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Contract - Alight Solutions - 10/10/2019
Master Services Agreement This Master Services Agreement (this "Agreement"), effective as of January 1, 2020 (the "Effective Date"), is by and between City of Round Rock, a TX home-rule municipality with its principal place of business at 221 East Main St, Round Rock, TX 78664 ("Client") and Alight Solutions LLC, an Illinois limited liability company with its principal place of business at 4 Overlook Point, Lincolnshire IL 60069("Alight"). Client and Alight may be individually referred to herein as a "Party"or collectively as the"Parties." 1. Services. (a) Alight will provide services to Client as described in the Statement(s) of Work ("SOW") attached hereto as Schedule A hereto (the"Services"). Client will pay compensation to Alight for the Services as specified in Schedule B. Alight shall have discretion and flexibility to structure its operations to deliver the Services from various Alight service locations and Alight affiliates located globally. Client will submit to Alight all Client Information in Client's control necessary for Alight to perform the Services covered by this Agreement. Client is responsible for the accuracy and completeness of any and all Client Information that is submitted to Alight. Client agrees to notify Alight as soon as possible of any problems or errors in Client Information submitted. Services performed by Alight in correcting such problems or errors are additional services for which additional fees will be payable. Client shall obtain any consent necessary to enable Alight's provision of the Services as contemplated herein. (b) Certain of the Services described in the SOW may be set out with greater specificity in document(s) which set(s) forth the detailed rules by which the Services will be rendered (as amended or supplemented from time to time, the "Business Requirements Document"). The Business Requirements Document shall be prepared by Alight (after consulting with Client) and submitted to Client for approval. Approved portions of the submitted Business Requirements Document will be incorporated by reference into this Agreement. The Parties will cooperate to resolve any written comments or objections of Client and revise the Business Requirements Document accordingly. If Client's comments or objections to any submitted portion(s) are not delivered to Alight within fifteen (15) business days of submission, the submitted portion(s) shall be deemed approved until the Parties agree otherwise. Amendments,updates and revisions to the Business Requirements Document shall follow this procedure or may be documented via the change order process described in this Agreement. If there are any conflicts between the SOW and the Business Requirements Document, the Business Requirements Document will control. (c) Alight shall at all times during the Term remain in material compliance with all federal,state and local laws and regulations("Laws")that are applicable to Alight in its capacity as a service provider. Client shall at all times during the Term remain in material compliance with all Laws that are applicable to Client's business and operations. (d) The Parties may agree to revise or change the nature and scope of some or all of the Services from time to time during the Term as described in this Section. If the Parties agree to proceed with a change or with further discussions related to such change, Alight shall: (i) complete a change order that includes the description of the change, if any, and the impact of the change on the Services and the fees payable hereunder; and (ii)submit the change order for the review of an Authorized Representative of Client. If both Parties agree to implement such change order, an Authorized Representative of each Party shall indicate such Party's acceptance of the change order. Acceptance of a change order shall constitute an amendment to this Agreement and shall be binding on both Parties. Change orders may also trigger the need to update, amend or otherwise revise the Business Requirements Document. As used herein, "Authorized Representative" means, with respect to each Party, one or more persons who are duly authorized by such Party to address operational issues that may arise from time to time under this Agreement. Each Parry shall designate in writing (including by email) an appropriate person or persons (or designated alternates) as their respective 1 R-20(9-040 3 G d-v2) Authorized Representatives. Each Party may supplement or otherwise modify its list of Authorized Representatives from time to time by written notice to the other Party without the need to amend this Agreement. Each Party's Authorized Representatives shall have authority to issue, execute, grant or provide any client directions, approvals, requests, change orders, notices or other communications required hereunder or requested by the other Party hereto. (e) In the course of providing the Services, Alight may receive written (including by email) or oral instruction or direction from Client's Authorized Representative that does not constitute a change order or may not be documented as a change order in a timely way. Alight may rely, in performing its obligations under this Agreement, upon any such direction or any information, data,document or instrument supplied by Client or an employee of Client or applicable benefit plan participant. If and to the extent that Alight or any of its subcontractors acts or fails to act as a result of or based upon any such direction or employee or participant direction, Alight shall be relieved of any liability arising therefrom, and such act or failure to act shall not constitute a breach of any obligation of Alight contained in this Agreement. Alight shall be responsible for taking the initiative to resolve issues related to the Services under this Agreement, but if Alight reasonably requests instruction or direction from Client and does not receive such direction in a timely manner, Alight shall not be deemed to have breached this Agreement with respect to any act or failure to act undertaken in good faith relating to the instructions requested. 2. Term and Termination (a) The initial term of this Agreement (the "Initial Term") commences on the Effective Date and shall end on the first anniversary of the date on which the Services commence, which is scheduled to occur on January 1, 2020 (the "Live Date"), unless it is terminated earlier as provided in this Section. Upon the expiration of the Initial Term or any Renewal Term (together, the "Term"), this Agreement shall automatically renew for successive one year terms (each, a "Renewal Term") unless either Party provides the other Party with a written termination notice at least ninety(90) days prior to the end of the Initial Term or any Renewal Term. If any aspect of the Services extends beyond the termination date of this Agreement, the applicable terms of this Agreement shall extend automatically for such Services until the Services are completed. (b) Either Party may terminate this Agreement or any SOW for convenience at any time upon ninety (90) days prior written notice to the other Party. In the event Client terminates this Agreement or an SOW for convenience pursuant to this Section, or Alight terminates this Agreement pursuant to Section 2(c) due to Client's failure to pay undisputed amounts when due, Client shall pay the applicable termination fees identified in Schedule B, plus any unpaid transition charges and unpaid fees for ongoing Services up through the effective date of termination. Such termination fees shall be based on the date of termination and shall be due and payable with the notice of the termination. (c) Either Party may terminate this Agreement for cause upon thirty (30) days prior written notice to the other Party, provided that such other Party shall have the opportunity to cure any breach within such thirty(30)days. Except in the case of a payment default,the thirty(30)day cure period may be extended if the defaulting Party is making all reasonable efforts to promptly cure the non-performance and within such period,the defaulting Party gives the non-defaulting Party written notice of the defaulting Party's need for an extension and of the actions it is taking to cure its breach or non-performance. As used in this Section, the term "reasonable efforts" shall include the application of diligence and resources reasonably necessary to cure the non- performance in a business-like fashion with due regard to the seriousness of such non- performance or non-compliance and its impact upon the non-defaulting Party and those to whom the non-defaulting Party may have legal or contractual obligations. In the event that a purported termination for cause by Client under Section 2(c)is determined not to be properly a termination for cause, then such termination by Client will be deemed to be a termination for convenience under this Section. 2 (d) Alight shall, upon Client's request following delivery of a termination notice but prior to the end of the Term, if all payments due to Alight under this Agreement have been paid, provide reasonable termination assistance. Alight may retain a reasonable number of archival copies of Client Information for Alight's audit and archival purposes. All Alight Information and other Alight Confidential Information, together with any copies thereof, in Client's possession or control will either be returned to Alight or destroyed with written certification to Alight of such destruction by Client. 3. Ownership and Control of Data and Work Product (a) "Client Information" is defined as all information, data, and materials (in whatever form or media) provided to Alight under this Agreement by or on behalf of Client. "Alight Information" is defined as all information and materials (in whatever form or media) provided to Client by or on behalf of Alight other than Client Information. Alight Information includes, but is not limited to: letters, reports and other presentations; each Alight web site on the World Wide Web through which it may perform the Services and make related information and/or other content available to Client as may be modified from time to time; any software, including underlying source and object code, and instructions embedded in spreadsheets, owned by or licensed to Alight; Alight's responses to Client's requests for proposal or other proposal related documentation; Alight's standard materials and derivatives thereof and related materials; and Alight's generalized practices, techniques, business processes, and know-how regardless of whether developed in connection with the Services or engagements with other Alight clients. (b) As between Client and Alight: (i)Alight will retain all right,title and interest in and to all Alight Information; and (ii)Client will retain all right, title and interest in and to all Client Information. (c) Subject to the terms of this Agreement, Alight grants to Client a non-exclusive, non- sublicenseable, non-transferable, royalty-free right and license during the Term to access and use the Alight Information made available by Alight to Client solely to receive the Services. The foregoing right and license may be subject to additional restrictions specific to Alight's suppliers and the third-party software and materials. Client's license and access rights to Alight Information expire as of the end of the Term. (d) Client grants Alight and its affiliates and subcontractors a non-exclusive, sub-licensable, non-transferable, royalty-free right and license during the Term to use the Client Information made available by Client to Alight in connection with the performance of the Services. (e) Client will not (i) create derivative works based on, modify, or translate the Alight Information; (ii) sell, assign, distribute, lease, market, rent, sublicense, transfer, or otherwise grant rights to the Alight Information in whole or in part to any third party;(iii)obfuscate,remove or alter any of the internet links or copyright or other proprietary legends that are in the Alight Information or that are displayed on pages served by the Alight Information; or (iv) reverse engineer, decompile or disassemble Alight Information or any part thereof or otherwise obtain or attempt to obtain the source code for Alight Information. (f) Nothing in this Agreement affects either Party's right to make use of its general knowledge, know-how (including processes, ideas, concepts and techniques developed in the course of performing the Services hereunder) and skill acquired or developed in the course of this Agreement. 4. Confidentiality (a) For the purposes of this Agreement, "Confidential Information" includes: (i) the terms of this Agreement; (ii) Client Information; (iii) Alight Information; and (iv) any other information which should reasonably be deemed confidential by the recipient. Each Party's respective Confidential Information will remain its sole and exclusive property. Confidential Information shall not include any information that: (1) at the time of disclosure or subsequent to the disclosure the information was or becomes part of the public domain, except through direct or indirect disclosure by the recipient in breach of this Section; (2) was in the recipient's possession free of any obligation of confidence at the time of disclosure by or on behalf of the discloser to the recipient and was not otherwise acquired, directly or indirectly. from the 3 discloser; or (3) was developed independently by the recipient or its employees, consultants or agents without use of the discloser's Confidential Information. (b) Each Party will use reasonable efforts to cause its employees to prevent unauthorized disclosure, of the Confidential Information of the other Party. Each Party agrees that only its employees (and in Alight's case, any subcontractors through which Alight is performing the Services or vendors providing back-office support)who have a need to know the Confidential Information of the other Party will receive such Confidential Information. No Party will disclose the other Party's Confidential Information to a third party (other than an Alight subcontractor or vendor as described above)without the prior written consent of the other Party. (c) The receiver may disclose Confidential Information as required to comply with a valid order or other requirement of a court or other governmental body. Written notice of such order or requirement shall be given to the discloser promptly after being subject to such order or requirement and, if practicable, in advance of the required disclosure. The receiver shall cooperate with efforts by the discloser to seek a modification of the disclosure requirement and/or a confidentiality agreement or protective order governing the disclosure. (d) Except as expressly set forth in this Section, each Party recognizes that its inappropriate disclosure or use of Confidential Information of the discloser may give rise to irreparable injury to the discloser and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, each Party(in its capacity as discloser) has the right to seek equitable and injunctive relief to prevent the unauthorized possession, use, disclosure or knowledge of any Confidential Information. 5. Liability/Indemnification (a) Alight will correct its work product without additional charge if any errors or omissions occur in its work. Alight shall indemnify and hold Client harmless from and against any and all damages, losses, liabilities,and expenses, including reasonable attorney's fees and expenses (collectively "Losses") arising from Alight's failure to comply with the applicable terms and conditions of this Agreement (regardless of whether such Losses are based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise). (b) If Client (or its directors, officers, employees and agents) suffers Losses as a result of Alight's breach of its obligations hereunder, Alight's maximum aggregate liability for Losses with respect to Alight's acts,errors or omissions during the Term shall be limited to the amount of fees paid to Alight by Client under the Agreement during such year, except to the extent such Losses result from (i) Alight's willful, fraudulent or criminal misconduct, (ii) the bodily injury, including death or damage to real or personal property of Client or its employees, or(iii) claims made against Client due to the infringement of Alight Information on a third party's proprietary rights. (c) Subject to Alight's indemnity obligations in Section 5(a), Client shall indemnify, defend, and hold Alight harmless from and against any and all Losses of any nature relating to claims made by third parties, including, without limitation, Client's employees, affiliates, and plans and plan participants, with respect to the Services provided hereunder. Client is responsible for defending all claims made by Client's employees, affiliates,and plans and plan participants, with respect to the Services provided hereunder. Client's obligation to defend claims under this Section 5(c) shall not affect any Alight obligation to indemnify Client for Losses in connection with such claims under Section 5(a), provided that the full extent of Alight's responsibility for any and all Losses arising out of Alight's performance of the Services provided hereunder shall be as set forth in Section 5(b). (d) In no event shall either Party have any liability, regardless of the form of action and on any theory of liability, including contract, strict liability, negligence or other tort, for any loss of interest, profit or revenue by the other Party or for any consequential, indirect, incidental, special, punitive or exemplary damages(including loss of data, harm to reputation, lost profits, drop in share price, impaired goodwill or lost productivity)suffered by the other Party, arising 4 from or related to this Agreement, even if such Party has been advised of the possibility of such losses or damages. (e) Each party shall use reasonable efforts to mitigate its own, as well as the other party's, liability, damages, and other losses suffered in connection with and arising out of this Agreement. 6. Miscellaneous (a) The Business Requirements Document, Schedules to this Agreement and any change orders executed by the Parties are incorporated into and deemed part of this Agreement. The Section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement. References to Sections and Schedules are to the referenced portions of this Agreement unless otherwise specified. If there is an inconsistency between the terms in the body of this Agreement and any other agreed upon contractual document attached to (including Schedules), incorporated into (including the Business Requirements Document and change orders), or executed in connection with this Agreement, the terms of the Schedule, Business Requirements Document or change order shall prevail. (b) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either party may give the other party written notice of any dispute not resolved in the ordinary course of business. All negotiations between the parties conducted pursuant to the dispute resolution process described herein (and any of the parties'submissions in contemplation hereof)shall be kept confidential by the parties and shall be treated by the parties and their respective representatives as compromise and settlement negotiations for purposes of the applicable court rules of evidence. (c) This Agreement has been entered into for the sole benefit of the Parties and their respective permitted successors and assigns. Except as specifically set forth in this Agreement, the Parties do not intend the benefits of this Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right,claim or cause of action in favor of any such third party against any Party. (d) Alight shall not have any discretion with respect to the management or administration of any Client human resources policy or benefit plan, or with respect to determining or changing the rules or policies pertaining to eligibility or entitlement of any employee or benefit plan participant in any such policy or plan to benefits under such policy or plan. Alight also shall not have any control or authority with respect to any assets of any Client human resources policy or benefit plan, including the investment or disposition thereof.All discretion and control with respect to the terms, administration or assets of any Client human resources policy or benefit plan shall remain with Client or with the named fiduciaries under such policy or plan. (e) This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of Alight and Client. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except Alight may assign its rights and obligations to an affiliate entity controlled by, controlling, or in common control with Alight or in connection with an initial public offering of Alight's business. (f) Neither Party will be in breach of this Agreement or any Schedule as a result of, nor will either Party be liable to the other Party for, liabilities, damages, or other losses arising out of delays in performance caused by acts of God, government authority, strike or labor disputes, fires or other loss of facilities, and other similar occurrences as long as such Party is diligently attempting to correct the cause of the delay. Alight's failure to perform the Services or its other obligations in accordance with the applicable terms of this Agreement shall be excused to the extent that any such failure is attributable to (i) Client's or Client's third parties failure to fulfill its obligations under this Agreement or to take corrective action within tasks allocated to Client in the SOW or (ii) Client's failure to follow the rules, policies and procedures of which they have been notified relating to the Services. 5 (g) Alight is authorized to include Client and its trademarks and logos in lists of Alight clients, proposals and internal communications. (h) Alight (with the assistance of third parties who are subject to confidentiality agreements) may develop and use various reports, surveys, analytics studies and data compilations (collectively, "Data Derivations") for any business purpose, including analyses, extracts and derivations of Client Information, provided that such Data Derivations are comprised of anonymized data and do not contain any information that is identifiable to any third party recipient as originating from Client or its affiliates, employees or personnel. Alight may also use Client Information to the extent and for purposes authorized by the employee or participant whose data is being used. (i) It is expressly understood and agreed that the Parties' respective obligations under this Agreement that by their nature continue beyond the termination or expiration of this Agreement shall survive such termination or expiration of this Agreement. (j) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,then the remaining provisions of this Agreement, if capable of substantial performance, shall remain in full force and effect. No delay or omission by either Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be signed by the Party waiving its rights. Except as otherwise provided, all remedies available to a Party for breach of this Agreement under this Agreement, at law or in equity, are cumulative and may be exercised concurrently or separately,and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. (k) In the event of any suit or action to construe or enforce this Agreement, or any portion thereof, the prevailing Party will be entitled to recover, in addition to any charges fixed by the court, its costs and expenses of such suit or action, including reasonable attorneys' fees and costs.A prevailing Party shall be the Party obtaining relief in respect of its suit or action whether by way of final and non-appealable judgment or order, or an award or order that provides injunctive relief or an agreement to take or refrain from taking specific action (1) As US entities, the Parties are subject to the laws and regulations enforced by the United States Office of Foreign Assets Control (OFAC). 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. (m)This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the Laws of the State of Illinois, without giving effect to the principles thereof relating to the conflicts of laws, except to the extent superseded or preempted by federal law. (n) After the execution and delivery of this Agreement and without any additional consideration, each of the Parties shall execute and deliver any further legal instruments and perform any actions which are or may become reasonably necessary to effectuate the purposes of this Agreement. (o) Except as specifically set forth in this Agreement, all consents, approvals, notices, requests, and similar actions to be given or taken by either Party under this Agreement shall not be unreasonably withheld or delayed and each Parry shall make only reasonable requests under this Agreement. (p) The compensation paid to Alight attributable to the performance or receipt of the Services do not include any applicable federal, state or local sales, use, excise, value-added, withholding, personal property or other similar taxes (collectively"Transaction Taxes"). Client shall be solely responsible for any and all Transaction Taxes. The Transaction Taxes will be separately identified on an invoice and will be payable in accordance with the applicable terms of this Agreement. Client and Alight shall each bear sole responsibility for all federal, state or local taxes or assessments resulting from its respective (i) net income; (ii) capital (e.g., state 6 franchise taxes); (iii)gross receipts that are imposed on the privilege of doing business; or(iv) personal property or owned or leased real property used in connection with the performance or receipt of the Services. (q) As required by Chapter 2270, Texas Government Code, Alight hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. (r) This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and there are no other representations, understandings or agreements between the Parties relative to such subject matter. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless signed by an authorized representative of each of the Parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. IN WITNESS WHEREOF,authorized representatives of the Parties have executed this Master Services Agreement: Alight Solutions By: //// Name iti 45y le: Cylr Date: 10-/7 A-9019' City of#t ck By: -tom ,.- Name: WRIT 5C_ Title: &&eDR PRO--rtm Date: lD//D1Zo(9 7 Schedule A— Healthcare Navigation Delivery Model Administrative Services Agreement between City of Round Rock ("Client") and Alight Solutions LLC ("Alight Solutions") January 1, 2020 About this material This document contains the delivery model for Navigation services provided by Alight Solutions LLC. Healthcare navigation solutions core competencies include: Navigator • Alight Health Pro support dedicated to members • Bill and Claim Review/Resolution: including reviews for accuracy, claims corrections, coordination of benefits, appeals processes, etc. • Administrative coordination of complex care for patient: such as surgery pre-certification, prior-authorizations, etc. • Connecting into client's third-party programs (EAP, Telemedicine services, nurse lines, tobacco cessation, weight management, and many more.) • Helping employees/dependents navigate the health care system and connect to the best resources for their individual situations • Insurance benefit, clinical policy, &coverage questions • Monthly member communications (from their Health Pro)that direct members to Health Pro support. • Find highly-rated, cost effective providers and care • Compare cost for procedures and care • 24/7 access to decision support tools • Find lower cost alternatives for prescriptions The delivery model describes the range of services Alight can provide: Navigator-Comprehensive healthcare navigation from a personal healthcare expert(e.g., Alight Health Pro consultant)and/or self-service technology (e.g., mobile app or online web portal)that helps employees and their families get assistance choosing a health plan, resolve medical billing issues, assist with understanding their health benefits, assist with scheduling appointments, find highly-rated, cost-effective providers and care, compare costs for procedures and care, and find lower cost alternatives for prescriptions. Compass Navigator empowers your people to make simpler, smarter healthcare decisions every day that improve care and lower healthcare costs The delivery model is tailored for City of Round Rock based on your needs and is the basis for Alight's fees. The client-specific document becomes an attachment to the contract 8 between Alight and the client. Alight is only responsible for delivering the services specifically listed in this document as part of its Navigation offer. This delivery model does not replace or modify existing or future agreements between the client and Alight for services other than Navigation. Note: Information provided by Health Pros is for informational purposes only and is not a substitute for personalized medical advice. Employees should seek the advice of their physician, or a qualified professional, before they make final decisions regarding their personal situation. Function Alight Client or third -party Service effective Accept cases originating as of the service date effective date of Navigation services Note: Resolution of any issues may be limited by third-party timeframe constraints e. ., claim filing time limits in healthplans) Service Center • Dallas, Texas location Covered • Active Employees populations • Dependents (Spouses, Domestic Partners, Children) • COBRA Qualified Beneficiaries • Extended Family Members (Parents or Parents-in-Law) Note: Services provided to family members that are not covered under the employer sponsored plans will be more directional and education Covered plans Provide support for the following types of Provide Alight with with Health Pros plans: the following • Medical information for all • Prescription Drug plans and programs • Mental Health/Substance Abuse including offered: EAP • Summary Plan • Dental Descriptions • Vision (SPD) . Plan contact • Health Care, Reimbursement and information Savings Accounts • Other plan or • Flexible Spending Accounts (Health and program policy Dependent) documents • Open Enrollment Guide 9 Function Alight Client or third -party Coordination Health Pros will provide basic education assistance and navigate/transfer on the following provided plans: • Employee Basic Life Insurance (including Executive Life Insurance) • Supplemental Life Insurance • Spouse and Child Life Insurance • Employee Accidental Death and Dismemberment (AD&D) • Short Term Disability(STD) • Long Term Disability (LTD) • Employee Discount Programs • Adoption Assistance Plan • Vacation/Sick Time/LOA • Defined Contribution Plans (401 K) • Defined Benefit Plans (Pension) • Leave Administration Covered plans . Medical with mobile app Dental • Vision Program Health Pros will connect to client/health . Provide referrals plan programs: Client/Health plan • Voluntary Benefit Plans (e.g., Critical program Illness, Hospital Indemnity, Accident) information • Wellness and Wellness Reimbursement . Provide • Disease Management navigation • Commuter information and • Tuition Reimbursement program contact • Other applicable employer programs numbers (Second Opinion, Telehealth, , etc.) Employee Identify and authenticate Review and approve authentication employee's/dependents according to Alight's requests to access Employee Identity Management policy and confidential procedures employee information for: • Power of attorney • Legal guardianship (other than custodial parent) 10 Function Alight Client or third -party Call recording • Record all incoming and outgoing calls as part of Alight's business records • Inform employee that calls are recorded on both inbound and outbound calls • Retain recordings for 16 months Note:Alight will not provide copies of calls to employees without a subpoena Quality • Perform systematic monitoring and monitoring coaching under a personalized Alight quality program: • Based on world-class research center practices • Focused on creating a compelling member experience with high Net Promoter Score performance • Emphasizes expertise, confidence building, timely and accurate resolution, and personal service • Evaluate calls and research cases to provide coaching based on key drivers of Employee satisfaction Telephonic • Provide direct support in Spanish access for Non- , Provide direct support to employee if a English- Health Pro is available who speaks the speaking employees language • Establish contact with an interpreter service/language line on behalf of employee Mobile app • Not supported access for Non- English- speaking employees Function Alight Client or third -party Client • Health Pro will notify Client Manager of Pre-identify client escalations potential employee escalations to alert the contacts authorized designated client contacts to escalate issues to • Client Manager will reach out to Alight. designated client contact for input on issues that require plan interpretation or clarification • Client Manager or Health Pro will accept issues directly from HR and Client contacts Reporting • Provide quarterly utilization reports which include an executive summary(with key performance indicators)and a detailed breakdown of engagement rates, cost savings and experience/satisfaction rates. This report also includes a breakdown of how employees connected with navigation (e.g. email, web portal, phone call, app), savings per solution (e.g. bill review, savings per doctor recommendation, cost estimate and Rx reviews)and member testimonials. Omni Channel Access Client or Function Alight third -party Member j • Navigation Doctor Search and Cost web/portal Transparency is accessed through Compass access Member Portal • Navigation information is available 24/7, except j for short periods of downtime for routine maintenance Member app Compass Health Pro contact information accessed through Health Pro Cloud App • Navigation Doctor Search and Cost Transparency is accessed through Health Pro Cloud App i • Navigation information is available 24/7, except for short periods of downtime for routine maintenance. j 12 Omni Channel Access Client or Function Alight third -party Phone access Employees access: • Direct number to your assigned HealthPro i • Hours of Operation: Monday through Friday 8:00 a.m.-8:00 p.m. Central time ! • Open year-round, except for weekend and Alight observed holidays: • New Year's Day • Memorial Day • Independence Day i f • Labor Day • Thanksgiving Day • Christmas Day Email access • Employees access: • Direct email to your assigned HealthPro • Same day response, next day resolution (outside of bill review) • Request to schedule appointments with your Health Pro 13 Client or Function Alight third -party Participant • Alight Health Pro support dedicated to members Support . Bill and Claim Review/Resolution: including reviews for accuracy, claims corrections, coordination of benefits, appeals processes, etc. • Administrative coordination of complex care for patient: such as surgery pre-certification, prior- authorizations, etc. • Helping employees/dependents navigate the health care system and connect to the best resources for their individual situations • Insurance benefit, clinical policy, & coverage questions • Monthly member communications (from their Health Pro)that direct members to Health Pro support. • Find highly-rated, cost effective providers and care • Compare cost for procedures and care Clinical . Common health plan procedures(e.g., treatment expertise and pre-certification, step-therapy drugs) education . Refer and increase awareness of disease management,wellness and mental health programs Provider Support Schedule and prepare employees for doctors' appointments Navigational Assist and promote tool and program usage Third-party . Work with third parties (e.g., health plans, interactions providers, collection agencies)as needed to research and resolve issues • Request claims filing or submission of additional information necessary to address issues 14 Customer Engagement Function Alight Client or third-party General health Monthly hints education Based on emails in the system sent to every member Network Optimization Function Alight Client or third-party Provider • Provider Recommendations: including quality Selection - analysis and embedded care-path cost metrics for Cost/Quality providers and facilities • Cost Estimates for Visits and Procedures: including transactional cost estimates based on network rates and full case costs (anesthesia, pathology, etc.) RX Alternatives • Establish prescription costs and review for generics/clinical alternatives • Provide options for employees where 90-day supplies and mail order options are available About Alight Solutions As the leading provider of benefits administration and cloud-based HR and financial solutions, we enhance work and life through our service, technology and data. Our dedicated colleagues across 14 global centers deliver an unrivaled consumer experience for our clients and their people.We are Alight. Reimagining how people and organizations thrive. alight.com ©2019 Alight Solutions 15 Schedule B—Fee Schedule Healthcare Navigation Services Administrative Services Agreement Between Administrative Services Agreement between City of Round Rock ("Client") and Alight Solutions LLC ("Alight Solutions") January 1, 2020 This document reflects Alight Solutions financial offer for the Compass Healthcare Navigation solution. If for some reason this document conflicts with other correspondence, please rely only on the information in this document. Service Commencement Dates Compass Healthcare Navigation Services—January 1, 2020 Implementation Fees—Waived Ongoing Fees Compass Navigator Healthcare Enrolled Participants Monthly Fees Navigation Standard Services 101-5,000 $5 per Enrolled per as reflected in the Delivery month Model Includes monthly communications from the Participant's Health Pro that direct Participants to use content from the technology only platforms as well as the Health Pro though direct access. Compass Navigator Utilization Enrolled Participants Utilization Assumption Assumptions for Participant per 101-1,000 Up to 35.00% month fees Utilization Definition: (Total Solutions)/(Total Number of Enrolled). Should actual utilization exceed the Utilization Assumptions, Alight Solutions reserves the right to renegotiate the fees in good faith or reduce the amount of communications to Enrolled Participants. 1 Assumptions • The term of the Agreement is for 1 year. • The number of Participants will be determined monthly. • We have relied on the information client provided about its current plans, activity volumes, and head counts of approximately 850 Enrolled Participants. • Any data provided by Client must be of sufficient quality that processing can be performed without human intervention. Additional ad hoc reporting, data cleanup, manual processing or additional audit support will be billed on a Time and Materials basis at Alight Solutions then current billing rates. • If Client Terminates for Convenience there is an early exit fee of 20% of the remaining fees owed (covers un-recouped investments, severance costs and transition costs including reasonable associated redeployment and wind-down costs). • At the end of the agreement Alight Solutions will provide participant data back to Client at no charge using Alight Solutions customary format. • Customer Service Center hours of operation are from 8:00 a.m. until 8:00 p.m., Central Time, Monday Friday, except for holidays recognized by Alight Solutions. • Ongoing fees above include Compass Healthcare Navigation Services' standard marketing materials including employee service explanations and telephone number contact instructions. Other marketing materials will be provided to Client as electronic files in camera-ready format. Additional charges may apply for special requests including, but not limited to the costs associated with travel for member meetings; customized or additional educational, promotional, or marketing materials; and/or postage and shipping costs for such additional materials if Client agrees in writing to pay for such items in advance of purchase or provision. Additional charges to the employee may apply for medical record collection fees charged by providers (e.g. doctors, hospitals, etc.) if the active employee agrees in writing to pay for such items in advance of purchase or provision. • Fees that the Client may be assessed by a third party administrator, insurance company, any providers or other third parties in connection with the medical plan (which may include, but not limited to, data extraction, production and transmission of requested data files, contract development and negotiations, custom network development, custom ID cards or ID card reissue), and third party implementation assistance, shall be the sole responsibility of the Client. Fees that Client may be charged by the third party vendors for marketing services, which may include, but not limited to, production and shipment of additional marketing collateral, and agency costs for additional communication materials, shall be the sole responsibility of the Client. Any fee assessed will be reviewed and approved by the Client. 2 Payment Standard ongoing fees with estimated volumes will be paid by wire transfer or Automated Clearing House (ACH) payment on a monthly basis on or prior to the first day of each month, commencing the first of the month in which the Services are scheduled to go live. Fees for additional services will be invoiced to Client based on charges through the last day of the month. Adjustments, reconciliations, or credits to the standard fees will be included on the invoice. Fees for additional services are due and payable within 30 days of the invoice date. Interest at nine percent (9%) per year will accrue on all past due amounts from the corresponding due date until payment is received. Fees for ongoing services and any renewal period are subject to an annual increase, beginning the first anniversary of the live date and each anniversary date after. Fees will only increase if the Employment Cost Index (Table 9. Employment Cost Index for Wages and Salaries, for Private Industry Workers, Not Seasonally Adjusted, All Workers) exceeds three percent (3%), in which case fees will increase by the amount above three percent (3%). Each fee increase will be communicated to Client at least 60 days prior to the effective date of the increase. Fees for transition services out will be paid by wire transfer or ACH payment on or prior to commencement of the corresponding services. In addition to fees, Client is responsible for: • Travel-related expenses. • Postage and handling; outside delivery Services such as shipping, express mail, and messenger Services. • Additional employee communications (e.g., designers, typesetters, printers, assemblers, fulfillment, client inventories and pre-printed materials). • Other outside suppliers, including those used for records management etc. • Time and materials expenses incurred responding to requests for litigation support and other research. 3 HIPAA BUSINESS ASSOCIATE AGREEMENT (Including HITECH Requirements) This Agreement ("Agreement') is among City of Round Rock ("Client'), the group health plan(s) of Client ("Covered Entity") and Alight Solutions LLC ("Alight Solutions" or "Business Associate") (each individually, a "Party" and collectively, the "Parties"), and amends, and is made a part of that certain services agreement dated January 1, 2020 (the "Services Agreement') by and between the Parties, and is made effective as of the Effective Date of the Services Agreement. Witnesseth: Whereas, Alight Solutions provides Services (as such term is defined in the Services Agreement) to Client pursuant to the Services Agreement; Whereas, the Parties wish to amend the Services Agreement to provide for the privacy and security of certain information Alight Solutions creates, receives, maintains or transmits in the course of providing Services to facilitate compliance with HIPAA; Whereas, the Parties acknowledge and agree that Alight Solutions performs Services on behalf of Client, but to the extent HIPAA applies, may perform certain Services on behalf of Covered Entity; Whereas, with respect to Services performed on behalf of Covered Entity, Alight Solutions is a Business Associate of Covered Entity as that term is defined by HIPAA; and Whereas, the Client, as plan sponsor, has the authority to execute documents on behalf of Covered Entity. Now, therefore, for and in consideration of the mutual agreements, terms, covenants and conditions herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein or in the Services Agreement shall have the meanings set forth in HIPAA which definitions are hereby incorporated by reference. The terms "use", "disclose" and "discovery", or derivations thereof, although not capitalized, shall also have the same meanings set forth in HIPAA and its implementing regulations. (a) "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Pub. L. no. 104-191 (the "Act'), the privacy standards adopted by the U.S. Department of Health and Human Services ("HHS") as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the "Privacy Rule"), the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164 subparts C (the "Security Rule"), and the Privacy provisions (Subtitle D) of the Health Information Technology and for _R,-2V9 4C CZOCZ� Economic Clinical Health Act, Division A, Title XIII of Pub. L. No. 111-5, and its implementing regulations (the "HITECH Act"). (b) "PHI" shall mean Protected Health Information as defined in HIPAA, except that PHI shall be limited to information created, received, maintained or transmitted by Business Associate and information created, received, maintained or transmitted by Business Associate on behalf of Covered Entity, as permitted hereunder. In accordance with the definition of PHI, information received from Client or from individual participants shall constitute employment records and not PHI until such information is used by Business Associate to perform certain Services. (c) "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.103. (d) "Secretary" shall mean the Secretary of HHS or the designee of the Secretary of HHS. 2. Obligations and Activities of Business Associate. (a) Permissible Uses and Disclosures. Business Associate agrees to use or disclose PHI only as permitted or required by this Agreement, the Services Agreement, as Required by Law, or as directed by Covered Entity or the Client. (b) Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI by Business Associate other than as provided for by this Agreement. (c) Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate resulting from a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (d) 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 Agreement of which Business Associate becomes aware. (e) Security. As of the effective date of this Agreement, Business Associate shall: (i) as required by the HITECH Act, implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that Business Associate creates, receives, maintains, or transmits; and (ii) report to Covered Entity any Security Incident of which Business Associate becomes aware. Security Incidents shall not include, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Covered Entity's PHI. (fj Breaches. Business Associate agrees to report to Covered Entity any Breach in compliance with 45 C.F.R § 164.410 of which it becomes aware as soon as reasonably practicable. Pursuant to 45 C.F.R § 164.404, such report will include, among other relevant information a description of the Breach, date of the Breach, date of discovery of the Breach, the amount and type of PHI that was disclosed, and the steps taken to prevent further harm. (g) Agents. Business Associate agrees to enter into a business associate agreement with any agent, including a subcontractor, to whom it provides PHI. Such business associate agreement shall contain the same or similar restrictions and conditions as those that apply through this Agreement to Business Associate with respect to such information. (h) Governmental Audits. Business Associate agrees to make its internal practices, books, and records, including policies and procedures, and PHI, relating to the use and disclosure of PHI available to the Secretary for purposes of the Secretary determining any Covered Entity's compliance with HIPAA. Covered Entity shall, or shall cause the Client to advise Business Associate in writing within ten (10) business days of any receipt from the Secretary of any such request. (i) Accounting of Disclosures. Upon Business Associate's reasonable determination that it has received a request by an Individual for an accounting of disclosures of PHI pursuant to 45 C.F.R § 164.528, it shall provide, in writing, within sixty (60) days of such request, information regarding an accounting. Business Associate shall not be required to document any disclosures the Covered Entity would not be required to account for under HIPAA, including without limitation, those described at 45 C.F.R. § 164.528. For repetitive disclosures Business Associate makes to the same person or entity (including to a Covered Entity) for a single purpose, Business Associate may provide (i) the disclosure information for the first of these repetitive disclosures, (ii) the frequency, periodicity or number of these repetitive disclosures, and (iii) the date of the last of these repetitive disclosures. (j) Access to PHI. Upon Business Associate's reasonable determination that it has received a request from an Individual to make PHI available in accordance with 45 C.F.R. § 164.524, it shall make available within thirty (30) days of such request, the PHI in its possession at the time of the request that is contained in the Designated Record Set for that Individual. Such access and availability to PHI shall be as then currently displayed or made available, as the case may 3 be, by Business Associate in the normal course of providing the Services. (k) Amending PHI. Upon Business Associate's reasonable determination that it has received a request from an Individual to amend PHI in accordance with 45 C.F.R. § 164.526, it shall amend, within sixty (60) days, the PHI in its possession at the time of the request contained in the Designated Record Set for that Individual. If the 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. The foregoing notwithstanding, if the Individual's request is due to an error or omission by Business Associate, then Business Associate will investigate such request and, if appropriate, make such correction as required by the terms of the Services Agreement. (1) To the extent Business Associate is to carry out one or more of any Covered Entity's obligations under HIPAA, Business Associate agrees to comply with the requirements of said subpart that apply to Covered Entity in the performance of such obligations. 3. Permitted Uses and Disclosures by Business Associate. (a) Business Associate may use or disclose PHI as permitted or required by this Agreement, the Services Agreement, as Required by Law, or as directed by Covered Entity or Client, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or Client. (b) Business Associate may use PHI for the proper management and administration of Business Associate, to carry out the legal responsibilities of Business Associate, or as Required by Law. (c) Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out legal responsibilities provided that such disclosures are (i) Required by Law, or (ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. (d) 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). (e) Business Associate may use or disclose PHI to the extent and for purposes authorized by the Individual. (f) Business Associate is authorized to use and disclose PHI to de- identify the information in accordance with 45 C.F.R § 164.514(b). (g) Business Associate may use and disclose PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. § 164.5020)(1). 4. Obligations, Covenants and Warranties. Covered Entity hereby agrees, covenants and warrants to, or cause Client to: (a) Notify Business Associate of any limitation(s) in their respective notice of privacy practices in accordance with 45 C.F.R. 164.520, if and to the extent that such limitation may affect Business Associate's use or disclosure of PHI. (b) Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. (c) Notify Business Associate of any restriction to the use or disclosure of PHI that the Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. Client and Covered Entity shall only agree to such restrictions limiting Business Associate's use or disclosure of PHI in the event that Client or Covered Entity is legally required to agree. (d) Obtain all Authorizations necessary for any use or disclosure of any PHI as contemplated under the Services Agreement. 5. Agreement Regarding Use and Disclosure. The Parties agree, or represent and warrant as the case may be, as follows: (a) Uses and Disclosures. Neither Covered Entity nor Client shall request that Business Associate use or disclose PHI in any manner that would not be permissible under HIPAA. (b) Purpose. The purpose of this Agreement is to address obligations imposed by HIPAA. The Services Agreement is between the Client and Alight Solutions; however, the Parties hereby acknowledge that some of the Services may be performed on behalf of Covered Entity. Notwithstanding anything herein to the contrary, Client's payment obligations under the Services Agreement shall not be diminished, and Client's performance obligations under the Services Agreement shall not be diminished, amended, changed or modified by this Agreement. (c) Minimum Necessary. The Parties agree to limit the use, disclosure or request for PHI to the amount and content of PHI necessary to meet the requirements of Business Associate's obligations to Covered Entity. Business Associate shall determine what constitutes Minimum Necessary to accomplish the intended purpose of the use, disclosure or request. 5 (d) Substitution of Terms. 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 Agreement, 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 Agreement. (e) Changes. The Parties agree that any change to the Services that permits a use or disclosure of PHI on behalf of Covered Entity shall be pursuant to that Covered Entity's Treatment, Payment or Health Care Operations, unless this Agreement is amended in writing. 6. Term and Termination. (a) Term. This Agreement shall be effective upon execution by the Parties and shall terminate upon termination of the Services Agreement. This Agreement shall terminate as to Covered Entity upon termination of Covered Entity by Client. (b) Termination for Cause. Upon Covered Entity's or Business Associate's knowledge of a material breach by the other party, Covered Entity or Business Associate may either: (ii) Notify the breaching party of the breach and provide the breaching party sixty (60) days from the date of notice to cure the breach, and terminate this Agreement and the related portion of the Services Agreement, as the case may be, if the breaching party does not cure the breach within that sixty (60) day period, unless otherwise extended by the non-breaching party; or (ii) Immediately terminate this Agreement and the related portion of the Services Agreement, as the case may be, if the breaching party has breached a material term of this Agreement and cure is not possible. (c) Effect of Termination. Upon termination of this Agreement or the Services Agreement for any reason, the Parties agree that the return or destruction of PHI is infeasible as Business Associate must retain that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities. Business Associate shall continue to apply the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 7. Miscellaneous. (a) Regulatory References. A reference in this Agreement to a section of the Code of Federal Regulations, the Privacy Rule, the Security Rule, or to another section of HIPAA means the section, as amended from time to time. (b) Amendment. The Parties agree to take such reasonable actions as are necessary to amend this Agreement from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of HIPAA. (e) Survival. The respective rights and obligations of Business Associate under Section 6(c), this Section 7(c) and Section 7(d) of this Agreement shall survive the termination of this Agreement. (d) Confidentiality. The terms of this Agreement shall remain confidential except as described hereunder and in the Services Agreement, except that Business Associate may disclose the terms of this Agreement to entities that Business Associate reasonably believes are (i) part of an Organized Health Care Arrangement of which Covered Entity is a part, or (ii) other Business Associates of Covered Entity. (e) Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity and Business Associate to comply with HIPAA, including any regulations promulgated under the HITECH Act. In all other respects, the terms and conditions of the Services Agreement remain unchanged by this Agreement. (f) Entire Agreement. This Agreement constitutes the entire and full agreement between the Parties with respect to the subject matter hereof and supersedes and replaces any previous version of this agreement. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one binding agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement in multiple originals effective on the date set forth above. Alig o 'ons LLC: City of Ro nd ock, on behalf of a Covered j Entity: Signature: Signature: �,-� / W RM '%ASE 55 Title: elf' Title: �QR ?RD--M-M U__ City of Roun s Client: Signature: - Title.- 31 p-TtitA HIPAA BUSINESS ASSOCIATE AGREEMENT (Including HITECH Requirements) This Agreement ("Agreement") is among City of Round Rock ("Client"), the group health plan(s) of Client ("Covered Entity") and Alight Solutions LLC ("Alight Solutions" or "Business Associate") (each individually, a "Party" and collectively, the "Parties"), and amends, and is made a part of that certain services agreement dated January 1, 2020 (the "Services Agreement") by and between the Parties, and is made effective as of the Effective Date of the Services Agreement. Witnesseth: Whereas, Alight Solutions provides Services (as such term is defined in the Services Agreement) to Client pursuant to the Services Agreement; Whereas, the Parties wish to amend the Services Agreement to provide for the privacy and security of certain information Alight Solutions creates, receives, maintains or transmits in the course of providing Services to facilitate compliance with HIPAA; Whereas, the Parties acknowledge and agree that Alight Solutions performs Services on behalf of Client, but to the extent HIPAA applies, may perform certain Services on behalf of Covered Entity; Whereas, with respect to Services performed on behalf of Covered Entity, Alight Solutions is a Business Associate of Covered Entity as that term is defined by HIPAA; and Whereas, the Client, as plan sponsor, has the authority to execute documents on behalf of Covered Entity. Now, therefore, for and in consideration of the mutual agreements, terms, covenants and conditions herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein or in the Services Agreement shall have the meanings set forth in HIPAA which definitions are hereby incorporated by reference. The terms "use", "disclose" and "discovery", or derivations thereof, although not capitalized, shall also have the same meanings set forth in HIPAA and its implementing regulations. (a) "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Pub. L. no. 104-191 (the "Act'), the privacy standards adopted by the U.S. Department of Health and Human Services ("HHS") as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the "Privacy Rule"), the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164 subparts C (the "Security Rule"), and the Privacy provisions (Subtitle D) of the Health Information Technology and for I Economic Clinical Health Act, Division A, Title XIII of Pub. L. No. 111-5, and its implementing regulations (the "HITECH Act"). (b) "PHI" shall mean Protected Health Information as defined in HIPAA, except that PHI shall be limited to information created, received, maintained or transmitted by Business Associate and information created, received, maintained or transmitted by Business Associate on behalf of Covered Entity, as permitted hereunder. In accordance with the definition of PHI, information received from Client or from individual participants shall constitute employment records and not PHI until such information is used by Business Associate to perform certain Services. (c) "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.103. (d) "Secretary" shall mean the Secretary of HHS or the designee of the Secretary of HHS. 2. Obligations and Activities of Business Associate. (a) Permissible Uses and Disclosures. Business Associate agrees to use or disclose PHI only as permitted or required by this Agreement, the Services Agreement, as Required by Law, or as directed by Covered Entity or the Client. (b) Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI by Business Associate other than as provided for by this Agreement. (e) Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate resulting from a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (d) 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 Agreement of which Business Associate becomes aware. (e) Security. As of the effective date of this Agreement, Business Associate shall: (i) as required by the HITECH Act, implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that Business Associate creates, receives, maintains, or transmits; and (ii) report to Covered Entity any Security Incident of which Business Associate becomes aware. Security Incidents shall not include, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Covered Entity's PHI. (t� Breaches. Business Associate agrees to report to Covered Entity any Breach in compliance with 45 C.F.R § 164.410 of which it becomes aware as soon as reasonably practicable. Pursuant to 45 C.F.R § 164.404, such report will include, among other relevant information a description of the Breach, date of the Breach, date of discovery of the Breach, the amount and type of PHI that was disclosed, and the steps taken to prevent further harm. (g) Agents. Business Associate agrees to enter into a business associate agreement with any agent, including a subcontractor, to whom it provides PHI. Such business associate agreement shall contain the same or similar restrictions and conditions as those that apply through this Agreement to Business Associate with respect to such information. (h) Governmental Audits. Business Associate agrees to make its internal practices, books, and records, including policies and procedures, and PHI, relating to the use and disclosure of PHI available to the Secretary for purposes of the Secretary determining any Covered Entity's compliance with HIPAA. Covered Entity shall, or shall cause the Client to advise Business Associate in writing within ten (10) business days of any receipt from the Secretary of any such request. (i) Accounting of Disclosures. Upon Business Associate's reasonable determination that it has received a request by an Individual for an accounting of disclosures of PHI pursuant to 45 C.F.R § 164.528, it shall provide, in writing, within sixty (60) days of such request, information regarding an accounting. Business Associate shall not be required to document any disclosures the Covered Entity would not be required to account for under HIPAA, including without limitation, those described at 45 C.F.R. § 164.528. For repetitive disclosures Business Associate makes to the same person or entity (including to a Covered Entity) for a single purpose, Business Associate may provide (i) the disclosure information for the first of these repetitive disclosures, (ii) the frequency, periodicity or number of these repetitive disclosures, and (iii) the date of the last of these repetitive disclosures. (j) Access to PHI. Upon Business Associate's reasonable determination that it has received a request from an Individual to make PHI available in accordance with 45 C.F.R. § 164.524, it shall make available within thirty (30) days of such request, the PHI in its possession at the time of the request that is contained in the Designated Record Set for that Individual. Such access and availability to PHI shall be as then currently displayed or made available, as the case may be, by Business Associate in the normal course of providing the Services. (k) Amending PHI. Upon Business Associate's reasonable determination that it has received a request from an Individual to amend PHI in accordance with 45 C.F.R. § 164.526, it shall amend, within sixty (60) days, the PHI in its possession at the time of the request contained in the Designated Record Set for that Individual. If the 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. The foregoing notwithstanding, if the Individual's request is due to an error or omission by Business Associate, then Business Associate will investigate such request and, if appropriate, make such correction as required by the terms of the Services Agreement. (1) To the extent Business Associate is to carry out one or more of any Covered Entity's obligations under HIPAA, Business Associate agrees to comply with the requirements of said subpart that apply to Covered Entity in the performance of such obligations. 3. Permitted Uses and Disclosures by Business Associate. (a) Business Associate may use or disclose PHI as permitted or required by this Agreement, the Services Agreement, as Required by Law, or as directed by Covered Entity or Client, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or Client. (b) Business Associate may use PHI for the proper management and administration of Business Associate, to carry out the legal responsibilities of Business Associate, or as Required by Law. (c) Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out legal responsibilities provided that such disclosures are (i) Required by Law, or (ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. (d) 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). (e) Business Associate may use or disclose PHI to the extent and for purposes authorized by the Individual. (f) Business Associate is authorized to use and disclose PHI to de- identify the information in accordance with 45 C.F.R § 164.514(b). (g) Business Associate may use and disclose PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. § 164.5020)(1). 4. Obligations, Covenants and Warranties. Covered Entity hereby agrees, covenants and warrants to, or cause Client to: (a) Notify Business Associate of any limitation(s) in their respective notice of privacy practices in accordance with 45 C.F.R. 164.520, if and to the extent that such limitation may affect Business Associate's use or disclosure of PHI. (b) Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. (c) Notify Business Associate of any restriction to the use or disclosure of PHI that the Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. Client and Covered Entity shall only agree to such restrictions limiting Business Associate's use or disclosure of PHI in the event that Client or Covered Entity is legally required to agree. (d) Obtain all Authorizations necessary for any use or disclosure of any PHI as contemplated under the Services Agreement. 5. Agreement Regarding Use and Disclosure. The Parties agree, or represent and warrant as the case may be, as follows: (a) Uses and Disclosures. Neither Covered Entity nor Client shall request that Business Associate use or disclose PHI in any manner that would not be permissible under HIPAA. (b) Purpose. The purpose of this Agreement is to address obligations imposed by HIPAA. The Services Agreement is between the Client and Alight Solutions; however, the Parties hereby acknowledge that some of the Services may be performed on behalf of Covered Entity. Notwithstanding anything herein to the contrary, Client's payment obligations under the Services Agreement shall not be diminished, and Client's performance obligations under the Services Agreement shall not be diminished, amended, changed or modified by this Agreement. (c) Minimum Necessary. The Parties agree to limit the use, disclosure or request for PHI to the amount and content of PHI necessary to meet the requirements of Business Associate's obligations to Covered Entity. Business Associate shall determine what constitutes Minimum Necessary to accomplish the intended purpose of the use, disclosure or request. (d) Substitution of Terms. 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 Agreement, 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 Agreement. (e) Changes. The Parties agree that any change to the Services that permits a use or disclosure of PHI on behalf of Covered Entity shall be pursuant to that Covered Entity's Treatment, Payment or Health Care Operations, unless this Agreement is amended in writing. 6. Term and Termination. (a) Term. This Agreement shall be effective upon execution by the Parties and shall terminate upon termination of the Services Agreement. This Agreement shall terminate as to Covered Entity upon termination of Covered Entity by Client. (b) Termination for Cause. Upon Covered Entity's or Business Associate's knowledge of a material breach by the other party, Covered Entity or Business Associate may either: (i) Notify the breaching party of the breach and provide the breaching party sixty (60) days from the date of notice to cure the breach, and terminate this Agreement and the related portion of the Services Agreement, as the case may be, if the breaching party does not cure the breach within that sixty (60) day period, unless otherwise extended by the non-breaching party; or (ii) Immediately terminate this Agreement and the related portion of the Services Agreement, as the case may be, if the breaching party has breached a material term of this Agreement and cure is not possible. (c) Effect of Termination. Upon termination of this Agreement or the Services Agreement for any reason, the Parties agree that the return or destruction of PHI is infeasible as Business Associate must retain that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities. Business Associate shall continue to apply the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 7. Miscellaneous. 6 (a) Regulatory References. A reference in this Agreement to a section of the Code of Federal Regulations, the Privacy Rule, the Security Rule, or to another section of HIPAA means the section, as amended from time to time. (b) Amendment. The Parties agree to take such reasonable actions as are necessary to amend this Agreement from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of HIPAA. (c) Survival. The respective rights and obligations of Business Associate under Section 6(c), this Section 7(c) and Section 7(d) of this Agreement shall survive the termination of this Agreement. (d) Confidentiality. The terms of this Agreement shall remain confidential except as described hereunder and in the Services Agreement, except that Business Associate may disclose the terms of this Agreement to entities that Business Associate reasonably believes are (i) part of an Organized Health Care Arrangement of which Covered Entity is a part, or (ii) other Business Associates of Covered Entity. (e) Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity and Business Associate to comply with HIPAA, including any regulations promulgated under the HITECH Act. In all other respects, the terms and conditions of the Services Agreement remain unchanged by this Agreement. (f) Entire Agreement. This Agreement constitutes the entire and full agreement between the Parties with respect to the subject matter hereof and supersedes and replaces any previous version of this agreement. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one binding agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement in multiple originals effective on the date set forth above. Aligh)Sotions LLC: City of Round Rock, on behalf of each Covered Entity: SignaSignature: Title: Title: City of Round Rock, as Client: Signature: Title: s 'r -- DocuSign Envelope ID:BFF6E6FD-8A9A-4B62-9123-2EE7BB8AAC95 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-543341 Alight Solutions LLC Lincolnshire, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/23/2019 being filed. City of Round Rock Date Acknowledged: g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 000000 Healthcare Navigation 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Tempo Acquisition LLC Lincolnshire, IL United States X ACAP Health Dallas,TX United States X 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is Brian M. Fern and my date of birth is XXXXXXXX My address is 4 Overlook Point Lincolnshire IL 60069 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Lake County, State of Illinois on the 26th day of September ,2019 (month) (year) DocuSigned by: �'LbGW��liC►L .35ig"t &cf authorized anent of contracting business entity (Declarant) 77 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-543341 Alight Solutions LLC Lincolnshire, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/23/2019 being filed. City of Round Rock Date Acknowledged: 09/26/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 000000 Healthcare Navigation 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Tempo Acquisition LLC Lincolnshire, IL United States X ACAP Health Dallas,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d