2-Model Agreement (2025-10).pdf

MODEL A

GREEEMENT

MODEL AGREEMENT

BETWEEN

SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES

AND

[___CONTRACTOR NAME___]

AGREEMENT # ____________

CONTRACT SUM

(Not-to-exceed amount):

GOODS/SERVICES:

COMMENCES:

TERMINATES:

OPTION TERMS:

Model Agreement (rev. 2025-10) Page 1 of 51

MODEL AGREEMENT

1. In this Agreement, the term “Contractor” refers to [Contractor name], and the term “Court” refers to the Superior Court of California, County of Los Angeles.

2. This Agreement is effective _____ (“Effective Date”) through_______ (“Expiration Date”). The

Agreement may be extended by mutual consent of the Court and Contractor upon the same terms and conditions set forth herein up to ___ times for ___ periods, through ______ (“Extension Term”), upon the execution of an Amendment. The Agreement may also be extended for a maximum of six

(6) months, in any increment, by mutual consent of the Court and Contractor (“Monthly Term”), upon the execution of an Amendment.

3. The maximum amount the Court shall pay Contractor under this Agreement is not to exceed

4. The purpose of this Agreement is: __________________________________________________.

(The purpose listed here is for administrative reference only and is not intended to define or limit the scope or extent of this Agreement.)

5. Contractor was selected through a competitive procurement process for the provision of the described goods and/or services. (Name of solicitation document).

6. The parties agree that this Agreement, made up of this Standard Agreement and the Exhibits listed below and any referenced attachments (“Contract Documents”), contains the parties’ entire understanding related to the subject matter of this Agreement and is mutually binding on the parties in accordance with its terms.

Exhibit A or A1 – Statement of Work Exhibit A2 – Selected Portions of Contractor’s Proposal Exhibit B – Payment Provisions and Invoicing Procedures Exhibit C – Standard Business Terms and Conditions Exhibit D – IT Terms and Conditions

It is the intention of both parties that all Contract Documents be read and construed as a unified whole whenever possible. However, in the event of a conflict between the terms of the Contract Documents, the following order of precedence shall govern and determine which terms prevail:

1. Standard Agreement

2. Exhibit A or A1 – Statement of Work

3. Exhibit B – Payment Provisions and Invoicing Procedures

4. Exhibit C – Standard Business Terms and Conditions

5. Exhibit D – IT Terms and Conditions

6. Exhibit A2 – Selected Portions of Contractor’s Proposal

Model Agreement (rev. 2025-10) Page 2 of 51

Any Amendments to this Agreement, starting with the most recent, shall take precedence over existing Contract Documents. In the event of a conflict between an Amendment and the terms of any other Contract Document, the terms of the Amendment shall prevail.

7. Insurance. Contractor must procure and maintain the insurance coverage as specified below. Exhibit

C (Court Standard Business Terms and Conditions), Sections 20.1 and 20.2 describe the Court’s specific insurance requirements.

☐ Exhibit C, Section 20.1 Insurance Requirements – General Coverage

☐ Exhibit C, Section 20.2 Insurance Requirements – Specific Coverages

☐ Workers Compensation/Employer’s Liability

☐ Commercial General Liability

☐ $1 million per occurrence and $2 million annual aggregate

☐ $2 million per occurrence and $4 million annual aggregate

☐ $5 million per occurrence and $5 million annual aggregate

☐ Commercial Automobile Liability

☐ Professional Liability

☐ $1 million per occurrence and $2 million annual aggregate

☐ $2 million per occurrence and $4 million annual aggregate

☐ Sexual Misconduct

☐ Commercial Crime

☐ Contractor’s Pollution Liability

☐ Cyber Liability ☐ Technology Professional Liability Error & Omissions

☐ Builders Risk/Installation

☐ Contractor’s Equipment

Insurance certificates shall be provided to Ebix, the Court’s insurance compliance and tracking provider, by using one of the methods listed below:

By email to lacourt@ebix.com; or By fax to (770) 325-2046

8. CONTRACT ADMINISTRATION

PROJECT DIRECTORS: See Exhibit C, Section 11 for roles and responsibilities of Project Directors.

COURT: CONTRACTOR:

Name, Title Name, Title

Address Address

City, State, ZIP City, State, ZIP

Phone # Phone #

E-Mail E-Mail

Model Agreement (rev. 2025-10) Page 3 of 51

PROJECT MANAGERS: See Exhibit C, Section 11 for roles and responsibilities of Project Managers.

COURT: CONTRACTOR:

Name, Title Name, Title

Address Address

City, State, ZIP City, State, ZIP

Phone # Phone #

E-Mail E-Mail

COURT’S CONTRACT ANALYST: See Exhibit C, Section 11 for role and responsibilities of Court’s Contract Analyst:

COURT:

Name, Title

Address

City, State, ZIP

Phone #

E-Mail

9. NOTICES: All contract specific correspondence, notices or demands required or permitted to be given or made under this Agreement shall be in writing, submitted by email, or by registered mail, or certified mail and shall be addressed to the Court and Contractor Project Directors, Project Managers, and Contract Analyst listed above, unless otherwise provided.

10. Public Works / Prevailing Wages. This Agreement is for a Public Work. Contractor, and all its subcontractors, must comply with all applicable Prevailing Wage rules and regulations. Please see Exhibit C, Section 26.

11. Contractors performing work that impacts building materials assumed to contain asbestos or lead and/or work that may compromise the fire rating of walls and/or doors including, but not limited to, the installation or modification of electrical, low voltage wiring/cabling, conduit, equipment/hardware devices, electric strikes/door hardware, and security/audio/visual equipment shall comply with the following terms and conditions:

a. Potential Asbestos and Lead Work. Contractor shall not commence any work impacting building material assumed to contain asbestos or lead until an Asbestos and Lead Work Permit (ALWP-1) is completed by the contractor and submitted as part of an Asbestos and Lead Management Plan.

The Asbestos and Lead Management Plan will need to be approved by the Judicial Council of California (JCC), building proprietor and/or the Court. Contractor is responsible for ensuring that all contractor employees, workers, and sub-contractors perform all work in alignment with the approved Asbestos and Lead Management Plan while adhering to all Local, State, and Federal laws and guidelines.

b. Potential Fire Rating Work. Contractor shall not commence any work impacting any surface assumed to be fire rated until approval is received from the JCC, building proprietor and/or the Court. Such approval may require, among other things, submission of detailed plans, fire blocking assembly cut sheets and the State Fire Marshal approval of desired scope of work.

Model Agreement (rev. 2025-10) Page 4 of 51

12. Contractors awarded a public works contract involving an expenditure in excess of twenty-five thousand dollars ($25,000) shall, before commencement of work, give a payment bond to and approved by the Court.

13. Cooperative Agreement (“Piggybacking”):

This Agreement is the result of an open, competitive procurement (#____________) process conducted in accordance with the California Judicial Branch Contract Law and Contracting Manual.

The provisions and pricing of this Agreement may be extended to other California government agencies. A government agency wishing to utilize the provisions and pricing of this Agreement will be responsible for issuing its own purchase documents and making any and all payments relative to its agreement. Any participating government agency is responsible for obtaining its own certificates of insurance and any required performance bonds. The Court makes no guarantee to other government agencies that may utilize the provisions or pricing of this Agreement. By utilizing the provisions or pricing of this Agreement, the participating government agency agrees to hold the Court harmless from all claims, demands, or actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the utilization of the provisions or pricing of this Agreement. The Court makes no guarantee to Contractor that any other government agency will make use of the provisions or pricing of this Agreement.

14. Economic Sanctions. Contractor certifies that Contractor is: (i) in compliance with economic sanctions imposed pursuant to applicable laws by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law (collectively, “Economic Sanctions”); and

(ii) not a target of Economic Sanctions. The Court may, at its sole discretion, suspend and/or terminate this Agreement upon written notice to Contractor if Contractor is not in compliance with, or is a target of, Economic Sanctions.

Model Agreement (rev. 2025-10) Page 5 of 51

AUTHORIZATION PAGE

IN WITNESS THEREOF, the Superior Court of California, County of Los Angeles has caused this Agreement to be subscribed by its Executive Officer/Clerk of Court or authorized designee, the seal of said Court is hereto affixed, and Contractor Name has caused this Agreement to be subscribed on its behalf by its duly authorized officer.

SUPERIOR COURT OF CALIFORNIA,

COUNTY OF LOS ANGELES

By: ________________________________________Date:_______________

DAVID W. SLAYTON

Executive Officer/Clerk of Court

(CONTRACTOR NAME)

By: ________________________________________Date:_______________

(CONTRACTOR’S PRINCIPAL)

(Title)

Model Agreement (rev. 2025-10) Page 6 of 51

EXHIBIT A

STATEMENT OF WORK

The Statement of Work from the Bid/RFP will be included here.

Selected portions of the awarded vendor’s proposal may also be included in the Statement of Work.

END OF EXHIBIT A

Model Agreement (rev. 2025-10) Page 7 of 51

EXHIBIT B

PAYMENT PROVISIONS AND INVOICING PROCEDURES

1. Compensation

A. Contract Sum

(1) The Contract Sum shall be the maximum total monetary amount payable by the Court to Contractor for supplying all the tasks, deliverables, services, and other work specified under this Agreement. The total Contract Sum for the initial term of the Agreement shall not exceed $ Total Contract Value. The total annual Contract Sum shall not exceed $ Annual Contract Value and shall be paid as set forth in this Exhibit B.

(2) Fees. Contractor shall provide all goods and services at the rates set forth in Subsection B (Pricing and Billing Schedule) of this Exhibit. The Court shall have no obligation for payment of fees for any goods or services provided by Contractor except for those which are satisfactorily completed and expressly authorized pursuant to this Agreement.

(3) The total amount that Court may reimburse Contractor for travel related expenses shall not exceed $ XXX.00.

B. Pricing and Billing Schedule

Contractor shall provide the required goods or services for the Court at the rate(s) set forth below:

*** Specific pricing information to be included here ***

2. Miscellaneous Provisions

A. Compensation for Allowable Business-Related Travel Expenses

(1) Contractor travel expenses are reimbursable only if this Agreement specifically provides for the reimbursement of travel-related expenses and prior written approval of such expenses by the Court’s Project Director or Manager is obtained.

The Court’s policies and limits on reimbursable expenses, set forth in the Judicial Branch Travel Guidelines, shall apply. Contractor shall be reimbursed only for

Model Agreement (rev. 2025-10) Page 8 of 51 actual expenses not to exceed the limits set forth in the Judicial Branch Travel Guidelines.

(2) The Travel Guidelines can be found on the following web page:

https://www.lacourt.ca.gov/pages/lp/procurement/cp/additional-resources-and-information

(3) Invoicing Requirements for Travel Reimbursement: Contractor must provide copies of receipts and invoices for reimbursement of approved travel expenses.

The Court will not pay travel expenses that have not been authorized in writing.

B. The Court shall not reimburse any Contractor expenses for staff time or overtime spent performing services or for any time spent to provide information for Court audits or billing inquiries.

3. Invoices and Payments

A. Submitting Invoices

(1) Contractor shall invoice the Court at the rates set forth in this Exhibit B.

(2) Contractor shall bill the Court within the first twenty-five (25) calendar days of the month for goods and services provided the preceding month.

(3) All invoices shall be subject to the Court’s written approval. Contractor shall prepare invoices, in the detail specified below in Subsection 3.B.(5) using mutually agreeable formats, for charges owed to Contractor by the Court as provided in this Exhibit B.

(4) Contractor shall submit all invoices for approval to the Court’s Project Director.

(5) Immediately upon approving Contractor’s invoice(s), the Court’s Project Director shall forward all such invoice(s) for review and processing for payment to:

Financial Services Administration – Accounts Payable Superior Court of California County of Los Angeles 312 North Spring Street, Room 910

Los Angeles, California 90012 askaccountspayable@lacourt.org

B. Payment Conditions

(1) The Court shall pay Contractor as per this Exhibit B within thirty (30) days of receiving a correct and proper invoice from Contractor, provided that Contractor is not in violation of or default under any provision of the Agreement and has submitted a complete, accurate, and approved invoice.

Model Agreement (rev. 2025-10) Page 9 of 51

(2) Payment for services rendered shall be made upon the Court’s approval of invoices submitted and may be reduced at the Court’s sole discretion for Contractor’s failure to provide services as specified in the Agreement. The Court may deduct up to ten percent (10%) from invoice amount for each month a failure incurs and until such errors are satisfactorily corrected.

The aggregate of all amounts withheld pursuant to Subsection 3.B.(2) shall be paid to Contractor by the Court in one lump sum payment the earlier of 1) the parties’ agreed upon resolution of the matter(s) for which withholding was prompted or 2) within sixty (60) days from the termination date of this Agreement, upon completion of all corrective measures required.

(3) Only if this Agreement specifically provides for the making of progress payments to Contractor, the Court shall make the progress payments in arrears not more frequently than monthly and at the successful completion of the clearly identifiable project milestones, which Contractor must successfully achieve as indicated in the Agreement. An amount no less than 10 percent of the amount of each installment may be withheld from each progress payment pending final completion of the work, or, if the Agreement consists of the performance of separate and distinct tasks as distinct from milestones, upon completion of that task.

(4) The cumulative total of such invoices shall not exceed the Contract Sum stated in Section 1 (Compensation) of this Exhibit.

(5) Invoice Detail

Each invoice submitted by Contractor shall include the following information:

a. The Contract number and/or Purchase Order number.

b. The deliverables and associated tasks, subtasks, goods, services, or other work (as described in Exhibit A) for which payment is claimed.

c. Indication of any applicable withhold amount for payments claimed.

d. Indication of any applicable credits due to the Court.

END OF EXHIBIT B

Model Agreement (rev. 2025-10) Page 10 of 51

EXHIBIT C

STANDARD BUSINESS TERMS AND CONDITIONS 4.0

The Court’s “Standard Business Terms and Conditions 4.0” which are posted at:

https://www.lacourt.ca.gov/pages/lp/procurement/cp/doing-business-with-the-court are hereby incorporated by this reference as though fully set forth herein.

END OF EXHIBIT C

NOTE FOR MODEL AGREEMENT:

Exhibit C in the final Agreement will link to the Court Standard Business Terms and Conditions 4.0 on the Court’s website.

For purposes of this MODEL AGREEMENT only, the full set of Court Standard Business Terms and Conditions are attached on the pages that follow for ease of reference.

Model Agreement (rev. 2025-10) Page 11 of 51

STANDARD BUSINESS TERMS AND CONDITIONS 4.0

1. Accounting.

2. Amendment.

3. Assignment; Subcontracting; Successors.

4. Audits; Retention of Records; Ownership of Results.

5. Background Checks; Court Approval of Contractor’s Staff.

6. Changes in Work.

7. Choice of Law; Jurisdiction and Venue.

8. Confidential Information; Publicity.

9. Compensation.

10. Consumer Price Index.

11. Contract and Project Administration.

12. Contractor Certification Clauses.

13. Contractor Status.

14. Default and Remedies.

15. Dispute Resolution.

16. Entire Agreement.

17. Fair Labor Standards Act.

18. Force Majeure.

19. Indemnification.

20. Insurance Requirements.

20.1 General Coverage; or

20.2 Specific Coverages

21. Limitation of Liability.

22. Loss Leader.

23. Minimum Age, Language Skills, and Legal Status of Contractor Personnel at Facility.

24. Modification.

25. Non-Exclusivity.

26. Notices.

27. Prevailing Wages / Public Works.

28. Prior Work.

29. Prohibited Bids for End Product of the Agreement (“Follow-On Contracts”).

30. Public Access to Records and Information.

31. Public Contract Code.

32. Recovery of Court Costs Incurred Due to Poor Performance or Non-Performance.

33. Scope of Work; Acceptance; Rejection.

34. Shipping and Packing Slips.

35. Signatures; Counterparts.

36. Standard of Performance; Warranties.

37. Stop Work.

38. Survival.

39. Termination.

40. Time is of the Essence.

41. Waiver; Severability.

42. Work Site.

43. Miscellaneous Provisions Applicable to Specific Contracting Situations.

Model Agreement (rev. 2025-10) Page 12 of 51

1. Accounting.

Contractor will maintain a system of accounting and internal controls that meets Generally Accepted Accounting

Principles (U.S. GAAP).

2. Amendment.

No modifications, alterations, changes, or waiver to the Agreement or any of its terms shall be valid or binding unless accomplished by a written amendment, signed by both parties, that specifically references and incorporates the terms of the Agreement into the written amendment.

3. Assignment; Subcontracting; Successors.

A. Assignment.

(1) The Court may assign its rights and duties (or subcontract portions of the Agreement) to any other public entity. The Court shall notify Contractor in writing within 30 days following the assignment.

(2) In addition, either party may assign its rights and duties or subcontract portions of the Agreement to a third party, but only if the non-assigning party gives prior written consent to the assigning party. Consent may be withheld for any reason or no reason. If a non-assigning party does consent, the consent will take effect only if there is a written agreement between the assigning/subcontracting party and all assignees/subcontractors, stating that the assignees/subcontractors:

(a) are jointly and severally liable to the non-assigning party for performing the duties in the Agreement of the assigning/subcontracting party;

(b) affirm the rights granted in the Agreement to the non-assigning party;

(c) make the representations and warranties made by the assigning/subcontracting party in the Agreement;

and

(d) appoint the non-assigning party an intended third party beneficiary under the written agreement with the assigning/subcontracting party.

(3) No assignment or subcontract will release either party of its duties under the Agreement.

B. Subcontracting. Contractor may engage a subcontractor to perform any portion of the work, but only with the prior written consent of the Court. Any subcontracting without the Court’s written consent is a material breach of the Agreement. Subcontractors will be subject to the same terms and conditions applicable to Contractor under the Agreement and shall incorporate the Agreement into any subcontracting relationship. Contractor shall be liable for all subcontractor acts or omissions, including indemnity obligations.

C. Successors. The Agreement binds the parties as well as their heirs, successors, executors, administrators, and assignees.

4. Audits; Retention of Records; Ownership of Results.

A. General Audit and Records Provisions. Contractor must allow the Court or its designees to review and audit Contractor’s (and any subcontractors’) documents and records relating to this Agreement, and Contractor (and its subcontractors) shall retain such documents and records for a period of four (4) years following final payment under this Agreement. If an audit determines that Contractor (or any subcontractor) is not in compliance with this Agreement, Contractor shall correct errors and deficiencies by the twentieth (20th) day of the month following the review or audit. If an audit determines that Contractor has overcharged the Court five percent (5%) or more during the time period subject to audit, Contractor must reimburse the Court in an amount equal to the cost of such audit.

Model Agreement (rev. 2025-10) Page 13 of 51

B. State Audit. This Agreement is subject to examinations and audit by the State Auditor for a period of three (3) years after final payment.

C. Ownership. Unless otherwise provided in the Agreement, the Court is the exclusive owner of all materials collected and produced in connection with the work. Upon the Termination Date (subject to any mutually agreed period of continuation of work), or upon the Court’s notice at any time, and subject only to the duty of confidentiality owed to a represented party, Contractor shall give original materials to the Court or to another party at the Court’s direction.

D. Copies. Contractor may retain copies of any original documents Contractor provides to the Court.

E. Retention of Records. Contractor will maintain all financial data, supporting documents, and all other records relating to performance and billing under the Agreement for a period in accordance with state and federal law.

The minimum retention period will be four (4) years from the date of the submission of the final payment request or until audit findings are resolved, whichever is later.

5. Background Checks; Court Approval of Contractor’s Staff.

A. Background Checks.

(1) Each of Contractor’s staff performing services on or at court locations or have access to sensitive, confidential court information under this contract shall undergo and pass a background investigation to the satisfaction of the Court as a condition of beginning and continuing to perform services under this contract. Such background investigation must be obtained through fingerprints submitted to the California Department of Justice to include State, local, and federal-level review, which may include, but shall not be limited to, criminal conviction information. The fees associated with the background investigation of up to forty (40) dollars per person shall be at the expense of Contractor, regardless of whether the member of Contractor’s staff passes or fails the background investigation.

(2) Contractor shall notify the Court within 72 hours of any known arrests or other changes to the criminal record of any staff performing services under this Agreement. The Court may, in its sole discretion, require that any staff reported to have an arrest or other change in his or her criminal record subsequent to passing an initial background investigation be replaced by Contractor at no additional cost to the Court.

B. Court Approval of Contractor’s Staff.

(1) Contractor’s Staff.

(a) The Court has the reasonable right to approve, which approval shall not be unreasonably withheld, members of Contractor’s Representatives during the performance of the work hereunder and prior to any proposed changes in Contractor’s Representatives. Contractor shall provide the Court’s Project Director with résumés of all proposed changes to Contractor’s Representatives and shall make such staff available for interview by the Court upon request of the Court’s Project Director. By execution hereof, the Court has approved the current Contractor’s Project Director and Project Manager.

(b) Contractor shall cooperate with the Court if the Court reasonably requests the removal of a member of

Contractor’s staff from performing work hereunder, where such individual’s performance is deemed unsatisfactory by the Court or such individual fails to comply with any provision set forth in this Agreement or any established rule or regulation.

6. Changes in Work.

A. The Court reserves the right to require Contractor to make changes in the work, which may include additions, deletions, or modifications to the work, or changes in the timing or level of effort for the work.

Model Agreement (rev. 2025-10) Page 14 of 51

(1) For any change proposed by the Court or Contractor, Contractor will submit in writing:

(a) A description of the proposed change and the reasons for the change;

(b) A summary of the total compensation to be paid Contractor with a breakdown of tasks and costs, including any reduction in work or costs resulting from the change; and

(c) A statement of the expected impact on schedule.

B. If the Court and Contractor agree on a change, the Court will issue an Amendment documenting the change, for the parties’ execution.

(1) If the parties cannot agree to the terms of a change, Contractor will proceed diligently with work unless otherwise directed by the Court, and any continuing disagreement will follow the process set forth in the provisions entitled “Dispute Resolution.” Contractor should not proceed with any change prior to receiving an executed Amendment from the Court. All costs for changes performed by Contractor without the Court’s prior written approval will be at Contractor’s sole risk and expense.

7. Choice of Law; Jurisdiction and Venue.

California law governs the Agreement. Jurisdiction and venue for any legal action arising from, or connected with the

Agreement shall exclusively reside in Los Angeles, California, and the parties hereby consent to the jurisdiction and venue of such courts.

8. Confidential Information; Publicity.

A. Confidential Information.

(1) During the term of this Agreement and at all times thereafter, Contractor will: (a) hold all Confidential

Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential

Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the Court’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential

Information only to its employees or contractors who need to know that information in order to perform services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Court owns all rights, title and interest in the Confidential Information. Contractor will notify the Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the Court to protect such Confidential Information. Upon the Court’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the Court or, if so directed by the Court, destroy all Confidential Information (in every form and medium), and (b) certify to the Court in writing that

Contractor has fully complied with the foregoing obligations.

(2) “Confidential Information” means: (i) any information related to the business or operations of the Court, including information relating to the Court’s personnel and users; and (ii) all financial, statistical, personal, technical and other data and information of the Court (and proprietary information of third parties provided to Contractor) which is designated confidential or proprietary, or that Contractor otherwise knows, or would reasonably be expected to know, is confidential. Confidential Information does not include information that

Contractor demonstrates to the Court’s satisfaction that: (a) Contractor lawfully knew prior to the Court’s first disclosure to Contractor, (b) a third party rightfully disclosed to Contractor free of any confidentiality duties or obligations, or (c) is, or through no fault of Contractor has become, generally available to the public.

Model Agreement (rev. 2025-10) Page 15 of 51

(3) Permissible Disclosures. Contractor may disclose the Court’s Confidential Information only on a “need to know” basis to Contractor’s employees and subcontractors and any representatives of the Court who are working on the project and who have also executed confidentiality agreements that protect the Court’s confidential information. Additionally, Contractor may disclose the Confidential Information, to the extent necessary to comply with any applicable law, rule, regulation, or ruling, provided Contractor gives advance notice to the Court.

B. Publicity.

Contractor shall not publish or disseminate any commercial advertisements, press releases, feature articles, or other materials using the name of the Court or any images of the Court, the Court’s seal, or the Court’s logo without the prior written consent of the Court, which may be denied for any or no reason.

9. Compensation.

A. The Contract Sum shall be the maximum total monetary amount payable by the Court to Contractor for supplying all the tasks, deliverables, services, and other work specified under this Agreement. All work completed by

Contractor must be deemed acceptable to, and approved in writing by, the Court’s Project Manager which approval shall not be unreasonably withheld.

B. Any additional work requested by the Court that exceeds the scope of Exhibit A (Statement of Work), must be approved in advance, and in writing, by the Executive Officer/Clerk of Court, in the form of an Amendment. Any change in the Contract Sum must be approved in advance, and in writing, by the Executive Officer/Clerk of Court, in the form of an Amendment.

C. If Contractor provides any task, deliverable, good, service, and/or other consideration to the Court other than those specified in this Agreement, or if Contractor provides such items requiring the Court’s prior written approval without first having obtained such written approval, the same shall be deemed to be a gratuitous effort on the part of Contractor, and Contractor shall have no claim whatsoever against the Court therefor.

D. The Court’s payment will not relieve Contractor from its obligation to replace unsatisfactory work, even if the unsatisfactory character of such work may have been apparent or detected at the time such payment was made.

Work, data, or components that do not conform to the requirements of the Agreement will be rejected, and will be replaced by Contractor, without delay or additional cost to the Court.

E. If Contractor receives payment from the Court for a service or reimbursement that is later disallowed or rejected by the Court, Contractor will promptly refund the disallowed amount to the Court upon the Court’s request. At its option, the Court may offset the amount disallowed from any payment due to Contractor, under the Agreement or any other agreement.

F. Taxes. Contractor shall collect and remit any sales and use taxes as and to the extent required under the Revenue and Taxation Code.

G. Salaries and Employee Benefits. Contractor will be solely responsible for providing to its employees all legally required employee benefits, and the Court shall not be held liable for the direct payment of any salaries, wages, or other compensation to any personnel provided by Contractor.

10. Consumer Price Index.

Consumer Price Index (CPI) adjustments are not ordinarily granted in the normal course of a vendor’s contractual relationship with the Court, except for certain cost or time and materials type of contract, where forecasting would be impractical. It is prudent that vendors calculate and forecast appropriate escalation rate in original proposals. In the event that this Agreement is extended under an option to renew or otherwise continued, and no pricing for the extension or extra time period is set forth in the Agreement or amendments, any request for price increase shall not

Model Agreement (rev. 2025-10) Page 16 of 51 exceed the percentage increase in the Consumer Price Index, All Urban Consumers, Los Angeles-Riverside-Orange

Counties, for the previous 12-month period. CPI adjustments are not automatic, and the Court maintains the sole discretion to review CPI adjustments request, which must be made in writing to the contract analyst on record.

11. Contract and Project Administration.

A. Key Personnel.

The Court and Contractor shall each designate a Project Director (in the Agreement document) who shall have full authority to act on all daily operational matters concerning Contractor’s performance under this Agreement.

Parties shall be notified in writing of any change to the name or address of Key Personnel.

B. Contractor’s Representatives.

(1) Contractor’s Project Director.

(a) Contractor’s Project Director shall be responsible for confirming that the objectives of this Agreement are met by Contractor.

(b) Contractor’s Project Director shall provide direction to the Court in the areas relating to Contractor’s policies, information requirements, and procedural requirements.

(c) Contractor’s Project Director shall be responsible for determining whether the technical standards and requirements of this Agreement are met by Contractor and for evaluating Contractor’s performance under this Agreement.

(d) Contractor’s Project Director shall plan and coordinate Contractor’s efforts with the Court.

(e) Contractor’s Project Director shall be available by telephone during regular business hours.

(2) Contractor’s Project Manager.

(a) Contractor shall provide a Project Manager to represent Contractor and to oversee day-to-day operation of each site.

(b) Contractor’s Project Manager shall be responsible for reporting to the Court as specified in this Agreement and as may be required by the Court from time to time.

(c) Contractor’s Project Manager shall communicate with the Court’s Project Director on an on-going basis concerning any problems, modification, and contractual obligation, and shall be available during regular business hours for problem resolution.

(d) Contractor’s Project Manager shall inform the Court’s Project Director of any change in production or in

Contractor’s personnel assigned to provide goods and/or services to the Court.

(e) Contractor’s Project Manager shall provide the Court with monthly accounting reports as required under this Agreement.

(f) Contractor’s Project Manager shall provide the Court’s Project Director with the names, position titles and telephone numbers of Contractor’s local staff assigned to provide goods and/or services to the Court under this Agreement.

C. Court’s Representatives.

(1) Court Personnel.

Unless stated otherwise in this Agreement, all Court personnel assigned to this Agreement shall be under the exclusive supervision of the Court. Contractor understands and agrees that all such Court personnel are assigned only for the convenience of the Court. Contractor hereby represents that its price, project schedule, Model Agreement (rev. 2025-10) Page 17 of 51 and performance hereunder are based solely on the work of Contractor’s personnel, except as otherwise expressly provided in this Agreement.

(2) Court’s Project Director.

(a) The Court’s Project Director shall be responsible for confirming that the objectives of this Agreement are met by Contractor.

(b) The Court’s Project Director is not authorized to make any changes in any of the terms and conditions of this Agreement and is not authorized to further obligate the Court.

(c) The Court’s Project Director shall provide direction to Contractor in the areas relating to Court policy, information requirements, and procedural requirements.

(d) The Court’s Project Director shall have the right at all times to inspect any and all tasks, deliverables, goods, services, or other work provided by or on behalf of Contractor.

(e) The Court’s Project Director may request a change of Contractor’s Project Director if the objectives of this

Agreement are not being met as determined in the sole judgment of the Court’s Project Director.

(f) The Court’s Project Director shall be responsible for determining whether the technical standards and requirements of this Agreement are met by Contractor and for evaluating Contractor’s performance under this Agreement.

(g) The Court’s Project Director shall plan and coordinate Contractor’s efforts with the Court.

(3) Court’s Project Manager.

(a) The Court’s Project Manager shall monitor and evaluate Contractor’s performance.

(b) The Court’s Project Manager is not authorized to make any changes in any terms and conditions of this

Agreement, and is not authorized to further obligate the Court in any respect whatsoever.

(4) Court’s Contract Analyst.

(a) Contract Analyst shall be responsible for resolving contractual issues relating to terms and conditions of this Agreement.

(b) Contract Analyst shall be responsible for preparing amendments, extensions and addendums to this

Agreement.

12. Contractor Certification Clauses.

Contractor certifies that the representations below are true and will remain true throughout the term of the

Agreement. Contractor shall have an affirmative duty to promptly notify the Court if any of these representations become false during the duration of the Agreement:

A. Authority. Contractor has authority to enter into and perform its obligations under the Agreement, and

Contractor’s signatory has authority to bind Contractor to the Agreement.

B. Binding. The Agreement constitutes a valid and binding obligation of Contractor, and its permitted successors and assigns, enforceable in accordance with its terms.

C. Child Support Compliance Act. If Contractor is a private entity, and the Agreement provides for Compensation of

$100,000 or more:

(1) Contractor recognizes the importance of child and family support obligations and fully complies with all applicable state and federal laws relating to child and family support enforcement, including, but not limited

Model Agreement (rev. 2025-10) Page 18 of 51 to, disclosure of information and compliance with earnings assignment orders, as provided in Family Code §

5200 et seq.; and

(2) Contractor provides the names of all new employees to the New Hire Registry maintained by the California

Employment Development Department.

D. Compliance with the Law. Contractor complies in all material respects with all laws, rules, and regulations applicable to Contractor’s business and services. Contractor shall obtain and keep current throughout the term of this Agreement all necessary licenses, approvals, permits, registrations and authorizations required by applicable laws to provide the work. Contractor will be responsible for all fees and taxes associated with obtaining such licenses, approvals, permits and authorizations, and for any fines and penalties arising from its noncompliance with any applicable law.

E. Conflict Minerals. If the Agreement is for the purchase of goods or services related to or involving “conflict minerals” (columbite-tantalite, cassiterite, wolframite, or gold), Contractor further certifies, UNDER PENALTY OF

PERJURY, that it is not a “scrutinized company,” as defined by California Public Contract Code § 10490(b).

F. No Conflict of Interest. Contractor has no interest, and will not engage in any interest, that would constitute a conflict of interest under Public Contract Code § 10365.5, which, in general, limits entering into follow-on contracts with a consultant who would benefit thereby from the consultant’s advice provided under the first contract, § 10410, which, in general, prohibits state officers and employees from receiving compensation from or having a financial interest in a state contract, or § 10411, which, in general, provides limits on former state officers and employees from entering into a contract in which he or she negotiated or participated in the decision-making relevant to the contract while employed by a state agency; Government Code §§ 1090 et seq. or §§ 87100 et seq.;

or California Rules of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with Judicial Branch Entities.

G. Darfur Contracting Act Certification. If the Agreement is for non-IT goods or services and Contractor did not provide to Court a Darfur Contracting Act certification as part of the solicitation process, this section applies:

Contractor further certifies that either (a) it does not currently, and it has not within the previous three years, business activities or other operations outside of the United States, or (2) it is a “scrutinized company” as defined in Public Contract Code § 10476, but it has received written permission for the Court to submit a bid or proposal pursuant to PCC 10477(b), or (3) it has, or it has had within the previous three years, business activities or other operations outside of the United States, but it is not a “scrutinized company” as defined in Public Contract Code

§ 10476.

H. Delinquent Taxpayers. Contractor further certifies, UNDER PENALTY OF PERJURY, that it is not a person or entity identified by the Franchise Tax Board or the Board of Equalization as one of the 500 largest tax delinquents, and there is no reason to believe Contractor will/may be placed on the Delinquent Taxpayer lists. Contractor must provide Notice to the Court immediately if placed on and/or if there is reason to believe Contractor will/may be placed on the Delinquent Taxpayer list(s). Failure to provide such Notice will be determined to mean that

Contractor is in breach of contract and will be responsible for all expenses associated with re-contracting, re-bidding and obligations.

I. Discharge Violations. If Contractor is a private entity, Contractor is not in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; or subject to any cease and desist order not subject to review issued pursuant to Water Code § 13301 for violation of waste discharge requirements or discharge prohibitions. Contractor has not been finally determined to be in violation of provisions of federal law relating to air or water pollution.

J. Document Printing Agreements. If the Agreement is for printing documents, Contractor shall use recycled products, to the maximum extent economically feasible, in the performance of work under the Agreement.

Model Agreement (rev. 2025-10) Page 19 of 51

Contractor further certifies, UNDER PENALTY OF PERJURY, that any recycled products provided or used in the work by Contractor meet all California minimum post-consumer content requirements.

K. Domestic Partners, Spouses, and Gender and Gender Identity Discrimination. If the Agreement provides for total

Compensation of more than $100,000, Contractor is in compliance with, and throughout the term of this

Agreement will remain in compliance with: (i) Public Contract Code § 10295.3, which places limitations on contracts with Contractors who discriminate in the provision of benefits on the basis of marital or domestic partner status, and (ii) Public Contract Code § 10295.35, which places limitations on contracts and contractors that discriminate in the provision of benefits on the basis of an employee’s or dependent’s actual or perceived gender identity.

L. Drug Free Workplace. Contractor provides a drug-free workplace as required by California Government Code §§

8355 through 8357.

M. Electronic Waste Recycling Act. If the Agreement provides for the purchase or lease of covered electronic devices under the Electronic Waste Recycling Act of 2003, Public Resources Code §§ 42460 et seq., Contractor complies with the requirements of that Act, and Contractor maintains documentation and provides reasonable access to its records and documents that evidence compliance.

N. Not an Expatriate Corporation. Contractor is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code § 10286.1, and is eligible to contract with the Court.

O. No Gratuities. Contractor has not directly or indirectly offered or given any gratuities (in the form of entertainment, gifts, or otherwise), to any Judicial Branch Personnel with a view toward securing the Agreement or securing favorable treatment with respect to any determinations concerning the performance of the

Agreement.

P. No Harassment. Contractor does not engage in unlawful harassment, including sexual harassment, with respect to any persons with whom Contractor may interact in the performance of the Agreement, and Contractor takes all reasonable steps to prevent harassment from occurring.

Q. No Interference with Other Contracts. To the best of Contractor’s knowledge, the Agreement does not create a material conflict of interest or default under any of Contractor’s other contracts.

R. Iran Contracting Act. If the Agreement is for the purchase of goods or services of $1,000,000 or more, Contractor further certifies, UNDER PENALTY OF PERJURY, that it is not on the current list of persons engaged in investment activities in Iran created by the California Department of General Services pursuant to California Public Contract

Code § 2203(b).

S. No Litigation. No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform the Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse effect on Contractor’s business, the validity or enforceability of the Agreement, or Contractor’s ability to perform the Agreement.

T. Los Angeles County’s Jury Service Program. This Agreement is subject to the provisions of the Los Angeles County’s ordinance entitled Contractor Employee Jury Service (“Jury Service Program”) as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.

(1) Unless Contractor has demonstrated to the Court’s satisfaction either that Contractor is not a “contractor” as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its employees shall receive from Contractor, on an annual

Model Agreement (rev. 2025-10) Page 20 of 51 basis, no less than five (5) days of regular pay for actual jury service. The policy may provide that employees deposit any fees received for such jury service with Contractor or that Contractor deduct from the employee’s regular pay the fees received for jury service.

(2) If Contractor uses any subcontractor to perform services for the Court under the Agreement, the subcontractor shall also be subject to the provisions of this section. The provisions of this section shall be inserted into any such sub-contract Agreement.

(3) If Contractor is not required to comply with the Jury Service Program when the Agreement commences, Contractor shall have a continuing obligation to review the applicability of its “exception status” from the Jury

Service Program, and Contractor shall immediately notify the Court if Contractor at any time either comes within the Jury Service Program’s definition of “contractor” or if Contractor no longer qualifies for an exception to the Jury Service Program.

(4) Contractor’s violation of this section of the Agreement may constitute a material breach of the Agreement. In the event of such material breach, the Court may, at its sole discretion, terminate Agreement.

U. National Labor Relations Board Orders. If the Agreement provides for making any purchase of goods or services from a private entity, except for a purchase of goods by credit card for an amount less than $2,500 from any one

Contractor (but not to exceed in the aggregate $7,500 per year from Contractor), no more than one, final unappealable finding of contempt of court by a federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a federal court requiring Contractor to comply with an order of the National Labor Relations Board. Contractor swears UNDER

PENALTY OF PERJURY that this representation is true.

V. Non-discrimination. Contractor complies with the federal Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and California’s Fair Employment and Housing Act (Government Code §§ 12990 et seq.) and associated regulations (Code of Regulations, title 2, §§ 7285 et seq.). Contractor does not unlawfully discriminate against any employee or applicant for employment because of age (40 and over), ancestry, color, creed, disability (mental or physical) including HIV and AIDS, marital or domestic partner status, medical condition (including cancer and genetic characteristics), national origin, race, religion, request for family and medical care leave, sex (including gender and gender identity), and sexual orientation. Contractor has notified in writing each labor organization with which Contractor has a collective bargaining or other agreement of Contractor’s obligations of non-discrimination.

W. Parts Cleaning. If the Agreement involves parts cleaning, Contractor shall use recycled solvents, to the maximum extent economically feasible, in the performance of work under the Agreement.