Informal RFP - 911 Technical Consultant - Final.docx

INFORMAL REQUEST FOR PROPOSAL

IRFP#: EVENT #7168

IRFP TITLE: Emergency Communications Technology Consultant for the Cuyahoga County Department of Public Safety & Justice Services

IRFP ISSUE DATE: August 6, 2026

PROPOSAL DUE DATE: August 20, 2026 at 3:00 PM

Informal RFP template revised 11/20/2025 Draft #8 Informal Request for Proposal Sections Contents

PART ONE: GENERAL INSTRUCTIONS

Informal RFP (“IRFP”) Contact If you have any questions during the proposal time, all inquiries must be directed to the following individual:

IRFP Guidelines

1. The proposal for the requested services (the “project”) must be $200,000.00 or less in order to qualify for an Informal RFP (“IRFP”).

2. The submission of a proposal will be considered by the County as an offer to perform the project at the fees stated therein.

3. The County reserves the right to issue addenda to the IRFP at any time.

4. The County is not liable for any costs incurred by the vendor in the preparation and presentation of proposals submitted in response to this IRFP.

5. Multiple proposal submissions from same vendor for the same project will be deemed non-compliant and will be rejected.

6. Proposal pricing and material terms must remain firm, fixed, and unchanged for at least ninety (90) days. The time for awarding the contract may be extended in writing at the County’s discretion.

7. A part or all of this proposal may be incorporated in the contract.

8. The County reserves the right to refrain from contracting with any vendor. The release of this IRFP does not compel the County to contract with any vendor. The County is not bound to accept the lowest priced proposal or any of the proposals submitted.

9. All materials submitted in response to this IRFP become property of the County. Selection or rejection of a proposal does not affect this right. Submitted materials will not be returned.

10. Once the contract is awarded, all documents submitted to the County as part of the proposal become public information. The County does not encourage the submission of confidential/proprietary information in responding to this IRFP. However, written requests for confidentiality may be submitted to the IRFP contact. Neither a proposal in its entirety, nor proposal price will be considered confidential or proprietary. Under Ohio Revised Code Section 149.43, the County will make a determination of request for disclosure on an ad hoc basis. For confidential financial statements that may be required to be submitted, please place in a separate envelope clearly marked “CONFIDENTIAL FINANCIAL STATEMENTS.”

PART TWO: COUNTY SPECIFICATIONS

Background Statement Cuyahoga County’s Department of Public Safety and Justice Services (PSJS) is situated under the authority of an elected County Executive. The Department is inclusive of five divisions: Office of Emergency Management (OEM), Cuyahoga Emergency Communications (CECOMS), Witness Victim Services (WVS), Office of Violence Prevention (OVP), and Fiscal and Grant Services. The department is also allied with multiple other agencies such as the Northeast Ohio Regional Fusion Center and the Regional Enterprise Data Sharing System (REDSS). Finally, as the administrator of funds obtained through litigation against opioid manufacturers and distributors, PSJS oversees significant investment in harm reduction, treatment, and intervention related to opioid misuse.

Cuyahoga County has a complex public safety environment. The County is currently served by 76 state-certified law enforcement agencies. Of these, 58 are municipal based; 5 are operated by other government agencies with a multi-jurisdictional area of responsibility – such as the County Sheriff, the regional park system, and the public transit system; and 13 serve large private sector institutions such as hospitals and universities. The County is also served by 52 municipal fire departments, with several covering multiple jurisdictions.

Adding to the complexity of Cuyahoga County's public safety environment is the emergency communications landscape. Throughout the county there are 21 primary Public Safety Answering Points (PSAPs) that dispatch police, fire and emergency medical services, and one secondary PSAP that dispatches fire service only. Several of the local PSAPs serve multiple jurisdictions. The organizational structure of Cuyahoga County’s 9-1-1 system also includes CECOMS, a large wireless PSAP operated by Cuyahoga County. CECOMS answers wireless calls originating throughout the county, ascertains the caller's location and immediately transfers the call to the appropriate local PSAP for dispatch services. Several of the larger PSAPs within the county have recently transitioned or plan to soon transition to take their own wireless calls, therefore bypassing CECOMS. Cuyahoga County currently utilizes the Motorola Vesta system application and call-handling hardware, with integrated text-to-9-1-1 and RapidSOS capabilities.

Cuyahoga County is poised to significantly enhance its emergency communications operations in the coming years. Significant initiatives include those listed below.

· An RFP for a new call handling solution will be released in 2026. A new solution will be in place in time for transition to Next Generation 9-1-1 (NG9-1-1).

· The State of Ohio is working towards its statewide transition to NG9-1-1. Cuyahoga County's transition is not planned to take place until late 2027 or early 2028, however preparation is well underway.

· Cuyahoga County continues to encourage PSAP consolidation to create fiscal efficiencies.

· Cuyahoga County continues to refine the mission of CECOMS to maintain its position as coordinator of a robust county-wide 9-1-1 system.

Issue to be Resolved PSJS relies on technology to best serve the constituents of Cuyahoga County. From 9-1-1 infrastructure to the availability of information for law enforcement and victims of crime, it is imperative the systems built into the department are reliable, robust, and informed by best practices.

PSJS seeks to contract with one vendor to provide technical assistance, advice, and consultation services related to the local 9-1-1 and emergency communications landscape, with particular emphasis on the four initiatives listed in the background statement. With significant changes planned in the near future, PSJS has determined it is in the County’s best interest to avail itself of industry expertise to ensure the best, most reliable, and efficient 9-1-1 environment.

This work will be informed by a myriad of documents, application of state and federal laws and engagement with county leadership, the 9-1-1 program review board, and other stakeholders. Relevant documents that will be provided to the successful applicant include an emergency communications assessment study that was completed in 2023, and a cyber security assessment completed in 2024.

Scope of Work The selected vendor shall provide consulting and advisory services to PSJS to support emergency communications projects in a rapidly changing environment leading to the NG9-1-1 system transition. Areas of support may include, but are not limited to:

· Advice and technical expertise regarding implementation of a new call-handling solution.

· NG9‑1‑1 transition planning and alignment with best practices.

· Expert level perspective regarding PSAP consolidation and the importance of maintaining centralized coordination.

· Integration of new technologies and best practices in emergency communications.

Project Management The vendor will collaborate with PSJS leadership as requested to provide expert input, analysis, and recommendations.

The vendor will assign a point of contact for this project.

The vendor must notify PSJS promptly of any changes in assigned key project staff.

The vendor is expected to maintain regular communication and provide timely responses to PSJS inquiries and requests for support.

Anticipated Work Schedule The anticipated start date is October 1, 2026, through February 28, 2027. The contract may be extended for time only, dependent on approval from the grant funder.

PSJS is expecting to select a vendor that can be engaged as necessary throughout the project term. The weekly effort will vary based on PSJS needs. PSJS recognizes some tasks may be more time consuming than others and a scaling period may be needed.

Performance Evaluation Accountability/Outcomes The vendor will provide written reports, recommendations, and subject‑matter expertise to PSJS leadership on an ongoing basis. Deliverables may include analyses, work plans, and strategic recommendations, as requested.

Vendor/Staff Qualifications The selected vendor (or any of the selected vendor’s subcontractors) cannot, currently or at the time of contracting, be listed on any federal, state, or county debarment lists.

Preference will be given to vendors with at least three (3) years of experience in the field of emergency communications.

Budget This project is being funded by the FY24 COPS Technology and Equipment Program Grant. The estimated funding for this project shall not exceed $175,000.00. Any contract(s) awarded as a result of this solicitation is contingent upon the availability of funding. PSJS may request on-site services. For work completed on-site, the vendor must use US General Services Administration (GSA) rates due to federal funding.

Proposal Evaluation All proposals will be reviewed to determine if they are responsive. An evaluation team will evaluate and score each proposal in accordance with the following evaluation criteria:

Review 1 – Proposal Review:

· Proposed Solution for Current Issue (3 points)

· Scope of Work (5 points)

· Project Management (14 points)

· Performance Evaluation Accountability/Outcomes (3 points)

· Anticipated Work Schedule (11 points)

· Vendor/Staff Qualifications (38 points)

· Budget (26 points)

Review 2 – Vendor Meeting:

PSJS reserves the right to meet with the vendors submitting the top-rated proposals (up to five (5) vendors) to discuss and further evaluate the vendor’s proposal and qualifications with the key members of the vendor’s proposed project team. Cuyahoga County reserves the right to request samples of prior work for review and award determination.

Review 3 – Optional:

PSJS reserves the right to schedule a second round of meetings with the top-rated vendors after round 2, if necessary.

The evaluation process is designed to award the contract to the vendor with the best combination of attributes based upon the evaluation criteria, not necessarily to the vendor with the lowest cost.

Negotiations may be undertaken with the top ranked vendor. If an agreement cannot be reached by a mutually agreed upon date, negotiations may commence with the next highest ranked vendor.

PART THREE: VENDOR PROPOSAL CRITERIA

The proposal should be organized as set forth below. The headings in the proposal should mirror the sections and heading set forth below for evaluation purposes.

A. Introduction

1. Cover Letter - Proposal shall include a cover letter in the standard business format. The cover letter must include, but is not limited to, all of the following information:

a. Vendor legal name

b. Legal status of the organization (i.e., Corporation, Partnership, etc.)

c. Number of years the organization has been in business

d. Federal Tax ID

e. Principal place of business

f. Name, phone number, email address, and mailing address of the contact person who has the authority to answer questions regarding the proposal.

g. A vendor representative authorized to make contractual obligations must sign the cover letter.

2. Table of Contents – Identified each required section of your proposal for easy accessibility for all reviewers.

B. Body of the Proposal Vendors should follow the proposed questions and answer format. A Word document where you can type your response should have been received with the initial RFP, if not please contact the Department Buyer for the file.

1. Proposed Solution for Current Issue {3 Points}

a. What do you understand to be the purpose and scope of this project?

2. Scope of Work {5 Points}

a. Describe the consultation services your organization can provide for 9-1-1 and emergency communication projects.

3. Project Management {14 Points}

a. Provide a management plan that will ensure services are completed in the manner required.

b. Describe your organization’s status reporting methodology including details of written and oral progress reporting.

c. Describe any issues that may arise throughout the project and the action plan that is in place to prevent and/or correct the issues.

4. Performance Evaluation Accountability/Outcomes {3 Points}

a. Describe how your organization will provide recommendations, consultation and written reports to PSJS leadership on an ongoing basis.

5. Anticipated Work Schedule {11 Points}

a. Describe your organization’s ability to adhere to the proposed contract timeline.

b. Provide an estimate of the time your organization will be available to PSJS on a weekly and monthly basis.

c. Describe your organization’s ability to provide services on-site, if needed.

6. Vendor/Staff Qualifications {38 Points}

a. Describe your organization’s qualifications to provide the required services.

b. Describe your organization’s prior experience. Specify any unique characteristics that may distinguish your organization from other potential consultants for this particular project.

c. Describe the qualifications of key employees who will be providing services for this project. The County reserves the right to approve or disapprove any change in the successful vendor’s project team members whose participation is specifically offered in the proposal. Each description must include at least the following for each employee:

a) Name

b) Title/Position

c) Role in the project

d) Experience with providing the services described and on similar work projects

e) Legal relationship with prime contractor (or indicate to be hired)

d. Provide an organizational chart including all key individuals who will perform any services for this project.

e. Provide a narrative with the organizational chart to describe the chain of command.

7. Budget {26 Points}

a. Provide proposed hourly rates. Estimates are not acceptable.

b. Provide an estimate for on-site costs, including milage, airfare, lodging, meals, etc.

c. Provide a proposed schedule of payments.

8. Terms and Conditions (No Score)

a. Provide a statement indicating your willingness to comply with all conditions set forth in this IRFP.

b. If your organization is unwilling to agree to a proposed clause or term, then the vendor must include a statement that identifies the term vendor will not comply with and the reasoning for noncompliance.

9. Miscellaneous (No Score)

a. References - Provide the name and phone number for at least three (3) references for similar projects your organization has completed. Cuyahoga County staff is limited to one (1) reference.

b. Contract Termination - Indicate if your organization has had a contract terminated for non-performance or poor performance in the last five (5) years. If yes, then all such incidents must be described including the party’s name, address, phone number, and email address.

c. Conflict of Interest - Include a statement indicating whether or not your organization or any of the individuals working on the contract has a possible conflict of interest and, if so, the nature of that conflict. The County, in its sole discretion, reserves the right to cancel the award if any interest disclosed from any source could either give the appearance of a conflict or cause speculation as to the objectivity of the project to be developed by the vendor. The County’s determination regarding any possible conflicts of interest shall be final.

C. Required IRFP Proposal Documentation

DOCUMENT

Cover letter

Response to Vendor Questions with Table of Contents

Organizational Chart

Budget

Budget Narrative

PART FOUR: PROPOSAL SPECIFIC GUIDELINES

A. Subcontracting Subcontracting is permitted.

Subcontracting is permitted. Subcontractors may be used to perform work under this contract. The substitution of one subcontractor for another may be made only at the discretion of the County project manager, and with prior written approval from the project manager. Vendors will be responsible for the subcontractors meeting all terms and conditions of the specifications. Per Executive Order EO2016-0002, the County shall endeavor to require prime contractors to pay its subcontractors in a speed and swift fashion and language shall be placed in the relevant contracts between the prime contractor and the County.

B. Financial Statements Financial statements must be provided upon request.

Vendor must submit a copy of its most recent audited or compiled financial statements, with the name, address and telephone number of a contact in the company's principal financing or banking organization. The financial statements must have been completed by a Certified Public Accountant.

C. Performance Bond A performance bond is not required.

PART FIVE: GENERAL PROPOSAL PROCEDURES

1. Proposal Inspection Vendors should carefully review this IRFP for defects, questionable, and/or objectionable content. Comments concerning defects and objectionable content shall be made in writing and received by the IRFP contact at least ten (10) days before proposal opening. Protests based on any omission or error, or on the content of the solicitation, will be disallowed if these faults have not been brought to the attention of the IRFP contact at least ten (10) days before the proposal opening.

D. Proposal Submission Proposal submission can be one of two ways. Using both options will result in non-responsiveness of both submissions.

1. Submission Directly to the Requesting Department

a. Proposals must be emailed to the IRFP contact listed in Part 1A.

2. Submission to the Cuyahoga County Supplier Portal System

a. Proposals must be submitted to the open Event.

b. On the line response under unit price enter $1.00 and attach your proposal. The $1.00 value entered is not part of the review process. The amount submitted within the proposal response will be the basis for review.

c. The official closing time is determined by the portal’s clock.

E. Proposal Evaluation The evaluation process is designed to award the contract to the vendor(s) with the best combination of attributes based upon the evaluation criteria, not necessarily to the vendor with the lowest cost. The team will evaluate and numerically score each proposal in accordance with Part Three: Vendor Proposal Criteria.

F. Proposal Clarifications and Corrections The County may request clarifications from any vendor during the evaluation process. The County may also provide the vendor an opportunity to correct defects in its proposal if the County determines it will not result in an unfair advantage for the vendor, and it is in the County’s best interest. Any clarification or correction that is broader than the scope of the County’s request may result in the disqualification of the vendor’s proposal.

G. Contract Negotiations The decision to enter into or continue negotiations rests solely with the County. If any contract cannot be negotiated in fifteen (15) calendar days of notification to the designated vendor, or a reasonable time as determined by Cuyahoga County, the County may terminate negotiations with the vendor and negotiate a contract with another vendor.

H. Contract Award The County will send a Notice of Intent Letter to all vendors, notifying vendor of the recommended action. The scores and placement of the vendors will not be part of the Notice. A tabulation of all vendor’s names and addresses submitting proposals will be available upon request from the IRFP contact person.

I. Provider Debrief or Protest Debrief Meeting – Vendors who submitted an unsuccessful proposal may request a meeting for debriefing and discussion of their proposals. The request for a debriefing must be in writing and addressed to the IRFP contact. The debriefing is not an opportunity to challenge the decision, nor will it include a comparison of the vendor’s unsuccessful proposal with any other vendor’s proposals.

Protest Letter – A vendor may protest the recommendation of award of a contract by filing said protest in writing to the IRFP contact person, as outlined in the Notice of Intent to Award Letter. The protest letter shall include the following information.

a. Name, address, telephone number and email of the protestor; and

b. The signature of the protestor; and

c. Identification of the contract at issue; and

d. A detailed statement of the legal and factual grounds of the protest;

e. The form of relief requested.

PART SIX: CONTRACT TERMS AND CONDITIONS

The Vendor must agree to the terms and conditions defined herein that will be included in the Contract.

The County reserves the right to include additional terms and conditions in the Contract, as applicable.

1. General Terms.

a. Governing Law and Jurisdiction. This Contract shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Ohio. The Parties agree that the state and federal courts sitting in Ohio will have exclusive jurisdiction over any claim arising out of this Contract, and each party consents to the exclusive jurisdiction of such courts. The Vendor hereby agrees not to challenge this Governing Law and Jurisdiction provision and further agrees not to attempt to remove any legal action outside of Cuyahoga County for any reason. All contracts in which the County is a party, including this Contract, are subject to the Cuyahoga County Code including, but not limited to, chapters pertaining to the Cuyahoga County Ethics, Cuyahoga County Inspector General and Cuyahoga County Board of Control, Contracting and Purchasing, and the Parties agree to comply with the County Code as an integral part of this Contract. The County Code is available on the County Council’s web site at cuyahogacounty.gov/council. Ohio’s construction of the Uniform Commercial Code (UCC) under Ohio Revised Code Section 1301 and all rights and remedies available thereunder shall apply to govern this Agreement, except to the extent such terms contradict any express terms enumerated herein

b. Public Records Request. Notwithstanding any provision of this Contract to the contrary, the Vendor acknowledges that the county is subject to the Ohio Public Records Act (O.R.C. 149.43), If a Party receives a request to disclose any information defined as “Confidential Information” or labeled as such by the other, that Party will promptly provide notice of the request for Confidential Information so that the other Party may avail itself of any opportunities to establish reasons why the Confidential Information should be withheld prior to disclosing such Confidential Information, or at its option, seek appropriate remedies either at law, equity, or administratively. The burden of establishing applicability of such exceptions to disclosure of Confidential Information under the Ohio Public Records Act Law resides with the Vendor.

c. Record Audit Retention. The Vendor agrees to make all pertinent contractual books and records and other documents pertaining to this Contract available to the County and its designated agents for purpose of audit and examination upon reasonable request during the Term of this Contract and for a period of two (2) years from the expiration date or final payment under this Contract, whichever is later; provided however, that should Vendor be notified that an audit has been commenced pursuant to Ohio Revised Code Sec. 117.11 during said period, for which the aforesaid books and records are material, the aforesaid records shall be retained pending the completion of said audit.

d. No Apparent Authority/Proper Approvals. The Vendor recognizes and agrees that no public official or employee of the County may be deemed to have apparent authority to bind the County to any contractual obligations not properly authorized pursuant to the County Code.

e. Annual Appropriations. All of the County’s obligations under the Contract are contingent upon the County Council’s appropriating the funds on an annual basis necessary for the continuation of this Contract in any contract year. In the event the funds necessary for the continuation of this Contract are not appropriated or approved, the County will notify Cuyahoga County of such occurrence in writing. This Contract shall thereafter terminate and be rendered null and void on the last day of the last fiscal period for which appropriations were made. Such termination is made pursuant to and in accordance with the terms of this Contract and shall not be considered to be a breach or default on the part of the County.

f. Electronic Signature. The Vendor agrees on behalf of the submitting business entity, its officers, employees, subcontractors, subgrantees, agents or assigns, that all contract documents requiring County signatures may be executed by electronic means, and that the electronic signatures affixed by the County to said documents shall have the same legal effect as if that signature was manually affixed to a paper version of the document. The Vendor also agrees on behalf of the aforementioned entity and persons, to be bound by the provisions of chapters 304 and 1306 of the Ohio revised code as they pertain to electronic transactions, and to comply with the electronic signature policy of Cuyahoga County.

2. WARRANTY.

a. The Vendor hereby represents and warrants that it possesses all necessary rights, required authority, and capacity to enter into and fulfill all of its obligations under this contract. The Vendor warrants that the Services will be performed in strict accordance with the highest standards of care, skill, diligence, and professional competence applicable to suppliers engaged in providing similar services, and that such Services will be provided by qualified personnel with the requisite training in a timely, professional, and workmanlike manner that meets or exceeds relevant industry standards and complies with all applicable laws and regulations. Vendor warrants that it will not infringe, misappropriate, or violate any intellectual property or any other right of any person or entity and will maintain full power authority to perform the Services for the full term of this contract.

3. Indemnification.

a. Vendor Indemnification. The Vendor hereby indemnifies, defends and holds harmless the County and its respective officers, officials, directors, board members, employees, and agents, for, from and against any and all claims, costs, damages, losses, liens, liabilities, deficiencies, causes of action, suits, judgments, awards and expenses (including but not limited to investigative, defense, attorneys’ and/or experts’ costs incurred relating to such claim or in enforcing this Contract) in whole or in part arising out of or relating to: (i) the negligent acts or omissions of the Vendor; (ii) breach or default by the Vendor under any terms or provisions of this Contract; (iv) the violation of laws or regulations applicable to performance by the Vendor. For purposes of this Section 3a., “Vendor” shall include Vendor as well as its officers, owners, principals, employees, subcontractors, partners, third-party vendors, and agents.

b. Indemnification Notice. Should the Vendor fail to promptly (and no later than fifteen (15) days from the County’s provision of notice to the Vendor of a claim subject to indemnification), provide notice to the County of its election to assume the defense of such claim(s) or thereafter fail to defend the claim(s), the County will have the right to defend the claim(s) in the manner it deems appropriate, and the Vendor will reimburse and indemnify the County for all amounts incurred by it in defense of the claim(s), action(s), suit(s), or other proceeding(s), including any settlement agreed to thereto and all legal fees, investigative expenses and other costs incurred in an effort to vindicate such rights. The alleged negligence of any third party(s) will not relieve the Vendor of its obligation to indemnify and defend the County in accordance with this Contract.

c. No Indemnity by County. Cuyahoga County acknowledges that, as a political subdivision of the State of Ohio, the County does not indemnify any person or entity. Cuyahoga County agrees that no provision of this Contract or any other contract or agreement between Cuyahoga County and the County may be interpreted to oblige the County to indemnify or defend Cuyahoga County or any other party.

4. Termination.

a. Termination for Default. Either Party may terminate this Contract, in whole or in part, whenever such Party determines that the other has failed satisfactorily to fulfill its material obligations and responsibilities hereunder and is unable to cure such failure within a reasonable period of time, not to exceed thirty (30) calendar days. Such termination shall be referred to as “Termination for Default”. If the Defaulting Party is unable to cure the failure within the specified time period, the Party seeking to terminate may, by giving written notice thereof to the Defaulting Party, terminate this Contract, in full or in part, as of the date specified in the notice of termination. The Vendor, however, shall be paid for all services and/or materials provided on or prior to the date of termination. Any fees paid in advance shall be returned to the County at a prorated amount.

b. Termination for Convenience. The County may terminate this Contract or terminate any order under this Contract for its convenience and without cause. Any notice of termination will be effective thirty (30) days after the party receives it. If the termination is for the convenience of the County, the Vendor will be entitled to compensation for any Services that the Vendor has delivered before termination. Any fees paid in advance shall be returned to the County at a prorated amount. No early termination fees shall apply to the County.

5. Ownership.

a. Documents. All Documents created pursuant to or in connection with this Contract shall be provided to and become the property of the County upon approval and acceptance of such Documents. Documents and information provided to the Vendor by the County shall remain the property of the County and shall be kept confidential by the Vendor in strict accordance with the terms of this Contract.

b. Access. The Vendor acknowledges that it may have access to County systems and networks for the purposes set forth in this Contract. The Vendor will not store, copy, analyze, monitor, sell or otherwise use any County information or data except for the purposes set forth in this Contract for the benefit of the County. The Vendor shall be responsible for keeping all such information or data it has ability to access, by virtue of such access to County systems and networks, secure and confidential. Upon termination of this Contract, unless expressly agreed to otherwise in writing, the Vendor shall return all data, documents, and County-provided information. Any such data, documents or information shall be returned in an industry standard format and as agreed by the County within sixty (60) days of termination of this Contract, unless otherwise agreed to in writing by the Parties and shall be in compliance with any applicable laws. The Vendor has no intellectual property rights or other claim to Data that is hosted, stored, or transferred to and from the Services provided by the Vendor.

6. INSURANCE

Contractor shall procure and maintain for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors.

Nothing in this Contract shall be construed to be a waiver of defenses or immunities afforded to the County under applicable law.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

0. Workers' Compensation and Employers' Liability as statutorily required by the State of Ohio, and, if applicable, by the various state and Federal laws, where operations are performed. Contractor shall maintain Employers’ Liability coverage of no less than $1,000,000 per accident for bodily injury or disease.

0. Commercial General Liability with limits of liability not less than:

$1,000,000 each occurrence bodily injury and property damage;

$1,000,000 personal and advertising injury;

$2,000,000 general aggregate;

$2,000,000 products/completed operations aggregate;

Such insurance shall be written on an occurrence basis on the Insurance Services Office (ISO) form CG 00 01 or its equivalent. The general aggregate limit shall apply separately to this specific project or location by endorsement (ISO CG 25 03 or CG 25 04 or equivalent).

The Contractor's Commercial General Liability policy shall not include the following endorsements or their equivalents: CG 22 94, CG 22 95, or CG 21 39. If any of these endorsements is attached to the Contractor's policy, the Contractor shall obtain its removal or procure a replacement policy that does not include it.

0. Business Automobile Liability with limits of liability not less than:

$1,000,000 combined single limit (bodily injury and property damage) each accident;

Coverage shall extend to any auto (Symbol 1), or, if the Contractor has no owned autos, to hired autos (Symbol 8) and non-owned autos (Symbol 9), and shall be written on an occurrence basis on the Insurance Services Office (ISO) form CA 00 01 or its equivalent.

0. Cyber Risk with limits of liability not less than:

$3,000,000 per claim;

$3,000,000 aggregate;

Cyber Risk Insurance is required because the Contractor will access, receive, or process County data concerning Public Safety Answering Point (PSAP) infrastructure, call-handling systems, network architecture, and cybersecurity posture. The policy shall respond to privacy and network security liability claims and shall be sufficiently broad to respond to the duties and obligations as undertaken by the Contractor in this Agreement, and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property including but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses.

0. Technology Professional Liability / Errors and Omissions with limits of liability not less than:

$2,000,000 per claim;

$2,000,000 aggregate;

Coverage shall be sufficiently broad to respond to the duties and obligations as undertaken by the Contractor in this Agreement, and shall include, but not be limited to, claims involving negligent acts, errors, or omissions in the provision of technology consulting and assessment services; failure of recommendations or work product to perform the intended function or serve the intended purpose; service interruptions and outages arising from failed deployments, misconfigurations, capacity failures, or other non-malicious operational failures attributable to the Contractor's recommendations; and property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information property of the County in the care, custody, or control of the Contractor.

To the extent excluded, Contractor's Technology E&O policy shall contain a contractual liability exclusion carve-back preserving coverage for (a) the obligation to perform technology products and services, (b) the obligation to perform professional services, and (c) liability the Contractor would have in the absence of a contract. The policy shall not exclude coverage for claims arising from the Contractor's unintentional breach of contractual obligations related to the performance of technology products, services, or professional services. If defense costs under the Contractor's Technology E&O policy erode the policy's indemnity limits (defense within limits), the Contractor shall disclose this structure to the County and shall maintain limits sufficient to provide at least the required indemnity amount after accounting for anticipated defense costs.

0. Umbrella / Excess Liability with limits of liability not less than:

$5,000,000 each occurrence;

$5,000,000 general aggregate;

Umbrella/Excess Liability Insurance shall provide additional insurance limits over the Contractor's Commercial General Liability, Business Automobile Liability, and Employers' Liability policies. Such insurance shall be written on an occurrence basis and be provided on a true "following form" or broader coverage basis, following form to the underlying Commercial General Liability, Business Automobile Liability, and Employers' Liability policies. Such insurance may also be used to meet the limit requirements of the underlying insurance, so long as the total limit provided by the Contractor is equivalent to the limits required in this Contract for both primary and umbrella/excess coverage.

Insurance Coverage Terms and Conditions

1. Nothing in this Contract shall be construed to be a waiver of defenses or immunities afforded to the County under applicable law.

2. All insurance policies of the Contractor required for this Contract shall:

(i) provide that coverage shall not be canceled, non-renewed, or materially changed except with not less than thirty (30) days' advance written notice to the County of Cuyahoga. The Contractor's obligation to provide cancellation notice under this Section is a contractual obligation independent of, and not subject to, any notice provisions or disclaimers in the certificate of insurance.

(ii) The County of Cuyahoga, its officers, officials, employees, and volunteers shall be named as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. This provision shall apply to all insurance policies evidenced by the Contractor except for Workers' Compensation. Proof of Additional Insured status from Contractor's Commercial General Liability policy must be evidenced in the form of an endorsement at least as broad as ISO CG 20 10 07 04 for ongoing operations, together with ISO CG 20 37 07 04 (or later edition of each) for products/completed operations. Acceptable alternatives include endorsements affording coverage for both ongoing operations and products/completed operations that use the "caused, in whole or in part, by" causation standard or broader. Proprietary blanket additional insured endorsements are acceptable if they afford coverage at least as broad as the combination of CG 20 10 07 04 and CG 20 37 07 04. This provision shall apply to all insurance policies evidenced by the Contractor except for Workers’ Compensation.

(iii) All insurance required under this Schedule shall be primary and non-contributory as respects the County of Cuyahoga, its officers, officials, employees, and volunteers for any claims related to the work or operations of the Contractor under this Contract. Any insurance or self-insurance maintained by the County of Cuyahoga, its officers, officials, employees, or volunteers, shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. This provision shall apply to all insurance policies evidenced by the Contractor except for Workers' Compensation.

(iv) The Contractor shall grant the County of Cuyahoga a waiver of any right to subrogation which any insurer of said Contractor may acquire against the County of Cuyahoga by virtue of the payment of any loss under such insurance.

(v) Provide the County of Cuyahoga with Certificates of Insurance evidencing policy coverage as well as reference to and provide evidence (via physical policy endorsement) that each of the Additional Insured, Primary and Noncontributory, and Waiver of Subrogation terms have been met by the Contractor and their respective insurer(s).

3. Contractor shall be solely responsible for the payment of any self-insured retention (“SIR”) or deductible under any policy required by this Schedule. The County shall have no obligation to pay any SIR or deductible on behalf of Contractor.

(a) The Contractor shall be solely responsible for the payment of any self-insured retention ("SIR") or deductible under any insurance policy required by this Contract, and the insolvency or inability of the Contractor to pay any SIR or deductible shall not relieve the Contractor or its insurer of any obligation under this Contract or under the applicable insurance policy. If the Contractor's SIR or deductible on any Commercial General Liability or Business Automobile Liability policy exceeds $25,000 per occurrence, or on any Cyber Risk, Technology E&O, or other claims-made policy exceeds $250,000 per claim, the Contractor shall obtain the prior written approval of County Risk Management. Where the Contractor's policy provides coverage on an SIR basis (as distinguished from a deductible basis), the County reserves the right to fund the Contractor's SIR and seek reimbursement from the Contractor if the Contractor fails to satisfy the SIR within thirty (30) days of the insurer's demand.

(b) All SIR and deductible amounts shall be noted on the Certificate of Insurance. Failure to disclose SIR or deductible amounts shall not relieve Contractor of its obligation to fund same.

4. The insurance required for this Contract shall be provided by insurance carrier(s) licensed to transact business and write insurance in the state(s) where operations are performed and shall carry a minimum A.M. Best's rating of A-VII or above, or a state-regulated captive also licensed to transact business and write insurance in the state(s) where operations are performed.

5. The terms of this Contract shall be controlling and shall not be limited by any insurance policy provision.

6. These insurance provisions shall not affect or limit the liability of the Contractor stated elsewhere in this Contract or as provided by law.

7. The 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 Contract. Any deviation from the above insurance requirements shall require prior approval from the County of Cuyahoga Risk Management.

8. The County reserves the right to require insurance coverages in various amounts or to modify or waive insurance requirements on a case-by-case basis whenever it is determined to be in the best interest of the County.

9. Where coverages are made on a claims-made basis, the claims-made retroactive date on the policy shall be prior to the commencement of professional activity related to this Contract. The Retroactive Date must be shown and must be before the date of this Contract or the beginning of work. For all claims-made policies required under this Schedule (Cyber Risk and Technology Professional Liability/Errors & Omissions), the retroactive date on each policy shall be no later than the effective date of this Contract or the commencement of professional activity related to this Contract, whichever is earlier, and the retroactive date must be shown on the Certificate of Insurance. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract work. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work.

10. Contractor shall furnish a Workers’ Compensation Certificate and Certificate of Insurance evidencing the insurance coverages required herein are in full force and effect.

11. Acceptance of a non-conforming certificate of insurance by the County shall not constitute a waiver of any rights of the parties under this Contract.

12. The Certificates of Insurance evidencing the above coverage shall contain the following language or equivalent where applicable:

“Cuyahoga County and its officers, officials, employees and volunteers, are included as additional insureds on a primary and non-contributory basis with respect to each of the insurance policies referenced within this certificate of insurance except for Workers’ Compensation. A Waiver of Subrogation is granted in favor of Cuyahoga County and its officers, officials, employees and volunteers with respect to each of the insurance policies referenced within this certificate of insurance. Any applicable Umbrella or Excess Liability policy referenced within this certificate of insurance shall follow form to the underlying Commercial General Liability, Commercial Automobile Liability and Employer’s Liability policies referenced within this certificate of insurance and not contain exclusionary language restricting coverage afforded within the underlying insurance policies.”

13. Proof of Additional Insured status from Contractor’s Commercial General Liability policy must be evidenced in the form of an endorsement to said policy and be at least as broad as ISO Form CG 20 10 11 85, or through the combination of the CG 20 10, CG 20 26, CG 20 33, or CG 20 38 endorsement; and CG 20 37 endorsement if a later edition is used.

14. Cyber Liability and Professional Liability Insurance shall additionally include coverage for third-party claims. Policies shall contain no “insured vs. insured” exclusion that would limit the insurance company from paying for damages incurred by the County due to Contractor’s negligence. If the policy contains an “insured vs. insured” exclusion, the additional insured endorsement shall contain a clause or phrase that overrides the “insured vs. insured” exclusion.

15. Failure to maintain the insurance required by this Schedule shall constitute a material default of this Contract, and the County may, at its sole option, terminate this Contract for cause, withhold payment until coverage is restored, or procure replacement coverage at Contractor’s expense.

PART SEVEN: CONTRACTING DOCUMENTATION

7. DOCUMENTS

The successful vendor must furnish a signed contract along with the following documents within fourteen (14) calendar days of receiving the IRFP Intent to Award Letter.

1. Certificate of Insurance

2. Workers’ Compensation Certificate (if applicable)

3. Performance Bond and Related Documents (if applicable)

4. Independent Contractor Worker Acknowledgement Form

5. Completed W-9 Tax Form

Successful bidder may be required to enter in a Nondisclosure Agreement, which can be found in Exhibit A.

Exhibit A

RFP Confidentiality and Nondisclosure Agreement This Confidentiality and Nondisclosure Agreement (the “Agreement”), effective as of the latest date of signature of the Parties to it (the “Effective Date”) is made and entered into by and between _______, (“___”), a __________ with principal place of business at _______________, and Cuyahoga County, Ohio a body corporate and politic and a political subdivision of the State of Ohio organized and existing under the Charter of Cuyahoga County effective January 1, 2010, as same may have been amended, modified, and supplemented to the effective date hereof (the “County”).

Whereas, the County and ____ are engaged in discussions regarding a Request for Proposal (“RFP”), and in order for ______ to fully respond to the RFP, the County and/or _____ (the “Disclosing Party”) needs to share Confidential Information (as hereinafter defined) with the other party (the “Receiving Party”) for the sole purpose of ___’s full response to the RFP (the “Purpose”), _____ and the County hereby agree to the following provisions.

1. The Receiving Party covenants that it shall safeguard and hold in strict confidence and not disclose to any other entity or person any Confidential Information disclosed to it by the Dislcosing Party for the Purpose or otherwise except as such disclosure is consented to in advance by the Disclosing Party in writing. Confidential Information means any information provided with respect to the Purpose or ancillary to the County’s RFP and any business information shared in connection with the RFP by the County to ____ or by ____ to the County, whether provided in writing, physically, electronically, or orally.