2026_GENERAL_ENGINEERING_SERVICES_(Addendum_#2_Revision).pdf

2025-RFP-135

2026 GENERAL ENGINEERING 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: August 6, 2026, 12:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

City of Cleveland

2026 GENERAL ENGINEERING SERVICES

I. INTRODUCTION

II. SCOPE OF WORK

III. COMPENSATION AND INVOICING

IV. THE CITY’S RIGHTS AND REQUIREMENTS

V. EQUAL OPPORTUNITY REQUIREMENTS

VI. OFFICE OF EQUAL OPPORTUNITY (OEO) FORMS

VII. AGREEMENT PROCESS

VIII. TERMS AND CONDITIONS

IX. INSURANCE LIMITS

X. CONSTRUCTION OF AGREEMENT

XI. PROPOSAL SELECTION CRITERIA

XII. PROPOSAL CONTENTS

XIII. PROPOSAL SUBMITTALS

Attachments:

A - Vendor ID Form

B - W-9 Form

C - OEO Forms

D - 2026 Non-Comp Form

#2025-RFP-135

Title: 2026 GENERAL ENGINEERING SERVICES

1. INTRODUCTION

LATE PROPOSALS WILL NOT BE ACCEPTED

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

ENGINEERING SERVICES.

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

1.1. Summary

The Mayor’s Office of Capital Projects, Division of Engineering and Construction is soliciting proposals from qualified consultants to supplement the regular staff of the City of Cleveland to provide General Engineering Services for a period of two (2) years, or until funds are expended.

Work will involve materials testing, bridge design and inspections, retaining wall design and inspection, slope stabilization, basic traffic signal design, preliminary engineering activities, environmental services, right of way plans and acquisition, bicycle pedestrian facility design, and roadway design.

The City reserves the right to reject any or all proposals or portions of them, to waive irregularities, informalities, and technicalities, to re-issue or to proceed to obtain the service(s) desired otherwise, at any time or in any manner considered in the City’s best interests. The Director may, at his sole discretion, modify or amend any provision of this RFP.

Specific questions regarding the RFP should be emailed to Clay Harris, PMP, Admin Manager, Division of Engineering & Construction, at eharris2@clevelandohio.gov. Only emailed questions will be accepted until July 15, 2026. An addendum will be posted on the City web site on or about July 30, 2026. No meeting will be held on this proposal. Proposals are due August 6, 2026 by noon. Please refer to the Proposal Requirements section for additional information.

1.2. 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

1.3. Timeline

RFP Published on City website June 24, 2026

Last Day to Submit Provider Questions July 15, 2026, 5:00pm mailto:eharris2@clevelandohio.gov tel:(216)664-7426

Publish RFP Addendum July 30, 2026

Proposal Submission Deadline August 6, 2026, 12:00pm

2. SCOPE OF WORK

2.1. Work Categories

The Division of Engineering and Construction requests Ohio Department of Transportation (ODOT) prequalified consultants in the following Categories. Either the prime consultant or a sub-consultant may fulfill these requirements.

• Geotechnical Engineering General (all)

• Right of Way Plan Development and Acquisition Services (all)

• Environmental Services (all)

• Roadway: Noncomplex Highway, Complex Highway, Safety Study, Bicycle Facilities &

Enhancement Design, Interchange Operations (IOS/IMS/IJS), Basic Traffic Signal Design, Survey

• Bridge Level 2, Bridge Inspection Minor, Bridge Inspection Major

In addition to the above ODOT prequalification(s), Consultant team shall also be experienced and qualified for:

• Moveable Bridge Engineering including Mechanical and Electrical Experience

• Consultant team shall include a certified Arborist. Certified arborists can be found at: https://trees4ohio.org/aws/OCISA/pt/sp/find-an-arborist

• Sewer TV inspections (see Appendix B)

• Sub-surface Utility Engineering

ODOT Consultant Prequalification lists can be found at:

https://www.transportation.ohio.gov/working/engineering/consultant-services

Consultants shall be prequalified at the time of submitting the proposal and maintain prequalification during the length of the contract.

2.2. Work Tasks

The Division of Engineering and Construction shall assign a work task number and work description to the consultant prior to the commencement of work for each task assigned. Each work task proposal will be negotiated for a lump sum price or cost plus fixed fee, using Consultant rates, overhead, direct costs and fixed fees. Consultant’s proposal shall also include a schedule for each task issued.

For work tasks involving testing items, the consultant shall submit invoices generated for other clients within the past 6 months for the city to verify costs. These items may be negotiated based on the City’s experience with similar tasks included with other City contracts.

Work task services are a projection. Team members may or may not be used in the life of this agreement.

https://trees4ohio.org/aws/OCISA/pt/sp/find-an-arborist https://www.transportation.ohio.gov/working/engineering/consultant-services

3. COMPENSATION AND INVOICING

1.0 Fee Structures

1.1 Actual Cost Plus Net Fee with Upset Maximum

Under this method, the City will reimburse the Consultant for actual salaries, overhead, and allowable expenses up to an established upset maximum. The Consultant shall complete all work within this limit.

The Net Fee is payable in full regardless of whether the upset maximum is reached. Revisions to the upset maximum are permitted only through an approved change in scope. Approved complexity changes shall include a Net Fee of zero dollars.

1.2 Lump Sum Fee

A Lump Sum Fee is a single, all-inclusive amount covering labor, overhead, direct costs, cost of money, and profit. The Consultant shall complete all work as scoped for the stated amount. Revisions are permitted only through an approved change in scope. Approved complexity changes shall include a Net

Fee of zero dollars.

1.3 Man-Hour Submittals

For each task order, the Consultant shall submit proposed man-hours for the prime consultant and all subconsultants unless otherwise directed by the Division of Engineering and Construction.

2.0 Fee Proposal Requirements

2.1 Cost Plus Proposals

Proposals shall include:

• Hours and hourly rates

• Overhead percentage (supported by audit documentation)

• Direct costs

• Cost of money

• Profit

Weighted average hourly rates shall not exceed proposed rates without written justification.

Subconsultant mark-ups are not permitted.

2.2 Lump Sum Proposals

Proposals shall include a breakdown of hours and direct costs. Worksheets must be provided to demonstrate that the estimate is reasonable.

3.0 City Administration

Contract administration, coordination, and drawing review will be provided by or his designee:

Richard J. Switalski, P.E.

Administrative Manager Division of Engineering & Construction

601 Lakeside Avenue, Room 518

Cleveland, OH 44114-1015

Telephone: (216) 664-2381

4.0 Compensation for General Services

4.1 Basis of Compensation

Compensation shall be based on hourly billing rates or fixed-price amounts, depending on personnel classification. Billing rates shall remain unchanged for the duration of the Contract.

4.2 Reimbursable Expenses

Reimbursable expenses shall comply with the City’s Reimbursable Policy (Appendix C). Only expenses expressly permitted under the Policy are eligible.

4.3 Method of Payment

The City will compensate the Consultant using either:

• a time-based billing method, or

• a mutually agreed-upon deliverable-based fee schedule.

5.0 Invoicing Requirements

5.1 Submission Schedule

Invoices shall be submitted monthly, no later than the 30th day of the month following the month in which services were performed. If the 30th falls on a weekend or City holiday, invoices are due the preceding business day. Only one invoice per month is permitted.

5.2 Required Invoice Contents

Each invoice shall include:

• Cover page

• Summary table

• Detailed task-level billing

• Labor cost summary

• Timesheets

• Reimbursable summary

• Original receipts

• Additional supporting documentation as appropriate

Activities shall be identified by day, hour, resource, and task/deliverable.

5.3 Documentation Organization

Supporting documentation shall be organized alphabetically and then chronologically. Each approved task shall be clearly identified.

5.4 Non-Conforming Invoices

Invoices that do not meet format or documentation requirements may be rejected.

6.0 Contract Structure and Allowable Costs

6.1 Contract Amount

Two contracts will be issued, each with a maximum value of $900,000.

6.2 Cost Components

• Labor: Employee rate

• Overhead: Audited; documentation required per task order

• Fixed Fee: 10% for Prime; 10% for Subconsultants

• Prime Mark-Up: Not permitted

6.3 Inclusive Unit Prices

Unit prices and testing rates shall include all labor, travel, storage, subsistence, administrative support, supplies, materials, equipment, reproduction, postage, overhead, profit, and any other costs necessary to perform the services.

7.0 Federal Requirements

7.1 FAR Modernization Compliance

Proposals and invoices shall comply with applicable 2026 FAR modernization requirements, including updated indirect cost allocation and reporting for federally funded projects.

8.0 Adjustment or Reduction of Work

8.1 City’s Right to Reduce Scope

The City reserves the right to eliminate any portion of the work. In the event of termination or reduction in scope, the Consultant will be compensated for services performed up to the effective date.

9.0 Payment Procedures

9.1 Task Order Identification

Invoices shall identify each task order for which payment is requested and shall summarize charges by task order and/or item number.

9.2 Invoice Summary Requirements

Each invoice shall include:

• Previous amount due

• Current amount due

• Total amount invoiced to date

10. Payments to Subconsultants

The Consultant shall pay subconsultants within 45 days of receiving the subconsultant’s invoice unless the City authorizes an exception in writing.

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. There is a 30% Cleveland Area Small Business (“CSB”) subcontractor participation goal for this project. 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.

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

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. 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.

• There is a 10% Cleveland Area Small Business (“CSB”) subcontractor participation goal for this project. 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.

6. 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

10%.

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.

7. 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.

8. 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.

8.1. Term

The term of this Agreement shall commence on its effective date and continue for two (2) years, or until all funds are expended, unless earlier terminated in accordance with the Agreement. The Agreement shall further terminate upon the City’s completion and approval of all required work.

8.2. Cancellation

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

8.3. 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.

8.4. 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, (Attachment F) 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.

https://www.clevelandohio.gov/sites/clevelandohio/files/2023-07/OEOSchedules0821.pdf

8.5. 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, 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.

There is a 30% CSB subcontractor participation goal for this contract

8.6. 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.

8.7. 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.

8.8. 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.

8.9. 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.

8.10. 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.

8.11. 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.

8.12. 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.

8.13. 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.

8.14. 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.

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 may reasonably require. Successful

Contractor shall save the City harmless from any and all liability from or under said act.

E. The successful Contractor shall take out and maintain in the name of the City of Cleveland as owner, and himself as Contractor, all builder's risk insurance in an amount equal to one hundred percent (100%) of his construction contract.

F. Successful Contractor shall maintain statutory unemployment insurance protection for all its employees.

G. The policy or policies shall be with companies authorized to do business in the State of Ohio and rated A- VII or above by A. M. Best Company or its equivalent.

H. The policy or policies shall contain the following special provision: “The Company agrees that thirty (30) calendar days prior to cancellation or reduction of the insurance afforded by this policy, with respect to the contract involved, written notice will be sent by certified mail to the

Director of Port Control, City of Cleveland.”

I. Maintain such other insurance policies such as Garage Keepers and the like as may be reasonably required by the City.

J. An original certificate of insurance, declarations pages of the policy (ies) or insurance binder(s) shall be deposited with the Department of Port Control City of Cleveland before the commencing of any work under the contract.

K. Successful contractor shall name the City of Cleveland and the Department of Port Control as an additional insured on their General Liability and Auto policies.

L. All policies shall contain a waiver of subrogation wherein the insurer(s) waives all rights of recovery against the City of Cleveland and Department of Port Control. All policies shall be primary and non-contributory.

M. Contractor shall require any and all of its subcontractors to procure, maintain and pay premiums for the insurance coverages and limits of liability outlined above with respect to products, services, work and/or operations performed in connection with this Agreement.

N. The maintenance of such insurance as outlined herein shall in no way constitute a waiver of legal liability for damages to any adjoining buildings or their contents or the work and property of others on the site beyond the limits of insurance thus maintained. The Contractor shall hold harmless the Airport Engineer and their agents for and from any injury or damage resulting from the negligent or faulty performance by the Contractor or his subcontractors. All insurance shall be carried without interruption to the end of the guarantee period.

O. If Contractor will not have access to City data or networks, it is required that Contractor hold a

Cyber policy with 3rd party liability limits of at least $1,000,000.00 dollars per claim and in the aggregate. 3rd party liability coverage includes information security & privacy liability, media liability, and regulatory fines/penalties coverages. The City must be named on the policy as an

Additional Insured for Vicarious Liability.

If Contractor will have access to City data or networks, it is required that Contractor hold a Cyber and

Technology Errors & Omissions policy (separate or combined) with 3rd party cyber liability limits of at least $5,000,000.00 dollars per claim and in the aggregate. 3rd party liability coverage includes information security & privacy liability, media liability, and regulatory fines/penalties coverages.

Technology Errors & Omissions limits must be at least $5,000,000.00 dollars per claim and in the aggregate. Technology Errors & Omissions coverage should provide coverage for your technology products and services along with any consulting you may provide. The City must be named on the policy(ies) as an Additional Insured for Vicarious Liability.

10. CONSTRUCTION OF AGREEMENT

A. The validity, interpretation, construction and performance of this Agreement shall be in accordance with the laws of the State of Ohio.

B. This Agreement and the agreement between the City of Cleveland sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements and understandings, oral or written, of any nature whatsoever between the parties regarding the subject matter hereof. The waiver of any breach of any term of this Agreement does not waive any subsequent breach of that or any other term of this Agreement.

C. No modifications or amendments to this Agreement will be valid unless in writing and signed by each of the parties hereto.

D. All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine or feminine or neuter, as the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such words have been fully and properly written in the number and gender.

E. Consultant agrees that no representation or warranties of any type shall be binding upon the City, unless expressly authorized in writing herein.

F. The headings of sections and paragraphs to the extent used herein are used for reference only, and in no way define, limit or describe the scope or intent of any provisions hereof.

G. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed original, but such counterparts together shall constitute one and the same instrument.

11. PROPOSAL SELECTION CRITERIA

The following procedure will be used in evaluating the proposals:

• Based on the technical data furnished, the proposals will be ranked in an order of preference.

• At this point OpenGov will provide access to Part "B" which will be reviewed and its contents included in the evaluation.

• If the proposed fee of the top-ranked firm is not the lowest fee submitted, the City will enter into negotiations with that firm in order to bring the fee more in line with the other proposed fees.

• Should that endeavor fail, the City would then proceed to the second ranked firm, etc. until the most qualified firm at the best fee has been elected.

Interviews

Based on preliminary scoring of point-based items described above the City may create a short list of

Design-Build Teams and conduct interviews as warranted. Further instruction will be provided to the short listed Teams when notified of the forthcoming interview.

Proposal Acceptance

The City reserves the right to accept proposals, in whole or in part, to reject any or all proposals or portions thereof, to waive irregularities, informalities, and technicalities, to re-issue or to proceed to obtain the services(s) desired otherwise, and to negotiate separately, as necessary, to serve the best interest of the City of Cleveland. The Director may, at his sole discretion, modify or amend any provision of this notice, or the RFP. Firms whose proposals are not accepted will be notified in writing. For this

Request for Proposal, the proposal must remain valid for 180 days after submission.

11.1. Part A - Qualifications

No. Evaluation Criteria Scoring Method Weight (Points)

1. Management Approach

Quality of the Proposal, including the organization of the proposed team, the specificity and suitability of the project approach, the Consultant’s demonstrated ability and capacity to perform the Scope of Services

(including consideration of current City project workload), and any Special Commendations identified in the “Proposal Submission

Requirements” section of this RFP.