STANDARD AGREEMENT rev July 2017 AGREEMENT NUMBER [Agreement number] Tax ID Number

STANDARD AGREEMENT rev July 2017

AGREEMENT NUMBER

[Agreement number]

Tax ID Number

1. In this agreement (“Agreement”), the term “Contractor” refers to [Contractor name], and the term “JUDICIAL COUNCIL” refers to the [Judicial Council of the State of California].

2. This Agreement is effective as of [Date] (“Effective Date”) and expires on [Date] (“Expiration Date”). This Agreement includes one or more options to extend through [Date or “N/A”].

3. The maximum amount the JUDICIAL COUNCIL may pay Contractor under this Agreement is $[Dollar amount] (the “Contract Amount”). The maximum amount the JUDICIAL COUNCIL may pay Contractor is (i) $[Dollar amount] during the Initial Term, and (ii) $[Dollar amount] during the Option Term.

4. The purpose or title of this Agreement is: Consultation Services for Electronic Security Systems Evaluations].

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

5. The parties agree that this Agreement, made up of this coversheet, the appendixes listed below, and any attachments, contains the parties’ entire understanding related to the subject matter of this Agreement, and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writing and all other communications between the parties.

Appendix A – Services

Appendix B – Payment Provisions Appendix C – General Provisions Appendix D – Defined Terms

Appendix E – Xxxxx Civil Rights Act and FEHA Certification [Only when entering into or renewing a contract

$100,000 or more]

Appendix F - Security Systems Evaluation Worksheet

	JUDICIAL COUNCILJUDICIAL COUNCIL’S SIGNATURE	CONTRACTOR’S SIGNATURE
	[JUDICIAL COUNCILJUDICIAL COUNCIL name]	CONTRACTOR’S NAME (if Contractor is not an individual person, state whether Contractor is a corporation, partnership, etc., and the state or territory where Contractor is organized)
	BY (Authorized Signature) 	BY (Authorized Signature) 
	PRINTED NAME AND TITLE OF PERSON SIGNING [Name and title]	PRINTED NAME AND TITLE OF PERSON SIGNING [Name and title]
	DATE EXECUTED [Date]	DATE EXECUTED [Date]
	ADDRESS [Address]	ADDRESS [Address]

APPENDIX A

Security Systems Evaluations Services

1. Background and Purpose.

California courts occupy all 58 counties in the state. Most courthouses have some level of electronic security in place, including security video, access control, duress and intercom systems. The systems vary greatly in age and condition. The primary focus of this project will be to evaluate approximately 200 security video systems throughout California, with the possibility of adding the other systems mentioned above to the process if time and budget allow. The goal of the project is to perform and complete the systems evaluations over a three-year period.

2. Services.

2.1 Description of Services. Contractor shall perform the following services (“Services”):

Provide professional consulting services to the Judicial Council of California by assisting with the evaluation of existing electronic security systems. These systems consist of security video, access control, intercom and duress systems.

Firm will prepare a written report of findings related to the age, serviceability, maintenance recommendations, and estimated remaining lifespan. Report shall also include Rough Order of Magnitude (ROM) (See Appendix F) for costs of refreshing or replacing the existing systems, and a brief, high level scope of work to explain the ROM figures and conclusions. Particular attention shall be given to providing alternative solutions to total system replacement, including a phased replacement approach. Not every location will require every system to be evaluated.

Detailed cost estimates, detailed scopes of work, and system design services are not required for this project. The goal of these evaluations is to provide information that will assist with future budgeting and the identification of priorities related to future security system improvements.

This project will require statewide travel to as many as 200 locations, for a period of two (2) years, with two (2) possible extensions of one (1) year each., subject to annual funding availability. An average of six

(6) site visits and evaluation reports will need to be completed each month to complete the project in the scheduled time frame. Some evaluations can be completed without a site visit if available information is sufficient as to the existing systems, while other, larger sites will require a significant amount of time on site, and for report preparation. In most instances, staff from the Judicial Council’s Security Operations unit will accompany the consultant on site visits. Evaluation reports will be completed “without” the use of “as built” drawings, and in most cases, “without” floor plans. Monthly submissions of evaluations for site visits occurring within the previous month will be made. Scheduling and progress meetings (conference calls) will take place weekly at no cost to the JUDICIAL COUNCIL. The initial scope of work will be the evaluation of security camera systems, and may be expanded to include access control, duress, and intercom systems. The expansion of the scope will be schedule and budget driven.

2.2 Description of Deliverables. Contractor shall deliver to the JUDICIAL COUNCIL the following work products (“Deliverables”):

Contractor(s) will help create a template (worksheet) to use on site visits to gather information that will later be used to assist with the system evaluation reports. Report format and specific relevant information required will be developed and agreed upon by JCC and Contractor. Using the newly created Security Systems Evaluation Worksheet, provide system evaluation reports. A separate report will be required for each system being evaluated. Report shall include a Rough Order of Magnitude (ROM) for costs of refreshing or replacing the existing systems, and a brief, high level scope of work to explain the ROM figures and conclusions. Particular attention shall be given to providing alternative solutions to total

system replacement, including a phased replacement approach. Not every location will require every system to be evaluated based on the Project Managers discretion. Actual proposals of cost estimates, detailed scopes of work, and system design services are not required for this project.

2.3 Acceptance Criteria. The Services and Deliverables must meet the following acceptance criteria or the JUDICIAL COUNCIL may reject the applicable Services or Deliverables. The JUDICIAL COUNCIL may use the attached Security Systems Evaluation Worksheet to notify Contractor of the acceptance or rejection of the Services and Deliverables. Contractor will not be paid for any rejected Services or Deliverables. (See Appendix F )

2.4 Timeline. Contractor must perform the Services and deliver the Deliverables according to the following timeline:

Evaluation reports will be due within one week after the site visit. Initially , 5 site visits per month are anticipated in order to complete the entire project within the current 3-year timeframe. Evaluation reports completed in the early stages of the project will likely take longer to complete than subsequent reports because of the time necessary to identify appropriate solutions. Once identified, similar solutions can be applied as needed to the bulk of the evaluation reports. Time required to perform on-site evaluations will vary dependent upon the size of the location and of the systems being evaluated. The initial scope of work will be the evaluation of security camera systems, and may be expanded to include access control, duress, and intercom systems. The expansion of the scope will be schedule and budget driven.

2.5 Project Managers. The JUDICIAL COUNCIL’s project manager is: [Xxxxxx Xxxxxxxx]. The JUDICIAL COUNCIL may change its project manager at any time upon notice to Contractor without need for an amendment to this Agreement. Contractor’s project manager is: [Insert name]. Subject to written approval by the JUDICIAL COUNCIL, Contractor may change its project manager without need for an amendment to this Agreement.

2.6 Service Warranties. Contractor warrants 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 will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JUDICIAL COUNCIL’s acceptance of such Deliverable, and shall continue for a period of one

(1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JUDICIAL COUNCIL.

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

2.8 Commencement of Performance. This Agreement is of no force and effect until signed by both parties and all JUDICIAL COUNCIL-required approvals are secured. Any commencement of performance prior to Agreement approval shall be at Contractor's own risk.

3. Acceptance or Rejection. All Services, and Deliverables are subject to acceptance by the JUDICIAL COUNCIL. The JUDICIAL COUNCIL may reject any , Services or Deliverables that (i) fail to meet applicable acceptance criteria, (ii) are not as warranted, or (iii) are performed or delivered late (without prior consent by the JUDICIAL COUNCIL). If the JUDICIAL COUNCIL rejects any Service, or Deliverable (other than for late performance or delivery), Contractor shall modify such rejected Service, or Deliverable at no expense to the JUDICIAL COUNCIL to correct the relevant deficiencies and shall redeliver such Service, or Deliverable to the JUDICIAL COUNCIL within ten (10) business days after the JUDICIAL COUNCIL’s rejection, unless otherwise agreed in writing by the JUDICIAL COUNCIL. Thereafter, the parties shall repeat the process set

forth in this section until the JUDICIAL COUNCIL accepts such corrected Service, or Deliverable. The JUDICIAL COUNCIL may terminate that portion of this Agreement which relates to a rejected Service, or Deliverable at no expense to the JUDICIAL COUNCIL if the JUDICIAL COUNCIL rejects that Service, or Deliverable (i) for late performance or delivery, or (ii) on at least two (2) occasions for other deficiencies.

APPENDIX B

Payment Provisions

1. General. Subject to the terms of this Agreement, Contractor shall invoice the JUDICIAL COUNCIL, and the JUDICIAL COUNCIL 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 JUDICIAL COUNCIL shall have no obligation to pay or reimburse Contractor for, any and all other fees, costs, profits, taxes or expenses of any nature which Contractor incurs.

2. Compensation for Services.

2.1 Amount. Contractor will invoice the monthly invoices for Services or Deliverables that the JUDICIAL COUNCIL has accepted:

2.2 Withholding. When making a payment tied to the acceptance of Deliverables, the JUDICIAL COUNCIL shall have the right to withhold ten percent (10%) of each such payment until the JUDICIAL COUNCIL accepts the final Deliverable.

2.3 No Advance Payment. The JUDICIAL COUNCIL will not make any advance payment for Services.

2.4 Expenses. Except as set forth in this section, no expenses relating to the Services, and Deliverables shall be reimbursed by the JUDICIAL COUNCIL.

2.5 Allowable Expenses. Contractor may submit for reimbursement, without xxxx-up, only the following categories of expense:

2.6 Limit on Travel Expenses. If travel expenses are allowed under Section 4.1 above: (i) all travel is subject to written preauthorization and approval by the JUDICIAL COUNCIL, and (ii) all travel expenses are limited to the maximum amounts set forth in the JUDICIAL COUNCIL’s travel expense policy.

2.7 Required Certification. Contractor must include with any request for reimbursement from the JUDICIAL COUNCIL a certification that Contractor is not seeking reimbursement for costs incurred to assist, promote, or deter union organizing. If Contractor incurs costs or makes expenditures to assist promote or deter union organizing, Contractor will maintain records sufficient to show that no reimbursement from the JUDICIAL COUNCIL was sought for these costs, and Contractor will provide those records to the Attorney General upon request.

3. Invoicing and Payment

3.1 Invoicing. Contractor shall submit invoices to the JUDICIAL COUNCIL in arrears no more frequently than monthly. Contractor’s invoices must include information and supporting documentation acceptable to the JUDICIAL COUNCIL, including Security Systems Evaluation Work Sheet (Appendix F). Contractor shall adhere to reasonable billing guidelines issued by the JUDICIAL COUNCIL from time to time.

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

3.3 No Implied Acceptance. Payment does not imply acceptance of Contractor’s invoice, , Services, or Deliverables. Contractor shall immediately refund any payment made in error. The JUDICIAL COUNCIL shall have the right at any time to set off any amount owing from Contractor to the

JUDICIAL COUNCIL against any amount payable by the JUDICIAL COUNCIL to Contractor under this Agreement.

4. Taxes. Unless otherwise required by law, the JUDICIAL COUNCIL 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 JUDICIAL COUNCIL 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 JUDICIAL COUNCIL pursuant to this Agreement.

.

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 the JUDICIAL COUNCIL is dissatisfied with any of Contractor’s personnel, for any or no reason, Contractor shall replace them with qualified personnel.

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 JUDICIAL COUNCIL if the JUDICIAL COUNCIL wishes to perform any background checks on Contractor’s personnel by obtaining, at no additional cost, all releases, waivers, and permissions the JUDICIAL COUNCIL may require. Contractor shall not assign personnel who refuse to undergo a background check. Contractor shall provide prompt notice to the JUDICIAL COUNCIL of (i) any person who refuses to undergo a background check, and

(ii) the results of any background check requested by the JUDICIAL COUNCIL and performed by Contractor. Contractor shall ensure that the following persons are not assigned to perform services for the JUDICIAL COUNCIL: (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 JUDICIAL COUNCIL, the JUDICIAL COUNCIL advises are unacceptable to the JUDICIAL COUNCIL.

2. Contractor Certification Clauses. Contractor certifies that the following representations and warranties are true. Contractor shall cause its representations and warranties to remain true during the Term. Contractor shall promptly notify the JUDICIAL COUNCIL if any representation and warranty becomes untrue. Contractor represents and warrants as follows:

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

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 JUDICIAL COUNCIL.

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 securing favorable treatment with respect to any determinations concerning the performance of this Agreement.

2.4 No Conflict of Interest. Contractor has no interest that would constitute a conflict of interest under PCC 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 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 the Services.

2.7 Compliance with Laws Generally. Contractor complies in all material respects with all laws, rules, and regulations applicable to Contractor’s business and services.

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 Contractor takes all reasonable steps to prevent harassment from occurring.

2.10 Noninfringement. The Services, Deliverables, and Contractor’s performance under this Agreement 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 Basic Coverage. Contractor shall provide and maintain at the JUDICIAL COUNCIL’s discretion and Contractor’s expense the following insurance during the Term:

A. Commercial General Liability. The policy must be at least as broad as the Insurance Services Office (ISO) Commercial General Liability “occurrence” form, with coverage for liabilities arising out of premises, operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under an insured contract. The policy must provide limits of at least $1,000,000 per occurrence and annual aggregate.

B. Workers Compensation and Employer’s Liability. The policy is required only if Contractor has employees. The policy must include workers’ compensation to meet minimum requirements of the California Labor Code, and it must provide coverage for employer’s liability bodily injury at minimum limits of $1,000,000 per accident or disease.

C. Automobile Liability. This policy is required only if Contractor uses an automobile or other vehicle in the performance of this Agreement. The policy must cover bodily injury and property damage liability and be applicable to all vehicles used in Contractor’s performance of this Agreement whether owned, non-owned, leased, or hired. The policy must provide combined single limits of at least $1,000,000 per occurrence.

D. Professional Liability. This policy is required only if Contractor performs professional services under this Agreement. The policy must cover liability resulting from any act, error, or omission committed in Contractor’s performance of Services under this Agreement, at minimum limits of

$1,000,000 per occurrence and annual aggregate. If the policy is written on a “claims made” form, Contractor shall maintain such coverage continuously throughout the Term and, without lapse, for a period of three (3) years beyond the termination and acceptance of all Services provided under this Agreement. The retroactive date or “prior acts inclusion date” of any such “claims made” policy must be no later than the date that activities commence pursuant to this Agreement.

3.2 Umbrella Policies. Contractor may satisfy basic coverage limits through any combination of basic coverage and umbrella insurance.

3.3 Aggregate Limits of Liability. The basic coverage limits of liability may be subject to annual aggregate limits. If this is the case the annual aggregate limits of liability must be at least two (2) times the limits

required for each policy, or the aggregate may equal the limits required but must apply separately to this Agreement.

3.4 Deductibles and Self-Insured Retentions. Contractor shall declare to the JUDICIAL COUNCIL all deductibles and self-insured retentions that exceed $100,000 per occurrence. Any increases in deductibles or self-insured retentions that exceed $100,000 per occurrence are subject to the JUDICIAL COUNCIL’s approval. Deductibles and self-insured retentions do not limit Contractor’s liability.

3.5 Additional Insured Endorsements. Contractor’s commercial general liability policy, automobile liability policy, and, if applicable, umbrella policy must be endorsed to name the following as additional insureds with respect to liabilities arising out of the performance of this Agreement: the JUDICIAL COUNCIL, the State of California, the Judicial Council of California, and their respective judges, subordinate judicial officers, executive officers, administrators, officers, officials, agents, representatives, contractors, volunteers or employees.

3.6 Certificates of Insurance. Before Contractor begins performing Services, Contractor shall give the JUDICIAL COUNCIL certificates of insurance attesting to the existence of coverage, and stating that the policies will not be canceled, terminated, or amended to reduce coverage without thirty (30) days’ prior written notice to the JUDICIAL COUNCIL.

3.7 Qualifying Insurers. For insurance to satisfy the requirements of this section, all required insurance must be issued by an insurer with an A.M. Best rating of A - or better that is approved to do business in the State of California.

3.8 Required Policy Provisions. Each policy must provide, as follows: (i) the policy is primary and noncontributory with any insurance or self-insurance maintained by Judicial Branch Entities and Judicial Branch Personnel, and the basic coverage insurer waives any and all rights of subrogation against Judicial Branch Entities and Judicial Branch Personnel; (ii) the insurance applies separately to each insured against whom a claim is made or a lawsuit is brought, to the limits of the insurer’s liability; and (iii) each insurer waives any right of recovery or subrogation it may have against the JUDICIAL COUNCIL, the State of California, the Judicial Council of California, and their respective judges, subordinate judicial officers, executive officers, administrators, officers, officials, agents, representatives, contractors, volunteers or employees for loss or damage.

3.9 Partnerships. If Contractor is an association, partnership, or other joint business venture, the basic coverage may be provided by either (i) separate insurance policies issued for each individual entity, with each entity included as a named insured or as an additional insured; or (ii) joint insurance program with the association, partnership, or other joint business venture included as a named insured.

3.10 Consequence of Lapse. If required insurance lapses during the Term, the JUDICIAL COUNCIL is not required to process invoices after such lapse until Contractor provides evidence of reinstatement that is effective as of the lapse date.

4. Indemnity. Contractor will defend (with counsel satisfactory to the JUDICIAL COUNCIL or its designee), indemnify and hold harmless the Judicial Branch Entities and the Judicial Branch Personnel against all claims, losses, and expenses, including attorneys’ fees and costs, that arise out of or in connection with (i) an act or omission of Contractor, its agents, employees, independent contractors, or subcontractors in the performance of this Agreement, (ii) a breach of a representation, warranty, or other provision of this Agreement, and (iii) infringement of any trade secret, patent, copyright or other third party intellectual property. This indemnity applies regardless of the theory of liability on which a claim is made or a loss occurs. This indemnity will survive the expiration or termination of this Agreement, and acceptance of any Services, or Deliverables. Contractor shall not make any admission of liability or other statement on behalf of an indemnified party or enter into any settlement or other agreement which would bind an indemnified party, without the JUDICIAL COUNCIL’s prior written consent, which consent shall not be unreasonably withheld; and the JUDICIAL COUNCIL shall have the right, at its option and expense, to participate in the defense and/or settlement of a claim through counsel of its own choosing. Contractor’s duties of indemnification exclude indemnifying a party for that portion of losses and expenses that are finally determined by a reviewing court to have arisen out of the sole negligence or willful misconduct of the indemnified party.

5. Option Term. Unless Section 2 of the Coversheet indicates that an Option Term is not applicable, the JUDICIAL COUNCIL may, at its sole option, extend this Agreement for a single one-year term, at the end of which Option Term this Agreement shall expire. In order to exercise this Option Term, the JUDICIAL COUNCIL must send Notice to Contractor at least thirty (30) days prior to the end of the Initial Term. The exercise of an Option Term will be effective without Contractor’s signature.

6. Tax Delinquency. Contractor must provide notice to the JUDICIAL COUNCIL immediately if Contractor has reason to believe it may be placed on either (i) the California Franchise Tax Board’s list of 500 largest state income tax delinquencies, or (ii) the California Board of Equalization’s list of 500 largest delinquent sales and use tax accounts. The JUDICIAL COUNCIL may terminate this Agreement immediately “for cause” pursuant to Section 7.2 below if (i) Contractor fails to provide the notice required above, or (ii) Contractor is included on either list mentioned above

7. Termination

7.1 Termination for Convenience. The JUDICIAL COUNCIL may terminate, in whole or in part, this Agreement for convenience upon thirty (30) days prior Notice. After receipt of such Notice, and except as otherwise directed by the JUDICIAL COUNCIL, Contractor shall immediately: (a) stop Services as specified in the Notice.

7.2 Termination for Cause. The JUDICIAL COUNCIL may terminate this Agreement, in whole or in part, immediately “for cause” if (i) Contractor fails or is unable to meet or perform any of its duties under this Agreement, and this failure is not cured within ten (10) days following Notice of default (or in the opinion of the JUDICIAL COUNCIL, is not capable of being cured within this cure period); (ii) Contractor or Contractor’s creditors file a petition as to Contractor’s bankruptcy or insolvency, or Contractor is declared bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, goes into liquidation or receivership, or otherwise loses legal control of its business; or (iii) Contractor makes or has made under this Agreement any representation, warranty, or certification that is or was incorrect, inaccurate, or misleading.

7.3 Termination upon Death. This entire Agreement will terminate immediately without further action of the parties upon the death of a natural person who is a party to this Agreement, or a general partner of a partnership that is a party to this Agreement.

7.4 Termination for Changes in Budget or Law. The JUDICIAL COUNCIL’s payment obligations under this Agreement are subject to annual appropriation and the availability of funds. Expected or actual funding may be withdrawn, reduced, or limited prior to the expiration or other termination of this Agreement. Funding beyond the current appropriation year is conditioned upon appropriation of sufficient funds to support the activities described in this Agreement. The JUDICIAL COUNCIL may terminate this Agreement or limit Contractor’s Services (and reduce proportionately Contractor’s fees) upon Notice to Contractor without prejudice to any right or remedy of the JUDICIAL COUNCIL if: (i) expected or actual funding to compensate Contractor is withdrawn, reduced or limited; or (ii) the JUDICIAL COUNCIL determines that Contractor’s performance under this Agreement has become infeasible due to changes in applicable laws.

7.5 Rights and Remedies of the JUDICIAL COUNCIL.

A. Nonexclusive Remedies. All remedies provided in this Agreement may be exercised individually or in combination with any other available remedy. Contractor shall notify the JUDICIAL COUNCIL immediately if Contractor is in default, or if a third party claim or dispute is brought or threatened that alleges facts that would constitute a default under this Agreement. If Contractor is in default, the JUDICIAL COUNCIL may do any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and exercise any other rights of setoff as may be provided in this Agreement or any other agreement between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding mediation; (iii) exercise, following Notice, the JUDICIAL COUNCIL’s right of early termination of this Agreement as provided herein; and (iv) seek any other remedy available at law or in equity.

B. Replacement. If the JUDICIAL COUNCIL terminates this Agreement in whole or in part for cause, the JUDICIAL COUNCIL may acquire from third parties, under the terms and in the

manner the JUDICIAL COUNCIL considers appropriate, or services equivalent to those terminated, and Contractor shall be liable to the JUDICIAL COUNCIL for any excess costs for those services. Notwithstanding any other provision of this Agreement, in no event shall the excess cost to the JUDICIAL COUNCIL for such services be excluded under this Agreement as indirect, incidental, special, exemplary, punitive or consequential damages of the JUDICIAL COUNCIL. Contractor shall continue any Services not terminated hereunder.

C. Delivery of Materials. In the event of any expiration or termination of this Agreement, Contractor shall promptly provide the JUDICIAL COUNCIL with all originals and copies of the Deliverables, including any partially-completed Deliverables-related work product or materials, and any JUDICIAL COUNCIL-provided materials in its possession, custody, or control. In the event of any termination of this Agreement, the JUDICIAL COUNCIL shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JUDICIAL COUNCIL’s termination is not for cause, the JUDICIAL COUNCIL shall pay any fees due under this Agreement for Services performed or Deliverables completed and accepted as of the date of the JUDICIAL COUNCIL’s termination Notice.

7.6 Survival. Termination or expiration of this Agreement shall not affect the rights and obligations of the parties which arose prior to any such termination or expiration (unless otherwise provided herein) and such rights and obligations shall survive any such termination or expiration. Rights and obligations which by their nature should survive shall remain in effect after termination or expiration of this Agreement, including any section of this Agreement that states it shall survive such termination or expiration.

8. Assignment and Subcontracting. Contractor may not assign or subcontract its rights or duties under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the JUDICIAL COUNCIL. Consent may be withheld for any reason or no reason. Any assignment or subcontract made in contravention of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement will be binding on the parties and their permitted successors and assigns.

9. Notices. Notices must be sent to the following address and recipient:

If to Contractor:	If to the JUDICIAL COUNCIL:
[name, title, address]	[name, title, address]
With a copy to:	With a copy to:

Either party may change its address for Notices by giving the other party Notice of the new address in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, three (3) days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service.

10. Provisions Applicable to Certain Agreements. The provisions in this section are applicable only to the types of orders specified in the first sentence of each subsection. If this Agreement is not of the type described in the first sentence of a subsection, then that subsection does not apply to the Agreement.

10.1 Union Activities Restrictions. If the Contract Amount is over $50,000, this section is applicable. Contractor agrees that no JUDICIAL COUNCIL funds received under this Agreement will be used to assist, promote or deter union organizing during the Term. If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no JUDICIAL COUNCIL funds were used for those expenditures. Contractor will provide those records to the Attorney General upon request.

10.2 Domestic Partners, Spouses, Gender, and Gender Identity Discrimination. If the Contract Amount is

$100,000 or more, this section is applicable. Contractor is in compliance with, and throughout the Term will remain in compliance with: (i) PCC 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)

PCC 10295.35, which places limitations on contracts with contractors that discriminate in the provision of benefits on the basis of an employee’s or dependent’s actual or perceived gender identity.

10.3 Child Support Compliance Act. If the Contract Amount is $100,000 or more, this section is applicable. Contractor recognizes the importance of child and family support obligations and fully complies with (and will continue to comply with during the Term) all applicable state and federal laws relating to child and family support enforcement, including disclosure of information and compliance with earnings assignment orders, as provided in Family Code section 5200 et seq. Contractor provides the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

10.4 Priority Hiring. If the Contract Amount is over $200,000 and this Agreement is for services (other than Consulting Services), this section is applicable. Contractor shall give priority consideration in filling vacancies in positions funded by this Agreement to qualified recipients of aid under Welfare and Institutions Code section 11200 in accordance with PCC 10353.

10.5 Iran Contracting Act. If the Contract Amount is $1,000,000 or more and Contractor did not provide to JUDICIAL COUNCIL an Iran Contracting Act certification as part of the solicitation process, this section is applicable. Contractor certifies either (i) it is not on the current list of persons engaged in investment activities in Iran (“Iran List”) created by the California Department of General Services pursuant to PCC 2203(b), and is not a financial institution extending $20,000,000 or more in credit to another person, for forty-five (45) days or more, if that other person will use the credit to provide services in the energy sector in Iran and is identified on the Iran List, or (ii) it has received written permission from the JUDICIAL COUNCIL to enter into this Agreement pursuant to PCC 2203(c).

10.6 Sweatshop Labor. If this Agreement provides for the laundering of apparel, garments or corresponding accessories, or for furnishing equipment, materials, or supplies other than for public works, this section is applicable. Contractor certifies that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the JUDICIAL COUNCIL under this Agreement have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor adheres to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at xxx.xxx.xx.xxx, and PCC 6108. Contractor agrees to cooperate fully in providing reasonable access to Contractor’s records, documents, agents, and employees, and premises if reasonably required by authorized officials of the Department of Industrial Relations, or the Department of Justice to determine Contractor’s compliance with the requirements under this section and shall provide the same rights of access to the JUDICIAL COUNCIL.

10.7 Federal Funding Requirements. If this Agreement is funded in whole or in part by the federal government, this section is applicable. It is mutually understood between the parties that this Agreement may have been written for the mutual benefit of both parties before ascertaining the availability of congressional appropriation of funds, to avoid program and fiscal delays that would occur if this Agreement were executed after that determination was made. This Agreement is valid and enforceable only if sufficient funds are made available to the JUDICIAL COUNCIL by the United State Government for the fiscal year in which they are due and consistent with any stated programmatic purpose, and this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or to any statute enacted by the Congress that may affect the provisions, terms, or funding of this Agreement in any manner. The parties mutually agree that if the Congress does not appropriate sufficient funds for any program under which this Agreement is intended to be paid, this Agreement shall be deemed amended without any further action of the parties to reflect any reduction in funds. The JUDICIAL COUNCIL may invalidate this Agreement under the termination for convenience or cancellation clause (providing for no more than thirty (30) days’ Notice of termination or cancellation), or amend this Agreement to reflect any reduction in funds.

10.8 DVBE Commitment. This section is applicable if Contractor received a disabled veteran business enterprise (“DVBE”) incentive in connection with this Agreement. Contractor’s failure to meet the DVBE commitment set forth in its bid or proposal constitutes a breach of the Agreement. If Contractor used DVBE subcontractor(s) in connection with this Agreement: (i) Contractor must use the DVBE subcontractors identified in its bid or proposal, unless the JUDICIAL COUNCIL approves in writing replacement by another DVBE subcontractor in accordance with the terms of this Agreement; and (ii) Contractor must within sixty (60) days of receiving final payment under this Agreement certify in a report to the JUDICIAL COUNCIL: (1) the total amount of money Contractor received under the Agreement; (2) the name and address of each DVBE subcontractor to which Contractor subcontracted work in connection with the Agreement; (3) the amount each DVBE subcontractor received from Contractor in connection with the Agreement; and (4) that all payments under the Agreement have been made to the applicable DVBE subcontractors. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation.

10.9 Antitrust Claims. If this Agreement resulted from a competitive solicitation, this section is applicable. Contractor shall assign to the JUDICIAL COUNCIL all rights, title, and interest in and to all causes of action it may have under Section 4 of the Xxxxxxx Act (15 U.S.C. Sec. 15) or under the Xxxxxxxxxx Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of services by Contractor for sale to the JUDICIAL COUNCIL. Such assignment shall be made and become effective at the time the JUDICIAL COUNCIL tenders final payment to Contractor. If the JUDICIAL COUNCIL receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this section, Contractor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the JUDICIAL COUNCIL any portion of the recovery, including treble damages, attributable to overcharges that were paid by Contractor but were not paid by the JUDICIAL COUNCIL as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Upon demand in writing by Contractor, the JUDICIAL COUNCIL shall, within one (1) year from such demand, reassign the cause of action assigned under this part if Contractor has been or may have been injured by the violation of law for which the cause of action arose and (a) the JUDICIAL COUNCIL has not been injured thereby, or (b) the JUDICIAL COUNCIL declines to file a court action for the cause of action.

10.10 Legal Services. If this Agreement is for legal services, this section is applicable. Contractor shall: (i) adhere to legal cost and billing guidelines designated by the JUDICIAL COUNCIL; (ii) adhere to litigation plans designated by the JUDICIAL COUNCIL, if applicable; (iii) adhere to case phasing of activities designated by the JUDICIAL COUNCIL, if applicable; (iv) submit and adhere to legal budgets as designated by the JUDICIAL COUNCIL; (v) maintain legal malpractice insurance in an amount not less than the amount designated by the JUDICIAL COUNCIL; and (vi) submit to legal xxxx audits and law firm audits if so requested by the JUDICIAL COUNCIL, whether conducted by employees or designees of the JUDICIAL COUNCIL or by any legal cost-control provider retained by the JUDICIAL COUNCIL for that purpose. Contractor may be required to submit to a legal cost and utilization review as determined by the JUDICIAL COUNCIL. If (a) the Contract Amount is greater than $50,000, (b) the legal services are not the legal representation of low- or middle-income persons, in either civil, criminal, or administrative matters, and (c) the legal services are to be performed within California, then Contractor agrees to make a good faith effort to provide a minimum number of hours of pro xxxx legal services, or an equivalent amount of financial contributions to qualified legal services projects and support centers, as defined in section 6213 of the Business and Professions Code, during each year of the Agreement equal to the lesser of either (A) thirty (30) multiplied by the number of full time attorneys in the firm’s offices in California, with the number of hours prorated on an actual day basis for any period of less than a full year or (B) the number of hours equal to ten percent (10%) of the Contract Amount divided by the average billing rate of the firm. Failure to make a good faith effort may be cause for nonrenewal of this Agreement or another judicial branch or other state contract for legal services, and may be taken into account when determining the award of future contracts with a Judicial Branch Entity for legal services.

10.11 Good Standing. If Contractor is a corporation, limited liability company, or limited partnership, and this Agreement is performed in whole or in part in California, this section is applicable. Contractor is, and will remain for the Term, qualified to do business and in good standing in California.

10.12 Equipment Purchases. If this Agreement includes the purchase of equipment, this section is applicable. The JUDICIAL COUNCIL may, at its option, repair any damaged or replace any lost or stolen items and deduct the cost thereof from Contractor’s invoice to the JUDICIAL COUNCIL, or require Contractor to repair or replace any damaged, lost, or stolen equipment to the satisfaction of the JUDICIAL COUNCIL at no expense to the JUDICIAL COUNCIL. If a theft occurs, Contractor must file a police report immediately.

10.13 Four-Digit Date Compliance. If this Agreement includes the purchase of systems, software, or instrumentation with imbedded chips, this section is applicable. Contractor represents and warrants that it will provide only Four-Digit Date Compliant deliverables and services to the JUDICIAL COUNCIL. “Four-Digit Date Compliant” deliverables and services can accurately process, calculate, compare, and sequence date data, including date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Agreement and does not limit the generality of warranty obligations set forth elsewhere in this Agreement.

10.14 Janitorial Services or Building Maintenance Services. If this Agreement is for janitorial or building maintenance services, this section is applicable. If this Agreement requires Contractor to perform Services at a new site, Contractor shall retain for sixty (60) days all employees currently employed at that site by any previous contractor that performed the same services at the site. Contractor shall provide upon request information sufficient to identify employees providing janitorial or building maintenance services at each site and to make the necessary notifications required under Labor Code section 1060 et seq.

10.15 Small Business Preference Commitment. This section is applicable if Contractor received a small business preference in connection with this Agreement. Contractor’s failure to meet the small business commitment set forth in its bid or proposal constitutes a breach of this Agreement. Contractor must within sixty (60) days of receiving final payment under this Agreement report to the JUDICIAL COUNCIL the actual percentage of small/micro business participation that was achieved. If Contractor is a nonprofit veteran service agency (“NVSA”), Contractor must employ veterans receiving services from the NVSA for not less than 75 percent of the person-hours of direct labor required for the production of services and the provision of services performed pursuant to this Agreement.

11. Miscellaneous Provisions.

11.1 Independent Contractor. Contractor is an independent contractor to the JUDICIAL COUNCIL. No employer-employee, partnership, joint venture, or agency relationship exists between Contractor and the JUDICIAL COUNCIL. Contractor has no authority to bind or incur any obligation on behalf of the JUDICIAL COUNCIL. If any governmental entity concludes that Contractor is not an independent contractor, the JUDICIAL COUNCIL may terminate this Agreement immediately upon Notice.

11.2 GAAP Compliance. Contractor maintains an adequate system of accounting and internal controls that meets Generally Accepted Accounting Principles.

11.3 Audit. Contractor must allow the JUDICIAL COUNCIL 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 JUDICIAL COUNCIL five percent (5%) or more during the time period subject to audit, Contractor must reimburse the JUDICIAL COUNCIL in an amount equal to the cost of such audit. This Agreement is subject to examinations and audit by the State Auditor for a period three

(3) years after final payment.

11.4 Licenses and Permits. Contractor shall obtain and keep current all necessary licenses, approvals, permits and authorizations required by applicable law for the performance of the Services. 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.

11.5 Confidential Information. During the Term 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 JUDICIAL COUNCIL’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 JUDICIAL COUNCIL owns all right, title and interest in the Confidential Information. Contractor will notify the JUDICIAL COUNCIL promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JUDICIAL COUNCIL to protect such Confidential Information. Upon the JUDICIAL COUNCIL’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JUDICIAL COUNCIL or, if so directed by the JUDICIAL COUNCIL, destroy all Confidential Information (in every form and medium), and (b) certify to the JUDICIAL COUNCIL in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JUDICIAL COUNCIL shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

11.6 Ownership of Deliverables. Unless otherwise agreed in this Agreement, Contractor hereby assigns to the JUDICIAL COUNCIL ownership of all Deliverables, any partially-completed Deliverables, and related work product or materials. Contractor agrees not to assert any rights at common law, or in equity, or establish a copyright claim in any of these materials. Contractor shall not publish or reproduce any Deliverable in whole or part, in any manner or form, or authorize others to do so, without the written consent of the JUDICIAL COUNCIL.

11.7 Publicity. Contractor shall not make any public announcement or press release about this Agreement without the prior written approval of the JUDICIAL COUNCIL.

11.8 Choice of Law and Jurisdiction. California law, without regard to its choice-of-law provisions, governs this Agreement. The parties shall attempt in good faith to resolve informally and promptly any dispute that arises under this Agreement. Jurisdiction for any legal action arising from this Agreement shall exclusively reside in state or federal courts located in California, and the parties hereby consent to the jurisdiction of such courts.

11.9 Negotiated Agreement. This Agreement has been arrived at through negotiation between the parties. Neither party is the party that prepared this Agreement for purposes of construing this Agreement under California Civil Code section 1654.

11.10 Amendment and Waiver. Except as otherwise specified in this Agreement, no amendment or change to this Agreement will be effective unless expressly agreed in writing by a duly authorized officer of the JUDICIAL COUNCIL. A waiver of enforcement of any of this Agreement’s terms or conditions by the JUDICIAL COUNCIL is effective only if expressly agreed in writing by a duly authorized officer of the JUDICIAL COUNCIL. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.11 Force Majeure. Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of performance constitute default, if such delay or failure is caused by a force majeure. Force majeure, for purposes of this paragraph, is defined as follows: acts of war and acts of god, such as earthquakes, floods, and other natural disasters, such that performance is impossible.

11.12 Follow-On Contracting. No person, firm, or subsidiary who has been awarded a Consulting Services agreement may submit a bid for, nor be awarded an agreement for, the providing of services or any other

related action that is required, suggested, or otherwise deemed appropriate in the end product of this Agreement.

11.13 Severability. If any part of this Agreement is held unenforceable, all other parts remain enforceable.

11.14 Headings; Interpretation. All headings are for reference purposes only and do not affect the interpretation of this Agreement. The word “including” means “including, without limitation.” Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days.

11.15 Time of the Essence. Time is of the essence in Contractor’s performance under this Agreement.

11.16 Counterparts. This Agreement may be executed in counterparts, each of which is considered an original.

APPENDIX D

Defined Terms

As used in this Agreement, the following terms have the indicated meanings:

“Agreement” is defined on the Coversheet.

“Contractor” is defined on the Coversheet.

“Confidential Information” means: (i) any information related to the business or operations of the JUDICIAL COUNCIL, including information relating to the JUDICIAL COUNCIL’s personnel and users; and (ii) all financial, statistical, personal, technical and other data and information of the JUDICIAL COUNCIL (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 JUDICIAL COUNCIL’s satisfaction that: (a) Contractor lawfully knew prior to the JUDICIAL COUNCIL’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.

“Consulting Services” refers to the services performed under “Consulting Services Agreements,” which are defined in PCC 10335.5, substantially, as contracts that: (i) are of an advisory nature; (ii) provide a recommended course of action or personal expertise; (iii) have an end product that is basically a transmittal of information, either written or oral, that is related to the governmental functions of state agency administration and management and program management or innovation; and (iv) are obtained by awarding a contract, a grant, or any other payment of funds for services of the above type.

“Contract Amount” is defined on the Coversheet. “Coversheet” refers to the first page of this Agreement. “Deliverables” is defined in Appendix A.

“Effective Date” is defined on the Coversheet.

“Expiration Date” is the later of (i) the day so designated on the Coversheet, and (ii) the last day of any Option Term.

“Services” is defined in Appendix A.

“Initial Term” is the period commencing on the Effective Date and ending on the Expiration Date designated on the Coversheet.

“JUDICIAL COUNCIL” is defined on the Coversheet.

“Judicial Branch Personnel” means members, justices, judges, judicial officers, subordinate judicial officers, employees, and agents of a Judicial Branch Entity.

“Notice” means a written communication from one party to another that is (a) delivered in person, (b) sent by registered or certified mail, or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address and recipient set forth in Appendix C.

“Option Term” means a period, if any, through which this Agreement may be or has been extended by the JUDICIAL COUNCIL.

“PCC” refers to the California Public Contract Code.

“Services” is defined in Appendix A.

“Term” comprises the Initial Term and any Option Terms.

APPENDIX E

XXXXX CIVIL RIGHTS ACT AND

CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT CERTIFICATION

Pursuant to Public Contract Code (PCC) section 2010, the following certifications must be provided when (i) submitting a bid or proposal to the JUDICIAL COUNCIL for a solicitation of services of $100,000 or more, or (ii) entering into or renewing a contract with the JUDICIAL COUNCIL for the purchase of services of $100,000 or more.

CERTIFICATIONS:

1. Contractor is in compliance with the Xxxxx Civil Rights Act (Section 51 of the Civil Code);

2. Contractor is in compliance with the California Fair Employment and Housing Act (Chapter 7 (commencing with Section 12960) of Part 2.8 of Division 3 of the Title 2 of the Government Code);

3. Contractor does not have any policy against any sovereign nation or peoples recognized by the government of the United States, including, but not limited to, the nation and people of Israel, that is used to discriminate in violation of the Xxxxx Civil Rights Act (Section 51 of the Civil Code) or the California Fair Employment and Housing Act (Chapter 7 (commencing with Section 12960) of Part 2.8 of Division 3 of Title 2 of the Government Code); and

4. Any policy adopted by a person or actions taken thereunder that are reasonably necessary to comply with federal or state sanctions or laws affecting sovereign nations or their nationals shall not be construed as unlawful discrimination in violation of the Xxxxx Civil Rights Act (Section 51 of the Civil Code) or the California Fair Employment and Housing Act (Chapter 7 (commencing with Section 12960) of Part 2.8 of Division 3 of Title 2 of the Government Code).

The certifications made in this document are made under penalty of perjury under the laws of the State of California. I, the official named below, certify that I am duly authorized to legally bind the Contractor to the certifications made in this document.

Contractor Name (Printed)	Federal ID Number
By (Authorized Signature)
Printed Name and Title of Person Signing
Date Executed	Executed in the County of in the State of

APPENDIX F

SAMPLE OF DESIRED INFORMATION IN WORK PRODUCT

Security Systems Evaluation: Video

		WORKSHEET
Date:
County:
Facility ID #:
Facility Name:
Address:
Head End
Check all that apply.	Make	Model	Age	Est. Remaining Life
□ DVR
□ NVR
□ VMS
□ Matrix
□ Multiplexer(s)
□ PC
□ Switches
□ Encoders, etc.
□ Other components
Viewing
Monitors:
Client workstations #:
Other viewing stations #:
Viewing Controller type(s):
Cameras
Total #:
Analog #:
IP#:
PTZ #:
Multi-view (360, etc.) #:
Mixture IP/Analog:
Exterior #:

Accessibility requirements (ladder, lift, etc.):

Cabling

COAX:

Twisted Pair: Cat 5, 6, etc. (specify): Patch Panels/cables: Video integration with other systems:

Access Control Duress Intercom Detention PLC Other

□ Yes □ Yes □ Yes □ Yes □ Yes

□ No □ No □ No □ No □ No

Building Issues

Asbestos:

Other (specify):

Judicial Council Installed System (this section completed by JC staff)

Installation Date Latest update Service history/repair costs

□ Yes □ Yes □ Yes

□ No □ No □ No

EVALUATION NARRATIVE

System Description (EXAMPLE)

• On January 10, 2018, a security video system evaluation was conducted at the Xxxxxx XxXxxxxx Courthouse in Alameda County.

• The current system consisting of 42 analog cameras includes 37 interior fixed Pelco dome cameras, 2 exterior Pelco PTZ cameras, and 3 exterior Pelco fixed cameras.

• The head end equipment is managed by a Pelco Digital Sentry video recorder (DSSRV). The DSSRV was installed in 2010. Cameras vary in age from 5-12 years or more. There is a single client workstation with 2 monitors. A multiplexer is in place as well as a matrix bay. This equipment is over 10 years old.

• The analog cameras are at the end of serviceable life, as is the multiplexer and matrix, although the equipment is functioning at this time.

• The video system is integrated with the wireless duress system and the DSX access control system, resulting in camera call up when programmed events occur.

Findings (EXAMPLE)

• Per available service records and interviews with court staff and system operators, this system has been experiencing increasing service issues and failures. Some cameras have been replaced, as well as RAID drives, monitors, and other equipment, as should be expected for a system of this age.

• Most components are significantly outdated. Some are obsolete/no longer supported or manufactured. All have reached or exceeded the life expectancy for this type of equipment.

• Failures can be expected to increase, and catastrophic failure will occur upon sudden failure of the DVR, matrix switch(s), or multiplexer.

Recommendations (EXAMPLE)

1. With the availability of sufficient funding, a complete system replacement with new components, cabling, work/viewing stations, etc., is recommended.

2. Absent sufficient funding for complete system replacement, a systematic refresh of major components is recommended. Additional longevity may be achieved by applying the following measures.

• Install lacer strips to hold BNC connectors in place: [list product example here].

• Use BNC tool for maintenance so cameras on other connections are not affected.

• Lace and support cabling.

• Label cables.

• Create loading schedule.

• Existing matrix bay is at end-of life and may fail without warning. Current matrix bay could be replaced by a product similar to: [American Dynamics Mega Power 3200].

• Existing multiplexer (and its technology) is obsolete and replacements are very difficult to locate. Replace with client workstation with sufficient capabilities to handle multiple streams and processing alarms from access control, and an NVR or VMS able to support multiple monitors. Use a product similar to: [x-view client workstation] or [other example link here].

• To improve video quality and resolution, replace existing analog cameras as they fail with high resolution IP cameras.

• To avoid the costs associated with re-cabling, install switches to allow transmission of IP video across existing COAX or twisted pair wiring, using a product similar to: [ethernet xxx over coax switch].

Costs (EXAMPLE)

Rough order of magnitude based on current pricing of similar new equipment as described, using current industry geographical labor estimates.

1. Recommendation # 1—Complete System Replacement

• [Describe major components.]

• [Describe material.]

• [Describe labor.]

2. Alternative Recommendation # 2—Systematic refresh/maintenance Recommendations for refreshing existing equipment, in order of priority:

a. Upgrade workstations with pre-installed VMS software. $

b. Lace cabling and add wire management to improve and maintain reliable signal transmission. $

c. Install and pre-program I/O boards to accommodate camera call up from access control, duress, and intercom systems. $

d. Add switch(s) to accommodate IP signal transmission over existing cabling. $

e. Upgrade monitors to support high definition images, allow camera call ups, etc.

$

f. Replace existing matrix bay. (Replacement will allow the continued use of currently installed technology only). $

g. Replace analog cameras as they fail with IP cameras. $

3. Alternative Recommendation #3—Major refresh

Replace major head end equipment, utilize existing cabling, upgrade workstations, and replace cameras with IP as failures occur.

Priority Level

Depending on degree of concern, age, etc., we may include a priority 1-4 to assist with scheduling work in the future.