Legal RFA Response

LEGAL RFA RESPONSE

This Legal RFA Response (the "Response") is submitted on Date: by Respondent Name: to Requesting Party Name: .

RECITALS

WHEREAS, Requesting Party issued a Request for Application, solicitation, or request for proposals identified as RFA Number: dated (the "RFA");

WHEREAS, Respondent has prepared and is submitting to Requesting Party the materials, statements, pricing, and commitments set forth in this Response and any attachments identified herein;

WHEREAS, Requesting Party and Respondent desire to document the Respondent's formal response to the RFA in accordance with the terms and instructions of the RFA and applicable law.

NOW THEREFORE, in consideration of the mutual covenants contained in this Response and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Respondent and Requesting Party agree as follows:

1. DEFINITIONS

1.1. "RFA" means the request for applications, solicitation, or procurement document identified above, including all attachments and amendments issued by Requesting Party.

1.2. "Response" means this Legal RFA Response and all exhibits, appendices, schedules, and clarifications expressly incorporated herein by reference.

2. CONTENTS OF RESPONSE

2.1. Respondent certifies that the Response includes all information and documents required by the RFA. Respondent's response materials are attached as Exhibit A: Attachment List and Exhibit B: Technical and Price Submissions.

3. SCOPE, DELIVERABLES, AND SCHEDULE

3.1. Respondent proposes to perform the services and deliver the deliverables described in Exhibit C: Statement of Work in accordance with the milestones and deadlines set forth in the RFA. Respondent warrants that all deliverables will conform to the specifications set forth in the RFA.

4. PRICE PROPOSAL

4.1. Respondent submits the following total price for the scope of work described in this Response. The price includes all labor, materials, taxes (except as required by law and properly documented), fees, and other costs unless otherwise stated herein.

5. COMPLIANCE, REPRESENTATIONS AND WARRANTIES

5.1. Respondent represents and warrants that: (a) it is duly organized and in good standing under applicable law; (b) it has full power and authority to submit this Response and to perform the obligations described herein; (c) the Response is true, complete and accurate to the best of Respondent's knowledge; and (d) neither the execution of this Response nor the performance of any obligations hereunder will violate any agreement, judgment, or law applicable to Respondent.

5.2. Respondent confirms that, to the best of its knowledge, no conflict of interest exists that would materially impair Respondent's ability to perform the obligations described in this Response.

6. CONFIDENTIALITY

6.1. The parties acknowledge that certain information disclosed in connection with the RFA and this Response may constitute Confidential Information. Respondent agrees to treat Requesting Party's Confidential Information with at least the same degree of care as it accords to its own confidential information but in no event less than reasonable care, and not to disclose such information to any third party except as expressly permitted by the RFA or required by law.

6.2. Upon Requesting Party's written request, Respondent will return or securely destroy Confidential Information in its possession and certify such return or destruction in writing within thirty (30) days, except to the extent retention is required by law or for archival backup in accordance with Respondent's document retention policy.

7. INDEMNIFICATION

7.1. To the fullest extent permitted by law, Respondent shall indemnify, defend and hold harmless Requesting Party and its officers, employees and agents from and against any and all third-party claims, losses, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or resulting from Respondent's negligent acts, willful misconduct or breach of this Response.

8. LIMITATION OF LIABILITY

8.1. Except for Respondent's indemnification obligations and willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether arising in contract, tort (including negligence) or otherwise, even if advised of the possibility of such damages. Respondent's aggregate liability for direct damages arising out of this Response shall not exceed the total amount paid or payable to Respondent under the price proposal set forth in this Response.

9. RECORDS, AUDIT AND INSPECTION

9.1. Respondent shall maintain complete and accurate records relevant to performance under this Response and shall permit Requesting Party or its authorized representative to inspect and audit such records upon reasonable notice during normal business hours for a period of three (3) years following final payment or the conclusion of performance, whichever is later.

10. NOTICES

10.1. All notices, requests, demands and other communications required or permitted under this Response shall be in writing and delivered to the addresses set forth below. Notice shall be deemed given when delivered in person, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1. This Response may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by a party in exercising any right will operate as a waiver of that right, nor will any partial exercise preclude further exercise.

11.2. This Response may be executed in counterparts, each of which will be an original and all of which together will constitute one and the same instrument. Electronic or facsimile signatures will be treated as original signatures for all purposes.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1. Governing Law: This Response shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of laws principles.

12.2. Severability: If any provision of this Response is held to be illegal, invalid or unenforceable under applicable law, that provision will be limited or eliminated to the minimum extent necessary and the remainder of this Response will remain in full force and effect.

12.3. Entire Agreement: This Response, together with the RFA and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral, relating to such subject matter.

13. ATTACHMENTS AND ACKNOWLEDGMENTS

13.1. The following documents are attached to and form part of this Response: Exhibit A — Attachment List; Exhibit B — Technical Submission; Exhibit C — Statement of Work; Exhibit D — Price Breakdown. Respondent acknowledges that Requesting Party may rely on the representations and documents submitted with this Response in evaluating Respondent.

14. CERTIFICATIONS

14.1. By signing below, Respondent certifies that all information contained in this Response and any attachments is true, complete and accurate, that Respondent has not knowingly made any false statements or material omissions, and that Respondent is authorized to submit this Response on behalf of the entity identified as Respondent.

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