RFI Attachment 1_Agreement Template.pdf

Federal Deposit Insurance Corporation

AGREEMENT FOR LEGAL SUPPORT SERVICES

This Agreement is entered into for the ordering period of [Start Date] through [End Date], between the Federal Deposit Insurance Corporation (“FDIC”) and [Company Name][Address][EIN](“Contractor”).

The purpose of this Agreement is for Contractor to support the FDIC by providing [Nationwide Registered Agent and Process Agent Services] (“Services”). The FDIC and Contractor (collectively, the “Parties”) agree to the terms of the FDIC Legal Support Services Deskbook, as amended, (“LSS Deskbook”) and the following:

1.0 Scope.

This agreement is to provide nationwide registered agent and service-of-process receipt and routing services, including a single, coordinated solution covering all 50 states, the District of Columbia, and applicable U.S. territories, with a secure, unified web-based platform for digitizing, delivering, tracking, and storing served documents (the “Services”).

2.0 Acceptance of Services and Performance Standard.

2.1. Contractor shall perform the Services with the skill, care, diligence, judgment, and professional competence ordinarily exercised by highly qualified providers of legal support services of similar scope and complexity under similar circumstances. Contractor shall comply with applicable law, court rules, licensing requirements, professional-conduct requirements, and the FDIC’s written instructions. Nothing in this Agreement requires Contractor to achieve a particular legal result or restricts the professional judgment that Contractor is required to exercise under applicable law or professional rules.

2.2 All Services are subject to review and acceptance by the FDIC. Following inspection and acceptance of Services by the FDIC, and receipt of a proper invoice from the Contractor, in accordance with established FDIC invoicing practice, the FDIC will pay for Services.

2.3 If any Services are not in substantial conformity with the written requirements of this Agreement or the best-in-class standard described above, the FDIC has the right to require Contractor to promptly correct, at Contractor’s own expense and within a reasonable time, any performance deficiencies.

2.4 When Services to be performed are of such a nature that the defect cannot be corrected (either generally, or in the time available to the FDIC) the FDIC has the right to: (1) require Contractor immediately to take all necessary steps to ensure future performance of Services in conformity with the requirements of this Agreement; and (2) reduce the price for Services to reflect the reduced value of Services performed. In the event Contractor fails to promptly correct Services or to take necessary steps to ensure future performance of Services in conformity with the requirements of this Agreement, the FDIC has the right to re-procure Services by agreement with a third party or otherwise. The FDIC’s re-procurement of Services in conformity with this Agreement’s requirements may result in a charge to Contractor of any excess costs occasioned to the FDIC that are directly related to the re-performance of such Services. In addition, the FDIC may terminate this Agreement for default as provided in the provision of this Agreement entitled Termination for Default.

https://www.fdic.gov/about/doing-business/legal-support-services-deskbook/lssprint.pdf

3.0 Deliverables.

In addition to any deliverables required for a specific legal matter/referral, the Contractor will provide, upon FDIC request and at no cost to the FDIC, reports in oral or written format as specified by the FDIC, on the status or costs of Contractor’s performance of Services.

4.0 Contractor’s Compensation.

4.1 Compensation and Pricing. Contractor will be compensated at agreed-upon rates/prices for Services delivered and accepted by the FDIC, in amounts not to exceed those set forth in the FDIC‑approved pricing documents (e.g., Rate Schedule/Rate Sheet and any amendments).

Rates/prices are all‑inclusive of overhead, G&A, taxes, insurance, transportation, delivery, any applicable e‑billing platform fees, and other charges. Compensation is limited to work performed at the FDIC’s specific written direction, and Contractor will not seek nor be paid for excess time or materials beyond the actual Services requested by the FDIC. Absent compelling reasons, the FDIC will not approve rate/price increases during the term unless negotiated in advance and reflected in the agreed pricing documents. For guidance on billable versus non‑billable fees and expenses, see LSS Deskbook, Chapter 6.

4.2 Invoicing, Payment, and Audit. The FDIC will normally make payment by Electronic Funds

Transfer but may elect other means (including check or credit card). Payment is normally made 30 days after FDIC receipt of a proper invoice. Contractor invoices must comply with the FDIC’s prescribed format and process. All invoices and related records are subject to government audit (including by the FDIC Office of Inspector General, Government Accountability Office, Department of Justice, or other agency). The Contractor will promptly return any disallowed payments or overpayments. For additional information, vendors should consult LSS Deskbook, Chapter 6.

4.3 Electronic billing platform. Contractors may elect to use the FDIC’s third-party electronic billing (“e-billing”) platform to increase the speed and visibility of invoice process. This third-party e-billing vendor charges an administrative fee based on the cumulative total submitted per year; this subscription fee is not a directly reimbursable expense. Contractors may incorporate these e-billing related fees into their fully burdened rates/pricing, but may not invoice the FDIC separately for the e-billing related fees.

5.0 Terminations.

5.1 Termination for the Convenience of the FDIC

5.1.1 In its sole discretion, the FDIC may terminate this Agreement or any legal matter, in whole or in part, at any time if the FDIC determines that termination is in its interest. The FDIC will terminate this Agreement by delivering to Contractor a notice of termination for the convenience of the FDIC, specifying the extent of termination and the effective date. The notice of termination may also contain a stop work order. After receipt of the notice, Contractor must complete performance of work not terminated and take whatever action is necessary for an orderly and timely discontinuation of the terminated work, limit the incurring of costs, and cooperate with any follow-on contractors. Contractor must timely deliver to the FDIC, completed or partially completed, any transcripts, videos, plans, drawings, information, data, materials, or equipment that, if the Agreement had been completed, would have been required to be furnished to the FDIC.

5.1.2 Under a termination for the FDIC’s convenience, the FDIC will pay for the cost of work completed and delivered to the FDIC, plus reasonable documented non-cancelable commitments and reasonable wind-down costs; there will be no payment for lost profits or unperformed work. Total FDIC payments under a termination for convenience will not exceed the total amounts payable if the matter was fully performed (i.e., without any termination). Contractor must submit any proposed termination costs within 90 days of the effective date of any termination for convenience, and may be subject to negotiation.

5.2 Termination for Default

5.2.1 Time of Performance. Time is of the essence in Contractor’s performance under this Agreement.

5.2.2 Default Events and Notice. Subject to the cure rights in Section 5.2.3 and the excusable delay protections in Section 5.2.4, the FDIC may terminate this Agreement or any legal matter, in whole or in part, by written notice of default to Contractor if Contractor fails to: (a) deliver the supplies or perform Services within the time specified (including the delivery of any required reports); (b) make sufficient progress to ensure performance; or (c) perform any other material provision of this Agreement, including the best-in-class quality requirement and any material provision of the LSS Deskbook. Repeated failures (three or more in any 12-month period) that individually may not warrant termination, collectively may justify a default termination. In the case of any partial termination, Contractor must continue performing any portion of the work that has not been terminated.

5.2.3 Cure Period. For defaults under Sections 5.2.2(b) and 5.2.2(c), the FDIC will provide written notice describing the default. Contractor will have 5 days after receipt of the notice (or longer if authorized in writing by the FDIC) to cure. During the cure period, Contractor will promptly provide a corrective action plan and schedule, and the FDIC may suspend new work under the affected portion while Contractor cures.

5.2.4 Excusable Delays. Contractor will not be in default if its failure to perform arises from causes beyond its reasonable control and without its fault or negligence, including acts of God, natural disasters, epidemics, declared emergencies, or other events of a similar nature, provided Contractor:

(1) gives the FDIC prompt written notice of the cause and expected duration; and (2) uses diligent efforts to mitigate and resume performance. Delays caused by the FDIC are excused, to the extent of such impact.

5.2.5 Liability to the FDIC. If the FDIC terminates this Agreement (or a specific legal referral for a order of services) in whole or in part for default, the FDIC may procure, under terms and in a manner the FDIC considers appropriate, supplies or services similar to those terminated. Contractor is liable for the FDIC’s reasonable, documented excess costs resulting from the termination and the costs of re-procuring the terminated supplies or services.

6.0 Claims and Demands Against the FDIC.

6.1 Contractor must provide written notice to the Oversight Attorney and LSCG of any claim it may have against the FDIC arising under or in connection with this Agreement and that it will refrain from filing suit with respect to any such claim for a period of 60 days following the FDIC’s receipt of such notice.

6.2 Contractor agrees that a senior contractor representative will promptly meet with the FDIC after providing such notice in a good faith effort to resolve the claim. The written notice of the claim must be accompanied by a certificate signed by an officer, general partner, or senior official of Contractor affirming that: (a) the claim is made in good faith; (b) supporting data are accurate and complete to the best of Contractor’s knowledge and belief; and (c) the amount requested accurately reflects the amount which Contractor believes the FDIC is liable for. This clause survives Agreement termination (i.e., post-termination claims are subject to this notice requirement).

7.0 Confidentiality and Cybersecurity.

Informational security and confidentiality are core obligations of this Agreement and apply to all work Contractor performs for the FDIC. See Chapter 3 of the LSS Deskbook (Information Security & Confidentiality), as well as the Representations and Certifications completed by Contractor for specific requirements. Contractor’s compliance with the Information Security Requirements and Confidentiality obligations in the Deskbook and in the Representations and Certifications are a condition of the FDIC’s payment of invoices. Each invoice or request for payment is a representation by Contractor that, during a given billing period, Contractor is in compliance with its Information Security Requirements and Confidentiality obligations.

8.0 Whistleblower Protections and Contractor Obligations. Whistleblower rights and remedies established at 41 U.S.C. § 4712 apply to Contractor employees performing work for the FDIC, as well as any subcontractors performing work for the FDIC. See LSS Deskbook, (Whistleblower Protections section) for additional information and related Contractor obligations.

9.0 Warranties, Representations, and Certifications.

9.1 Contractor warrants that it currently possesses all necessary licenses, permits, and approvals required in the applicable jurisdictions to perform this Agreement and has the authority to execute this Agreement.

9.2 Before accepting each legal matter and continuously thereafter, Contractor shall conduct a conflict-of-interest check covering the Contractor and the Contractor personnel assigned to the matter. Contractor warrants that: (i) Contractor has no conflict with the interests of the FDIC that has not been disclosed in writing to the FDIC; (ii) Contractor will advise the FDIC Oversight Attorney immediately of all conflicts that develop in the future; (iii) each person who provides services to the FDIC under this Agreement has reviewed, understands, and agrees to act in compliance with requirements (including statutory and regulatory provisions) identified in the LSS Deskbook.

9.3 Contractor agrees that, from time to time, the FDIC may require Contractor to execute additional warranties, representations, or certifications. In such instances, the executed document may be incorporated by reference into this Agreement.

10.0 Insurance and Bonds.

Contractor agrees to maintain, at all times during the ordering period of this Agreement, at its own expense, insurance appropriate to the Services, such as comprehensive, liability, and worker’s compensation, as may be necessary to protect the interests of the FDIC and Contractor. If this Agreement requires Contractor or its agent(s) to handle FDIC funds, Contractor agrees to undertake and maintain reasonable coverage under a fidelity bond to cover potential losses to the FDIC. Proof of insurance must be provided by Contractor upon request of the FDIC in the form of a binder, policy, or certificate of insurance.

11.0 Duration of Agreement.

The three-year ordering period of this Agreement is stated in the introductory section at the top of page 1. This Agreement may only be extended by mutual written agreement.

12.0 Notices.

All notices to the FDIC must be delivered by email, to

Federal Deposit Insurance Corporation FDIC Legal Division - Legal Services Contracts Group 3501 Fairfax Drive (VS-E-6097) Arlington, VA 22226 lscg@fdic.gov

Notices to the Contractor may be provided by the FDIC by email to Contractor’s signatory to the

Agreement or other representative identified in writing.

13.0. Miscellaneous.

13.1 Assignments. The FDIC may assign or transfer this Agreement, in whole or in part, to any U.S.

Government entity or successor in interest without Contractor’s consent or may allow any U.S.

Government entity to order Services under this Agreement. Contractor may not assign this Agreement without the FDIC’s prior written consent.

13.2 Interpretation. The Parties agree that this Agreement was negotiated by both Parties. No rule of construction (including contra proferentem) will apply to interpret any ambiguity against a party because of that party having drafted any term.

13.3 Integration. All terms intended to bind the FDIC must be included in static text form within the Agreement signed by the FDIC. No FDIC end user has authority to agree to any terms in the commercial supplier agreement, third-party agreement by a click box, or other comparable mechanism (e.g., “click-wrap” agreements) and such purported execution does not bind the FDIC or the FDIC end user.

13.4 Indemnity. Contractor will indemnify and hold harmless the FDIC from any third-party claim, demand, or liability expense arising from or related to: (a) Contractor’s (or its subcontractor’s or independent contractor’s) own negligence, willful misconduct, or breach; (b) Contractor’s violation of law; (c) data security or confidentiality incidents related to Contractor non-compliance with LSS Deskbook and Representations and Certification requirement; or (d) Contractor’s actual or alleged intellectual property infringement or misappropriation.

13.5 Intellectual Property. Contractor hereby grants the FDIC a perpetual, irrevocable, worldwide, royalty‑free license to use, copy, modify, and create derivative works of any materials (in any form) created under this Agreement or delivered by Contractor to the FDIC. Contractor shall not release, distribute, or publish any data or information first produced in the performance of this agreement, nor authorize others to do so, without written permission of the FDIC.

13.6 Independent Contractor. Contractor has no authority to bind the FDIC.

13.7 No FDIC liability to Third Persons. The FDIC does not assume any liability to third persons for loss due to death, bodily injury, or damage to property resulting from the performance of Services by Contractor (or any sub- or independent-contractor), nor will the FDIC reimburse Contractor for its liability to third persons.

13.8 Governing Law and Venue. This Agreement is governed by and construed in accordance with the federal law of the United States of America, and in the absence of controlling federal law, in accordance with the laws of the Commonwealth of Virginia. Contractor agrees that it will not commence any legal action, litigation, or proceeding of any kind against the FDIC, arising from or relating to this Agreement, in any forum other than the U.S. Court of Federal Claims or the U.S. District Court for the Eastern District of Virginia. Contractor submits to the jurisdiction of such courts with respect to all claims in any way arising from or relating to this Agreement.

13.9 Order of Precedence. In the case of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence applies: (1) This Agreement; (2) Statement(s) of Work or Engagement/Referral Instructions; (3) FDIC LSS Deskbook; (4) Contractor Rate Schedule/Price List; (5) other incorporated attachments. No Contractor proposal, invoice term, commercial supplier agreement, online term, purchase-order term, or other external term binds the FDIC unless expressly incorporated into a written document signed or approved by an FDIC authorized representative.

13.10 Documents Incorporated by Reference.

The following documents are hereby incorporated by reference and made an integral part of this

Agreement:

• LSS Deskbook, including any amendments, revisions, or updates as may be made by the FDIC from time to time. The FDIC will provide written notice of material updates. Each update will include an effective date. The Contractor is not required to accept or perform new work after a Deskbook update but doing so constitutes acceptance of the Deskbook update.

• Contractor’s Rate Schedule (with attached Price List)

• Confidentiality Agreement (if required)

• Representations and Certifications

• Substitute W-9

• Automatic Deposit Authorization Form (s)

• LSSA Expertise Form

• Statement of Work (if any).

For Contractor:

By:

Name:

Title:

Date Signed:

Federal Deposit Insurance Corporation

By:

Name:

Title:

Date Signed: