IT-2026-212-RB-Attach-B-Master-Agreement.docx

JUDICIAL COUNCIL OF CALIFORNIA

MASTER AGREEMENT COVERSHEET rev Jun. 2026

AGREEMENT NUMBER

FEDERAL EMPLOYER ID NUMBER

The purpose or title listed above is for administrative reference only and do not define, limit, or construe the scope or extent of this Agreement.

Appendix A, Description of Goods and Services Attachment 1 to Appendix A, Acceptance and Signoff Form Appendix B, Payment Provisions Appendix C, General Provisions Appendix D, Defined Terms Appendix E, Software and Data Provisions Appendix F, Maintenance and Support Services Appendix G, Participating Addendum Appendix H, Unruh Civil Rights Act and FEHA Certification Appendix I, Requirements (Attachment M in the RFP) Appendix J, Accessibility Addendum (Attachment N in the RFP)

@Contractor name, a @State @EntityType

Branch Accounting and Procurement 455 Golden Gate Avenue, 6th Floor San Francisco, CA 94102 @Address

RFP NUMBER: IT-2026-212-RB

RFP TITLE: Next-Generation Voice Translator Solution and Managed Services Attachment B

Page D - 1 JCC LPA Master Agreement IT – Rev. 06-2026

APPENDIX A

DESCRIPTION OF GOODS AND SERVICES

1. Background, Purpose, and Ordering

1.1. This Agreement sets forth the terms and conditions that apply to Contractor’s provision of Work to the JBEs. “Work” shall mean the Goods, Services, and Deliverables as further described in Sections 2 and 3 below. This Agreement does not obligate a JBE to place any orders for Work under this Agreement and does not guarantee Contractor a specific volume of orders.

1.2. Each JBE shall have the right to place orders under this Agreement for any of the Work. A JBE may place orders for Work by entering into a Participating Addendum with Contractor in the form attached as Appendix G to this Agreement (“Participating Addendum”). Pricing for Work shall be in accordance with the prices set forth in this Agreement. After a Participating Addendum has been presented to the Contractor by a JBE, the Contractor shall acknowledge, sign, and perform under the Participating Addendum in a timely manner. Contractor shall provide the Work for each JBE in accordance with the terms of this Agreement and the applicable Participating Addendum.

1.3. Each Participating Addendum constitutes and shall be construed as a separate, independent contract between Contractor and the JBE signing such Participating Addendum, subject to the following: (i) each Participating Addendum shall be governed by this Agreement, and the terms in this Agreement are hereby incorporated into each Participating Addendum; (ii) the Participating Addendum may not alter or conflict with the terms of this Agreement, or exceed the scope of the Work provided for in this Agreement; and (iii) the term of the Participating Addendum may not extend beyond the expiration date of the Agreement. The Participating Addendum and this Agreement shall take precedence over any terms and conditions included on Contractor’s invoice or similar document. Contractor shall notify the Establishing JBE within five (5) business days of receipt of a Participating Addendum from a Participating Entity. The Contractor shall promptly provide the Establishing JBE with a fully signed copy of each Participating Addendum between the Contractor and a Participating Entity.

1.4. Under a Participating Addendum, the JBE may at its option place orders for the Goods and Services using a Statement of Work, subject to the following: such Statement of Work is subject to and governed by the terms of the Master Agreement and the Participating Addendum, and any term in the Statement of Work that conflicts with or alters any term of the Master Agreement (or the Participating Addendum) or exceeds the scope of the Work provided for in this Agreement, will not be deemed part of the contract between Contractor and JBE. Subject to the foregoing, the Participating Addendum shall be deemed to include such Statement of Work.

1.5. The JBE signing the Participating Addendum shall be solely responsible for: (i) the acceptance of and payment for the Work under such Participating Addendum; and (ii) its obligations and any breach of its obligations. Any breach of obligations by a JBE shall not be deemed a breach by any other JBE. Under no circumstances shall a JBE have any liability or obligation except pursuant to a Participating Addendum signed by such JBE, nor shall any breach by a JBE under a Participating Addendum give rise to a breach under any other Participating Addendum or be deemed grounds for termination of this Agreement by Contractor. The Establishing JBE shall have no liability or responsibility of any type related to: (i) any other JBE’s use of or procurement through this Agreement (including any Participating Addendum), or (ii) such JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity.

1.6. This Agreement is a nonexclusive agreement. Each JBE reserves the right to provide, or have others provide the Work. Contractor shall reasonably cooperate with any third parties retained by a JBE to provide the Work.

2. IT Goods

2.1. Description of Goods. As ordered by each JBE under a Participating Addendum, Contractor shall provide to the JBEs the following products, goods, materials, and supplies (“Goods”) free and clear of all liens, claims, and encumbrances, and in accordance with this Agreement, if applicable:

2.1.1. X

2.2. Risk of Loss; Title. Contractor will deliver the Goods “Free on Board Destination Freight Prepaid”, to the JBEs at the address specified in the applicable Participating Addendum. Title to the Goods vests in the applicable JBE upon such JBE’s receipt of the Goods.

2.3. Warranties. Contractor warrants to the JBEs that the Goods will be merchantable for their intended purposes, free from all defects in materials and workmanship, in compliance with all applicable specifications and documentation, and to the extent not manufactured pursuant to detailed designs furnished by the JBE, free from defects in design. The JBE’s approval of designs or specifications furnished by Contractor shall not relieve Contractor of its obligations under this warranty.

3. IT Services

3.1. Description of Services and Deliverables. As ordered by each JBE under a Participating Addendum, Contractor shall perform the services (“Services”) and deliver to the JBEs the following work products (“Deliverables”): for the JBEs described in the Statement of Work.

3.2. Acceptance Criteria. The Services and Deliverables must meet the following acceptance criteria or the JBE may reject the applicable Services or Deliverables. The JBE may use the attached Acceptance and Signoff Form to notify Contractor of the acceptance or rejection of the Services and Deliverables. Contractor will not be paid for any rejected Services or Deliverables.

3.3. Service Warranties. Contractor warrants to the JBEs that: (i) the Services will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable and the Services will conform to the requirements of this Agreement and all applicable specifications and documentation. The foregoing warranty shall commence upon the JBE’s acceptance of such Deliverable or Service and shall continue for a period of one (1) year following acceptance. In the event if any Deliverable or Service does not conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.

3.4. Resources. Contractor is responsible for providing any and all facilities, materials and resources (including personnel, equipment, tools and software) necessary and appropriate for performance of the Services and to meet Contractor's obligations under this Agreement.

3.5. Commencement of Performance. This Agreement is of no force and effect until signed by both parties and all Establishing JBE-required approvals are secured. Any commencement of performance prior to Agreement approval (and approval by a JBE of a Participating Addendum) shall be at Contractor's own risk.

3.6. Stop Work Orders

3.6.1. Each JBE may, at any time, by Notice to Contractor, require Contractor to stop all or any part of the Work being provided to such JBE for a period up to ninety (90) days after the Notice is delivered to Contractor, and for any further period to which the JBE and the Contractor may agree (“Stop Work Order”). The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this provision. Upon receipt of the Stop Work Order, Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Stop Work Order during the period of stoppage. Within ninety (90) days after a Stop Work Order is delivered to Contractor, or within any extension of that period to which the parties shall have agreed, the JBE shall either (i) cancel the Stop Work Order; or (ii) terminate the Work covered by the Stop Work Order as provided for in this Agreement.

3.6.2. If a Stop Work Order issued under this provision is canceled or the period of the Stop Work Order or any extension thereof expires, Contractor shall resume the performance of the Work. The JBE shall make an equitable adjustment to the delivery schedule, and the Participating Addendum shall be modified, in writing, accordingly, if:

3.6.2.1. The Stop Work Order results in an increase in the time required for performance of any part of the Participating Addendum; and

3.6.2.2. Contractor requests an equitable adjustment within thirty (30) days after the end of the period of stoppage.

3.6.3. The JBEs shall not be liable to Contractor for loss of profits because of a Stop Work Order issued under this provision.

4. Statement of Work

4.1. Term of this Statement of Work

The term of this Statement of Work will commence on November 2, 2026 (the “SOW Effective Date”) and will continue until November 1, 2027. This Agreement includes three one-year options to extend through November 1, 2030, OR all Work has been provided by Contractor and accepted by the Judicial Council unless terminated earlier pursuant to the Agreement. Expiration or termination of the Agreement will not serve to terminate this Statement of Work. All applicable terms and conditions of the Agreement will continue to apply to this Statement of Work until the expiration or termination of this Statement of Work.

4.2. Judicial Council’s Requirements and Description of the Work

4.2.1. Description of Solution

The Contractor shall provide a scalable, secure, commercial off-the-shelf (COTS) platform that delivers real-time multilingual voice translation and speech-to-text transcription solution. The Contractor must provide all required software, hardware, services, configuration, integration, testing, training, and ongoing support necessary to deploy the solution.

The solution shall leverage standard out-of-the-box functionality wherever possible while supporting accurate, reliable, and court-appropriate translation and transcription capabilities for court-facing interactions. Core capabilities shall align with the Appendix I (Technical Requirements) and include automated real-time speech speech-to-text and text-to-speech translation, multilingual communication support, administrative controls, reporting and audit logging, support for tablet or kiosk-based client devices, and compliance with applicable privacy, confidentiality, retention, security, accessibility, and effective-communication requirements.

The solution shall support communication between court personnel and members of the public, including individuals with limited English proficiency and individuals with disabilities. The solution shall support effective communication for individuals who are deaf or hard of hearing, individuals who rely on visual text-based communication, individuals with speech-related disabilities, individuals who are blind or have low vision, and individuals who use assistive technology.

Accessibility and effective communication requirements applicable to the Solution are detailed in Attachment N of the RFP - Accessibility, Effective Communication, and Next-Generation Voice Translator Requirements, is hereby attached and incorporated into this Agreement as Appendix J. (Accessibility Addendum)

The Contractor shall provide all products and professional services necessary to implement and deliver a fully operational production solution. The Contractor shall provide all personnel, tools, documentation, devices, and expertise required to complete the implementation and shall work collaboratively with the courts throughout the project lifecycle to ensure successful delivery of the solution.

Services and tasks to be provided include, but are not limited to, the following:

· Project initiation & planning

· Requirements validation

· Environment setup & configuration

· Testing & staging

· Preparation for deployment

· Deployment

· Support & maintenance

4.2.2. Solution Requirements

The Contractor must deliver a solution that enables real‑time, multilingual communication at clerk counters, public windows, self‑help centers, and similar service points. The Next-Generation Voice Translator solution must support accurate transcription and translation, text‑to‑speech and speech‑to‑text capabilities, secure staff authentication, and analytical data to support program operations. Requirements for the Next Generation Voice Translator solution stated in Attachment M of the RFP is hereby attached and incorporated into this Agreement as Appendix I.

The Contractor shall comply with all:

· Functional & Technical requirements

· ADA Accessibility requirements

· Security Requirements

· Accessibility, effective communication, and voice-to-text translation requirements

· Data protection and confidentiality

· Cloud Hosting Requirements (if solution has a cloud component)

· All other requirements listed in the related document

Accessibility and effective communication are material requirements of the Solution. The Contractor shall comply with all requirements contained in Appendix J. Accessibility requirements apply to software, hardware, user-facing functionality, administrative functionality, translation workflows, speech-to-text functionality, text-to-speech functionality, training materials, documentation, support materials, tablet devices, kiosk devices, and any other components provided under the resulting contract. The Contractor shall maintain accessibility and effective communication capabilities throughout the contract term, including upgrades, releases, patches, enhancements, hardware refreshes, and configuration changes.

4.2.3. Location

Work may be performed remotely unless otherwise required. The Judicial Council may request onsite participation for demonstrations, training, or meetings with trial courts. All hosting, development, and support services shall comply with Judicial Council security, privacy, and data‑handling requirements.

4.2.4. Contractor hosted Facility Environment

The Next‑Generation Voice Translator solution shall be deployed in a secure, Contractor‑hosted cloud environment. The Contractor shall provide an infrastructure and hosting model that meets all applicable State of California and Judicial Branch security, privacy, and data protection requirements. The hosting environment shall meet the Cloud Hosting Requirements, Data Residency & Compliance Requirements, and other additional expectations regarding data residency and compliance described in Appendix I.

4.2.5. Contractor Responsibilities

The Contractor shall provide qualified personnel and program management to oversee delivery of all contract deliverables, ensure compliance with documented requirements—including Voluntary Product Accessibility Template (VPAT), testing methodology, accessibility governance, and accessibility contact obligations—and coordinate all contract activities with the Judicial Council.

The Contractor shall perform all technical and operational tasks required to implement the solution, including solution configuration, environment setup, authentication integration, translation accuracy and performance testing, pilot deployment, delivery of training and documentation, onboarding support for additional courts, and ongoing post‑implementation operational support.

4.2.6. Minimum Qualifications

The Contractor shall meet the threshold minimum qualification requirements listed below; refer to Appendix I and J for all related requirements.

· Five (5) or more years of experience providing services like those described in Section 2, Description of Services. The Contractor’s proposal shall include the contact information, duration and time frame and shall identify the agency if a government entity.

· It has the necessary infrastructure, internal staffing, and systems in place and is fully operational to begin services immediately upon contract award.

· Has and maintains an SOC II Type 2 Certification.

· Maintain products and services to meet accessibility standards. Products and services shall meet the WCAG-2.1 Level AA Compliance Standard as described in Appendix J.

· Provide a current Accessibility Conformance Report (ACR) based on the VPAT for the solution, applicable to the version and dated within the prior twelve (12) months.

· Identify an accessibility point of contact responsible for accessibility support, accessibility issue escalation, and remediation coordination throughout the contract term.

· Demonstrate an established accessibility governance and quality-assurance process that includes accessibility testing, issue tracking, remediation management, and accessibility maintenance activities.

· Describe the accessibility testing methodology used by the Contractor, including automated testing, manual accessibility evaluation, keyboard testing, assistive-technology testing, and workflow-based validation.

· Disclose known accessibility limitations, partially supported criteria, planned remediation activities, and anticipated remediation timelines.

· Demonstrate prior experience delivering accessible public-facing technology solutions for government entities, courts, healthcare organizations, educational institutions, or similarly regulated environments

4.2.7. Key Staff Qualifications and Skills

Key staff may include, but are not limited to, the Project Manager, Solution Architect, Technical Lead, Integration Specialist, Trainer, and Support Lead. All designated staff shall possess the appropriate experience and qualifications necessary to successfully perform assigned tasks and meet all project requirements.

Any proposed replacement of key staff shall be made with individuals of equal or higher qualifications. Contact information for the replacement personnel shall be provided to the Judicial Council prior to finalizing the substitution.

4.2.8. Tasks & Deliverables

The Contractor shall perform the following tasks during the court onboarding and ongoing maintenance:

· Project Initiation & Planning (Day 0–14)

· Provide the complete plan of the solution within 14 days of contract execution with the individual court.

· Within 10 business days from contract start:

· Deliver detailed implementation plan

· Provide solution architecture design documentation

· Provide launch schedule

· Requirements Validation (Week 2–4)

· Review Requirements Attachment (Appendix I) within 5 business days after receipt.

· Deliver document configuration approach within 10 business days after requirements review.

· Provide data/integration assumptions within 10 business days after requirements review.

· Deliver Configuration Workbook within 15 business days after requirements review.

· Environment Setup & Configuration (Week 3–6)

· Configure administrative access and system parameters of the initial environment within 5 business days after approval of the requirements.

· Implement logging, audit trails, authentication within 10 business days after environment access is granted.

· Provide required software/hardware specifications within 5 business days of project initiation.

· Assist with environment setup within 10 business days after environment readiness.

· Configure security, privacy, accessibility, retention, and compliance requirements within 15 business days after environment setup.

· Testing & Staging (Week 6–10)

· Support functional, integration, performance, and user acceptance testing throughout the testing window.

· Execute deployment to staging/court environment within 5 business days after testing approval.

· Troubleshoot deployment issues within 3 business days of issue reporting.

· Validate translation and transcription accuracy during the testing cycle.

· Validate accessibility, effective communication, and assistive technology support for representative translation and transcription workflows.

· Validate accessibility of tablet and kiosk devices where provided.

· Support accessibility testing performed by the Judicial Branch or its designated representatives.

· Preparation for Deployment (Week 9–11)

· Provide administrative training at least 5 business days before go‑live.

· Provide court staff training at least 5 business days before go‑live.

· Deliver training materials and user guides at least 7 business days before go‑live.

· Maintain regular communication with the court and Judicial Council throughout deployment preparation.

· Provide Accessibility Conformance Report (ACR/VPAT) reflecting the delivered solution.

· Provide accessibility administration guidance and configuration recommendations.

· Provide accessible training materials and user documentation.

· Deployment (Go‑Live Week)

· Provide go-live support on the deployment date and for 5 business days following.

· Test in-production configuration, settings, performance, and functionality within 2 business days after go‑live.

· Provide post-deployment stabilization, maintenance, and support services for 30 days after go‑live.

· Support & Maintenance (Ongoing After Stabilization Period)

· Provide technical support for all Contractor-provided software and hardware according to agreed SLAs.

· Maintain Service Level Agreements continuously throughout the contract.

· Provide usage data reports monthly (or as otherwise defined).

· Deliver periodic updates, patches, and enhancements as released.

· Notify users at least 5–10 business days in advance of any upgrades, enhancements, maintenance activities, or releases that may impact the solution.

· Maintain accessibility and effective communication functionality throughout the contract term.

· Remediate accessibility defects identified by the Judicial Branch in accordance with applicable service-level requirements.

· Notify the Judicial Branch of any accessibility-impacting changes associated with releases, upgrades, patches, or hardware changes.

· Additional or Unanticipated Tasks

4.2.9. Service Level Agreements (SLAs)

The Contractor shall provide incident response and resolution services in accordance with the severity levels defined below. The examples listed within each severity level are illustrative and not intended to be exhaustive.

· Critical Severity (P1)

· Total system outage

· Total loss of translation functionality

· Major operational disruption with no workaround

· Confirmed or high‑risk security incident

· Data loss or corruption

· Major Severity (P2)

· High‑impact degradation, but not a full outage

· Major operational disruption with workaround

· Issues affecting a subset of courts or core workflows

· Significant performance decline or accuracy issues

· Minor Severity (P3)

· Partial degradation of non‑core features

· Issues that impact translation functionality with workaround

· Issues that do not materially impact translation functionality

· Intermittent or cosmetic issues

· Standard Requests (P4)

· Feature requests

· New account creation

· Other requests

The Contractor shall meet the service level requirements described in Appendix I.

4.2.10. Accessibility and Effective Communication Defects.

Accessibility and effective-communication defects are incidents under this Service Level Agreement and are classified under the same severity levels (P1, P2, P3) and response requirements defined above. Severity for these defects is determined by user impact, not solely by whether the system remains operable for the general population.

A defect that prevents an individual with a disability, or an individual with limited English proficiency, from completing a core task – including understanding translated or transcribed content, completing a transaction, or obtaining effective communication – is classified as Critical Severity (P1), even where the system remains available to other users. A defect that significantly impairs access or effective communication for such an individual, but for which a limited or difficult workaround exists, is classified as Major Severity (P2). A defect that degrades the accessibility or effective-communication experience without blocking a core task, and for which a reasonable workaround exists, is classified as Minor Severity (P3).

Where the Contractor cannot resolve an accessibility or effective-communication defect within the applicable service level, the Contractor shall provide an accessible interim alternate-access method that allows the affected individual to obtain information, transaction, or communication until the defect is resolved. Persistent failure to meet accessibility-related service levels is a material breach. Detailed accessibility maintenance and remediation requirements are set forth in Appendix J.

4.2.11. Reporting

The Contractor shall provide monthly data reports that enable the courts to review SLA performance reports and security incident notifications as requested by the Judicial Branch.

Upon request, the Contractor shall also provide the Judicial Council staff with a consolidated usage summary report reflecting service utilization across all courts.

4.2.12. Unanticipated Tasks

The Contractor shall, at the request of the Judicial Council, perform reasonable unanticipated tasks that are necessary to ensure the successful delivery, operation, or support of the Next-Generation Voice Translation Solution. Any such tasks shall fall within the general scope of this SOW and shall not proceed without prior written approval from the Judicial Council.

5. Acceptance or Rejection. All Goods, Services, and Deliverables are subject to acceptance by each JBE. The JBE may reject any Goods, Services or Deliverables that (i) fail to meet applicable requirements or specifications, including acceptance criteria, (ii) are not as warranted, or (iii) are performed or delivered late (without prior consent by the JBE). If the JBE rejects any Good, Service, or Deliverable (other than for late performance or delivery), Contractor shall modify such rejected Good, Service, or Deliverable at no expense to the JBE to correct the relevant deficiencies and shall redeliver such Good, Service, or Deliverable to the JBE within ten (10) business days after the JBE’s rejection, unless otherwise agreed in writing by the JBE. Thereafter, the parties shall repeat the process set forth in this section until the JBE accepts such corrected Good, Service, or Deliverable. The JBE may terminate the portion of the Participating Addendum that relates to a rejected Good, Service, or Deliverable at no expense to the JBE if the JBE rejects that Good, Service, or Deliverable (i) for late performance or delivery, or (ii) on at least two (2) occasions for other deficiencies.

Judicial Council of California Master Agreement No. @ with @Contractor name

END OF APPENDIX A

JCC LPA Master Agreement IT – Rev. 06-2026 Page A-8

ATTACHMENT 1

ACCEPTANCE AND SIGNOFF FORM

1. Description of Services or Deliverables provided by Contractor: _____________________________________

2. Date submitted to the JBE: ___________________

3. The Services or Deliverables are:

3.1. Submitted on time: ☐ YES ☐ NO. If no, please note length of delay and reasons.

Comments, if any:

3.2. Complete: ☐ YES ☐. NO. If no, please identify incomplete aspects of the Services or Deliverables.

Comments, if any:

3.3. Technically accurate: ☐ YES ☐. NO. If no, please note corrections required.

Comments, if any:

4. Please note level of satisfaction:

☐ POOR ☐ FAIR ☐ GOOD ☐ VERY GOOD ☐ EXCELLENT

Comments, if any:

5. ☐ The Services or Deliverables listed above are accepted.

☐ The Services or Deliverables listed above are rejected.

END OF ATTACHMENT 1

JCC LPA Master Agreement IT – Rev. 06-2026 Page A1-8

APPENDIX B

PAYMENT PROVISIONS

1. General. Subject to the terms of this Agreement, Contractor shall invoice the JBE, and the JBE shall compensate Contractor, as set forth in this Appendix B. The amounts specified in this Appendix shall be the total and complete compensation to be paid to Contractor for its performance under this Agreement. Contractor shall bear, and the JBE shall have no obligation to pay or reimburse Contractor for, any and all other fees, costs, profits, taxes or expenses of any nature that Contractor incurs.

2. Invoicing and Payment

2.1. Invoicing. Contractor shall submit invoices to the JBE in arrears no more frequently than monthly. Contractor’s invoices must include information and supporting documentation acceptable to the JBE. Contractor shall adhere to reasonable billing guidelines issued by the JBE from time to time.

2.2. Payment. The JBE will pay each correct, itemized invoice received from Contractor after acceptance of the applicable Goods, Services, or Deliverables, in accordance with the terms of this Agreement and the applicable Participating Addendum. Notwithstanding any provision, to the contrary, payments to Contractor are contingent upon the timely and satisfactory performance of Contractor’s obligations.

2.3. No Implied Acceptance. Payment does not imply acceptance of Contractor’s invoice, Goods, Services, or Deliverables. Contractor shall immediately refund any payment made in error. The JBE shall have the right at any time to set off any amount owing from Contractor to the JBE against any amount payable by the JBE to Contractor under this Agreement.

3. Taxes. Unless otherwise required by law, the JBE is exempt from federal excise taxes, and no payment will be made for any personal property taxes levied on Contractor or on any taxes levied on employee wages. The JBE shall only pay for any state or local sales, service, use, or similar taxes imposed on the Services rendered or equipment, parts or software supplied to the JBE pursuant to this Agreement.

END OF APPENDIX B

JCC LPA Master Agreement IT – Rev. 06-2026 Page B-8

APPENDIX C

GENERAL PROVISIONS

1. Provisions Applicable to Services

1.1. Qualifications. Contractor shall assign to this project only persons who have sufficient training, education, and experience to successfully perform Contractor’s duties. If a JBE is dissatisfied with any of Contractor’s personnel, for any or no reason, Contractor shall replace them with qualified personnel with respect to such JBE.

1.2. Turnover. Contractor shall endeavor to minimize turnover of personnel Contractor has assigned to perform Services.

1.3. Background Checks. Contractor shall cooperate with the JBE if the JBE wishes to perform any background checks on Contractor’s personnel by obtaining, at no additional cost, all releases, waivers, and permissions the JBE may require. Contractor shall not assign personnel who refuse to undergo a background check. Contractor shall provide prompt notice to the JBE of (i) any person who refuses to undergo a background check, and (ii) the results of any background check requested by the JBE and performed by Contractor. Contractor shall ensure that the following persons are not assigned to perform services for the JBE: (a) any person refusing to undergo such background checks, and (b) any person whose background check results are unacceptable to Contractor or that, after disclosure to the JBE, the JBE advises are unacceptable to the JBE.

2. Contractor Certification Clauses. Contractor certifies to the JBEs that the following representations and warranties, which shall apply to this Agreement and any Participating Addendum, are true. Contractor shall cause its representations and warranties to remain true during the Term. Contractor shall promptly notify the JBEs if any representation and warranty become untrue. Contractor represents and warrants as follows:

2.1. Authority. Contractor has authority to enter into and perform its obligations under this Agreement and any Participating Addendum, and Contractor’s signatory has authority to bind Contractor to this Agreement and any Participating Addendum.

2.2. Not an Expatriate Corporation. Contractor is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC 10286.1 and is eligible to contract with the JBEs.

2.3. 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 this Agreement (or any Participating Addendum) or securing favorable treatment with respect to any determinations concerning the performance of this Agreement (or any Participating Addendum).

2.4. No Conflict of Interest. Contractor has no interest that would constitute a conflict of interest under PCC sections 10365.5, 10410 or 10411; Government Code sections 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.

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

2.6. No Litigation. No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or threatened that may adversely affect Contractor’s ability to perform its obligations.

2.7. Compliance with Laws Generally. Contractor complies with all laws, rules, and regulations applicable to Contractor’s business and its obligations under this Agreement and any Participating Addendum.

2.8. Drug Free Workplace. Contractor provides a drug free workplace as required by California Government Code sections 8355 through 8357.

2.9. 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 this Agreement (and any Participating Addendum), and Contractor takes all reasonable steps to prevent harassment from occurring.

2.10. Non-infringement. The Goods, Services, Deliverables, and Contractor’s performance under this Agreement (and any Participating Addendum) do not infringe, or constitute an infringement, misappropriation or violation of, any third party’s intellectual property right.

2.11. Nondiscrimination. 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 sections 12990 et seq.) and associated regulations (Code of Regulations, title 2, sections 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 will notify in writing each labor organization with which Contractor has a collective bargaining or other agreement of Contractor’s obligations of nondiscrimination.

2.12. National Labor Relations Board Orders. 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.

3. Insurance

3.1. General Requirements

3.1.1. By requiring the minimum insurance set forth in this Agreement, the JBE shall not be deemed or construed to have assessed the risks that may be applicable to Contractor under this Agreement. Contractor shall assess its own risks and if it deems appropriate or prudent, maintain higher limits or broader coverage

3.1.2. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Contractor; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement, whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to the JBE in compliance with the insurance requirements set forth in this Agreement. The JBE may, in its sole discretion, accept self-insurance or risk-pool coverage as a substitute for any of the required insurance policies under this Agreement. No representation is made by the JBE that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement.

3.1.3. Contractor shall obtain and maintain the required insurance for the duration of this Agreement with an insurance company or companies acceptable to the JBE, in its sole discretion, and that are rated “A-VII” or higher by A. M. Best’s key rating guide and are authorized to do business in the state of California.

3.1.4. For all insurance policies required under this Agreement, no deductible shall exceed five (5) percent of the minimum limit of insurance required under this Agreement unless authorized in writing by the JBE. Any Contractor deductible must be clearly stated on the appropriate certificate of insurance.

Self-Insured retentions (SIR) must be declared to and approved in writing by the JBE. The JBE may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or JBE. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to Judicial Branch Entities or Judicial Branch Personnel. JBE may deduct from any amounts otherwise due Contractor to fund the SIR. Policies shall NOT contain any SIR provisions that limit the satisfaction of the SIR to the named insured. The policy must also provide that defense costs, including the allocated loss adjustment expenses, will satisfy the SIR. JBE reserves the right to obtain a copy of any policies and endorsements for verification.

3.1.5. Contractor is responsible for and may not recover from the State of California, Judicial Council, or the JBE any deductible or self-insured retention that is connected to the insurance required under this Agreement. If self-insured, Contractor warrants that it will maintain funds to cover losses required to be insured against by Contractor under the terms of this Agreement.

3.1.6. Contractor, prior to commencing performance under this Agreement, shall provide JBE with certificates of insurance and signed insurance policy endorsements, on forms acceptable to JBE, as evidence that the required insurance is in full force and effect. The insurance required under this Agreement, and any excess liability or umbrella liability insurance, that Contractor maintains in compliance with the terms of this “General Requirements” subsection (with the exception of Professional Liability Insurance, if required) must be endorsed to include the State of California; Judicial Council of California; and the Judicial Branch Entities (including the Establishing JBE and the Participating Entities); and their respective elected and appointed officials, judicial officers, officers, employees, and agents as additional insureds. No payments will be made to Contractor until all required current and complete certificates of insurance and signed insurance policy endorsements are properly endorsed and on file with the JBE.

3.1.7. The insurance required under this Agreement, including all required additional insured coverages, must be endorsed to be primary and non-contributory to any insurance or self-insurance maintained by the State of California, Judicial Council, or the JBE. Contractor’s liabilities under this Agreement shall not be limited in any manner to the insurance coverage required.

3.1.8. Failure to provide the documentation as required prior to the commencement of Work shall not constitute or be construed as a waiver of the obligation to provide such documentation.

3.1.9. The Certificates of Insurance must be addressed and mailed to:

Judicial Council of California Contracts, Branch Accounting and Procurement Attn: Certificate of Insurance, Contract Number @ 455 Golden Gate Avenue, 6th Floor San Francisco, CA 94102 The Certificates of Insurance may also be emailed to: Contracts@jud.ca.gov

3.1.10. All insurance policies required under this Agreement must remain in force for the entire duration of this Agreement. If the insurance expires during the Term of this Agreement, Contractor shall immediately renew or replace the required insurance and provide a new current certificate of insurance and signed insurance policy endorsement(s), or Contractor will be in breach of this Agreement, and the JBE may direct the Contractor to stop work or may take other remedial action. Contractor must provide renewal insurance certificates and signed policy endorsements to JBE on or before the expiration date of the previous insurance certificates and signed policy endorsements. Any new insurance procured by Contractor must conform to the requirements of this Agreement.

3.1.11. In the event Contractor fails to keep the specified insurance coverage in force at all times required under this Agreement, JBE may, in addition to and without limiting any other remedies available to it, (i) order the Contractor to stop work, or (ii) terminate this Agreement upon the occurrence of such event, subject to the provisions of this Agreement.

3.1.12. Contractor, and each insurer providing insurance required under this Agreement, expressly waives all rights of recovery and subrogation rights it may have against the State of California, Judicial Council, the JBE, and their respective elected and appointed officials, judicial officers, officers, employees, and agents for direct physical loss or damage to the Work, and for any liability arising out of or in connection with the Work performed by Contractor under this Agreement or arising out of or in connection with Contractor’s breach of this Agreement. This provision does not apply to professional liability insurance policies.

3.1.13. Contractor shall provide the JBE with written notice within TEN (10) calendar days of becoming aware of a material change or cancellation of the insurance policies required under this Agreement. In the event of expiration or cancellation of any insurance policy, Contractor shall immediately notify the JBE’s Project Manager.

3.1.14. JBE reserves the right to request certified copies of any of the insurance policies required under this Agreement, which must be provided by Contractor within TEN (10) business days following the request by JBE.

3.1.15. Contractor must require insurance from its Subcontractors in substantially the same form as required of the Contractor herein and with limits of liability that are sufficient to protect the interests of the Contractor, State of California, the Judicial Council, the JBE and the Judicial Branch Entities.

3.2. Individual Policy Requirements

3.2.1. Commercial General Liability

Commercial General Liability Insurance shall be written on an occurrence form with limits of not less than one million dollars ($1,000,000) per occurrence for bodily injury and property damage and two million dollars ($2,000,000) annual aggregate. The policy shall include coverage for liabilities arising out of or in connection with premises, operations, products and completed operations, personal and advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom a claim is made or suit is brought. The products and completed liability shall extend for not less than three (3) years past the completion of the Work or the termination of this Agreement, whichever occurs first.

3.2.2. Commercial Automobile Liability

Commercial Automobile Liability Insurance shall have limits of not less than one million dollars ($1,000,000) per accident. This insurance must cover liability arising out of or in connection with the operation, use, loading, or unloading of a motor vehicle assigned to or used in connection with the Work, including, without limitation, owned, hired, and non-owned motor vehicles.

3.2.3. Workers’ Compensation & Employers’ Liability Insurance If Contractor has employees, it shall maintain workers’ compensation insurance as required by law. Employer’s liability limits shall be not less than one million dollars ($1,000,000) for each accident, one million dollars ($1,000,000) as the aggregate disease policy limit, and one million dollars ($1,000,000) as the disease limit for each employee. If Contractor does not have employees, it shall provide a letter, on company letterhead, to the JBE certifying, under penalty of perjury, that it does not have employees. Upon the JBE’s receipt of the letter, Contractor shall not be required to maintain workers’ compensation insurance.

3.2.4. Professional Liability Insurance

Professional Liability Insurance shall include coverage for any negligent act, error, or omission committed or alleged to have been committed which arises out of rendering or failure to render the Work provided under the terms of this Agreement. The policy shall provide limits of not less than one million dollars ($1,000,000) per claim or per occurrence and two million dollars ($2,000,000) annual aggregate. If the policy is written on a “claims made” form, Contractor shall continue such coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three (3) years from the date of completion of the Work which is the subject of this Agreement. The retroactive date or “prior acts inclusion date” of any such “claims made” policy must be no later than the date that Work commences pursuant to this Agreement.

3.2.5. Cyber Liability Insurance

Cyber Liability Insurance, with limits of not less than two million dollars ($2,000,000) per occurrence or claim, two million dollars ($2,000,000) aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and…