Active_Transportation_Quick_Build_Design_Services.pdf

2025-RFP-158

ACTIVE TRANSPORTATION QUICK BUILD DESIGN

SERVICES

City of Cleveland

Department of Mayor's Office of Capital Projects

601 Lakeside Ave

Cleveland, OH 44114

RELEASE DATE: October 14, 2026

DEADLINE FOR QUESTIONS: October 28, 2026

RESPONSE DEADLINE: November 11, 2026, 12:00 am

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

City of Cleveland

Active Transportation Quick Build Design 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 - Fee Schedule

B - Reimbursables Policy

#2025-RFP-158

Title: Active Transportation Quick Build Design Services

1. INTRODUCTION

LATE PROPOSALS WILL NOT BE ACCEPTED

The City of Cleveland invites responses to the Request for Proposal (RFP) for Active Transportation

Quick Build Design 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 Active

Transportation Quick Build Design Services for a period of two (2) years, or until funds are expended.

Work will involve active transportation design and traffic engineering.

1.2. Background

• The City of Cleveland has adopted Cleveland Moves, a five-year citywide multimodal transportation plan designed to create a safer, more accessible, and more equitable transportation network for people walking, biking, rolling, and using transit. The plan responds to rising rates of severe crashes, growing demand for protected facilities, and extensive community feedback expressing the need for safer, more comfortable ways to move throughout the city.Cleveland Moves prioritizes the delivery of safety and mobility improvements through quick-build interventions, which use low-cost materials, roadway re-striping, and the reallocation of existing curb-to-curb width to create rapid, flexible changes. This shift allows the

City to accelerate implementation of critical safety upgrades without waiting for full corridor reconstruction. Planned outcomes include50 miles of high-comfort bikeways, expanded pedestrian safety improvements, upgraded crossings, traffic-calming elements, and other systemic safety measures deployed citywide over the next several years.The consultant will directly support the City’s Vision Zero goals, its mobility equity objectives, and its commitment to reducing severe crashes on high-injury corridors. Projects carried out under this initiative often involve installing separated bicycle facilities, enhancing pedestrian access, improving signal timing, and delivering ADA-compliant upgrades. These improvements are informed by community engagement, safety data, and citywide planning efforts.As part of this broader initiative, the city will require consultant teams to prepare construction plans, reallocate roadway cross-sections, design separated bike facilities, upgrade pedestrian crossings, and incorporate

ADA-accessible transit environments. These projects exemplify the City’s commitment to using quick-build strategies to deliver near-term, high-impact mobility and safety improvements.

1.3. Timeline

RFP Published on City website October 14, 2026

Last Day to Submit Provider Questions October 28, 2026, 12:00am

Publish RFP Addendum November 4, 2026

Proposal Submission Deadline November 11, 2026, 12:00am

2. SCOPE OF WORK

2.1. Scope of Services

Work Categories

The Division of Engineering and Construction requests Ohio Department of Transportation (ODOT) prequalified consultants in the following Categories to support implementation of our Vision Zero Action

Plan and Cleveland Moves, our 5-year multimodal transportation plan. Consultants should have demonstrated experience in quick build bikeway design.

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

Enhancement Design, Basic Traffic Signal Design, 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.

Work Tasks

Before work begins, the Division of Engineering and Construction will assign the Consultant a task number and corresponding scope of work. Each task-specific proposal will be negotiated as either a lump-sum amount or a cost-plus-fixed-fee amount, based on the Consultant’s approved labor rates, overhead, direct costs, and fixed fees listed in the fee schedule. The Consultant shall also provide a schedule for each assigned task.

Task elements may be negotiated, drawing on the City’s experience with similar work performed under other contracts. All projected services and proposed team members are subject to change, and personnel identified in the agreement may or may not be utilized during its term.

Compensation and Invoicing

One contract will be awarded under this procurement. The following terms apply to the contract and all task orders issued under it:

A. Contract Amount: $1,000,000

B. Labor: Employee rate

C. Overhead: Audited; the Consultant shall submit documentation of its overhead rate for each task order.

Unit prices and testing rates for each task shall be fully inclusive of all associated costs, including but not limited to field labor, transportation, storage, subsistence, administrative support, office supplies, materials, equipment, reproduction, postage, overhead, profit, and any other costs necessary to perform services under this active transportation design agreement.

The Division of Engineering and Construction reserves the right to reduce or eliminate any portion of the work. In the event of termination, the Consultant will be compensated for all services performed up to the date of termination.

https://www.clevelandohio.gov/transportation-mobility/vision-zero https://www.clevelandohio.gov/transportation-mobility/vision-zero https://www.clevelandohio.gov/transportation-mobility/cleveland-moves https://www.transportation.ohio.gov/working/engineering/consultant-services

The Consultant shall submit monthly invoices identifying each task order for which payment is requested and documenting the work completed during that period. All invoices must be summarized by task order and/or item number and shall include any previous balance due, the current amount invoiced, and the cumulative total invoiced to date.

2.2. General Requirements

Design Criteria and Standards:

The Consultant will perform the work in accordance with the Ohio Department of Transportation's LPA

ODOT-Let Policy and Procedures, Location and Design Manual, Volumes 1, 2 and 3, other ODOT applicable design manuals listed in Design Resource Center, Cleveland and ODOT standard drawings, City of Cleveland Specifications supplemented with ODOT latest Construction and Material specifications, ODOT Standard Construction Drawings and ODOT Supplemental Specifications.

Procedures and Reports:

The City of Cleveland will make available to the Consultant any existing information it may have on hand.

Drawings, submissions, reviews, and review meetings will follow the City's normal operating procedures.

The City will require a preliminary and final plan submittal and review meeting, as well concurrent review submittals with public and private utilities and Traffic Engineering. The Consultant will arrange meetings with these various entities to meet or exceed the project timeline.

Private utility companies are to be contacted. Coordination, review and plan details necessary for the utility company to accomplish their work shall be included in the services furnished by the consultant.

Utility relocation plans and schedules shall meet the construction schedule. Early pole relocation and gas main replacement coordination with the utility provider is a necessity.

Proposal Format & Requirements

The proposal shall be submitted via "OpenGov" in a two part process.

Part "A" shall be the response to the qualifications and technical aspects of the RFP. The City has designated a page limit of ten (10) pages for each section in the Technical Approach.

Part "B" shall contain the proposed fee including a signed cover letter on company letterhead, an insurance certificate, 2026 non comp form, and the required OEO Schedules 1-4.

All documents are electronic, and no hard copies are required.

3. COMPENSATION AND INVOICING

A. General Services

Compensation for general services shall be based on hourly billing rates or fixed price based on support category of the individuals assigned to each task and approved reimbursable expenses as agreed upon during negotiation of the Agreement.

Billing rates shall remain unchanged throughout the life of this contract.

The Consultant shall be compensated for reimbursable expenses incurred in the interest of the work in accordance with the City Reimbursable Policy (Appendix C).

The Consultant shall be paid for services on a simple time-based method, or mutually agreed upon fee schedule based on project deliverables. The Consultant shall invoice each month based on the actual hours, and approved hourly billing rates expended for the services. The invoice shall include only the staff titles listed in the Fee Proposal.

The Consultant shall submit its invoice for progress payment to the Department of Mayor's Office of Capital Projects no later than the close of business on the Thirtieth (30th) Calendar Day of the Month following the month for which payment is requested. If the 30th calendar day would fall on a Saturday, Sunday, or Holiday then the submittal shall be on the previous working day.

The Consultant shall not submit invoices more frequently than once per month.

Invoices shall include a cover page, summary table, detailed invoice per task, summary table of labor costs, timesheets, summary table of reimbursable, original receipts, and other information as deemed appropriate. Invoices shall include specific activities worked, on an hourly and daily basis by resource or task/deliverables.

Supporting information (receipts, timesheets, etc.) shall be attached in the appropriate section of the invoice in alphabetical then chronological order. For example, timesheets shall be attached alphabetically by individual name and chronologically by individual.

Each approved task shall be specifically identified and tracked.

Invoices not submitted in the approved format may be rejected and returned to the Consultant.

This includes incomplete information and missing documentation.

B. Payments To Subconsultants

Consultant is obligated to pay subconsultants within 45 days of Consultant’s receipt of subconsultant’s invoice (unless specific written exceptions are authorized by the City on a case-by-case basis).

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. The standard subcontracting goal for professional services contracts 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.

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

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

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.

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, (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 http://www.city.cleveland.oh.us/CityofCleveland/Home/Government/CityAgencies/Finance/PurchasesSupplies/VendorInformation

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, 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 no subcontractor participation goal for this contract.

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 standard subcontracting goal for professional services contracts 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 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.

H. The following documents attached hereto are hereby incorporated with and made a part of this

Agreement:

1. Attachment “A”, Equal Opportunity Clause.

2. Attachment “B”, Definitions.

3. Attachment “C” Forms.

4. Attachment “D”, Proposal Checklist.

11. PROPOSAL SECTION 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.