Statement of Work.docx

EXHIBIT A

[of Exhibit D – Contract]

STATEMENT OF WORK

The following Statement of Work details Washington Saves’ expectations for the Program Administrator and for the Investment Manager. The entire range of services include the following:

A. General (Program Administrator and Investment Manager)

1. The Contractor will provide all IRA management services for the compliance, administration, recordkeeping, applicable marketing functions and call center customer service of the Washington Saves Program in a responsive, accessible, culturally competent and multi-lingual manner, and in accordance with performance standards, which shall be agreed upon by the Board and Contractor. The Contractor will be responsible for the performance of appropriate affiliates, subsidiaries and subcontractors included in the resulting Agreement for Services (the “Agreement”) and Services shall be delivered in compliance with all RFP requirements and the resulting Agreement.

2. The Contractor will administer the Program as a fiduciary for the Board and for Program participants in compliance with all applicable federal securities laws and regulations, State laws and regulations established by the Board, and industry best practices.

3. On an ongoing basis, the Contractor will monitor for changes in the legal and regulatory environment that may materially affect the Program, and it will implement necessary changes to the Program processes, disclosures and educational materials as approved by the Board.

4. The Contractor shall report immediately any identified fiduciary breach or violation of applicable laws and regulations to the Board via the Program Manager.

5. The Contractor will provide the following services and must adhere to Washington Saves’ applicable standards and policies, as and when adopted by the Board:

a. The Contractor will designate a dedicated key personnel team and it will notify Washington Saves of any changes to the management or compilation of that team in advance of the change to the extent possible or, in any case, as they occur. Such changes include reassignments, resignations, terminations, additions or other changes to the employment status or composition of the professionals assigned to the team. Washington Saves reserves the right to screen and approve or deny key personnel, including Contractor employees and subcontractors, assigned to this engagement;

b. All work to be performed by the Contractor will be reviewed by Washington Saves’ Staff. Such review will not relieve the Contractor of any liability in connection with such work;

c. The Contractor will meet with Washington Saves and attend Board meetings (generally to be scheduled quarterly, but may be as frequently as monthly) and on an ad hoc basis, commencing with the execution of the Agreement, and provide Program-related reports as requested by the Board or its Staff;

d. The Contractor must provide a complete and fully documented administration and operations manual that will include current contact information for all parties. It will include documentation and copies of all legally required compliance activities, including those that are investment related;

e. The Contractor will be responsible for informing the Board of all material activities conducted by it in the operation, administration and monitoring of the Program; and

f. The Contractor must respond to the need for telephone consultation within a 24-hour period and be available to the Washington Saves’ Program Manager between the hours of 8 a.m. – 5 p.m. PT. The Contractor shall also provide availability via email and ensure responses to non-urgent inquiries within two business days.

B. Administration (Program Administrator)

1. The Contractor must provide necessary resources to ensure a timely and seamless Program implementation by the expected July 1, 2027 launch date:

a. Detailed implementation roadmap with critical deadlines.

b. Dedicated staff to handle the Program implementation.

c. Weekly meetings to track progress and updates.

d. Engagement of a limited number of employers in a pilot program before full launch.

e. Testing and documentation that the implementation was completed and done properly.

2. The Contractor’s performance will be measured by mutually agreed upon administrative performance criteria (“Administrative Benchmarks”), which will be incorporated by reference into the Agreement.

3. The Contractor will facilitate the initial and ongoing engagement of employers that are subject to the Program mandate, including exemption from the mandate or compliance with it.

4. The Contractor will provide the participant documents specified below, upon approval from Washington Saves. Contractor shall exercise care, skill, prudence, and diligence consistent with fiduciary standards in delivering these services and provide all proposed documentation and any changes to Staff in advance, for review and approval.

a. Program Forms – The Contractor shall develop forms and operating documents necessary to administer the Program.

b. Program Disclosure Statement – Must be included in all employee information packets and shall contain all Program rules and material information necessary for participants to make informed decisions regarding their participation in the Program. The Contractor shall prepare any required Supplements to the Program Disclosure Statement and produce and distribute the Program Disclosure Statement and Supplements to the employees/participants in accordance with applicable law, produced in English and Spanish at a minimum, and to the extent proposed, in other languages; and

c. IRA Disclosure Statement and Custodial Agreement – Must be provided to all IRA participants in accordance with applicable Internal Revenue Service (“IRS”) regulations and guidance.

d. Any additional documents or statements required by federal or state statute or regulation.

5. The Contractor will provide regularly scheduled reports to the Board regarding, but not limited to:

a. The number of accounts and assets in existence and created during the time period;

b. Relevant account activity, and other Program administration information prescribed by the Board including employer compliance, opt-out rates, contribution rates, and customer service metrics;

c. Employer-specific reports, if requested by the Program, including information about participants, total contributions/withdrawals, and any other information as permitted under federal IRA rules and state regulations; and

d. Reporting at the employer and Program level.

6. The Contractor shall provide Washington Saves with Program reporting sufficient to support ongoing administration, oversight, and Board governance, including:

a. Daily Program Data: Provide daily access to current Program data, including assets under management, funded accounts, registered employers, exempt employers, opt-outs and opt-out rates, contributions, and other agreed-upon participation and compliance metrics.

b. Monthly Reporting: Provide monthly reports on Program operations and performance, including participation, employer compliance, account activity, contributions, KYC results, customer service metrics, and other information requested by Washington Saves.

c. Board Reporting: Prepare reports and materials requested for Board meetings. Unless otherwise directed, materials shall be provided approximately two weeks in advance and in an accessible format consistent with State of Washington accessibility requirements for public digital documents.

The content and frequency of reporting may be modified at the Program’s request by mutual agreement of the parties, including to add, remove, or change reporting metrics as Program needs and Contractor capabilities evolve.

7. The Contractor shall provide necessary reports to federal and State entities regarding accounts and account activity. The Contractor shall also provide ad-hoc reports upon request with available data.

8. The Contractor will be required to provide the following regarding data usage and ownership:

a. Participant data will be used solely to administer Washington Saves and will not be shared, sold, or used for any other purpose, except as necessary to perform services under the Agreement, including by affiliates, subcontractors, or vendors.

b. Participant data must not be stored, transmitted, processed, or accessed outside the United States, including by subcontractors, affiliates, or third-party providers (e.g., offshore call centers or development teams).

c. Contractor must maintain policies governing the use of artificial intelligence (AI) and other technologies in connection with program administration, including policies related to tools used, access to participant or employer data, and data privacy and security safeguards (including whether data is used to train AI). Contractor must also maintain governance procedures for introducing new technologies, product enhancements, or system changes that may access sensitive data. No such technologies, enhancements, or systems changes may be implemented without prior review and approval by Washington Saves.

d. Washington will retain ownership of all participant, employer, and Program data associated with Washington Saves.

e. Contractor shall ensure that any affiliates, subsidiaries, subcontractors, and other service providers comply with these requirements.

9. The Contractor shall cooperate with and support the annual audit of the Program, including providing records, data, reports, and reasonable access to systems or system-generated information necessary to produce annual financial reports for the Board.

10. The Contractor will be required to provide annual System and Organization Controls (“SOC”) reports, specifically SOC1 and SOC2 Type 2 reports. When the Contractor utilizes subcontractors to perform some or all of the services included in the Agreement, the Contractor will be required to provide SOC1 and SOC2 Type 2 reports for the subcontractors as well.

11. Upon request, the Contractor shall provide Washington Saves access to all files, records, documents and data pertaining to the Program that are in its possession and control, regardless of how that information is stored (“Program Records”). The Program Records shall be provided in a reasonable time and in a form acceptable to Washington Saves. Access shall be provided through a secure online connection to the recordkeeping platform, with copies of original documents provided within five business days upon request.

12. Upon notice from the Board that the Agreement will terminate, and at its expense, the Contractor shall provide all Program Records in a useable electronic form to the new Program Administrator. This shall occur within sixty days of such notice, including any derived data, electronic images, correspondence, and media output as directed by Washington Saves.

13. Have business continuity and disaster recovery plans in place to ensure that the services provided will be maintained in the event of an operational disruption. The business continuity and disaster recovery plan must be tested at least annually and results must be made available to the Program upon request. The disaster recovery location must be maintained within the U.S.

14. The Contractor must have an off-site back up data storage and disaster recovery plan to protect Program data in the event of data loss or destruction.

15. Maintain insurance coverage for the nature and scope of services and assets under management. These may include, but are not limited to: Commercial General Liability, Workers’ Compensation Insurance, Commercial Automobile Liability Insurance; Employer’s Liability (Stop Gap) Insurance; Professional Liability (Errors & Omissions) Insurance; Cyber Liability Coverage; and a Financial Institution Bond (FI Bond). Where it may be provided, the insurance coverage will be extended to cover the Board and the State as named “Additional Insureds”.

C. Recordkeeping (Program Administrator)

1. The Contractor will provide a best-in-class IRA platform and IRA custodial services that incorporate all necessary components to accommodate an IRA payroll deduction plan for retirement. This platform should include, but is not limited to, contributions, distributions, earnings, and beneficiary information. The platform must ensure the confidentiality of personal information, including identification numbers or account codes in accordance with industry best practices and all applicable federal and State laws and regulations. The platform shall be optimized for use on mobile devices, ADA-compliant, and available 24/7 with exceptions for pre-planned, pre-noticed maintenance downtime.

2. The Contractor will provide custodial, fund administration and fund accounting services necessary to support the Trust, including, but not limited to custody, segregation of funds, cash management, banking services, and purchase and sale of underlying investments.

3. The Contractor must perform KYC and Office of Foreign Assets Control screening of each participating employee. This screening shall occur during enrollment and on an ongoing basis as required. The Contractor shall consistently review internal risk management guidelines to ensure the maximum number of potential savers are deemed eligible to participate in the Program to the extent permitted by applicable law.

4. The Contractor shall provide all necessary IRA administrative and recordkeeping services, including, but not limited to:

a. Facilitate enrollment for employees through a website that is mobile-compatible, and through a central mailing location that can receive express deliveries and deliveries by normal U.S. postal services;

b. Maintain contact information for participants, beneficiaries and authorized third parties, as applicable;

c. Provide separate accounting for each participant including contributions, investment changes and distribution history, on a daily basis;

d. Monitor limitations on IRA contributions and notify participants of excess contributions prior to tax filing deadlines;

e. Generate and distribute IRA confirmation statements, quarterly account statements, and annual statements in accordance with applicable State and Federal laws. Participants can elect to receive statements electronically or via US postal mail. The IRA quarterly and annual account statements should include contributions, distributions and earnings. All statements should display information specific to the participant’s account;

f. Generate and distribute IRS Forms (e.g., 1099-R and 5498);

g. Process IRA rollovers to/from authorized plan types and investment vehicles;

h. Securely accept contributions into and process distributions from the Program via ACH, payroll direct deposit and physical checks via the U.S. postal service;

i. Process requests for Program literature and forms and any other reasonably-related administrative services necessary to operate the Program;

j. Administer the Board-approved default provisions of the Program, including the application of any Board-determined default settings for participants who do not make affirmative elections; and

k. At the direction of the Board, work to implement a decumulation strategy for participants interested in a lifetime income if that option is not otherwise available through the Investment Manager.

5. The Contractor will maintain industry best-practice quality control procedures to minimize errors during enrollment, contribution remittance, data transfers, and reporting, and take all actions necessary to ensure the confidentiality and privacy of information and data for all employers, employees, participants, and beneficiaries, as applicable.

6. The Contractor shall facilitate contributions to both Roth IRAs and Traditional IRAs.

7. The Contractor shall take all appropriate and necessary actions to ensure the Program is positioned to receive the Saver’s Match, and any other similar initiatives, as applicable, ensuring participants can qualify for federal matching contributions.

8. The Contractor will develop and maintain a web-based employer platform that will serve as the employer’s primary source of information and assistance in fulfilling their Program responsibilities. The platform must allow for manual facilitation of the Program with no out-of-pocket fees for employers. The platform must include necessary transactional capabilities and pertinent instructions for the employer. The self-service employer platform should allow the employer to:

a. Register for the Program

b. Certify exemptions from the Program

c. Create and manage their roster of employed individuals

d. Manage the submission, correction and funding of all periodic payroll contributions for employees

e. Provide access to employer delegates as needed

f. Securely upload forms and documents

g. Facilitate the Program indefinitely with no out-of-pocket fee to the employer

9. The Contractor will develop and maintain a web-based employee platform that will provide employees the option to opt out of the Program and give participants and any authorized agents the ability to perform the following:

a. Access, view and edit account information, such as changing contribution amounts and investment choices

b. Conduct transactions and view transaction history

c. Designate beneficiaries and authorized agents

d. Securely upload forms and documents

10. The employer platform should include alerts and notifications to support the employer as well as Program-related information including Program forms and reminders to maintain accurate employee rosters.

11. The employer platform will provide access to payroll integration options to the widest possible range of commonly used payroll providers, including existing ones, for employers to automate and simplify their required compliance actions.

12. The Contractor will administer and operate a public-facing website at wasaves.com. The Contractor will make updates and changes to website design and content on a timely basis as requested by Washington Saves. The website must be optimized for mobile devices and will perform the following:

a. Provides account access to participants and allows for self-service account maintenance. This website should utilize state-of-the-art security and password protocols.

b. Describes the Program, clearly explains the benefits of retirement saving to both employers and employees, and provides information on IRA accounts (including tax implications). The public website also should include retirement savings education and modelling tools.

c. Displays short- and long-form video content, including but not limited to training videos, educational content, recorded webinars, promotional material, and social media feeds.

13. The Contractor shall support any security review and identity and access management requirements determined applicable by Washington Saves, DFI, or WaTech based on the final solution architecture, including integration with the State’s enterprise identity services if required. The Contractor shall notify Washington Saves in advance of any material change to the solution architecture, hosting environment, data flows, authentication model, or system integrations.

14. During implementation, the Contractor shall test the configured Washington Saves solution for conformance with the accessibility requirements of the Agreement. The solution must meet WCAG 2.2 Level AA, at minimum, prior to production deployment. Before production deployment, the Contractor shall provide:

a. a current Accessibility Conformance Report prepared using the applicable Voluntary Product Accessibility Template for each proposed product or solution, matched to the version and configuration implemented for Washington Saves;

b. a summary of the Contractor’s accessibility testing methodology and quality assurance process;

c. a description of the Contractor’s accessibility remediation process, including typical response and resolution timeframes; and

d. the Contractor shall remediate identified accessibility deficiencies within timeframes approved by Washington Saves and shall provide updated accessibility conformance documentation following material changes to the solution.

15. The Contractor must comply with the unclaimed property laws and any other laws regarding abandoned property as applied to IRA accounts.

D. Customer Service (Program Administrator)

1. Contractor must provide all call center and customer service support for employers, employees, participants, beneficiaries, and authorized third- parties to ensure effective operation of Washington Saves. All telephone calls must be recorded for training and quality control purposes.

2. Call center and customer service operations providing support for the Program must be based in the United States.

3. The Contractor must provide live customer service representatives from, at a minimum, 8:00 a.m. to 7:00 p.m. PT, Monday through Friday, except holidays. A reasonable number of these customer service representatives must be multi-lingual. The Contractor shall provide access to representatives for non-English-speaking callers in accordance with State language access laws.

4. Call center will offer live support by customer service representatives during call center hours and provide a voice response unit and online servicing access during hours that the call center is not staffed. Call center must adhere to service level standards as agreed upon by Washington Saves and Contractor.

5. The Contractor’s customer service representatives must be knowledgeable about Washington Saves and trained to ensure necessary consumer protections. Training shall ensure staff have up-to-date knowledge of Program policies and procedures.

6. The Contractor must provide a quarterly report outlining customer service inquiries and results, the number and types of complaints and the manner in which they were resolved, average call time, number of call backs requested and completed, and such other information that Washington Saves requests, including prior year comparisons on requested information. The Contractor shall perform post-service satisfaction surveys and report results quarterly to Washington Saves.

E. Marketing and Communications (Program Administrator)

1. The Contractor will present an annual marketing plan to Washington Saves for review and approval. The marketing plan should include all strategies and mechanisms anticipated to reach the broadest audience of eligible employers and employees in Washington. The annual marketing plan will be based upon the Contractor’s annual marketing commitment to be used for marketing and promotional expenditures, excluding overhead charges, staff time, required administrative communications, and legal or compliance notices. All marketing plans will be subject to Washington Saves’ approval. The Contractor shall provide regular updates on marketing efforts, expenditures, and effectiveness, including SEO and site analytics.

2. The Contractor must develop and refine Washington Saves marketing and communications materials that provide retirement savings education, investor education and Program awareness across Washington, including materials in foreign languages in accordance with any applicable State law. The materials and messaging will be culturally appropriate for the Program’s audiences. The Contractor will support Washington Saves’ efforts to reach all possible eligible employers and their employees. Contact information for employers will be provided to the Contractor from State sources.

3. The Contractor shall provide all necessary marketing services including, but not limited to, the following:

a. Create and produce educational materials for employers in multiple mediums;

b. Create and produce educational materials, including financial literacy materials, for employees in multiple mediums;

c. Develop and maintain a Program website for the general public;

d. Provide a communications plan for employers and employees including social media posts, emails, and direct mail to promote Program awareness and to communicate compliance requirements; and

e. Develop and/or support the delivery of marketing, advertising, or other campaigns to promote the Program.

4. The Contractor will provide regularly scheduled reports on marketing expenditures and will be expected to provide an analysis of the effectiveness of its marketing strategies. Washington Saves may establish marketing performance standards to evaluate the Contractor’s efforts, such as reaching specific percentages of eligible participants.

5. The Contractor will work with any additional marketing firms Washington Saves retains to support brand, public relations, or other marketing services.

6. The Contractor will provide financial education and literacy materials for participants, including video and printable content.

7. The Contractor will develop and provide communications to noncompliant employers, including the following:

a. Noticing of Employers of Pre-Deadline Compliance Requirements –

i. Contractor shall mail notices to employers in advance of their compliance deadline, on a cadence agreed upon with Washington Saves. The notices shall inform employers of their obligations under the Washington Saves’ mandate and provide clear and simple instructions to achieve compliance.

ii. At minimum, three pre-deadline mailings will be sent out approximately 100, 45, and 30 days in advance of the deadline, to addresses provided by Washington Saves to the Contractor.

iii. Contractor agrees to consult with Washington Saves to conduct additional pre-deadline mailings upon mutual agreement.

iv. Contractor may use email as a supplemental form of pre-deadline noticing, but these emails shall be in addition to mailed envelopes with paper notices, not in lieu of.

b. Noticing for Post-Deadline Employers –

i. Contractor shall send mailings of post-deadline notices to employers who did not take a qualifying compliance action, as determined by Washington Saves.

ii. The mailings will consist of letters that inform employers that they have missed their compliance deadline and will be referred to the Washington State Department of Labor and Industries (L&I) for penalty collection unless the employer comes into full compliance with the Washington Saves mandate.

iii. Contractor shall mail post-deadline notices as directed by Washington Saves in a cadence determined by the Board.

iv. Contractor may use email as a supplemental form of due process notification, but these emails shall be in addition to mailed envelopes with paper notices, not in lieu of.

v. Contractor should include employer-specific QR codes, bar-codes, or other recognizable identifiers that can be easily extracted and matched to the employer, by both human and electronic processes, to quickly identify incorrect addresses and update the appropriate database(s).

vi. Contractor shall conduct due process noticing either in batches or on a continuous basis, as directed by Washington Saves, as permitted by the technological and logistical limits of the Contractor and Washington Saves.

F. Investment Management / Advisory (Investment Manager)

1. Manage Investment Options as a fiduciary for the Board and for Program participants in accordance with the investment objectives and governing documents established by the Board, as applicable and in accordance with all applicable federal securities laws and regulations.

2. Provide the following investment design and investment option services:

a. Provide IRA-compliant investment options designed to support the goals of the Program and the needs of a broad participant population with varying risk tolerances, investment horizons, and contribution levels. Washington Saves is currently evaluating an investment lineup generally consistent with state-facilitated Auto-IRA programs currently in operation, which include:

i. A capital preservation fund or liquidity option for initial/default contributions;

ii. Target date retirement funds;

iii. A limited menu of core investment options (e.g. equity and fixed income options); and

iv. Other optional investment offerings that may support participant choice and alignment with participant values (e.g. ESG and other values-based investment options)

b. Ensure that each proposed investment option may, at the direction of the Board, be removed or replaced with an alternative investment option. The Board may consider recommendations for additional investment options at a future time.

c. In order to achieve the lowest possible expense ratios, utilize institutional share classes, separately managed accounts, collective investment trusts, exchange-traded funds and/or commingled funds, as permitted by applicable federal laws and regulations.

3. Provide updates on and performance reports to Washington Saves and the Board upon request. Materials are to be delivered in an ADA compliant format.

4. Provide certified Spanish-language disclosures of all investment-specific print and electronic materials available to participants in the Program.

5. Provide the Board with information on emerging trends, financial services products, and Federal rules and regulations related to investment products that may be of benefit to the participants of the Program.

6. Cooperate and communicate with the Board, Washington Saves, and the Board’s Investment Consultant in all evaluations of the investment options and periodic audits.