Legal Response to RFPs

LEGAL RESPONSE TO REQUEST FOR PROPOSAL (RFP)

This Legal Response to Request for Proposal (the "Response") is submitted on this day of , by Respondent Name: with principal place of business at (Respondent), in response to RFP Reference No.: issued by Issuing Entity Name: (Client).

RECITALS

WHEREAS, Client issued a Request for Proposal identified as RFP Reference No. dated the day of , (RFP).

WHEREAS, Respondent has prepared and now submits this Response describing the legal services, qualifications, staff and pricing proposed to satisfy the RFP requirements; and

WHEREAS, Respondent warrants that the information contained in this Response is true, accurate and complete to the best of Respondent's knowledge and that Respondent has authority to make the commitments set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth in this Response, Respondent and Client agree as follows:

1. DEFINITIONS

Capitalized terms used in this Response shall have the meanings ascribed to them herein. "Services" means the legal services described in Section 2. "Proposal Documents" means this Response and all attachments, exhibits and documents referenced herein.

2. SCOPE OF SERVICES

Respondent proposes to provide the following Services in accordance with the RFP requirements. The Services shall include, at a minimum, the tasks, deliverables and performance standards described below.

3. TERM; ACCEPTANCE PERIOD

This Response shall remain valid and binding for a period of days from the date of submission, during which Client may accept the Response without modification. If accepted, the Services shall commence on the date specified in the Client's notice of award.

4. FEES AND PRICING

Respondent proposes the following fee structure. Fees include only those items expressly stated below; work outside the scope must be authorized in writing.

5. KEY PERSONNEL; SUBCONTRACTING

Respondent shall assign the following key personnel to perform the Services. Any substitution of key personnel shall require Client's prior written consent, which will not be unreasonably withheld.

Respondent will subcontract any portion of the Services. If selected, list proposed subcontractors and scope in the attachments.

6. CONFIDENTIALITY

Respondent acknowledges that certain information disclosed by Client may be confidential. Respondent agrees to maintain the confidentiality of all non-public information received from Client and to use such information solely for purposes of preparing and performing the Services. Respondent shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7. CONFLICTS OF INTEREST; REPRESENTATIONS

Respondent represents and warrants that, to the best of its knowledge, no conflict of interest exists that would prevent Respondent from performing the Services. Respondent further certifies the following:

Respondent has not engaged in collusive or anti-competitive practices in connection with this Response.

Respondent discloses the existence of the following potential conflicts (if none, indicate "None"):

8. COMPLIANCE WITH LAWS

Respondent shall comply with all applicable federal, state and local laws, rules, regulations and ethical requirements in performing the Services. Respondent affirms that it possesses all licenses and authorizations required to perform the Services and shall maintain such licenses in good standing for the duration of the engagement.

9. WARRANTIES; LIMITATION OF LIABILITY

Respondent warrants that the Services will be performed with reasonable care and in a manner consistent with generally accepted professional standards. EXCEPT AS TO THE FOREGOING EXPRESS WARRANTY, RESPONDENT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESPONDENT'S LIABILITY ARISING OUT OF OR RELATED TO THIS RESPONSE OR THE SERVICES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE TOTAL FEES PAID TO RESPONDENT FOR THE SERVICES GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

Respondent shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Respondent's negligent acts, willful misconduct or material breach of this Response.

11. INSURANCE

Respondent shall maintain insurance coverage appropriate to the Services, including professional liability (errors and omissions) insurance in commercially reasonable limits. Upon request, Respondent shall provide certificates evidencing such coverage.

12. NOTICES

All notices required or permitted under this Response shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested) or reliable overnight courier, and shall be deemed given upon receipt.

13. ATTACHMENTS AND EXHIBITS

The following attachments and exhibits are incorporated into this Response by reference and form a part hereof:

14. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Response shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder shall constitute a waiver of that right.

15. SEVERABILITY

If any provision of this Response is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the parties' intent as nearly as possible.

16. ENTIRE AGREEMENT

This Response, together with the RFP and any accepted attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

17. GOVERNING LAW

This Response shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

18. COUNTERPARTS

This Response may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution by electronic signature, facsimile or other reproduction shall be binding and deemed an original.

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