, 
complying with applicable law and complying with any other instruction provided by or on behalf 
of Client (the “Purpose”). Alight shall only retain, use, disclose or otherwise Process Personal Data 
for the Purpose. Alight shall immediately notify Client if, in its opinion, an instruction provided by 
or on behalf of Client is in conflict with any Data Protection Law; provided that Alight shall have 
no responsibility to seek out or discover such conflicts or to otherwise ensure that such conflicts 
do not exist. In the event Alight notifies Client of any such conflict, Alight may suspend the 
execution of the applicable instruction to the extent necessary to avoid such conflict while the 
Parties cooperate in good faith to resolve such matter in a timely manner. 
2.2. 
Limits on Disclosure. Alight shall not disclose any Personal Data to any third 
party except as necessary to fulfill the Purpose and otherwise in accordance with this DPA. If 
Alight or any of its representatives is requested or required to disclose or otherwise Process any 
Personal Data by law or legal process, then Alight shall (if permitted by law) promptly notify Client 
and reasonably cooperate (at Client’s expense) in Client’s efforts to obtain an appropriate 
protective order or other remedy.  Client shall only disclose Personal Data to Alight to the extent 
requested by Alight or as otherwise necessary for the Purpose. 
2.3. 
Compliance with Data Protection Laws. Each Party shall comply with its 
obligations under Data Protection Laws. Alight shall provide reasonable assistance to Client with 
meeting its obligations under Data Protection Laws in relation to the Processing of Personal Data, 
taking into account the nature of Alight’s Processing and the information available to Alight. 
2.4. 
Supervisory Authority Requests. If Client receives a request for information 
from a competent supervisory authority in relation to Processing of Personal Data by Alight 
(including details regarding the Purpose), Alight shall provide reasonable assistance to Client in 
responding to such request to the extent Client does not otherwise have access to such 
information, and taking into account the nature of the Processing and information available to 
Alight. 
2.5. 
Data Protection Impact Assessment and Prior Consultation. Alight shall 
provide reasonable assistance to Client with any data protection impact assessments, and prior 
consultations with supervising authorities or other competent data privacy authorities, which 
Client reasonably considers to be required by the Data Protection Laws, in each case solely in 
relation to Processing of Personal Data by, and taking into account the nature of the Processing 
and information available to, Alight. 
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2.6. 
Data Subject Rights. Alight shall promptly notify Client if it receives any request 
from a Data Subject asserting rights under Data Protection Laws with respect to their Personal 
Data. Alight will not respond to any such request except on the written instructions (including 
email) of Client or as required by Data Protection Laws, in which case Alight shall, to the extent 
permitted by such Data Protection Laws, inform Client of such requirement prior to such 
response. Alight will provide Client with reasonable assistance in its efforts to fulfill its obligations 
to respond to such requests, including by providing access to or information about, deleting or 
modifying the relevant Personal Data, in each case, to the extent required under and in 
accordance with Data Protection Laws. If Alight is unable to provide any such assistance for 
reasons permitted under Data Protection Laws, Alight shall promptly notify Client of such fact 
and shall provide such assistance promptly after the reasons for not doing so have expired. 
2.7. 
Return and Destruction. Upon written request of Client following termination 
or expiration of the Services Agreement, Alight shall, and shall require its Subprocessors to, (a) 
return a complete copy of all Personal Data to Client by secure file transfer in Alight’s customary 
format and (b) delete or render permanently anonymous all other copies of Personal Data. Alight 
shall comply with any such written request within 20 business days. Alight and its Subprocessors 
may retain Personal Data as necessary to fulfill the Purpose and comply with applicable law, in 
which case the terms of this DPA shall continue to apply to such Personal Data for so long as it is 
retained. 
2.8. 
Recordkeeping. Alight shall keep accurate and up-to-date records regarding any 
Processing of Personal Data, including (a) records regarding access to and security of the 
Personal Data, the purposes and categories of Processing the Personal Data and its 
Subprocessors and (b) any other records as required by Data Protection Laws. This DPA serves 
as record of processing activities as required under art. 30(2) GDPR. 
2.9. 
Employees. Personal Data shall only be accessed by Alight employees who 
require such access to assist Alight in connection with the Purpose. Unless otherwise restricted 
by applicable local laws, Alight requires all new employees be subjected to a comprehensive pre-
employment background check in accordance with industry standards, local laws, and customs. 
Alight requires that agreements that include non-disclosure / confidentiality provisions be signed 
by all new employees. Alight provides employees with periodic data security and privacy training. 
2.10. 
Subprocessors. Client generally authorizes Alight to appoint Subprocessors to 
support 
performance 
of 
the 
Services. 
 
Alight 
will 
list 
its 
Subprocessors 
at 
https://splist.alight.com/sites/SPList/pages/Home.aspx. This website will allow Client to sign up 
to receive email notifications of any change in the list of Subprocessors. Solely to the extent 
necessary to comply with Data Protection Laws, Client shall have the right to object to any such 
change within 10 business days of such notice; provided that Client may only object on the basis 
of reasonable concerns that the new or replacement Subprocessor is not capable of providing 
the level of protection of Personal Data required by this DPA. If Client does not object to the 
appointment within such period of time, Alight may engage the new or replacement 
Subprocessor to Process Personal Data. If Client objects to the appointment within such period 
of time, Alight may choose to (a) not use such Subprocessor or (b) take the corrective steps 
requested by Client in its objection and use the Subprocessor. Alight shall work with Client in 
good faith to make available materials evidencing any Subprocessor’s ability to provide the level 
of protection of Personal Data required by this DPA.  Alight shall remain responsible for the use, 
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disclosure or other Processing of Personal Data by any of its Subprocessors to the same extent 
as if such use, disclosure or other Processing was by Alight.  Before any Subprocessor Processes 
Personal Data, Alight will carry out adequate due diligence to determine that such Subprocessor 
is capable of providing the level of protection of Personal Data required by this DPA.  The 
arrangement between Alight and each Subprocessor will be governed by a written contract that 
contains requirements that are consistent and no less stringent than those that apply to Alight 
under this DPA. Alight represents that it maintains a vendor security program that assesses 
Subprocessors’ compliance with such contracts. Upon Client’s written request, Alight shall make 
a summary of Subprocessor data protection terms available to Client (redacted, if necessary, to 
protect any confidential information). 
Section 3. Technical and Organizational Measures. Alight shall implement and maintain appropriate 
physical, technical, organizational and administrative measures that conform to industry best practices, 
standards, and customs to protect against the unauthorized destruction, loss, access to or alteration of 
Personal Data, including the measures listed in Exhibit A attached hereto and incorporated herein. The 
measures implemented by Alight to protect Personal Data shall be consistent and no less stringent than what 
is required under Data Protection Laws. Alight shall implement and maintain written privacy and information 
security policies consistent with industry best practices, standards, and customs. 
Section 4. Data Security Incident Notification and Response. 
4.1. 
Alight shall notify Client without undue delay and in accordance with the 
requirements of applicable Data Protection Laws of any confirmed or reasonably suspected 
breach of security by Alight or any of its Subprocessors leading to the unlawful or unauthorized 
access, alteration, destruction, disclosure or loss of Personal Data (a “Data Security Incident”). 
4.2. 
In the event of a Data Security Incident, Alight shall take reasonable and 
appropriate measures that conform to industry best practices, standards, and customs to (a) 
investigate the impact of such Data Security Incident, (b) identify the root cause of such Data 
Security Incident, (c) remedy the Data Security Incident and (d) prevent a reoccurrence of such 
Data Security Incident. 
4.3. 
Alight will provide Client without undue delay information regarding the nature 
and consequences of the Data Security Incident, to the extent known by Alight, including any 
such information necessary to allow Client to notify relevant parties in accordance with Data 
Protection Laws. 
Section 5. Audits. 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 DPA; provided that Client may not exercise its audit rights hereunder more than one time in any 12-month 
period (unless otherwise required by law or 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 reasonably 
acceptable to Alight.  Audits under this DPA shall be subject to any additional terms and conditions regarding 
audits in the Services Agreement. 
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Section 6. CCPA/CPRA. This Section shall apply to any Personal Data that is governed by CCPA/CPRA. 
6.1. 
Client represents and warrants to Alight that any Personal Data disclosed by or 
on behalf of Client hereunder is provided solely for the Purpose, which is a “Business Purpose” 
(as defined under CCPA/CPRA). 
6.2. 
Alight shall only retain, use and disclose Personal Data for the Purpose and not 
for any other commercial purpose or otherwise outside the relationship between Alight and 
Client. Alight shall not sell or share Personal Data in violation of CCPA/CPRA. Alight shall comply 
with its obligations under CCPA/CPRA. Alight shall promptly notify Client if it can no longer comply 
with its obligations under CCPA/CPRA. 
6.3. 
Alight acknowledges and agrees that Client shall have the right to take reasonable 
and appropriate steps to (a) ensure that Alight uses the Personal Data in a manner consistent 
with Client’s obligations under CCPA/CPRA and (b) stop and remediate unauthorized use of 
Personal Data. 
6.4. 
Client shall promptly inform Alight of any consumer request made pursuant to 
CCPA/CPRA that Alight must comply with, and provide the information necessary for Alight to 
comply with such request. 
Section 7. HIPAA. If any “protected health information” (as defined under HIPAA) is created, received, 
maintained or transmitted by or on behalf of Alight for Client, then Alight and Client shall execute a HIPAA 
business associate agreement. 
Section 8.  Details of Processing. Certain information regarding Alight’s Processing of Personal Data 
required by Article 28(3) of GDPR is set forth in Exhibit B attached hereto and incorporated herein. Client may 
make reasonable amendments to Exhibit B by notice to Alight from time to time as Client reasonably 
considers necessary to meet such requirements.  Nothing in Exhibit B confers any right or imposes any 
obligation on any Party. 
Section 9. Cross-Border Transfers. 
9.1. 
General. Neither Party will transfer Personal Data across borders unless such 
transfer complies with Data Protection Laws. The Parties will reasonably cooperate as necessary 
to determine whether any cross-border transfer of Personal Data between Client and Alight in 
connection with the Purpose complies with Data Protection Laws. 
9.2. 
SCCs. If any transfer of Personal Data between Client and Alight requires 
execution of the SCCs in order to comply with Data Protection Laws, Client, as controller and data 
exporter, and Alight, as processor and data importer, hereby enter into (and incorporate herein 
by reference) the SCCs effective as of the commencement of such transfer. The Parties shall use 
Module II (Controller to Processor) of the SCCs, which shall be populated as follows: 
9.2.1. Clause 7: The optional docking clause shall apply. 
9.2.2. Clause 9: Option 2 shall apply, and the time period for notice of Subprocessor changes 
shall be as agreed under this DPA. 
9.2.3. Clause 11(a): The optional language shall not apply. 
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9.2.4. Clause 13 and Annex I.C.: The supervisory authority of the Republic of Ireland shall be 
the competent supervisory authority. 
9.2.5. Clause 17: Option 1 shall apply, and the governing law shall be the laws of the Republic 
of Ireland. 
9.2.6. Clause 18(b): Disputes shall be resolved by the courts of the Republic of Ireland. 
9.2.7. Annex I: (a) the List of Parties shall be as set forth in the Services Agreement and any 
applicable order form, statement of work, change order or other document more fully describing the 
applicable Services; (b) the Descriptions of Transfer shall be as set forth in Exhibit B (Details of 
Processing); and (c) the Competent Supervisory Authority shall be as set forth above. 
9.2.8. Annex II: the Technical and Organizational Measures shall be as set forth in Exhibit A 
(Technical and Organizational Measures), which are substantially the same for Alight and its 
Subprocessors. 
9.2.9. Annex III: the List of Subprocessors shall be maintained in accordance with Section 
2.10 (Subprocessors). 
9.2.10. The Parties may supplement the Annexes to the SCCs in any order form, statement of 
work, change order or other document more fully describing the applicable Services, which shall be 
deemed incorporated herein by reference with respect to such Services. In the event of any conflict 
or inconsistency between this DPA or any such supplemental document, on the one hand, and the 
SCCs, on the other hand, the SCCs shall prevail to the extent required by Data Protection Laws. 
Notwithstanding anything to the contrary herein, in no event shall this DPA or any such supplemental 
document, directly or indirectly, prejudice the rights of data subjects under Data Protection Laws. 
Section 10. Reserved. Reserved. Client Affiliates. The terms of this DPA shall apply equally to any Personal 
Data Processed by or on behalf of Alight for any Client affiliate. Client represents and warrants that it is and 
will at all relevant times remain duly and effectively authorized to enter into this DPA and perform all of its 
obligations hereunder on behalf of each such Client affiliate. Client shall at all times be liable for Client’s 
affiliates’ compliance with this DPA and all acts and omissions by Client’s affiliates receiving Services under 
the Services Agreement are deemed acts and omissions of Client. 
Section 11. Client Obligations. If Client directs Alight to provide Personal 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 shall be responsible for maintaining all rights (including the 
lawful legal basis), obtaining any licenses, authorizations, approvals and consents and providing all notices, in 
each case, required for Alight to Process Personal Data for the Purpose. Client remains responsible for 
ensuring that its retention, use, disclosure or other Processing of Personal Data complies with its policies and 
practices and the laws applicable thereto. 
Section 12. Term; Effect of Termination. The term of this DPA shall begin on the Effective Date and shall 
continue for so long as the Services Agreement remains in effect or Alight or any of its Subprocessors retains 
any Personal Data. The rights and obligations of the Parties which, by their nature, should survive termination 
or expiration of this DPA, shall survive such termination or expiration. 
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Section 13. Miscellaneous. 
13.1. 
Entire Agreement. This DPA shall be deemed incorporated into and a part of the 
Services Agreement. This DPA, together with the Services Agreement, constitutes the sole and 
entire agreement of the Parties with respect to the subject matter hereof and thereof, and 
supersedes all prior and contemporaneous understandings, agreements, representations and 
warranties, both written and oral, with respect to such subject matter. For the avoidance of 
doubt, all claims and liabilities arising from or related to this DPA shall be brought under and 
subject to the terms of the Services Agreement, including any provisions therein regarding 
indemnification, limitation of liability, dispute resolution, choice of law or choice of forum. 
13.2. 
Severability. If any provision of this DPA, or the application thereof to any 
person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, 
void or unenforceable, the remainder of this DPA and such provision as applied to other persons, 
places or circumstances shall remain in full force and effect and such invalid, void or 
unenforceable provision shall be enforced to the fullest extent permitted by law. 
13.3. 
Amendment; Waiver. The Parties agree to take such reasonable actions as are 
necessary to amend this DPA from time to time as is necessary for the Parties to comply with 
Data Protection Laws. This DPA may not be amended or otherwise modified unless such 
amendment or modification is set forth in writing, identified as amendment or modification of 
this DPA and signed by an authorized representative of each of the Parties. No provision of this 
DPA may be waived unless such waiver is set forth in writing, identified as a waiver of this DPA 
and signed by an authorized representative of the waiving Party. Except as otherwise provided 
in this DPA, no failure or delay by a Party in exercising any right under this DPA shall operate as 
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further 
exercise thereof or the exercise of any other right. 
13.4. 
Assignment. Neither Party may assign this DPA or any of its rights herein without 
the prior written consent of the non-assigning Party and any purported assignment without such 
consent shall be void and unenforceable; provided that each Party may, without obtaining such 
consent, assign this DPA as part of an assignment pursuant to and in accordance with the 
Services Agreement. 
13.5. 
No Third Party Beneficiaries. This DPA shall be binding upon and inure to the 
benefit of the Parties and their respective successors and permitted assigns and nothing herein, 
express or implied, is intended to or shall confer upon any other person any legal or equitable 
right, benefit or remedy of any nature whatsoever under or by reason of this DPA. 
13.6. 
Relationship of the Parties. The relationship between the Parties is that of 
independent contractors and this DPA will not establish any agency, partnership, joint venture, 
fiduciary, franchise or employment relationship between the Parties (or between one Party and 
a representatives of the other Party). Neither Party by virtue of this DPA shall have any right, 
power or authority, express or implied, to bind the other Party. 
13.7. 
Force Majeure; Excused Performance. Notwithstanding anything to the 
contrary in this DPA, Alight shall not be liable for, nor be deemed to be in breach of this DPA as 
a result of, any failure to comply with its obligations hereunder or any other act or omission 
attributable to (a) any failure by Client to comply with its obligations hereunder or under Data 
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Protection Laws, (b) any act or omission of any vendor or other representative of Client (other 
than Alight and its Subprocessors) or (c) any act of God or other act or circumstance beyond the 
reasonable control of Alight (collectively “Force Majeure Event”); provided that: (i) nothing in this 
Section shall limit or otherwise affect Alight’s obligation to execute its business continuity and 
disaster recovery program; and (ii) any Party that seeks to invoke this provision to excuse its 
performance under this DPA must provide the other party with notice within 30 days of such 
Force Majeure Event..  Each of the Parties shall use commercially reasonable efforts to mitigate 
the effects of any of the foregoing circumstances. 
13.8. 
Counterparts. This DPA may be executed in any number of counterparts, each 
of which when so executed and delivered shall constitute an original, but such counterparts shall 
constitute one and the same instrument.  This DPA may be executed and delivered electronically. 
13.9. 
Interpretation. Any ambiguity in this DPA shall be resolved in favor of a meaning 
that permits both Parties to comply with Data Protection Laws. Unless the express context 
otherwise requires, the words “hereof”, “herein”, “hereunder” and words of similar import refer 
to this DPA as a whole and not to any particular provision of this DPA, references to a specific 
section refer to the sections in this DPA unless otherwise expressly provided and the words 
“include”, “including” and words of similar import shall be deemed to be followed by the words 
“without limitation”.  The captions or headings in this DPA are for convenience only and shall not 
be considered a part of or affect the construction or interpretation of any provision of this DPA. 
13.10. Notices. 
All 
notices 
under 
this 
DPA 
to 
Alight 
shall 
be 
sent 
to 
legalrequests@alight.com. All notices under this DPA to Client shall be sent to 
owen.zorge@chandleraz.gov and christina.pryor@chandleraz.gov. 
* 
* 
* 
* 
* 
 
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IN WITNESS WHEREOF, the Parties have caused this DPA to be duly executed as of the Effective Date. 
 
FOR THE CITY 
FOR THE CONTRACTOR 
 
By: _________________________________________ 
 
By: _________________________________________ 
 
Its:                                Mayor 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney   
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
City Clerk 
 
 
 
 
 
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VP, Sales Operations

26 
 
Exhibit A – Technical and Organizational Measures 
1. Physical Security. Alight maintains security controls for entry points, holding areas, 
telecommunications areas and cabling areas that contain information processing systems or media 
containing Personal Data. Security controls include: 
a. Access control and restriction by use of a defined security perimeter, appropriate security 
barriers, security cameras, entry controls and authentication controls, and maintenance of 
access logs for a period of time specified by law or policy; 
b. Where Alight ID cards are deployed, a requirement for all personnel, vendors, contractors and 
visitors to wear some form of visible identification to identify themselves as employees, 
contractors, vendors or visitors; 
c. A clear desk/clear screen policy; 
d. An automatic idle-lock for unattended equipment; 
e. A requirement for visitors to Alight’s premises to be escorted at all times; and 
f. 
Where technically feasible and commercially reasonable, cameras and CCTVs. 
2. Business Continuity and Disaster Recovery. Alight maintains the following business continuity 
controls and safeguards: 
a. Business continuity and disaster recovery program is based on generally accepted industry 
practices designed to reduce the effects of a significant disruption in Alight’s operations; 
b. Business continuity and disaster recovery programs are tested at least annually; 
c. Backups of Alight systems and software used in the delivery of Services are replicated to its 
disaster recovery facility so that recovery can take place when there is a disaster; and 
d. Data is replicated to its disaster recovery facility, providing a scheduled point in time backup 
of the data to ensure integrity. 
3. Network Security Controls. Alight maintains the following network security controls and safeguards: 
a. Defense-in-depth design with perimeter routers, network switches and firewall devices and 
default deny-all policy to protect internet presence; 
b. Least privilege and authenticated access for network users and equipment; 
c. Control of internet access by proxies; 
d. Two-factor authentication for remote access with a non-reusable password; 
e. Intrusion detection system to monitor and respond to potential intrusions; 
f. 
Real-time network event logging and investigation using a security information event 
management tool; 
g. Content filtering and website blocking using approved lists; 
h. Limitations on wireless access to the network; 
i. 
Policies and standards for wireless network devices; 
j. 
Prohibitions on bridging of wireless and other networks, including the corporate network; and 
k. Detection and disassociation of rogue wireless access points. 
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4. Platform Security Controls. Alight maintains the following platform security controls and 
safeguards: 
a. Maintenance of configuration/hardening standards; 
b. Control of changes through an internal change control process; 
c. Prohibition on installing unauthorized hardware and software; 
d. Where technically feasible, automatic session timeouts after periods of inactivity; 
e. Removal of vendor-supplied defaults (accounts, passwords and roles) during installation; 
f. 
Removal of services and devices that are not required by valid business needs; 
g. Use of an anti-virus program with timely updates; 
h. Non-privileged account access on workstations and laptops; 
i. 
Full disk encryption on laptops; 
j. 
Development and test platforms will be segregated from operational platforms used in 
providing the Services;  
k. Development tools such as compilers, assemblers, editors and other general-purpose utilities 
within the production environment will not be permitted unless expressly required for the 
delivery of the Services, in which case access is restricted; and  
l. 
Software and hardware used in the delivery of the Services will be updated in line with industry 
standards, vendor support and security guidelines. 
5. Application Security Controls. Alight maintains the following application security controls and 
safeguards: 
a. Defense-in-depth with the use of n-tier architecture for separation and protection of data; 
b. A secure software development life cycle (SSDLC) for application development that includes 
training, development, testing and ongoing assessments; 
c. Documentation, review, testing and approval before changes are implemented into 
production; 
d. Identification, testing and remediation of application vulnerabilities and patches in a timely 
manner; and 
e. A prohibition on using production data in development and testing environments. 
6. Data and Asset Management. Alight maintains the following data and asset management security 
controls and safeguards: 
a. Technical, administrative and physical safeguards; 
b. Regular backups and storage of Personal Data; 
c. Encryption of Personal Data transmitted over public networks and on removable media; 
d. Use of a data loss prevention tool for end point data transfer activities involving social security 
numbers or other national identification numbers; 
e. Use of an inventory program to control the installation, ownership and movement of 
hardware, software and communications equipment; 
f. 
Encryption, sanitization, destruction, or purging of all physical media containing Personal Data 
leaving Alight’s custody to ensure that residual magnetic, optical, electrical or other 
representation of data has been deleted, and is not recoverable; and 
g. Logical separation of Personal Data of an Alight client from other Alight clients. 
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7. Access Control and Management. Alight maintains the following access control and management 
security controls and safeguards: 
a. Monitoring and logging access and use of the Alight systems that contain Personal Data, 
including logging of access attempts to the Alight systems that contain Personal Data; 
b. Periodic review and validation of role-based access to Personal Data and prompt removal of 
unnecessary access; 
c. Unique logon ID and passwords; 
d. Strong passwords with minimum length, complexity and expiration requirements; 
e. Disabling access after a limited number of failed login attempts; and 
f. 
Rejection of previously used passwords. 
8. Risk Management. Alight maintains the following risk management controls and safeguards: 
a. An information security risk management system aligned to The Standard of Good Practice 
for Information Security (Information Security Forum); 
b. A cycle of risk assessments of critical assets, the frequency of which are dependent on the 
number of residual risks identified at each site; 
c. Risk analysis is documented using standardized risk assessment templates; and 
d. Risk management activities are established when risks are defined and agreed with the asset 
owners. 
9. Vulnerability and Patch Management. Alight takes the following measures designed to identify and 
mitigate vulnerabilities that threaten Alight’s ability to enforce the confidentiality, integrity, and 
availability of Personal Data: 
a. A vulnerability monitoring process that provides alerts or notifications of new fixes available, 
and the resulting timeframe for remediation; 
b. Regular scanning to identify and remediate vulnerabilities promptly; 
c. Classification of vulnerabilities based on severity to allow for remediation based on 
predetermined service level expectations; and 
d. Penetration tests on applicable Alight environments, including perimeter vulnerability testing, 
internal infrastructure vulnerability testing and application testing. 
* 
* 
* 
* 
* 
 
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Exhibit B – Details of Processing 
Processing Operations  
The Processing operations to be carried out under this DPA are as follows: The Personal Data received on behalf 
of Client will be used for performing Services under the Services Agreement (e.g., payroll and other business 
process outsourcing services, benefits-related services, software consulting and related activities) and may 
include: 
• 
providing data processing software, equipment, and services through various tools, applications and 
vendors; 
• 
application maintenance and configuration;  
• 
data uploads and transfers;  
• 
storing or recording Personal Data;  
• 
preventing unauthorized access to or modification of Personal Data (and other non-Personal Data); 
• 
programing, printing and assembling, reviewing, and modifying statements as directed by Client; 
• 
communicating with data subjects in connection with services provided to Client; and 
• 
providing reference materials as requested by Client. 
The purpose of the processing operations above is to provide the Services in accordance with the Services 
Agreement. 
Data Subjects 
The Personal Data to be Processed by Alight on behalf of Client concern the following categories of data subjects: 
current, former and/or prospective employees, their relatives and family members and other representatives 
of Client and Client’s affiliates. 
Categories of Personal Data to be Processed 
The Personal Data processed by Alight comprise of the following categories: 
HR/Employee data: that may include: full name; maiden name; employee identification number; user name; picture; 
contact information (including home and work address, home and work telephone numbers, mobile telephone 
numbers, web address data, home and work email address); marital status; citizenship information; date of birth; 
gender; drivers’ license information; national and governmental identification information; financial information 
(including bank account, garnishments, loans, salary and account balances); benefit program information (including 
benefit elections, beneficiary information, claims information, benefit plan account numbers and balances, and date 
of retirement);  payroll information; professional or employment information (including date of hire, employment 
status, job title, work and educational history, pay history, tax withholding information, performance records, leave 
information, travel information and date of termination); and such other personal data that may be transferred 
from (or on behalf of) Client to Alight for performing services for Client. 
Related persons’ data: may include but not limited to: name, date of birth, gender and contact information of 
dependents or beneficiaries (including home address; home and work telephone numbers; mobile telephone 
numbers); and such other personal data that may be transferred from (or on behalf of) Client to Alight for performing 
services for Client. 
Special categories of Personal Data 
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The Personal Data processed by Alight may include sensitive personal data including information about racial 
or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life, health, 
genetic, biometrics or medical records, or/and criminal records. 
* 
* 
* 
* 
* 
 
 
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Attachment B 
HIPAA BUSINESS ASSOCIATE AGREEMENT 
This Business Associate Agreement (this “BAA”), effective upon execution (the “Effective Date”), is by and 
between City of Chandler (“Client”), on behalf of itself and its group health plan(s) (each such group health 
plan, a “Covered Entity”), and Alight Solutions LLC (“Business Associate” and, together with Client and each 
Covered Entity, each a “Party” and collectively the “Parties”). This BAA is intended to facilitate compliance with 
HIPAA Laws (as defined below) with respect to any PHI (as defined below) that Business Associate may create, 
receive, maintain or transmit in connection with the functions, activities and services that Business Associate 
performs for Client under that certain Subscription and Services Agreement, effective as of the execution 
date, by and between Client and Business Associate (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: 
Section 1. Definitions. 
1.1. 
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed 
thereto under HIPAA Laws, including the following terms: Authorization; Breach; Data Aggregation; 
Designated Record Set; Individual; Required By Law; Secretary; Security Incident; and Subcontractor. The 
terms “use,” “disclose” and “discovery,” and derivations thereof, although not capitalized, shall also have the 
meanings ascribed thereto under HIPAA Laws. 
1.2. 
“HIPAA Laws” means (a) the Health Insurance Portability and Accountability Act of 1996 
(“HIPAA”), (b) the privacy standards at 45 C.F.R. Part 160 and Subparts A and E of Part 164 (the “Privacy Rule”), 
(c) the security standards at 45 C.F.R. Parts 160 and 162 and Subparts A and C of Part 164 (the “Security Rule”), 
(d) the notification standards at 45 C.F.R. Subpart D of Part 164 (the “Notification Rule”) and (e) Subtitle D of 
the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. No. 
111-5, and its implementing regulations (the “HITECH Act”) and the regulations promulgated thereunder, 
including the HIPAA omnibus final rule.  Any reference herein to a section of the Code of Federal Regulations, 
the Privacy Rule, the Security Rule or any other section of HIPAA Laws means such section, as amended from 
time to time. 
1.3. 
“PHI” means “protected health information,” “ePHI” means “electronic protected health 
information” and “Unsecured PHI” means “unsecured protected health information,” in each case, as defined 
under the HIPAA Laws but only to the extent created, received, maintained or transmitted by Business 
Associate on behalf of Covered Entity. For the avoidance of doubt, PHI, ePHI and Unsecured PHI shall not 
include “employment records” as provided under HIPAA Laws. 
Section 2. Obligations of Business Associate.  
2.1. 
Permissible Uses and Disclosures. Business Associate agrees to not use or disclose PHI other 
than as permitted or required by this BAA or as Required by Law. 
2.2. 
Safeguards. Business Associate agrees to follow best practices and comply with industry 
standards and customs to prevent use or disclosure of PHI by Business Associate other than as provided for 
by this BAA. Business Associate agrees to implement administrative, physical and technical safeguards, and 
policies and procedures, to reasonably and appropriately protect the confidentiality, integrity and availability 
of ePHI as required by the Security Rule. 
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32 
2.3. 
Mitigation. Business Associate agrees to mitigate harmful effects, once known, resulting from 
Business Associate’s negligent or willful use or disclosure of PHI by Business Associate in violation of this BAA. 
2.4. 
Reporting Impermissible Uses and Disclosures. Business Associate agrees to report to 
Covered Entity any use or disclosure of PHI by Business Associate not permitted or required by this BAA within 
10 days of which Business Associate becomes aware. 
2.5. 
Reporting Security Incidents. Business Associate agrees to report to Covered Entity any 
Security Incident without unreasonable delay and in no case later than 5 days of which Business Associate 
becomes aware. The Parties acknowledge and agree that this Section constitutes notice by Business Associate 
to Covered Entity of the ongoing existence and occurrence of Security Incidents that do not result in 
unauthorized access, use or disclosure of PHI (including pings and other broadcast attacks on Business 
Associate’s firewall, port scans, denial-of-service attacks or any combination of the above) for which further 
notice shall not be required. 
2.6. 
Reporting Breaches. Business Associate agrees to report to Covered Entity any Breach of 
Unsecured PHI of which it becomes aware without unreasonable delay and in no case later than 5 days after 
discovery of such Breach. Any such report shall include, to the extent possible, the identification of each 
Individual whose Unsecured PHI has been or is reasonably believed by Business Associate to have been, 
accessed, acquired, used or disclosed during such Breach.  In addition, Business Associate agrees to provide 
any other available information with respect to any such Breach that is reasonably requested by Covered 
Entity for purposes of providing notification to affected Individuals as required under the Notification Rule, 
including, to the extent possible, the date of such Breach, the date of discovery of such Breach, the types of 
Unsecured PHI involved in such Breach and a brief description of what Business Associate is doing to 
investigate such Breach, to mitigate harm to affected Individuals and to protect against any such further 
Breaches. 
2.7. 
Subcontractors. Business Associate agrees to ensure that any Subcontractor that creates, 
receives, maintains or transmits PHI on behalf of Business Associate agrees to the same or substantially 
similar restrictions and conditions that apply to Business Associate under this BAA with respect to such PHI. 
2.8. 
Governmental Audits. Business Associate agrees to make its internal practices, books and 
records, including policies and procedures, relating to the use and disclosure of PHI available to the Secretary 
for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule. Covered Entity 
agrees to notify Business Associate in writing within 10 days of receiving any such request from the Secretary. 
2.9. 
Accounting of Disclosures. Business Associate agrees to maintain information as would be 
required for Covered Entity to respond to a request by an Individual for an accounting of disclosures pursuant 
to 45 C.F.R. § 164.528.  Upon written request by Covered Entity, Business Associate agrees to make available, 
within 45 days of receiving such written request, any such information to Covered Entity (or, at Covered Entity’s 
direction, the applicable Individual) to the extent necessary for Covered Entity to comply with its obligations 
under 45 C.F.R. § 164.528.  If Business Associate receives a request from an Individual for an accounting of 
disclosures of PHI pursuant to 45 C.F.R. § 164.528, Business Associate agrees to promptly notify Covered Entity 
of such request and, unless otherwise directed by Covered Entity, to make available to such Individual, within 
60 days of receiving such request, the information regarding such accounting in its possession in accordance 
with such request and HIPAA Laws. For the avoidance of doubt, if, during the period covered by any 
accounting, Business Associate has made multiple disclosures to the same person or entity (including a 
Covered Entity) for a single purpose, Business Associate may provide Covered Entity or the Individual (as 
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33 
applicable) (a) the information required by 45 C.F.R. § 164.528(b)(2) for the first such disclosure, (b) the 
frequency, periodicity or number of such disclosures and (c) the date of the last such disclosure. 
2.10. 
Access to PHI. Upon written request by Covered Entity, Business Associate agrees to make 
available, within 20 days of receiving such written request, any PHI in its possession that is contained in a 
Designated Record Set to Covered Entity (or, at Covered Entity’s direction, the applicable Individual) to the 
extent necessary for Covered Entity to comply with its obligations under 45 C.F.R. § 164.524.  If Business 
Associate receives a request from an Individual to make PHI available pursuant to 45 C.F.R. § 164.524, Business 
Associate agrees to promptly notify Covered Entity of such request and, unless otherwise directed by Covered 
Entity, to make available to such Individual, within 30 days of receiving such request, any PHI in its possession 
that is contained in a Designated Record Set for such Individual in accordance with such request and HIPAA 
Laws. 
2.11. 
Amending PHI. Upon written request by Covered Entity, Business Associate agrees to amend, 
within 45 days of receiving such written request, any PHI in its possession that is contained in a Designated 
Record Set to the extent necessary for Covered Entity to comply with its obligations under 45 C.F.R. § 164.526.  
If Business Associate receives a request from an Individual to amend PHI pursuant to 45 C.F.R. § 164.526, 
Business Associate agrees to promptly notify Covered Entity of such request and, unless otherwise directed 
by Covered Entity, to amend, within 60 days of receiving such request, any PHI in its possession that is 
contained in a Designated Record Set for such Individual in accordance with such request and HIPAA Laws; 
provided that, if such Individual requests that Business Associate make an amendment that Business 
Associate is not permitted to make pursuant to the terms of the Services Agreement, then Business Associate 
shall refer such Individual to the Covered Entity. 
2.12. 
Minimum Necessary. When using or disclosing PHI or when requesting PHI, Business 
Associate agrees to make reasonable efforts to limit such PHI to the minimum necessary to accomplish the 
intended purpose of such use, disclosure or request as required by 45 C.F.R. § 164.502(b). Business Associate 
will determine what constitutes the minimum necessary to accomplish the intended purpose of such use, 
disclosure or request in accordance with the relevant provisions of HIPAA Laws (including 45 C.F.R. § 
164.514(d)) and related guidance issued by the Secretary. 
2.13. 
Covered Entity’s Obligations. To the extent Business Associate is to carry out Covered 
Entity’s obligation under the Privacy Rule, Business Associate agrees to comply with the requirements of the 
Privacy Rule that apply to Covered Entity in the performance of such obligation. 
Section 3. Permitted Uses and Disclosures by Business Associate.  
3.1. 
Business Associate may use or disclose PHI (a) as permitted or required by the Services 
Agreement provided that such use or disclosure would not violate the requirements of the Privacy Rule if 
done by Covered Entity or Client, on behalf of Covered Entity, (b) as permitted or required by this BAA, (c) as 
Required by Law or (d) as otherwise directed by Covered Entity or Client, on behalf of Covered Entity. 
3.2. 
Business Associate may use PHI for the proper management and administration of Business 
Associate or to carry out the legal responsibilities of Business Associate. 
3.3. 
Business Associate may disclose PHI for the proper management and administration of 
Business Associate or to carry out the legal responsibilities of Business Associate if such disclosures are (a) 
Required by Law or (b) Business Associate obtains reasonable assurances from the person to whom the 
information is disclosed that it will be held confidentially and used or further disclosed only as Required by 
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34 
Law or for the purpose for which it was disclosed to such person, and such person notifies Business Associate 
of any instances of which it is aware in which the confidentiality of the information has been breached. 
3.4. 
Business Associate may use PHI to provide Data Aggregation services to Covered Entity as 
permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 
3.5. 
Business Associate may de-identify PHI, provided that the de-identification process conforms 
to the requirements of 45 C.F.R. § 164.514(b). 
3.6. 
Business Associate may use and disclose PHI to report violations of law to appropriate Federal 
and State authorities, consistent with 45 C.F.R. § 164.502(j)(1). 
Section 4. Obligations of Covered Entity. 
4.1. 
Covered Entity or Client shall notify Business Associate of any limitation(s) in the respective 
notice of privacy practices that Covered Entity produces in accordance with the Privacy Rule and any changes 
or limitations to such notice under 45 C.F.R. § 164.520 to the extent that such change or limitation may affect 
Business Associate’s use or disclosure of PHI. 
4.2. 
Covered Entity or Client shall notify Business Associate of any changes in or revocation of 
permission by an Individual to use or disclose PHI to the extent that such change or revocation may affect 
Business Associate’s use or disclosure of PHI. 
4.3. 
Covered Entity or Client shall notify Business Associate of any restriction to the use or 
disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. § 164.522 to the 
extent that such restriction may affect Business Associate’s use or disclosure of PHI; provided that neither 
Covered Entity nor Client shall agree to any such restrictions unless legally required to do so. 
4.4. 
Covered Entity or Client shall obtain all Authorizations necessary for any use or disclosure of 
PHI as contemplated under the Services Agreement. 
4.5. 
Neither Covered Entity nor Client shall request that Business Associate use or disclose PHI in 
any manner that would not be permissible under HIPAA Laws. 
4.6. 
Client hereby represents and warrants that it has all requisite power and authority to enter 
into this BAA on behalf of Covered Entity and to perform all of Covered Entity’s obligations hereunder. 
Section 5. Designated Third Parties. In connection with the Services Agreement, Covered Entity or Client 
may direct Business Associate to disclose certain PHI to, or receive certain PHI from, certain third parties with 
whom Covered Entity or Client has a relationship (other than Business Associate’s Subcontractors), including 
third party administrators, consultants, brokers, auditors, successor administrators or insurers, and stop-loss 
carriers, and/or data warehouse vendors, and data analytics and/or data integration vendors as applicable 
(“Designated Third Parties”).  Covered Entity shall enter into and maintain an appropriate business associate 
agreement with each Designated Third Party, and any PHI disclosed by Business Associate to, or otherwise 
held by, any such Designated Third Party, shall be governed by the terms of such business associate 
agreement (or any other applicable agreement between Covered Entity or Client and such Designated Third 
Party). Business Associate shall not have any liability for the acts or omissions of any Designated Third Party. 
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Section 6. Term and Termination. 
6.1. 
Term; Effect of Termination. The term of this BAA shall commence as of the Effective Date 
and shall continue until the earlier of (a) the termination of the Services Agreement in accordance with the 
terms thereof and (b) the termination of this BAA for cause in accordance with the terms hereof; provided 
that this BAA shall terminate as to any Covered Entity upon termination of such Covered Entity by Client. The 
rights and obligations of the Parties which, by their nature, should survive termination or expiration of this 
BAA, shall survive such termination or expiration. 
6.2. 
Termination for Cause. Upon Covered Entity’s or Business Associate’s knowledge of a 
material breach of this BAA by the other Party, the non-breaching Party shall notify the breaching Party of 
such material breach. If such material breach is not cured within 60 days of the breaching Party’s receipt of 
such notice (or within such longer period as the non-breaching Party may agree), or if cure is not possible, the 
non-breaching Party may terminate this BAA and the related portion of the Services Agreement upon written 
notice to the breaching Party. If termination is not feasible, the non-breaching party may report the breach to 
the Secretary in accordance with 45 C.F.R 164.504(e)(1)(ii). 
6.3. 
Obligations Upon Termination. Upon termination of this BAA for any reason, Business 
Associate shall return and  destroy all PHI that Business Associate still maintains in any form and retain no 
copies of such information; provided that, if Business Associate determines that the return or destruction of 
any PHI is not feasible (e.g., because such PHI is necessary for its proper management and administration or 
to carry out its legal responsibilities), Business Associate may retain such PHI, in which case Business Associate 
shall continue to apply the protections of this BAA to such PHI and limit further uses and disclosures of such 
PHI to those purposes that make the return or destruction of such PHI infeasible, for so long as Business 
Associate maintains such PHI. 
Section 7. Miscellaneous. 
7.1. 
Entire Agreement. This BAA is an amendment to, and shall be deemed incorporated into and 
a part of, the Services Agreement. Except as expressly provided in this BAA, all of the terms and provisions of 
the Services Agreement are and will remain in full force and effect and are hereby ratified and confirmed by 
the Parties. This BAA, together with the Services Agreement, constitutes the sole and entire agreement of the 
Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous 
understandings, agreements, representations and warranties, both written and oral, with respect to such 
subject matter. For the avoidance of doubt, all claims and liabilities arising from or related to this BAA shall 
be brought under and subject to the terms of the Services Agreement, including any provisions therein 
regarding indemnification, limitation of liability, dispute resolution, choice of law or choice of forum. 
7.2. 
Severability. If any provision of this BAA, or the application thereof to any person, place or 
circumstance, shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the 
remainder of this BAA and such provision as applied to other persons, places or circumstances shall remain 
in full force and effect and such invalid, void or unenforceable provision shall be enforced to the fullest extent 
permitted by law. 
7.3. 
Amendment; Waiver. The Parties agree to take such reasonable actions as are necessary to 
amend this BAA from time to time as is necessary for Covered Entity and Business Associate to comply with 
the requirements of HIPAA Laws. This BAA may not be amended or otherwise modified unless such 
amendment or modification is set forth in writing, identified as amendment or modification of this BAA and 
signed by an authorized representative of each of the Parties. No provision of this BAA may be waived unless 
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36 
such waiver is set forth in writing, identified as a waiver of this BAA and signed by an authorized representative 
of the waiving Party. Except as otherwise provided in this BAA, no failure or delay by a Party in exercising any 
right under this BAA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude 
any other or further exercise thereof or the exercise of any other right.  
7.4. 
Assignment. Neither Party may assign this BAA or any of its rights herein without the prior 
written consent of the non-assigning Party and any purported assignment without such consent shall be void 
and unenforceable; provided that each Party may, without obtaining such consent, assign this BAA as part of 
an assignment pursuant to and in accordance with the Services Agreement. 
7.5. 
No Third Party Beneficiaries. This BAA shall be binding upon and inure to the benefit of the 
Parties and their respective successors and permitted assigns and nothing herein, express or implied, is 
intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature 
whatsoever under or by reason of this BAA. 
7.6. 
Relationship of the Parties. The relationship between the Parties is that of independent 
contractors and this BAA will not establish any agency, partnership, joint venture, fiduciary, franchise or 
employment relationship between the Parties (or between one Party and a representatives of the other Party). 
Neither Party by virtue of this BAA shall have any right, power or authority, express or implied, to bind the 
other Party. 
7.7. 
Force Majeure; Excused Performance. Notwithstanding anything to the contrary in this BAA, 
Business Associate shall not be liable for, nor be deemed to be in breach of this BAA as a result of, any failure 
to comply with its obligations hereunder or any other act or omission attributable to (a) any failure by Client 
or Covered Entity to comply with its obligations hereunder or under HIPAA Laws, (b) any act or omission of 
any Designated Third Party or other vendor or representative of Client or Covered Entity (other than Business 
Associate and its Subcontractors and other vendors and representatives) or (c) any act of God or other act or 
circumstance beyond the reasonable control of Business Associate (collectively “Force Majeure Event”); 
provided that: (i) each of the Parties shall use commercially reasonable efforts to mitigate the effects of any 
of the foregoing circumstances; and (ii) any Party that seeks to invoke this provision to excuse its performance 
under this BAA must provide the other party with notice within 30 days of such Force Majeure Event.  
7.8. 
Counterparts. This BAA may be executed in any number of counterparts, each of which when 
so executed and delivered shall constitute an original, but such counterparts shall constitute one and the 
same instrument.  This BAA may be executed and delivered electronically. 
7.9. 
Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits 
Covered Entity and Business Associate to comply with HIPAA Laws. If any use or disclosure of PHI by Business 
Associate or Client under the Services Agreement would be invalidated by the terms and provisions of this 
BAA, the terms of the Services Agreement will be interpreted by substituting Covered Entity for Client (where 
appropriate) in order for such use or disclosure to be valid under this BAA. Unless the express context 
otherwise requires, the words “hereof”, “herein”, “hereunder” and words of similar import refer to this BAA as 
a whole and not to any particular provision of this BAA, references to a specific section refer to the sections 
in this BAA unless otherwise expressly provided and the words “include”, “including” and words of similar 
import shall be deemed to be followed by the words “without limitation”.  The captions or headings in this 
BAA are for convenience only and shall not be considered a part of or affect the construction or interpretation 
of any provision of this BAA. 
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7.10. 
Notices. Any notice or other communication that is required to be provided to Covered Entity 
hereunder may be made to Client in accordance with the notice provisions set forth in the Services 
Agreement. 
* 
* 
* 
* 
* 
 
IN WITNESS WHEREOF, the Parties have caused this BAA to be duly executed as of the Effective Date. 
 
FOR THE CITY 
FOR THE CONTRACTOR 
 
By: _________________________________________ 
 
By: _________________________________________ 
 
Its:                                Mayor 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney   
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
City Clerk 
 
 
 
 
 
 
DocuSign Envelope ID: 57DF883A-0DE8-44D2-BB90-A8D2C21997FB
VP, Sales Operations

38 
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 Services Agreement and a 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. 
Initial Term; Renewal. The initial term of this Order Form (the “Initial Term”) shall commence 
on the Effective Date and continue for a period of three years. The parties may agree to extend the term of 
this order form for up to two periods of two years each. . 
4.2. 
Implementation. Client requests the Services to be provided by Alight under this Order Form 
be “live” on February 1, 2024 (the “Live Date”). Alight will perform implementation and testing of the Services 
prior to the Live Date based on a schedule to be mutually agreed with Client. In implementing and testing the 
Services, Alight will rely upon the timely participation of Client to achieve the desired Live Date, including by 
timely providing any required data to Alight in Alight’s required file formats. 
4.3. 
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 Form shall continue and 
remain in effect until terminated in accordance with its terms. Notwithstanding anything to the contrary in 
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39 
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. 
4.4. 
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. 
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 
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40 
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. 
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:                                Mayor 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney   
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
City Clerk 
 
 
 
 
 
DocuSign Envelope ID: 57DF883A-0DE8-44D2-BB90-A8D2C21997FB
VP, Sales Operations

41 
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 
Alight Well Platform Modules 
The following standard Alight Well platform modules will be deployed in the Alight Worklife web portal and 
mobile app: 
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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 
 
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 
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• 
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 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  
• 
Each prize drawing is single Client based and requires a set of rules to be reviewed, defined and 
approved by Client 
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• 
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, 6:00 am-4:00 pm MST. 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  
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• 
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. 
• 
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. 
 
Health Coaching 
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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: 6:00 AM to 9:00 PM MST Monday through Friday. 
• 
Customer Service: 7:00 AM to 7:00 PM MST 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) 
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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., 5% 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. 
Termination 
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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). 
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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 (February 1, 2024) 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 
Total cholesterol, HDL, LDL, triglycerides, glucose, 
blood pressure, height, weight, BMI, waist 
circumference, percent body fat 
$55/LabCorp Participant 
30 LabCorp Participant minimum per Clinic 
Fingerstick screenings that include both fasting and 
non-fasting options will be billed as fasting 
Non-Fasting Fingerstick 
Total cholesterol, HDL, glucose, blood pressure, 
height, weight, BMI, waist circumference, percent 
body fat 
$55/LabCorp Participant 
30 LabCorp Participant minimum per Clinic 
Fingerstick screenings that include both fasting and 
non-fasting options will be billed as fasting 
Venipuncture 
Total cholesterol, HDL, LDL, triglycerides, glucose, 
blood pressure, height, weight, BMI, waist 
circumference, percent body fat 
$65/LabCorp Participant 
30 LabCorp Participant minimum per Clinic 
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 
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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 
If staff is required for setup more than 1 hour prior 
to Clinic start time 
$150/setup for Clinics with 1-4 screeners 
$300/setup for Clinics with 5+ screeners 
Additional Privacy Screens 
$15/screen 
Onsite Biometric Screening Services – Admin Fees 
Short Notice Fee 
Clinics requested less than six (6) weeks in advance 
$500 
Clinic Change Fee 
Changes to a Clinic date, time, or location seven (7) 
business days after scheduling 
$600 
Cancellation or Rescheduling Fee 
Cancelling or rescheduling a Clinic less than ten (10) 
business days prior to a Clinic 
50% of estimated screenings 
Cancellation or Reduction of Additional Staff 
Reducing additional staff for schedule Clinics less 
than ten (10) business days prior to a Clinic 
75% of additional staff rates provided above 
Out of Hours Surcharge 
Clinics held outside of normal business hours and 
Federal Holidays 
12% of Clinic cost 
Offsite Biometric Screening Services 
PCP Forms 
$14/PCP form processed 
50 LabCorp Participant minimum 
CVS Vouchers 
Total cholesterol, HDL, LDL, triglycerides, glucose, 
height, weight, BMI, waist circumference, blood 
pressure 
$75/LabCorp Participant 
LabCorp Vouchers 
Total cholesterol, HDL, LDL, VLDL, triglycerides, 
glucose 
$60/LabCorp Participant 
LabCorp Vouchers 
Total cholesterol, HDL, LDL, VLDL, triglycerides, 
glucose, height, weight, BMI, waist circumference, 
blood pressure 
$75/LabCorp Participant 
Home Test Kits 
Total cholesterol, HDL, LDL, triglycerides, glucose 
$60/Kit ordered and returned 
OR 
$30/Kit ordered and NOT returned 
Health Coaching and Tobacco Cessation Services 
Implementation Fee 
$2,500 
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Service Category 
Fees 
Covers weekly meetings to set up coaching 
program, eligibility, trainings, communications, and 
program details. Typically a 45 to 60 day process. 
Telephonic Health and Tobacco Cessation 
Coaching Fee 
$225/case 
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 
included) 
Quoted upon request 
Onsite Health Coaching Services (Optional) 
Seminars/Webinars  
Health seminars from LabCorp’s annual seminar list 
can be delivered onsite by a LabCorp health 
coaches. Seminars can also be delivered as 
webinars. 
Standard - $825/seminar or webinar 
Custom - $1,100/seminar or webinar 
WELLReview (15-minute telephonic session) 
following venipuncture or offsite screening 
$50/session 
Guided Meditation 
$550/session 
Onsite Health Coaching  
Health coaches can be provided onsite for events, 
education, or one on one sessions. 
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. 
$121/hour 
4-hour minimum 
If monthly, a $2,500 implementation fee will apply 
 
Other Charges 
Single Sign-On Fee: first 2 third party SSO integrations 2 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. 
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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 
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. 
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Order Form 
 
55 
Attachment D 
ORDER FORM 
ALIGHT HEALTH AND WELLNESS 
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: 
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. 
Initial Term; Renewal. The initial term of this Order Form (the “Initial Term”) shall commence 
on the Effective Date continue for a period of three years. The parties may agree to extend the term of this 
order form for up to two periods of two years each.  
8.2. 
Implementation. Client requests the Services to be provided by Alight under this Order Form 
be “live” on the date(s) specified in the Fee Schedule (the “Live Date”). Alight will perform implementation and 
testing of the Services prior to the Live Date based on a schedule to be mutually agreed with Client. In 
implementing and testing the Services, Alight will rely upon the timely participation of Client to achieve the 
desired Live Date.  If the Live Date of any Services is delayed by Client, the fees for such Services shall 
commence or continue (as the case may be) as originally scheduled. 
8.3. 
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 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 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 plus the pro rata amount of implementation costs. The pro rata 
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Order Form 
 
56 
amount of implementation costs is determined by multiplying total implementation costs by the percentage 
of the remaining Agreement term. Total implementation costs = $140,200; remaining agreement term when 
terminated 66.7% (terminated after first year of three-year term); recoverable implementation costs = 
$93,513; remaining agreement term when terminated 33.3% (terminated after second year of three year 
term); recoverable implementation costs = $46,687. For purposes of this clause, “implementation costs” 
means, if applicable, Alight’s incurred implementation costs to provide the Services. 
8.4. 
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. 
8.5. 
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 
DocuSign Envelope ID: 57DF883A-0DE8-44D2-BB90-A8D2C21997FB

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57 
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. 
* 
* 
* 
* 
* 
 
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:                                Mayor 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney   
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
 
City Clerk 
 
 
 
 
 
 
 
DocuSign Envelope ID: 57DF883A-0DE8-44D2-BB90-A8D2C21997FB
VP, Sales Operations

Order Form 
 
58 
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 
Line Item 
# 
Description 
Responsible 
Common functionality 
1.  
iOS and Android apps 
Alight 
2.  
Web portal with responsive design 
Alight 
3.  
App and portal provided in standard design framework to Alight client base (enable 
continuous enhancements) - configured for Client plans and branded with one 
version of Client logo.  
Alight 
4.  
Provide Portal branding and configuration decisions 
Client 
5.  
App and web portal are available 24 hours a day, 7 days a week, excluding regularly 
scheduled maintenance windows 
Alight 
6.  
“Lisa,” 24/7 AI virtual assistant (Alight standard content and ongoing enhancements) 
Alight 
7.  
Hosting of client-provided service specific benefit content (e.g., SPDs, Summary of 
Benefits and Coverage and communication materials) in Alight standard design 
framework 
Alight 
8.  
Search content on the Alight portal 
Alight 
9.  
Secure mailbox 
Alight 
10.  
Provide non-SSO links to Client or third-party applications  
Alight 
11.  
Administer configuration and content changes within the portal and app 
Alight 
12.  
Provide and validate Client or third-party website or application URLs to Alight 
Client 
13.  
Provide the Portal and app in English and Spanish language 
Alight 
14.  
Support ability to display or hide delivered Portal components based upon available 
data elements for a specific employee 
Alight 
Authentication 
15.  
Support Client participant access to Portal via single sign on (SSO), using SAML 2.0 or 
mutually agreed upon technology 
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible 
16.  
Provide SSO, using SAML 2.0 or mutually agreed upon technology, authentication 
across all channels for Client employees, and pass assertion to Alight for portal 
access  
Client 
17.  
User-defined ID, password and security questions (if participant is not using SSO); 
device registration 
Alight 
18.  
Biometric authentication via mobile device – utilized for mobile app and web portal 
Alight 
19.  
One-time codes (via text or phone call) for forgotten passwords 
Alight 
20.  
Provide outbound single sign-on links to client partners, using SAML 2.0 or mutually 
agreed upon technology, where Alight has established connection, plus up to 2 
additional links   
Alight 
Employer Portal – integrated with Alight WorkLife Portal 
21.  
Identify users to be provided with access to Employer Portal  
Client 
22.  
Client self-publishing: Update content (e.g., upload documents) and create general 
and targeted messages and journeys. 
Client 
23.  
Analytics dashboards – customer interactions, annual enrollment, plans and 
demographics 
Alight 
24.  
Ad-hoc reporting 
Alight 
25.  
View a participant’s website in inquiry mode 
Alight 
26.  
Manager self-service (view detailed participant account information and perform 
transactions)  
Alight 
Health & Welfare  
27.  
Enrollment support (newly eligible, life events, status changes, annual enrollment) 
and confirmations 
Alight 
28.  
Decision support: 
• 
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 
Alight 
29.  
Display FSA/HSA, 457(b)(k) balances, bi-weekly, with link to administrator  
Alight 
30.  
Coverage inquiry, beneficiary updates, direct billing inquiry, direct debit updates 
Alight 
 
* 
* 
* 
* 
* 
 
 
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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 
Line Item 
# 
Description 
Responsible 
US Conversion and Transition 
1.  
Perform implementation Services in accordance with the terms of the Statement of 
Work and the Live Dates set forth in Fee Schedule.  
Alight 
2.  
Affordable Care Act solutions – transition approach 
 
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).  
Alight 
3.  
The following data will be converted: 
• 
Snapshot of current H&W elections, covered dependents and beneficiaries 
• 
Election history (if applicable) – archive for future reference 
• 
COBRA enrollee data, including data on individuals who have experienced a 
qualifying event but have not yet enrolled in COBRA coverage  
 
Note that a “fresh start” approach will be utilized related to direct billing (no 
conversion of credits, payments, direct debit information or amounts owed). 
Alight 
 
* 
* 
* 
* 
* 
 
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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 
Line Item 
# 
Description 
Responsible  
Covered Populations  
1.  
Provide administration for the following US benefits eligible populations, and their 
benefits-eligible dependents: 
• 
Full-time employees 
• 
Appointed employees 
• 
Part-time employees 
• 
Temporary employees 
• 
Employees on leave of absence 
• 
Disabled employees 
• 
Retirees and survivors 
• 
COBRA  
Alight 
Plans  
2.  
Active employees: provide full administration (e.g., enrollment, reporting to 
carriers/third-party administrators, premium reporting and payroll deduction 
reporting) for the following plans: 
• 
Medical 
• 
Dental 
• 
Vision 
• 
Health Savings Account 
• 
Health Care and Dependent Care Flexible Spending Account 
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible  
• 
Basic and supplemental employee life insurance 
• 
Dependent life insurance 
• 
Employee basic and supplemental AD&D 
• 
Dependent AD&D 
• 
Deferred Compensation – 457(b) 
3.  
Retirees: provide full administration (e.g., enrollment, reporting to 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 
Alight 
4.  
Facilitate access to the following plans (e.g., provide demographic data to carrier 
and single sign-on link but do not coordinate enrollment, premium calculation or 
payroll reporting): 
Alight 
Eligibility and Service 
5.  
Provide adjusted service date that Alight will use for service-related calculations 
Client 
6.  
Determine benefits eligibility based on data elements received via HCM integration 
and apply rules related to waiting period and benefit start date (e.g., 1st of month 
following hire date) 
Alight 
Annual Enrollment 
7.  
Planning and project management 
Alight 
8.  
Update configuration for existing plan options and rate structures: 
• 
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. 
Alight 
9.  
Testing with carriers, third parties and payroll 
Alight 
10.  
Annual enrollment notification and reminder emails including print (Alight standard)  
Alight 
11.  
Assign default coverage to those who do not enroll 
Alight 
12.  
Provide confirmation email notice including print (Alight standard)  
Alight 
13.  
Provide annual enrollment analytics and debrief 
 
Alight 
Ongoing Events 
• 
Comprehensive support: notification (Alight standard notices), enrollment/default coverage, adjustments to 
coverage, payroll or direct billing updates, and eligibility/premium reporting   
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible  
• 
Assumes uniform plan rules (e.g., allowable changes for life events) across all populations 
14.  
Newly eligible employee: email notification of enrollment opportunity; 
enrollment/default coverage assignment, and confirmation email 
Alight 
15.  
Life events (e.g., marriage): participant initiates, with permissible changes based on 
type of event. Provide confirmation email. 
Alight 
16.  
Status changes (e.g., move to unpaid leave, retirement): Terminate 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. 
Alight 
17.  
Evidence of Insurability (EOI): Assign highest level of coverage 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. 
Alight 
18.  
Change of address (e.g., move out of medical service area):  Email notification of 
enrollment opportunity (choose new medical plan). 
Alight 
19.  
Pay change: Recalculate coverage/deductions (e.g., life insurance) as applicable. 
Provide confirmation email. 
Alight 
20.  
Dependent loss of eligibility (e.g., turning age 26): Terminate coverage and trigger 
COBRA. 
Alight 
21.  
Attainment of Medicare eligibility (based on age of retiree and 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. 
Alight 
22.  
Age-related events (e.g., life insurance coverage reduction): Adjust coverage and 
deductions and provide email confirmation 
Alight 
23.  
Apply waiver of premium rules based on notification from disability carrier or Client 
Alight 
24.  
Beneficiary designation via web or customer care representative. Track approved 
absolute assignments received from carrier. 
Alight 
25.  
Death: Receive notification of active employee death via HCM integration and 
receive notification of retiree or dependent death 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. 
Alight 
26.  
Participant updates to preferred contact information (e.g., personal email, mobile 
number, opt-in to text message updates) 
Alight 
27.  
Returned mail: Alight will use client’s address as return address for any paper 
materials mailed to participants. Client is responsible for distributing returned mail 
to participants.  
Alight 
COBRA Administration 
28.  
Comprehensive COBRA administration, including initial rights notification for new 
hires, qualifying event identification and personalized print notices (Alight standard): 
COBRA Rights, enrollment, confirmation and denial. 
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible  
29.  
Provide subsidy end date for participants eligible for subsidized COBRA due to 
severance  
Client 
30.  
Apply subsidized COBRA rates for individuals on severance. COBRA can run 
concurrent with or consecutive to the severance period. 
Alight 
Direct Billing – COBRA Enrollees, Employees on Unpaid Leave, and Retirees/Survivors 
31.  
Monthly personalized print billing notices (Alight standard) 
Alight 
32.  
Payment via check, bill-pay service, or direct-debit. Credit card payment support is 
available via a surcharge approach (charged to participants for each payment) in 
states that permit use of surcharges. 
Alight 
33.  
Deluxe lock box (Citibank account owned by Alight); monthly ACH transfer of funds 
to client-owned account. 
Alight 
34.  
Delinquency management – terminate all coverage due to non-payment after 31-
day grace period 
Alight 
35.  
Special COBRA processing: imaging of postmark, 45-day initial payment period, 
additional grace period if short by “insignificant amount” 
Alight 
36.  
Comprehensive reporting: payments received, payment allocation, delinquency, and 
drop coverage 
Alight 
HCM/Payroll Integration 
37.  
Provide one ongoing HCM data integration to Alight (up to daily frequency - 
weekdays) 
Client 
38.  
Calculate deductions and imputed income for plans administered by Alight 
Alight 
39.  
Provide one ongoing deduction/imputed income file to active employee payroll. 
Frequency matched up to pay cycles. 
• 
Calculate retroactive deduction adjustments based on full-pay periods only 
• 
“Closed loop” payroll (e.g., adjustments based on comparison of actual vs. 
expected deductions) is not included.  
Alight 
40.  
Manage deduction arrears (e.g., where full deduction cannot be taken) 
Client 
41.  
Provide monthly deduction file to pension payroll (if applicable) 
Alight 
42.  
Provide end-of-year retiree and unpaid LOA imputed income file to Client or 
pension payroll (if applicable) 
Alight 
Carrier Eligibility and Benefit Financial Reporting (Plans Administered by Alight) 
43.  
Eligibility reporting to carriers (minimum of weekly frequency) in Alight format 
Alight 
44.  
Calculate monthly premiums and ASO fees (including 60-day retroactive 
adjustments) using the “15th of the month” rule. Self-billing approach – Alight 
provides monthly premium/ASO fee reports to client. 
Alight 
45.  
Client pays premium/ASO fees to each carrier based on Alight reports 
Client 
46.  
Provide health plans with quarterly “snapshot” full-files for comparison between 
carrier and Alight systems.  Alight works with the carriers to research and resolve 
any discrepancies  
Alight 
Client Support 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible  
47.  
Quarterly stewardship meetings and ongoing operational meetings. Updates on 
trends, strategies, solutions and regulatory developments.  
Alight 
48.  
Cloud requirements solution – end-to-end management, including reviews, sign-off, 
traceability and version control 
Alight 
49.  
Employer Portal (refer to the Alight WorkLife Portal/App Service Schedule): ad-hoc 
reporting, analytics dashboards, access to case management, collaboration space, 
and access to participant information. 
Alight 
Affordable Care Act (ACA) – Employer Mandate   
50.  
Provide ACA creditable hours for measurement of full-time employee status. This 
includes equivalent hours for salaried employees as well as periods of unpaid leave. 
Client 
51.  
“Look back” method administration for participants administered by 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). 
 
Alight standard approach – refer to Employer Mandate solution overview for details 
Alight 
52.  
Coordinate offer of coverage to those deemed FTEs as a result of measurement 
period (provide enrollment opportunity) 
Alight 
53.  
Terminate coverage and initiate COBRA notification for those reaching end of 
stability period (if not otherwise eligible for coverage and if losing FTE status). 
Alight 
54.  
Provide standard monthly dashboard report that provides visibility into populations 
gaining/losing FTE status 
Alight 
Affordable Care Act – Section 6055/6056 Reporting 
55.  
Create, distribute and host Form 1095-C for populations administered by Alight  
Alight 
56.  
Perform IRS filing of Form 1094-C along with 1095-C data 
Alight 
57.  
Perform state filings, assuming that Federal 1095-C data is utilized 
Alight 
58.  
Support reprint requests and Form/filing updates due to “data corrections” 
Alight 
59.  
Review and respond to Marketplace notifications and IRS penalty notifications 
Client 
60.  
Approach for final year of contract agreement:  Alight provides 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. 
Alight 
Compliance 
61.  
Provide updates on federal and key state developments for benefits, ACA, and 
COBRA 
Alight 
62.  
Alight system updates for federal regulatory updates – modifications 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. 
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible  
63.  
Provide direction on compliance approach (e.g., fiduciary responsibility; 
interpretation of state law) 
Client 
64.  
Solicit (initial enrollment and annually) for missing dependent Social Security 
Numbers or Tax Identification Numbers for self-insured plans.  
Alight 
65.  
ACA: Hosting of Summary of Benefits and Coverage (provided by Client) and provide 
notice of availability 
Alight 
66.  
ACA: Produce print Notice of Health Care Exchange Options (Alight standard) 
Alight 
67.  
ACA: Calculation of health care cost and production of annual payroll file for posting 
on Form W-2. 
Alight 
68.  
ACA: Provide headcounts for Patient Centered Outcomes Research Institute (PCORI) 
filing  
Alight 
69.  
Provide counts for Form 5500 
Alight 
70.  
Produce and file Form 5500 
Client 
71.  
Review requests for Power of Attorney or Legal Guardian access to participant 
accounts and provide information on authorized parties to Alight. 
Client 
72.  
Review, approve and respond to Qualified Medical Child Support Orders (QMCSO), 
National Medical Support Noticed (NMSN) and requests form state agencies. 
Provide Alight with approved QMCSOs.  
Client 
73.  
Process and track approved QMCSOs (e.g., add dependent to coverage, track 
separate dependent address) 
Alight 
74.  
Evaluate eligibility claims and appeals, coordinate response to participants and 
provide Alight with direction on coverage updates. 
Client 
75.  
Perform annual preliminary Section 129 non-discrimination testing of the 
Dependent Care Flexible Spending Account using data on the Alight system. Reduce 
contributions for highly-compensated employees, as directed by client. 
Alight 
76.  
Perform final Section 129 non-discrimination test 
Client 
77.  
HIPAA notice: 
• 
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. 
Alight 
78.  
Produce Medicare Part D creditable coverage notice (Alight standard print notice) 
Alight 
79.  
Produce Medicaid Notice (Alight standard print notice) 
Alight 
80.  
San Francisco Health Care Security Ordinance 
• 
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 
Alight 
81.  
San Francisco Health Care Security Ordinance: coordinate filings with San Francisco 
Client 
82.  
Hawaii HC-5 Form opt out process 
Alight 
Conversion and Transition 
83.  
Live Date 04/1/2024  ongoing administration.  
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
Line Item 
# 
Description 
Responsible  
  
84.  
Affordable Care Act solutions – transition approach  
 
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 1/1/2024) 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).  
Alight 
85.  
The following data will be converted (via data file) from the prior H&W 
administrator: 
• 
Snapshot of current H&W elections, covered dependents and beneficiaries 
• 
Retiree demographic data 
• 
Election history (if applicable) – archive for future reference 
• 
COBRA enrollee data, including data on individuals who have experienced a 
qualifying event but have not yet enrolled in COBRA coverage  
 
Note that a “fresh start” approach will be utilized related to direct billing (no 
conversion of credits, payments, direct debit information or amounts owed). 
Alight 
 
* 
* 
* 
* 
* 
 
 
 
 
 
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Service Schedule 
Professional Services: Customer Care Services 
Section 16. Introduction. This Service Schedule is subject to the terms and conditions contained in the SOW 
to which it is attached and describes the processes, responsibilities, assumptions, and deliverables in 
connection with the provision of ongoing customer care Services to Client. 
 
Section 17. Customer Care Service Particulars. Table 1 describes the scope, assumptions, dependencies, 
and other particulars of the customer care Services that are included in the Recurring Fees. Changes will be 
managed through Change Order process. 
 
Table 1 
In-Scope 
Country 
Covered 
Populations  
Baseline 
Volume 
Primary 
Delivery 
Locations1 
Language2 
Channels/Tools3 
Hours/Days 
of 
Operation4 
United States 
See Line Item 
#2 
2,550 
North 
America 
India 
Philippines  
English and 
Spanish 
Voice 
Online case 
Appointments 
(for annual 
enrolment or 
specific events 
as agreed) 
Web chat 
9 hour 
window 
between 6:00 
am and 6:00 
pm MST 
1 The specific Services delivered from any of these delivery locations are at the discretion of Alight. 
2 Alight supports additional languages through translation service subject to the terms of the Fee Schedule. 
3 Automated tools will be available 24x7 excluding scheduled maintenance or as outlined above. 
4 Days of operation exclude local Alight standard holidays, to be communicated to Client annually as defined in the Business 
Requirements Document.  
 
Section 18. Customer Care Service Description and Responsibility Matrix.  
18.1. 
Table 2 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. 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.  
 
Table 2 
Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
 
 
Line item # 
Description  
Responsible  
1.  
Provide customer care representative Services for:  
− 
Navigational and process assistance via the channels designated in Table 1 
above for the following support areas [on Cloud System]: 
 Health Benefits 
Alight 
 
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Line item # 
Description  
Responsible  
2.  
Customer care covered populations include:  
– 
Active employees 
– 
Employees on leave 
– 
Terminated employees 
– 
Retirees 
– 
Survivors/Beneficiaries 
– 
Dependents 
For terminated employees and retirees, requests on historical information will only 
be supported as of the Live Date of Alight services. Events in transition will be set 
forth in the Business Requirements Document. 
Alight 
 
3.  
Receive and respond to customer interactions in a designated team environment 
using Alight customer service toolset and the channels listed in Table 1. Alight will 
implement and maintain the customer service support tools. 
Alight 
4.  
Staff customer care representatives according to Alight forecasting process, 
including historical trends for standard Alight clients and inputs provided by Client, if 
available. 
Alight 
 
5.  
Provide advance notification to your Alight client manager, when feasible, of changes 
in Client-owned systems, business, programs, HR, benefits and company policies, 
communications, or other activities that may affect customer care volumes. 
Specifically, any communications impacting customer care that are sent to the 
employee/manager population will be provided to customer care prior to 
distribution to employees. 
Client 
 
Call Routing Services  
6.  
Provide a Client-specific main toll-free phone number for U.S. and Canada and a toll 
solution for international callers. 
Alight 
 
7.  
Provide skill-based call prompter system with the ability to transfer callers to Client 
or other third parties; includes ability to use broadcast messages. 
Alight 
 
8.  
Provide Client and third-party phone numbers for call prompter routing 
Client 
9.  
U.S. and Canada only -- Provide toll fax number 
Alight 
Identification and Authentication 
10.  
Implement Alight approach to customer identification and authentication, as set 
forth in the Business Requirements Document. 
Alight 
Hearing Impaired Services 
11.  
Provide support for hearing impaired customers using TTY/relay or equivalent 
service. 
Alight 
Visual Impaired Services 
12.  
Provide support for visually impaired customers consistent with all other customers.  
Alight 
Customer Care Training 
13.  
Design, develop and deliver training initially and ongoing to customer care 
representatives on in-scope Services and Client culture. 
Alight 
14.  
Provide all required information and documentation to enable Alight to develop and 
deliver this training; participate in optional Client culture training for customer care 
staff. 
Client 
Customer Care Quality 
15.  
Provide ongoing quality monitoring and evaluation of customer care representatives 
as part of the performance management process. 
Alight 
Interaction Handling  
16.  
Track all interactions by topic. 
Alight 
17.  
Record all inbound and outbound customer care representative calls and retain call 
recordings for 24 months.  
Alight  
 
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Line item # 
Description  
Responsible  
18.  
Retain web chat transcripts for 24 months.  
Alight 
19.  
Provide electronic copies of recorded calls [for centers where call recording is in 
place] to designated Client contacts upon request, for escalations and dispute 
resolution. 
Alight 
 
Case Management 
20.  
Provide Alight-owned case management system that maintains all follow-up 
documentation from interactions and includes ability to route cases, attach 
correspondence, and provide reporting capabilities. Provide appropriate user 
access. 
Alight 
21.  
Allow employees to initiate cases via the case management system accessible via 
[Portal/Client Owned System]  
Alight 
22.  
Establish electronic case for each interaction that requires follow-up within Alight, 
third parties and/or Client. 
Alight 
23.  
Route cases to Client via case management for resolution per criteria and process as 
set forth in the Business Requirements Document. 
Alight 
24.  
Use case management to initiate and respond to escalated interactions requiring 
Client input based on workgroups and assignees defined in the Business 
Requirements Document. 
Client 
25.  
Track all cases until resolved and closed using case management system. 
Alight 
26.  
When a case is created and closed, notify the customer initiating the request via the 
appropriate channel. 
Alight 
Correspondence and Documentation 
27.  
Mailing address will be provided as needed. 
Alight 
Referrals and Transfers 
 
28.  
Provide Client and third-party contact information (phone numbers, URL’s and/or 
email addresses, as applicable). 
Client 
29.  
Coordinate referrals to Client and third parties as outlined in the Business 
Requirements Document. 
Alight  
U.S. Legal Document 
30.  
Review and approve legal documents as set forth in the Business Requirements 
Document, such as power of attorney, legal guardianship, representatives of the 
estate, and subpoenas. 
Client 
31.  
Provide available information to Client to complete legal document requests as set 
forth in the Business Requirements Document  
Alight 
Plan Sponsor Support 
32.  
Provide analytics and reports, in standard Alight format, that include:  
– 
Quarterly stewardship meetings and ongoing operational meetings. 
Updates on trends, strategies, solutions, and regulatory developments. 
– 
Monthly and quarterly summary interaction and analytics data (topics and 
volumes). 
– 
Service levels (as defined in the SLA Schedule). 
Alight 
Customer Satisfaction Survey 
33.  
Perform employee customer satisfaction survey according to Alight’s standard 
online survey methodology and questionnaire. 
Alight 
 
* 
* 
* 
* 
* 
 
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Service Schedule 
Professional Services: Smart-Choice Accounts 
Section 1. Introduction. This Service Schedule describes the processes, responsibilities, assumptions, and 
deliverables in connection with the provision of ongoing Smart-Choice Accounts Services to Client. 
Section 2. 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. 
Unless otherwise noted, the hours of operation for the Services are defined as Alight’s standard office hours 
in the delivery location. 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 in the Agreement shall be subject to the Change Order process. 
Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
 
Line Item 
# 
Description 
Responsible  
Data and Payroll Processing  
1.  
Receive/load a single participant’s conversion, eligibility and payroll data (as 
applicable by plan) 
Alight 
2.  
Convert in account balances from prior administrator (as needed)  
Alight 
3.  
Track employee/employer contributions to goal amounts based on plan 
design and IRS limits (as applicable by plan) 
Alight 
4.  
Conversion, eligibility and payroll data (as applicable by plan) provided in 
Alight standard format through a single electronic file transfer (no 
duplication of data feeds if already provided for other Alight services) 
Client  
5.  
Set up, test and send a single HRIS/census file to Alight (no duplication of 
data feeds if already provided for other Alight services) 
Client 
Implementation/Account Management  
6.  
Responsible for implementation activities including agendas, documenting 
Business Requirements Document, website development, risk mitigation 
and overall project plan  
Alight 
7.  
Implement and manage all plans based on final Business Requirements 
Document  
Alight 
8.  
Review/Sign-off of Business Requirements Document by mutually agreed 
upon deadline   
Client  
9.  
Assign client manager to receive any Client directions and address any 
operational issues that may arise from time to time in connection with the 
Services 
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
 
Line Item 
# 
Description 
Responsible  
10. 
Provide case management for events that require follow-up 
Alight 
11. 
Implement ongoing plan changes leveraging the Change Order process  
Alight/Client  
Reporting Administrator Tool  
12. 
Provide employer portal to access data analytics, view-only participant 
account information, monthly or ad hoc activity reports 
Alight 
13. 
Provide training to key Client reporting contacts  
Alight 
Participant Portal 
14. 
Provide a participant portal with the following functionality (as applicable 
based on account type): 
• 
account balances and other information, including claim status, 
transaction details and account history 
• 
alerts and message center 
• 
educational materials such as eligible expense list, plan descriptions, 
FAQs, and videos 
• 
ability to submit claims, save receipts for future use, sign-up for text 
alerts, manage direct deposit, order additional debit card, conduct 
investment transactions, print statements, and access tax forms 
Alight 
15. 
Portal is provided in English (website is compatible with on-line translation 
apps if foreign language needed) 
Alight 
16. 
Provide participant portal via mobile app or website with mobile responsive 
design for Android and iPhone devices  
Alight 
17. 
Support participant access to website via Alight Worklife platform 
Alight 
18. 
Portal is available 24/7, except for short periods of down time for routine 
maintenance 
Alight 
Customer Care  
19. 
Provide Client specific phone number (or a prompt on Alight customer care 
phone line provided for other Alight services where applicable) 
Alight 
20. 
Provide Customer care support Monday – Friday from 6:00 a.m. – 6:00 p.m. 
MST year-round except for Alight observed holidays. Support provided by 
Customer care includes navigational assistance, inquiry/issue resolution 
support, and website/mobile app navigation assistance 
Alight 
21. 
Identify and authenticate employees according to Alight’s customer identity 
management policy and procedures, as reviewed and approved by Client 
Alight 
22. 
Design, develop and deliver training initially and ongoing to customer care 
representatives on: 
− 
Client programs, transaction policies, and procedures 
− 
Customer care tools and Client applications 
− 
Client culture  
Alight  
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
 
Line Item 
# 
Description 
Responsible  
23. 
Provide all required information and documentation to enable Alight to 
develop and deliver this training; optional participation in Client culture 
training for customer care staff  
Client 
24. 
Conduct standard cross client customer satisfaction survey driven by calls 
to the center 
Alight 
25. 
Customer care provides support in English; access to translation services 
available as needed  
Alight 
26. 
Provide support for hearing impaired customers through industry-standard 
relay service 
Alight 
Claims and Settlement Processing  
27. 
Process claims daily via debit card, online submission, paper form 
(faxed/mailed), or via mobile/tablet (as applicable based on account type 
and plan design) 
Alight 
28. 
Reimbursement available via carrier files (if applicable, based on account 
type, plan design and availability of carrier files) and/or carrier files being 
used to substantiate debit card transactions 
Alight 
29. 
Non-debit card claims are reimbursed via direct deposit, check (no check 
minimum) or payroll (as applicable based on account type and plan design) 
Alight 
30. 
Credit Client’s settlement account with uncashed checks post expiration 
period   
Alight 
31. 
Perform research and claim adjustment requests due to an appeal decision 
will be made within 12 months from plan year close; or calendar year, 
depending on plan type 
Alight 
32. 
Maintain claims history visible on the website for 3 active plan year years 
and then archived offline and available for a period of 7 years 
Alight 
33. 
Claims must be presented in English and US currency  
Alight 
34. 
For non-payroll claim reimbursements (if applicable based on account type 
and plan design), request claim funding based on Client’s settlement choice:  
- 
ACH draw-down: Alight submits ACH debits and credits for daily 
settlement requests from Client’s account daily (an imprest balance of 
2% of the total goal amount is required for debit card transactions); or   
- 
Prefunding:  Client prefunds 5% of total participant elections into an 
external account (daily or weekly) 
Alight 
35. 
For non-payroll claim reimbursements (if applicable based on account type 
and plan design), timely claim funding based on Client’s settlement choice 
(it being understood that Alight will have no responsibility to fund any 
claims out of its own assets) 
Client 
Communications  
36. 
Provide standard written materials which includes educational materials, 
on-line videos, and FAQs 
Alight 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
 
Line Item 
# 
Description 
Responsible  
37. 
Ongoing, send system generated communications relevant by plan type  
Alight 
38. 
Provide employees selection options on how notifications will be delivered 
(i.e. mobile, email, or both) 
Alight 
39. 
Communications are provided in English 
Alight  
Compliance  
40. 
Consult with Client and update administration processes based on Client 
direction in response to major federal legislative and regulatory changes 
impacting current reimbursement account administration practices  
Alight 
41. 
Provide standard reimbursement account information required for Form 
5500 creation (if applicable based on account type) 
Alight 
42. 
Provide HIPAA Detailed Coverage Notice upon request (if applicable based 
on account type) 
Alight 
43. 
Provide Client with tool access to run one preliminary Section 129 testing 
report following annual enrollment (55% average benefits test) (if applicable 
based on account type) 
Alight  
44. 
Responds to survey for preliminary base-line discrimination test (if 
applicable based on account type) 
Client 
45. 
Determines action steps based on discrimination test results (if applicable 
based on account type) 
Client 
46. 
Adjust coverage on Alight reimbursement account system as directed by 
Client based on nondiscrimination testing results (if applicable based on 
account type) 
Alight 
47. 
Provide level one non-fiduciary claim appeals processing (FSA and HRA 
Plans only) 
- 
Generate claim review form for all plans covered under the ERISA 
appeals guidance with instructions on documentation requirements 
and mailing address to Alight’s claims and appeals management team 
(CAM) 
- 
CAM provides independent determination (level 1 claim) based on 
Client requirements 
- 
Provides Client with level one claim details/documentation if level two 
appeals is initiated 
- 
Alight adjusts claim(s) based on claim outcome (if applicable) 
Alight 
48. 
Fiduciary / level two claim appeals processing 
Client 
49. 
Responsible for filing any necessary reporting on state/city mandates that 
detail the Client offering, enrollment, and participation (if applicable) 
Client  
Debit Card (FSA Plans only) 
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Legend: 
Client = Client responsibility 
Alight = Alight responsibility 
N/A = Not Applicable 
 
Line Item 
# 
Description 
Responsible  
50. 
Provide debit card with merchant code restrictions based on each plan’s 
eligible expense list. Debit card has standard design with Alight’s logo, 
account number, participant’s name, Client name and expiration date. 
Employees are mailed one debit card (valid for 5 years) with user 
agreement and additional disclosures and can request up to 5 additional 
cards for eligible dependents at no additional fee 
Alight  
51. 
Provide a one card solution with multiple purses for clients offering 
multiple carded accounts   
Alight 
52. 
Auto-substantiation for Health Care FSA/HRA card claims occurs 
automatically through IIAS-certified merchants, copay matching, recurring 
expenses, select preapproved merchants and carrier files  
Alight 
53. 
Alight requests paper documentation to substantiate any claim not 
automatically validated 
Alight  
54. 
Update debit card transactions to an outstanding balance status if 
participants fail to provide documentation by communicated deadline 
Alight 
55. 
Recover overpayments resulting from non-substantiated claims from future 
approved claims or via check repayment and credit Client’s account 
monthly with recovered funds 
Alight 
56. 
Manage process for reporting and investigating fraud – lost/stolen cards are 
reissued with new account number 
Alight  
57. 
Provide Client with overpayment reports monthly  
Alight 
Flexible Spending Account Administration  
58. 
Provide reimbursement account administration services for health, limited 
use, and dependent care FSAs 
Alight 
59. 
Client chooses debit card, auto-reimbursement (EOB rollover), choice model 
(card or EOB rollover preference at the participant level with default). All 
models include manual submission of claims 
Client  
60. 
Administer grace period and/or carryover provision (if applicable) 
Alight 
61. 
Apply standard run-out period to file claims for prior plan year uniformly 
for all accounts  
Alight 
62. 
Deliver year-end reports including forfeitures and remaining overpayments 
45 days after end of run-out period  
Alight  
 
* 
* 
* 
* 
* 
 
 
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Fee Schedule 
Section 1. Subscription Services. 
1.1. 
Fee Table. 
Service 
Fee 
Type 
User Type* 
Baselin
e User 
Count 
Minimu
m User 
Count 
Per User 
Rate 
Targete
d Live 
Date** 
Fee 
Commencem
ent Date 
Alight Worklife Core Platform 
Alight Worklife 
Essentials 
Monthly 
H&W Eligible 
Participant 
1,697 
1,527 
$1.00 
April 1, 
2024 
April 1, 2024 
Alight Worklife Administration 
Health & Welfare 
Benefits 
Administration 
Monthly 
H&W Eligible 
Participant 
1,697 
1,527 
$1.40 
April 1, 
2024 
April 1, 2024 
Health Subscription 
Services: Flexible 
Spending Account 
Administration 
Technology 
Monthly 
FSA 
Participant 
328 
See Per 
User Rate 
$1.28 
 
The 
minimum 
monthly 
fee will 
equal $210 
regardless 
of the 
applicable 
Baseline 
Unit Count. 
April 1, 
2024 
April 1, 2024 
* 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. 
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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 Benefits Administration Ongoing 
Services 
$50,000 
 
2.1.2 
Invoicing. Implementation fees will be invoiced on or after the Effective Date. 
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 
Enrollment 
Fall, 2024 
Health & Welfare Benefits Managed Services – Ongoing 
Services 
April 1, 2024 
 
3.1.2. Fee Table. 
Service Category 
Unit 
Baseline 
Unit 
Count 
Minimum 
Unit 
Count 
Frequency 
Fees 
Health & Welfare Benefits Administration Solutions 
Standard Health 
& Welfare 
Benefits 
Administration 
Per H&W 
Eligible 
Participant 
2,550 
2,295 
Monthly 
$1.44 
Comprehensive 
COBRA Services  
Per H&W 
Eligible 
Participant 
2,550 
2,295 
Monthly 
$0.42 
Direct Billing 
Services or non-
COBRA enrollees  
Per Direct 
Bill 
Participant 
N/A 
N/A 
Monthly 
$5.00 
Health 
Professional 
Services: Flexible 
Spending 
FSA 
Participant 
328 
See Fees 
Monthly 
$2.97 
 
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Service Category 
Unit 
Baseline 
Unit 
Count 
Minimum 
Unit 
Count 
Frequency 
Fees 
Account 
Administration 
Services 
The minimum monthly fee will 
equal $490 regardless of the 
applicable Baseline Unit Count. 
Affordable Care 
Act – Section 
6055/6056 
Employer 
Reporting 
Solutions  
Comprehensive 
Solution (includes 
code derivation, 
form delivery, tax 
filing, and 
customer service 
per Services 
Schedule) 
Flat Fee 
N/A 
N/A 
Annually 
$12,000 for the first 1,000 H&W 
Eligible Participants; 
$2,000 annually for each 
additional 1,000 H&W Eligible 
Participants. 
 
Service is effective 4/1/2024 for 
2024 tax year, coincident with 
ongoing H&W administration 
services. The full 12 months of 
the annual fee should be paid 
prior to the first delivery of the 
tax forms.  
 
Federal Filings in the last year of 
the Agreement are not included.  
 
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. 
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Service Category 
Unit 
Baseline 
Unit 
Count 
Minimum 
Unit 
Count 
Frequency 
Fees 
ACA Individual 
State Mandate 
Filing 
Flat Fee 
N/A 
N/A 
Annually  
$4,500 per state filing 
Includes CA, DC, NJ, and RI. 
assuming Federal 1095-C data is 
utilized. 
Alight Care 
Health & Welfare 
Benefits 
Customer Care 
Services 
Per H&W 
Eligible 
Participant 
2,550 
2,295 
Monthly 
$2.16 
Additional Items 
Single Sign-On 
(“SSO”) 
Integration 
Per SSO 
N/A 
N/A 
Per 
Transaction 
2 SSOs included 
 
If additional SSOs requested by 
Client, Alight will establish 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 
configuration changes are 
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 
and Data 
Cleanup 
N/A 
N/A 
N/A 
N/A 
For no additional charge, Alight 
will provide up to 100 hours each 
year that can be used at Client’s 
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Service Category 
Unit 
Baseline 
Unit 
Count 
Minimum 
Unit 
Count 
Frequency 
Fees 
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. 
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 
and retirees 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 
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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 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. 
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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. 
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). 
* 
* 
* 
* 
* 
 
 
 
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Attachment D-1 SLA Schedule 
 
Section 1. General. The performance measures contained in this document apply to the Health & Welfare 
Ongoing Services that Alight provides under the Agreement. All measures are reported monthly unless noted 
otherwise. All financial calculations (fees at risk) are calculated quarterly, unless noted otherwise, using a 
weighted average of the three months during the calendar quarter for quarterly calculations. Any credits shall 
be applied toward outstanding and/or current month Ongoing Fees. 
Section 2. Definitions. Capitalized terms used but not defined in this Schedule shall have the meanings 
ascribed thereto in the Agreement. The following terms shall have the meanings set forth below solely for 
purposes of this Schedule: 
2.1. 
“At-Risk Amount” means, for any given quarter during the Term, 15% of the Ongoing Fees for 
such quarter. 
2.2. 
“Measurement Period” means the period against which Alight will measure and report on its 
performance against such Service Level. All Service Levels are reported monthly unless noted otherwise. All 
financial calculations (fees at risk) are calculated quarterly. 
2.3. 
“Performance Credit” means the monetary credit owed to Client by Alight for any Service 
Level Default.  
2.4. 
“Performance Credit Calculation” means the calculation of the Performance Credit, as set forth 
below, based on the difference between the Performance Target and the actual result of the Service Level 
where the actual result of the Service Level is less than the Performance Target of the same Service Level. 
2.5. 
“Performance Credit Maximum” has the meaning set forth below. 
2.6. 
“Performance Target” means the minimum level for a Service Level as set forth herein. 
2.7. 
“Service Level(s)” means the performance standards set forth herein. 
2.8. 
“Service Level Default” means failure to meet the Performance Target for the same Service 
Level.  
2.9. 
“Service Level Matrix” means the chart in this Schedule that sets forth the specific Service 
Level metrics. 
Section 3. Service Level Methodology. Alight will measure and report its performance of the Services 
against the Service Levels as set forth herein. 
3.1. 
Commencement of Obligations 
 Customer Care Center Availability, Voice Response Availability, and Portal Availability will commence 
immediately. The remaining Service Levels will commence in three phases. For an initial three-
month transition period after the applicable Live Date, there are no Performance Credits. 
Thereafter, all Performance Credits are calculated at 100% of the full amounts. 
3.2. 
Reporting and Measurement 
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3.2.1. Alight will provide to Client, as part of the monthly performance report, a soft-copy 
report describing Alight’s performance against the applicable Service Levels. Such report will include 
notification to Client of any failure to meet a Service Level during the corresponding calendar 
month. Such report will also calculate the potential Performance Credit applicable to such Service 
Level Default. The Parties shall mutually agree to the timing and delivery of reports as set forth 
herein. 
3.2.2. Alight will use its own tools for measuring Service Levels.  
3.2.3. The monthly performance report, as well as the data and detailed supporting 
information, will be Alight Confidential Information. 
3.2.4. For any Service Levels measured as a percentage where the measure is less than 
100%, it is intended that the overall volumes of transactions or records measured will be large enough 
to reach a single occurrence threshold, meaning that a single failure by Alight during the Measurement 
Period would not cause Alight to fail to meet such Service Level. If during a Measurement Period, the 
volume measured is less than the single occurrence threshold, then the following methodology will 
be used to determine the number of transactions that Alight must successfully complete with the 
required performance to have achieved the Service Level concerned: (a) the number of transactions 
occurring during such Measurement Period shall be multiplied by the stated percentage; and (b) if the 
product of that multiplication is not a whole number, then such product shall be rounded down to the 
nearest whole number. 
3.2.5. On an annual basis during the Term, Client may elect to reallocate Performance Credit 
Maximums using the Change Order Procedures. Any such reallocations require a minimum notice 
period of 60 days and would commence at the beginning of the subsequent quarter. For example, if 
Client provided notice of reallocations on January 15th, such reallocations would take effect on April 
1st. 
3.2.6. In quarters when the Customer Care Center does not receive at least 600 client-
specific calls, the enterprise-wide results will be used when calculating the quarterly Performance 
Credit. 
Section 4. Performance Credits  
4.1. 
 Of the Of the Service Levels listed below, Client may assign a “Performance Credit 
Maximum” between 0% and 2% in 0.5% increments for any one Service Level and in accordance with the 
maximums specified above. The sum of the Performance Credit Maximums across all Service Levels may 
not exceed 15%. Fees at risk for each measure are based on the quarterly Ongoing Fees. 
The following is an example of calculation of calculation of a Performance Credit: 
 
Performance Credit = A x B Where: 
A =Ongoing Fees for such quarter 
B =Performance Credit Calculation 
 
For example, assume that Alight commits a Service Level Default, and the Ongoing Fees for 
the quarter in which the Service Level Default occurred are $250,000. Additionally, assume 
that the applicable Performance Credit Calculation yields a result that is two percent (2%). 
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The Performance Credit due to Client for such Service Level Default would be computed as 
follows: 
$250,000 (A) x 2% (B) = $5,000 (the amount of the Performance Credit) 
4.2. 
If more than one Service Level Default has occurred in a single month, the sum of the 
corresponding Performance Credits will be credited to Client. 
4.3. 
In no event will the amount of Performance Credits credited to Client with respect to all 
Service Level Defaults occurring in a single quarter exceed, in total, the At-Risk Amount. 
4.4. 
The total amount of Performance Credits that Alight will be obligated to credit to Client will 
be reflected on the first invoice following the quarter which the Service Level Default giving rise to such 
credit occurred. 
4.5. 
Alight acknowledges and agrees that the Performance Credits shall not be deemed or 
construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and 
remedies Client has hereunder or under the Agreement. 
Section 5. Excused Performance  
5.1. 
Alight will not be responsible for a failure to meet any Service Level to the extent such failure 
is substantially attributable to any of the following: 
5.1.1. Circumstances that constitute a force majeure event under the MSA and/or Alight 
operating under its business continuity and disaster recovery plan; 
5.1.2. Any failure by Client to comply with its obligations or perform its assigned tasks 
under the Agreement, Alight’s reliance upon any Client direction or any information provided or 
otherwise made available to Alight by or on behalf of Client or any Service User in performing the 
Services, or any act or omission of any Client vendor or other Representative (other than Alight); 
5.1.3. Events that are substantially outside the control of Alight; 
5.1.4. Reductions in Services or resources requested or approved by Client and agreed to 
by the Parties through the Change Control Procedures; provided that Alight has previously notified 
Client in writing as part of such Change Control Procedures that the implementation of such request 
would result in such failure to meet the Service Level; or 
5.1.5. Significant (i.e., more than 120% in a month) unplanned and uncommunicated 
volume increases that are not expected to continue for a sustained period. 
 
 
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Section 6. Service Level Matrix  
Category 
Service Level 
Definition 
Calculation 
Reporte
d Period 
Measureme
nt Period 
Performan
ce Target 
Performan
ce Credit 
Maximum 
Fees-at-
Risk 
Calculation 
Customer 
Care 
Customer Care 
Center 
Availability 
Alight’s 
Customer 
Care Center 
is defined to 
be available if 
Customer 
Care 
Representati
ves are able 
to take 
participant 
calls and 
chats, access 
the system 
and submit 
transactions.  
Number of 
minutes the 
Customer Care 
Center is 
available to 
answer calls and 
chats divided by 
the number of 
minutes the 
Customer Care 
Center is 
scheduled to 
answer calls and 
chats. 
Monthly  
Quarterly 
99.5% 
1% 
0.1% of 
quarterly 
Ongoing Fees 
for each 0.1% 
below 99.5%. 
Customer 
Care 
Customer 
Satisfaction - 
Representative 
Percentage 
of Customer 
surveys 
indicating 
“overall 
satisfaction,” 
using a 6-
point scale 
where 6 
represents 
“Completely 
Satisfied/Stro
ngly Agree” 
and 1 
represents 
“Completely 
Dissatisfied/S
trongly 
Disagree” 
and “overall 
satisfaction” 
is defined as 
top 3 box 
responses. 
For purposes 
of this 
calculation, 
satisfaction 
measures 
satisfaction 
with the 
representativ
e on the most 
recent call or 
chat. 
 
Client specific 
results will be 
used when 
150 or more 
surveys are 
completed in 
a given 
quarter, 
otherwise 
measure will 
Calculated as 
the number of 
respondents 
selecting boxes 
4, 5, or 6 divided 
by the total 
number of 
respondents. 
 
Quarterly 
Quarterly 
80% 
1% 
1% of 
quarterly 
Ongoing Fees 
if the actual 
result is less 
than 80.0% 
but greater 
or equal to 
70.0%. 2% of 
quarterly 
Ongoing Fees 
if the actual 
result is 
below 70.0%. 
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Category 
Service Level 
Definition 
Calculation 
Reporte
d Period 
Measureme
nt Period 
Performan
ce Target 
Performan
ce Credit 
Maximum 
Fees-at-
Risk 
Calculation 
default to the 
Customer 
Care Center 
wide survey 
result. 
Customer 
Care 
Wait Time  
Wait time is 
defined as 
the amount 
of time a 
Participant 
waits to 
speak with a 
service 
center 
representativ
e after the 
call is 
transferred 
to the ACD 
system.  
Calculated as 
the number of 
telephone calls 
to the service 
center that are 
answered within 
30 seconds from 
time caller 
selected option 
to speak to 
representative 
divided by the 
total number of 
calls to the 
service center 
where caller 
selected option 
to speak to 
representative 
during the 
Measurement 
Period, 
expressed as a 
percentage. 
Monthly 
 
Quarterly 
80% (70% 
during the 
quarter with 
annual 
enrollment) 
2% 
0.25% of 
quarterly 
Ongoing Fees 
for each 2% 
below 80.0% 
(70.0%). 
Customer 
Care 
Abandonment 
Rate 
 
An 
abandoned 
call is defined 
as a call 
disconnected 
by the caller 
after the 
caller 
requests to 
be 
transferred 
to a 
Customer 
Care 
Representati
ve. 
Number of calls 
to the Customer 
Care Center 
disconnected by 
the caller after 
the caller 
requested to 
speak to a 
Customer Care 
Representative 
divided by the 
total number of 
calls where the 
caller requested 
to speak to a 
Customer Care 
Representative. 
Calls abandoned 
in less than 30 
seconds are 
excluded. 
Monthly 
Quarterly 
3.0% (5% 
during the 
quarter with 
annual 
enrollment) 
N/A 
N/A 
Customer 
Care 
First Contact 
Resolution—
Call and Chat 
A 
Participant’s 
interaction is 
considered 
resolved on 
the first 
attempt 
when the 
Participant is 
provided 
with 
information 
from a 
service 
Calculated as 
the total 
requests 
resolved and 
closed on first 
contact divided 
by the total 
requests closed 
during the 
Measurement 
Period, 
expressed as a 
percentage. 
 
Monthly 
Quarterly 
90.0% 
1% 
0.25% of 
quarterly 
Ongoing Fees 
for each 
1% below 
90.0%. 
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Category 
Service Level 
Definition 
Calculation 
Reporte
d Period 
Measureme
nt Period 
Performan
ce Target 
Performan
ce Credit 
Maximum 
Fees-at-
Risk 
Calculation 
center 
representativ
e without the 
need for 
additional 
action at the 
end of the 
Participant 
interaction. 
 
Excludes: 
Requests 
with 
universal 
exclusions 
(exclusions 
applied to all 
teams), death 
requests, 
appointment 
requests, 
third party 
partner 
requests, 
cancelled 
requests, and 
requests 
created using 
the self-
service portal 
channel. 
 
Includes: This 
measure 
includes 
interactions 
completed 
using assisted 
channels, call 
and chat. 
Case 
Manageme
nt 
Case 
Management - 
5 Days 
Measures the 
number of 
cases that 
were 
resolved on 
time.  
 
"On time" is 
defined as 5 
business 
days. 
 
A case is 
considered to 
be each 
instance 
where follow 
up is 
required.  
 
Death and 
Document 
Processing 
cases that 
Number of cases 
closed within 5 
business days 
divided by the 
number of cases 
closed during 
the 
measurement 
period. 
Monthly 
Quarterly 
90.0% 
1% 
0.25% of 
quarterly 
Ongoing Fees 
for each 1% 
below 90.0%. 
 
 
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Category 
Service Level 
Definition 
Calculation 
Reporte
d Period 
Measureme
nt Period 
Performan
ce Target 
Performan
ce Credit 
Maximum 
Fees-at-
Risk 
Calculation 
require 
follow up 
outside 
Alight’s 
control are 
excluded 
from any 
calculation of 
fees at risk.  
Case 
Manageme
nt 
Case 
Management - 
20 Days 
Measures the 
number of 
cases that 
were 
resolved on 
time.  
 
"On time" is 
defined as 20 
business 
days. 
 
A case is 
considered to 
be each 
instance 
where follow 
up is 
required.  
 
Death and 
Document 
Processing 
cases that 
require 
follow up 
outside 
Alight’s 
control are 
excluded 
from any 
calculation of 
fees at risk.  
Number of cases 
closed within 20 
business days 
divided by the 
number of cases 
closed during 
the 
measurement 
period. 
Monthly 
Quarterly 
98.0% 
1% 
0.25% of 
quarterly 
Ongoing Fees 
for each 1% 
below 98.0%. 
 
 
Client 
Satisfaction 
Client 
Satisfaction 
Alight 
Solutions will 
measure 
Client 
Satisfaction 
Semi-
Annually via 
Alight 
Solutions 
standard 
Client 
Satisfaction 
Survey.  
On a Semi-
Annual basis, 
Alight Solutions 
will survey Client 
representatives 
utilizing Alight 
Solutions 
standard Client 
Satisfaction 
Survey. The 
performance 
measure 
requires at least 
3 Client 
responses. The 
measure is 
calculated by 
taking the total 
number of 
actual points 
from survey 
responses 
Quarterly 
 
Quarterly 
 
70% 
1% 
If score is less 
than 70%, 
Alight and 
Client will 
meet to 
discuss 
results of the 
survey and 
develop an 
action plan to 
address the 
cause(s) of 
the 
dissatisfactio
n. Such 
meeting 
should occur 
within 30 
days of 
request. 
If all action 
items are not 
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Category 
Service Level 
Definition 
Calculation 
Reporte
d Period 
Measureme
nt Period 
Performan
ce Target 
Performan
ce Credit 
Maximum 
Fees-at-
Risk 
Calculation 
divided by the 
total number of 
possible points. 
Measure is 
based on a 10-
point scale with 
1 is “Extremely 
Dissatisfied” and 
10 is “Extremely 
Satisfied”.  
 
Action items 
which are not 
solely within 
Alight’s control 
are excluded 
from any 
calculation of 
fees-at-risk.  
completed on 
time as 
agreed upon, 
the full 
fees-at-risk 
amount will 
be paid.  
Note: If Client 
does not 
fulfill its 
obligations in 
the action 
plan, 
fees-at-risk 
will not be 
paid. 
 
System 
Availability 
Portal 
Availability 
Portal 
availability. 
Calculated as 
the number of 
total number of 
minutes Alight’s 
portal is 
accessible 
divided by the 
total number of 
minutes the 
portal is 
scheduled to be 
available. 
Monthly 
Quarterly 
99.5% 
1% 
0.1% of 
quarterly 
Ongoing Fees 
for each 0.1% 
below 99.5%. 
System 
Availability  
Voice Response 
Availability 
Alight’s voice 
response 
system is 
defined to be 
available if a 
Participant 
can access 
the voice 
response 
system, enter 
a valid ID, 
and access 
Participant 
information. 
 
Voice 
Response 
Availability is 
measured 
against a 24 X 
7 X 365 
standard 
excluding 
periods of 
maintenance 
and systems 
upgrades, 
with prior 
notification. 
Calculated as 
the total 
number of 
minutes Alight’s 
voice response 
system is 
available divided 
by the total 
number of 
minutes it is 
scheduled for 
availability 
during the 
Measurement 
Period, 
expressed as a 
percentage. 
Monthly 
Quarterly 
99.5% 
1% 
0.1% of 
quarterly 
Ongoing Fees 
for each 0.1% 
below 99.5%. 
Transaction 
Timeliness 
HR Data 
Timeliness 
 
Percentage 
of incoming 
HR Data 
The total 
number of HR 
events posted to 
the system 
Monthly 
Quarterly 
95.0% 
1% 
0.25% of 
quarterly 
Ongoing Fees 
for each 
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Category 
Service Level 
Definition 
Calculation 
Reporte
d Period 
Measureme
nt Period 
Performan
ce Target 
Performan
ce Credit 
Maximum 
Fees-at-
Risk 
Calculation 
posted within 
24 hours. 
within 24 hours 
compared to the 
total number of 
HR transactions 
received. 
Inaccurate data 
or data not 
posted for 
reasons outside 
of Alight’s 
control are 
excluded from 
any calculation 
of fees at risk. 
1% below 
95%. 
 
Timely 
Transmission of 
Third-Party 
Interfaces: 
H&W Health 
Plan Eligibility 
Files  
Percentage 
of outbound 
(from Alight) 
electronic 
interfaces 
sent within 
the agreed 
upon 
timeframe as 
defined in 
the 
Requirement
s Document. 
Number of 
electronic 
interfaces sent 
within the 
agreed upon 
timeframe 
divided by the 
total number of 
electronic 
interfaces sent. 
Interfaces that 
are sent late for 
reasons outside 
of Alight’s 
control are 
excluded from 
any calculation 
of fees at risk. 
Monthly 
Quarterly  
95.0% 
2% 
0.25% of 
quarterly 
Ongoing Fees 
for each 
1% below 
95%. 
 
Timely 
Transmission of 
Third-Party 
Interfaces: 
H&W Payroll 
Deduction Files  
 
Percentage 
of outbound 
(from Alight) 
electronic 
interfaces 
sent within 
the agreed 
upon 
timeframe as 
defined in 
the 
Requirement
s Document. 
Number of 
electronic 
interfaces sent 
within the 
agreed upon 
timeframe 
divided by the 
total number of 
electronic 
interfaces sent. 
Interfaces that 
are sent late for 
reasons outside 
of Alight’s 
control are 
excluded from 
any calculation 
of fees at risk. 
Monthly 
Quarterly  
95.0% 
2% 
0.25% of 
quarterly 
Ongoing Fees 
for each 
1% below 
95%. 
 
Issue Response and Resolution Time Requirements:     
Alight will respond and resolve issues stemming from the Subscription Services according to the schedule 
below based on the severity of the issue as defined therein: 
 
 
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Severity 
Response Time 
Resolution Time 
Severity 1 – High Impact 
Renders use of any critical function of the 
Subscription Services commercially unfeasible, 
impossible or seriously impractical and for which 
no workaround exists 
1 hour;  
Status Update Time: As 
Required 
1 Business Day 
Severity 2 – Medium Impact 
Makes continued use of the Subscription 
Services materially inconvenient and 
substantially reduces its value for a significant 
number of users and for which no workaround 
exists 
2 hours;  
Status Update Time: As 
Required 
2 Business Days 
Severity 3 – Low Impact 
Makes continued use of the Subscription 
Services difficult but for which a workaround 
exists 
2 Business Days 
Status Update Time: As 
Required 
5 Business Days 
Severity 4 – Other  
Any issue with the Subscription Services that 
does not meet the definition of a Severity 1, 
Severity 2 or Severity 3 issue 
5 Business Days 
Status Update Time: As 
Required 
Next regular 
Subscription Service 
update 
 
For the avoidance of doubt, the foregoing applies to issues stemming from the Subscription Services and 
not issues stemming from any Professional Services performed by Alight. 
Root Cause Analysis (“RCA”):  RCA will be created for any Severity Level 1 or 2 incident and will be provided 
to Client no more than 10 days after the resolution of the incident. Alight shall: (i) promptly investigate the 
root cause(s) of the failure and deliver to Client a written report identifying such root cause(s); (ii) mitigate 
the problem for future Services; and (iii) advise Client of the status of such corrective efforts within 30 days 
of the incident date. Alight shall not be required to correct problems for which Client is responsible and that 
prevent Alight from meeting any Service Level. In addition, Alight shall not be obligated to re-perform the 
foregoing RCA where the parties mutually agree that the problem is attributable to Client’s failure to correct 
a problem for which Client is responsible. When the root cause cannot be determined, the parties shall work 
together to resolve and correct problems to their mutual satisfaction. 
 
 
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Termination Assistance Services Schedule 
 
Activity 
Alight Responsibilities 
Fee Provisions 
Project 
Management 
Participate in conference calls with 
the successor service provider to 
ensure coordination and fulfillment 
of transition responsibilities. 
No charge for preparation or participation in 
conference calls of up to 2 hours bi-weekly. 
Employee 
Data 
Provide single consolidated feed of 
data in standard format via 
electronic media. 
No charge for providing in Alight format. 
Fee-for-service for customization of format 
using Change Order process. 
Dependent 
Data 
Provide single consolidated feed of 
data in standard format via 
electronic media (if not in 
“Employee Data” above) including 
benefit start and end dates. 
No charge for providing in Alight format. 
Fee-for-service for customization of format 
using Change Order process. 
Beneficiary 
Data 
Provide single consolidated feed of 
beneficiary election data in 
standard format via electronic 
media (if not in “Employee Data” 
above). 
No charge for providing in Alight format. 
Fee-for-service for customization of format 
using Change Order process. 
Case 
Tracking 
Data 
Provide all current case tracking 
information in standard format via 
electronic media. 
No charge for providing in Alight format. 
Fee-for-service for customization of format 
using Change Order process. 
 
 
 
 
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