CTR077139_Nationwide_Process_Serving_contract.pdf

Request for Proposal Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration State Procurement Office

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24

Attachment 01 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Legal Processing, Notary and Related Services in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below

CERTIFICATION: By signature in the above, Offeror certifies that it:

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive

Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or Service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is: September 1, 2025

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives purchase order or written notice to proceed.

State of Arizona Awarded this day of 20

Francine Whittington Statewide Procurement Manager

Nationwide Legal, LLC

Offeror company name Signature of person authorized to sign Offer Date

3150 North 24th Street, #A-102 Tony Davoodi / CEO

Address Printed name and Title

Phoenix, AZ 85016 Joe Caamal / CAO

City, State, ZIP Contact name and Title jcaamal@nationwidelegal.com 213-249-9999

Contact email address Contact phone number

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

Date Signature

4/10/2025

5/22/2025

CTR077139

30th May 25

Nationwide Legal LLC Tony Davoodi

Nationwide Legal LLC Tony Davoodi

Scope of Work

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 60

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Scope of W ork

Scope of Work

1.0 PURPOSE AND BACKGROUND

1.1 Purpose

The State of Arizona is seeking qualified vendors who offer professional legal processing of documents and related services for specified tasks.

Services under the Scope of Work require the Contractor to deliver or “serve” legal documents to a defendant or person involved in a court case. After serving any legal documents, process servers have to deliver actual evidence that the legal papers were served. The verification that is offered is referred to as an affidavit of service or proof of service, which must be notarized and given to the individual or person who required the papers to be served.

Process servers must be licensed and certified to serve papers in the correct and legal manner prescribed by the State of Arizona laws and rules and the directions of the agency ordering the services.

1.2 Background

1.2.1 The State provides a broad range of services to the community including but not limited to serving legal documents, same day courier services and timely transport of documents including but not limited to E-filing and E-recording.

1.2.2 The State has a large variety of agencies requiring services provided to be confidential, on-time as specified, well documented and professionally delivered in accordance with the assignment and instructions of the requesting Eligible Agency.

2.0 GENERAL REQUIREMENTS. The Contractor shall:

2.1 Have the ability to provide services throughout the State of Arizona and nationwide as necessary.

2.2 Contractor Account Representative

2.6.1 Identify and assign an Account Representative to provide all necessary technical resources (i.e., electronic tracking systems), support service, and address issues or concerns submitted by Eligible Agencies.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 6 of 60

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2.6.2 Address any issues or concerns submitted by Eligible Agencies within two

(2) business days of receipt, or be subject to cancellation of the contract.

2.3 Staffing

2.3.1 Have an adequate number of personnel appropriately trained for the services (function/tasks/subtask) provided. Monitor and provide oversight of staff and subcontractors (if utilized)

2.3.2 Be responsible, and held accountable, for the ongoing training of key personnel who are involved (at the Contractor or Subcontractor level) in providing services under a resultant contract.

2.3.3 Employ individual’s to provide services with the following qualifications:

1. Must be at least 18 years of age;

2. Shall pass background checks and finger printing as required; and

3. Shall be available to testify at trial or hearing as to the Proof of

Service, if required.

2.4 Confidentiality

2.4.1 Observe and abide by all applicable State and Federal statues, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contract services.

2.4.2 Keep the information related to a services performed in strict confidence except as authorized or required by this agreement or the law.

2.4.3 Not publish, reproduce, or otherwise divulge such information, in whole or in part, to any party not authorized by the Eligible Agency.

2.4.4 Agrees to immediately inform the Eligible Agency, in writing, if it is determined or has reason to suspect, a breach of these confidentiality requirements.

2.4.5 To the extent permitted by law, the Contractor shall release information to the contracting agency and the Attorney General’s Office as required by the terms of this contract, by law or upon their request.

2.4.6 Be familiar with HIPAA regulations and sign the Business Associate

Agreement which is part of this solicitation.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 7 of 60

2.5 Hardware/Software Requirements

2.5.1 Be responsible for obtaining and maintaining the hardware and software required to fully perform the requirements as outlined under this Scope of

Work.

2.5.2 Ensure all security patches, upgrades, and anti-virus updates are applied as appropriate to secure data that may be used, transmitted, or stored on such systems in the performance of this contract in addition to following the required data and information handling requirements. (See section

13.0 of the Special Terms and Conditions).

2.6 Electronic Tracking Services

2.6.1 Have the capability to track or trace all ordered services so Eligible

Agencies can check status of any transaction on its website or by contacting the Contractor upon demand for information. This information must be obtainable by internet or telephone service with staff designated to the State of Arizona business.

1. A barcoded tracking system or equivalent shall be in place to provide immediate status of legal processing services

2.6.2 In the event that the vendor is unable to file the document in the timeframe agreed upon, the Eligible Agency shall be notified immediately and a remedy solution is to be provided by the Contractor.

2.6.3 The Contractor shall provide no charge training for State Personnel and

Co-operative Members on electronic systems for entering trackable orders, inquiring on status of services and conclusion or confirmation of completed services.

3.0 SPECIFIC REQUIREMENTS. The Contractor shall:

3.1 Process Services. Timely, legally sufficient delivery of a party’s pleadings or other legal documents, a tribunal’s orders, subpoenas and any other legal documents upon the person to be served, in accordance with the applicable rules of civil, family and criminal procedure, other court or administrative rules and relevant statutes.

3.1.1 Ensure that process services are performed in accordance with laws of the State of Arizona or applicable State.

3.1.2 Ensure that employees providing the service are:

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 8 of 60

1. Certified as required by the Contractor for Legal Processing Services and applicable laws.

2. Not a party to the case in which the petitions, subpoenas, material witness, warrant, judicial summons, writs of garnishment and execution, notice of deposition or debtor’s exam, complaints, or other documents are being served.

3.1.3 Process Services

1. Process all documents that are properly completed by the Eligible

Agency. Properly completed documents will have necessary instructions for serving the documents, and the ATLAS or case number referenced for tracking purposes.

a. Procurement at Eligible Agencies shall be allowed to audit and/or approve details of requested services, associated documentation and other information.

2. Timeline of service of process shall be defined as:

a. SAME DAY – pick-up and service attempted same business day per instruction. The same day service shall be based on the vendor’s pick-up cutoff time noted on Attachment 08 –

Organizational Profile.

b. SPECIAL – picked-up outside of scheduled daily run and service attempted per instructions.

c. ROUTINE - first attempt within 72 Hours (3 business days) of the order date issued by the Agency.

3. Attempt service of process up to three (3) times, at various days and times within a timeline of ten (10) days between the first attempt and the last attempt.

a. If the Contractor determines that service cannot be obtained at the address provided by the Eligible Agency, the Contractor shall perform basic location or “Field Locate” including at a minimum, checking local directories, reverse directories, 411 calls, internet searches and neighbors at the address provided.

b. All useful information pertaining to the search and discovered by service attempts in relocating the party, shall be forwarded in full description to the Eligible Agency.

4. Routine requests for status shall be answered in twenty-four (24) hours. Urgent request for status of a specific service of process request shall be completed within one (1) hours the status request.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 60

a. Requests made within one (1) hour of office closing shall be responded to within the first hour of work the next business day.

5. Legal Compliance. Ensure that the service is providing in accordance with the applicable rules of civil, family and criminal procedure, other court or administrative rules and relevant statutes.

a. Pursuant to A.R.S. 12-1631 et. seq. Judgment Debtor

Exam/Supplemental proceedings require personal service on debtor or corporate officer named.

b. For Title IV-D matters, all Orders to Appear/Orders to Show

Cause and related documents in an enforcement matter must be served personally and not by substituted service.

c. Service on a partnership, corporation, other entity or minor shall be as prescribed in the rules of civil and family law procedure.

d. In other Title IV-D matters, personal or substituted service is acceptable.

e. All Orders to Appear/Orders to Show Cause or notice of hearing and subpoenas requiring an appearance in court in shall be considered timely only if service is accomplished no later than ten

(10) calendar days prior to the hearing date,

f. Paternity summons/complaints in Title IV-D cases must be served within one hundred twenty (120) days of the filing date to be considered timely.

6. Proof of Process Service

a. Ensure an affidavit of service is provided to the eligible agency and filed with the court in a timely manner.

b. At the option of the Eligible Agency, the completed proof of service form may be sent to the Eligible Agency via electronic mail.

c. Keep detailed records of each service attempt, including dates, times, and outcomes. This documentation may be needed in court or for legal purposes.

7. Payment for Process Services

a. All requests for payment for both successful and unsuccessful service must include:

1) Successful Service – Affidavit of Services and proper filing with the court

2) Unsuccessful Service – Affidavit (or report) of non-service.

b. The Contractor agrees to provide one applicable fee or discounts for multiple parties served at the same address.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 10 of 60

c. Mileage shall be charged one way only for service attempts made or attempted at the same time and place, regardless of the number of parties or the number of papers served or attempted, only one charge for travel fees shall be made for such service or attempted service.

8. Out of State Service and Indian Reservations. In the event Service of

Process is required outside the State of Arizona or on an Indian

Reservation, the Contractor shall provide service forwarding.

a. This service must be provided by an approved processor in the

State or reservation in which service is being provided. All rules and laws of the State or Reservation must be adhered to.

b. The Contractor shall be responsible for the processor’s performance including required documentation.

c. No out of state service of process will be authorized for an amount exceeding $250.00 without written approval from the Eligible

Agency.

3.2 Courier Services. The Contractor shall provide for messenger services for legal document(s) which may require delivery to every State or Federal administrative agency, private law firm and courts within the State.

3.2.1 Timeline of service of process shall be defined as:

1. SAME DAY – picked-up and delivered same business day per instructions. The same day service shall be based on the vendor’s pick-up cutoff time noted on Attachment 08 – Organizational Profile.

2. SPECIAL – picked-up outside of scheduled daily run.

3. ROUTINE – Documents picked-up and delivered on regular run.

3.2.2 Service for routine matters shall be rendered within forty-eight (48) hours.

1. Service for emergency matters shall be rendered on a “same day” basis (24 hours) if specified by the Eligible Agency.

3.3 E-Filing

3.3.1 The Contractor shall file documents with the courts, County Recorder or

Administrative Tribunal in accordance with Arizona and Arizona County

Laws and Rules.

3.3.2 Upfront costs for the service shall be borne by the Contractor and the

Contractor shall invoice for the cost of the service plus a firm fixed handling fee.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 11 of 60

3.3.3 Proof of filing (conformed copy) shall be furnished to the Ordering Agency within twenty-four (24) hours of the filing date.

1. In the event filing is done on a Friday or a day before a holiday, proof of filing shall be provided on the next work day.

2. Filing service shall be rendered on a “same day” basis with conformed copies of filing delivered to the appropriate judicial or hearing official, or other instructions provided by the Ordering Agency.

3.4 E-Recording

3.4.1 The Contractor shall provide service to e-record documents with any

Arizona County, either directly with the County or through a third party service as directed by the County.

3.4.2 Upfront costs for the service shall be borne by the Contractor and the

Contractor shall invoice for the cost of the service plus a firm fixed handling fee.

3.4.3 Proof of the recording shall be furnished to the Eligible Agency within twenty-four (24) hours of the recording date.

1. In the event filing is done on a Friday or a day before a holiday, proof of recording shall be provided on the next work day.

2. Recording service shall be rendered on a “same day” basis or as specified by the Ordering Agency.

3.5 Notary Services. A Notary Public is responsible for witnessing the signing of important legal documents, such as contracts, wills, affidavits, and powers of attorney. They ensure that the person signing the document does so voluntarily, without coercion, and understands the contents. The Contractor shall:

3.5.1 Certify that the signature on a document was made by the person named in the document.

1. Client shall present valid, government-issued identification (e.g., passport, driver’s license) at the time of the notarial act.

3.5.2 Administer an oath or affirmation to the person.

3.5.3 Ensure that all documents requiring notarization are complete and free of blank spaces, except where allowed by law.

3.6 Additional Services

3.6.1 Services may also include, but are not limited to the following:

1. Subpoena Services;

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 60

2. Material witness warrants;

3. Judicial summons;

4. Writs of garnishment;

5. Notices of deposition or debtor’s exam; and

6. Complaints or other documents as required.

3.6.2 Any additional services pricing must be approved by the Eligible Agency prior to commencement of service.

3.6.3 As future needs arise the Eligible agency may request other services not listed herein, such services must fall within the contractor’s capabilities and under the umbrella of the services being provided. Any additions to service requirements shall be performed by a Contract Amendment by the Procurement Officer of Record.

4.0 REPORTS

4.1 Progress Report

1. Contractor shall submit written progress completion report(s), including but not limited to a description of work performed, accomplishments based on deliverables, problem identification and resolution.

2. The Eligible Agencies shall have the final approval of report content, frequency of reporting, and report submission deadlines.

4.2 Statistical Reports

1. The Contractor shall serve process as specified by the Eligible

Agency and provide statistical reports to include (at a minimum):

a. Monthly number of cases with successful and unsuccessful service of process and specific reasons for unsuccessful service attempts.

b. Such reports shall be submitted to the designated office/manager with any relevant information as requested by the Eligible Agency.

c. The timing and formatting of such documents shall be worked out between the Contractor and Eligible Agency as a provision of services.

d. The Eligible Agencies shall have the right to audit the information as required.

Special Terms and Conditions

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 13 of 60

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. 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.

1.4. Arizona Risk and Authorization Management Program (AZRAMP): is used by the Arizona

Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.4.1. AZRAMP Level 1 Prerequisite: 35 Controls

1.4.2. AZRAMP Level 2 Low Impact: Public Data Classification

1.4.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

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:

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

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 60

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);

1.6.2. Was attached to an Offer when submitted; and

1.6.3. Was included in the Accepted Offer.

1.7. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.8. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform

Terms and Conditions taken collectively.

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

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

1.11. 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.

1.12. 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.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 60

1.13. Eligible Agency:

1.13.1. 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.

1.13.2. 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.

1.13.3. 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.

1.14. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

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

1.16. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.17. 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”.

1.18. 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

1.19. 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.

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

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 16 of 60

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

1.21. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

1.22. 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, 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;

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 17 of 60

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.

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;

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 60

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

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 months 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, Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 19 of 60

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.

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

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 20 of 60 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 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.

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

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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 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.

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Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

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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.

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:

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

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

Solicitation No. BPM006742

Legal Processing, Notary and Related Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 24 of 60 relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.8.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the

Purchase Order electronically in the State’s eProcurement System within three

(3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the…