SERVICES—SHORT FORM AGREEMENT rev Dec. 2023
ATTACHMENT 2
AGREEMENT NUMBER
[Agreement Number]
1. In this agreement (the “Agreement”), the term “Contractor” refers to [Contractor name], and the term “Court” refers to the
Court of Appeal, Third Appellate District.
2. This Agreement becomes effective as of [Date], (the “Effective Date”) and expires on [Date].
3. The maximum amount that the Court may pay Contractor under this Agreement is [Dollar amount] (the “Maximum
Amount”).
4. This Agreement incorporates and the parties agree to the attached provisions labeled “Services—Short Form Agreement
Terms.” This Agreement represents the parties’ entire understanding regarding its subject matter.
5. Contractor will perform the following services (the “Services”), and deliver the following work product (the “Work
Product”):
Services:
Description of
Services
[Insert description of Services.]
Completion Date
[Insert completion date; start date can be addressed here too if different from Effective Date,
above.]
Acceptance
Criteria
[Insert acceptance criteria.]
Work Product:
Description of
Work Product
Delivery Date
Acceptance
Criteria
[Insert description of Work Product. If there is no Work Product, insert “None.”]
[Insert delivery date. If there is no Work Product, insert “None.”]
[Insert acceptance criteria. If there is no Work Product, insert “None.”]
6. The Court’s project manager is: Rene Ackerman, Settlement Confer4ence Mediation Program Administrator.
7. The JBE will pay Contractor as follows: [Insert payment description.]
JBE’S SIGNATURE
COURT OF APPEAL, THIRD APPELLATE DISTRICT
BY (Authorized Signature)
PRINTED NAME AND TITLE OF PERSON SIGNING
COLETTE M. BRUGGMAN
CLERK/EXECUTIVE FFICER
DATE EXECUTED
[Date]
ADDRESS
914 Capitol Mall, Sacramento, CA 95814
CONTRACTOR’S SIGNATURE
CONTRACTOR’S NAME (if Contractor is not an individual person, state whether
Contractor is a corporation, partnership, etc.)
[Contractor name]
BY (Authorized Signature)
PRINTED NAME AND TITLE OF PERSON SIGNING
[Name and title]
DATE EXECUTED
[Date]
ADDRESS
[Address]
RFP Title: Mediator Training for Appellate Mediation Program
RFP Number: 3DCA RFP 25/26-02
ATTACHMENT 2
SERVICES—SHORT FORM AGREEMENT TERMS
A. PERFORMANCE AND DELIVERY. Contractor will perform the Services and deliver all Work
Product as specified on the coversheet of this Agreement. Time is of the essence in Contractor’s
performance of the Services and delivery of Work Product. The Maximum Amount listed on the
coversheet of this Agreement includes all amounts allowed for expenses, including those related to
shipping, handling, traveling, bonding, licensing, maintaining insurance, and obtaining permits.
B. ACCEPTANCE. All Services and Work Product are subject to written acceptance by the Court. The
Court may reject any Service or Work Product that (i) fails to meet applicable acceptance criteria, (ii) is
not as warranted, or (iii) is performed or delivered late. Payment by the Court does not signify acceptance
of the Services or Work Product.
C. INTELLECTUAL PROPERTY. Contractor irrevocably assigns to the Court all right, title and
interest worldwide in and to the Work Product created under this Agreement, and all applicable intellectual
property rights related to the Work Product created under this Agreement, including copyrights,
trademarks, trade secrets, moral rights, and contract and licensing rights. Contractor grants to the Court a
nonexclusive, transferable, sublicenseable (through multiple tiers), worldwide, perpetual, irrevocable,
fully-paid and royalty-free license to use, reproduce, make derivative works of, perform, display, and
distribute any portion of the Work Product delivered by Contractor but not created under this Agreement.
The Court retains all intellectual property rights in any materials it provides to Contractor (the “Court
Materials”). Contractor will hold the Court Materials in trust and confidence. Contractor will use the
Court Materials solely for performing the Services and creating Work Product created under this
Agreement.
D. INVOICES, PAYMENT AND SETOFF. After the Court has accepted Services and Work Product,
Contractor will send one original of a correct, itemized invoice for the accepted Services and Work
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RFP Title: Mediator Training for Appellate Mediation Program
RFP Number: 3DCA RFP 25/26-02
Product to “Accounts Payable” at the address shown on the signature block of this Agreement. Contractor
will print each invoice on Contractor’s standard printed bill form, and each invoice will include at least
(i) the Agreement number, (ii) a unique invoice number, (iii) Contractor’s name and address, (iv) the
nature of the invoiced charge, (v) the total invoiced amount, and (vi) all other details the Court considers
reasonably necessary to permit the Court to evaluate the Services performed and the Work Product
delivered, including the number of hours worked and the applicable hourly rate. If requested, Contractor
will promptly correct any inaccuracy and resubmit the invoice. If the Court rejects any Services or Work
Product after payment to Contractor, the Court may exercise all contractual and other legal remedies,
including (a) setting off the overpayment against future invoices payable by the Court, (b) setting off the
overpayment against any other amount payable for the benefit of Contractor pursuant to this Agreement
or otherwise, and (c) requiring Contractor to refund the overpayment within thirty (30) days of the Court’s
request. Unless Contractor is a governmental entity, the Court will take no action on invoices submitted
before Contractor has completed the Court’s standard payee data record form, which Contractor may
obtain from the Court. Contractor must include with any request for reimbursement from the Court 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 Court was
sought for these costs, and Contractor will provide those records to the Attorney General upon request.
E. WARRANTIES. Contractor will perform all Services using skilled personnel only, in a good and
workmanlike manner, in accordance with industry standards, and in compliance with all applicable laws,
rules, and regulations. Contractor warrants that, upon delivery, all Work Product will (i) be free from
defects in workmanship, material, and manufacture (including, defects that could create a hazard to life
or property), (ii) not infringe any third party’s rights, including intellectual property rights, (iii) be of
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RFP Title: Mediator Training for Appellate Mediation Program
RFP Number: 3DCA RFP 25/26-02
merchantable quality and fit for the purposes intended by the Court, (iv) comply with the requirements
of this Agreement, and (v) be in compliance with all applicable laws, rules, and regulations.
F. CHANGES. Contractor may not alter, add to, or otherwise modify this Agreement. Contractor’s
additional or different terms and conditions are expressly excluded from this Agreement. This Agreement
may be amended, supplemented, or otherwise modified only in writing and signed by the Court’s
authorized representative.
G. AUDIT RIGHTS. Contractor agrees to maintain records relating to performance and billing by
Contractor under this Agreement for a period of four years after final payment. During the time that
Contractor is required to retain these records, Contractor will make them available to the Court, the State
Auditor, or their representatives during normal business hours for inspection and copying.
H. INDEMNITY. CONTRACTOR WILL INDEMNIFY AND HOLD HARMLESS THE COURT,
OTHER CALIFORNIA JUDICIAL BRANCH ENTITIES, AND THEIR OFFICERS, AGENTS, AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS, LOSSES, AND EXPENSES, INCLUDING
ATTORNEYS’ FEES AND COSTS, THAT ARISE OUT OF (I) A DEFECT, WHETHER LATENT OR
PATENT, IN THE WORK PRODUCT, (II) AN ACT OR OMISSION OF CONTRACTOR, ITS
AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, OR SUBCONTRACTORS IN THE
PERFORMANCE OF THIS AGREEMENT, AND (III) A BREACH OF A REPRESENTATION,
WARRANTY, OR OTHER PROVISION OF THIS AGREEMENT. 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, ACCEPTANCE OF SERVICES, AND DELIVERY AND ACCEPTANCE OF WORK
PRODUCT. THIS INDEMNITY DOES NOT COVER CLAIMS, LOSSES OR EXPENSES TO THE
EXTENT THEY ARISE OUT OF THE GROSS NEGLIGENCE OF THE COURT.
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RFP Title: Mediator Training for Appellate Mediation Program
RFP Number: 3DCA RFP 25/26-02
I. TERMINATION. The Court may terminate all or part of this Agreement for convenience at any
time by giving notice to Contractor. If the Court terminates this Agreement for convenience, the Court’s
liability will be the reasonable price for the Services rendered prior to termination, not to exceed the
Maximum Amount. If an hourly or other time-based rate for Services is specified on the coversheet of
this Agreement, that rate will be used in determining the reasonable price. Upon receipt of a termination
notice, Contractor will, unless otherwise directed, cease work. Contractor will follow the Court’s
directions as to work in progress and the delivery of completed or partially-completed Work Product.
J. INSURANCE. General Requirements.
By requiring the minimum insurance set forth in this Agreement, the Court 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.
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 Court in compliance with the insurance requirements set forth in this
Agreement. The Court 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 Court that the minimum insurance requirements of this Agreement are sufficient to cover the
obligations of the Contractor under this Agreement.
Contractor shall obtain and maintain the required insurance for the duration of this Agreement with an
insurance company or companies acceptable to the Court, in its sole discretion, and that are rated “A-
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This page summarizes the opportunity, including an overview and a preview of the attached documents.