EXHIBIT A GENERAL TERMS AND CONDITIONS Definitions The terms provided below and elsewhere throughout the Contract Documents shall apply to the Agreement as defined. “Amendment” means a written document issued by the Judicial Council and signed by the Contractor and the Judicial Council which alters the Contract Documents and identifies the following: (i) a change in the Work; (ii) a change in Contract Amount; (iii) a change in time allotted for performance; and/or (iv) an adjustment to the Agreement terms. “Attendee” or “Participant” means persons attending or participating in the Program as (i) a presenter, speaker, trainer, or student, (ii) the Judicial Council’s staff, and/or (iii) the guests of any of the persons listed previously. “Banquet Order” or “BEO” means a written order issued by the Contractor to the Judicial Council that confirms the Judicial Council’s specific instructions and orders with respect to the Program on any one or more of the following, but does not alter any of the Agreement’s terms and conditions: (i) meeting and/or function room(s) and set-up requirements and/or rental charges; (ii) meal menus and prices and set-up requirements; and/or (iii) audio-visual equipment and set-up requirements and/or rental charges. BEO’s will be approved and signed by the Judicial Council’s representative, as set forth in Exhibit B. The “Contract” or “Contract Documents” constitute the entire integrated agreement between the Judicial Council and the Contractor, as attached to and incorporated by a fully executed Standard Agreement Coversheet form. The terms “Contract” or “Contract Documents” may be used interchangeably with the term “Agreement.” “Contract Amount” the total amount encumbered under this Agreement for any payment by the Judicial Council to the Contractor for performance of the Work, in accordance with the Contract Documents. The “Contractor” the individual, sole proprietor, association, partnership, company, corporation, subsidiary, affiliate, or combination thereof, including joint ventures, or any other entity, named on the Standard Agreement Coversheet form,
A. No Gratuities. Contractor has not directly or indirectly offered or given any gratuities (in the form of entertainment, gifts, or otherwise) to any Judicial Council personnel with a view toward securing this Agreement or securing favorable treatment with respect to any determinations concerning the performance of this Agreement. B. No Conflict of Interest. Contractor has no interest that constitute a conflict of interest under (i) PCC 10365.5, 10410 or 10411; (ii) Government Code sections 1090 et seq. or 87100 et seq.; or (iii) California Rules of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with judicial branch entities. C. 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. This Agreement constitutes a valid and binding obligation of Contractor, enforceable in accordance with its terms. If Contractor is a corporation, LLC, or limited partnership, Contractor is qualified to do business and in good standing in the State of California. D. No Interference with Other Contracts. To the best of Contractor’s knowledge, this Agreement does not create a conflict of interest or default under any of Contractor’s other contracts. E. No Litigation. No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform this Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse affect on Contractor’s business, the validity or enforceability of this Agreement, or Contractor’s ability to perform this Agreement. F. Compliance with Laws. Contractor is in compliance in all material respects with all laws, rules, and regulations applicable to Contractor’s business and services, and pays all undisputed debts when they come due. G. Drug Free Workplace. Contractor provides a drug-free workplace as required by California Government Code sections 8355 through 8357. H. 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.