Cambridge_Proposal.pdf

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page of

August 23, 2021

Gregory Smith, Director of Business Development Cambridge Associates LLC 125 High Street Boston, MA 02110

Pursuant to A.A.C. R2-7-C315, the Arizona State Retirement System (ASRS) hereby requests a Best and Final Offer from your company. This represents an opportunity to officially amend your original Offer with changes that would make the Offer more competitive.

1. Using Attachment A: Offer and Acceptance included in this document, indicate which services you are offering, sign and resubmit.

2. Using Attachment B: Exceptions included in this document, indicate the negotiated exceptions that will replace the language in the original Solicitation documents. ASRS requests Offeror submit only those exceptions that ASRS has indicated it can agree to consider as part of negotiation discussions.

Submissions of exceptions not agreed upon during negotiation discussions will impact evaluation of the Offer.

3. Using Attachment C: Pricing Schedule included in this document, present your company’s best and final pricing for any and all items.

4. As a follow up to the ASRS Determination on Confidential Information, when uploading your Offer documents ensure the confidential box is checked for any documents that were determined to be confidential; ensure that the confidential box is not checked for any documents that were determined not to be confidential.

5. In APP, on the Items (F) tab, a Unit price of $1.00 must be entered and saved.

6. If you wish to make any revisions to your original Offer, include the changes in your response to this request. In order to make any such changes, in the Suppliers Documents section, remove the original attachment(s) that require changes, and then add the new, revised attachment.

Your response to this request will supersede any previous Offers or discussions. If you do not respond to an item, your original Offer will be considered your final Offer.

All Offerors must select one of the following:

Offeror is not submitting any revisions. Offeror understands that the original response will be considered the final Offer.

Offeror is submitting the following revised attachment(s), in its entirety, with this form as part of the Best and Final Offer. (List all documents, identifying the revised sections, below) Attachment B: Exceptions: SECTION 2B : 3.8.1, 3.9, 4.1, 6.1.2, 6.2, 6.4, 7.1, 7.2, 7.3, 8.2.2.1, 8.3.3, 8.4, 8.6.2, 8.6.3, 8.7.2, 8.7.11, 8.11. SECTION 2C : 3.1, 3.8, 4.3.3, 6.1, 6.2, 7.1, 7.2, 7.3, 7.4, 7.6.2, 8.4, 8.5, 9.4, 9.5, 10., 11.

Attachment C: Pricing

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page of

Cambridge Associates LLC Company Name Signature of Person Authorized to Sign

Date Printed Name

This document must be completed and submitted, along with any other Best and Final Offer documents, in APP.

In order to ensure your Best and Final Offer will be considered, it must be submitted in the APP system no later than 4:00 P.M. (PST), August 26, 2021 unless otherwise subsequently communicated by ASRS in the APP Discussion Forum. After a final Offer is received, it is extremely difficult to change it; therefore, if you need clarification on any item, please do not hesitate to send a message through the APP Discussions with Buyer tab before submitting the Offer.

**IMPORTANT NOTES AND REMINDERS REGARDING SUBMISSION IN APP

All Attachments should be uploaded in the APP system via the Your Offer Infos & Docs tab by going to the Supplier Documents section and selecting “Add Document”. Always select document type “Supplier Technical Document.”

Items that are not confidential should be uploaded and the “Confidential” box should not be checked.

On the Items (F) tab, a Unit price of $1.00 must be entered and saved.

Online tutorials and quick reference guides for using APP are accessible from the APP website at https://spo.az.gov/suppliers/app-support/quick-reference-guides , including links to “Submitting a Best and Final Offer”. For technical questions regarding the system, the APP helpdesk staff is available to assist by telephone at 602-542-7600 or by email at app@azdoa.gov . Due to a fluctuating volume of calls and emails, allow at least 24 hours to receive a response.

August 26, 2021 Chandler Tyson

C https://spo.az.gov/suppliers/app-support/quick-reference-guides

BEST AND FINAL OFFER

ATTACHMENT A: Offer ad Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page of

CERTIFICATION: By signature in the section above, the Offeror certifies it:

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. §§ 41−1461 through 1465.

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted Offer. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the Offer. Signing the Offer with a false statement shall void the Offer, any resulting contract and may be subject to legal remedies provided by law.

TO THE ARIZONA STATE RETIREMENT SYSTEM (ASRS): The Undersigned hereby offers and agrees to provide investment consulting services as indicated below, in compliance with the Scope of Work, Special and Uniform Terms and Conditions, Instructions to Offerors, Attachments (Response Forms), Solicitation or Contract Amendments, and Offeror’s Best and Final Offer as accepted by ASRS, as part of the Solicitation.

The Offer and Acceptance form within the Solicitation shall be submitted with the Offer in the State’s eProcurement system and shall include a signature by a person authorized to sign the Offer. The signature shall signify the Offeror’s intent to be bound by the Offer and the terms of the Solicitation and that the information provided is true, accurate and complete. Failure to submit verifiable evidence of an intent to be bound, such as a signature, shall result in rejection of the Offer.

An Offer has been submitted for the following services (check ALL that apply):

Service Check if Offering

Illiquid Credit & Public Markets Investment Project Consulting Services ☐

Private Equity Investment Consulting Services ☒

Real Estate Investment Consulting Services ☐

Cambridge Associates LLC

Company Name Signature of Person Authorized to Sign Offer

125 High Street Address Printed Name and Title

Boston MA 02110 Greg Smyth Director, Business Development, Pensions

City State Zip Contact Name and Title

04-3515240

(857) 272-9566 gsmyth@cambridgeassociates.com

Federal tax identifier (EIN or SSN) Contact Phone and Email Address

Chandler Tyson

C

ATTACHMENT A: Offer ad Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page of

3. Is not debarred by, or otherwise prohibited from participating in any publically-funded contract awarded by any Federal, State or local jurisdiction.

4. Is lawfully authorized to conduct business in Arizona or has no impediments to conduct business in Arizona.

5. Does not participate in, and agrees not to participate in during the term of the Contract, a boycott of goods or services from the state of Israel in accordance with A.R.S. §35-393 and §35-393.01. This certification does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued pursuant to that section in accordance with A.R.S. §35-393.03.

ACCEPTANCE OF OFFER BY ASRS: The Offer is hereby accepted. The Offeror is now bound (as Contractor) to carry out the Work outlined in the Contract and based upon the Solicitation.

Contract No. _________________________________________________________________________

The effective date of the Contract is ____________________________________________________

Awarded this _______ day of __________ 20 ______________

ASRS Signature ASRS Name and Title

Note: The Contractor is cautioned not to commence any billable work or to provide any service under this Contract until Contractor receives a purchase order, contract release document or written notice to proceed.

ATTACHMENT B: Exceptions ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page of

Indicate below any exceptions taken to the requirements or terms contained in this Solicitation. Provide both an explanation for the exception and Offeror’s recommended alternative language.

Certain exceptions may have a negative impact on the evaluation of the Offeror’s proposal. As indicated in the Instructions to Offerors, Section 6.4 (Consideration of Exceptions) “. . . if an Offer is conditioned on exceptions to the Scope of Work and Terms and Conditions, the Offer may be determined to be not susceptible for award and rejected . . .”

Please indicate as appropriate:

☐ TAKES NO EXCEPTIONS

☒ TAKES EXCEPTIONS TO THE FOLLOWING:

Identify the section of the Scope of Work or the Special or Uniform Terms and Conditions of the Solicitation, and any Attachments. Identify the clause name and number (where applicable), provide the reason for the exception, and propose requested alternative language by restating and redlining the clause. Copy and paste a new row for each new exception.

Section / Paragraph or

Exhibit Reference

Solicitation Language (Copy and Paste from Solicitation)

Proposed Changes / Alternate Language

5.4 Valuation and

Monitoring of Capital Calls

5.4. Validation and Monitoring of Capital

Calls

5.4.1. Monitor, validate, and authenticate

capital calls for compliance with appropriate documentation, including communication among ASRS, the sponsor, and relevant parties.

Explanation: N/A. We do not provide this service.

CA does not monitor or validate capital calls for our non-discretionary clients only for our discretionary client relationships.

5.3 Valuation and

Fee Analysis Reporting

5.3. Valuation and Fee Analysis

Reporting

• 5.3.1. Provide valuation and fee analysis reports on any of the following types of assets:

• 5.3.1.1. Commingled fund;

• 5.3.1.2. Co-investment vehicle;

• 5.3.1.3. Direct investment; and

• 5.3.1.4. Other types of investments as requested by the ASRS.

• 5.3.2. Provide valuation and fee analysis reports on ASRS partnerships.

Explanation: N/A. We do not provide this service.

With our large public plan clients today, we partner with their third-party fee and valuation reporting firm. We would be happy to discuss this in further detail, but we do not provide these reports directly.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

3.8.1 Ownership of

intellectual Property.

Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, or trade secrets created or conceived solely pursuant to or as a result of this Contract and any related subcontract (collectively, the "Intellectual Property"), shall be work made for hire and the ASRS shall be the owner of such Intellectual Property. The ASRS shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of this Contract ("Independent Materials") do not constitute Intellectual Property. If Contractor creates derivative works of Independent Materials, then the elements of such derivative works created pursuant to this Contract shall constitute Intellectual Property owned by the ASRS. Contractor shall notify the ASRS, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s).

Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the ASRS and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the ASRS. The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity not the ASRS without the express written authorization of the ASRS.

Notwithstanding the foregoing, if the ASRS elects, in its sole and absolute discretion, to relinquish its ownership interest in any or all of the Intellectual Property, the ASRS shall have the rights to use, modify, reproduce, release, perform, display, sublicense or disclose such Intellectual Property within State government and operations without restriction for any activity in which the ASRS is a party (collectively, "Government Purpose Rights").

Add following language at end of 3.8.1.

For the avoidance of doubt, any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, or trade secrets created or conceived by Contractor prior to the effective date indicated in the “Acceptance of Offer” Contract shall be exclusively owned by Contractor (collectively, the "Contractor Intellectual Property"). The parties acknowledge and agree that Contractor shall retain all rights, title and interest in the Contractor Intellectual Property and that this Contract shall in no way assign Contractor Intellectual Property to ASRS.

Explanation: Based on our conversation with ASRS, this has been modified to align with our standard terms and policies.

3.9. Warranty

Unless otherwise modified elsewhere in the terms and conditions, the Contractor warrants that, for one year after acceptance by the ASRS, the Materials shall be fully compatible with the ASRS's computer

We would prefer specifying the compatibility requirements mentioned in “the Materials shall be fully compatible with the ASRS's computer hardware and software environment” in the first paragraph.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page hardware and software environment.

Contractor represents and warrants to the ASRS that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work.

Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on users or prevent the Materials from performing as required under the terms and conditions of this Contract.

Contractor represents and warrants that Contractor has used commercially reasonable means to ensure that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on users or prevent the Materials from performing as required under the terms and conditions of this Contract.

Explanation: Modified to align with our standard terms

4.1. Most Favored

Client Pricing.

Contractor represents and warrants that its fee structure under this Contract is, and at all times during the term of this Contract and any extension will remain, the equal of or less than any fee structure offered for similar services to any other of its customers. Within thirty (30) days of offering a more advantageous fee structure to any other customer, Contractor shall offer the ASRS for immediate implementation at least the same fee structure.

Delete all language.

Explanation: Against our Most Favored Nations (MFN) policies.

6.1.2 If the Contractor does not correct the above

problem(s) within ten (10) days after receiving the notice of default, the ASRS may terminate the Contract. If the ASRS terminates the Contract pursuant to this clause, the ASRS reserves all rights or claims to damage for breach of contract.

If the Contractor does not correct the above problem(s) within ten (10) business days after receiving the notice of default, the ASRS may terminate the Contract after 30 business days from the date of notice above. If the ASRS terminates the Contract pursuant to this clause, the ASRS reserves all rights or claims to damage for breach of contract.

Explanation: Modified to align with our standard terms

6.2. Termination for

Convenience.

6.2. Termination for Convenience. The

Contract is for the convenience of the ASRS and as such may be terminated without default by the ASRS when in the best interest of the ASRS by providing a written thirty (30) day notice of termination to Contractor.

6.2. Termination for Convenience. The Contract is for

the convenience of the ASRS and as such may be terminated without default by the ASRS when in the best interest of the ASRS by providing a written thirty

(90) business day notice of termination to Contractor.

Explanation: Modified to align with our standard terms.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

6.4 6.4. In the event the Contract expires or is terminated for any reason or cause, Contractor agrees to continue performance of its duties, if so requested by the ASRS, as though no expiration or termination had occurred for a period not to exceed six (6) months from the first day of the month following termination. Contractor shall cooperate fully with a replacement service contractor (“Replacement Contractor”) who assumes the Services under the Contract.

In such event, Contractor shall continue to receive compensation set forth in the Contract unless modified by Contract Amendment to address unforeseen transition costs.

6.4. In the event the Contract expires or is terminated

for any reason or cause, Contractor agrees to continue performance of its duties, if so requested by the ASRS, as though no expiration or termination had occurred for a period not to exceed six (6) months from the first day of the month following termination. Contractor shall reasonably cooperate fully with a replacement service contractor (“Replacement Contractor”) who assumes the Services under the Contract. In such event, Contractor shall continue to receive compensation set forth in the Contract unless modified by Contract Amendment to address unforeseen transition costs.

Explanation: Modified to align with our standard terms

7.1 Risk of Loss 7.1. Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production, production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the scope of the Work, until they have been accepted as conforming by State in the particular location and situation specified in the Order, or as specified generally elsewhere in the Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance.

Explanation: Not applicable to CA business and services.

7.2 Indemnification

Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or reasonable expenses (including reasonable: court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree.

It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all direct claims arising out of the performance of this Contract. It is agreed that Contractor will be responsible for reasonable primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

Explanation: Based on our conversation with ASRS, this has been modified to align with our standard terms

7.3. Limitation of

Liability

Contractor's liability for first party damages to the ASRS arising from this Contract shall be limited to three two time(s) the maximum-not-to-exceed amount of this Contract. The foregoing limitation of liability shall not apply to: (i) liability, including indemnification obligations, for third party claims, including but not limited to, infringement of third party intellectual property rights; (ii) claims covered by any specific provision of the Contract calling for liquidated damages or other amounts, including but not limited to, performance requirements; or (iii) costs or attorneys' fees that the ASRS is entitled to recover as a prevailing party in any action.

Contractor's liability for first party damages to the ASRS arising from this Contract shall be limited to two time(s) the maximum-not-to-exceed amount of this Contract.

Explanation: Modified to align with our standard terms.

8.2.2.1 Attempts (either failed or successful) to

gain unauthorized access to a system or it’s data/information;

Attempts (either suspected or successful) to gain unauthorized access to a system or it’s data/information;

Explanation: Modified to align with our standard terms

8.3.3 The ASRS shall have the right to assess, inspect, review, monitor and validate compliance with information and data requirements of the Contract. The ASRS’s right to inspect shall apply to all physical locations where performance of this

Within reason, The ASRS shall have the right to assess, inspect, review, monitor and validate compliance with information and data requirements of the Contract. The ASRS’s right to inspect shall apply to all physical locations where performance of this Contract occurs, to personnel performing work

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

Contract occurs, to personnel performing work authorized by this Contract, to any records (as defined by A.R.S. §41-151.18) or devices used in performance of this Contract, and to documented policies and procedures, including but not limited to information security and privacy controls.

The right to inspect shall apply to all subcontractors or other agents who perform under the Contract.

authorized by this Contract, to any records (as defined by A.R.S. §41-151.18) or devices used in performance of this Contract, and to documented policies and procedures, including but not limited to information security and privacy controls. The right to inspect shall apply to all subcontractors or other agents who perform under the Contract.

Explanation: We would prefer the addition or modification of language to clarify our burden of proof is limited in this instance as this seems focused on IT service organizations.

8.4 Information

Security and Data Privacy Incident Reporting

To comply with 8.3, unless authorized by law or in writing by the ASRS, Contractor shall report any unauthorized use or disclose of CI or Sensitive Data. Contractor shall make the report to the ASRS’s Privacy or Information Security Officer within 24 hours after the Contractor learns of the unauthorized access, use or disclosure. In its report, the Contractor shall, at a minimum:

To comply with 8.3, unless authorized by law or in writing by the ASRS, Contractor shall report any unauthorized use or disclose of CI or Sensitive Data.

Contractor shall make the report to the ASRS’s Privacy or Information Security Officer within 24 48 hours after the Contractor learns of the unauthorized access, use or disclosure. In its report, the Contractor shall, at a minimum:

Explanation: Modified to align with our standard terms.

8.6.2. Upon termination of the Contract, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the ASRS upon request.

The Contractor must ensure that all digital storage devices containing ASRS data, including data storage at the native file level, are sanitized, and electronic media have been cleared, purged, or destroyed consistent with NIST Special Publication 800–88, Guidelines for Media Sanitization, 6 such that the information or data cannot be retrieved. (see https://www.nist.gov/publications/nist-special-publication-800-88-revision-1-guidelines-media-sanitization). Contractor may retain copies as applicable in order to meet its record retention requirements.

Upon termination of the Contract, all deliverables, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the ASRS upon request (for the avoidance of doubt, this does not include Contractor Intellectual Property). The Contractor must ensure that all digital storage devices containing ASRS data, including data storage at the native file level, are sanitized, and electronic media have been cleared, purged, or destroyed consistent with NIST Special Publication 800–88, Guidelines for Media Sanitization, 6 such that the information or data cannot be retrieved.

(see https://www.nist.gov/publications/nist-special-publication-800-88-revision-1-guidelines-media-sanitization). Contractor may retain copies as applicable in order to meet its record retention requirements.

Explanation: Based on our conversation with ASRS, this has been slightly updated. As mentioned earlier, since our process, recommendations, etc. are a core aspect of how we differentiate from competitors, we would like clarity that our intellectual property or trade secret information is to remain ours.

8.6.3 Contractor must provide the ASRS with an

information safeguard management plan for its primary sites and work that will be performed by employees, agents or subcontractors at locations other than the primary site including but not limited to

Upon ASRS’ request, Contractor will confirm it has implemented an information safeguard management plan for its primary sites and work that will be performed by employees, agents or subcontractors at locations other than the primary site including but not limited to personal residences and other remote

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page personal residences and other remote locations. The ASRS must be notified in writing of any changes in operations or this plan. The ASRS reserves the right to approve and monitor the information safeguard plan. The Contractor, its subcontractors and agents shall maintain a complete, current and accurate log identifying the location of each person completing work for the ASRS that requires access, use or disclosure of confidential or sensitive information.

locations. The ASRS must be notified in writing of any changes in operations or this plan. The ASRS reserves the right to approve and monitor the information safeguard plan. The Contractor, its subcontractors and agents shall maintain a complete, current and accurate log identifying the location of each person completing work for the ASRS that requires access, use or disclosure of confidential or sensitive information.

Explanation: Based on our conversation with ASRS,

8.7.2 Maintain updated patches on all software

and technology infrastructure.

Maintain updated security patches on all software and technology infrastructure.

Explanation: Modified to limit our obligation to security concerns.

8.7.11 Network outages or other security events

are reported as soon as possible but no later than 24 hours to the agency’s Chief Information Security Officer or other designated security officer as indicated by the Contract when the affected system contains data or performs services related to the performance of this Contract.

Explanation: The clause seems targeted to an IT services function. We would not report an outage to a client that does not impact our ability to provide our services.

8.11 Subcontracts

and Agents

Contractor shall require all tiers of subcontractors or agents who perform work under this Contract to provide a written and signed assurance to abide by and comply with the information security and data privacy provisions of this Contract.

Upon request, Contractor shall confirm that, to the extent applicable, all tiers of subcontractors or agents who perform work under this Contract shall abide by and comply with the information security and data privacy provisions of this Contract.

Explanation: Based on our conversation with ASRS, Section 2C

3.1 Records Under A.R.S. § 35-214 and § 35-215, the

Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

The Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

Explanation: Modified to align with our standard terms.

3.8 Ownership of

Intellectual Property

Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, Add following language at end of 3.8:

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page and/or trade secrets created or conceived pursuant to or as a result of this Contract and any related Subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State.

The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract.

For the avoidance of doubt, any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, or trade secrets created or conceived by Contractor prior to the effective date indicated in the “Acceptance of Offer” Contract shall be exclusively owned by Contractor (collectively, the "Contractor Intellectual Property"). The parties acknowledge and agree that Contractor shall retain all rights, title and interest in the Contractor Intellectual Property and that this Contract shall in no way assign Contractor Intellectual Property to ASRS.

Explanation: Based on our conversation with ASRS,

4.3.3 Tax

Indemnifications

Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

4.3.3. Tax Indemnification. Contractor and all

subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation; provided, however, that the parties acknowledge and agree that Contractor shall not be responsible for, and shall not be required to indemnify ASRS, for taxes, damages and interest in respect of, or in connection with, the acquisition, holding or disposal of any investment decisions of ASRS or otherwise in connection with the ASRS’ business, other than as specifically provided in this Contract.

Explanation: Based on our conversation with ASRS, RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

6.1 Risk of Loss The Contractor shall bear all loss of

conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt.

Delete all language.

Explanation: Not applicable to CA business and services.

6.2 Indemnification 6.2.1. Contractor/Vendor Indemnification

(Not Public Agency) The parties to this Contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the Contractor for the vicarious liability of the State as a result of entering into this Contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence.

Each party to this Contract is responsible for its own negligence.

6.2.2. Public Agency Language Only Each

party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.

Reinsert indemnification language and add new language at the end of Section 6:

For the avoidance of doubt, ASRS and the Contractor acknowledge and agree that in the event of a conflict in the provisions of the Contract, including with respect to this Section 6, as accepted by the State and as they may be amended, the terms and conditions of Section

2.3.1. “Special Terms and Conditions,” shall govern and control.

Explanation: Based on our conversation with ASRS, this has been modified to aligns with our standard terms.

7.1 Liens The Contractor warrants that the materials

supplied under this Contract are free of liens and shall remain free of liens.

Delete all language.

7.2 Quality Unless otherwise modified elsewhere in

these terms and conditions, the Contractor warrants that, for one year after acceptance by the State of the materials, they shall be:

• 7.2.1. Of a quality to pass without objection in the trade under the Contract description;

Delete all language.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

• 7.2.2. Fit for the intended purposes for which the materials are used;

• 7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;

• 7.2.4. Adequately contained, packaged and marked as the Contract may require; and

• 7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.

7.3 Fitness The Contractor warrants that any material

supplied to the State shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract.

Delete all language.

7.4 Inspection/

Testing

The warranties set forth in subparagraphs

7.1 through 7.3 of this paragraph are not affected by inspection or testing of or payment for the materials by the State.

Delete all language.

7.6.2 Purchase

Orders

The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract.

Delete all language.

8.4 Nonconforming

Tender

Materials or services supplied under this Contract shall fully comply with the Contract. The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of Contract. On delivery of nonconforming materials or services, the State may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it.

Delete all language.

8.5 Right of Offset The State shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-conforming performance or failure to

To the extent the Contractor fails to perform the Contract or such performance is non-conforming, thereby resulting in any sums, direct expenses or costs incurred by the State, or damages assessed by the State, the Contractor and the State agree to act in

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions.

good faith to work together to seek final resolution thereof.

Explanation: Based on our conversation with ASRS,

9.4 Termination for

Convenience

The State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the State. In the event of termination under this paragraph, all documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply.

Upon 90 business days prior written notice, the State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the State. In the event of termination under this paragraph, all documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply.

Explanation: Modified to align with our standard terms

9.5 Termination for

Default

9.5.1. In addition to the rights reserved in

the Contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor.

9.5.2. Upon termination under this

paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand.

9.5.3. The State may, upon termination of

this Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring materials or services in substitution for those due

9.5.1. In addition to the rights reserved in the Contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor.

9.5.2. Upon termination under this paragraph, all

goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand.

9.5.3. The State may, upon termination of this

Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring materials or services in substitution for those due from the Contractor.

9.5.4. The Contractor may terminate this Contract:

(i) in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract; (ii) in the event that Funds are not presently available as described in Sections 4.4 and 4.5 of

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page from the Contractor. Section 2-C in order for ASRS to meet its obligations under this Contract; and (iii) the contractor will provide 90 days written notice

Explanation: Based on our conversation with ASRS,

10. Contract Claims All Contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder.

All Contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder.

Explanation: Based on our conversation with ASRS, this has been modified to aligns with our standard terms.

11. Arbitration The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41).

The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S.

§ 12-1518, except as may be required by other applicable statutes (Title 41).

Explanation: Based on our conversation with ASRS, this has been modified to aligns with our standard terms.

Cambridge Associates Additional Proposed Terms

Standard of Care The Contractor acknowledges that when providing the investment services under this Contract, it owes the…