Legal Offeror Representations Form

LEGAL OFFEROR REPRESENTATIONS FORM

This Legal Offeror Representations Form is made and entered into as of , by and between Offeror Name: , with principal place of business at (Offeror), and Recipient Name: , with principal place of business at (Recipient).

RECITALS

WHEREAS, Offeror has submitted a proposal, bid, or offer dated , , in response to Solicitation or Project: .

WHEREAS, Recipient requires certain express representations and warranties from Offeror in connection with evaluation of Offeror's qualification, financial responsibility, and legal capacity to perform the proposed work.

WHEREAS, Offeror is willing to make the representations and warranties set forth below to induce Recipient to evaluate and, if acceptable, accept Offeror's proposal.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Form shall have the meanings set forth in the proposal unless otherwise defined herein. Where no other meaning is provided, "Affiliate" means any entity controlling, controlled by, or under common control with a party.

2. REPRESENTATIONS AND WARRANTIES OF OFFEROR

2.1 Authority. Offeror represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, that it has all requisite power and authority to execute, deliver and perform this Form, and that the individual executing this Form on behalf of Offeror is duly authorized to bind Offeror. Authorized Representative Name: ; Title: .

2.2 No Conflict. The execution and delivery of this Form and the performance of Offeror's obligations will not (a) violate any provision of Offeror's organizational documents, (b) result in a breach of or constitute a default under any material agreement to which Offeror is a party, or (c) require any consent of a third party except as disclosed in writing to Recipient. Exceptions (if any):

2.3 Financial Condition. Offeror represents that it is financially solvent and has, or will have at time of contract award, sufficient financial resources and liquidity to perform its obligations under any resulting contract. Most recent audited financial statements date: .

2.4 Licenses; Compliance with Laws. Offeror represents that it holds all licenses, permits and certifications required to perform the services described in its proposal and that it will comply with all applicable federal, state and local laws, rules and regulations, including laws prohibiting bribery, corruption, and unlawful sanctions. List material licenses or permits below:

2.5 Litigation. Except as disclosed below, there are no civil actions, criminal proceedings, administrative proceedings, or arbitrations pending or, to Offeror's knowledge, threatened against Offeror that would reasonably be expected to impair Offeror's ability to perform. Disclosures:

2.6 Accuracy of Representations. All statements, certificates, financial records, and other materials furnished by Offeror to Recipient in connection with the proposal are true, complete and correct in all material respects as of the date delivered, and do not omit material facts necessary to make the statements not misleading.

3. COVENANTS

3.1 Notice of Change. Offeror shall promptly notify Recipient in writing of any material change in the representations set forth in Section 2, including any change in ownership, financial condition, litigation status, or regulatory compliance.

3.2 Access to Records. Upon reasonable notice, Offeror shall provide Recipient or its designee access to relevant records for the purpose of verifying the representations and warranties contained herein, subject to confidentiality protections described below.

4. INDEMNITY

Offeror agrees to indemnify, defend and hold harmless Recipient, its officers, directors, 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 any breach of the representations or warranties made by Offeror in this Form or from Offeror's negligent acts or omissions in connection with the proposal or any resulting contract.

5. REMEDIES; SURVIVAL

The representations and warranties contained in this Form shall survive execution of any contract resulting from Offeror's proposal for a period of two (2) years, except with respect to matters as to which a longer period is required by law. The remedies provided herein are in addition to any other remedies available at law or in equity.

6. NOTICES

Notices to Offeror

Notices to Recipient

7. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

8. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Form shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflict of laws. If any provision of this Form is held invalid or unenforceable, the remainder of this Form shall remain in full force and effect. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral understandings.

9. CERTIFICATION

By executing below, Offeror certifies under penalty of law that the representations and warranties set forth herein are true and correct to the best of Offeror's knowledge and belief, and that Offeror understands that Recipient is relying upon such representations in evaluating Offeror's proposal.

ADDITIONAL OFFEROR DISCLOSURES

Provide any additional disclosures, exceptions, or clarifications to the representations above:

ENTITY TYPE

Indicate Offeror entity type (check all that apply):

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