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Prepare a Request for Proposal for the purchase of an integrated computer system (hardware, software, diagnostic tools) from prospective vendors with this downloadable template. The RFP sets out the commercial and contractual requirements of the customer, including: - The vendor must supply the source code, system design specifications, and source code escrow agreement. - The vendor must accept full and total responsibility as prime supplier of the computer system. - The customer reserves the right to require the vendor's assistance in developing the functional specifications. - The prices for the system components must be the vendor's most favourable customer pricing. - Progress payments will be made upon achieving certain performance milestones, which are tied to the customer's conditional acceptance of the system. - The customer may require the vendor to provide financial and performance guarantees. - The system will only be accepted after it has passed a series of acceptance tests. This Request for Proposal for Computer System Purchase can be easily customized to fit your exact circumstances.
REQUEST FOR PROPOSAL To: [VENDOR] Date: [date] 1. Definitions 1.1 All references throughout this document to the following terms shall have the meanings set out opposite such terms: (a) “System” is used collectively to refer to all components of computer hardware, system software applications software and development software which function together as an integrated system; (b) “Customer” means the Customer, and (c) “Vendor” means any supplier to whom a Request for Proposal (“RFP”) has been provided by the Customer. 2. Introduction 2.1 The selection of any Vendor by the Customer as the preferred Vendor shall not constitute a contract between the Customer and the Vendor with respect to either the relationship of the parties or the subject matter of the Vendor’s Proposal. Any contractual relationship to be established between the parties will be governed by the relevant sections of the RFP. 2.2 The following are the commercial and contractual requirements of the Customer. The Vendor must indicate either its acceptance or rejection of the requirement. If a rejection is indicated, the Vendor must state its reasons for the variance from the specified requirement. 3. Prime Vendor Requirements [list all products and services required by the customer] 4. Source Code 4.1 The Vendor will provide the following with regard to the applications software, at no additional charge: (a) source codes; (b) escrow agreement, and (c) system design specifications. 5. Subcontract Declarations 5.1 The Vendor must disclose subcontracting of the hardware/software services included in the Proposal. The Customer reserves the right to contract solely with the Vendor and requires the Vendor to assume full and total responsibility as prime supplier for the provision of all products and services as set out in paragraph 3, “Prime Vendor Requirements”. -2- 6. Functional Specifications 6.1 The Customer reserves the right to require the Vendor, without additional charge, to participate in the development of functional specifications for the purposes of describing, at a business rather than a technical level, the operation of the System and these functional specifications will be incorporated into and form part of the agreement. 7. Costs and Charges 7.1 Costs: The price being paid by the Customer shall reflect the Vendor’s most favoured customer pricing as is usually charged by the Vendor to the purchasers of similar products and services. The price shall be inclusive of all hardware, software, implementation assistance, training and education, conversion assistance, source codes, system design specifications as well as a sufficient number of copies of all systems, operations and Customer documentation, and other products and services to be provided under the agreement. Any free items must be clearly identified. 7.2 Delivery and Installation: The Vendor shall clearly identify all costs associated with delivery and installation. Delivery and set up costs shall be borne by the Vendor. 7.3 Applicable Taxes: All charges, including all applicable taxes, must be stated and clearly identified. All applicable taxes shall be separately detailed and the Proposal shall also provide line item and bottom line totals of combined costs and taxes. 7.4 Payments: An initial payment of a negotiated percentage of the total proposed price for the System and related services will be paid upon the signing of this agreement. Further payments will be made upon achievement of performance milestones which shall be tied into the conditional acceptance of components of the System, or the completion of related services. The agreement will specify the percentage and frequency of each milestone payment. A final payment of not less than ____% of the total proposed price for the System and related services shall be made only after acceptance of the entire System by the Customer. The Vendor shall submit invoices to the Customer for each payment as it becomes due under the agreement. 7.5 Risks and Loss: The Vendor shall cause both the hardware and software (including storage media) to be insured to their full replacement value and the Customer shall be named as additionally insured on all policies of insurance. Risk of loss with respect to items of hardware and software shall remain with the Vendor up until such time that the Customer notifies the Vendor in writing that the System the meets specifications and acceptance criteria established by the Customer. 7.6 Insurance: The Vendor shall provide the amount of public liability and property damage insurance determined necessary by the Customer to protect the Customer, the Vendor, and any other person or firm providing any services specified under the agreement from and against all claims for personal injury, including accidental death, as well as from and against all claims for property damage which may arise from acts or failures to act by the Vendor, the manufacturer, or by anyone directly or indirectly employed by either of them. 8. Financial and Performance Guarantees 8.1 The Customer, at its discretion, may require the Vendor to guarantee the performance of obligations under the Agreement by posting with the Customer any one or more of the following: (a) A clean, irrevocable letter of credit payable in favour of the Customer and in an amount equivalent to the total price set out in the agreement for all hardware, systems software, and -3- applications software or any part thereof and otherwise upon terms and conditions satisfactory to the Customer. (b) A clean, irrevocable letter of credit payable in favour of the Customer and in an amount equivalent to the total price of providing software support and hardware maintenance for the System during the term of any agreement governing the provision of services for software support and hardware maintenance. (c) Such other form or forms of security as shall be satisfactory to the Customer. 9. Financing [complete this section if there are financing options available to the Customer through instalment purchase, rental, operating lease, finance lease or otherwise] 10. Acceptance Test Procedures 10.1 The System shall only be accepted by the Customer upon successful completion of a series of tests, the last of which shall be the testing of the System as an integrated whole. The tests and procedures shall be based upon the following procedure: (a) Hardware and system software: (i) The hardware and system software shall be subject to the manufacturer’s standard acceptance tests prior to shipment to the Customer. (ii) Upon delivery and installation by the Vendor in accordance with a predetermined implementation plan to be agreed to by the Customer, the Vendor shall perform the manufacturer’s diagnostic routines on the hardware and the manufacturer’s standard acceptance tests for the system software. (iii) The hardware and system software shall be deemed to be installed upon written certification to the Customer that the hardware and system software are fit and ready for use and that the hardware is eligible for the manufacturer’s maintenance. (iv) Upon completion of the installation of the hardware and system software, the Customer shall have a certain period of time, which is appropriate to the proposed type of hardware and system software, to perform such tests as it, in its sole discretion, considers necessary to enable it to verify that the hardware and system software correspond to and perform in accordance with the manufacturer’s published specifications and descriptions. (v) If the hardware or system software is found to be deficient during the test period, the Vendor shall have the same length of time as the test period to correct the deficiencies. (vi) Upon notification of correction, the Customer shall have a second or subsequent test period of the same duration as the first. In the event that the hardware and system software are found to be deficient in the second or subsequent test period, the Customer may reject the hardware and system software and may terminate the agreement. (vii) Final acceptance of the hardware and system software shall be conditional upon acceptance of the complete System by the Customer. -4- (b) Applications software: (i) The Vendor shall install the applications software on the hardware in accordance with a predetermined implementation plan. (ii) Upon the completion of the installation of the applications software, the Customer shall have a period of time, which is appropriate to the complexity of the applications software being delivered, during which it shall be entitled to perform such tests as it, in its sole discretion, considers necessary to enable it to verify that the software corresponds to and performs in accordance with the Customer’s specifications. (iii) If the applications software is found to be deficient during the test period, a process of correction and retesting shall be undertaken in a manner similar to the process described above for the hardware and system software. (iv) In the event the applications software is found to be deficient during the retesting, the Customer shall have the right to reject all components of the System. (v) Final acceptance of the applications software shall be conditional upon acceptance of the complete System by the Customer. (c) Integrated system test: (i) Installation of the System shall be considered to be complete when: A. the hardware, system software and applications software have been conditionally accepted as above; B. the Customer’s staff have received sufficient training to enable them to operate the System; and C. al
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