Legal Public Sector Disclosure Form

LEGAL PUBLIC SECTOR DISCLOSURE FORM

This Legal Public Sector Disclosure Form (the "Form") is executed on by and between Disclosing Party: with principal business address: , and Public Agency: with principal address: .

RECITALS

WHEREAS, Disclosing Party is engaged in activities, bids, proposals or contracts that may involve or affect the Public Agency or its programs; and

WHEREAS, Public Agency requires written disclosures to identify potential conflicts of interest, interests of public officials, and material relationships that could affect public procurement, awarding of contracts, or oversight; and

WHEREAS, the parties desire to establish a formal, written disclosure to ensure compliance with applicable public-sector ethics and procurement obligations.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following capitalized terms shall have the meanings set forth below: "Conflict of Interest" means any circumstance in which a Disclosing Party's private interests may improperly influence the performance of its duties to a public entity; "Material Relationship" means any familial, employment, ownership, contractual, or financial relationship with a public official or with any person or entity that has a direct business relationship with the Public Agency, the value or extent of which exceeds thresholds set forth in Section 2.

2. DISCLOSURE OBLIGATIONS

2.1 Required Disclosures. Disclosing Party shall disclose, in writing, the following information to Public Agency:

(a) Any direct or indirect ownership, equity interest, or financial interest in any entity that is a bidder, proposer, contractor, subcontractor, or consultant to the Public Agency where the aggregate interest exceeds dollars; and a description of the nature and extent of such interest.

(b) Any familial or close personal relationship with an elected official, appointed official, procurement officer, or other public official employed by the Public Agency. Identify official by name, title, and relationship.

(c) Any gifts, honoraria, or payments from persons or entities that have a pending procurement, contract, or regulatory matter before the Public Agency where the value of any single gift exceeds .

Financial Interests Relationships with Public Officials Gifts and Honoraria Pending Litigation

3. TIMING AND UPDATES

3.1 Initial Disclosure. Disclosing Party shall submit an initial disclosure concurrently with any proposal, bid, contract submission, or upon commencement of services for a Public Agency matter.

3.2 Ongoing Duty to Update. Disclosing Party shall update any prior disclosure within days of discovery of any new or changed information that would reasonably be expected to alter the substance of an earlier disclosure.

4. CONFIDENTIALITY AND PUBLIC RECORDS

4.1 Public Record. Disclosing Party acknowledges that disclosures submitted to the Public Agency may be subject to public records laws and may be disclosed in whole or in part in accordance with applicable law. Where Disclosing Party asserts that specified information constitutes a legitimate trade secret or confidential commercial information, Disclosing Party shall clearly label such information and provide a written justification in the space below.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Disclosing Party represents and warrants that: (a) the disclosures set forth in this Form and any attachments are true, complete and accurate to the best of Disclosing Party's knowledge and belief; (b) Disclosing Party has authority to make the disclosures and to provide the information contained herein; and (c) Disclosing Party agrees to cooperate with any reasonable inquiry by the Public Agency regarding any disclosed item, including provision of supporting documentation upon request.

6. REMEDIES; INDEMNIFICATION

If Disclosing Party knowingly fails to disclose material information required by this Form, Public Agency may pursue available administrative, contractual, or legal remedies, including termination of award, suspension or debarment, and recovery of damages. Disclosing Party shall indemnify and hold harmless the Public Agency from and against any losses, liabilities, fines, or costs arising from inaccurate or omitted disclosures, except to the extent such losses result from Public Agency's own gross negligence or willful misconduct.

7. NOTICES

All notices and communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing in accordance with this Section.

8. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form will be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to enforce any right or remedy will not constitute a waiver of that or any other right. This Form may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction of the Public Agency's principal place of business, without reference to conflict of laws principles. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. CERTIFICATION

By signing below, the undersigned certifies under penalty of perjury under applicable law that the information contained in this Form and any attachments is true, correct, and complete to the best of the signatory's knowledge and that the signatory is authorized to make this certification on behalf of the Disclosing Party.

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