BPM007125_RFP_Solicitation_Requirements.pdf

Request for Proposal under A.R.S. § 41-2534

Notice Page

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 66

Solicitation Number: BPM007125

Description: Statewide Court Reporting And Transcription Services

Solicitation Due Date and Time: January 16, 2026 at 3:00 PM Arizona Time

Pre-Offer Conference: Wednesday December 10, 2025 10:00 AM -12:00 PM AZ Time

Court Reporting Pre-Offer Conference Wednesday, December 10 · 10:00am – 12:00pm Time zone: America/Phoenix Google Meet joining info Video call link: https://meet.google.com/eyp-vovk-oru Or dial: 0733-696-(US) +1 405 PIN: 736 651 858# More phone numbers: https://tel.meet/eyp-vovk-oru?pin=7538733650769

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov.

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

https://app.az.gov/ https://app.az.gov/ mailto:app@azdoa.gov

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue

Solicitation Summary Page 2 of 48

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

Table of Contents Request for Proposal under A.R.S. § 41-2534

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 3 of 66

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Notice Page

Table of Contents

Solicitation Summary 4 Scope of Work 6 Special Terms and Conditions 12 Addendum A to the Special Terms and Conditions 37 Addendum B to the Special Terms and Conditions 44 Uniform Terms and Conditions 10.5 49

Solicitation Summary

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 4 of 66

Solicitation Summary

1. What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more Contracts on behalf of the Arizona Department of Administration and other Eligible Agencies, to provide Statewide Court Reporting and Transcription Services.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the Solicitation, unless the Offeror expressly restricts an item or combination of items in its Offer, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such a basis will result in the best value and is in the best interest for the State. The State may otherwise determine, at its sole discretion, that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What is in the Solicitation?

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM007125 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Addendum A to the Special Terms and Conditions

2.1.1.7. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.2. Attachment: BPM007125 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

Solicitation Summary

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 66

2.1.3.2. Organization Profile

2.1.3.3. Key Personnel

2.1.3.4. References

2.1.3.5. Experience and Capacity Response

2.1.3.6. Method of Approach

2.1.3.7. Letter of Insurability

2.1.3.8. Proposed Subcontractors

2.1.3.9. Confidential Information Designation

○ Confidential Information Designation (for reference only)

2.1.3.10. Conformance Statements and Exceptions Requests

2.1.3.11. Pricing Document

2.2. The State may issue a Solicitation Amendment at any time after Solicitation publication and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

Scope of Work

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

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Scope of Work

Scope of Work

1. Purpose and Background

1.1. Purpose: The State of Arizona Department of Administration, State Procurement

Office (State) is seeking to enter into contracts with qualified Court Reporting and/or Transcription Services companies to provide services for the State of Arizona, its Agencies, Boards and Commissions as well as Participating Members of the State Purchasing Cooperative (collectively herein referred to as Eligible Agencies).

1.2. Background/Mission: When the State and Cooperatives are involved in legal investigations, hearings, court proceedings, and consultative examinations the services of Court Reporters and Transcriptionists are needed to produce a transcription of the proceedings.

1.2.1. Court Reporters may be utilized by the Attorney General’s Office and any other agency in need of this service. These services include but are not limited to depositions, court hearings, trials, Division of Administration hearings, as well as board and public meetings.

1.2.2. General Transcriptionists transcribe digitally recorded hearings of the Appellate Services Administration (ASA), to be used by the Appeals Board (AB), and the Court of Appeals in reviewing ASA’s administrative decisions.

1.3. Projected Awards: It is the intent of the State to award multiple contracts for the required services and it is the intention of the State to award contracts that will provide coverage for all of these services throughout the State of Arizona.

1.4. Projected Utilization: The estimated dollar volume of services purchased under the proposed contract is $2.5M over the next 5 years. This contract will be used on an as-needed basis; the State makes no guarantee as to actual spend under any resultant contract.

2. Definitions

2.1. Certified reporter: certified by the Arizona Supreme Court, Board of Certified

Reporters, “records and transcribes a verbatim record in any sworn proceeding by means of written symbols or abbreviations in shorthand, machine writing or voice writing” as provided in A.R.S. § 32-4002(3).

2.2. Transcriptionist: is a typist who turns oral language, generally from an audio or a video file, and types what is heard into a written account. These are either in analog or digital format.

2.2.1. General Transcriptionist transcribes non-legal documents which may include meeting minutes, public meeting minutes, interviews, focus groups, telephone conversations, voice mail messages, and etc.

2.2.2. Legal Transcription has knowledge of legal terminology and types of meeting minutes, court proceedings, mediations, telephone conversations, recorded media, etc.

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

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3. Requirements

The Contractor shall: Provide qualified Court Reporters and/or Transcriptionists.

3.1. Court Reporter Qualifications: Ensure that Court Reporters in Arizona have

Standard Certification or Provisional Standard Certification issued by Arizona Supreme Court, Board of Certified Reporters and are in compliance with Arizona Code of Judicial Administration (ACJA) § 7-206 that governs court reporter standard certification and applies to any person who records and transcribes a verbatim record in any sworn proceeding by means of written symbols or abbreviations in shorthand or machine writing in Arizona pursuant to Arizona Revised Statutes Title 32, Chapter 40, Articles 1, 2 and 3;

3.2. Court Reporter and Transcriptionist Professional Standards:

3.2.1. Acceptable Error Rate. Ensure that all work performed by a Court

Reporter and transcriptionist is in a professional manner, is at a minimum 98 percent error free.

3.2.2. Confidentiality. Preserve and ensure the security of information, verbal or written, entrusted to the certified reporter by the court and any of the parties in the proceedings; and to the transcriptionist no matter what the source.

3.2.3. All personnel having access to digital recordings and transcripts shall sign a confidential document agreeing to safeguard all information obtained during the performance of the contracted services.

3.2.4. Integrity. Maintain the highest standards of integrity and truthfulness in all professional dealings of services.

3.2.5. Compliance. Transcripts are in compliance with the standards of Arizona Code of Judicial Administration (ACJA) § 7-201 which allows the transcripts to be used in any legal venue in the State of Arizona are in compliance with the American Health Insurance Portability and Accountability Act of 1996 (HIPAA).

4. Certified Court Reporting Service Requirements.

4.1. Provide all qualified personnel and materials necessary to record, transcribe, and furnish completed documents, related to depositions, hearings, and other proceedings, for the requesting Agency.

4.2. Use encryption software in accessing, recording and delivery of documents as agreed to by the requesting agency.

4.3. Ensure that Court Reporters will not take a deposition if the reporter is:

4.4. A party to the action;

4.5. A relative, employee, or attorney of one of the parties;

4.6. Someone with a financial interest in the action or its outcome; or, Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

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4.7. A relative, employee, or attorney of someone with a financial interest in the action or the outcome. For the purposes of this subparagraph, “employee” or “relative” shall not include an employee or relative of the attorney or one of the parties. An “employee” includes a person who has a continuing contractual relationship, express or implied, with a person or entity interested in the outcome of the litigation, including anyone who may have ultimate responsibility for payment to provide reporting or other court services, and a person who is employed part-time or full-time under contract or otherwise by a person who has a contractual relationship with a party to provide reporting or other court services.

5. Specific Court Reporter Responsibilities.

5.1. Record and incorporate everything spoken during a session into the transcript unless the Presiding Officer (i.e. hearing officer, administrative law judge, attorney, etc.) otherwise directs. This includes a record of appearances, together with such other matters as directed by the Presiding Officer to be included.

5.2. Nothing spoken at the proceedings shall be “off the record” during a deposition or court proceeding unless agreed to by all parties or their attorneys or ordered by the court.

5.3. Wait until a break or the conclusion of the proceeding to ask for clarification unless absolutely necessary to complete an accurate recording of the proceeding. Should the reporter have any questions on the technical aspects of the hearing or fail to hear any part of the proceeding, he/she shall ask the Presiding Officer to clarify the statement(s).

5.4. Record verbatim by shorthand, computer-aided transcription, stenotype machine, real time or electronic recording. The State Agency or its designee may, at its option, tape proceedings for internal purposes. If proceedings are taped and the court reporter requests a copy of the tape, the Agency shall supply it within twenty-four (24) hours. If emergency delivery is ordered, the State Agency will deliver the tape accordingly.

5.5. Produce a transcript and deliver it electronically using encryption software as agreed to by the requesting agency or otherwise instructed methods following adjournment or close of meetings.

5.6. Transcript Format. A certified reporter shall prepare transcripts in a format consistent with the standards in ACJA § 7-206(M).

5.7. Certify that the transcript of the proceedings is a verbatim account of what was said and issued on electronic or hard copy.

5.8. Record by video depositions, and hearings, in accordance with Rules of Civil Procedure for the Superior Courts of Arizona, Rule 30(b). Contractors may be requested to provide video recording as directed by the Agency and shall be provided at an hourly cost which includes all equipment, personnel, and recordings, delivery of recording and one copy of the complete transcript.

Transcription will be paid at transcription rates. Video Recording (including set up and take down time) and Video Conferencing will be paid at the same rate as Certified Court Reporting. The contractor shall use the Certified Court Reporting Item Tab to log video recording hours and note on the invoice the

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 66 total hours of Video Recording being billed. If the video recording portion of the event is contracted out, the State will reimburse the contractor for actual costs.

The Contractor shall ensure the reimbursed rates reflect reasonable pricing and include receipts and noted as recording as part of their invoice when these costs are incurred.

6. Transcriptionists Service Requirements

6.1. Create a typed transcript of digital or analog audio recordings that have been recorded during hearings, depositions, and meetings as well as from telephone and dictations.

6.2. Transcript Format. A Transcriptionist shall prepare transcripts in a format consistent with the standards in ACJA § 7-206(M).

6.3. Hearing Transcription Services which provides a typed transcript of audio or digital audio recordings that have been recorded during hearings of the State Agencies offices.

6.4. If required by the Agency for production of telephone dictation and transcription services, the Transcriptionist shall have multiple phone lines (exclusively and toll free) available to professionals using this service. A centralized, secure facility for transcribing reports to ensure confidentiality.

Phone lines shall be accessible 24 hours a day, 7 days a week.

6.5. Responsible for furnishing complete and accurate transcripts based on the analog or digital recording provided. Transcription errors shall not exceed one

(1) error per 100 words, including errors attributable to the contractor’s performance appearing in the transcript.

7. Transcription Formatting.

7.1. Format transcripts on the computer (electronic media), or other format requested by the ordering party and agreed to by the transcriber whether they represent originals, first copies, or additional copies. Consistently format the transcripts in accordance with the standards in ACJA § 7-206(M).

7.2. Type all transcripts in black ink on 8-1/2” x 11” size paper. Numbers indicating each line of the transcription shall be printed at the left marginal line of the transcript.

7.3. Set for the title page of the transcript with the name and docket number of the proceeding or meetings, the date and place of the proceeding or meeting.

7.4. Type size shall be ten (10) font characters per inch, single sided, double-spaced, not less than 25 lines of pages 8-1/2” x 11”. The left margin shall not exceed 1-3/4” and the right margin shall not exceed 3/8”.

7.5. The Contractor shall record verbatim by shorthand, computer-aided transcription, stenotype machine, real time or electronic recording. The State Agency may, at its option, tape proceedings for internal purposes. If proceedings are taped and the court reporter requests a copy of the tape, the State Agency shall supply it within twenty-four (24) hours of completion of the proceeding. If emergency delivery is ordered, the State Agency will deliver the tape accordingly.

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

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8. Unit Rates and Pricing

8.1. All rates are all inclusive, and includes personnel, hardware and software, internet access, processing cost, materials, shipping, delivery, typed exhibits measuring 8.5”x11” equaling 100 pages and under per event, mileage (under 50 miles per day), and insurance. The required agencies will not pay separately for these or any other costs.

8.2. Certified Court Reporting - One Unit of Certified Court Reporting services equal one hour. Pricing is billed hourly with a minimum of 2 hours, by half day which includes any four-hour period, and full day which includes any eight-hour period.

8.3. Live Online/Virtual Certified Court Reporting - One Unit of Certified Court Reporting services equal one hour. Pricing is billed hourly with a minimum of 2 hours, by half day which includes any four-hour period, and full day which includes any eight-hour period.

8.4. Traditional (Certified) Transcription - One Unit of verbatim transcription record equals one page. Pricing is billed per page.

8.5. Online/Virtual Traditional (Certified) Transcription - One Unit of verbatim transcription record equals one page. Pricing is billed per page.

8.6. Certified Court Transcription and other Transcription delivery options consist of four ranges. Standard delivery time is five (5) working days.

Accelerated times are Rush; twenty-four (24) hours and Accelerated; two

(2) working days. Discount amount for extended delivery time ten (10) working days. Increased page rates may be charged for Rush and Accelerated return delivery requirements.

9. Travel Reimbursement

9.1. Allowable travel reimbursements will be in accordance with the State of

Arizona Travel Policy located at https://gao.az.gov/travel/welcome-gao-travel

9.2. Mileage will be reimbursed after the 50th mile.

9.3. Assignments requiring travel of 51 miles or greater in one day, mileage will be calculated from the point of origin to each site where services are provided during the day and back to point of origin.

9.4. If services are provided for more than one requesting agency in one day, the mileage shall be prorated on the State of Arizona Travel form;

however, the total mileage must equal the mileage over 50 miles.

9.5. Overnight stays are not expected to be incurred, in cases where the agencies do authorize the Contractor to incur travel costs, costs shall be reimbursed in accordance with State of Arizona Travel Policy.

https://gao.az.gov/travel/welcome-gao-travel https://gao.az.gov/travel/welcome-gao-travel

Solicitation No. BPM007125 Statewide Certified Court Reporting and

Transcription Services

Arizona Department of Administration State Procurement Office

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10. Cancelation

The Contractor shall:

10.1. Notify the Requester immediately and attempt to replace the court reporter if the court reporter assigned by the Contractor cancels prior to the assignment.

10.2. Reimburse the Requester for any additional costs incurred, in accordance with the terms and conditions of this contract if the Requester elect to procure the services of a substitute court reporter from another Contractor due to:

10.3. If assigned court reporter fails to appear at the time and place specified after the Contractor has confirmed the assignment, or

10.4. Assigned court reporter does not meet the qualification requirements for the assignment.

10.5. Failure to perform the requested services or lack of performance by the Contractor may be considered a material breach of contract by the State and the State may seek remedies in accordance with the terms and conditions of this contract.

10.6. In cases where the agency cancels the court reporter the business day before the scheduled meeting, after 3:00 PM local time, the contractor may charge a cancelation fee per the Attachment 11 - Pricing Document under Additional Items.

Addendum A to the Special Terms and Conditions

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 66

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

1.3. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

1.4. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.5. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.6. Attachment. Any item that:

1.6.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

https://azdor.gov/transaction-privilege-tax-tpt

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

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1.6.2. Was attached to an Offer when submitted; and

1.6.3. Was included in the Accepted Offer.

1.7. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

1.8. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.9. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.10. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.11. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter 5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.12. Eligible Agency:

1.12.1. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.12.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

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1.12.3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.13. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.14. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.15. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s eProcurement System–The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.16. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.17. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.18. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 66 consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

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2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

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3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) or more years and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

3.3.1. To Contractor. State shall address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General Mailing Address” in Contractor’s corresponding State’s eProcurement System Vendor Profile; and address any required notices to Contractor to the “Contact Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2. To State. Contractor shall address all Contract correspondence other than formal notices to the email address indicated in “Contact Instructions” in the State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100,

3.3.3. Changes. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

3.4. Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

3.4.1. extension of the term of the Contract within the maximum aggregate term; or

3.4.2. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 66

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures (or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 19 of 66 shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

3.6.4. Auditing. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment Proposed Subcontractors to the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 20 of 66 things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona Procurement Code; the transactions and procedures required by the Arizona Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the Contractor to provide the Materials and perform the Services covered by that Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op Buyer Orders are null and void.

3.8.3. Orders are Obligatory. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then-current pricing, lead times, specifications, or payment provisions of the Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b) State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract.

For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.8.5. Non-contracted Materials or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that Materials or Services not specifically awarded are under a State contract is a violation of the Contract and law.

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

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3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the Order.

3.10. The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632 and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies and any Co‑Op Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co‑Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting

3.10.2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, https://spo.az.gov/suppliers/usage-reporting

Request for Proposal Solicitation No. BPM007125

Statewide Certified Court Reporting and Transcription Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 22 of 66 with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to Co‑Op Buyers, as provided for under A.R.S. § 41‑2633. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

https://spo.az.gov/suppliers/usage-reporting.

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.4. Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other. Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.5. Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for…