Legal Responses to RFP

LEGAL RESPONSES TO RFP

This Legal Responses to RFP (the Response) is submitted on by Offeror Name: with principal address: in response to RFP No. issued by Procuring Entity: .

RECITALS

WHEREAS, Procuring Entity issued the RFP described above to solicit proposals for the goods and/or services set forth in the RFP and associated documents; and

WHEREAS, Offeror has prepared technical, management and pricing proposals and related legal responses that materially affect Offeror's obligations, representations, exceptions, and proposed contract terms; and

WHEREAS, Offeror's submission is intended to be incorporated into any subsequent contract, subject to negotiation and acceptance by Procuring Entity,

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in Offeror's proposal, the parties agree as follows:

1. DEFINITIONS

For purposes of this Response, the following terms shall have the meanings set forth: "RFP" means the request for proposals referenced above and all attachments and amendments; "Proposal" means Offeror's written technical and price submission; "Contract" means any subsequent agreement executed by both parties incorporating the RFP and Offeror's Proposal as accepted and modified in writing.

2. REPRESENTATIONS AND WARRANTIES

Offeror represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform its obligations under its Proposal and any resulting Contract; (c) the Proposal and this Response do not, to Offeror's knowledge, violate any applicable law, regulation, or contractual obligation; and (d) all information provided in the Proposal and this Response is true, complete and accurate as of the date of submission.

3. EXCEPTIONS AND DEVIATIONS

Offeror submits the following exceptions, qualifications, and deviations to the RFP terms and conditions. Each exception is stated with specific reference to the RFP section and proposed alternate language. Offeror acknowledges that exceptions may be subject to disqualification or further negotiation.

4. COMPLIANCE WITH LAWS AND REGULATIONS

Offeror agrees to comply with all applicable federal, state and local laws, rules and regulations in performance of the Proposal and any resulting Contract, including but not limited to labor, human resources, environmental and export control laws. Offeror certifies that it is not debarred, suspended or otherwise excluded from participation in federal procurement programs.

Debarment/Suspension Status: Not debarred, suspended, or excluded Disclosed (attach explanation)

5. CONFIDENTIALITY AND PROPRIETARY INFORMATION

Offeror designates portions of its Proposal as confidential or proprietary only where such designation is accompanied by a concise statement of the reasons for confidentiality. Offeror agrees that, except as required by law, Proprietary Information shall not be disclosed by Procuring Entity without Offeror's written consent; provided, however, that acceptance of the Proposal does not create an obligation to treat pricing or compliance with RFP terms as confidential beyond applicable law.

6. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in the resulting Contract, Offeror retains ownership of pre-existing intellectual property. Offeror grants Procuring Entity a non-exclusive, royalty-free, worldwide license to use Offeror's deliverables to the extent necessary for Procuring Entity to receive the benefits of the Contract. Any third-party software or materials are identified and appropriately licensed. Offeror shall obtain all necessary rights and licenses for deliverables provided to Procuring Entity.

7. PRICING, TAXES AND FEES

Offeror's pricing set forth in the Proposal is valid for the period specified therein and is exclusive of taxes unless stated otherwise. Offeror acknowledges that Procuring Entity will rely on the stated pricing in evaluating proposals.

8. INSURANCE

Prior to commencement of work under any resulting Contract, Offeror shall procure and maintain insurance coverage in forms and amounts reasonably acceptable to Procuring Entity. Offeror's minimum coverage is specified below.

9. INDEMNIFICATION

To the fullest extent permitted by law, Offeror shall indemnify, defend and hold harmless Procuring Entity, its officers, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Offeror's performance, breach of representations or willful misconduct, except to the extent caused by the negligence or willful misconduct of Procuring Entity.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality and intellectual property infringement, neither party shall be liable for consequential, indirect, incidental, or punitive damages. The parties' aggregate liability under any Contract arising from or related to the Proposal shall be limited to the total amount paid to Offeror under such Contract during the twelve (12) months preceding the claim.

11. SUBCONTRACTING

Offeror shall identify any subcontractors proposed to perform material portions of the work. Use of subcontractors is subject to Procuring Entity approval, which shall not be unreasonably withheld. Offeror remains fully responsible for the acts and omissions of its subcontractors.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Response shall be in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier. Notices shall be effective upon receipt.

13. GOVERNING LAW; VENUE

This Response and any Contract arising herefrom shall be governed by and construed in accordance with the laws of the state identified below, without regard to choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the specified jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY

This Response, together with the Proposal and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. AMENDMENTS, WAIVER, COUNTERPARTS

No modification, amendment or waiver of any provision of this Response is effective unless in writing and signed by an authorized representative of each party. Waiver of any breach shall not be deemed a waiver of any subsequent breach. This Response may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument.

16. CERTIFICATIONS

By signing below, Offeror certifies that the information contained in this Response and all attachments is true, accurate and complete to the best of Offeror's knowledge, that Offeror has authority to bind the Offeror, and that Offeror agrees to the terms stated in this document except as expressly noted in the Exceptions section above.

Certification Acknowledgement: I certify the foregoing

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