Legal RFO Packet

LEGAL RFO PACKET

This Request for Offer (the "RFO") is issued on Issue Date: by Issuer Name: (the "Issuer") directed to Respondent Name: (the "Respondent"). RFO Number: .

RECITALS

WHEREAS, the Issuer requires certain goods and/or services described herein and seeks competitive offers from qualified parties; and

WHEREAS, the Respondent represents that it possesses the experience, capability, and resources to provide the described goods and/or services in accordance with the terms of this RFO; and

WHEREAS, the parties desire to set forth the terms governing submission, evaluation, and potential award of a procurement contract resulting from this RFO.

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this RFO and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this RFO, the following terms have the following meanings: "Offer" means a Respondent's submission in response to this RFO; "Award" means the Issuer's selection of an Offer and authorization to negotiate and execute a definitive agreement; "Deliverables" means the goods, services, reports, and other items described in Section 2.

2. SCOPE OF REQUEST

The Respondent shall provide the Deliverables described below in accordance with the requirements, timelines, and performance standards set forth herein. Summary description of required goods/services:

3. SUBMISSION REQUIREMENTS

Respondent must submit a written Offer that includes all materials requested below. Offers that fail to comply with mandatory requirements may be rejected. Submission Deadline (local time): .

4. EVALUATION AND AWARD

The Issuer will evaluate Offers based on demonstrated compliance with requirements, technical capability, past performance, price, and other criteria set forth in this RFO. The Issuer reserves the right to award to the Offeror whose Offer is most advantageous to the Issuer, as determined in the Issuer's sole discretion; the lowest price is not the sole criterion.

Award is subject to successful negotiation and execution of a definitive agreement. Issuer may require clarifications, best and final offers, or additional documentation prior to award.

5. REPRESENTATIONS, WARRANTIES AND COMPLIANCE

The Respondent represents and warrants that: (a) it has full power and authority to submit the Offer; (b) all information provided is true, correct and complete; (c) it will comply with all applicable laws, regulations and industry standards in performing the Deliverables; and (d) it will obtain and maintain all licenses, permits, insurance and certifications required to perform.

6. CONFIDENTIALITY

All information marked confidential and any information that by its nature should reasonably be considered confidential shall be held in confidence by the receiving party and shall not be disclosed except as required by law. Confidential information shall be used solely for purposes of evaluating and performing the RFO and resulting award. Upon written request, confidential materials shall be returned or destroyed.

Check if Offer contains Confidential Information that should be treated as confidential under the terms above.

7. COSTS AND EXPENSES

All costs incurred by Respondent in preparing and submitting an Offer, including costs of any demonstrations or negotiations, are the Respondent's sole responsibility. The Issuer shall have no liability for such costs whether or not an award is made.

8. TERM; TERMINATION

Any award resulting from this RFO shall specify a term and may be terminated by the Issuer for convenience or for cause upon written notice to the Respondent. Upon termination, the Respondent shall be entitled to compensation for Deliverables satisfactorily performed through the effective date of termination, subject to set-off for damages.

9. INDEMNIFICATION

Respondent shall indemnify, defend and hold harmless the Issuer 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 or relating to Respondent's negligent performance, breach of representation or willful misconduct in connection with this RFO or any award.

10. NOTICES

All notices, requests or other communications required or permitted under this RFO shall be in writing and delivered to the contact information set forth in Section 3. Notices shall be deemed given when delivered personally, sent by certified mail, or acknowledged in writing by the receiving party.

11. GOVERNING LAW

This RFO and any dispute arising out of or related to this RFO shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Issuer. Governing jurisdiction:

12. ENTIRE AGREEMENT

This RFO, together with any attachments, exhibits and any subsequently executed award agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

13. SEVERABILITY

If any provision of this RFO is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this RFO shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any provision shall not be construed as a waiver of any other provision. This RFO may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. COST PROPOSAL

Respondent shall provide a firm fixed price or cost estimate for the Deliverables. Price quoted shall include all taxes, duties and charges unless otherwise stated.

Check if Issuer requires a bid bond or security. If required, amount:

16. ATTACHMENTS

The following documents are attached and form part of this RFO: Attachment A (Specifications), Attachment B (Standard Terms), Attachment C (Bid Submission Form), and any addenda issued by the Issuer. List additional attachments here:

17. CERTIFICATION

By submitting an Offer, Respondent certifies that the Offer and all accompanying documents are true, accurate and complete, that the Offer was prepared independently without collusion, and that Respondent has not engaged in any conduct that would constitute a conflict of interest in connection with this RFO.

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