Exhibit A- Sample Contract 26-03.pdf

State of Washington Department of Retirement Systems

Sample Contract #26-03

IRS E-File Tax Reporting Support

Date

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Table of Contents

Recitals 5

Agreement 5

1. Term

2. Scope – Included Services and Price

2.1 Contract Scope 5

2.2 State’s Ability to Modify Scope of Contract 5

2.3 Price Ceiling 5

3. Contractor Representations and Warranties

3.1 Qualified to do Business 6

3.2 Suspension & Debarment 6

3.3 Performance of Services 6

3.4 Wage Violations 7

3.5 Access To Data 7

3.6 Nondiscrimination 7

3.7 Subcontractor Payments Reporting Requirements 7

3.8 Independent Capacity of the Contractor 8

3.9 Executive Order 18-03 – Workers’ Rights [If Applicable] 8

3.10 Washington Small Business [If Applicable] 8

3.11 Certified Veteran-Owned Business [If Applicable] 9

3.12 Procurement Ethics & Prohibition on Gifts 9

3.13 Statewide Payee Desk 9

3.14 Advertising and Endorsement 9

3.15 Contract Transition 9

4. Performance of Services

4.1 Performance Requirements 9

4.2 Delivery of Services 9

4.3 Technology Equipment and Access 9

4.4 Security and Data Protection 9

4.5 On Site Requirements 10

4.6 Contractor Safety Plan 10

4.7 Ownership of Deliverables 10

4.8 Contractor Key Staff Changes 10

4. 9 Confidential Information 11

5. Invoicing & Payment

5.1 Contractor Invoice 11

5.2 Payment 12

5.3 Overpayments 12

5.4 No Advance Payment 12

5.5 No Additional Charges 12

5.6 Taxes/Fees 12

6. Contract Management

6.1 Contract Administration & Notices 12

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6.2 Contractor Customer Service Representative 13

6.3 Legal Notices 13

7. Records Retention & Audits

7.1 Records Retention 13

7.2 Audit 13

7.3 Overpayment of Purchases 14

8. Insurance

8.1 Required Insurance 14

8.2 Workers Compensation 14

9. Claims

9.1 Assumption of Risks; Claims Between the Parties 14

9.2 Third-Party Claims; Indemnity 14

10. Dispute Resolution

11. Suspension & Termination; Remedies

11.1 Suspension & Termination for Default 15

11.2 Default 15

11.3 Remedies for Default 15

11.4 Limitation on Damages 15

11.5 Governmental Termination 15

11.6 Termination Procedure 16

12. General Provisions

12.1 Time Is of the Essence 16

12.2 Compliance with Law 16

12.3 Integrated Agreement 16

12.4 Amendment or Modification 16

12.5 Authority 16

12.6 No Agency 16

12.7 Assignments 17

12.8 Binding Effect; Successors & Assigns 17

12.9 Public Information 17

12.10 Assignment of Antitrust Rights Regarding Purchased Services 17

12.11 Force Majeure 17

12.12 Federal Funds 17

12.13 Severability 18

12.14 Waiver 18

12.15 Survival 18

12.16 Governing Law 18

12.17 Jurisdiction & Venue 18

12.18 Attorneys’ Fees 18

12.19 Fair Construction & Interpretation 18

12.20 Further Assurances 19

12.21 Exhibits 19

12.22 Captions & Headings 19

12.23 Electronic Signatures 19

12.24 Counterparts 19

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Exhibit A – Included Services 20

SCOPE OF SERVICES

Exhibit B – Prices for Services 24

1. Compensation

Exhibit C - Insurance Requirements 25

1. Insurance Obligation

1.1 Commercial General Liability Insurance 25

1.2 Professional Liability (Errors and Omissions) Insurance 25

1.3 Technology Errors and Omissions 25

1.5 Crime Insurance 26

1.6 Workers’ Compensation Insurance 26

1.7 Employer’s Liability (Stop Gap) Insurance 26

1.8 Cyber Liability Insurance 26

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 28

1. Purpose for Data Sharing

2. Definitions

3. Description of Data Shared

4. Constraints on Use of Data

5. Data Transmission

6. Data Security

7. Data Confidentiality

8. Use of Data

9. Disposition of Data Exhibit D-Attachment A: Certification of Disposal of Confidential Information

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IRS E-File Tax Reporting Support

Sample Contract #26-03

This 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 ____________________, a ________________ (“Contractor”) and is dated and effective as of _______________ __, 2026.

Recitals A. Pursuant to Legislative direction codified in RCW 39.26, DRS is authorized to competitively solicit and award contracts for goods and/or services for use by DRS.

B. DRS issued Solicitation dated June 17, 2026 , for the purpose of IRS E-File Tax Reporting Support in accordance with its authority under RCW 39.26.

C. DRS has determined that entering into this 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 continue through August 2027;

subject to mutual agreement, the term of the Contract may be extended for up to 1 years.

2. Scope – Included Services and Price

2.1 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.

2.2 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.

2.3 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.

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3. 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.

3.1 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.

3.2 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.

3.3 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;

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.

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3.4 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.

3.5 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. This includes access to all information that supports the findings, conclusions, and recommendations of the CONTRACTOR’S reports, including computer models and methodology for those models.

3.6 Nondiscrimination

a. Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases 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).

3.7 Subcontractor Payments Reporting Requirements

Contractor shall make good faith efforts to engage certified minority, women, and veteran-owned businesses in subcontracting opportunities where feasible. This Contract is subject to compliance tracking using the State’s business diversity management system, Access Equity (B2Gnow). Access Equity is web-based and can be accessed at the Office of Minority and Women’s Business Enterprises at https://omwbe.diversitycompliance.com/. The Contractor and all Subcontractors shall report and confirm receipt of payments made to the Contractor and each Subcontractor through Access Equity. The Contractor may contact Wendy Kancianich for technical assistance in using the Access Equity system. User guides and documentation related to Contractor and Subcontractor access to, and use of Access Equity are available online at https://omwbe.wa.gov/access-equity-help-center. The Public Owner reserves the right to withhold payments from the Contractor for non-compliance with this section. For purposes of this section, Subcontractor means any subcontractor working on the Contract, at any tier and regardless of status as certified WMBE or Non-WMBE.

The Contractor shall:

a. Register and enter all required Subcontractor information into Access Equity no later than 15 days after the Public Owner creates the Contract Record.

b. Complete the required user training (two (2) one-hour online sessions) no later than 20 days after the Public Owner creates the Contract Record.

https://app.leg.wa.gov/RCW/default.aspx?cite=49.60 https://omwbe.diversitycompliance.com/ https://omwbe.wa.gov/access-equity-help-center

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c. Report the amount and date of all payments (i) received from the Public Owner, and (ii) paid to Subcontractors, no later than TBD, issuance of each payment made by the Contractor shall mark as “Final” and report the final Subcontractor payments) into Access Equity no later than thirty (30) days after the final payment is due the Subcontractor(s) under the Contract, with all payment information entered no later than sixty (60) days after end of fiscal year.

d. Monitor contract payments and respond promptly to any requests or instructions from the Public Owner or system-generated messages to check or provide information in Access Equity.

e. Coordinate with Subcontractors, or Public Owner, when necessary, to resolve promptly any discrepancies between reported and received payments.

f. Require each Subcontractor to: (i) register in Access Equity and complete the required user training;

(ii) verify the amount and date of receipt of each payment from the Contractor or a higher tier Subcontractor, if applicable, through Access Equity; (iii) report payments made to any lower tier Subcontractors, if any, in the same manner as specified herein; (iv) respond promptly to any requests or instructions from the Contractor or system-generated messages to check or provide information in Access Equity; and (v) coordinate with Contractor, or Public Owner when necessary, to resolve promptly any discrepancies between reported and received payments.

3.8 Independent Capacity of the Contractor

The parties intend that an independent Contractor relationship will be created by this contract. The Contractor and their employees or agents performing under this contract are not employees or agents of the Agency. The Contractor will not hold themselves out as or claim to be an officer or employee of the Agency or of the State of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the Contractor.

Nothing in this Agreement shall be construed to restrict the Contractor from entering into agreements with other parties. The Contractor is free to provide services to other clients, so long as such activities do not conflict with their obligations to DRS.

3.9 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.

3.10 Washington Small Business [If Applicable]

Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor qualifies as a Washington Small Business pursuant to RCW 39.26.010.

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3.11 Certified Veteran-Owned Business [If Applicable]

Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor qualifies as a Certified Veteran-Owned Business pursuant to RCW 43.60A.190.

3.12 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.

3.13 Statewide Payee Desk

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

3.14 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.

3.15 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.

4. Performance of Services

4.1 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.

4.2 Delivery of Services

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

4.3 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.

4.4 Security and Data Protection

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

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4.5 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’s physical, fire, access, safety, and security requirements.

4.6 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.

4.7 Ownership of Deliverables

Notwithstanding any provision to the contrary, the parties understand and agree that DRS shall own all rights to any plans, reports, or other deliverables provided to DRS pursuant to this Contract. The copyright in all works of authorship created pursuant to this Contract shall be owned by the State of Washington. 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.

4.8 Contractor Key Staff Changes

Except in the case of a leave of absence, sickness, death, termination of employment or unpaid or paid leave of absence, agreed upon Key Staff must not be changed during the term of this contract.

Otherwise, any change in Key Staff must be agreed in writing between the parties. During the term of the Contract, DRS reserves the right to approve or disapprove of Contractor and Subcontractor Key Staff assigned to perform services as required by this contract, or to require the removal or reassignment of any Contractor or Subcontractor Key Staff found unacceptable by DRS, subject to DRS ’s compliance with applicable laws and regulations. Contractor must provide DRS with a resume of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed for any aspect of performance under this Contract prior to commencing any Services.

In the event that proposed Contractor resources are unavailable to deliver the work, Contractor must staff the project with resources with equal or greater skills and capabilities, subject to approval from

DRS.

DRS must be notified of any change in Contractor Key Staff as soon as practicable but in no event less than five (5) working days after removal of such staff from their duties in support of this Contract.

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Contractor must provide resumes and describe the roles and responsibilities of any replacement staff to DRS as soon as practicable but in no event less than five (5) working days prior to the date that such staff begin work under this Contract. DRS reserves the right, in its sole judgement, to approve or reject such replacement staff. DRS ’s approval of such staff will not be unreasonably withheld.

4. 9 Confidential Information Each party may have access to Confidential Information of the other party or third parties. “Confidential Information” is defined in Exhibit D, Section 2, of this Contract. Confidential Information disclosed is proprietary and will remain the sole property of the disclosing party or such third parties. Confidential Information will not include the following unless such information is protected from disclosure under Washington’s Public Records Act (Chapter 42.56 RCW): information that (i) is or becomes publicly available or enters the public domain through no fault of the receiving party; (ii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations; (iii) is already in the receiving party’s possession free of any confidentiality obligations at the time of disclosure; or (iv) is independently developed by the receiving party.

Each party agrees to: (i) use Confidential Information only for the purposes of this Contract; (ii) hold Confidential Information in confidence and protect it from dissemination to, and use by, any third party, in compliance with Chapter 42.56 RCW; (iii) not to create any derivative work from Confidential Information; (iv) restrict access to Confidential Information to its personnel, affiliates, agents, and Contractors who need access to such Confidential Information and who have agreed in writing to treat such Confidential Information in accordance with this Contract and Chapter 42.56 RCW; and (v) return or destroy all Confidential Information of the other party upon termination or expiration of this Contract and in accordance with Chapter 42.56 RCW. If the receiving party is required by law or valid legal order to disclose Confidential Information, the receiving party will, unless prohibited by law, give reasonable notice in accordance with Chapter 42.56 RCW of such demand to allow the disclosing party to seek a protective order or other remedy.

5. Invoicing & Payment

5.1 Contractor Invoice

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

a) Contract No 26-03

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.

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

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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).

5.2 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.

5.3 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.

5.4 No Advance Payment

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

5.5 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.

5.6 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.

6. Contract Management

6.1 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:

Contract Manager for DRS: Contract Manager for Contractor:

Name: Name

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Address: Address Telephone Number: Telephone Email: Email

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.

6.2 Contractor Customer Service Representative

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

6.3 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 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.

7. Records Retention & Audits

7.1 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.

7.2 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 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;

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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.

7.3 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.

8. Insurance

8.1 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.

8.2 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.

9. Claims

9.1 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’s property resulting directly or indirectly from its acts or omissions under this Contract, even if not attributable to negligence by Contractor or its agents.

9.2 Third-Party Claims; Indemnity

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless DRS 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 Contractor or its successors, agents, and subcontractors under this Contract, except claims caused solely by DRS’s negligence. Contractor shall take all steps needed to keep DRS’s property free of liens arising from Contractor’s activities and promptly obtain or bond the release of any such liens that may be filed.

10. 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, Page 15 of 36 Sample Contract 26-03 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.

11. Suspension & Termination; Remedies

11.1 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’s 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.

11.2 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.

11.3 Remedies for Default

a) DRS’s 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.

11.4 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.

11.5 Governmental Termination

a) Termination for Withdrawal of Authority. DRS may suspend or terminate this Contract if, during the term hereof, DRS’s 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 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

Page 16 of 36 Sample Contract 26-03 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’s 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.

11.6 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.

12. General Provisions

12.1 Time Is of the Essence

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

12.2 Compliance with Law

Contractor shall comply with all applicable laws.

12.3 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.

12.4 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.

12.5 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.

12.6 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.

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12.7 Assignments

Contractor may not assign its rights under this Contract without DRS’s 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.

12.8 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.

12.9 Public Information

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

12.10 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’s option, the right to control any such litigation on such claim for relief or cause of action.

12.11 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.

12.12 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.

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12.13 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.

12.14 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.

12.15 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.

12.16 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.

12.17 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.

12.18 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.

12.19 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 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.

Page 19 of 36 Sample Contract 26-03

12.20 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.

12.21 Exhibits

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

12.22 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.

12.23 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.

12.24 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

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

SCOPE OF SERVICES.

The Vendor shall receive, validate, prepare, and electronically submit DRS and Record Keeper information return files to the IRS in compliance with all applicable IRS publications, technical specifications, and security requirements. The Vendor shall act as the authorized transmitter for DRS.

1. File Intake and Format Requirements

Vendor is expected to:

• Receive and process all DRS and Record Keeper files in the formats provided.

• Treat all incoming data as read-only; the Vendor is not authorized to update or change the information data received.

• Validate file structure and identify any file-level or record-level errors.

• Notify DRS promptly of any issues requiring correction.

To aid the vendor in performing their responsibilities, DRS will:

• Provide 1099-R files formatted according to IRS Publication 1220 for 2025 as .txt files.

• Provide 1042-S files formatted according to IRS Publication 1187 for 2025 as .txt files.

• Provide Record Keeper–generated files in IRS-compliant formats.

• Deliver files according to the agreed-upon schedule.

2. IRS e-File Submission

Vendor is expected to:

• Maintain active status as an IRS-Authorized e-File Provider, including all required testing and renewals.

• Submit all approved files to the IRS through the appropriate IRS e-file platform (FIRE, IRIS, or successor systems).

• Support all IRS-required formats, including Application-to-Application (A2A) and XML submissions.

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• Provide confirmation of successful transmission and IRS acknowledgment files within one business day.

To aid the vendor in performing their responsibilities, DRS will:

• Review and approve all files prior to IRS submission.

• Provide written or electronic authorization for each submission.

• Provide corrected files when needed for resubmission.

3. Error Handling and Reconciliation

• Monitor all IRS acknowledgments, reject notices, and error reports.

• Provide DRS with detailed error summaries, including error codes and affected records.

• Resubmit corrected files only after receiving updated data and explicit approval from DRS.

• Maintain an audit trail of all submissions, rejects, and resubmissions for at least seven (7) years.

To aid the vendor in performing their responsibilities, DRS will:

• Review IRS reject notices and provide corrected data files.

• Coordinate with the Record Keeper when errors relate to Record Keeper-generated data.

• Approve any corrected file for resubmission.

4. Reporting and Documentation

• Provide submission confirmation reports for each file transmitted.

• Provide IRS acknowledgment files and status notifications.

• Provide detailed reject/error reports when applicable.

• Provide annual summary reports of all submissions, rejects, and resubmissions.

• Notify DRS of any IRS or system changes affecting file formats or submission processes.

To aid the vendor in performing their responsibilities, DRS will:

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• Review and acknowledge receipt of Vendor submission confirmations and IRS acknowledgments.

• Maintain internal records of all filings and IRS communications.

• Provide any additional documentation needed to support IRS submission processes.

5. Planning and Coordination

• Participate in annual planning meetings with DRS.

• Provide technical support during peak filing periods.

• Notify DRS of any IRS system changes affecting file formats or submission processes.

To aid the vendor in performing their responsibilities, DRS will:

• Provide an annual filing calendar including deadlines for initial file delivery, correction cycles, and final submission windows.

• Participate in annual planning and IRS readiness activities.

• Notify the Vendor of any IRS requirement changes known to DRS.

6. Performance Standards

The Vendor is expected to meet the following minimum performance expectations:

• 100% of files submitted by IRS deadlines.

• 100% of IRS acknowledgments delivered to DRS within one…