Informal RFP template revised 11/20/2025

INFORMAL REQUEST FOR PROPOSAL

IRFP#: 6947

IRFP TITLE: Hazardous Materials Commodity Flow Study

IRFP ISSUE DATE: Thursday April 2, 2026

PROPOSAL DUE DATE: Thursday April 16, 2026, at 11:00 AM

REQUESTING DEPARTMENT: Public Safety & Justice Services

2079 E. 9th Street, Room 5-200

Cleveland, Ohio 44115

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Informal Request for Proposal Sections

Contents

PART ONE: GENERAL INSTRUCTIONS

A. Informal RFP (“IRFP”) Contact

B. IRFP Guidelines

PART TWO: COUNTY SPECIFICATIONS

PART THREE: VENDOR PROPOSAL CRITERIA

PART FOUR: PROPOSAL SPECIFIC GUIDELINES

A. Pre-Proposal Conference -

B. Subcontracting

C. Financial Statements

D. Performance Bond

PART FIVE: GENERAL PROPOSAL PROCEDURES

A. Proposal Inspection

B. Proposal Submission

C. Proposal Evaluation

D. Proposal Clarifications and Corrections

E. Contract Negotiations

F. Contract Award

G. Provider Debrief or Protest

PART SIX: CONTRACT TERMS AND CONDITIONS

PART SEVEN: CONTRACTING DOCUMENTATION

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PART ONE: GENERAL INSTRUCTIONS

A. Informal RFP (“IRFP”) Contact

If you have any questions during the proposal time, all inquiries must be directed to the following individual:

Individual Name: Ella Miceli Department Address: Public Safety & Justice Services 2079 E. 9th Street, Room 5-200 Clevland, OH 44115 Phone: 216-443-5158 Email Address: emiceli@cuyahogacounty.gov

B. 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.”

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PART TWO: COUNTY SPECIFICATIONS

Issue to be Resolved

Hazardous materials travel through Cuyahoga County daily from various modes of transportation. Local responders and emergency planners have limited knowledge of the type, quantity, location, etc. of these hazardous materials coming into and through the County. To gain an understanding, the Cuyahoga County Local Emergency Planning Committee (LEPC) intends to assess the types and volume of hazardous materials transported through Cuyahoga County for the purpose of better preparing emergency response personnel for a hazardous material emergency.

Scope of Work

Cuyahoga County wishes to understand the types and quantities of hazardous materials entering and exiting the county via ground transportation (highway and rail), waterways, and air. The following locations have been identified:

Highways:

Determine transportation of hazardous materials. The results should include movement of extremely hazardous substances and hazardous substances across State and County lines.

The survey will be comprised of a visual survey of traffic at the specific locations identified by Cuyahoga County LEPC and will occur during a wide sample of times (various hours, various days-including weekends) for each location; please submit recommendations for locations and timeframes for conducting surveys. The days of the week (and/or weekend) identified for conducting surveys will be selected by the vendor, with input from Cuyahoga County LEPC. The vendor will make necessary contacts and arrangements with local Police, County Sheriff, State Highway Patrol, etc. to gain approval to park in locations suitable to perform the studies which may include emergency vehicle lanes in medians on highways.

Information recorded will include the type of motor carrier, the placard and/or UN number, commodity name if available, the time of day, and any other applicable information.

The vendor will contact the identified trucking companies to obtain copies of their annual hazmat report to gather the quantities being transported.

Rail:

Analyze rail traffic flow to determine direction and crossing procedures.

Analyze rail traffic to determine points along the tracks at which rail companies store/hold hazardous substances pending final transportation.

Information gathered will include the type of rail car if possible, the placard and/or UN number, commodity name if available, the time of day, and any other applicable information. Specific locations will be identified and agreed upon by both parties prior to mobilization of resources.

The vendor will contact the railroads to obtain a copy of their annual hazmat report to gather the quantities being transported.

Water:

Determine transportation of hazardous materials. The results should include the imports and exports by mode of transportation, volume, and shipment weight by type.

The vendor will contact the Port of Cleveland to obtain a copy of their annual hazmat report to gather the quantities being transported.

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Air:

Determine transportation of hazardous materials. The results should include the imports and exports by chemical, volume, and shipment weight by type.

The vendor will contact the airports to obtain a copy of their annual hazmat report to gather the quantities being transported.

Data Collection Methodology:

The vendor will describe their methods for collecting and compiling all the requested data and information, including locations, days of the week, and time of day for data to be collected. Include how vendor would overcome any impediments to obtaining all required data (highway, rail, airport, waterways).

Proposals must include methodology to collect data from the following:

o Interstate 71 North/South o Interstate 77 North/South o Interstate 80 East/West o Interstate 90 East/West o Interstate 271 North/South o Interstate 480 East/West o US Route 2/6/20 East/West o US Route 422 East/West o State Route 176 North/South o Other Routes, as deemed appropriate by vendor o CSX Rail o Norfolk Southern Railroad o Lake Erie o Cuyahoga River o Cleveland Hopkins International Airport o Cuyahoga County Airport o Burke Lakefront Airport o Pipelines

Project Management

The selected vendor will coordinate with designated member of Cuyahoga County LEPC. The vendor will be responsible for interacting with any subject matter experts needed.

The vendor will submit weekly reports to the County regarding its progress on the project.

Anticipated Work Schedule

All work must be completed by September 15, 2026. Data collection is expected to be conducted during various days of the week (including weekends) and time of day (morning, afternoon, evening).

Deliverables

1. The vendor will provide the annual hazmat reports for the airports, railways, trucking companies, and waterway shipping companies, as available.

2. The vendor shall provide to Cuyahoga County LEPC:

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a. All completed documents, raw data, and research both in paper, where requested, and electronic formats compatible with the computer software used by Cuyahoga County LEPC

b. Any and all electronic media, files, and copies shall be in editable form compatible with Cuyahoga County LEPC systems and software and shall not be password-protected or have guards to editing

c. The vendor will provide ten (10) printed and bound copies of the report and one (1) thumb drive containing the electronic report and all required documents

3. The vendor will be responsible for providing all materials, equipment, and supplies necessary to complete the required tasks as outlined in this proposal. This includes all required audio-visual materials and equipment, as well as printed materials.

4. Prior to work, the vendor will provide an initial proposed timeline for the project detailing the start of the planning effort, recommended major deliverables and their recommended due dates, estimated meeting dates, estimated completion/submission dates for the draft plans and final delivery of the approved hazmat report.

5. The vendor will provide separate line items for deliverables in submitted budget.

6. Upon completion of the surveys, the vendor will generate a report detailing the findings of the surveys for each location. The collected data will be organized into tables including: Schedule, Percentage of Placards Observed by Hazard class, Vehicle Classification Percentages, Hazard Class/Truck Type Comparison and Volume of Placarded Vehicle Flow over Time. The report will also include copies of the notes taken during the surveys. These notes should include any information such as type of commodity, vehicle type, placard displayed, UN Number, Hazard Class, and any pertinent notes taken by the surveyor.

The report will also include an analysis of the changes in commodities and flows between the results of the 2018 Commodity Flow Study and 2025 Commodity Flow Study.

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.

The vendor will have technical staff available to ensure all aspects of the project are completed.

In order for offers to be considered responsive, vendors must meet these minimum prior experience requirements:

The vendor must demonstrate prior experience in the field of hazardous materials and conducting commodity flow studies in the past.

The vendor will have experience working with local, state, and/or federal government.

A vendor’s failure to meet this minimum prior experience requirement will cause their proposal to be considered non-responsive and the proposal will be rejected.

Budget

Cuyahoga County LEPC has been awarded a Hazardous Materials Emergency Preparedness (HMEP) Grant from the U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration for this project. Proposals shall include a not-to-exceed amount for services including all professional fees and

8 | P a g e reimbursable expenses. Proposals must also include the hourly rate at which the vendor provides services.

Hourly rates must include all incidental expenses including travel, per-diem, and commodity survey work on site. The estimated funding for this project shall not exceed $60,000. Any contract(s) awarded as a result of this solicitation is contingent upon the availability of funding.

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

1. Proposed Solution for Current Issue {6 Points}

a. Describe your organization’s proposed solution to the needs identified by the County.

2. Scope of Work {12 Points}

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

b. Describe the methodology you would use to carry out this project, and the reason for selecting this methodology. Detail the tasks to be undertaken.

3. Project Management {11 Points}

a. Describe your project management approach including:

i. The method used in managing the project.

ii. The project management organizational structure including the reporting levels and lines of authority.

b. How will you assess the progress of the project while it is underway?

c. Describe your approach to project control, including details of the methods used in controlling project activities.

d. Describe your status reporting methodology including details of written and oral progress reporting.

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e. Describe your contact points with the County including types of communications and level of interface.

f. By task, describe what would be expected from the Office of Emergency Management.

g. Identify the potential risks and problems which, in your experience, occur on projects of this type. Identify steps that can be taken to avoid or mitigate these problems and steps to be taken should the problem occur.

4. Deliverables {15 Points}

a. Individually describe how you will meet each requirement under the scope of work as set forth in the County’s specifications on pages 5-6.

5. Anticipated Work Schedule {4 Points}

a. Indicate ability to adhere to anticipated work schedule.

b. Provide a chart showing project activities that includes the achievement milestones upon which progress payment will be claimed.

6. Vendor Qualifications {10 Points}

a. Provide a description of vendor’s qualifications to provide the required services.

b. Provide a description of vendor’s demonstrated experience providing a Commodity Flow

Study or similar services for government entities similar in size and service scope to Cuyahoga County.

c. Provide data to evidence the vendor’s ability to provide the same or similar services on or under budget.

7. Staff Qualifications {5 Points}

a. Provide a description of each employee’s qualifications that 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. The description is not limited to, but must include at least the following for each employee:

i. Name

ii. Title/Position

iii. Role in the project

iv. Experience with providing the services described and on similar work projects

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

vi. Provide an organizational chart including at least all individuals who will perform any services for this project.

b. Provide an organizational chart including at least all individuals who will perform any services for this project.

c. Provide a narrative with the organizational chart to describe the chain of command and the individual responsible for achieving each deliverable as described in the County’s specifications.

8. Budget {4 Points}

a. Proposed pricing. Estimates are not acceptable.

b. Provide a proposed schedule of payments.

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c. Provide a budget and a budget narrative for the entire project term.

9. Terms and Conditions (No Score)

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

IRFP.

b. If vendor 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.

10. 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 vendor 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 - Each vendor shall include a statement indicating whether or not the 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

1. Project Timeline

2. Budget

3. Budget Narrative

4. Financial Statements (if required)

PART FOUR: PROPOSAL SPECIFIC GUIDELINES

A. Pre-Proposal Conference -

The purpose of the conference is to discuss the work to be performed with prospective vendors and allow them the opportunity to ask questions concerning the IRFP. It is strongly recommended that

11 | P a g e interested vendors attend. A preproposal conference for all participating vendors is scheduled as indicated below:

Date: Thursday April 9, 2026

Time: 9:30 a.m.

Call-in number: 1-440-462-2064

Access Code: 843968601#

Teams Meeting Link: https://teams.microsoft.com/meet/266138551190558?p=yVXBwa7rHg2Hp6E0O4

Vendors with a disability needing accommodation should contact the Department of Human

Resources, Compliance Unit, 2079 E. 9th Street, Cleveland, Ohio 44115; Phone (216) 443-3192

(Voice) or 443-7002 (TDD) prior to the date set for the pre-proposal conference so that reasonable accommodation can be made.

B. Subcontracting

Choose from the following:

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.

C. Financial Statements

Financial statements must be provided upon request.

D. Performance Bond

A performance bond is not required.

PART FIVE: GENERAL PROPOSAL PROCEDURES

A. 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, 12 | P a g e 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.

B. 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.

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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.

C. 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.

D. 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.

E. 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.

F. 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.

G. 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.

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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

15 | P a g e 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)

16 | P a g e 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

17 | P a g e 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 the 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, his agents, representatives, employees or subcontractors.

Nothing in this Agreement 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:

(a) Worker’s Compensation Insurance as statutorily required by the State of Ohio.

For Contractors with employees working outside of Ohio, Worker’s Compensation Insurance as required by the various state and Federal laws as applicable including Employers’ Liability coverage with limits of no less than $1,000,000 per accident for bodily injury or disease.

(b) Commercial General Liability Insurance with limits of liability not less than:

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

$1,000,000 personal & 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. If a general aggregate limit applies, either the general

18 | P a g e aggregate limit shall apply separately to this specific project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

Such insurance may also be used to meet the limit requirements under the umbrella insurance requirement herein but must carry the required endorsements.

(c) Business Automobile Liability Insurance covering any auto (symbol 1), or if contractor has no owned autos, hired (symbol 8) and non-owned autos (symbol 9). Such insurance shall provide a limit of not less than $1,000,000 combined single limit (bodily injury & property damage) each accident;

Such insurance shall be written on an occurrence basis on the Insurance Services Office (ISO) CA 00 01 form or its equivalent.

(d) Umbrella/Excess Liability Insurance to provide additional insurance limits for commercial general liability and/or automobile liability, with limits of liability not less than:

$4,000,000 each occurrence $4,000,000 general aggregate $4,000,000 products/completed operations aggregate

Such insurance shall be written on an occurrence basis and be provided on a true “following form” or broader coverage basis. 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 excess/umbrella coverage.

Such insurance may also be used to meet the limit requirements under the commercial general liability policy so long the umbrella/excess liability carries the required endorsement coverages.

(e) Professional Liability Insurance/Errors & Omissions Liability Insurance appropriate to the contractor’s profession providing coverage for claims arising out of the provision of design, architectural, engineering, consultants, counselors, medical professionals, legal and/or other professional services with a limit of liability not less than:

$2,000,000 per occurrence;

$2,000,000 aggregate.

(f) Cyber Risk Insurance for all vendors. This coverage shall respond to privacy and network security liability claims with limits of liability not less than:

$1 million per occurrence;

$1 million aggregate.

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Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by vendor 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, 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 as well as credit monitoring expenses.

Insurance Coverage Terms and Conditions

1. Nothing in this Agreement 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, for each insurance policy provided above, coverage shall not be canceled except with notice to the County of Cuyahoga.

(ii) Name The County of Cuyahoga, its officers, officials, employees, and volunteers 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.

(iii) 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 to Contractor’s insurance. This provision shall apply to all insurance policies evidenced by the Contractor except for Workers’ Compensation.

(iv) 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 a Certificates of Insurance evidencing policy coverage as well as reference to and provide evidence (via physical policy endorsement) that each of the terms and conditions identified in Sections 2. (ii) through 2. (iv) have been met by the Contractor and their respective insurer(s) by providing proof of Additional Insured, Primary and Noncontributory, and Waiver of Subrogation via policy endorsements.

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3. 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

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

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

6. 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.

7. 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.

8. If the Bid/Proposal/RFQ specifies the need for higher limits of liability for any applicable insurance provision, the Bid/Proposal/RFQ specifications shall govern.

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. Where Commercial General Liability is claims-made policy such General Liability policy shall provide coverage for claims arising out of the incidents that occur during the policy period, regardless of when claims are reported.

a) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

b) Insurance must be maintained, and evidence of insurance must be provided for at least five

(5) years after completion of the contract of work.

c) 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. The Contractor shall furnish a Worker’s Compensation Certificate and Certificate of Insurance evidencing the insurance coverages required herein are in full force and effect.

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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 respects 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 cover third-party claims.

15. Policies shall contain no “insured vs. insured” exclusion that would limit the insurance company from paying for damages incurred by the County due to Vendor’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.

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