Legal RFO Template

LEGAL REQUEST FOR OFFER (RFO)

This Request for Offer ("RFO") is made and entered into as of Date: by and between Issuer Name: , a/an Corporation LLC Individual, with principal address: (hereinafter "Issuer"), and Respondent Name: , with principal address: (hereinafter "Respondent").

RECITALS

WHEREAS, Issuer intends to solicit competitive offers for the goods and/or services described in this RFO for Project Title: and more fully described in the Project Description below; and

WHEREAS, Respondent represents that it is qualified, experienced, and capable of preparing and submitting an offer in accordance with the requirements, terms and conditions set forth in this RFO; and

WHEREAS, Issuer desires to set forth the terms and procedures governing submission, evaluation and award of offers and the relationship to be established between Issuer and the selected Respondent.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this RFO: "Offer" means the proposal submitted by Respondent in response to this RFO; "Contract" means the written agreement executed by the parties following award; "Confidential Information" has the meaning set forth in Section 5 below.

2. SCOPE OF REQUEST

2.1 Description. Respondent shall submit an Offer for the goods and/or services described as follows:

2.2 RFO Reference. RFO Number: . Any Contract resulting from award shall incorporate this RFO and the successful Offer.

3. SUBMISSION REQUIREMENTS

3.1 Deadline. Offers must be received no later than Submission Deadline: at Submission Time: local time. Late Offers will be rejected.

3.2 Form and Content. Each Offer shall include: (a) a detailed technical proposal; (b) a cost proposal in the form of a firm fixed price unless otherwise authorized; (c) references and relevant experience; (d) certifications and representations required by this RFO.

4. EVALUATION AND AWARD

4.1 Evaluation Criteria. Issuer will evaluate Offers based upon technical merit, past performance, price, schedule, and other criteria set forth in this RFO. Issuer reserves the right to award to the Offeror whose Offer is most advantageous to Issuer, taking into account the evaluation criteria.

4.2 Award. No binding Contract shall arise until Issuer and Respondent execute a written Contract. Issuer reserves the right to reject any and all Offers, to waive informalities and minor irregularities, and to negotiate with one or more Offerors prior to award.

5. CONFIDENTIALITY

5.1 Confidential Information. All non-public information provided by Issuer to Respondent in connection with this RFO that is designated in writing as confidential or that a reasonable person would understand to be confidential shall constitute Confidential Information. Respondent shall not disclose Confidential Information except as required to prepare its Offer or as required by law.

5.2 Acknowledgment. By submitting an Offer, Respondent acknowledges and agrees to the confidentiality obligations set forth herein and represents that it has taken reasonable measures to protect such information.

Respondent acknowledges and agrees to the confidentiality obligations in Section 5.

6. REPRESENTATIONS AND WARRANTIES

Respondent represents and warrants that: (a) it has the authority to submit the Offer and to enter into a Contract; (b) the information provided in its Offer is true, complete and not misleading; (c) Respondent is not debarred or suspended from contracting with government entities and will promptly notify Issuer of any change in such status.

7. COMPLIANCE WITH LAWS

Respondent shall comply with all applicable federal, state and local laws, regulations, ordinances and codes in performing its obligations under this RFO and any resulting Contract, including but not limited to labor, tax, licensing and environmental requirements.

8. INDEMNIFICATION AND LIABILITY

Respondent shall defend, indemnify and hold harmless Issuer, its officers, directors and employees from and against any and all claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of or resulting from Respondent's negligent acts, willful misconduct, or breach of this RFO or any Contract resulting therefrom. Issuer's liability shall be limited to the terms set forth in any resulting Contract.

9. TERMINATION

Issuer may terminate the RFO process or any resulting Contract for convenience or for cause as provided in the Contract. Termination shall be without prejudice to any rights or remedies the terminating party may have under law or equity.

10. NOTICES

All notices required or permitted under this RFO shall be in writing and shall be delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

11. AMENDMENTS, WAIVER AND COUNTERPARTS

Any amendment or modification of this RFO must be in writing and signed by authorized representatives of Issuer. No waiver of any provision shall be effective unless in writing. This RFO may be executed in counterparts, each of which shall be deemed an original.

12. GOVERNING LAW

This RFO shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

13. ENTIRE AGREEMENT

This RFO, together with any written amendments and any Contract documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral.

14. SEVERABILITY

If any provision of this RFO is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

15. CONTACTS

AUTHORIZATION

The undersigned represent and warrant that they are duly authorized to execute this RFO on behalf of their respective parties and that submission of an Offer constitutes a binding representation to the statements and commitments contained therein.

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