Draft Sole Source Contract_25-02.pdf

State of Washington Department of Retirement Systems

DRAFT Sole Source Contract No. 25-02

CEM Benchmarking, Inc.

Date July 1, 2025

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Table of Contents

Recitals 5

Agreement 5

1. Term

2. Sole Source

3. Scope – Included Services and Price

3.1 Sole Source Contract Scope 5

3.2 State’s Ability to Modify Scope of Contract 6

3.3 Price Ceiling 6

4. Contractor Representations and Warranties

4.1 Qualified to do Business 6

4.2 Suspension & Debarment 6

4.3 Performance of Services 6

4.4 Wage Violations 7

4.5 Access To Data 7

4.6 Nondiscrimination 7

4.7 Executive Order 18-03 – Workers’ Rights [If Applicable] 7

4.8 Procurement Ethics & Prohibition on Gifts 7

4.9 Statewide Payee Desk 7

4.10 Advertising and Endorsement 8

4.11 Contract Transition 8

5. Performance of Services

5.1 Performance Requirements 8

5.2 Delivery of Services 8

5.3 Technology Equipment and Access 8

5.4 Security and Data Protection 8

5.5 On Site Requirements 8

5.6 Contractor Safety Plan 8

5.7 Ownership of Deliverables 8

6. Invoicing & Payment

6.1 Contractor Invoice 9

6.2 Payment 10

6.3 Overpayments 10

6.4 No Advance Payment 10

6.5 No Additional Charges 10

6.6 Taxes/Fees 10

7. Contract Management

7.1 Contract Administration & Notices 10

7.2 Contractor Customer Service Representative 11

7.3 Legal Notices 11

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8. Records Retention & Audits

8.1 Records Retention 11

8.2 Audit 11

8.3 Overpayment of Purchases 12

9. Insurance

9.1 Required Insurance 12

9.2 Workers Compensation 12

10. Claims

10.1 Assumption of Risks; Claims Between the Parties 12

10.2 Third-Party Claims; Indemnity 12

11. Dispute Resolution

12. Suspension & Termination; Remedies

12.1 Suspension & Termination for Default 13

12.2 Default 13

12.3 Remedies for Default 13

12.4 Limitation on Damages 13

12.5 Governmental Termination 13

12.6 Termination Procedure 14

13. General Provisions

13.1 Time Is of the Essence 14

13.2 Compliance with Law 14

13.3 Integrated Agreement 14

13.4 Amendment or Modification 14

13.5 Authority 14

13.6 No Agency 15

13.7 Assignments 15

13.8 Binding Effect; Successors & Assigns 15

13.9 Public Information 15

13.10 Assignment of Antitrust Rights Regarding Purchased Services 15

13.11 Force Majeure 15

13.12 Federal Funds 16

13.13 Severability 16

13.14 Waiver 16

13.15 Survival 16

13.16 Governing Law 16

13.17 Jurisdiction & Venue 16

13.18 Attorneys’ Fees 16

13.19 Fair Construction & Interpretation 16

13.20 Further Assurances 17

13.21 Exhibits 17

13.22 Captions & Headings 17

13.23 Electronic Signatures 17

13.24 Counterparts 17

Exhibit A – PENSION ADMINISTRATION BENCHMARKING SUBSCRIPTION (PABS)

SERVICES DESCRIPTION 19

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Exhibit B – Prices for Services 20

Exhibit C - Insurance Requirements 21

1. Insurance Obligation

1.1 Commercial General Liability Insurance 21

1.2 Professional Liability (Errors and Omissions) Insurance 21

1.3 Crime Insurance 21

1.4 Workers’ Compensation Insurance 21

1.5 Employer’s Liability (Stop Gap) Insurance 21

1.6 Cyber Liability Insurance 21

2. Insurance Carrier Rating

3. Additional Insured

4. Certificate of Insurance

5. Primary Coverage

6. Subcontractors

7. Waiver of Subrogation

8. Notice of Change or Cancellation

9. Extended Reporting Period

Exhibit D: Security and Data Protection Requirements 24

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DRAFT Sole Source Contract No. 25-02

CEM BENCHMARKING INC.

This Sole Source Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Washington State Department of Retirement Systems, a Washington State governmental agency (“DRS”) and CEM Benchmarking, Inc. (“Contractor”) and is dated and effective as of July 1, 2025.

Recitals A. Under the provisions of RCW 39.36.140, this sole source contract award must be approved by the Washington State Department of Enterprise Services (DES). No work will commence, or payment be made under the terms of this Contract until it is approved by DES. In the event DES does not approve, the Contract will not be executed.

B. DRS has determined that entering into this Sole Source Contract will meet the identified needs and be in the best interest of the State of Washington.

Agreement Now Therefore, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. Term

The term of this Contract will commence upon the execution date and end, July 1, 2027; subject to mutual agreement, the term of the Contract may be extended for up to 4 additional years.

2. Sole Source

The provisions of Chapter 39.26 RCW require the agency to file this sole source contract with the Department of Enterprise Services (DES) for approval. The effective date of this Contract is upon DES approval of the Contract, the fifteen (15th) working day after it is filed with DES, or as agreed between the parties, whichever is later. No work will commence, or payment be made under the terms of this contract until it is approved by DES. In the event DES does not approve, the contract will not be executed.

3. Scope – Included Services and Price

3.1 Sole Source Contract Scope

Pursuant to this Contract, Contractor is authorized to provide only those services set forth in Exhibit A – Included Services for the prices set forth in Exhibit B – Prices for Services.

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3.2 State’s Ability to Modify Scope of Contract

Subject to mutual agreement between the parties, DRS reserves the right to modify the services included in this Contract; Provided, however, that any such modification shall be effective only upon ten

(10) days advance written notice; and provided further, that any such modification must be within the scope of the Competitive Solicitation and this Contract.

3.3 Price Ceiling

Although Contractor may offer lower prices to DRS, during the term of this Contract, Contractor guarantees to provide the Services at no greater than the prices set forth in Exhibit B - Prices for Services.

4. Contractor Representations and Warranties

Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time of performance pursuant to this Contract. If, at the time of performance, Contractor cannot make such representations and warranties, Contractor shall not perform and shall, within three (3) business days notify DRS, in writing, of such breach.

4.1 Qualified to do Business

Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

4.2 Suspension & Debarment

Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental Contract by any governmental department or agency within the United States.

4.3 Performance of Services

a) Contractor represents and warrants that in performing this Contract, Contractor shall

b) Perform its obligations in a timely, professional, and workmanlike manner consistent with standards in the profession;

c) Meet or exceed the performance and operational standards and specifications in this Contract;

d) Provide all contractual requirements in good quality with no material defects;

e) Not interfere with the State’s operations;

f) Obtain and maintain all necessary licenses, certifications, permits, or other authorizations necessary for the performance of the Contract;

g) Possess all necessary software, equipment, personnel, or supplies necessary for the performance of the Contract;

h) Cooperate with DRS to achieve the objectives of the Contract;

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i) Return to DRS any agency-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract;

j) Comply with all Washington State physical and IT security policies and standards which will be made available upon request; and

k) Provide DRS priority in performance of this Contract except as mandated by federal disaster response requirements.

Notwithstanding any provision to the contrary, any breach under this paragraph is considered a material breach.

4.4 Wage Violations

Contractor represents and warrants that neither it nor its principals or affiliates presently are determined by a final order of the Washington Department of Labor and Industries or a Court, to be in willful violation of state wage laws.

4.5 Access To Data

Upon request and with reasonable and sufficient notice, the CONTRACTOR shall provide access to data generated under this contract to DRS, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost.

4.6 Nondiscrimination

a. Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the basis enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

b. Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

4.7 Executive Order 18-03 – Workers’ Rights [If Applicable]

Contractor represents and warrants, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

4.8 Procurement Ethics & Prohibition on Gifts

Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to State employees.

4.9 Statewide Payee Desk

Contractor represents and warrants that it is registered with the Statewide Payee Desk, of which registration is a condition for payment.

https://app.leg.wa.gov/RCW/default.aspx?cite=49.60

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4.10 Advertising and Endorsement

Contractor understands and acknowledges that neither DRS nor the State of Washington are endorsing Contractor’s services or suggesting that such services are the best or only solution to their needs.

Accordingly, Contractor represents and warrants that it shall make no reference to DRS or the State of Washington in any promotional material without the prior written consent of DRS.

4.11 Contract Transition

Contractor represents and warrants that, in the event this Contract is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist DRS for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington.

5. Performance of Services

5.1 Performance Requirements

Contractor must ensure that its services are performed as required by this Contract, including, without limitation, the requirements set forth in Exhibit A – Included Services.

5.2 Delivery of Services

Contractor understands and acknowledges that Contractor may be required, upon request, to perform contracted services on-site at DRS’ location in Tumwater, Washington. On-site services may include, but are not limited to, attending meetings at DRS’ location. Prices set forth in Exhibit B – Prices for Services shall include costs associated to the delivery of such services on-site at DRS’ location.

5.3 Technology Equipment and Access

Contractor is responsible for providing all equipment and access required to perform services as defined in this contract, including but not limited to video conferencing ability using webinar platforms such as Microsoft Teams and Zoom.

5.4 Security and Data Protection

Contractor will fully comply with Exhibit D- Security and Data Protection Requirements.

5.5 On Site Requirements

The majority of this contract will take place remotely, however if on DRS premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with DRS’ physical, fire, access, safety, and security requirements.

5.6 Contractor Safety Plan

If requested by DRS, Contractor shall provide DRS with a copy of Contractor’s current health/safety plan.

DRS reserves the right to condition access to its premises upon receipt of Contractor’s health/safety plan.

5.7 Ownership of Deliverables

Subject to the following paragraph, but notwithstanding any other provision to the contrary, the parties understand and agree that DRS shall own all rights to any plans, reports, or other deliverables provided

Page 9 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25 to DRS pursuant to this Contract. Subject to the following paragraph, the copyright in all works of authorship created pursuant to this Contract shall be owned by the State of Washington and all such works or portions of works created by the Contractor are hereby agreed to be "works made for hire" within the meaning of 17 U.S.C. § 201. If, however, the State of Washington is not able to obtain copyright ownership under the statutory provisions for "works made for hire," then Contractor hereby assigns to State of Washington all right, title, and interest in: (a) the copyright to Contractor’s work of authorship ("Work") and contribution to any such Work ("Contribution"); (b) any registrations and copyright applications, along with any renewals and extensions thereof, relating to the Contribution or the Work; (c) all works based upon, derived from, or incorporating the Contribution or the Work; (d) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to the Contribution or the Work; (e) all causes of action, either in law or in equity, for past, present, or future infringement of copyright related to the Contribution or the Work, and all rights corresponding to any of the foregoing, throughout the world. In addition, to the extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or rights of restraint the Contractor has in the Contribution or the Work, the Contractor waives those rights as to State of Washington, its successors, licensees, and assigns.

Notwithstanding the previous paragraph, Contractor owns all right, title and interest in and to: (i) its confidential information; (ii) the software, technology, works, tools, processes, methods, algorithms, templates, and other materials and property that are developed by, owned by or licensed to Contractor either before or independent of any services included in this Contract and that are used to perform those services or that are incorporated into or are necessary to the use of the Work; and (iii) any recommendations, suggestions, improvement or correction requests, comments or other feedback provided to Contractor (all the foregoing are collectively “Contractor Material”). Contractor hereby grants to DRS a non-exclusive license to use, copy, display, publish, maintain and support any Contractor Materials that are incorporated into or are necessary to the use of any Work, solely as a part of that Work. DRS will not, without Contractor’s prior written consent, extract Contractor Materials from the Work for use separately from that Work.

6. Invoicing & Payment

6.1 Contractor Invoice

Contractor shall submit to DRS’ designated invoicing contact properly itemized invoices. Such invoices shall itemize the following:

a) Contract No 25-02

b) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative);

c) Contractor’s Federal Tax Identification Number;

d) Description of Services and Deliverables provided;

e) Net invoice Price for each Service or Deliverables;

f) Applicable taxes;

g) Total invoice amount; and

h) Payment terms, including any available prompt payment discounts.

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Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. DRS shall have no obligation to pay Contractor for any services that do not comply with this Contract. Invoices should be directed to the DRS Contract Administrator and the DRS Accounts Payable Mailbox (drs.accountspayable@drs.wa.gov).

6.2 Payment

Payment is the sole responsibility of, and will be made by, DRS. Payment is due within thirty (30) days of invoice. If DRS fails to make timely payment(s), Contractor may invoice DRS in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified.

6.3 Overpayments

Contractor promptly shall refund to DRS the full amount of any erroneous payment or overpayment.

Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that DRS shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, DRS may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor.

6.4 No Advance Payment

No advance payments shall be made for any products or services furnished by Contractor pursuant to this Contract.

6.5 No Additional Charges

Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing.

6.6 Taxes/Fees

Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, DRS shall pay applicable sales tax imposed by the State of Washington on purchased services. Contractor, however, shall not make any charge for federal excise taxes and DRS agrees to furnish Contractor with an exemption certificate where appropriate.

7. Contract Management

7.1 Contract Administration & Notices

Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of contract administration for this Contract. DRS’ contract administrator shall provide contract administrative oversight. Contractor’s contract administrator shall be Contractor’s principal contact for invoice/billing activities under this Contract.

The parties may change contract administrators by written notice as set forth below.

Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

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Contract Administrator for DRS: Contract Manager for Contractor:

Name: Seth Miller Name: Franco Wang Address: PO Box 48380 Olympia, WA 98504 Address: 327 Bay Street, Toronto, Ontario Canada

M5H 2W9 Telephone Number: 360-664-7304 Telephone:

Email: Seth.Miller@drs.wa.gov Email: Franco@cembenchmarking.com

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

7.2 Contractor Customer Service Representative

Contractor shall designate a customer service representative (and inform DRS of the same) who shall be responsible for addressing DRS’ issues pertaining to this Contract.

7.3 Legal Notices

Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Legal Notice for DRS: Legal Notice for Contractor:

Name Wendy Kancianich Name TBD Address PO Box 48380 Olympia, WA 98504 Address Telephone Number 360-664-7231 Telephone Email wendy.kancianich@drs.wa.gov Email

Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee.

8. Records Retention & Audits

8.1 Records Retention

Contractor shall maintain books, records, documents, and other evidence pertaining to this Contract to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Contract or final payment, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

8.2 Audit

DRS reserves the right to audit, or have a designated third-party audit, applicable records to ensure that Contractor has properly invoiced DRS. Accordingly, Contractor shall permit DRS and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe

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Contractor’s books, documents, papers, and records directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six

(6) years following expiration or termination of this Contract or final payment, whichever is later;

Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

8.3 Overpayment of Purchases

Without limiting any other remedy available to DRS, Contractor shall reimburse DRS for any overpayments inconsistent with the terms of this Contract, at a rate of 125% of such overpayments, found as a result of the examination of the Contractor’s records.

9. Insurance

9.1 Required Insurance

During the Term of this Contract, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C– Insurance Requirements.

9.2 Workers Compensation

Contractor shall comply with applicable workers’ compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, DRS may terminate this Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees.

10. Claims

10.1 Assumption of Risks; Claims Between the Parties

Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents in connection with Contractor’s operations under this Contract. DRS has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any DRS’ property resulting directly or indirectly from its acts or omissions under this Contract, even if not attributable to negligence by Contractor or its agents.

10.2 Third-Party Claims; Indemnity

To the fullest extent permitted by law, each party (Contractor and DRS) shall defend, indemnify, and hold harmless the other party and its employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of the indemnifying party or its successors, agents, and subcontractors under this Contract, except claims caused solely by the indemnifying party’s negligence. Each party shall take all steps needed to keep the other party’s property free of liens arising from its activities and promptly obtain or bond the release of any such liens that may be filed.

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11. Dispute Resolution

The parties shall cooperate to resolve any dispute pertaining to this Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior manager of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute.

12. Suspension & Termination; Remedies

12.1 Suspension & Termination for Default

DRS may suspend Contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to DRS’ reasonable satisfaction;

Provided, however, that, if after twenty (20) days from such a suspension notice, Contractor remains in default, DRS may terminate Contractor’s rights under this Contract. All of Contractor’s obligations to DRS survive termination of Contractor’s rights under this Contract, until such obligations have been fulfilled.

12.2 Default

Each of the following events shall constitute default of this Contract by Contractor:

a) Contractor fails to perform or comply with any of the terms or conditions of this Contract;

b) Contractor breaches any representation or warranty provided herein; or

c) Contractors enter into proceedings relating to bankruptcy, whether voluntary or involuntary.

12.3 Remedies for Default

a) DRS’ rights to suspend and terminate Contractor’s rights under this Contract are in addition to all other available remedies.

b) In the event of termination for default, DRS may exercise any remedy provided by law including, without limitation, the right to procure replacement services. In such event, Contractor shall be liable to DRS for damages as authorized by law including, but not limited to, any price difference between the Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement.

12.4 Limitation on Damages

Notwithstanding any provision to the contrary, the parties agree that in no event shall any party be liable to the other for exemplary or punitive damages.

12.5 Governmental Termination

a) Termination for Withdrawal of Authority. DRS may suspend or terminate this Contract if, during the term hereof, DRS’ procurement authority is withdrawn, reduced, or limited such that DRS, in its judgment, would lack authority to enter into this Contract; Provided, however, that such

Page 14 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25 suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve DRS from payment for services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, DRS shall not have any obligation or liability to Contractor.

b) Termination for Public Convenience. DRS, for public convenience, may terminate this Contract;

Provided, however, that such termination for public convenience must, in DRS’ judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for public convenience shall not relieve DRS from payment for services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, DRS shall not have any obligation or liability to Contractor.

12.6 Termination Procedure

Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination.

13. General Provisions

13.1 Time Is of the Essence

Time is of the essence for each and every provision of this Contract.

13.2 Compliance with Law

Contractor shall comply with all applicable laws.

13.3 Integrated Agreement

This Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein.

13.4 Amendment or Modification

Except as set forth herein, this Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party.

13.5 Authority

Each party to this Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Contract and that its execution, delivery, and performance of this Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

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13.6 No Agency

The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Contract. Neither party is an agent of the other party nor authorized to obligate it.

13.7 Assignments

Contractor may not assign its rights under this Contract without DRS’ prior written consent and DRS may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to DRS within thirty (30) days, Contractor may assign its rights under this Contract in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Contract notwithstanding any prior assignment of its rights.

13.8 Binding Effect; Successors & Assigns

This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

13.9 Public Information

This Contract and all related documents are subject to public disclosure as required by Washington’s Public Records Act, RCW 42.56.

13.10 Assignment of Antitrust Rights Regarding Purchased Services Contractor irrevocably assigns to DRS, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any services provided in Washington for the purpose of carrying out the Contractor’s obligations under this Contract, including, at DRS’ option, the right to control any such litigation on such claim for relief or cause of action.

13.11 Force Majeure

Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this Contract if, and to the extent that, such party's performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that causes a delay that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences. If either party is delayed by force majeure, said party shall provide written notification within forty-eight (48) hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall likewise be provided. So far as consistent with the rights reserved below, the time of completion shall be extended by Contract amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Contract. Notwithstanding any provision to the contrary, in the event that a Contractor-declared force majeure event lasts for more than thirty (30 days, DRS shall have the right to terminate the Contract and/or purchase the services set forth in this Contract; Provided, however, that in such event, Contractor shall not be liable to DRS for any price difference for such services.

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13.12 Federal Funds

To the extent that DRS uses federal funds to purchase services pursuant to this Contract, DRS shall specify any applicable requirement or certification that must be satisfied by Contractor as a condition of payment and Contractor shall adhere to such applicable federal requirements and/or certifications.

13.13 Severability

If any provision of this Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Contract, and to this end the provisions of this Contract are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Contract.

13.14 Waiver

Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Contract, nor shall any purported oral modification or rescission of this Contract by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision.

13.15 Survival

All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Contract shall survive and remain in effect following the expiration or termination of this Contract, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods.

13.16 Governing Law

The validity, construction, performance, and enforcement of this Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules.

13.17 Jurisdiction & Venue

In the event that any action is brought to enforce any provision of this Contract, the parties agree to submit to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.

13.18 Attorneys’ Fees

In the event of litigation or other action brought to enforce the terms of this Contract or alternative dispute process, each party agrees to bear its own attorneys’ fees and costs.

13.19 Fair Construction & Interpretation

The provisions of this Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to

Page 17 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25 achieve the objectives and purposes of this Contract. Each party hereto and its council has reviewed and revised this Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Contract. Each term and provision of this Contract to be performed by either party shall be construed to be both a covenant and a condition.

13.20 Further Assurances

In addition to the actions specifically mentioned in this Contract, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Contract.

13.21 Exhibits

All exhibits referred to herein are deemed to be incorporated in this Contract in their entirety.

13.22 Captions & Headings

The captions and headings in this Contract are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Contract nor the meaning of any provisions hereof.

13.23 Electronic Signatures

An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes.

13.24 Counterparts

This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Contract at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Contract.

Executed by the persons signing below who warrant that they have the authority to execute the contract.

DRS: Contractor:

Signed Name Signed Name

Printed Name Printed Name

Date Date

Page 18 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25

Page 19 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25

Exhibit A – PENSION ADMINISTRATION BENCHMARKING

SUBSCRIPTION (PABS) SERVICES DESCRIPTION

This Exhibit sets forth the Services and manner in which they are to be provided by Contractor.

Description of PABS Services

Service Provider will provide the following:

Reporting

• A standardized management report featuring your key benchmarking insights relative to your curated peer group;

• A virtual presentation of the report to your relevant stakeholders;

• Access to your digital tool(s) for deeper probing;

• Insights and research authored by Service Provider and any associated digital sessions;

• Three (3) attendee invitations for Service Recipient to Service

Provider’s annual Global Pension Administration Conference; and

• Access to the online Peer Intelligence Network (“PIN”)

Data Collection & Quality

• A standard on-line survey questionnaire with embedded data validation functionality;

• An expert review of your survey with discussion of unusual or outlying data items if needed; and

• An annual data quality scorecard based on CEM’s Global Reporting Principles (once available)

Ongoing Support & Access

• An annual meeting prior to the start of data collection to align on key actions, deliverables and timing;

• Progress updates on delivery relative to key milestones; and

• Access to the CEM client portal.

Reporting

Please note Service Provider does not provide advice. Decisions on actions arising from Service Provider’s analysis are Service Recipient’s alone.

Service Recipient will provide the following:

Data Provision

• Information on Service Recipient’s activities, costs, services, and performance in a manner prescribed by Service Provider prior to the end of the notice period provided by Service Provider.

Page 20 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25

Exhibit B – Prices for Services

Services Fees The fee for Services will be as follows:

July 1, 2025 to June 30, 2026 = $63,000USD

July 1, 2026 to June 30, 2027 = $65,000USD

The fee increases annually at a level commensurate with inflation.

Inflation is based on the 12-month trailing change in CPI as published by Statistics Canada using CEM’s fiscal year, applied to the fee, rounded to the nearest thousand. Fee increases apply to subscription fees and any additional reports. Service Recipient will be billed the annual subscription fee once the draft benchmarking report has been digitally delivered.

Service Recipient will be billed the annual subscription fee once the draft benchmarking report has been digitally delivered.

Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket travel costs and expenses including, but not limited to, airfare, ground transportation, hotels, and meals with prior approval from the Service Recipient.

Special Terms and Conditions

For clarity, Service Provider will not disclose any fund-specific data, facts, figures, or insights in a manner attributable to Service Recipient without prior, written consent.

Page 21 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25

Exhibit C - Insurance Requirements

1. Insurance Obligation

During the Term of this Contract, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages.

The insurance coverage limits set forth herein are the minimum. Contractor’s insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein.

1.1 Commercial General Liability Insurance

Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition.

1.2 Professional Liability (Errors and Omissions) Insurance

Limits of liability shall not be less than $3,000,000 per claim and $3,000,000 annual aggregate.

1.3 Crime Insurance

To cover computer fraud and/or misuse of DRS’ data by Contractor’s personnel or agents. Limits of liability shall not be less than $1,000,000 per claim.

1.4 Workers’ Compensation Insurance

Contractor shall comply with applicable Workers’ Compensation or Industrial Accident insurance providing benefits as required by law.

1.5 Employer’s Liability (Stop Gap) Insurance

Employer’s liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit.

1.6 Cyber Liability Insurance

Limits of liability shall not be less than $5,000,000 per claim.

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2. Insurance Carrier Rating

Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. DRS reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating.

3. Additional Insured

Commercial General Liability and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasers (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies.

4. Certificate of Insurance

Prior to execution of the Contract, Contractor shall furnish to DRS, as evidence of the insurance coverage required by this Contract, a certificate of insurance satisfactory to DRS that insurance, in the above-stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall furnish to DRS an updated or renewed certificate of insurance, satisfactory to DRS, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Contract number stated on the cover of this Contract. All certificates of Insurance and any related insurance documents shall be delivered to DRS by U.S. mail, postage prepaid, or sent via email, and shall be sent to the address or email address set forth below or to such other address or email address as DRS may specify in writing:

US Mail: Email:

Contracts & Procurement – Sole Source Contract Insurance Cert Contract No. 25-02 Attn: Wendy Kancianich

DRS

PO Box 48380 Tumwater WA 98501 drs.contractcomp@drs.wa.gov

NOTE: For email, the Subject line must state:

Sole Source Contract Insurance Certificate – Contract No 25-02

5. Primary Coverage

Contractor’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance provided by Contractor or subcontractors.

Page 23 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25

6. Subcontractors

Contractor shall include all subcontractors as insureds under all required insurance policies.

Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies with all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor’s liability or responsibility.

7. Waiver of Subrogation

Contractor waives all rights of subrogation against the State of Washington and any Purchaser for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein.

8. Notice of Change or Cancellation

There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by Contractor to DRS. Failure to provide such notice, as required, shall constitute default by Contractor.

Any such written notice shall include the Contract number stated on the cover of this Contract.

9. Extended Reporting Period

If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Contract.

Page 24 of 26 DRAFT Sole Source Contract 25-02 V. I_ 3.17.25

Exhibit D: Security and Data Protection Requirements

1. Purpose for Data Sharing

Contractor will access DRS Data through the CEM portal for the purposes of performing independent public pension administration benchmarking. Neither Contractor nor Contractor Personnel are entitled to the use of DRS Data for any purpose other than what is stated in the Contract.

2. Definitions

“Agency” means Department of Retirement Systems (DRS), any section, unit, or other entity at DRS, or any of the officers or other officials lawfully representing DRS.

“Data” means the information that is disclosed or exchanged as described by this Contract.

“Disclosure” means the release, transfer, provision of, access to, or divulging in any other manner of information outside the entity holding the information.

Enterprise Software: Computer…