REQUEST FOR PROPOSALS

A. Introduction The State Accident Insurance Fund Corporation (SAIF) invites proposals from qualified vendors to provide HVAC maintenance and on-call services at SAIF’s High

Street and Parkway buildings located in Salem, Oregon, as specified in this Request for

Proposals (RFP).

SAIF is an independent public corporation created by the Oregon Legislature, with headquarters located at 400 High Street SE, in Salem, Oregon. SAIF is the market leader in the provision of workers’ compensation insurance for Oregon employers, insuring more than

600,000 workers through policies with over 54,000 employers. SAIF also has regional offices in Bend, Eugene, Medford, North Bend, and Portland. As of February 28, 2023, SAIF employed 1,143 persons. Respondents will find additional background information at http://www.saif.com.

B. Scope of Work The proposer must be authorized by the manufacturer to perform warranty repairs and prepared to provide the manufacturer’s recommended maintenance services to SAIF on the following equipment:

1. High Street Building Equipment:

(1) Smardt Chiller

(2) RBI Boilers

(2) Dedicated Outside Air Systems

(2) York Condensing Units

(4) Elec/Tele Condensing Units

(22) Elec/Tele FCU’s

(1) Stand by Condensing Unit

(2) Stand by FCU’s

(1) Plate & Frame Heat Exchanger

(1) Cooling Tower

(9) Pumps (CHWP, CWP, HWP, RFP)

(1) Side Stream Separator

(1) Café Make-up Air Unit

(1) MSA Chillgardmodel# A-RT-D411SF40D00 Refrigerant Detection System for R-134A

2. Parkway Building Equipment:

Aerco, Benchmark 2.0 serial # G-16-1833 & G-16-1898

Evapco Cooling Tower, Model #-ESWA-153-23H, Serial #-14-714650

Air Handler Units http://www.saif.com/

C. RFP Dates and Deadlines SAIF has established the following dates and deadlines for this RFP. Dates marked with an asterisk (*) are tentative.

RFP issue date April 11, 2025

Deadline for proposer questions April 25, 2025, 3:00 PM (PT)

Responses to proposer questions published May 2, 2025

Proposals due May 13, 2025, 3:00 PM (PT)

Proposer interviews (if required) May 22-May 29, 2025*

Contract award June 2, 2025*

Beginning of services July 1, 2025

D. RFP Terms

1. SAIF is issuing this RFP for the purpose of obtaining proposals for the provision of

HVAC maintenance and on-call services. SAIF expects to enter into a single contract with one vendor, using the form of vendor services contract attached as Attachment A, including a statement of work in the form attached as Attachment B. However, SAIF does not guarantee the award of any contract as a result of this RFP.

2. At SAIF’s discretion, any representation made by a proposer in response to this RFP, whether verbal or written, will be incorporated into any contract between SAIF and the proposer.

3. This RFP provides instructions for the preparation of a proposal that will address all

RFP requirements. This RFP is not an offer to contract. Only the execution of a written contract will obligate SAIF, in accordance with the terms contained in the contract.

4. SAIF will screen all proposals to ensure compliance with RFP specifications. Those proposals that do not meet minimum requirements will be classified as “nonresponsive.”

SAIF will disqualify all nonresponsive proposals from further evaluation. Responsive proposals will be evaluated based on the criteria in section G, Selection Criteria.

5. SAIF will not pay any costs a proposer incurs in preparing and submitting its proposal or in negotiating and signing a contract, all of which will be the sole responsibility of the proposer. Any due diligence conducted by a proposer is at the proposer’s expense. All proposals become the property of SAIF upon delivery to SAIF.

6. SAIF reserves the right:

a. To amend this RFP in any manner prior to award of a contract (SAIF will notify all responsive proposers if SAIF amends the RFP);

b. To excuse any proposer from any RFP requirement if SAIF deems it to be in

SAIF’s interest to do so;

c. To cancel the RFP without liability to SAIF any time prior to executing a contract if SAIF determines, in its sole discretion, it is in SAIF’s interest to do so;

d. To share the RFP and any proposals SAIF receives with any third party of SAIF’s choosing, in order to secure expert opinion; and

e. To accept or reject any proposal even if all requirements have been met.

E. Proposal Requirements

1. Proposals must be in writing and signed by an authorized representative of the proposer. Proposals should be submitted in the supplier response record by clicking this link and entering your username and password. Click on "View My Responses", then the “ID”, and then click "I am Interested" blue button. You may then upload your proposal in the

"Supplier Attachments" section. Click "Submit" blue button when you are ready to submit your proposal. If you have questions about accessing the sourcing event record, please contact procurement@saif.com. Proposals must be in a commonly used file format, such as

Adobe® Portable Document Format (.pdf) or a Microsoft Office-type program.

Proposals must be submitted not later than May 13, 2025, 3:00 PM (PT).

2. Proposals must conform to all requirements of the RFP. All necessary attachments must be submitted with the proposal and in the required format. Failure to comply with all requirements may result in proposal rejection.

3. Proposals should provide a straightforward, concise description of the proposer's ability to satisfy the requirements of the RFP. Emphasis should be on completeness, organization, and clarity of content. Information should be presented sequentially in the same order as the proposal content listed below in Section F.

4. Proposals should be typed using an easily readable font size and an 8.5” x 11” document format is preferred, including pictures, charts, graphs, tables, and text the proposer deems appropriate for review of the firm’s response. There is no page limit.

7. SAIF is subject to Oregon’s public records laws. Subject to statutory exemptions from disclosure, which may or may not apply to all or a portion of a proposal, once the

RFP process has been completed proposals will be subject to disclosure if SAIF receives a request to do so. If the proposer believes any part of its proposal constitutes material that is exempt from disclosure, the proposer must clearly identify this material when submitting the proposal, and the statutory basis for the exemption. Proposers may not identify the entirety of a proposal as exempt from disclosure.

https://saif.agiloft.com/logins/saif-login.htm mailto:procurement@saif.com

5. Proposals must address all of the requirements of this RFP or, if the proposer cannot satisfy a particular requirement, the proposal must clearly identify any requirements that cannot be satisfied and explain why the requirement cannot be satisfied.

6. Proposers may add content in areas where the proposer feels it can offer value to

SAIF in an area that is not specifically requested.

7. A proposer may submit more than one proposal. However, if a subsequently submitted proposal is intended to replace an earlier proposal, the proposer must clearly indicate this intention when submitting the subsequent proposal. In the absence of such an indication, SAIF may elect to accept any single proposal submitted by a proposer, or reject all proposals submitted by the proposer.

8. If the proposer intends to subcontract any of the work proposed the proposer must identify the subcontractor by name, and describe the precise portion of the work that the proposer proposes to subcontract. If any subcontractor is certified by Oregon as a

Disadvantaged Business Enterprise, Minority Business, Women Business, Emerging Small

Business, or Service Disabled Veteran-owned business, the proposer must also complete a

“Subcontractor Data Collection” form (available from SAIF upon request).

9. Each proposal must be signed by the proposer (if the proposer is an individual) or by an authorized representative of the proposer (if the proposer is a business entity), and must include a copy of a signed original of Attachment D, in which the proposer certifies that it meets all minimum requirements of section B of this RFP, the proposer has not colluded with any other proposer in the preparation of its proposal, and the proposer agrees to be bound by the terms and pricing of its proposal, including all attachments.

10. Proposers must submit any questions regarding this RFP in the supplier response record by clicking this link and entering your username and password. Click on "View My

Responses", then the “ID”. You may then enter your questions in the “Ask a Question” box and click the “Submit Question” blue button. All questions must be received not later than

April 25, 2025, 3:00 PM (PT), in order to be considered. Answers to all questions received will be published to all proposers by May 2, 2025. If you have questions about accessing the supplier response record, please contact procurement@saif.com.

F. Proposal Contents

1. Proposals must include the following information:

a. The proposer’s complete name, mailing address, physical address, e-mail address, voice telephone, and fax numbers;

b. A description of the ownership structure of the proposer, giving specific details with regard to any parent or affiliates;

c. A work plan detailing how the project objectives will be accomplished and an annual schedule that details the preventative maintenance and tasks to be completed during each visit;

d. A description of other similar work performed within the past two years by the proposer;

https://saif.agiloft.com/logins/saif-login.htm mailto:procurement@saif.com

e. Examples of similar work performed on commercial offices buildings with equipment equivalent to that noted in this RFP;

f. Names and email addresses of individuals in two to four companies whom SAIF can contact to discuss the proposer’s qualifications;

g. A firm quotation of the total costs proposed to be charged, itemized by building, and hourly labor rates for on-call services, emergency and non-emergency service requests, including any additional fees/charges, anticipated travel expenses, and any proposed price increases over a three-year contract term;

h. Hourly labor rates for all trade technicians for on-call services; and

i. An estimated time frame for completing each phase of the work described in Part

B above and response times for emergency and non-emergency service requests.

2. Proposals must also address fully each of the following requirements:

a. The names, titles, and qualifications of the specific individuals (key persons) proposer intends to assign to the work, together with the roles each will play and their qualifications to do the work; and

b. A description of other similar work performed within the past two years by the key persons.

G. Selection Criteria

1. SAIF will evaluate proposals based on the following criteria (ranked in no particular order):

a. Proposed cost of services;

b. customer service and responsiveness;

c. qualifications of key persons;

d. years in business (preference will be given to proposers with 10 or more years in business);

d. thoroughness of proposal;

e. proposed contract terms; and

f. references.

2. SAIF may conduct interviews with one or more proposer prior to making a final selection. SAIF anticipates awarding a contract on or about June 2, 2025. However, SAIF is not required to interview proposers or to award any contract pursuant to this RFP.

H. Participation by Minority, Women and Emerging Small Business (“MWESB”) and

Service Disabled Veteran-Certified Businesses

1. Minority-owned and women-owned businesses continue to be a dynamic and fast-growing sector of the Oregon economy. Oregon is committed to creating an environment that supports the ingenuity and industriousness of Oregon’s Minority Business Enterprise

[MBE] and Women Business Enterprise [WBE]. Emerging Small Business [ESB] firms are also an important sector of the state’s economy.

2. Oregon MWESB-certified and Service Disabled Veteran-certified firms, as defined in

Oregon Revised Statutes (ORS) 200.055, have an equal opportunity to participate in the performance of contracts financed in whole or in part with state funds. By submitting its proposal, the proposer certifies that, if opportunities arise for subcontractors to perform a portion of the Services, the proposer will take reasonable steps to ensure that certified firms are provided an equal opportunity to compete for and participate in the performance of such work. Proposer further certifies and agrees that it has not and will not discriminate in its employment practices with regard to race, creed, age, religious affiliation, sex, disability, sexual orientation or national origin, and it has not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority-owned, woman-owned, or emerging small business enterprise certified under ORS 200.055.

3. If the proposer has been certified by Oregon’s Certification Office for Business

Inclusion and Diversity (COBID) as a Disadvantaged Business Enterprise, Minority Business, Women Business, Emerging Small Business, or Service Disabled Veteran business, the proposer is encouraged to call this to SAIF’s attention, and to provide the certification number.

I. RFP Attachments

1. Attachment A to this RFP is the form of contract that will be used for any contract issued pursuant to this RFP. Proposers may submit an alternate form of contract, but in the absence of negotiations between the parties SAIF is not obligated to accept any contractual term proposed by any proposer. Proposers are encouraged to identify any term in SAIF’s proposed contract to which proposer objects, and to propose alternative language. The final contract will include the statement of work (Attachment B) and insurance coverage requirements (Attachment C), as Exhibits A and B, respectively.

2. Attachment B to this RFP is a placeholder for the statement of work for the contract, which will be negotiated between the parties based on the successful proposer’s response to the requirements of the RFP. The final statement of work will include billing procedures, reporting requirements, and general performance requirements, and will be incorporated in and constitute Exhibit A of the contract

3. Attachment C to this RFP lists the minimum insurance coverage that will be required of the contractor awarded a contract in response to this RFP. Attachment C will be incorporated in and will constitute Exhibit B of the contract.

4. Attachment D to this RFP is a statement that must be signed by the proposer and submitted with the proposal, certifying to the accuracy of all statements made in the proposal and certifying that the proposer meets all minimum qualifications stated in section

B of this RFP and is prepared to enter into a contract on the terms contained in Attachments

A, B, and C. Electronically scanned signatures, e-signatures (such as DocuSign), and similar methods of signing Attachment D are acceptable

5. Attachment E to this RFP is SAIF’s Health and Safety Protocol and will be incorporated in and constitute Exhibit C of the contract.

A complete proposal will include the following materials:

✓ A narrative responding to all requirements listed in section F;

✓ A copy of a signed and dated Attachment D; and

✓ A statement that the proposer accepts the contract terms in Attachment A or, in lieu of such a statement, a brief explanation of terms to which the proposer objects or a copy of proposer’s proposed form of contract.

(End of RFP – Attachments follow.)

Attachment A

SAIF Corporation

Vendor Services Contract

This contract is between the State Accident Insurance Fund Corporation, an Oregon independent public corporation dba SAIF Corporation (“SAIF”), and <<contractor name>> (“Contractor”).

The parties agree as follows:

1. Statement of Work Contractor shall provide the services described in the Statement of

Work attached as Exhibit A (the “Services”).

2. Consideration

2.1 As payment in full for the Services and subject to the terms of this contract, SAIF shall pay Contractor as set forth in Exhibit A. SAIF shall reimburse Contractor for expenses only to the extent provided in Exhibit A.

2.2 SAIF is not required to pay Contractor for any Services unless the Services are complete, conform to the specifications in the Statement of Work, and conform to the terms of this contract.

2.3 The maximum, not-to-exceed amount payable to Contractor under this contract is $

<<Maximum Payment>>. Contractor shall not submit invoices for, and SAIF is not required to pay, any amount in excess of that amount, unless the contract is amended to permit additional compensation. If the maximum amount is increased by amendment of this contract, the amendment must be signed by both parties before Contractor performs any

Services subject to the amendment.

3. Term This contract is effective when it has been signed by both parties and expires on

<<Contract End Date>>, unless extended under section 17 or terminated under sections

12, 15, or 27.

4. Confidentiality

4.1 Contractor shall protect Confidential Information from unauthorized disclosure and use. “Confidential Information” means any information about an injured worker, a SAIF-insured employer, a SAIF employee, SAIF’s information and security systems, SAIF business records, attorney-client privileged communications, or personal information of any kind obtained by Contractor or its employees or agents in the performance of this contract.

Contractor shall not use Confidential Information for purposes other than those directly related to the purposes of this contract. Contractor shall not disclose Confidential

Information to third parties without SAIF's prior written consent. Contractor may disclose

Confidential Information to Contractor’s employees or consultants only as permitted by this contract, only on a “need-to-know” basis, and only after the employee or consultant has agreed to be bound by all of the terms of this contract related to the nondisclosure of information. Such disclosure right does not constitute a grant of ownership or license rights in any Confidential Information.

4.2 Other than information about injured workers, Confidential Information does not include information that (a) becomes generally available to the public other than as a result of a disclosure by Contractor or any of its employees or agents; or (b) was in Contractor’s possession before it was disclosed by SAIF; or (c) was independently developed by

Contractor without the use of SAIF’s Confidential Information.

4.3 Contractor acknowledges that the disclosure by Contractor of any Confidential

Information will give rise immediately to continuing irreparable injury to SAIF and others that is inadequately compensable in damages at law. Accordingly, and without prejudice to any other remedy available to SAIF, SAIF may seek injunctive relief related to Contractor’s disclosure or potential disclosure of Confidential Information.

4.4 Contractor’s obligations with respect to confidentiality survive termination of the contract.

5. Independent Contractor/Responsibility for Taxes and Withholding

5.1 Contractor shall perform all Services as an independent contractor. Contractor has no authority to incur or create any obligation for or to legally bind SAIF in any way. SAIF may (a) determine and modify the delivery schedule for the Services and (b) evaluate the quality of the completed performance; however, SAIF shall not control the means or manner of

Contractor's performance. Contractor shall determine the appropriate means and manner of performing the Services.

5.2 Nothing in this contract is intended to make Contractor an “officer,” “employee,” or

“agent” of SAIF, as those terms are used in Oregon Revised Statutes (ORS) 30.265.

5.3 Contractor shall pay all taxes applicable to payments made to Contractor under this contract, and unless Contractor is subject to backup withholding, SAIF is not required to, and will not, withhold any amounts from those payments to cover Contractor's tax obligations.

Contractor is not eligible for any social security, unemployment insurance, or workers' compensation benefits from payments made to Contractor under this contract, except as a self-employed individual.

6. Representations and Warranties Contractor represents and warrants to SAIF that:

6.1 Contractor will perform the Services in a timely and workmanlike manner using qualified personnel acting in accordance with applicable professional standards.

6.2 All Services conform to the specifications, capabilities, characteristics, functions, and performance standards in the Statement of Work, are free from error or defect that materially impairs use, and are free from defects in materials, workmanship, and design

(except to the extent that the design is dictated by SAIF).

6.3 Contractor is not in violation of, charged with, or to the best of Contractor’s knowledge, under any investigation with respect to violation of any law, ordinance, regulation, or any other requirement or order of any governmental or regulatory body, court, or arbitrator applicable to delivery of the Services, and Contractor’s delivery of the

Services will not violate any such law, ordinance, regulation, requirement, or order.

6.4 Contractor is qualified to do business in the State of Oregon and has the authority to enter into this contract. Contractor possesses all required professional licenses to perform its obligations under this contract, and failure to maintain any such licenses shall constitute a material breach. This contract constitutes a valid and binding obligation of Contractor, enforceable in accordance with its terms.

6.5 If Contractor is currently employed by the State of Oregon or the federal government, Contractor’s performance under this contract creates no potential or actual conflict of interest as defined by ORS Chapter 244 and no rules or regulations of

Contractor’s employing agency (state or federal) prohibit Contractor’s activities under this contract.

6.6 Contractor has no interest, and will not acquire any interest, direct or indirect, that would conflict with its obligation to perform under this contract.

7. Subcontracts/Assignment/Successors in Interest

7.1 Contractor shall not assign or transfer any rights in this contract, or delegate any duties, without first obtaining SAIF's prior written consent, which consent may not be withheld unreasonably. Upon written notice to SAIF, however, Contractor may assign its rights in this contract and delegate its duties under it to a successor to Contractor’s business by (a) merger, (b) a sale of all or substantially all of Contractor’s assets relating to this contract, or (c) a sale of a controlling interest of Contractor’s capital stock, as long as

Contractor’s successor agrees in writing to assume Contractor’s duties under this contract.

7.2 Contractor shall not enter into any subcontracts for delivery of any of the Services without SAIF’s prior written consent. SAIF’s consent to any subcontract does not relieve

Contractor of any of its duties under this contract.

7.3 This contract is binding upon and inures to the benefit of each of the parties, and except as otherwise provided in the contract, their permitted legal successors and assigns.

8. Access to Records

8.1 Contractor shall maintain all financial records relating to the subject matter of this contract in accordance with generally accepted accounting principles ("GAAP"). In addition, Contractor shall maintain any other records, books, documents, papers, plans, or writings pertinent to this contract in such a manner as to document clearly Contractor's performance of its duties under this contract. Contractor shall retain and keep accessible all such financial records, books, documents, papers, plans, and writings for a minimum of six years, or such longer period as may be required under applicable law, following final payment and termination of this contract, or until the conclusion of any audit, controversy, or litigation arising out of or related to this contract, whichever date is later.

8.2 Contractor shall permit SAIF, the Oregon Secretary of State's Office, the federal government, and their duly authorized representatives access to, and allow them to make excerpts and transcripts of, Contractor’s financial records, books, documents, papers, plans, and writings for the purpose of auditing Contractor’s performance of its duties under this

8.3 The Oregon Secretary of State is an intended beneficiary of this section 8.

9. Indemnification

9.1 Contractor shall indemnify and hold SAIF, the State of Oregon, and their officers, employees, and agents harmless against all claims, suits, actions, losses, damages, liabilities, costs, and expenses, including attorney fees, resulting from, arising out of, or relating to the acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this contract. The State of Oregon and its agencies are intended beneficiaries of this obligation to indemnify.

9.2 SAIF shall provide prompt written notice to Contractor of any claim for which indemnification is expected.

9.3 Contractor’s obligation to indemnify under this section 9 survives termination of the

10. Reserved

11. Insurance Contractor shall obtain and maintain for the duration of this contract including any extensions, and for any period of Contractor liability continuing after termination of the contract, all of the insurance set forth in the attached Exhibit B from an insurance company authorized to do business in the State of Oregon. SAIF must be named as an additional insured on all commercial general liability and automobile liability policies required under this contract.

12. Termination

12.1 This contract may be terminated by mutual consent of both parties, or by either party upon 30 days' notice to the other party in writing and delivered as required under section 19.

12.2 Termination of this contract does not discharge either party from any obligations or liabilities already accrued prior to termination.

13. Controlling Law/Venue This contract is to be construed according to the laws of the

State of Oregon without regard to principles of conflicts of law, and applicable federal law.

Any action or suit brought by the parties relating to this contract must be brought and conducted exclusively in the Circuit Court of the State of Oregon for Marion County in

Salem, Oregon, or if a claim must be brought in a federal forum, in the United States

District Court for the District of Oregon. Contractor hereby consents to the personal jurisdiction of those courts, waives any objection to venue in those courts, and waives any claim that either forum is an inconvenient forum.

14. Force Majeure Neither party is responsible for delay or default caused by fire, riot, acts of God, war, terrorism, or other similar events beyond a party's reasonable control.

15. Severability If any term of this contract is determined, to any extent, to be invalid or unenforceable, the parties intend that the remainder of this contract not be affected, and each remaining term of this contract be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable term is to be replaced by a mutually acceptable term that comes closest to the intention of the parties underlying the invalid or unenforceable term. If deletion or replacement of the invalid or unenforceable term materially changes this contract or causes completion of either party’s obligations to be unreasonable, either party may terminate this contract without further obligation or liability upon written notice to the other party.

16. Waiver The failure of either party to enforce any term of this contract does not constitute a waiver by that party of that or any other term.

17. Amendment This contract may not be supplemented, extended, or amended, in any manner whatsoever, except by written instrument signed by the parties.

18. No Third-Party Beneficiaries SAIF and Contractor are the only parties to this contract and the only persons who may enforce this contract. Nothing in this contract gives or is intended to give any benefit or right to third persons unless those persons are individually identified by name and expressly described as intended beneficiaries of this contract. Except as otherwise stated in this contract, the State of Oregon and its agencies are not intended beneficiaries of this contract.

19. Notices Except as otherwise expressly provided in this contract, any notices to be given under this contract must be given in writing by personal delivery, e-mail, or United

States Postal Service, postage prepaid, to Contractor or SAIF at the addresses set forth below, or to such other addresses as either party may later indicate pursuant to this section. Any notice given by personal delivery is deemed to be given immediately upon delivery, provided delivery is made to the authorized representative indicated below. Any notice given by e-mail is deemed to be given on the day that the e-mail is sent so long as the sender does not receive an “undelivered” or “undeliverable” message. Any notice transmitted by e-mail also must be sent via United States Postal Service, but delivery is still deemed to be given on the date that the e-mail is sent. Any notice sent by United States

Postal Service only is deemed to be given five days after mailing.

If to SAIF: If to Contractor:

SAIF Corporation

Attention: Attention:

400 High Street SE

Salem, OR 97312 , Phone: 503. Phone:

Email: ______@saif.com Email:

20. Certification of Tax Compliance By signing this contract for Contractor, the undersigned hereby certifies under penalty of perjury that the undersigned is authorized to act on behalf of Contractor and that, to the best of the undersigned's knowledge, Contractor is not in violation of any Oregon Tax Laws. For purposes of this certification, "Oregon Tax

Laws" means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and

ORS chapters 118, 314, 316, 317, 318, 321, and 323, and local taxes administered by the

Department of Revenue under ORS 305.620.

21. Entire Agreement This contract constitutes the entire agreement between the parties with regard to its subject matter. There are no understandings, agreements, or representations, oral or written, by or between the parties relating to the subject matter of this contract that are not specified in this contract. Each party, by the signature below of its authorized representative, hereby acknowledges that it has read this contract, understands it, and agrees to be bound by its terms.

22. Third-Party Acceptable Use Agreement All employees and agents of vendor, contractor, and other third parties who will access SAIF’s information technology resources, data, electronic information, and equipment in the course of their delivery of services are required to sign SAIF’s Third Party Equipment and Technology Resources Acceptable Use

Agreement (agreement) prior to access or use. Access to SAIF’s technology resources, data, electronic information, and equipment will not be granted unless and until the agreement is duly signed and delivered to SAIF.

23. Advertising Contractor will not publish or use any advertising or promotion piece that mentions SAIF or infers a relationship between Contractor and SAIF without the prior written approval of SAIF.

24. Access If provided to Contractor by SAIF, Contractor’s employees and agents must use a SAIF-issued access card and swipe it each time the Contractor’s employees and agents enter SAIF buildings. Contractor’s employees and agents also must follow these procedures while on SAIF premises:

a. If the employee or agent has forgotten the employee’s or agent’s access card, the employee or agent must report to Reception to get a temporary access card after 8:00 a.m.

b. Contractor’s employees and agents must not ask a SAIF employee to let them in a SAIF building.

c. If Contractor’s employees or agents have lost their badge, such employees and agents must reach out to Contractor’s SAIF contact for a replacement.

d. Contractor’s employees and agents shall not prop secure doors open or allow others to follow them into any entrances without such others swiping their own access card to enter any of SAIF’s buildings.

e. If Contractor’s employees or agents see someone who does not have an access card gain access to a SAIF building, Contractor’s employees or agents must ask such person to show that person’s access card. If such person does not have an access card, Contractor’s employees or agents must escort such person to Reception or contact the SAIF representative to come do so.

f. When Contractor’s employees or agents enter or exit any SAIF building, the employees and agents must make sure the doors then shut completely.

g. Contractor’s employees and agents must only use the ADA operator when necessary, not as a tool of convenience.

h. Contractor’s employees and agents, while on SAIF premises, must wear a

SAIF-issued vendor-identification badge, or an item of clothing or apparel that clearly identifies the name of the Contractor’s business (e.g. hat, shirt, coat, or company uniform).

i. SAIF will assign an access card to each of Contractor’s employees or agents that are assigned to work in SAIF’s facilities. Contractor must notify SAIF of changes to its employees or agents that will work in SAIF’s facilities prior to the employee’s start and end dates and Contractor must communicate all physical security expectations to all employees.

j. Contractor must inform its agents and employees of the requirements of this section and ensure that such agents and employees comply.

25. Use of Artificial Intelligence Contractor warrants that Contractor will disclose to SAIF the details of any use of AI Technology with Confidential Information or other information related to SAIF. Contractor also warrants that Contractor will not use, and shall not permit any third party to use, any Confidential Information or other information related to SAIF in any AI Technology that will expose such information outside of Contractor’s organization.

Contractor also will not use Confidential Information or other information related to SAIF to train, validate, update, improve, or modify any of Contractor’s AI Technology for itself or for the benefit of any other person or entity. For purposes of this section, AI Technology means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large or small language or action models), generative pretrained transformers (e.g. chat bots), retrieval augmented generation, neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

26. Data Security Contractor shall follow current information security requirements and best practices for all electronic devices that access or store Confidential Information.

Examples of such practices include, but are not limited to:

• Keeping all devices current on security updates and patches

• Ensuring that all devices, including mobile devices, are password/PIN protected and automatically lock the device's screen after a period of inactivity

• Running up-to-date endpoint detection and response (anti-virus) software on computers

• Encrypting Confidential Information at rest and in transit

• Enforcing multi-factor authentication for access to all cloud-based services that contain, process, or store Confidential Information

Upon request from SAIF, Contractor shall provide documentation showing adherence to the security controls mentioned in this section.

27. Security Breach For purposes of this section a “security breach” includes, but is not limited to: (1) any event that materially compromises either the confidentiality, availability, or integrity of Confidential Information, or the physical, technical, administrative, or organizational safeguards that relate to the protection of the confidentiality, availability, or integrity of Confidential Information; or (2) the receipt of a complaint in relation to the privacy and data security practices of Contractor, or a breach or alleged breach of this section 27. Without limiting the foregoing, a material compromise shall include any unauthorized access to or disclosure, loss, alteration, access to, or acquisition of

Confidential Information.

If Contractor discovers a security breach involving Confidential Information or has reason to believe that a security breach has occurred, Contractor shall notify SAIF of the breach as soon as is practicable, but no later than 48 hours after discovering the breach, or having reason to believe a breach has occurred. In all other respects, Contractor shall comply with the security breach notice requirements and other obligations outlined in ORS 646A.604, including, but not limited to, timely notifying individuals whose information may have been compromised and notifying the Attorney General.

In the event of a security breach, Contractor shall be solely responsible for all costs and expenses associated with any notices required under this section and applicable law, including but not limited to the costs of communication, mailing, and technical support related to a security breach. Additionally, Contractor shall provide credit monitoring services for individuals affected by a security breach and shall be responsible for SAIF’s legal fees should the engagement of outside counsel become necessary.

Contractor’s failure to comply with any of the provisions of this section is a material breach of this contract. In such event, SAIF may terminate the contract effective immediately upon written notice to the Contractor without further liability or obligation to Contractor.

28. Health and Safety Protocol All employees and agents of vendor, contractor, and other third parties who will perform services at SAIF facilities are required to follow the protocol described in Exhibit C.

29. Attorney Fees In the event of any suit, action, arbitration, or other proceeding between the parties to interpret or enforce this contract, or that arises out of the terms, conditions, or obligations hereunder, the prevailing party shall be entitled to recover from the losing party the prevailing party’s reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs, and expenses actually incurred in connection therewith, including deposition and expert fees and costs, and all attorney, paralegal, and expert fees and costs incurred in any appellate or review proceeding.

(The remainder of this page is blank. Signature page follows.)

Each party is signing this contract on the date stated opposite each party’s signature, and this contract is effective as of the last date signed below.

Contractor:

(contractor name), a ____________________________

By: ___________________

Date

(name)

Title:

SAIF:

State Accident Insurance Fund Corporation, an Oregon independent public corporation dba SAIF Corporation

By: ___________________

Date

(name)

SAIF Facilities Director or SAIF VP of Corporate Services Review ________

SAIF Contract Review ________

Attachment B

Statement of Work

For HVAC Maintenance and On-Call Services Contract

(Note: This is a placeholder for the Statement of Work that will appear in Exhibit A of the contract.)

Part I. The Services.

(Insert: work to be done; schedule of work; criteria for acceptance by SAIF.)

The contents of this statement of work (“SOW”), inclusive of exhibits, constitutes the

“Services”. Contractor shall ensure its employees, agents, and representatives are familiar with the requirements contained herein.

Part II. Special Considerations.

General [on-site] Facilities Requirements.

As a workers’ compensation carrier, SAIF knows that accidents can happen. If an accident that results in the release and/or exposure of OPIM (defined as blood or “other potentially infectious materials”) occur, Contractor shall immediately notify SAIF’s Facilities Manager with details as to the location, date, and time of the release of OPIM, so that SAIF may take corrective actions to limit potential exposure to others. Contractor’s failure to report such incidents may be construed as a breach of contract. Contractor must ensure its staff is trained annually in the proper use of personal protective equipment, safe materials and handling.

Contractor shall schedule all Services in advance with SAIF’s Facilities Manager and shall check-in and out at each visit with a member of SAIF’s Facilities staff. Except as noted below, Contractor shall perform the Services during normal business hours of 7:00 a.m. to

5:30 p.m. pacific time, Monday through Friday. However, any work that in the opinion of

SAIF’s Facilities staff will disturb building users must be performed outside normal business hours and scheduled in advance with SAIF’s Facilities Manager.

Contractor shall protect surrounding structures and vehicles in work areas. Contractor is responsible for any damage to SAIF property or employees, or to the persons or property of any third-party caused by Contractor’s performance of the Services. Contractor shall remove and properly dispose of all trash and debris generated by Contractor’s performance of the Services.

Contractor shall minimize the operation of vehicles or gasoline-powered equipment (e.g., saws, mowers, blowers) adjacent to a large intake vent located on the east side of the

Parkway building next to the employee parking lot, and will not allow any such equipment to idle in this location in order to minimize the introduction of exhaust fumes into the building.

SAIF is a Tobacco-Free Workplace. SAIF campuses are entirely tobacco free, including all SAIF buildings, leased or owned, all parking garages and parking lots, and all areas where SAIF-sponsored off-site conferences and meetings are held. Contractor’s employees or agents may not use tobacco products or any form of smokeless devices while they are on

SAIF-owned or SAIF-controlled campuses. Examples of prohibited products implicated in this policy include, but are not limited to, cigarettes, cigars, pipes, e-cigarettes, vaporizers, and smokeless tobacco.

Contractor and Contractor’s employees shall not use SAIF’s telephones for personal use except in the event of an emergency.

Contractor shall contact SAIF’s Facilities Manager during regular business hours, or SAIF’s after-hours on-call provider at 800.346.4544 x54 for any issues that arise during the

Services, including, but not limited to, broken glass, an unlocked door, broken water pipes, or any other condition that would lead a reasonable person to believe such condition could be a hazard to human health or safety, or could be a sign of property, structural, or building damage.

Contractor shall supply Safety Data Sheets (“SDS”) to SAIF Facilities for all new or replacement materials Contractor proposes to use prior to using them. SAIF shall make available to Contractor all SDS for hazardous substances that SAIF has placed on or about the facilities in which Contractor may be working. SAIF’s SDS and hazardous communication policies and procedures are available in the Corporate Services Division and can be accessed by contacting 503.315.3102.

Contractor Background Check Obligations:

1) Contractor, at Contractor’s expense, must conduct a criminal background check for each of its Employees, as well as for the employees of its subcontractors or representatives, that fall within the criteria contained in this section (collectively "Contractor

Employees").

2) Contractor hereby represents and warrants that no Contractor Employee with any criminal conviction, as defined in subsection 3, below, will have direct contact with, or access to

a) SAIF employees;

b) Injured workers;

c) Any facility owned, operated, or otherwise controlled by SAIF;

d) Information related to injured workers, whether on-site or by remote access;

e) Information related to SAIF’s policyholder customers, whether on-site or by remote access; or

f) Employees or locations of any policyholder customers of SAIF.

3) The criminal background check process shall address, at a minimum, the following parameters for adult convictions and timeframes:

a) Convictions relating to fraud or theft in the last five years.

b) Major felony crimes against a person including, but not limited to, murder, attempted murder, manslaughter, vehicular homicide, rape, sexual assault, felony assault/battery, or felony abuse regardless of the amount of time that has elapsed since the conviction. SAIF reserves the right, in its sole discretion, to consider individual factors for convictions 15 years or older that are subject to this subsection

3.

4) The criminal background check must be conducted prior to initial access by Contractor

Employees. Contractor agrees to allow SAIF to audit Contractor’s criminal background check process to ensure compliance with this section. Additionally, all Contractor

Employees have the responsibility to self-disclose any of the criminal conviction types noted above that occur during this contract. Any such disclosures must occur within three business days of the conviction. Failure of the Contractor to comply with the terms of this section shall be a material breach of the contract, and may result in the immediate termination of this, or any other, contract with SAIF.

5) Nothing in this requirement shall be construed as any attempt to impose any requirement that violates any governmental law, rule, or regulation limiting the timing or nature of any such criminal background checks by potential applicants of Contractor

(generally referred to as “ban the box” restrictions). Contractor is solely responsible for performing any criminal background checks in accordance with all relevant laws, regulations, rules, and ordinances.

SAIF-Observed Holidays

Contractor is not required to perform any of Services on the following SAIF holidays:

New Year’s Day (January 1)

Martin Luther King Jr. Day (third Monday in January)

President’s Day (third Monday in February)

Memorial Day (last Monday in May)

Juneteenth (June 19)

Independence Day (July 4)

Labor Day (first Monday in September)

Veterans Day (November 11)

Thanksgiving Day (fourth Thursday in November)

Day after Thanksgiving Day (fourth Friday in November)

Christmas Eve (December 24)

Christmas Day (December 25)

If a holiday falls on a Saturday, the preceding Friday will be recognized as the holiday.

If a holiday falls on a Sunday, the following Monday will be observed as the holiday. In cases of inclement weather, Contractor shall call the number on the back of the access card to confirm whether SAIF’s office is open. Contractor does not need to perform Services if

SAIF’s office is closed.

Facilities Maintenance:

Provide a detailed service/repair report to SAIF upon each visit that will provide the following information:

1) Date, time, work performed and name of technician.

2) A list of any and all parts supplied and/or installed.

All necessary repairs must be first submitted in writing to SAIF for approval.

Key Persons:

Except in the event of death, disability, illness, military services, resignation, termination, or other circumstances outside of a party’s control, each party agrees that it shall not remove any person identified as a Key Personnel in the applicable SOW from the performance of the

Services prior to such person’s completion of his or her assignments as specified in such

SOW.

SAIF shall have the right to request in writing the removal of any of Contractor’s employees performing the Services on SAIF’s site for any reasonable cause, describing the basis of such request for removal. Upon receipt of such request, Contractor shall promptly remove such employee from the performance of the Services. Contractor will work with SAIF to find a suitable replacement and agrees that, for time and materials engagements, SAIF shall have the option, but no requirement, to review and interview any new or replacement Key

Personnel proposed by Contractor.

Part III. Payment Terms.

(Insert: payment schedule, payments for particular deliverables, hourly rates, applicable acceptance criteria, retention of payments, not to exceed amount, and any other payment terms.)

Contractor shall submit invoices for Services performed and allowable expenses incurred.

Each invoice must describe with particularity all Services and expenses for which payment is requested, and must include the dates the Services were performed or expenses were incurred. Contractor shall provide itemized receipts documenting any travel-related expense allowed under Exhibit A for which Contractor is requesting reimbursement. Contractor shall email invoices to SAIF at the address given in section 19, or to such other address as SAIF provides by written notice to Contractor.

Part IV. Travel and Other Expenses.

SAIF will not reimburse Contractor for any expenses under this contract.

Attachment C

Insurance Requirements

For HVAC Maintenance and On-Call Services Contract

(Note: These insurance requirements will appear as Exhibit B of the contract.)

During the term of this contract, Contractor shall maintain in force, at its own expense, each insurance described below:

1. Required by SAIF

Workers’ Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers’ compensation coverage for all their subject workers.

2. Required by SAIF

Not required by SAIF

Professional Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 each claim, incident or occurrence, covering damages caused by error, omission or negligent acts related to the Services.

3. Required by SAIF

Commercial General Liability insurance covering bodily injury and property damage in a form and with coverages satisfactory to SAIF. This insurance must include personal and advertising injury liability, products and completed operations.