Legal Response to RFP

LEGAL RESPONSE TO RFP

This Legal Response to Request for Proposal (this "Response") is made effective as of by and between: Issuer Name: , Issuer Address: ; and Respondent Name: , Respondent Address: .

RECITALS

WHEREAS, Issuer issued a Request for Proposal identified as RFP Reference: , dated , requesting proposals for the goods and/or services described therein.

WHEREAS, Respondent has prepared and submitted to Issuer a proposal describing Respondent’s qualifications, pricing, terms and conditions and proposed performance approach (the "Proposal"), and seeks to set forth certain terms applicable to Respondent’s Proposal.

WHEREAS, Issuer desires to invite formal responses and to evaluate Respondent’s Proposal pursuant to the RFP terms and applicable procurement rules.

NOW, THEREFORE

In consideration of the mutual covenants and representations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Response: "RFP" means the Request for Proposal referenced above; "Proposal" means the written materials, pricing, attachments and clarifications submitted by Respondent; "Agreement" means the definitive contract executed by the parties if Issuer awards and the parties execute such contract.

2. SCOPE OF PROPOSAL

Respondent’s Proposal describes the goods and/or services to be provided, the methodology of performance, proposed personnel and schedules. The Proposal, together with any negotiated terms that Issuer expressly accepts in writing, shall define the scope of work for any resulting Agreement. Brief summary of scope:

3. TERM AND COMMENCEMENT

Respondent proposes that performance commence on or about . The duration of the proposed services (term) is .

4. PRICING, FEES AND PAYMENT

Respondent’s total proposed fixed price for the work described in the Proposal is . Payment shall be made pursuant to the payment schedule set forth below and any invoicing requirements in the RFP.

5. CERTIFICATIONS AND COMPLIANCE

Respondent certifies that the Proposal and Respondent’s operations comply with all material laws, regulations and procurement requirements applicable to the RFP. Respondent further certifies that neither it nor its principals are debarred, suspended, or otherwise declared ineligible from participating in public procurement.

Respondent certifies compliance with RFP mandatory requirements
Respondent certifies no debarment, suspension or ineligibility

6. EXCEPTIONS AND DEVIATIONS

Respondent shall list any exceptions, deviations, qualifications or alternative terms to the RFP or this Response. If none, check the box indicating no exceptions.

No exceptions or deviations to RFP terms

7. SUBCONTRACTING

Respondent shall disclose subcontractors proposed to perform any portion of the work and shall remain fully responsible for performance. Proposed subcontractors and scope:

8. INSURANCE AND INDEMNITY

Respondent agrees, if selected, to maintain insurance coverage customary for the type of services provided and to name Issuer as an additional insured where required by the RFP. Minimum coverage limits (if different from RFP):

Respondent shall indemnify, defend and hold harmless Issuer and its officers, agents and employees from and against all claims, liabilities, damages, fines and expenses (including reasonable attorneys’ fees) arising out of or resulting from Respondent’s performance or breach, except to the extent caused by Issuer’s gross negligence or willful misconduct. Proposed liability cap (if any):

9. CONFLICTS OF INTEREST

Respondent represents that, to the best of its knowledge, no actual or potential conflict of interest exists that would impair Respondent’s ability to perform the obligations in the Proposal. If any potential conflicts exist, describe:

10. PROPOSAL VALIDITY

Respondent’s Proposal shall remain open for acceptance for a period of from the submission date. During such period Respondent shall not withdraw or materially modify the Proposal.

11. AWARD, EXECUTION AND INCORPORATION

Receipt of an award or notice of intent to award by Issuer does not create a binding contract unless and until a definitive Agreement is executed by authorized representatives of the parties. Upon execution, the Agreement shall incorporate the RFP, the Proposal as submitted and any negotiated terms expressly accepted in writing.

12. NOTICES

All notices, consents or communications required or permitted under this Response shall be in writing and delivered to the addresses below by certified mail, overnight courier or personal delivery. Notice to Issuer:

13. AMENDMENT; WAIVER; COUNTERPARTS

This Response may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any breach or right shall be effective unless in writing. This Response may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Response shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. If any provision of this Response is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Response, together with any written addenda and Respondent’s Proposal as incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior negotiations and representations.

15. ADDITIONAL PROVISIONS

Any additional terms proposed by Respondent that bear on liability, warranties, deliverables or milestones must be stated below. Failure to disclose material deviations may render the Proposal non-compliant with the RFP.

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