HSR25-04_Virtual_E-Reporting___E-Transcription_Svcs_IFB.pdf

Gavin Newsom

GOVERNOR

Toks Omishakin

SECRETARY

Ian Choudri

CHIEF EXECUTIVE OFFICER

HSR25-04

INVITATION FOR BIDS

Notice to Prospective Bidders

June 9, 2025

You are invited to review and respond to this Invitation for Bids (IFB) entitled HSR25-04 – Virtual Electronic Reporting and Electronic Transcription Services for the California High-Speed Rail Authority Board Meetings. This IFB is advertised in the California State Contracts Register through Cal eProcure at:

http://www.caleprocure.ca.gov

Please note that you must register with Cal eProcure in order to download IFB packages and any other provided documents from the Cal eProcure website.

Bidders are advised to check the Cal eProcure website for addendums, modifications, and updates to the bid documents. The California High-Speed Rail Authority (Authority and/or State) is not responsible for failure of the prospective bidder to check for any bid document updates, changes, or answers to questions posted on Cal eProcure. Failure to periodically check the website will be at the bidder's sole risk.

In submitting your bid, you must comply with the instructions found herein.

Note that this agreement will include the State of California General Terms and Conditions (GTCs 02/2025) and Contractor Certification Clauses (CCC 04/2017) that may be viewed and downloaded at Internet site:

http://www.dgs.ca.gov

The contact person for this IFB is:

Lorraine Delfin-Carpio California High-Speed Rail Authority

Phone: (916) 908-1113 Email: L.DelfinCarpio@hsr.ca.gov

Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

Lorraine Delfin-Carpio Contract Analyst http://www.caleprocure.ca.gov/ http://www.dgs.ca.gov/

TABLE OF CONTENTS

SECTION

BIDDER REQUIREMENTS AND INFORMATION

1. Purpose and Description of Services

2. Bidder Qualifications

3. Schedule of Events

4. Written Questions

5. Executive Order N-6-22 – Russia Sanctions 6.

7.

Executive Order N-12-23 – Generative Artificial Intelligence (GenAI) Submission of Bid

8. Bid Opening

9. Disposition of Bids

10. Evaluation and Selection

11. Notice of Intent to Award Contract

12. Protest

13. Notice of Contract Award

14. Standard Conditions of Service

15. Required Documents (Awarded Contractor)

16. Bid Preference(s)

STANDARD AGREEMENT FORM (SAMPLE)

EXHIBIT A – Scope of Work

EXHIBIT B – Budget Detail and Payment Provisions

EXHIBIT C – General Terms and Conditions

EXHIBIT D – Special Terms and Conditions

EXHIBIT E – Additional Provisions

REQUIRED BID DOCUMENTS CHECKLIST

ATTACHMENT 1 – Bid/Bidder Certification Sheet

ATTACHMENT 2 – Cost Sheet

ATTACHMENT 3 – Payee Data Record

ATTACHMENT 4 – Bidder Declaration & Subcontractor/Supplier List

ATTACHMENT 5 – Darfur Contracting Act

ATTACHMENT 6 – Contractor Certification Clauses

ATTACHMENT 7 – Resumes and Supplemental Resume and Work History

TABLE OF CONTENTS

BIDDER

QUALIFICATIONS

A. Bidder’s statement confirming possessing a minimum of five (5) years of experience performing virtual reporting and electronic transcription services.

B. List of virtual electronic reporters and electronic transcribers.

• Certifications:

o Virtual Electronic Reporters

Certified Electronic Reporter (CER), American Association of Electronic Reporters and Transcribers (AAERT) Certification.

o Electronic Transcribers

Certified Electronic Transcriber (CET), AAERT Certification; OR

Certified Realtime Reporter (CRR), National Court Reporters Associations (NCRA) Certification.

The remainder of this page is intentionally left blank.

1. Purpose and Description of Services

A. Virtual Electronic Reporting and Electronic Transcription Services for Authority Board Meetings. Term: July 1, 2025 or upon contract approval, whichever occurs later, through June 30, 2028. See Exhibit A, Scope of Work, for a complete description of services.

2. Bidder Qualifications

A. The bidder shall submit with their bid a statement confirmation of possessing a minimum of five (5) years of experience providing virtual electronic recording and electronic transcription services.

B. The bidder shall submit with their bid, a list of virtual electronic reporters and electronic transcribers which shall list the following: full name, service type, number of years as paid professional experience performing virtual electronic reporting and/or electronic transcription services (minimum of 1 year required), and identification of certifications below as they apply, as well as copies of said certifications:

(1). Virtual Electronic Reporters:

a. American Association of Electronic Reporters and Transcribers (AAERT) Certification, Certified Electronic Reporter (CER);

(2). Electronic Transcribers

a. AAERT Certification, Certified Electronic Transcriber (CET); OR

b. National Court Reporters Association (NCRA) Certification.

3. Schedule of Events

Event Date Time

(1). IFB available to prospective bidders: June 9, 2025 N/A

(2). Written questions regarding IFB are due by:

(Note: See additional info in Section 4.)

June 12, 2025 4:00 PM

(3). Written responses to questions released by: June 17, 2025 3:00 PM

(4). Final date and time for bid submission:

(Note: See additional info in Section 7.)

June 24, 2025 1:00 PM

(5). Bid opening:

(Note: See additional info in Section 8.)

June 24, 2025 2:00 PM

(6). Proposed start date of agreement: July 1, 2025 or upon contract approval, whichever occurs later

N/A https://aaert.org/become-certified/certification-program/

4. Written Questions

A. Submit all written questions via email to the contact person indicated on the cover page of this IFB package no later than the date and time specified in Section 3, Schedule of Events. Written responses to IFB questions will be released by the date and time specified in the Schedule of Events and viewable in the online project advertisement in Cal eProcure at: https://caleprocure.ca.gov/pages/index.aspx .

5. Executive Order N-6-22 – Russia Sanctions SECTION

A. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

6. Executive Order N-12-23 – Generative Artificial Intelligence (GenAI)

A. The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

B. Bidder/ Offeror must notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.

C. Failure to report GenAI to the State may result in disqualification. The State reserves the right to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

D. Upon notification by a Bidder / Offeror of GenAI as required, the State reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the State

E. Government Code 11549.64 defines “Generative Artificial Intelligence (GenAI)” as an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system’s training data.

https://caleprocure.ca.gov/pages/index.aspx chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:/www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:/www.gov.ca.gov/wp-content/uploads/2023/09/AI-EO-No.12-_-GGN-Signed.pdf

7. Submission of Bid

A. Bids must be submitted via mail or hand delivered no later than the date and time specified in Section 3, Schedule of Events.

(1). Bids must be enclosed in an envelope or under sealed cover. The exterior of the envelope or sealed cover must be clearly marked with all of the following information:

a. BIDDER’S NAME

b. BIDDER’S ADDRESS

c. BID PROPOSAL # HSR25-04, DO NOT OPEN UNTIL JUNE 24, 2025

AT 2:00 PM, ATTN: LORRAINE DELFIN-CARPIO.

(2). Bids shall be mailed or hand delivered to the following address:

California High-Speed Rail Authority Contracts and Procurement Branch Attn: LORRAINE DELFIN-CARPIO 770 L Street, Suite 620, MS 7 Sacramento, CA 95814

(3). Bids not enclosed in an envelope or under sealed cover shall be rejected.

B. Bids must be received by the Authority no later than the date and time specified in Section 3, Schedule of Events. Any bid received after the specified due date and time shall remain unopened and will be returned to the bidder.

C. Bids shall include all required bid documents identified in the Required Bid Documents Checklist. Only submit the required bid documents with your bid, not the entire IFB package. In addition, do not submit bid documents within a binder or folder.

Bids not including the required bid documents shall be deemed non-responsive. A non-responsive bid is one that does not meet the basic bid requirements.

D. All required bid documents submitted must be printed single-sided. Bids that include required bid documents that are printed double-sided shall be deemed non-responsive.

E. All documents requiring a signature must bear an original or electronic signature of a person authorized to bind the bidding firm.

F. Bids must be submitted for the performance of all the services described herein. Any deviation from the work specifications shall not be considered and shall cause a bid to be rejected.

G. Costs for developing bids in anticipation of award of the agreement are entirely the responsibility of the bidder and shall not be charged to the Authority.

H. An individual who is authorized to bind the bidding company/firm contractually shall sign the Bid/Bidder Certification Sheet (Attachment 1). The signature must indicate the title or position that the individual holds in the firm. An unsigned bid may be rejected.

I. A bidder may modify a bid after its submission by withdrawing its original bid and resubmitting a new bid prior to the bid submission deadline. Bidder modifications offered in any other manner, oral or written, shall not be considered.

J. A bidder may withdraw their bid by submitting a written withdrawal request to the Authority, signed by the bidder or an authorized agent. A bidder may thereafter submit a new bid prior to the bid submission deadline. Bids may not be withdrawn without cause subsequent to bid submission deadline.

K. Upon bid opening, all documents submitted in response to this solicitation will become the property of the State of California and may be subject to the California Public Records Act (Government Code section 7920 et seq.). This includes any contact information within the documents, including that of references. Additionally, to the extent that a bidder believes its bid contains trade secret or proprietary information intended to be confidential, it is the bidder’s responsibility to identify and redact such information. A separate redacted copy of the bid must be submitted along with the original unredacted bid, and it will be the bidder’s responsibility to defend any redactions should a requester dispute them under the Public Records Act. In the absence of a pre-redacted bid, the Authority will treat the entire bid as a public record, except any information the Authority is required to redact under California law.

L. The Authority may modify this IFB prior to the date fixed for submission of bids by the issuance of an addendum.

M. Bidders are cautioned to not rely on the Authority during its evaluation process to discover and report to the bidder any defects and errors in the submitted documents.

Bidders, before submitting their documents, should carefully proof them for errors and adherence to the IFB requirements.

8. Bid Opening

A. For security reasons, if you plan to attend the public bid opening, you must call the contact person indicated on the cover page of this IFB no less than 24 hours prior to the bid opening date and time so that arrangements can be made for entrance into the Authority building.

B. The bid opening shall be held at: Authority Headquarters 770 L Street, Suite 620, Sacramento, CA 95814. At the sole discretion of the Authority this bid opening may be held virtually.

9. Disposition of Bids

A. Upon bid opening, all documents submitted in response to this IFB shall become the property of the State of California, and shall be regarded as public records under the California Public Records Act (Government Code Section 7920 et seq.). However, the contents of all proposals, draft bids, correspondence, agenda, memoranda, working papers, or any other medium which discloses any aspect of a bidder's bid, shall be held in the strictest confidence until notice of award is released. The content of all working papers and discussions relating to a bid shall be held in confidence indefinitely, unless the public's interest is best served by an item’s disclosure because of its direct pertinence to a decision, agreement, or evaluation of a bid.

10. Evaluation and Selection

A. Each bid shall be checked for the presence or absence of required information in conformance with the submission requirements of this IFB.

B. The Authority shall put each bid through a process of evaluation to determine its responsiveness to the published requirements of this IFB.

C. Pursuant to Public Contract Code section 1103, a bidder may be deemed not responsible and their bid may be rejected if they have previously been terminated for cause/breach for the same or similar services at the location designated in this IFB.

D. The Authority reserves the right to reject all bids. The Authority is not required to award an agreement. All bids may be rejected if, in the opinion of the Authority, no bids were received containing a reasonable contract price or if there is another business-based reason not to make an award.

E. Bids that contain false or misleading statements, or which provide references that do not support an attribute or condition claimed by the bidder, may be rejected.

F. A bid may be rejected if it is conditional or incomplete. The Authority may reject any or all bids. At the Authority’s sole discretion, it may seek clarification regarding bid documents or information and may waive any immaterial deviation in a bid. The Authority's waiver of immaterial deviation shall in no way modify the IFB document or excuse the bidder from full compliance with all requirements if awarded the agreement.

The Authority will not waive material deviations in a bid, which include but are not limited to, deviations that affect the total price of the bid, or give a bidder an advantage over other bidders.

G. A bid may be rejected if it contains any alterations of form or other irregularities of any kind. The Authority does not accept alternate contract language from prospective contractors. Bids with such language shall be considered a counter proposal and shall be rejected. The State’s General Terms and Conditions (GTC) are not negotiable. The GTC may be viewed on the internet at: https://www.dgs.ca.gov/OLS/Resources/Page- Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

H. The final selection shall be made on the basis of the lowest responsible responsive bid.

In the event there is a tie, each of the tied bidders shall be contacted by the contact person indicated on the cover page of this IFB regarding a date and time for a flip of a coin. The bidder whose bid was received first shall make the call. Bidders or their authorized representative(s) are allowed to be present for the flip of the coin.

11. Notice of Intent to Award Contract

A. Upon written request by any bidder via email, regular mail, or personal delivery prior to award of the agreement, the Authority shall email bidders and post in a public accessible place, a written notice of intent to award agreement no less than five (5) business days prior to awarding the agreement. All written requests must be submitted to and received by the contact person indicated on the cover page of this IFB prior to award of the agreement.

B. Whenever an agreement is awarded under a procedure which provides for competitive bidding, but the agreement is not to be awarded to the lowest bidder, the Authority shall:

(1). Notify the lowest bidder in writing by email, overnight courier, or personal delivery no less than five (5) business days prior to the award of the agreement.

12. Protest

A. If any bidder, prior to the award of the agreement, files an initial protest with the Authority and the Department of General Services (DGS) on the grounds that the protesting bidder is the lowest responsive responsible bidder, the agreement shall not be awarded until either the protest has been withdrawn or DGS has decided the matter.

B. Within five (5) calendar days after filing an initial protest with the Authority and DGS, the protesting bidder shall file a full and complete written statement with the Authority and DGS specifying the grounds for the protest, including: the IFB number, the name of the State agency involved, and the agency contract person.

C. A written protest must be sent by email to DGS, Office of Legal Services (OLS) at OLSProtests@dgs.ca.gov, as well as the Contract Analyst listed on the cover letter of this IFB.

13. Notice of Contract Award

A. The Authority shall email or mail bidding contractors a written notice of contract award.

14. Standard Conditions of Service

A. Following the release of the written notice of contract award, the Authority shall email or mail the awarded contractor a prepared contract for signature that includes a cover letter instructing the awarded contractor on how to proceed. The cover letter may request that additional information and/or required documents be provided by the awarded contractor before the agreement can be fully executed.

mailto:OLSProtests@dgs.ca.gov

B. Services shall not begin prior to the express date set by the Authority after all approvals have been obtained and the agreement is fully executed. Should Contractor fail to commence work at the agreed upon time, the Authority, upon five (5) days written notice to Contractor, reserves the right to terminate the agreement. In addition, Contractor shall be liable to the Authority for the difference between Contractor’s bid price and the actual cost of performing work by the second lowest bidder or by another Contractor.

C. All performance under the agreement shall be completed on or before the termination date of the contract.

D. No oral understanding or agreement shall be binding on either party.

15. Required Documents (Awarded Contractor)

A. Prior to approval of the agreement, the awarded contractor shall provide the Authority with all of the following required documents within ten (10) calendar days after the contract has been forwarded to the awarded contractor for signature. If the awarded contractor fails to provide the Authority with all of the following required documents within the above specified number of calendar days after the contract has been forwarded to the awarded contractor for signature, the Authority at its sole discretion may deem the awarded contractor as non-responsive and may rescind the contract award:

(1). Contractor Certification Clauses

a. The awarded contractor shall sign and submit to the Authority, page one

(1) of the Contractor Certification Clauses (CCC 04/2017) which can be found on the Internet at: https://www.dgs.ca.gov/OLS/Resources/Page- Content/Office-of-Legal-Services-Resources-List-Folder/Standard- Contract-Language.

(2). Insurance Requirements

a. The awarded contractor shall provide the Authority with all of the following certificate(s) of insurance (Note: The Authority shall not be responsible for any premiums or assessments on insurance policies):

1. Commercial General Liability

A. Coverage shall provide limits of not less than $1 million per occurrence for bodily injury and property damage liability combined. The policy shall include coverage for liabilities arising out of premises operations, independent contractors, products/completed operations, personal and advertising injury and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

B. The insurance policy shall include the following additional insured endorsement that shall be supplied under form acceptable to DGS, Office of Risk and Insurance Management (ORIM):

(1). The State of California, its officers, agents and employees are included as additional insured, but only with respect to work performed for the State of California.

2. Automobile Liability Insurance

A. By signing this Agreement, the Contractor certifies that the Contractor and any of their employees or subcontractors using a vehicle in the performance of work under this Agreement possesses valid automobile liability coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The Authority reserves the right to request proof at any time.

3. Professional Liability

A. Coverage shall provide limits of not less than $1 million per occurrence and $1 million in the aggregate, covering any damages caused by a negligent error, act, or omission.

B. By signing the agreement, the awarded contractor certifies that the carrier of any professional liability insurance required in the performance of the agreement has knowledge of the awarded contractor’s extension of services to the Authority.

16. Bid Preference(s)

A. The following preferences are applicable to this IFB:

(1). Small Business (SB) or Microbusiness (MB) Preference

a. Government Code section 14835 et seq. requires that a five percent (5%) preference be given to contractors who qualify as a certified SB or MB.

References to small business (SB) shall also include micro-business (MB).

b. To claim the SB preference, your company/firm must have its principal place of business located in California and be certified by the California Department of General Services (DGS). If prospective Contractor is claiming the five percent (5%) SB preference, complete section 15 of Attachment 1 – Bid/Bidder Certification Sheet.

c. This preference shall not be applied to any bid deemed non-responsive and shall not be used to achieve any applicable minimum requirements.

d. A certified SB bidder(s) shall have precedence over non-SB bidder(s) in the application of the SB preference.

e. SB Preference information can be found at the following internet web site:

https://www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro- Accordion-List/OSDS/OSDS?search=OSDS.

(2). Non-Small Business (Non-SB) Preference

a. Non-SB preference information can be found at the following internet web site: http://www.dgs.ca.gov (Note: Non-SB Preference cannot displace a direct award to a California certified Small Business or a California certified Micro Business).

(3). Target Area Contract Preference Act (TACPA)

a. TACPA preference information can be found at the following internet web site: https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement- Division-Services-List-Folder/Request-Target-Area-Contract- Preference(Note: Only California certified Small Business bidders and California certified Micro Business bidders can use a TACPA preference to displace another California certified Small Business bidder or California certified Micro Business bidder).

https://www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion-List/OSDS/OSDS?search=OSDS https://www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion-List/OSDS/OSDS?search=OSDS http://www.dgs.ca.gov/ https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-Target-Area-Contract-Preference https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-Target-Area-Contract-Preference https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-Target-Area-Contract-Preference

DO NOT COMPLETE OR SUBMIT WITH YOUR BID!

SAMPLE

EXHIBIT A

BACKGROUND AND PURPOSE

1. The California High-Speed Rail Authority (Authority) is responsible for planning, designing, building, and operating the first high-speed rail system in the nation. California high-speed rail will connect the mega-regions of the state, contribute to economic development and a cleaner environment, create jobs, and preserve agricultural and protected lands. When it is completed, trains will run from San Francisco to the Los Angeles basin in under three hours at speeds capable of over 200 miles per hour. The high-speed rail system will eventually extend to Sacramento and San Diego, totaling 800 miles with up to 24 stations. In addition, the Authority is working with regional partners to implement a statewide rail modernization plan that will invest billions of dollars in local and regional rail lines to meet the State’s 21st century transportation needs.

2. The California High-Speed Rail Authority may enter into agreements with private and public entities for design, construction, and operation of high-speed rail trains, including all tasks and segments thereof pursuant to California Public Utilities Code section 185036. Additional authority for a State agency to enter into this Agreement (Agreement) includes Public Contract Code section 10335, et seq.

3. This Agreement is between the California High-Speed Rail Authority (Authority and/or State), an agency of the State of California, and [Contractor Name] a [form of entity] (Contractor). The Authority and Contractor are collectively referred to herein as the “Parties,” or individually as “Party.” The purpose of this Agreement is for the Contractor to provide services, as described in Background and Purpose, Section 2 of this Exhibit A, to the Authority.

4. All inquiries during the term of this Agreement will be directed to the Contract Managers identified below:

AUTHORITY CONTRACTOR

Contract Manager:

TBD

Contract Manager:

TBD

Address:

TBD

Address:

TBD

Phone:

TBD

Phone:

TBD

Email:

Email:

5. The Contract Managers may be changed without amendment as specified in Exhibit D, Section 2 of this Agreement.

SCOPE OF WORK

1. Contractor’s Full Business Name (to be completed by the Authority), hereinafter referred to as the Contractor, agrees to provide the Authority all labor, tools, materials, and equipment necessary to perform Virtual Electronic Reporting and Electronic Transcription services for virtually held Authority Board Meetings for the term of this Agreement.

2. The services shall be performed virtually.

3. The services shall be performed virtually during regular business hours, Monday through Friday; 8:00 AM to 5:00 PM, unless prior approval is obtained from the ACM. All work dates and times must be pre-approved by the ACM before work is performed.

4. Detailed description of work to be performed and duties of all parties:

A. General

(1). Transcript Service Requests

a. The ACM shall provide the Contractor with a five (5) to seven (7) business day advance notification by telephone or in writing when requesting Virtual Electronic Reporting and Electronic Transcription services.

b. The Contractor shall have personnel available to respond to Authority telephone calls and emails during regular business hours, Monday through Friday between 8:00 AM and 5:00 PM.

c. The ACM will provide the Contractor a Microsoft Teams or Zoom invitation to the board meetings including the agenda, roll call sheets, and the Board Secretary’s script two (2) to three (3) days leading up to the board meeting date.

(2). Responsibilities of the Contractor

a. Electronic Transcription Preparation Criteria

1. Electronic transcripts shall be prepared in accordance with the following criteria, unless otherwise stated by the ACM:

A. A minimum of twenty-five (25) text lines per page.

B. Five (5) space indents, including exhibit listings.

C. 1½ inch margins (a minimum of fifty-six [56] characters per line unless time-stamping is used, in which case no fewer than fifty-two [52] characters per line).

D. Attachments shall be maintained by the Authority and not released to the Contractor.

E. The title page shall contain the type of proceeding, date, location of the proceeding, and virtual electronic reporter and electronic transcriptionist’s names.

F. The appearance page shall list the name of the panelists which include Board Members, Authority staff, presenters, and public commenters.

G. The beginning time of the proceeding shall be noted at the top of the first page of text, and the concluding time shall be noted on the last page after the last line of text.

b. Transcript Production

1. The Contractor shall perform transcription of requested Authority proceedings with an accuracy rate of 99% or higher.

2. The ACM will provide the Contractor a link to the online video of the Authority’s board meeting once it is published. The electronic transcriptionist will notate and include Board Member votes that were provided as a gesture in place of a verbal response in the electronic transcript.

3. Electronic transcripts shall be provided in Microsoft Word Document (MS Word) format as drafts for ACM’s review. Final electronic transcripts shall be produced in Portable Document Format (PDF) using current state of the art software with the latest virus control measures in place. The Contractor shall provide the draft electronic transcripts in MS Word format and final electronic transcripts in PDF format made available either via encrypted email delivery, File Transfer Protocol (FTP), or a secure website.

A. Electronic transcripts shall be in PDF, American Standard Code for Information Interchange (ASCII), or as otherwise specified.

B. Electronic transcripts shall be compatible with the Authority office standard software.

C. The finished transcript shall be signed and dated by the Contractor’s virtual electronic reporter and electronic transcriptionist.

4. Submission

A. The Contractor shall submit the draft of the electronic transcripts to the ACM for review no later than ten (10) business days following the completion of the transcribed proceeding.

B. For board meetings conducted over a two (2) to three (3) business-day period, the Contractor shall submit electronic transcripts to the ACM for review no later than fifteen (15) business days following the completion of the transcribed proceeding.

C. Failure to meet electronic transcript submission schedules will result in the Contractor absorbing the electronic transcription fee.

5. Accuracy

A. The Contractor is responsible for ensuring the accuracy of all transcripts prior to delivery to the Authority.

B. The Contractor shall review all final transcripts for identification and correction of critical errors, proper transcript format, and page numbers.

C. The Contractor shall have a quality assurance process, which includes at a minimum, utilizing “spell check” and editing transcripts to eliminate critical errors as defined below.

D. Critical Errors are defined as follows:

(1). Incorrect text, including typographical errors;

(2). Missing text;

(3). Incorrect use of words;

(4). Incorrect page numbering; and

(5). Incorrect names, titles, organization names, etc., that impact the accuracy and credibility of the transcript.

(6). This definition does not include differing styles of punctuation and capitalization that do not impact the credibility of the transcript. If an error is found that is not described above, the ACM shall determine whether the error is material or immaterial.

E. In the event errors are discovered, the Contractor shall send a letter of correction to all parties concerned, within three (3) business days of notification by the Authority. Correction shall be at no additional cost to the Authority. The ACM shall determine whether the transcriptions received have been less than 98% accurate on more than two (2) consecutive instances. Penalties may be assessed to the Contractor in an amount not to exceed the full cost of the electronic transcription service fee.

c. Report to Work

1. Virtual electronic reporters must attend virtual board meetings no later than thirty (30) minutes prior to the meeting’s start time and remain until its completion, as required by the ACM.

2. Virtual electronic reporters shall use a recording device for all assignments. They may also request a copy of the Authority's recording to override difficulties such as:

A. Poor audio quality;

B. Strong accents and dialects of meeting speakers;

C. Specialized technical jargon;

D. Multiple speakers in fast-paced conversations and overlapping speech;

E. Equipment malfunction;

F. Power outage; and

G. Poor or loss of internet connection.

d. Meetings

1. The ACM and the Contractor shall attend a meeting on a mutually agreed upon day and time, within one (1) week after the execution of the Agreement.

2. Additional meetings may be scheduled at the request of either the ACM or the Contractor. Should either party request a meeting, the other party shall respond via email or phone call within forty-eight (48) hours with an agreed upon day and time, to take place within one (1) week.

e. Staffing and Organization

1. The Contractor is required to have access to personnel with appropriate skills to perform the tasks set forth in this Scope of Work.

2. The Contractor shall include resumes of the personnel that will perform under this Agreement. The Contractor shall identify certification and performance limitations of substitute personnel prior to the proceeding. Resumes shall include the following information:

A. Total number of years of experience;

B. List of licenses and certifications and their corresponding identifiers;

C. Summary of similar work performed for each proposed service; and

D. Type of transcriptions performed (i.e., board meetings, hearing, deposition, etc.).

3. Agreement terms do not permit personnel substitution without prior approval of the ACM. However, personnel availability may be subject to change without notice; therefore, personnel substitutes shall possess equal or greater resume qualifications.

4. The Authority reserves the right to reject any proposed personnel at any time.

f. Maintenance of Records

1. Record Maintenance Retrieval

A. The Contractor agrees to maintain the security of all shorthand notes, audio recordings, electronic transcripts, and correspondence. The Contractor shall retain all notes (e.g., paper and electronic files) throughout the term of the Agreement. Storage of said records must be maintained in a secure environment. Copies of electronic files must be stored in a separate backup facility.

B. The Contractor shall provide an electronic transcript, upon request, at any time throughout the term of the Agreement, regardless of whether the virtual electronic reporter and/or electronic transcriptionist is available. An order for an electronic transcript can be placed via phone, U.S. mail, or email.

C. Requested electronic transcripts must be provided to the Authority within three (3) to five (5) business days. The Contractor shall provide expedited electronic transcription retrieval, upon request, that may include the same or next business day service.

2. Transcript Confidentiality

A. The Contactor shall be bound to strict confidentiality pertaining to performed transcripts. Any violation discovered in this area shall be subject to legal action and/or termination of this Agreement.

B. The Contractor shall notify the Authority of any security incident(s) immediately upon discovery via phone and follow up with electronic correspondence.

3. Transcript Ownership

A. The Authority maintains ownership of any transcripts prepared. Any transfer or sale of transcripts is strictly prohibited without the express written permission of the

ACM.

g. Additional Fees

1. Virtual Appearance Fees

A. Virtual Appearance Fees with "per diem" when referring to the fee paid to the virtual electronic reporter for the time spent reporting the proceedings electronically. This also refers to the fee paid to the reporter for appearing at proceedings where no services are rendered because the proceeding does not go forward.

B. Virtual Electronic Reporter services cancelled by 5:00 PM the business day prior to the scheduled proceeding shall not incur a Virtual Appearance Fee. The Contractor shall be reimbursed for services cancelled on the day of the scheduled proceeding in half and full day increments pursuant to Attachment 2 – Cost Sheet. The Contractor shall not bill for electronic transcription fees unless ordered by the

ACM.

2. Notary Fees

A. Notary fees are not applicable to this Agreement.

3. Expert Witness

A. Expert Witness fees are not applicable to this Agreement.

4. Postage and Handling

A. Postage and handling are not applicable to this Agreement.

B. Notice to Proceed

(1). The Authority will issue a Notice to Proceed (NTP) to the Contractor to commence work after the execution of the Agreement by both Parties. No Work shall be initiated by the Contractor prior to execution of the Agreement and the NTP has been provided by the ACM.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Budget Contingency Clause

A. It is mutually agreed that this Agreement shall be of no further force and effect if the Budget Act of the current year and/or any subsequent years, if applicable, covered under this Agreement does not appropriate sufficient funds for the Work identified in Exhibit A. In this event, the Authority shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and the Contractor shall not be obligated to perform any provision of this Agreement.

B. After execution or commencement of this Agreement, if the funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Project, the Authority shall have the option to either: 1) cancel this Agreement with no further liability occurring to the Authority; or 2) offer an amendment to the Agreement to reflect the reduced amount.

C. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government or the California State Legislature for the purpose of this Authority program. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the United States of America or California State Legislature during the Agreement term, that affects the provisions, terms, or funding of this Agreement in any manner.

2. Invoice and Payment

A. For services satisfactorily rendered in accordance with the terms of this Agreement, and upon receipt and approval of the invoices by the ACM, the Authority agrees to compensate the Contractor for actual hours worked in accordance with Attachment 2 – Cost Sheet. Rates shall not exceed the rates identified in Attachment 2 – Cost Sheet.

B. No payment shall be made in advance of services rendered.

C. The total amount payable by the Authority for this Agreement shall not exceed the amount on the STD 213. It is understood and agreed that this total is the maximum amount payable to the Contractor and that the actual amount of Work requested by the Authority, and payment therefor, may be less.

D. The Contractor shall provide one (1) electronic original copy of the invoice for payment.

Invoices shall be submitted no more than monthly in arrears and no later than thirty (30) days after completion of each billing period or upon completion of a task to:

Financial Office California High-Speed Rail Authority

770 L Street, Suite 620 MS 3 Sacramento, CA 95814 accountspayable@hsr.ca.gov

AND

mailto:accountspayable@hsr.ca.gov

E. The Contractor shall also electronically submit one (1) additional courtesy copy of the invoice and supporting documentation to the Authority’s Contract Manager or designee at the email address identified in Exhibit A, Background and Purpose, Subsection 4.

F. If requested by Authority, Contractor shall provide paper copies of the invoice for payment, receipts and other documentation identified in Section 3, Invoice Content, of this Exhibit B.

G. The date of invoice delivery shall be the date the Authority receives the electronic original copy to the Financial Office at the email address listed in Section 2, Invoice and Payment, Subsection D, of this Exhibit B.

3. Invoice Content

A. An invoice shall consist of, but not be limited to, the following:

(1). General information as indicated within this Agreement:

a. Contractor’s name

b. Address

c. Telephone number

d. Email address

e. Dates of services rendered

f. Proceeding title

g. Brief description of services rendered

h. Agreement number

i. Date prepared

j. Billing period

k. Transcription service performed, cost per page, number of pages transcribed, and virtual appearance fees as identified in Attachment 2 – Cost Sheet. Each invoice shall include both actual and cumulative quantity of service requests performed to date.

l. The name, address, and telephone number of the ACM indicated within this Agreement.

m. If applicable, the dates within the billing period that the Contractor failed to render required services.

(2). If applicable, an indication if the Contractor is certified as a California Certified Small Business (SB), Microbusiness (MB), or Disabled Veteran Business Enterprise (DVBE).

(3). The Contractor shall retain supporting documentation of amounts invoiced for audit purposes available to the Authority upon request.

(4). The Postconsumer-Content Certification Form, CalRecycle Form 74.

(5). The Contractor shall report in its invoice to the Authority on a monthly basis the percentages of recycled products used for reportable purchases under the State Agency Buy Recycled Campaign (SABRC) pursuant to California Public Contract Code sections 12200 through 12217.

4. Prompt Payment Clause

A. Payment will be made in accordance with, and within the time specified in, Government Code section 927, et seq. The date of invoice delivery shall be the date the Authority receives the electronic original at the email address listed in Section 2 of this Exhibit B.

5. Excise Tax

A. The State of California is exempt from federal excise taxes, and no payment will be made for any federal excise taxes levied on the Contractor. The Authority will only pay for any State or local sales or use taxes on the services rendered to the Authority pursuant to this Agreement. For clarification on excise tax exemptions, refer to the State Administrative Manual section 3585.

6. Invoice Disputes

A. Payments shall be made to the Contractor for undisputed invoices. An undisputed invoice is an invoice submitted by the Contractor for services rendered and for which additional evidence is not required to determine its validity. The invoice will be disputed if all deliverables due for the billing period have not been received and approved, if the invoice is inaccurate, or if it does not comply with the terms of the Agreement. If the invoice is disputed, the Contractor will be notified via a Dispute Notification Form, or with other written notification within fifteen (15) Working Days of receipt of the invoice;

the Contractor will be paid the undisputed portion of the invoice.

EXHIBIT C

GENERAL TERMS AND CONDITIONS

GTC 02/2025

Under the California High-Speed Rail Authority’s standardized agreement process, a hardcopy of Exhibit C, GTC 02/2025, is not included in the Agreement but is incorporated herein by reference. As indicated on the STD 213, a copy of Exhibit C can be found at the Department of General Services State Contract Language Page.

If you do not have internet access, or otherwise cannot access the GTC 02/2025, please contact the Contracts and Procurement Branch below to receive a copy:

Contracts and Procurement Branch

(916) 324-1541

770 L Street, Suite 620 MS 7 Sacramento, California 95814 contracts@hsr.ca.gov http://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language http://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language mailto:contracts@hsr.ca.gov

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Term

A. The term of this Agreement is as identified in Section 2 of the Standard Agreement

(STD 213).

2. Contract Management

A. The Contractor’s Contract Manager is responsible for the day-to-day Work status, decisions, and communications with the Authority’s Contract Manager. The Contractor may change its Contract Manager by giving written notice to the Authority, but the Authority reserves the right to approve any substitution of the Contract Manager. This approval shall not be unreasonably withheld.

B. There shall be no change in the Contractor’s Contract Manager or roster of personnel with resumes included in the Contractor’s bid that will perform services under this Agreement without prior written approval by the Authority’s Contract Manager. Approval shall not be unreasonably withheld. If the Contractor obtains approval from the Authority’s Contract Manager to add or substitute personnel, the Contractor must provide the Personnel Request Form (to be obtained from the Authority’s Contract Manager) or written request on the Contractor’s letterhead, a copy of the resume for the additional or substituted personnel.

C. The Authority, at its sole discretion, may provide written notice requiring that the

Contractor remove or terminate from the Agreement any personnel of the Contractor that the Authority deems objectionable.

D. The Authority may change its Contract Manager at any time by giving written notice to the

Contractor without an amendment.

3. Subagreements

A. Subcontracting is not allowed under this agreement.

4. Confidentiality of Data

A. All financial, statistical, personal, technical, or other data and information relative to the Authority’s operations, which is designated confidential by the Authority and made available to the Contractor in order to carry out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure. The Contractor shall implement appropriate measures designed to ensure the confidentiality and security of all data and information designated confidential by the Authority, protect against any anticipated hazards or threats to the integrity or security of such information, protect against unauthorized access or disclosure of information, and prevent any other action that could result in substantial harm to the Authority, or an individual identified within the data.

B. The Contractor shall protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates.

C. The Contractor agrees to store all Authority data, including backup data as part of its backup and recovery processes, in encrypted form, using no less than 128 bit-key.

D. Permission to disclose information on one occasion or during a public hearing held by the Authority relating to this Agreement shall not authorize the Contractor to disclose further such information or disseminate the same on any other occasion.

E. The Contractor shall not comment publicly to the press or any other media regarding this

Agreement or the Authority’s actions on the same, except to the Authority’s staff, Contractor’s own personnel, affiliates, and vendors, involved in the performance of this Agreement, at public hearings, or in response to questions from a Legislative Committee.

F. The Contractor shall not issue any news release or public relations item of any nature whatsoever regarding Work performed or to be performed under this Agreement without prior review of the contents thereof by the Authority and receipt of the Authority’s written permission.

G. The Authority may reasonably request that the Contractor protect the confidentiality of certain data in a specified manner to ensure that confidentiality is maintained. The Contractor has the right to reasonably decline the Authority’s request. In the event that such a request requires the Authority to take steps beyond those otherwise required by this Section 4 in order for the Contractor to comply, the Contractor shall notify the Authority as to the cost of compliance, and the Authority may thereafter, in its sole discretion, direct the Contractor to take such steps.

H. Upon the expiration or earlier termination of this Agreement, Contractor shall (a) destroy all forms of Confidential Information (as defined in Section 5.B below) of the Authority, including any and all copies thereof, and those portions of…