2026_CAPITAL_-_INFRASTRUCTURE_PROFESSIONAL_SERVICES_(Addendum_#1_Revision).pdf

2026-RFP-129

2026 CAPITAL - INFRASTRUCTURE PROFESSIONAL

SERVICES

City of Cleveland

Department of Mayor's Office of Capital Projects

601 Lakeside Ave

Cleveland, OH 44114

RELEASE DATE: June 24, 2026

DEADLINE FOR QUESTIONS: July 15, 2026

RESPONSE DEADLINE: July 29, 2026, 12:00 am

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/clevelandoh

City of Cleveland

2026 CAPITAL - INFRASTRUCTURE PROFESSIONAL SERVICES

I. INTRODUCTION

II. SCOPE OF WORK

III. COMPENSATION AND INVOICING

IV. THE CITY’S RIGHTS AND REQUIREMENTS

V. OFFICE OF EQUAL OPPORTUNITY (OEO) FORMS

VI. AGREEMENT PROCESS

VII. TERMS AND CONDITIONS

VIII. EQUAL OPPORTUNITY REQUIREMENTS

IX. INSURANCE LIMITS

X. CONSTRUCTION OF AGREEMENT

XI. PROPOSAL SECTION CRITERIA

XII. PROPOSAL CONTENTS

XIII. PROPOSAL SUBMITTALS

Attachments:

A - 2026 Non-Comp Form

B - Vendor ID Form

C - W-9 Form

D - OEO Forms

#2026-RFP-129

Title: 2026 CAPITAL - INFRASTRUCTURE PROFESSIONAL SERVICES

1. INTRODUCTION

LATE PROPOSALS WILL NOT BE ACCEPTED

The City of Cleveland invites responses to the Request for Proposal (RFP) for 2026 CAPITAL -

INFRASTRUCTURE PROFESSIONAL SERVICES.

We ask that you strictly adhere to the following critical guidelines outlined in this document.

1.1. Summary

The successful firms selected for this project will be responsible for managing, monitoring, inspecting, reporting, and ensuring that public and private work progresses in alignment with approved contract documents and in compliance with City standards. Their role involves overseeing the execution of the project, verifying compliance, and ensuring quality standards are met.

1.2. Background

The City of Cleveland is in need of program management and inspection services for various projects and work being performed throughout the City.

1.3. Contact Information

Clay Harris Sr. Project Controls Consultant 601 Lakeside Dr Cleveland, OH 44114 Email: eharris2@clevelandohio.gov Phone: (216) 664-7426

Department:

Mayor's Office of Capital Projects

Department Head:

James DeRosa Director

1.4. Timeline

RFP Published on City website June 24, 2026

Last Day to Submit Provider Questions July 15, 2026, 12:00am

Publish RFP Addendum July 22, 2026

Proposal Submission Deadline July 29, 2026, 12:00am mailto:eharris2@clevelandohio.gov tel:(216)664-7426

2. SCOPE OF WORK

2.1. Inspection Services – ODOT Capital Projects

As needed, the City will require 1-2 ODOT qualified inspectors to be on-site throughout the assigned project, being present during the entire time that construction work is being performed to augment the current City of Cleveland inspection staff. The inspectors will need to attend weekly construction meetings, measure quantities daily, fill out and submit daily inspection reports with said quantities, discuss the project with needed City staff, and gather information for any change orders or requests for information by the Contractor. The inspectors may need to attend other meetings as requested by the

City. They will verify all pay requests with the contractor before submission to the City. The duration of this work would be on a project-to-project basis. There will be approximately 1-5 capital projects per year or as needed.

2.2. Inspection Services – Public Utility Work

As needed, the City will require 1 inspector to go to each site and perform a pre-pour inspection and then review the site 3-5 days after the pour to ensure compliance with the City of Cleveland construction standards and specifications to augment current City of Cleveland inspection staff. These sites will be random throughout the city but will include inspections for the City’s Lead Service Line Replacement (LSLR) program and other public utility work performed by Cleveland Water Department (CWD), Water Pollution Control (WPC), and Cleveland Public Power (CPP). There will be approximately 15,000 – 20,000 sites per year. Inspector will fill out a report for each site indicating time, place, inspector name, general comments of the inspection, and if the inspection is in compliance with City standards, as well as other information deemed necessary by the City. The Public Utility Work is sent via email to MOCAP on a daily basis. These will be forwarded to the consultant as received. The consultant will need to review the emails, assigning inspectors as necessary to cover the needed inspections. The consultant will need to create a spreadsheet or other mechanism approved by the City as a means of tracking each location and whether or not it is compliant, and, if non-compliant, what the compliance issue is. The inspector may need to communicate with the Public Utility as to the issues that need resolved as necessary, particularly at the onset of the inspections.

2.3. Program Management / Inspection Services – City Programs (TDS)

The City will require 1 project manager and 1 Inspector for each construction crew of the contractor for the Tree Damaged Sidewalk (TDS) Program, and a certified arborist to augment current City of Cleveland inspection staff. The consultant will receive the listing of streets and extents of each street; they will walk each street to verify what properties are in non-compliance with the City Standards and specifications and approximate square footage of sidewalks that need replaced (with thickness) to become compliant with City standards and specifications. Other information that will need to be verified is the number of trees and their diameter, any public utility manhole or lid adjustments, and any other information requested by the City. This will be delivered electronically. Once the City creates Task Orders (TO), the consultant will mark the locations of the TO for the contractor and inspect the contractor’s work. The consultant’s certified arborist will review all root assessments to determine if a tree root can be pruned, tree needs to be removed, or potential sidewalk reduction or easement request to resident prior to submitting to the City’s Department of Urban Forestry and be present for pruning of all tree roots. The consultant will keep track of progress per property for the entire program and will review all pay requests from the contractor prior to submitting to the City. The consultant will run weekly meetings, creating an agenda for each and submitting meeting minutes to the City. The consultant will generate and keep track of punch lists for the contractor’s work and verify when segments are complete. The consultant will report on a weekly basis the progress of the work and will help ensure that no sidewalk segment is left open or incomplete for more than 30 days. The consultant will ensure that all contractor’s work is compliant with City standards and specifications. The consultant will be running this project on a daily basis, reporting to the City staff as necessary to ensure the project stays on schedule and on budget.

The project staffing is anticipated to include a full time Project Manager, 3 to 5 full time inspectors (1 for each construction crew), 1 certified arborist and 1 full time support administrative assistant. During non-peak construction season and winter, it is anticipated to include the services of 1-2 full time inspectors depending on construction crews working.

2.4. Professional Engineer or Project Management Professional (Overall Project Manager)

Under the direction of the City, the Professional Engineer (PE) or Project Management Professional (PMP) will have complete oversight of the Program and will be charged to successfully manage all aspects of the program as a City Representative. Responsibilities include but are not limited to the following; serve in the role of program manager for the TDS program, manage Inspectors/Arborists, coordinate construction and design issues, field verification (Quality Assurance) that approved construction documents are adhered to, coordinate with City/State/County Capital Projects, punch list generation, coordinate tree preservation strategies with Division of Urban Forestry, project closeout, provide detailed documentation and invoicing to the City, address complaints by residents, attend necessary public meetings (as needed), generate meeting minutes.

Professional Engineer shall; be detailed oriented, have excellent written and verbal communication skills, proficient in Microsoft Office, Microsoft Projects or equal, and familiarity with the City of Cleveland Standards is a plus. The ability to multi-task is a must.

Professional Engineer will be stationed at City Hall and it is anticipated that office responsibilities will be 40% and field responsibilities will be 60%.

The Professional Engineer fee shall be paid hourly inclusive of all direct and indirect fees.

Additional position description information is provided in Appendix “A”.

2.5. Construction Inspector(s)

Under the direction of the Professional Engineer, the Construction Inspector(s) will perform construction inspections (Quality Control) to ensure compliance to approved construction documents and adherence to City Standards, specifications, and permit requirements.

Construction Inspector will be charged with completing a detailed daily report and have the ability to instantly communicate electronically with the office.

Construction Inspector shall be ODOT pre-qualified and shall meet the following minimum requirements:

2 years of Construction Technical Experience and Associate Degree in Civil Engineering Technology or Associate Degree in Construction Engineering Technology. If no Associate or Construction Technology Degrees, an additional 2 years of Construction field experience will be required.

The Construction Inspector fee shall be paid hourly inclusive of all direct and indirect costs. Timekeeping shall start from the time the Construction Inspector arrives on site and shall stop when Construction Inspector leaves the site. The Construction Inspector shall have proper communication equipment tablet, mobile phone, and any other equipment so as to be able to instantly communicate with the Office in writing (Excel, Word, E-Mail) and to convey photos.

Additional position description information is provided in Appendix “A”.

2.6. Certified Arborist(s)

Under the direction of the Professional Engineer, Division of Urban Forestry and Division of Engineering & Construction, the Project Arborist will be charged with overseeing, documenting and recommending, and directing tree preservation strategies related to the TDS Program in accordance with City established standards and requirements.

Duties of the Project Arborist include but are not limited to the following;

Preparing a tree assessment report on every property that the TDS Program affects that will contain the following data as collected during the tree and site inspection:

1. Tree address

2. Tree genus and species

3. Tree condition (dead, poor, fair, good, excellent) The arborist can use letters to indicate condition (i.e. d=dead, p=poor, f=fair, g=good, e=excellent)

4. Tree diameter at breast height measured at 4.5 feet above the ground

5. Tree side and number

6. Percentage of stem girdling roots at the base

7. Structural defects (i.e. decay, cracks, co-dominant stems, dead wood, broken or hanging limbs)

8. Depth of roots found using a probe (at grade, above grade, below grade)

9. Estimated diameter of visible roots

10. The distance from the trunk the roots will be pruned.

11. Recommendation (root prune and retain tree, root prune and remove tree, root grind and remove tree, no root pruning needed, curve sidewalk etc.).

12. Field Marking root pruning and canopy pruning limits

13. Periodic oversight (QA/QC) of field operations to ensure adherence to proper construction methods.

The Project Arborist (informational list attached) shall be one of the following professionals:

1. International Society of Arboriculture (ISA) Certified Arborist

2. International Society of Arboriculture Board Certified Master Arborist (BCMA)

3. American Society of Consulting Arborists (ASCA) Consulting Arborist

4. ISA Tree Risk Assessor

5. ISA Municipal Specialist

The Project Arborist fee shall be paid hourly inclusive of all direct and indirect costs. Timekeeping shall start from the time the Arborists arrives on site and shall stop when Arborist leaves the site. Arborist shall have proper communication equipment tablet, mobile phone, and any other equipment so as to be able to instantly communicate with the City in writing (Excel, Word, Email) and to convey photos.

Additional position description information is provided in Appendix “A”.

The City reserves the right to modify the scope of services at any time before execution of a contract to add, delete, or otherwise amend any item(s), as it deems necessary, in its sole judgment, and in the best interest of the City.

3. COMPENSATION AND INVOICING

A. 1. Compensation for General Services1.1 Basis of Compensation Compensation for general services shall be made on the basis of hourly billing rates or fixed-price amounts, depending on the support category of personnel assigned to each task, together with approved reimbursable expenses negotiated as part of the Agreement. Billing rates shall remain unchanged for the duration of the Contract. See: hourly billing rates1.2 Reimbursable Expenses The Consultant shall be compensated for reimbursable expenses incurred in the performance of the work in accordance with the City Reimbursable Policy (Appendix C). Only expenses expressly permitted under the Policy shall be eligible for reimbursement.1.3 Method of Payment The

Consultant shall be paid using either:

o a simple time-based method, or o a mutually agreed-upon fee schedule tied to project deliverables.

• Monthly invoices shall reflect actual hours worked at approved billing rates and shall include only the staff titles listed in the Fee Proposal. 2. Invoicing Requirements2.1 Submission

Schedule The Consultant shall submit invoices monthly, no later than the close of business on the thirtieth (30th) calendar day of the month following the month in which services were performed. If the 30th falls on a weekend or City holiday, the invoice shall be submitted on the preceding business day. Invoices shall not be submitted more frequently than once per month.2.2

Required Invoice Contents Each invoice shall include, at a minimum:

o Cover page o Summary table o Detailed invoice by task o Summary of labor costs o Timesheets o Summary of reimbursables o Original receipts o Additional documentation as deemed appropriate

• Invoices shall identify specific activities performed on an hourly and daily basis by resource or task/deliverable.2.3 Organization of Supporting Documentation Supporting documentation

(timesheets, receipts, etc.) shall be organized alphabetically and then chronologically. Each approved task shall be clearly identified and tracked.2.4 Non-Conforming Invoices Invoices not submitted in the approved format, or lacking required documentation, may be rejected and returned to the Consultant. 3. Contract Structure and Allowable Costs3.1 Cost Components o Labor: Employee rate o Overhead: Audited; documentation required for each task order o Fixed Fee: 10% for Prime; 10% for Subconsultant o Prime Mark-Up: Not permitted

• 3.2 Inclusive Unit Prices Unit prices and testing rates shall include all labor, transportation, storage, subsistence, administrative support, supplies, materials, equipment, reproduction, postage, overhead, profit, and any other costs necessary to perform the required services. 4.

Federal Requirements4.1 FAR Modernization Compliance Proposals and invoices shall incorporate applicable 2026 FAR modernization requirements, including updated indirect cost allocation and reporting provisions for projects involving federal funding. See: 2026 FAR modernization 5. Adjustment or Reduction of Work5.1 City’s Right to Reduce Scope The

Division of Engineering and Construction reserves the right to eliminate any portion of the work.

In the event of termination or reduction in scope, the Consultant shall be compensated for services rendered up to the effective date of termination. 6. Payment Procedures6.1 Task Order

Identification All invoices shall identify each task order for which payment is requested and shall be summarized by task order and/or item number.6.2 Invoice Summary Requirements

Each invoice shall include:

o Previous amount due o Current amount due o Total amount invoiced to date

B. 7. Fee Structures7.1 Actual Cost Plus Net Fee with Upset Maximum Under this method, the

City shall pay actual salary, overhead, and expenses up to the upset maximum. The Net Fee shall be paid regardless of whether the upset maximum is reached. Revisions to the upset maximum may occur only through an approved change in scope. Approved complexity changes shall include a Net Fee of zero dollars. See: Actual Cost Plus Net Fee7.2 Lump Sum Fee A Lump

Sum Fee is a single, all-inclusive amount covering labor, overhead, direct costs, cost of money, and profit. Revisions may occur only through an approved change in scope. Approved complexity changes shall include a Net Fee of zero dollars. See:Lump Sum Fee7.3 Man-Hour Submittals

The Consultant shall submit proposed man-hours for the prime and all subconsultants for each task order unless otherwise directed. 8. Fee Information Requirements8.1 Cost Plus Proposals

Proposals shall identify hours, hourly rates, overhead, direct costs, cost of money, and profit.

Overhead percentages must be supported by audit documentation. Weighted average hourly rates shall not exceed proposed rates without justification.8.2 Lump Sum Proposals Proposals shall identify the breakdown of hours and direct costs. Worksheets shall be provided to demonstrate reasonable estimation.8.3 Subconsultant Mark-Ups Subconsultant mark-ups are not permitted. 9. Payments to SubconsultantsThe Consultant shall pay subconsultants within 45 days of receiving the subconsultant’s invoice, unless the City authorizes an exception in writing.

See: subconsultant payment rules

4. THE CITY’S RIGHTS AND REQUIREMENTS

A. The Director, at his/her sole discretion, may require any proposer to augment or supplement its proposal or to meet with the City’s designated representatives for interview or presentation to further describe the proposer’s qualifications and capabilities. The requested information, interview, meeting, or presentation shall be submitted or conducted, as appropriate, at a time and place the Director specifies.

B. The City reserves the right, at its sole discretion, to reject any proposal that is incomplete or unresponsive to the requests or requirements of this RFP. The City reserves the right to reject any or all proposals and to waive and accept any informality or discrepancy in the proposal or the process as may be in the City’s best interest.

C. Proposal as a Public Record

Under the laws of the State of Ohio, all parts of a proposal, other than trade secret or proprietary information and the fee proposal may be considered a public record which, if properly requested, the City must make available to the requester for inspection and copying. Therefore, to protect trade secret or proprietary information, the proposer should clearly mark each page - but only that page - of its proposal that contains that information. The City will notify the proposer if such information in its proposal is requested, but cannot, however, guarantee the confidentiality of any proprietary or otherwise sensitive information in or with the proposal. Blanket marking of the entire proposal as “proprietary” or “trade secret” will not protect an entire proposal and is not acceptable.

D. Cleveland Area Business Code

Requirements During performance of this Agreement, Contractor shall comply with all applicable requirements of the Cleveland Area Business Code, Chapter 187 of the Codified

Ordinances of Cleveland, Ohio, 1976 (“C.O.”), and any Regulations promulgated under the Code, which Code and Regulations are incorporated into and made part of this RFP by this reference as fully as if rewritten in it or attached. Specifically, compliance under any resulting agreement shall include, but not be limited to, the Contractor’s:

o Compliance with its proposal representations regarding CSB, MBE, and/or FBE participation in performance of the Agreement;

o Compliance and cooperation with Project Monitors, whether from the Mayor’s Office of

Equal Opportunity (the “OEO”) or the contracting department;

o Accurate, complete, and on-time submission of all reports, forms, and documents including, but not limited to, employment reports, certified payrolls, monitoring forms, and other information the Director of the OEO may require, whether in printed or electronic form, to ascertain and verify Contractor’s compliance; and o Attendance at and participation in all required project meetings, including OEO compliance meetings, and progress meetings called by the contracting department director(s) at key intervals during performance of the contract services.

Failure to Comply When determining the contractor’s future eligibility for a City contract, the City shall consider a contractor’s failure to comply with the representations of its proposal and the requirements under the Code as a failure to faithfully perform a contract.

a. Under the Cleveland Area Business Code, the City of Cleveland is firmly committed to assisting Minority Business Enterprises (MBEs), Female Business Enterprises

(FBEs), and Cleveland- area small businesses (CSBs) by providing and enhancing economic opportunities to participate in City contracts. The successful proposer for a contract will be a firm that shares that commitment. Accordingly, a proposer is strongly encouraged to utilize the services of qualified MBE/FBE/CSB sub-consultants that are certified by the Mayor’s Office of Equal Opportunity (the

“OEO”) in its proposal.

b. Proposers are required to make a good-faith effort to subcontract portions of the work to certified Minority Business Enterprise (“MBE”), Female Business Enterprise

(“FBE”), and CSB firms, consistent with the subcontracting goal(s) applicable to this

RFP.

c. To document its good-faith effort to utilize certified MBE, FBE and CSB sub-consultants, each proposer must complete Schedules 1 through 4 found in the Cleveland Area Business Code - Notice to Bidders and Schedules. These schedules identify the proposer’s proposed use of MBE, FBE and CSB sub-consultants on the project, which evidences the proposer’s good-faith effort to obtain the participation of certified sub-consultants. The proposer shall submit the completed forms with its proposal and they will be forwarded to the City’s Office of

Equal Opportunity for evaluation. Failure to submit complete schedules may result in the rejection of a proposal.

Proposers may obtain a listing of firms certified by the OEO as CSBs, MBEs and

FBEs by checking the City’s website at http://www.city.cleveland.oh.us. On the home page, select “Office of Equal Opportunity” from the drop-down menu of City departments. On the Office of Equal Opportunity page, you will find a selection in the left-hand column for “CSB/MBE/FBE Registry”.

Proposers are responsible for obtaining the most current list and for contacting potential CSB/MBE/FBE sub-consultants. The City assumes no responsibility for matching prime consultants with qualified, certified MBE, FBE, and/or CSB sub-consultants.

The City Office of Equal Opportunity will monitor participation of MBE, FBE, and/or CSB sub-consultants throughout the duration of the engagement or project. The successful proposer, as contractor, will be responsible for providing the

OEO with all information necessary to facilitate this monitoring.

http://www.city.cleveland.oh.us/

The Cleveland Area Business Code, any Regulations promulgated under the Code, and the OEO Notice to Bidders & Schedules are, by this reference, incorporated in and made part of this solicitation and any resulting contract as fully as if written in it or attached.

d. The successful proposer, as contractor, will be required to comply with all terms, conditions, and requirements imposed on a “contractor” in the following Equal

Opportunity Clause, Section 187.22(b) of the Cleveland Codified Ordinances, and shall make the Clause part of every subcontract or agreement entered into for services or goods and binding on all persons and firms with which the proposer may deal, as follows: No Contractor shall discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. Contractors shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to race, religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. As used in this chapter, “treated” means and includes without limitation the following: recruited whether by advertising or other means;

compensated, whether in the form of rates of pay or other forms of compensation;

selected for training, including apprenticeship, promoted, upgraded, demoted, transferred, laid off and terminated. Contractors shall post in conspicuous places available to employees and applicants for employment, notices to be provided by the hiring representative of contractors setting forth the provisions of this nondiscrimination clause.

E. Term of Proposal’s Effectiveness.

By submission of a proposal, the proposer agrees that its proposal will remain effective and eligible for acceptance by the City until the earlier of the execution of a final contract or 180 calendar days after the proposal submission deadline (the “Proposal Expiration Date”).

F. Execution of a Contract.

The successful proposer shall, within ten (10) business days after receipt of a contract prepared by the City Director of Law, exclusive of Saturdays, Sundays and holidays, execute and return the contract to the City together with evidence of proper insurance and intent to conform to all requirements of the contract. Attached hereto or which are a part hereof and all applicable federal, state and local laws and ordinances prior to or at the time of execution of the contract.

G. Short-listing

The City reserves the right to select a limited number (a “short list”) of proposer’s to make an oral presentation of their qualifications, proposed services, and capabilities. The City will notify the proposers selected for oral presentations in writing.

H. Proposer’s Familiarity with RFP; Responsibility for Proposal

By submission of a proposal, the proposer acknowledges that it is aware of and understands all requirements, provisions, and conditions in and of this RFP and that its failure to become familiar with all the requirements, provisions, conditions, and information either in this RFP or disseminated either at a pre-proposal conference or by addendum issued prior to the proposal submission deadline, and all circumstances and conditions affecting performance of the services to be rendered by the successful proposer will not relieve it from responsibility for all parts of its

Proposal and, if selected for contract, its complete performance of the contract in compliance with its terms. Proposer acknowledges that the City has no responsibility for any conclusions or interpretations made by proposer on the basis of information made available by the City. The City does not guarantee the accuracy of any information provided and proposer expressly waives any right to a claim against the City arising from or based upon any incorrect, inaccurate, or incomplete information or information not otherwise conforming to represented or actual conditions.

I. Interpretation

The City is not responsible for any explanation, clarification, interpretation, representation or approval made concerning this RFP or a Proposal or given in any manner, except by written addendum. The City will mail, e-mail, or otherwise deliver one copy of each addendum issued, if any, to each individual or firm that requested and received a RFP. Any addendum is a part of and incorporated in this RFP as fully as if originally written herein.

5. OFFICE OF EQUAL OPPORTUNITY (OEO) FORMS

Submit Office of Equal Opportunity (OEO) Schedules. These schedules are contained within the document “Notice to Bidders and Schedules” which are included in Proposal Submittals section and can also be found on the City of Cleveland website in the OEO section.

The schedules shall be fully completed and should be designed to meet or exceed the participation goal of

30% CSB.

Each and every CSB firm should complete and sign the Statement of Intent to perform as a subconsultant

(Schedule 3).

Required City Forms

Proposer shall complete, execute, and return with its fee proposal the following documents, blank copies of which are included in section, Proposal Submittals. They can also be found online on the City of

Cleveland website.

• The Office of Equal Opportunity Notice to Bidders and Schedules;

• Federal Form W-9 including Taxpayer Identification Number;

• Non-Competitive Bid Contract Statement for Calendar Year 2026;

• Northern Ireland Fair Employment Practices Disclosure.

6. AGREEMENT PROCESS

The Vendor whose proposal is found to be the “Most Advantageous” to the City will be selected and offered the opportunity to enter into an Agreement with the City. The scope, terms and conditions of that

Agreement shall be in conformance with the terms, conditions and specifications described in this RFP, and the proposal submitted by the Vendor shall become part of the Agreement with the City.

The selected Vendor must be prepared to begin contract negotiations immediately upon notification of selection. If the Vendor is not able to begin contract negotiations, the City may disqualify the Vendor.

The City reserves the right to negotiate the contract to include any portion or portions of the proposal.

The City shall not be responsible for any vendor costs incurred in relation to preparation of the proposal, travel to any meetings, or any other Vendor costs associated with proposal preparation.

The City of Cleveland’s Law Department will prepare the contract. Vendor responses must identify a designated contact, authorized to negotiate the final terms and conditions with the Law Department. It should be noted that the Law Department uses City of Cleveland prepared contract forms and not standard vendor contract forms.

7. TERMS AND CONDITIONS

The following terms and conditions, substantially in the form contained herein, shall be included in the agreement between the City and the successful respondent. Please carefully review these terms and conditions. No specific response to this section is required.

7.1. Term

The term of this Agreement shall begin on the effective date of this Agreement and, unless sooner cancelled in accordance with the terms of the Agreement, shall terminate upon completion of and approval by the City of all work to be performed.

7.2. Cancellation

This agreement may be canceled by the City at any time upon written notice to the Consultant.

7.3. Independent Contractor

Consultant and the City agree that Consultant is an independent contractor and not an employee of the

City and further agrees that Consultant shall be considered as such for all purposes. As such Consultants shall retain sole financial responsibility for all taxes due to federal, state or local governments or agencies on account of themselves, their employees, representatives or agents.

7.4. Equal Opportunity, MBE/FBE

The Consultant shall comply with all terms, conditions, and requirements imposed on a “Contractor” in the Equal Opportunity Clause, Section 187.22(b) of the Cleveland Codified Ordinances, and shall make the Clause part of every subcontract or agreement entered into for services or goods and binding on all persons and firms with which the proposer may deal, as follows: No Contractor shall discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. Contractors shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to race, religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. As used in this chapter, “treated” means and includes without limitation the following: recruited whether by advertising or other means; compensated, whether in the form of rates of pay or other forms of compensation; selected for training, including apprenticeship, promoted, upgraded, demoted, transferred, laid off and terminated. Contractors shall post in conspicuous places available to employees and applicants for employment, notices to be provided by the hiring representative of Contractors setting forth the provisions of this nondiscrimination clause.

A copy of this Clause shall be made a part of every subcontract or agreement entered into for goods or services and shall be binding on all persons, firms, and corporations with whom the Contractor may deal.

Within 60 calendar days after entering into a contract, the successful Proposer, as Contractor, shall file a written affirmative action program with the OEO containing standards and procedures and representations assuring that the Contractor affords all qualified employees and applicants for employment equal opportunities in the Contractor’s recruitment, selection, and advancement processes. The forms can be found at: City of Cleveland OEO Forms

7.5. Cleveland Area Business Code

During performance of this contract, Consultant shall comply with any and all applicable requirements of the Cleveland Area Business Code, Chapter 187 and 187a. of the Codified Ordinances of Cleveland, http://www.city.cleveland.oh.us/CityofCleveland/Home/Government/CityAgencies/Finance/PurchasesSupplies/VendorInformation

Ohio, 1976 (“C.O.”), and any Regulations promulgated under the Code, which Code and Regulations are incorporated into and made part of this RFP by this reference as fully as if rewritten in it or attached. The subcontracting goal is 30% CSB.

7.6. Subcontracts and Assignments

Consultant shall not subcontract nor shall any subcontractor commence performance of any part of the work or services included in this Agreement without the prior written consent of the City. Subcontracting, if permitted, shall not relieve Consultant of any of its obligations under this Agreement.

Consultant shall be and remain solely responsible to the City for the acts or faults of any such subcontractor and of such subcontractor's officers, agents and employees, each of whom shall for this purpose, be deemed to be an agent or employee of Consultant to the extent of its subcontract. Consultant and any subcontractor shall jointly and severally agree that the City of Cleveland is not obligated to pay or to be liable for the payment of any sums due to any subcontractor.

7.7. Assignment

Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same, whether by assignment or notation, without the prior written consent of the City.

7.8. Confidentiality

In rendering the Services to be performed pursuant to this Agreement, Consultant agrees to treat and maintain confidential information and data as the City’s confidential property and from the date hereof, and agrees not to divulge it to any third party at any time or use it for Consultant’s personal benefit or otherwise, except as such use or disclosure may be required in connection with the performance of the

Services or may be consented to, in writing by the City.

7.9. Compliance with Laws and Policies

This Agreement is subject to, and Consultant shall comply with, all statutes, ordinances, regulations and rules of the Federal government, the State of Ohio, the County of Cuyahoga, and the City of Cleveland.

7.10. Indemnification and Insurance

Consultant shall indemnify and hold harmless the City and its respective officers, agents and employees from and against all losses, damages, expenses, suits or claims, liabilities and costs, including reasonable attorney's fees, that may be based upon any negligent error or omission by Consultant or any injury to persons or property arising out of an error, omission or negligent act of Consultant or its subconsultant.

Consultant shall, at its own expense, defend the City in all litigation, pay all attorney's fees, damages, court costs and other expenses arising out of such litigation or claims incurred in connection therewith and shall, at its own expense, pay all claims and related expenses and satisfy and cause to be discharged such judgments as may be obtained against the City, or any of its officers, agents or employees, arising out of such litigation. Such indemnification shall survive the termination of this Agreement.

7.11. State Industrial Compensation

Consultant shall be required at all times during the term of this Agreement, if required by law, to subscribe to and comply with the Workers' Compensation Laws of the State of Ohio and pay such premiums as may be required thereunder and to save the City harmless from any and all liability from or under said act. Consultant shall also furnish, if applicable, upon the request of the City, a copy of the official certificate or receipt showing the payments referred to herein.

7.12. Social Security Act

Consultant shall be and remain an independent contractor with respect to all services performed hereunder and agrees to and does hereby accept full and exclusive liability for the payment of any and all contributions or taxes for social security, unemployment benefits, pensions and annuities now or hereafter imposed under any state or federal laws which are measured by the wages, salaries or other remuneration paid to persons employed by Consultant on work performed under the terms of this Agreement and further agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now or hereafter may be issued or promulgated under said respective laws by any duly authorized state or federal officials and said Consultant also agrees to indemnify and save harmless the City of Cleveland from any such contributions or taxes or liability therefore.

7.13. Interest of Consultant

Consultant covenants that it has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant further covenants that no person having any such interest shall be employed in the performance of this Agreement.

7.14. Defaults and Remedies

A. Consultant shall be in default of this Agreement upon the happening of any of the following events:

1. Consultant fails to observe or perform any of the covenants or agreements to be observed or performed by it hereunder and such failure continues for a period of five (5) days after written notice thereof is given to the Consultant by the City.

2. The filing, execution or occurrence of: (i) a petition or other proceeding by, or a finding against, Consultant for its dissolution, reorganization or liquidation; (ii) a petition in bankruptcy by Consultant; (iii) an adjudication of Consultant as bankrupt or insolvent; (iv) an assignment or petition for assignment for the benefit of creditors.

3. Consultant abandons or discontinues its operations for the City except when such abandonment or discontinuance is caused by fire, earthquake, war, strike or other calamity beyond its control.

B. Upon the happening of any one or more of the events as set forth in Paragraph A of this Article, or upon any other default or breach of this Agreement, the Finance Director may, at her option, exercise concurrently or successively any one or more of the following rights and remedies:

1. Enjoin any breach or threatened breach by Consultant of any covenants, agreements, terms provisions or conditions hereof.

2. Sue for the performance of any obligation, promise or agreement devolving upon Consultant for performance or for damages for the nonperformance thereof, all without terminating this

Agreement.

3. Terminate this Agreement.

C. All rights and remedies granted to the City herein and any other rights and remedies that the City may have at law and in equity are hereby declared to be cumulative and not exclusive and the fact that the City may have exercised any remedy without terminating this Agreement shall not impair the City's rights thereafter to terminate or to exercise any other remedy herein granted or to which it may be otherwise entitled.

8. EQUAL OPPORTUNITY REQUIREMENTS

During performance of this Agreement, Contractor shall comply with all applicable requirements of the

Cleveland Area Business Code, Chapter 187 of the Codified Ordinances of Cleveland, Ohio, 1976

(“C.O.”), and any Regulations promulgated under the Code, which Code and Regulations are incorporated into and made part of this RFP by this reference as fully as if rewritten in it or attached. Specifically, compliance under any resulting agreement shall include, but not be limited to, the

Contractor’s:

• Compliance with its proposal representations regarding CSB, MBE, and/or FBE participation in performance of the Agreement;

• Compliance and cooperation with Project Monitors, whether from the Mayor’s Office of Equal

Opportunity (the “OEO”) or the contracting department;

• Accurate, complete, and on-time submission of all reports, forms, and documents including, but not limited to, employment reports, certified payrolls, monitoring forms, and other information the Director of the OEO may require, whether in printed or electronic form, to ascertain and verify Contractor’s compliance; and

• Attendance at and participation in all required project meetings, including OEO compliance meetings, and progress meetings called by the contracting department director(s) at key intervals during performance of the contract services (e.g. 25% completion, 50% completion, 75% completion).

Failure to Comply- When determining the contractor’s future eligibility for a City contract, the City shall consider a contractor’s failure to comply with the representations of its proposal and the requirements under the Code as a failure to faithfully perform a contract.

• Under the Cleveland Area Business Code, the City of Cleveland is firmly committed to assisting

Minority Business Enterprises (MBEs), Female Business Enterprises (FBEs), and Cleveland- area small businesses (CSBs) by providing and enhancing economic opportunities to participate in

City contracts. The successful proposer for a contract will be a firm that shares that commitment. Accordingly, a proposer is strongly encouraged to utilize the services of qualified

MBE/FBE/CSB sub consultants that are certified by the Mayor’s Office of Equal Opportunity

(the “OEO”) in its proposal.

• The subcontracting goal for this contract is 10% Cleveland Area Small Business (“CSB”) subcontractor participation. Please review the attached Office of Equal Opportunity documents to ascertain the goal for the proposed contract. Proposers are required to make a good-faith effort to subcontract portions of the work to certified Minority Business Enterprise (“MBE”), Female

Business Enterprise (“FBE”), and CSB firms, consistent with the subcontracting goal(s) applicable to this RFP.

• To document its good-faith effort to utilize certified MBE, FBE and CSB sub consultants, each proposer must complete Schedules 1 through 4 found in the Cleveland Area Business Code -

Notice to Bidders and Schedules. These schedules identify the Proposer’s proposed use of MBE, FBE and CSB sub-consultants on the project, which evidences the proposer’s good-faith effort to obtain the participation of certified sub-consultants. The Proposer shall submit the completed forms with its proposal and they will be forwarded to the City’s Office of Equal Opportunity for evaluation. Failure to submit complete schedules may result in the rejection of a proposal

• Proposers may obtain a listing of firms certified by the OEO as CSBs, MBEs and FBEs by checking the City’s website at roposers are responsible for obtaining the most current list and for contacting potential CSB/MBE/FBE sub consultants. The City assumes no responsibility for matching prime consultants with qualified, certified MBE, FBE, and/or CSB sub-consultants.

• The City Office of Equal Opportunity will monitor participation of MBE, FBE, and/or CSB sub-consultants throughout the duration of the engagement or project. The successful proposer, as contractor, will be responsible for providing the OEO with all information necessary to facilitate this monitoring.

• The Cleveland Area Business Code, any Regulations promulgated under the Code, and the OEO

Notice to Bidders & Schedules are, by this reference, incorporated in and made part of this solicitation and any resulting contract as fully as if written in it or attached.

• The successful proposer, as contractor, will be required to comply with all terms, conditions, and requirements imposed on a “contractor” in the following Equal Opportunity Clause, Section

187.22(b) of the Cleveland Codified Ordinances, and shall make the Clause part of every subcontract or agreement entered into for services or goods and binding on all persons and firms with which the proposer may deal, as follows: No Contractor shall discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. Contractors shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to race, religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-era or disabled veteran status. As used in this chapter, “treated” means and includes without limitation the following: recruited whether by advertising or other means; compensated, whether in the form of rates of pay or other forms of compensation; selected for training, including apprenticeship, promoted, upgraded, demoted, transferred, laid off and terminated. Contractors shall post in conspicuous places available to employees and applicants for employment, notices to be provided by the hiring representative of contractors setting forth the provisions of this nondiscrimination clause.

• Within 60 calendar days after entering into a contract, the successful Proposer, as Contractor, shall file a written affirmative action program with the OEO containing standards and procedures and representations assuring that the Contractor affords all qualified employees and applicants for employment equal opportunities in the Contractor’s recruitment, selection, and advancement processes.

9. INSURANCE LIMITS

Insurance Contractor shall, at its expense and at all times during the performance of services, maintain the following insurance coverage. The insurance company (ies) providing the required insurance shall be authorized by the Ohio Department of insurance to do business in Ohio and rated “A” or above by A.M.

Best Company or equivalent. The Successful Proposer, shall provide a copy of the policy or policies and any necessary endorsements or a substitute for them satisfactory to and approved by the director of Law, evidencing the required insurance upon execution of the contract.

A. Comprehensive General Liability Insurance. The comprehensive general liability insurance policy (“CGL”) shall (1) be occurrence type; (2) name City and the Designer as an additional insureds; (3) include products/completed operations coverage; (4) have limits of not less than a combined single limit of One Million Dollars ($1,000,000.00) per occurrence and in the aggregate covering the successful Contractor, the City and the Designer as their interest may appear, for any one incident; and (5) be primary and non-contributory, notwithstanding any other insurance covering City. Such policy or policies shall include “Contractual Liability”, the

"Explosion Hazard", the "Underground Property Damage Hazard", and the "Collapse Hazard".

1. This insurance shall include coverage for damage of property of any nature in care, custody, or control of the contractor or any property over which the successful Contractor is directly or indirectly exercising physical control by reasons of the work to be performed.

2. Contractor may utilize Excess or Umbrella coverage to satisfy limit requirements as long as those policy do not restrict the primary policy in any way.

B. Business Automobile Liability Insurance. The business automobile liability insurance policy shall cover each automobile, truck or other vehicle used in the performance of the services in an amount not less than a combined single limit of One Million Dollars ($1,000,000.00) per occurrence and in the aggregate, covering the successful Contractor and the City as their interest may appear, for any one incident for bodily injury (including death at any time occurring) and property damage per occurrence for any work and/or access to the landside area of the Airport.

C. Professional liability insurance (including errors and omissions) shall have limits each occurrence and subject to a deductible per occurrence and in the aggregate and if not written on an occurrence basis, shall be maintained for a period of not less than two (2) years following the completion of the services provided under the contract. The policy shall include valuable papers coverage.

D. Workers’ compensation and employer’s liability insurance as provided under the laws of the state of Ohio. Notwithstanding the foregoing successful Contractor shall increase the limit of employer’s liability insurance to a limit of not less than One Million Dollars ($1,000,000.00) for each occurrence or any other increased amount as the City…