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HomeMy WebLinkAbout065521 - General - Contract - Compliance Holdings, LLCDocusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. 65521 FORT WORTH,,., VENDOR SERVICES AGREEMENT OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Compliance Holdings, LLC informally known as Lumelight ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. To provide specialized healthcare advocacy and clinical consulting services requiring professional judgment to improve outcomes, reduce costs, and support compliance, ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and expires one year from the Effective Date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed EIGHTY THOUSAND Dollars ($80,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all Vendor Services Agreement Page I of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Ri2ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be Vendor Services Agreement Page 2 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAIVIAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely Vendor Services Agreement Page 3 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Vendor Services Agreement Page 4 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Reaulafions. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also Vendor Services Agreement Page 5 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Compliance Holdings, LLC dba Lumelight Jennifer Everhart, Title: Director, Legal & Compliance Operations 1829 Reisterstown Road Suite 100 Pikesville, MD 21208 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Vendor Services Agreement Page 6 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Parry whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Parry provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry will not be employed in the interpretation of this Agreement or its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a parry hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures Vendor Services Agreement Page 7 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bove tt of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains Vendor Services Agreement Page 8 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 9 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: .Dianna Giordano (Jul 13, 2026 13:16:18 CDT) [Name: Dianna Giordano Title: Assistant City Manager Date: 0 7/ 13 , 2026 I\11SMid 1u1D1►117p11� Kristen Smith Human Resources Director P.o� pp�Tkpad Off°°°° $O9A0 8 cp°4a�aa �� [Name: Jannette Goodall Title: City Secretary VENDOR: Compliance Holdings, LLC dba Lumelight 7/7/2026 Date: 'D�oc�u,S"ig�ned �nedby: By: ""'"�� fv Na 9�3�verhart Title: Director, Legal & Compliance Operations Vendor Services Agreement CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. ame: Heather Wiggins itle: Sr. Administrative Services Manager, uman Resources APPROVED AS TO FORM AND LEGALITY: By: Name: Jordan P. Alvarez Title: Assistant City Attorney II CONTRACT AUTHORIZATION: M&C: N/A Form 1295• N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 10 of 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D City Secretary Contract No. EXHIBIT A PAYMENT SCHEDULE Fees $75,620 3,084 households' Pricing Includes: • Mailing fulfillment, postage +setup • Customized member communications • verification of spousal surchargelcary ut (if applicable) • Appeals handling and processing Reminder automated smells or tern messages • Regular disposition updates and 24/7 access to verification status via NerifyPro • Shoroning timeline durations • Multi-6nguel staff, web portal, and Spanish translation pieces • Direct contact with Account Managers • Toll -free Call Center for member support • Resources for obtaining replacement copies of missing official documents • 24/7 access to YerifyPrc. a fully -secured portal fur members and plan sponsors • Customizable templates for announcing the. verification process to members - le:ters, flyers and slides for presentations_ Assuming 6,168 enrolled dependents with an average cost of $7,000 per year. Savings Sena'sos Ineligible Rotontial Annual Savings Dependents Below Average(4%) 247 $1,729.000 Averege(5-7%) 308-432 $2,1581100-$3,024,000 Above Average(8-10%) 493-617 $3,451,000 - $4.319,000 Savings Cakufadons s M varybased on ffr AW and cost per dopende Savings Guarantee - 100% ROI Subject to the pruvlaiona described here within and for groups with over 100 members covering dependents, Lumelight guarantees that City of Fort Worth will realize calculated savings equal to or greater than the professional fees quoted in this proposal. Otherwlsc, the professional fps will be adjusted to be equal to the calculated savings. LumeAaht will typically match any Savfies Guarantee offered by a comoetltor. V increasing the household count additional fees wiP aptly. 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CO Q `O N 0 a) Qa) p. @ (D -0 a) .% O a m o a p O Q p w Q)O) O O 7 U) Qcn I Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D MASTER SERVICES AGREEMENT This Master Services Agreement (the "Agreement"), effective as of June 4, 2026 (the "Effective Date"), is by and between Compliance Holdings LLC d/b/a Lumelight, a Delaware limited liability company ("Lumelight"), and City of Forth Worth (the "Client") (together, the "Parties"). 1. DEFINITIONS. Capitalized terms used but not otherwise defined in this Agreement have the following meanings: a. "Authorized User" means Client's employees and agents, consultants, contractors and Client Service Providers, who are authorized by Client to access and use the Services. b. "Client Information" means, other than Aggregated Data, any hardware, tools, information, data, materials, or other content, in any form or medium, that is provided by or on behalf of Client or an Authorized User to Lumelight, including uploaded, input, or otherwise transmitted into Lumelight's Software. Client Information includes Vendor Information. c. "Intellectual Property Rights" means any and all intellectual property rights throughout the world, including without limitation, (i) any and all patents, copyrights, trademarks, trade secret rights, inventions, and any and all similar or equivalent rights throughout the world and (ii) proprietary computer programs in machine-readable, binary form and any accompanying hard copy documentation, content and any underlying technology used to create, operate and/or maintain any Software, including any improvements, modifications, updates, upgrades and derivative works thereof. d. "Lumelight IP" means the Software, the Services, and all Service output, work product and deliverables generated during the course of the Services and any and all technology and intellectual property in connection with the foregoing (including all improvements, enhancements, updates or modifications thereto, and all Intellectual Property Rights related to any of the foregoing). Lumelight IP includes Aggregated Data, and any information, data, or other content derived from Lumelight's monitoring of Client's access to or use of the Services but does not include Client Information other than Aggregated Data. e. "Services" means any services to be performed by Lumelight under this Agreement or any Statement of Work, including, without limitation, compliance services, reporting services, implementation consulting services, training services, and any Software made available as a service for Client use. f. "Software" means a computer program (in object code form), including machine learning, artificial intelligence ("AI") models and systems, algorithms, and related technology, and it includes all improvements, corrections, modifications, alterations, revisions, extensions, upgrades, updates, new releases, and/or enhancements to the software and/or documentation made available to Client during the Term. g. "Vendor Information" means any information, data, materials, or other content, in any form or medium, that (i) is created, used, or maintained by any agent, consultant, vendor, or other third -party service provider of Client ("Client Service Providers"); (ii) relates to Client, Client's current and former employees, or any of Client's benefit plans; and (iii) is provided to Lumelight, including uploaded, input, or otherwise transmitted into Lumelight's Software, by Client or an Authorized User. 2. SCOPE OF AGREEMENT. This Agreement creates a set of master legal terms and conditions that apply to all Services as described in statements of work or other exhibits that are now, or in the future may be, agreed upon, and into which the terms in this Agreement, by Client's acceptance hereof, are incorporated by reference (collectively, "Statements of Work"). The Parties agree that this Agreement shall govern in the event of any conflict between this Agreement and a Statement of Work, except where the Statement of Work specifically by its terms amends this Agreement or where the Statement of Work supplies a term on which this Agreement is silent. It is understood that unless the Parties agree otherwise, in writing, Lumelight shall have no responsibility to update any of its work or re - perform any of the Services after their completion. Lumelight reserves the right, in whole or in part, to decline to perform Services if Lumelight believes its performance of such Services could cause Lumelight to be in violation of applicable law, regulations, or standards or cause a conflict of interest. 3. SOFTWARE SERVICES. To the extent that the Services include access to and use of the Software, then the following shall apply: L11111e/�oGl t115.4 11a"e 1 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D a. Provision of Access. Subject to, and conditioned on, Client's compliance with the terms of this Agreement, Lumelight grants Client and its Authorized Users a limited, non-exclusive, non-sublicensable, non- transferable right to access and use the Software in connection with the permitted uses set forth in an applicable Statement of Work, and solely for its internal business purposes. Lumelight shall provide the Client with the necessary passwords and network links or connections to allow Client to access the Software. b. Use Restrictions. Client shall not use the Software for any purposes beyond the scope of the access granted in this Agreement and the applicable Statement of Work. Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Software available to third -parties; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain unauthorized access to the Software, in whole or in part; (iv) remove any proprietary notices from the Software; (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) interfere with or disrupt the integrity or performance of the Software or third - party data contained therein; (vii) breach the security or authentication measures of the Software without proper authorization or willfully render any part of the Software unusable; (viii) use or access the Software to develop a product or service that is competitive with the Services or otherwise engage in competitive analysis or benchmarking of the Services relative to competing platforms; or (ix) use the Software to store or transmit viruses or other harmful or malicious code, files, scripts, agents, or programs. Lumelight may, but is not required to, monitor Client's use of the Software. c. Suspension. Notwithstanding anything to the contrary, Lumelight may suspend Client's access to any portion or all of the Software if: (i) Lumelight reasonably determines that (A) there is a threat or attack on the Software or the hosting facility(ies) from which the Software is hosted, (B) Client's use of the Software disrupts or poses a security risk to the Software or to any other client or vendor of Lumelight, (C) Client is using the Software or Lumelight I for fraudulent or illegal activities or in any manner not in compliance with this Agreement, or (D) Lumelight's provision of the Software is prohibited by applicable law; or (ii) any vendor of Lumelight has suspended or terminated Lumelight's access to or use of any third -party services or products required to enable Client to access the Software (any such suspension described in subclause (i) or (ii) a "Service Suspension"). Lumelight shall use reasonable efforts to provide notice of any Service Suspension to Client and to provide updates. Lumelight shall use commercially reasonable efforts to resume providing access to the Software. Lumelight will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client may incur as a result of a Service Suspension. 4. PAYMENT. All amounts payable under this Agreement and under all Statements of Work must be paid by Client by the 30th calendar day following Client's receipt of an invoice from Lumelight. If any payments are not received from Client by the due date, then such charges will accrue interest at the rate of the lesser of (a)1.5% of the outstanding balance per month, or (b) the maximum rate permitted by law, from the date such payment was due until the date Lumelight receives such payment. Lumelight shall be entitled to all costs and expenses incurred in seeking collection of amounts owed by Client. If any payments are not received from Client by the due date, then in addition to any other remedies available to Lumelight under this Agreement, Lumelight may suspend any further provision of Services under this Agreement or any Statement of Work until all past due payments are received from Client. All fees are nonrefundable. Client shall make all payments in accordance with this Agreement and applicable Statements of Work. Lumelight's preferred payment method is ACH. Certain payment methods may be subject to processing or administrative fees, as specified on Lumelight's invoice or otherwise communicated to Client. Client remains responsible for ensuring timely payment regardless of payment method. 5. TAXES. All fees are exclusive of taxes. Client is responsible for all taxes imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Lumelight's income. 6. DISCLAIMER OF LEGAL AND TAX ADVICE. Client acknowledges and agrees that Lumelight is not a licensed attorney or accountant. The Services provided by Lumelight do not constitute legal, accounting, or tax advice and Lumelight's work product shall not be considered a substitute for legal, accounting or tax advice from qualified professionals. Furthermore, Client acknowledges and agrees that Lumelight is not responsible for any (i) failure by Client to inform a plan sponsor of this disclaimer or (ii) misrepresentation by Client of Lumelight and/or the Services. CLIENT RESPONSIBILITIES. a. Client is responsible and liable for all uses of the Services resulting from access provided by Lumelight, directly or indirectly, whether such access or use is permitted by or in violation of this Lt�nle%%> t115.4 Palle 2 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users. b. Client will also use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Lumelight promptly of any such unauthorized access or use. Client will abide, and ensure that its Authorized Users abide, by all of Lumelight's applicable policies as well as all applicable laws and regulations with respect to the use of the Services. c. Client is solely responsible for the accuracy, completeness, quality, and legality of all information, content, or data, including Client Information or other Confidential Information, supplied to Lumelight or otherwise input into the Software by or on behalf of Client. Lumelight shall have no responsibility to investigate the accuracy of any such information or locate any information that may be missing. d. To the extent Client or its Authorized Users provide to Lumelight or otherwise input into the Software any Client Information, or any personally identifiable information, personal health information, or otherwise sensitive or Confidential Information, Client is solely responsible for providing any notices to and/or obtaining any consents necessary for Lumelight to access, maintain, process, or use any such Client Information, including to maintain, improve, expand, or enhance any part of the Services. e. The Parties hereby agree that Lumelight shall have no liability with respect to any claims arising out of the content of or reliance on any Output. Output shall mean information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Software. f. Client shall be solely responsible for applying independent business judgment with respect to any decisions made on the basis of or after reviewing the Output, and Client shall be solely and exclusively responsible for the effect(s) of such decisions. g. Client is solely responsible for selecting, purchasing, installing, and maintaining the equipment, software, and telecommunications needed to access any part of the Services. a. Lumelight Intellectual Property. Except as provided in an applicable Statement of Work, as between Client and Lumelight, subject to any licenses or use rights granted to Client herein, all Intellectual Property rights in the Lumelight IP are and will remain solely and exclusively the property of Lumelight. b. Client Information. Lumelight acknowledges that, as between Lumelight and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to any Client Information provided to Lumelight or input into the Software. Client hereby grants to Lumelight a non-exclusive, non-transferrable, royalty -free, irrevocable, worldwide license to store, process, copy, modify, disclose, display, and otherwise use Client Information to (i) provide the Services to Client; (ii) exercise Lumelight's rights and perform its obligations under this Agreement; (iii) troubleshoot and resolve any issues or errors with the Services and/or the Software; (iv) maintain, improve, expand, or enhance the Service offerings and/or Software available to Client pursuant to this Agreement; and (v) consistent with Section 8(d), monitor and measure the performance, availability, security, abuse, and compliance of the Services, as well as Client's compliance with this Agreement and other applicable guidelines. For the avoidance of doubt, the foregoing does not grant Lumelight any ownership interest in Client Information, and all rights not expressly granted by Client to Lumelight are reserved by Client. c. Feedback. If Client suggests any new features, functionality or performance for the Service that Lumelight subsequently incorporates into the Service (or any other software or service), Client hereby acknowledges that (i) Lumelight shall own, and has all rights to use, such suggestions and the Service (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of Lumelight; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Lumelight. Client hereby irrevocably assigns to Lumelight any and all such suggestions. Client hereby irrevocably assigns to Lumelight any and all rights that Client has to any such feedback and suggestions. d. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Client agrees that Lumelight may monitor Client's use of the Services and collect and compile data in summary or other form such that the data cannot be identified ("Aggregated Data") pertaining to the use and performance of the Services, provided that 1 timrli�Gt11.S:-1 Pn��e 3 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D Lumelight will anonymize or otherwise de -identify such data. Client acknowledges that Lumelight may compile Aggregated Data based on Client Information (however received by Lumelight). The Parties agree that Lumelight owns all rights in and to any Aggregated Data it develops or creates in connection with this Agreement, including all Intellectual Property Rights. Client agrees that Lumelight may use, compile, and transfer Aggregated Data for all legally permissible uses. 9. CONFIDENTIALITY a. Confidential Information. During the Term, either Party (the "Discloser") may disclose or make available to the other Party (the "Recipient") sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Lumelight's Confidential Information includes the Lumelight IP. Confidential Information does not include information that, at the time of disclosure is (a) in the public domain, (b) known to the Recipient, (c) rightfully obtained by the Recipient on a non -confidential basis from a third party, or (d) independently developed by the Recipient. b. Obligations. The Recipient shall not, without prior written consent of the Discloser, disclose the Disclosers Confidential Information to any person or entity, except to the Recipient's employees, officers, directors, attorneys, auditors, financial advisors and other representatives or service providers who have a need to know the Confidential Information and are legally bound to keep such information confidential by obligations consistent with those of this Agreement. On the expiration or termination of the Agreement, the Recipient shall promptly return to the Discloser all copies, whether in written, electronic, or other form or media, of the Discloser's Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. Each Party's obligations of non -disclosure of Confidential Information will survive the termination or expiration of this Agreement. c. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Section 9 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 10. BUSINESS ASSOCIATE AGREEMENT. If applicable, to comply with applicable federal and state laws and regulations governing the confidentiality of all health care information, Client agrees to enter into and execute Lumelight's standard Business Associate Agreement ("BAK) which will thereafter be incorporated herein by reference. 11. TERM AND TERMINATION. a. Term. Unless earlier terminated as provided herein, the term of this Agreement commences on the Effective Date and continues for an initial period of twelve (12) months (the "Initial Term") and thereafter automatically renews for successive periods of twelve (12) months each (each a "Renewal Term" and together with the Initial Term, the "Term"), unless a Party provides written notice of its decision to not renew the Term at least sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. b. Termination. Either Party may, at its option and upon written notice to the other Party, terminate this Agreement, or any Statement of Work hereunder if: (a) a material breach of this Agreement or any Statement of Work by the other Party is not remedied within thirty (30) days after the breaching Party's receipt of written notice of the breach; (b) the other Party admits in writing its inability to pay its debts generally as they become due, files a petition for bankruptcy or executes an assignment for the benefit of creditors or similar document; or (c) a receiver, trustee in bankruptcy or similar officer is appointed for the other Party's property. Client's failure to timely pay any fees and/or expenses when due shall be considered a material breach of this Agreement. 12. INDEMNIFICATION. a. Lumelight shall indemnify, hold harmless, and defend Client from and against third -party claims that the Service used by Client in accordance with this Agreement infringes or misappropriates the third-party's intellectual property rights in the United States. Lumelight shall have no liability, and this Section 12(a) will not apply, for any claim of infringement resulting from: (i) Client's alteration or modifications of the Services or Software without Lumelight's prior written approval; (ii) Client Information; or (iii) the combination or use of the Service with software, data, or material not furnished by Lumelight (each an "Indemnification Exception"). This paragraph states Lumelight's entire liability and Liime%G1111.5_9 J'a"e 4 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D exclusive remedy for infringement of third -party intellectual property rights b. Client shall indemnify, hold harmless, and defend Lumelight, its affiliates and Lumelight's and the affiliates' respective officers, directors, shareholders, and (current and former) employees, from and against any and all liability, loss, damage, claim, causes of action, and expenses (including reasonable attorneys' fees) (collectively "Damages') whether or not covered by insurance, directly or indirectly resulting from or based upon (i) Client's (including its Authorized Users) responsibilities under Section 7 of this Agreement; (ii) a decision by Client (including its Authorized Users) regarding Client's employee -benefit plans, including administration of the plans and individual eligibility determinations; (iii) a decision made or action taken by Client or any Authorized User in reliance upon any Output; and (iv) an Indemnification Exception. c. An indemnified Party shall (i) promptly provide the indemnifying Party with written notice of any claim (provided that delay or failure to so notify the indemnifying Party shall only relieve the indemnifying Party of its obligations to the extent, if at all, that it is prejudiced by reasons of such delay or failure); (ii) allow the indemnifying Party to have sole control of the defense or settlement of the claim, provided, however, the indemnifying Party shall not settle any claim which may have a material adverse impact on the indemnified Party without the prior written consent of the indemnified Party; and (iii) provide the indemnifying Party with reasonable cooperation, assistance, information, and authority necessary to defend the claim at the indemnifying Party's expense. 13. DISCLAIMER OF WARRANTIES. LUMELIGHT MAKES NO WARRANTIES, REPRESENTATIONS, OR AGREEMENTS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND LUMELIGHT SPECIFICALLY DISCLAIMS AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. a. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 9 (CONFIDENTIALITY), A SECURITY INCIDENT, AS DEFINED BY THE BUSINESS ASSOCIATE AGREEMENT, OR A BREACH OF THE BUSINESS ASSOCIATE AGREEMENT, IF APPLICABLE, THE CUMULATIVE, AGGREGATE LIABILITY OF EACH PARTY FOR ALL CLAIMS RELATED TO THIS AGREEMENT, ANY STATEMENT OF WORK, AND THE PROVISION OF THE SERVICES HEREUNDER, WILL NOT IN ANY EVENT EXCEED THREE (3) TIMES THE AMOUNT PAID IN FEES BY CLIENT UNDER THIS AGREEMENT DURING THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY CLAIM AT ISSUE. FOR CLAIMS ARISING OUT OF OR RELATED TO A BREACH OF SECTION 9 OR THE BUSINESS ASSOCIATE AGREEMENT, IF APPLICABLE, THE CUMULATIVE AGGREGATE LIABILITY OF EACH PARTY WILL NOT EXCEED FIVE (5) TIMES THE AMOUNT PAID IN FEES BY CLIENT UNDER THE AGREEMENT DURING THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY CLAIM AT ISSUE OR $500,000 WHICHEVER IS GREATER. b. Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, OR THE LIKE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES. c. THE FOREGOING DISCLAIMERS AND LIMITATIONS DO NOT LIMIT A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT, FRAUD, GROSS NEGLIGENCE, OR A BREACH OF SECTIONS 7(c)-(fl. k16Y410tAO 01lxi11,R9 a. Notice. All notices under this Agreement or any Statement of Work must be made in writing and properly addressed to a Party at the address set forth on the signature pages appended hereto, and will be deemed effective: (a) when sent by confirmed electronic mail or facsimile, if sent during the normal business hours of the recipient, or if not so confirmed during normal business hours, on the next business day, (b) on the next business day after delivery to a nationally -recognized overnight courier service, or (c) on the third business day after deposit with the U.S. Mail, postage prepaid, registered mail or certified mail, return receipt requested. Either Party may change its address for notice by giving notice to the other Party in the manner provided herein. A copy of all notices to Lumelight shall be sent to legal@lumelight.com. Lt�nle%%> t115.4 Prr�e 5 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D b. Relationship of the Parties. Client authorizes and directs Lumelight to perform the Services specified in any applicable Statement of Work. Lumelight shall not be deemed a fiduciary, plan administrator, or agent of any plan for which it provides Services hereunder nor shall Lumelight be deemed to be the employer or co -employer of Client's employees for purposes of providing the Services. Lumelight does not, by virtue of this Agreement, the BAA, or any Statement of Work, assume any responsibility or liability for any obligations which by law belong to Client. For the avoidance of doubt, Lumelight will not be responsible for any claims, payments, costs, or expenses under Client's benefits plans. c. Binding Agreement. This Agreement shall be binding on and inure to the benefit of the Parties to this Agreement and their respective successors and assignees. d. Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Either party may assign this Agreement, without the consent of the other, to any successor entity in connection with a merger, consolidation, reorganization, stock sale, asset sale, or similar transaction involving all or substantially all of such party's business or assets. e. No Implied Waiver. The failure of Lumelight to enforce or insist upon compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, shall not constitute the permanent waiver of any term or condition of this Agreement and this Agreement and each of its provisions shall remain at all times in full force and effect. No waiver of any term or condition is valid unless in writing and signed by authorized representatives of both parties and will be limited to the specific situation for which it is given. f. Authority. Each Party represents and warrants that it has full power and authority to enter into this Agreement, to perform the duties and obligations of such Party set forth herein and to grant the rights set forth herein. g. Severability. If any term in this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable provision had never been included. h. Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of laws rules. i. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof that cannot be informally resolved between the parties, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. j. No Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR OTHER ACTION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY STATEMENT OF WORK. k. Publicity. Client acknowledges that Lumelight may use Client's name, logo, and other identifying marks in Lumelight's general marketing activities, including in any sales and marketing materials, customer lists, and on Lumelight's website. Upon Lumelight's request, Client will also work with Lumelight to issue a press release within ninety (90) days after the Effective Date, announcing the relationship between the Parties. This and/or any future press releases by Lumelight that reference Client shall be subject, in all instances, to Client's prior written approval, which shall not be unreasonably withheld. I. Force Maieure. If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, Internet service provider failures or delays, governmental restrictions, appropriations or other causes beyond the reasonable control of a Party (each, a "Force Maieure Event"), either Party is unable to perform in whole or in part its obligations as set forth in this Agreement or any Statement of Work, excluding any obligations to make payments hereunder, then such Party will be relieved of those obligations to the extent it is so unable to perform, and such inability to perform will not make such Party liable to the other Party. Neither Party will be liable for any losses, injury, delay or damages suffered or incurred by the other Party due to a Force Majeure Event. Client acknowledges that the performance of certain Lumelight obligations may require the cooperation of third parties and outside the control of Lumelight. In the event such third parties fail to cooperate with Lumelight in a manner that reasonably permits Lumelight to perform its obligations, such failures shall be considered as causes beyond the control of Lumelight for the purposes of this Section and shall not be the basis for Ltm�elioG> t11.i4 Pallc 6 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D a determination that Lumelight is in breach of any of its obligations under this Agreement or is otherwise liable. m. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Such executions may be transmitted to the parties by electronic transmission and such digital execution shall have the full force and effect of an original signature. n. Entire Agreement. This Agreement, together with the BAA and Statements of Work, as applicable, constitutes the entire agreement between Lumelight and Client with respect to all the subject matter hereof and supersedes and replaces all prior understandings and agreements, written or oral, regarding such subject matter. [Signature Page Follows] Lau..elaghtMS 9 Page 7 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D The Parties hereto have caused this Master Services Agreement to be effective as of the day, month and year first above written. CITY OF FORTH WORTH By: Name: Kristen Smith Title: Director, Human Resources Address: 100 Fort Worth Trail, Fort Worth, TX 76102 COMPLIANCE HOLDINGS LLC D/B/A LUMELIGHT By: Name: Jennifer Everhart Title: Director, Legal and Compliance Operations Address: 1829 Reisterstown Rd, Suite 100 Pikesville, MD 21208 Llrrlerligbl AISIA Pnllr S Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ("BAA"), effective as of June 4, 2026 (the "Effective Date"), is made and entered into by and between (i) City of Forth Worth ("Corporation"), for and on behalf of itself and in its capacity as both the plan administrator and plan sponsor of group health plan(s) ("Plan"), a covered entity under HIPAA, and on behalf of the Plan, and (ii) Compliance Holdings LLC d/b/a Lumelight, a Delaware limited liability company ("Lumelight"). This BAA supersedes any previous business associate agreement between the parties. WHEREAS, Plan is a "covered entity" as defined under HIPAA and, as such, is required to comply with HIPAA's provisions regarding the confidentiality and privacy of Protected Health Information; and WHEREAS, this BAA applies to the extent Lumelight acts as the Plan's Business Associate as defined by H I PAA; NOW THEREFORE, in consideration of the mutual promises below and the exchange of information pursuant to this BAA, the parties agree as follows: A. PERMITTED USES AND DISCLOSURES OF PHI Except as otherwise limited in this BAA, Lumelight may do any or all of the following: 1. Use or Disclosure Under this BAA. Use or disclose PHI to perform functions, activities, or services for, or on behalf of, the Plan, to the extent permitted pursuant to the contractual relationship between the parties, provided that such use or disclosure would not violate the Privacy Rule or any applicable state law if done by Plan. 2. Use for Administration. Use PHI, but only to the minimum extent necessary, for the proper management and administration of Lumelight's business or to carry out the legal responsibilities of Lumelight. 3. Disclosure for Administration or as Legally Required. Disclose PHI, but only to the minimum extent necessary, for the proper management and administration of Lumelight's business or to carry out the legal responsibilities of Lumelight, provided that: a. The disclosures are Required by Law; or b. Lumelight obtains reasonable assurances from the agent, person, or other entity, including subcontractor, to whom PHI is disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the agent, person, or other entity, including a subcontractor (which purpose must be consistent with the limitations imposed upon Lumelight pursuant to this BAA), and that the agent, person, or other entity, including a subcontractor agrees to promptly notify Lumelight of any instances of which it is aware in which the confidentiality of the information has been breached. 4. Use for Reporting of Violations. Use PHI to report violations of law to appropriate federal, state, and local authorities, consistent with 45 C.F.R. § 164.502(j). 5. Use of Enrollment, Disenrollment, and Summary Health Information. Use PHI to provide Corporation with (a) enrollment or disenrollment information; and (b) Summary Health Information in order to obtain premium bids for providing health insurance coverage or to modify, amend, or terminate the Plan. 6. Data Aggregation. Use PHI to provide data aggregation services to the Plan (as well as other customers) as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 7. Use for De -identification. Use PHI to de -identify the information in accordance with 45 C.F.R. § 164.514, and use, modify, and disclose such deidentified data for any legal purpose. B. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 1. Limited by this BAA and Law. Lumelight will not use or disclose PHI other than as permitted or required by this BAA or as Required by Law. LtiraelioG> A15_4 Al"e 9 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D 2. Compliance with HIPAA. Lumelight will comply with all of the applicable obligations and requirements imposed upon Lumelight under the Privacy Rule, the Security Rule, and the Breach Notification Rule, as required by the HITECH Act. 3. Appropriate Safeguards. Lumelight will use appropriate safeguards and, where applicable, comply with the Security Rule with respect to electronic Protected Health Information ("e-PHI"), to prevent use or disclosure of PHI other than as provided for by this BAA. Lumelight agrees to take reasonable steps, including providing adequate training to its employees to ensure compliance with this BAA and to ensure that the actions or omissions of its employees or agents do not cause Lumelight to breach the terms of this BAA. 4. Reporting of Improper Use or Disclosure, Breach of Unsecured PHI, or Security Incident. a. Lumelight will report to Plan, within 30 business days, any use or disclosure of PHI not provided for by this BAA of which it becomes aware, including any potential Breaches of Unsecured PHI and any Security Incident. b. If Lumelight must inform Plan of a use or disclosure under provision, Lumelight will provide Plan with the information set forth in 45 C.F.R. § 164.410(c). Lumelight will also provide Plan with any other information that Plan may reasonably request. c. Lumelight will also cooperate with Plan in investigating such use or disclosure and assist Plan in determining whether such use or disclosure constitutes a Breach of Unsecured PHI. d. If Plan determines that a Breach of Unsecured PHI has occurred, Lumelight will, at Plan's election: Prepare, subject to Plan's right to review and approve, appropriate notifications of such Breach on behalf of Plan pursuant to 45 C.F.R. §§ 164.404, 164.406, and 164.408; or provide Plan with any information necessary for Plan to prepare such appropriate and timely notifications of such Breach; and Distribute, subject to Plan's right to elect to distribute such notifications itself, the appropriate notifications of such Breach in the time and manner that complies with 45 C.F.R. §§ 164.404 and 164.406. Notwithstanding the foregoing, a delay in the distribution in the appropriate notifications may be permitted, but only to the extent and subject to the conditions of 45 C.F.R. § 164.412, regarding certain law enforcement action. Subcontractors. If Lumelight discloses PHI to a Subcontractor or allows a Subcontractor to create, receive, maintain, or transmit PHI or ePHI on its behalf, Lumelight must, in accordance with 45 C.F.R. §§ 164.308(b)(2), and 164.502(e)(1)(ii), ensure that such Subcontractor agrees to the same restrictions, conditions, and requirements that apply to Lumelight with respect to such information by entering into a written arrangement with Subcontractor that complies with 45 C.F.R. §§ 164.314(a) and 164.504(e). If Lumelight becomes aware of a pattern of activity or practice of a Subcontractor that would constitute a material breach or violation of the written agreement between Lumelight and Subcontractor, Lumelight will take reasonable steps to cure such breach or end the violation, as applicable, or terminate such written agreement with such Subcontractor, and promptly report such material breach or violation by the Subcontractor to Plan in writing. 6. Access to PHI. To the extent that Lumelight maintains PHI in a Designated Record Set, Lumelight will provide access to such PHI to Plan or, as directed by Plan, directly to an Individual to whom the PHI relates, and in the time and manner that meets the requirements of 45 C.F.R. § 164.524. 7. Amendment of PHI. To the extent that Lumelight maintains PHI in a Designated Record Set, Lumelight will make amendment(s) to such PHI in a Designated Record Set that Plan directs or agrees to, at the request of Plan or Individual to whom the PHI relates, and in the time and manner that meets the requirements of 45 C.F.R. § 164.526. 8. Documentation of Disclosures. Lumelight will document all disclosures of PHI made by Lumelight and information related to such disclosures, such that Plan (or Lumelight on its behalf) can respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528 and, as of the applicable effective date, Section 13405(c) of HITECH and any regulations promulgated thereunder. 9. Accounting of Disclosures. Lumelight will provide to Plan or, as directed by Plan, directly to an Individual an accounting of the disclosures of an Individual's PHI, collected in accordance with Section B.8 of this BAA, and Limc1�,G1,V)- I Al"c 10 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D in a time and manner that meets the requirements of 45 CFR § 164.528 and, as of the applicable effective date, Section 13405(a) of HITECH. 10. Right to Request Restrictions and Confidential Communications. To the extent that PHI and communications are within the control of Lumelight, Plan will direct all requests for restrictions and confidential communications in connection with the disclosure of PHI under 45 C.F.R. § 164.522 to Lumelight for evaluation. Lumelight will respond directly to an Individual if directed to do so by Plan or if contacted directly by an Individual, and in the time and manner that complies with all the requirements of 45 C.F.R. § 164.522. 11. Governmental Access to Records. Lumelight will make its internal practices, books and records relating to the use, disclosure, and security of PHI (including policies, procedures and PHI) that is received from, or created or received by Lumelight on behalf of, Plan available to the Secretary and, at the request of Plan, to Plan, for purposes of determining compliance with HIPAA. 12. Mitigation. Lumelight will take reasonable measures to mitigate, to the extent practicable, any harmful effect that is known to Lumelight of a use or disclosure of PHI by Lumelight (or by any other person to whom Lumelight has disclosed PHI) in violation of the requirements of this BAA. 13. Minimum Necessary. Lumelight agrees that, to the extent practicable, it will only request, use and disclose PHI in the form of a limited data set (as defined in 45 C.F.R. § 164.514(e)(2)), and that in all other cases it will only request, use, or disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use, or disclosure. For purposes of 45 C.F.R. § 164.502(b), in the case of the disclosure of PHI, the party disclosing such information will determine what constitutes the minimum necessary information to accomplish the intended purpose of such disclosure. 14. Communication with Other Business Associates. In connection with the performance of its services, activities, and/or functions to or on behalf of Plan, Lumelight may disclose information, including PHI, to other business associates of Plan that have been identified in writing by Plan or the Corporation. Likewise, Lumelight may use and disclose information, including PHI, received from other business associates of Plan, as if this information was received from, or originated with, Plan. 15. Compliance with EDI Standards. If applicable, Lumelight will satisfy all applicable provisions of HIPAA standards for electronic transactions and code sets, also known as the Electronic Data Interchange Standards (the "EDI Standards"), in accordance with 45 C.F.R. Part 162. Notwithstanding the foregoing, the parties agree that any communications between Lumelight and Plan or the Corporation that are not required to meet the EDI Standards will be in such format as Lumelight and Plan, or the Corporation, will jointly determine. 16. Prohibition on Sale of PHI and Marketing. Lumelight will neither sell PHI nor use PHI in marketing unless requested to do so by Plan and such sale or marketing is permitted under HIPAA. 17. Other Obligations. To the extent that Lumelight is, pursuant to this BAA, responsible for carrying out an obligation of Plan under HIPAA, Lumelight will comply with the requirements of HIPAA that apply to Plan in the performance of such obligation. C. OBLIGATIONS OF PLAN 1. Notification of Privacy Practices. Plan will notify Lumelight of any limitations in its notice of privacy practices, to the extent that such limitations may affect Lumelight's use or disclosure of PHI. 2. Notification of Revocations. Plan will notify Lumelight of any changes in, or revocation of, authorization by an Individual to use or disclose PHI, to the extent that such changes or revocation may affect Lumelight's use or disclosure of PHI. 3. Notification of Restrictions. Plan will notify Lumelight of any restriction to the use or disclosure of PHI that Plan has agreed to or is required to abide by in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Lumelight's use or disclosure of PHI. 4. Invalid Requests. Except for data aggregation or management and administrative activities of Lumelight, neither Corporation nor Plan shall request Lumelight to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Corporation or Plan. Ltm�e/ioG> t115.4 Prr�e 91 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D D. TERM AND TERMINATION 1. Term. The term of this BAA will commence as of the Effective Date and will continue in full force and effect from year-to-year, but will terminate as of the earliest occurrence of any of the following: a. all underlying service agreements, including all related Statements of Work, between Corporation or Plan and Lumelight have been terminated; b. the BAA is terminated for cause as described in Section D.2 below; c. the parties mutually agree to terminate this BAA; or d. the BAA is terminated under applicable federal, state, or local law. 2. Termination for Cause. a. Corporation may terminate immediately this BAA, the Agreement, and any other related agreements if Corporation makes a determination that Lumelight has breached a material term of this BAA and Lumelight has failed to cure that material breach, to Corporation's reasonable satisfaction, within 30 days after written notice from Corporation. b. If Lumelight determines that Corporation or Plan has breached a material term of this BAA, then Lumelight will provide Corporation with written notice of the existence of the breach and shall provide Corporation or Plan, as applicable, with 30 days to cure the breach. Corporation's or Plan's failure to cure the breach within the 30-day period will be grounds for immediate termination of the Agreement and this BAA by Lumelight. 3. Effect of Termination a. Upon termination of this BAA for any reason, Lumelight will return or destroy, at Plan's election, all PHI received from, or created, received, maintained, or transmitted by Lumelight on behalf of, Plan that Lumelight still maintains in any form, as well as the documentation required by 45 C.F.R. § 164.5300)(1). b. Notwithstanding the foregoing, if return or destruction of all PHI is not feasible, Lumelight will: retain only that PHI that is necessary for Lumelight to continue its proper management and administration or to carry out its legal responsibilities; ii. extend the protections of this BAA to any retained PHI, continue to use appropriate safeguards, and comply with the Security Rule with respect to ePHI in order to prevent use or disclosure of the retained PHI other than as provided for in this Section, for as long as Lumelight retains the PHI; and not use or disclose the PHI retained by Lumelight other than for the purposes for which such PHI was retained. c. These provisions will apply to PHI that is in the possession of subcontractors or agents of Lumelight. d. Any PHI that Lumelight destroys will be destroyed in accordance with HIPAA. E. DEFINITIONS The following definitions apply to this BAA. Capitalized terms used in this BAA but not otherwise defined shall have the meanings given them in HIPAA, the Privacy Rule or the Security Rule, as applicable. 1. "HHS" means the U.S. Department of Health and Human Services. 2. "HIPAA' means, collectively, the Health Insurance Portability and Accountability Act of 1996, Public Law 104- 191, as amended by the HITECH Act (as defined below) and the related regulations promulgated by HHS. 3. "HITECH Act" means the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005. LtitaelioG> A15_4 J'a"e 12 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D 4. "Privacy Rule" will mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E. 5. "Protected Health Information" or "PHI" has the m aning given to the term "protected health information" in 45 CFR §§164.501 and 160.103, limited to the information created or received by Lumelight from or on behalf of Plan. 6. "Security Incident' means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. 7. "Security Rule" will mean the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and C. 8. "Subcontractor" means a person to whom a business associates delegates a function, activity, or service, other than in the capacity of a member of the workforce of such a business associate. F. MISCELLANEOUS 1. Regulatory References. A reference in this BAA to a section in HIPAA means the section as in effect or as amended at the time this BAA is executed or amended. 2. Survival. All of the respective rights and obligations of Lumelight under Section D.3 (Effect of Termination) of this BAA will survive the termination of this BAA. 3. Interpretation. Any ambiguity in this BAA will be resolved in favor of a meaning that permits compliance with H I PAA. 4. Invalid or Unenforceable Provision. The provisions of this BAA will be severable. The invalidity or unenforceability of any particular provision or portion of such provision of this BAA will be construed, in all respects, as if such invalid or unenforceable provision or portion of such provision had been omitted and will not affect the validity and enforceability of the other provisions hereof or portions of that provision. 5. Amendments and Waiver. This BAA may not be modified, nor will any provision be waived or amended, except in writing duly signed by authorized representatives of the parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. [Signature Page Follows] Lome%Gt t11.i9 Prr�e 93 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D The Parties hereto have caused this HIPAA Business Associate Agreement to be effective as of the date first above written. CITY OF FORTH WORTH By: Name: Kristen Smith Title: Director, Human Resources Address: 100 Fort Worth Trail, Fort Worth, TX, 76102 COMPLIANCE HOLDINGS LLC D/B/A LUMELIGHT By: Name: Jennifer Everhart Title: Director, Legal and Compliance Operations Address: 1829 Reisterstown Rd, Suite 100 Pikesville, MD 21208 Llilljeligbl AISIA 14 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D STATEMENT OF WORK This Statement of Work (the "SOW'), effective as of June 4, 2026 (the "Effective Date"), is entered into by and between City of Forth Worth ("Client") and Compliance Holdings LLC d/b/a Lumelight ("Lumelight"). This SOW is issued pursuant to the most recently executed Master Services Agreement between Client and Lumelight (the "Agreement"). This SOW is subject to the terms and conditions contained in the Agreement and is made a part thereof. Any term not otherwise defined herein will have the meaning specified in the Agreement. The Agreement shall govern in the event of any conflict between the Agreement and this SOW, except where this SOW specifically by its terms amends the Agreement or where the SOW supplies a term on which the Agreement is silent. 1. PERIOD OF PERFORMANCE. The term of this SOW will commence on the Effective Date and will end upon the completion of the work specified in this SOW. 2. SCOPE OF WORK. For purposes of this SOW, the Services shall be limited to those Services described in this Section 2. Lumelight will provide Dependent Eligibility Verification services, which shall include only the following items (unless otherwise agreed to by the parties in writing): a. Project setup and implementation, including intake of one eligibility data file and plan documentation b. Planning and execution of a dependent eligibility audit in accordance with Client's plan rules c. Development and distribution of employee verification communications d. Collection and review of dependent eligibility documentation through Lumelight's secure systems e. Follow-up communications to non -responding or incomplete participants f. Operation of a call center to support participant inquiries. Call center support is provided during Lumelight's standard business hours and includes access to live assistance for participant inquiries. g. Access to secure employee and employer web portals for document submission and project oversight h. Reporting on verification outcomes, response rates, and audit results i. Delivery of final and executive summary reports upon completion of the audit The Base Fee listed below is based on Client's estimated number of dependent -covering employees" ("DCE"): 3084 the per DCE rate ($24.52), as well as these Client selections: Coverage(s) Included: Medical Other Coverage Verification: Spousal Carve -out Medical Spousal Surcharge N/A Communications: Hybrid Deluxe (Mail and email for all phases) Single Sign -On: No If these variables change during the project, additional fees may apply, as outlined in Appendix A. 3. CLIENT RESPONSIBILITIES. In order to facilitate Lumelight's completion of the Services, Client will: a. Respond promptly to Lumelight requests for information or clarification. b. Provide eligibility data, plan documents, and other materials reasonably requested to perform the Services. c. Coordinate with Client's internal teams, vendors, and administrators. d. Timely review and approve communications, reports, and deliverables. Client agrees that Lumelight can rely upon the accuracy and completeness of all information provided and shall not be responsible for delays, errors, or service level failures resulting from Client's failure to meet its responsibilities. LumelightSOW Page 1 of 4 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D 4. CALCULATED SAVINGS. Calculated Savings means the number of non -verified dependents identified in the Executive Report as not meeting the plan's eligibility requirements, multiplied by $7,000.00 per dependent, regardless of whether such dependents are ultimately removed from coverage by Client. Non -verified dependents may include, without limitation: (i) dependents for whom required documentation is not submitted or is insufficient; (ii) voluntary removals during the audit process; (iii) dependents whose verification status is suspended at Client's request; and (iv) dependents determined to be ineligible based on plan rules. Calculated Savings do not include dependents removed due to employee termination or death. Lumelight will recommend acceptable documentation during the intake process. If Client elects to accept alternative documentation outside of Lumelight's recommendations, the associated dependents shall not be included in Calculated Savings for purposes of determining fees. 5. FEES. The fees for the Services are outlined below. Client may rely on the fees listed below for sixty (60) days following the Effective Date. Thereafter, Lumelight reserves the right to adjust pricing if the SOW has not been executed by Client. Base Fee for Services $75,620.00 or the Calculated Savings, as described in Section 4, whichever is lower Other Coverage Verification Fees $0.00 6. INVOICE PROCEDURES. Client will be invoiced in three (3) installments: fifty percent (50%) of the total audit fees upon contract execution, twenty-five percent (25%) of the total audit fees 30 days after the contract execution date and the final twenty-five percent (25%) 60 days after the contract execution date. When applicable, fee adjustments for additional DCEs or changes to Services shall be applied to the next invoice or, if no further invoices are due, added as an additional invoice. Invoices will be delivered to the billing contact identified below via e-mail. Billing Contact Name: Meagan Hailey Address: 1000 Throckmorton, Fort Worth, TX, 76102 Email: Meagan.Hailey@fortworthtexas.gov PERFORMANCE GUARANTEES. Each service level commitment identified below places two percent (2%) of the total Fees at risk, not to exceed ten percent (10%) of the total Fees. Service level commitments are measured on an aggregate basis over the applicable audit or reporting period. Performance guarantees do not apply to failures resulting from Client delays, inaccurate or incomplete information, force majeure events, or services outside the scope of this SOW. a. Document Processing Timeliness: On average, inbound documents will be processed within five (5) business days of receipt. b. Document Processing Accuracy: Ninety-nine percent (99%) of documents received will be processed accurately. c. Call Answer Time: On average, calls to the call center will be answered within fifty-five (55) seconds. d. Web Portal Availability: Excluding scheduled maintenance, web portals will be available ninety-nine percent (99%) of the time. e. Call Center Availability: The call center will be available ninety-nine percent (99%) of the time. Client's sole and exclusive remedy for Lumelight's failure to meet a service level commitment shall be a service credit equal to the applicable percentage of Fees described above. Service level credits shall be applied as a credit against the next invoice, or if no further invoices are due, refunded to Client. Service level credits are not liquidated damages or penalties and represent Lumelight's entire liability for failure to meet the performance guarantees. [Signature Page Follows] LumelightSOW Page 2 of 4 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D The parties hereto have caused this SOW to be effective as of the Effective Date. CITY OF FORTH WORTH Kristen Smith Director, Human Resources ress: 100 Fort Worth Trail, Fort Worth, TX , 76102 COMPLIANCE HOLDINGS LLC D/B/A LUMELIGHT Ramesh Raghunathan Chief Growth Officer ress: 1829 Reisterstown Rd, Suite 100 Pikesville, MD 21208 LumelightSOW Page 3 of 4 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D Appendix A —Additional Work and Modifications Any request by Client in writing for services, deliverables, reports, communications, files, timelines, or other work that is outside the scope of this SOW (each, an "Additional Request") may be performed by Lumelight in its discretion and may result in additional fees as described below or at Lumelight's then -current rates, unless otherwise agreed in writing. Additional Requests do not require a formal amendment to this SOW to be billable. Lumelight shall have no obligation to perform any Additional Request unless and until Client provides written authorization, including acknowledgment of any applicable fees. Lumelight may suspend or decline such work until such authorization is received. *If the number of such employees varies by +/- 10% or greater Services shall be priced again at current rates Addition of Single Sign -On $2,500.00 Restricting address update feature to participants $500.00 Adding or changing spousal surcharge/carve-out verification $1,500.00 Electronic copies of document submissions $600.00 Extension of iVerifyPro access after 60 days following project completion $250.00 per week Extension of the standard audit phases utilized by Lumelight in the performance of Services $1,000.00 per week Additional USPS Mailings $2.30 per mailing plus a $500.00 setup fee Additional IT or development work Ex: data cleanup, additional reports, change requests related to communications, eligibility, or document collection $250.00/hour Additional File Feed(s) $250.00/hour LumelightSOW Page 4 of 4 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D FORT WORTH, CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorneys for review. The attorneys will review the information you have provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination, Requesting Department: Name of Contract Manager: Departmental Attorney: Item or Service sought: Section 1: General Information Human Resources Kelly Lane Keanan Matthews Seeking employee engagement and recognition platform designed to support workforce well-being and culture. Goods: ❑ Service: ❑X Anticipated Amount: 80,000.00 Vendor: Lumelight Current/Prior Agreement for item/service: Yes ❑ CSC or Purchase Order #: N/A Amount: N/A Projected M&C Date: N/A No ❑X How will this item or service be used? Lumelight provides a centralized platform that supports employee recognition, engagement, and well-being. Its services include tools for acknowledging employee achievements, delivering incentives and rewards, gathering feedback through surveys, and tracking participation through reporting and analytics. The platform is often integrated with wellness programs to promote a positive workplace culture and support overall employee engagement. Page 1 of 8 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No If yes, please provide requisition number or brief explanation of contact with Purchasing Division: [DETAILED DESCRIPTION] Section 2: Claimed Exemption and Justification (Other than sole source) NOTE: For sole -source exemption requests, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑ A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or Page 2 of 8 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. [INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole -Source Exemption and Justification NOTE: For all non -sole -source exemption requests, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ® items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; ❑ films, manuscripts, or books; ❑ gas, water, and other utility services; ❑ captive replacement parts or components for equipment; ❑ books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and ❑ management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Lumelight offers a proprietary employee engagement and recognitionplatform that includes specific features not available through other vendors without significant disruption, including_: • Direct integration with existing wellness and benefits platforms currently utilized by the Cjjy • Established user accounts, participation history, and engagement data tied to current employees • Configured workflows, reporting structures, and reward systems already aligned with departmental operations • Continuity of service for employee engagement, recognition, and wellness initiatives Due to these factors, transitioning to another provider would: Page 3 of 8 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D • Require sijznificant time and resources to reconfigure systems and mijrate data • Disrupt on _ og_ing employ. engagement and wellness programs ms • Result in loss of historical data and program continuity • Create potential gaps in services currently available to employ No other vendor can provide these exact services with the same level of compatibility, continuity, and integration without substantial duplication of cost and operational inefficiencies. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Explore Compliance Solutions -) Explore Claims Solutions We transform regulatory complexity into straightforward action. Our compliance experts help you stay ahead of constantly changing regulations while reducing risk and administrative burden. From Al reporting and MHPAEA analysis to ERISA and fiduciary requirements, we provide the expertise and tools you need to maintain compliance without distraction. Our claims solutions dellucr ai cost col and transparency. We help you identify errors. prevent overpayments and ensure benefits dollars arc spcnL appropriotcly. Through suphisCscatcd auditing and proven methodologies, we optimize your claims processes to deliver measurable financial returns. Explore Lumelight SIR Solutions Our featured SaaS analytics solution is purpose-built for self -insured employers and advisors. Lumelight SIR delivers clarity, control, and confidence by replacing manual processes with seamless automation. It enables proactive cost management, accurate analytics, and full financial reporting, all from a single platform. Page 4 of 8 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D We possess deep regulatory expertise with a team of exceptional attorneys and regulatory specialists, who are not only fluent and current in the law, but can simplify its complexities and explain them to clients. We offer sophisticated compliance automation tocis that replace manual processes with smarter uworkflowws. Our expanding suite of ancillary services includes benefits data analytics, 24/7 claim processing and dependent eligibility verification —scaling to meet need. And, we operate according to a framework of integrity that turns regulatory requirements into strategic assets for our clients. At the end of the day, we assume and manage more of the complex and expanding burden of benefits administration and consulting, so that brokers, TPAs and employers don't have to and employees receive the coverage they deserve. Did you attach a sole source justification letter? ❑ Yes ❑X No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). [Compatibility with existing platforms, and recommended by our Broker of Record (HUB)] Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ❑X Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ❑X Yes ❑No. If yes, please explain: Attached Vendor website screenshots Was there anything not included on this form or attached hereto that was relied on in making this determination? ❑Yes ❑XNo. If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION] Page 5 of 8 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D Approved By: Date: 5/4/2026 A ..arna � � uh anuna? / Joildan Alvarez Assistant City Attorney Page 6 of 8 Docusign Envelope ID: 79BECD83-8BCB-84CD-8314-F40F5772C15D FORT WORTH,,,, City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Lumelight Subject of the Agreement: Specialized healthcan advocacy and clinical consulting N/A N/A N/A M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 N/A If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. N/A N/A Effective Date: Approval date If different from the approval date. Expiration Date: One year after approval date If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followin order: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.