Solicitation ID 454 Request for Proposal Sep 08 2025.pdf

saif.com

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REQUEST FOR PROPOSALS

A. Introduction The State Accident Insurance Fund Corporation (SAIF) invites proposals from qualified vendors to provide professional consulting services for Unified

Communications as a Service (UCaas) and Contact Center as a Service (CCaaS) platform assessment, vendor selection, and implementation road mapping. The consultant will provide subject matter expertise in enterprise telephony platforms (UCaas) as well as contact center (CCaaS) enterprise leaders and market solutions as specified in this Request for Proposal (RFP).

The consultant selected will:

• Validate and refine SAIF’s draft business, functional, and technical requirements developed during the Telephony Assessment Project (TAP).

• Provide up-to-date market intelligence on UCaaS + CCaaS enterprise leaders and leading market solutions.

• Support the development of detailed business cases, providing both cost-modeling from the perspective of business and information technology.

• Support the decision-making process to inform and develop an implementation roadmap (including change-management and resource plans) that supports SAIF’s

April 2026 CUCM end-of-support deadline and maximizes business value.

• If needed to inform the roadmap, guide SAIF through an RFI to better understand the landscape of a UCaaS (Unified Communications as a Service)

+ CCaaS (Contact Center as a Service) platforms that meets enterprise needs, considering both enterprise grade and market options.

SAIF is an independent public corporation created by 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. Respondents will find additional background information at http://www.saif.com.

Additional background relevant to this request:

SAIF has completed a comprehensive Telephony Assessment Project (TAP) that evaluated our current telephony infrastructure and identified critical operational challenges. The assessment included surveys of 66 employees and 6 supervisors across 7 divisions, along with 13 interview sessions involving 87 staff members from contact centers, hunt groups, and field operations.

Current Environment:

• SAIF operates with approximately ~1,100 – 1,300 phone users across six offices with 16 staffed contact centers

• The current infrastructure is based on Cisco Unified Communications Manager

(CUCM) version 14, which reaches end-of-support in April 2026

• System supports critical business operations including workers' compensation claims processing, policyholder services, billing operations, safety consultations, and legal services http://www.saif.com/

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Identified Pain Points:

• Employees report system integration challenges requiring multiple logins and manual data re-entry

• Inefficient call transfer processes impacting customer service delivery

• Manual notetaking during calls as a significant productivity burden

• Data limitations impacting AI utilization, QA capabilities, business intelligence, and reporting

• Fragmented workflow requiring staff to toggle between multiple applications (Webex, Teams, Guidewire systems, OnBase)

• Limited visibility into call queues, hold status, and agent availability across divisions

Technical Integration Requirements: SAIF's telephony solution must integrate with multiple existing platforms. As part of the evaluation, the solution's compatibility and fit within SAIF’s broader technology ecosystem—including but not limited to Microsoft Teams, ServiceNow, and Guidewire—should be assessed to ensure alignment with current and future operational needs. Additional systems noted below:

System Purpose

RightFax RightFax is a digital faxing solution that allows users to send and receive faxes electronically without the need for a physical fax machine or printer.

Infortel Select Infortel Select collects and processes Call Detail Records (CDRs) providing detailed insights into call activity. It offers features like customizable dashboards, call handling summary reports, and automated alerts, helping organizations understand their telecom usage, optimize resources, and improve call center performance.

QMS QMS is the call recording system we use for Claims and Investigations.

Business online Custom-built data system for all of SAIF's services like claims

SIP trunk Session Initiation Protocol (SIP) trunk is a virtual phone line that uses the internet for voice and multimedia communication, allowing businesses to connect their on-premises phone systems to the public switched telephone network (PSTN) via a VoIP provider.

Intrado Intrado is a major provider of Next Generation 911 (NG911) services, which include enhanced call routing, location services, and multimedia capabilities like video and text-to-911. They support Public Safety Answering Points

(PSAPs) with tools for call handling, analytics, and emergency data management.

B. Scope of Work The proposer must be qualified and prepared to provide services to SAIF in the following areas:

Objectives

The objectives of this engagement are to:

1. Validate and refine SAIF’s enterprise telephony and contact center requirements, including business, technical, integration, and compliance, and

Page 3 of 22: RFP #454 – Telephony Consultant RFP assess the underlying business problems and desired outcomes the solution is intended to address.

2. Define and confirm the business problems the proposed solution will solve, ensuring alignment between the solution’s capabilities and SAIF’s strategic goals and a focus on acknowledging where solution opportunities exist within our existing suite of products.

3. If needed to inform the roadmap, guide SAIF through an RFI to better understand the landscape of a UCaaS (Unified Communications as a Service) +

CCaaS (Contact Center as a Service) platforms that meets enterprise needs, considering both enterprise grade and market options.

4. Develop a strategic roadmap encompassing procurement, implementation, change management, and resource planning to enable a successful migration by the

April 2026 deadline.

Responsibilities

The awarded consultant will:

1. Requirements for Validation & Gap Analysis

a. Facilitate workshops to refine and validate SAIF’s telephony/contact center business, technical, and security requirements both in context of current state needs and future state visioning.

b. Map requirements to industry standards including Gartner Critical Capabilities for UCaaS + CCaaS.

c. Create detailed traceability between requirements, evaluation criteria, and final vendor scoring.

2. Market Scan & Vendor Assessment

a. Provide market intelligence on UCaaS + CCaaS enterprise leaders and evaluate market alternatives.

b. Identify suitable vendors based on SAIF’s unique business, integration, and compliance priorities.

3. RFI Development & Process Management

a. Draft complete RFI documentation: requirements, scoring rubrics, demonstration/PoC scripts, and proposal instructions.

b. Develop evaluation criteria in alignment with validated requirements and industry best practices.

4. Implementation Roadmap & PM Support

a. Create a phased implementation roadmap including quick wins, migration sequencing, resource needs, and change management plan.

b. Support SAIF’s project manager in developing detailed project plans and budget forecasts.

5. Knowledge Transfer

a. Provide comprehensive documentation and project artifacts (decision logs, scorecards, requirements traceability).

b. Conduct hand-off sessions and support knowledge transfer to SAIF’s internal team.

Deliverables

The consultant will be expected to produce:

1. Requirements Validation Report — Prioritized, documented requirements traceable to evaluation criteria.

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2. Market Scan & Vendor Assessment Summary — Risk and benefit analysis matrix of enterprise and market UCaaS + CCaaS vendors, as well as Cloud and on-prem solutions mapped against SAIF’s validated requirements.

3. Complete RFI Package — All written materials for public issuance: statement of work, requirements/specs, evaluation scoring sheets, demo/PoC scripts, pricing templates.

4. Evaluation & Recommendation Memo

5. Implementation Roadmap — Phased migration plan with resourcing, change management, key milestones, and organizational readiness actions.

6. Project Management Support Tools — Risk register, communications plan, work breakdown structure/timeline, change readiness, and budget estimates.

7. Knowledge Transfer Artifacts — Repository of templates, documentation, decision logs, and supporting materials; delivery of stakeholder hand-off/training sessions.

You may access the supplier response record by clicking this link and entering your username and password. Once in the portal, please click on “View My Responses” under the sourcing events section then click the “ID” and enter the supplier response record. The provided documents may be found under the sourcing event documents.

Those materials are to be considered proprietary to SAIF and, if provided, are to be used by the proposer solely for the purpose of developing a proposal in response to this RFP.

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 September 8, 2025

Deadline for proposer questions September 22, 2025

Responses to proposer questions published October 6, 2025

Proposals due October 13, 2025

Proposer interviews (if required) November 3-10, 2025

Contract award November 17, 2025*

Beginning of services December 8, 2025* https://saif.agiloft.com/logins/saif-login.htm

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D. RFP Terms

1. SAIF is issuing this RFP for the purpose of obtaining proposals for the provision of consulting services. SAIF expects to enter into a single contract with one vendor, using the form of professional services contract attached as Attachment A, including a statement of work in the form attached as Attachment B. SAIF does not guarantee the award of any contract, however, 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 the "I am Interested" blue button. You may then upload your proposal in the

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 that 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.

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"Supplier Attachments" section. Click the "Submit" blue button when you are ready to submit your proposal. If you have questions about accessing the supplier response 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 October 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 proposer’s response. There is no page limit.

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. If a subsequently submitted proposal is intended to replace an earlier proposal, however, the proposer must clearly indicate that 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 also must 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. Once logged in, click on

“View My Responses” and click on 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 September 22, 2025 3:00 pm (PT), in order to be considered.

mailto:procurement@saif.com

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Answers to all questions received will be published to all proposers by October 6, 2025.

If you have questions about accessing the supplier response record, please contact procurement@saif.com.

F. Proposal Contents

2. Proposals must include the following information:

a. The proposer’s complete name, mailing address, physical address, e-mail address, 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;

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

e. Names and telephone numbers of individuals in two to four companies whom

SAIF can contact to discuss the proposer’s qualifications;

f. A firm quotation of the total costs proposed to be charged, itemized by category of work and including any anticipated travel expenses; and

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

B above.

2. Proposals also must 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;

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. Qualifications of key persons;

b. Approach and methodology;

c. Proposed cost of services;

d. Market Intelligence and vendor evaluation;

e. References;

f. Integration and technical fit; and

g. Project management and deliverables.

mailto:procurement@saif.com

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2. SAIF may conduct interviews with one or more proposers prior to making a final selection. SAIF anticipates awarding a contract on or about November 17, 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 provide the certification number.

I. RFP Attachments

1. Attachment A to this RFP is the form of contract 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 the proposer objects and 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.

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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.

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;

✓ 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; and

(End of RFP – Attachments follow.)

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Attachment A

SAIF Corporation

(sample)

Professional Services Contract

This professional services contract is between the State Accident Insurance Fund

Corporation, an Oregon independent public corporation dba SAIF Corporation (“SAIF”), and

_________________ (“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”). The Services include all Work Product defined in section 9 below.

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

$_________________. 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

___________________, 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.

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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 professional 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 All Work Product is free of any restrictions on or conditions of transfer, modification, licensing, sublicensing, distribution, or assignment, and free of any liens, claims, mortgages, security interests, liabilities, or encumbrances of any kind.

6.4 No Work Product infringes, nor will SAIF’s use, duplication, or transfer of the Work

Product infringe, any copyright, patent, trade secret, or other proprietary right of any third party either during the term of this contract or thereafter.

6.5 Except as otherwise set forth in the Statement of Work, any subcontractors performing Services for Contractor under this contract have assigned all of their rights in the Work Product to Contractor or SAIF, and no third party has any interest in any Work

Product.

6.6 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.

6.7 Contractor is qualified to do business in the State of Oregon and has the authority to enter into this contract. This contract constitutes a valid and binding obligation of

Contractor, enforceable in accordance with its terms.

6.8 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

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

6.9 Contractor has no interest, and will not acquire any interest, 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. Ownership of Work Product

9.1 The following terms have the meanings set forth below:

(a) “Contractor Intellectual Property” means any intellectual property owned by

Contractor and developed independently from the contract.

(b) “Third Party Intellectual Property” means any intellectual property owned by parties other than SAIF or Contractor.

(c) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever, or any interest therein (whether patentable or not patentable or registrable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor (either alone or with others) pursuant to this contract. Unless otherwise specified, Work Product does not include Third Party Intellectual Property or Contractor Intellectual Property.

9.2 All Work Product, including work derivative of the Work Product and compilations of the Work Product, and whether or not the Work Product is determined to be a work made for hire or an employment to invent, is the exclusive property of SAIF. All Work Product is

Page 13 of 22: RFP #454 – Telephony Consultant RFP intended by the parties to be “work made for hire” of which SAIF is the author within the meaning of the United States Copyright Act, notwithstanding the fact that Contractor is an independent contractor and not an employee of SAIF. If for any reason the Work Product is determined not to be “work made for hire,” Contractor hereby irrevocably assigns to SAIF all of its interest in the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon SAIF’s reasonable request, Contractor shall execute any documents and instruments necessary to fully vest those rights in SAIF. Contractor forever waives all rights relating to Work Product, including all moral rights and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

9.3 If Contractor provides Contractor Intellectual Property as part of the Services, Contractor hereby grants to SAIF an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform, and display the Contractor Intellectual Property, and to authorize others to do the same on SAIF’s behalf.

9.4 If Contractor provides Third Party Intellectual Property as part of the Services, or if any Work Product or Contractor Intellectual Property that Contractor provides as part of the

Services incorporates or relies upon Third Party Intellectual Property, Contractor shall secure on SAIF’s behalf and in SAIF’s name, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform, and display the Third Party Intellectual Property, and to authorize others to do the same on SAIF’s behalf.

10. Indemnification

10.1 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.

10.2 In addition to and without limiting the generality of section 10.1, 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 related to any claims that the

Services or any other tangible or intangible items delivered to SAIF by Contractor infringe any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party. The State of Oregon and its agencies are intended beneficiaries of this obligation to indemnify.

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

10.4 Contractor’s obligation to indemnify under this section 10 survives termination of the

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

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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 Upon termination of the contract for any reason, Contractor shall deliver to SAIF all

Work Product completed by Contractor prior to the date of termination. Termination 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

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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.

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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

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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.