1-RFSQ260501 Professional Master Developer Services CCR Phase II SOLICITATION.pdf

CITY OF COVINGTON, KENTUCKY

REQUEST FOR SUPPLIER QUALIFICATIONS

RFSQ260501

For:

PROFESSIONAL MASTER DEVELOPER SERVICES;

Covington Central Riverfront (“CCR”) Phase II

Responses Due:

NO LATER THAN 10:30 A.M. 2026 JUNE 30

Issued:

2026 MAY 22

By:

Department of Finance | Procurement Office

For:

Department of Economic Development

20 West Pike Street Covington, Kentucky 41011

I. SOLICITATION LEGAL ADVERTISEMENT / PUBLIC NOTICE

The City of Covington, Kentucky (“City”), on behalf of the Covington Department of Economic Development solicits Statements Of Qualifications (“SOQ” / “SOQs”) from competent, experienced, knowledgeable, professional, and qualified providers (“Provider”) for the delivery of goods and performance of services described in this Request for Supplier Qualifications (“RFSQ”), and in compliance with all applicable laws, regulations, policies, procedures, and industry standards. Respondents shall be prepared to enter into a Contractual Agreement (“Agreement”) to perform described services.

RFSQ Title: Professional Master Developer Services;

Covington Central Riverfront (“CCR”) Phase II

RFSQ No.: RFSQ260403

Date Issued: 2026 April 29

Response Due Date/Time: Prior to 2026 June 30 10:30 A.M.

Issuing Agency: Covington Department of Economic Development

Contact: Peter Hager, Procurement Officer peter.hager@covingtonky.gov

859.292.2178 (Mon – Fri / 10:AM – 2:PM)

NOTE: All times listed in this solicitation shall be those prevalent at Covington, KY, USA.

SOQs shall be submitted in a sealed envelope, receipt of which will be time-stamped by the City, and which shall be plainly marked on the outside:

• "RFSQ260501 MDS CCR II - DO NOT OPEN WITH REGULAR MAIL."

• Submitting Entity’s Identification and Contact Information as herein specified.

SEALED SOQ RESPONSES SHALL BE PHYSICALLY DELIVERED* TO:

Covington City Hall First Floor Lobby / Finance Department Window

20 West Pike Street Covington, KY 41011

*The City of Covington does not, presently, accept primary formal bid and/or proposal responses, electronically (e.g., via fax, e-mail, website portal).

RESPONSES SHALL BE SUBMITTED BY: 2026 June 30 10:30 A.M.

Submittals received after this date and time will be considered non-responsive.

REVIEW: Submittal of SOQ response shall indicate Respondent’s interest in and non-binding intent to be pre-qualified by the City to participate in subsequent competitive procurement solicitations (i.e., Request For Proposals {“RFP”}) related to the professional services herein described which the City, in its exclusive discretion, may restrict to entities that have successfully pre-qualified through this process. Pursuant to KRS 45A.370, the evaluation of SOQs and Proposals shall be conducted using competitive negotiation. Any final award shall be based upon the criteria set forth by the City and shall include the Reciprocal Preference for Residential Respondents outlined in KRS 45A.490 to 45A-494, as applicable. The City finds selection based upon competitive negotiation necessary, upon the determination that specifications cannot be made sufficiently specific to permit an award based on lowest or lowest evaluated bid price. The Covington Board of City Commissioners reserves all rights to reject any and all SOQs and/or Proposals. All SOQs and Proposals will be reviewed and scored in accordance with the evaluation criteria set forth by the City in the related competitive procurement solicitation.

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TABLE OF CONTENTS

Reference Subject Page I Solicitation Legal Advertisement / Public Notice 1 Table Of Contents 3 II RFSQ Schedule / Events Timeline 4 III Background 5 IV Phase II Opportunity 9 V Selection Process 14 VI Submittal Requirements 15 VII Submittal Format 17 VIII General Terms and Conditions 18

* Attachment A Statement Of Qualifications Cover Page 25 *

* Attachment B Accident Waiver And Release Of Liability 27 *

* Attachment C Non-Collusion Affidavit 29 *

* Attachment D Campaign Finance Affidavit 31 *

* Attachment E

Certification Against Conflicts Of Interest, Gratuities, And Kickbacks 32 *

NOTE: All Attachments (A - E) are required to be Properly Completed, Executed, and Submitted with and as integral components of SOQ response.

II. TIMELINE OF RFSQ EVENTS

A. To pre-schedule a Site Tour, contact Economic Development Assistant Director, John Sadosky directly via email at john.sadosky@covingtonky.gov at least one full business day in advance of desired appointment time.

1. A properly completed and executed (Attachment B) Accident Waiver And Release Of

Liability is required to be submitted with the Site Tour scheduling request as no Site Tours will otherwise be scheduled or conducted.

2. Site Tour appointment availability and scheduling is subject to staff availability and will be on a ‘first come / first served’ basis.

3. The scheduling and conduct of Site Tour appointments are authorized exceptions to the communication protocols otherwise herein specified.

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EVENT SCHEDULE

Issuance of RFSQ May 22, 2026 Site Tours by Pre-scheduled Appointment, only (see below) As Needed

Request For Information (“RFI”) Deadline; Requests for Information / Clarification must be received prior to:

10:00 A.M.

June 10, 2026

City Publishes Responses RFI - Vendor Questions/Clarifications June 15, 2026

Deadline for SOQ Submittal 10:30 P.M.

June 30, 2026

The timeline below is aspirational and subject to refinement based on coordination between the City and the selected Master Developer, including the availability of required information and mutual agreement on project milestones.

Shortlist Announcement July 10, 2026 Interviews Week of July 20th Site proposals from the Short-Listed Respondents Due TBD Master Developer Selected TBD mailto:john.sadosky@covingtonky.gov

III. BACKGROUND

A. VISION

After the IRS announced the closure of its 23-acre riverfront campus, the City of Covington initiated a year-long master planning process with a nationally recognized team including Cooper Carry, JLL, Noell Consulting, DaVinci, and Woolpert.

The result, the Reconnecting Covington: Covington Central Riverfront Strategic Master Plan, restores the historic street grid and establishes a framework for a mixed-use riverfront neighborhood reflective of Covington’s traditional urban fabric.

Following plan adoption, the City:

• Acquired the site and completed demolition and environmental remediation

• Finalized UST closure and environmental documentation

• Designed and advanced horizontal infrastructure including:

o New public streets, park promenade and alleys (Phase I complete) o Utilities and stormwater systems (Phase I complete) o Parks and public spaces (Phase I complete, Phase II designed) o A 670-space public garage and podium for vertical development (Phase II designed)

The site is bound by Fourth Street, RiverCenter Boulevard, Madison Avenue, and the approach to the Clay Wade Bailey Bridge, positioning it at a primary gateway between Covington and Cincinnati.

Surrounding public investments include:

• $3.6B companion bridge to the Brent Spence Bridge (3 blocks west)

• $69M Fourth Street Bridge replacement (3 blocks east)

• Complete Street improvements on Fourth Street (lane reduction, bike lane, widened sidewalks)

• Planned gateway enhancements at the Clay Wade Bailey Bridge

Respondents are strongly encouraged to review the City’s CCR webpage which includes the Reconnecting Covington Master plan, 3-D flythrough video, project renderings, illustrative site plans, and other pertinent information.

Covington Economic Development Department – CCR webpage https://thecovky.gov/covington-central-riverfront/

CCR looking north

CCR looking south from the Ohio River with Phase II in foreground

B. USES

1. Current Land Use Master Plan

Below is the current land use master plan, which reflects the City’s aspirational vision. The City is open to working with the Master Developer to evaluate feasible and market-supported uses that align with the broader City goal of creating a walkable and economically sustainable urban neighborhood.

C. PHASE I PROGRESS

1. The City is serving as Master Developer for Phase I and is selling individual parcels to multiple developers. This approach is intended to:

a. Encourage architectural diversity.

b. Promote mixed-use vibrancy.

c. Support long-term neighborhood resilience.

d. Reflect Covington’s historic development pattern.

i. Development blocks have been subdivided and assigned letter designations to streamline marketing and disposition.

2. Status (at time of RFSQ solicitation)

a. Blocks M&N - Silverman & Co.

i. 270+ residential units.

(A.) 7,700 SF commercial.

(B.) Anticipated construction start date: May 2026.

(C.) Anticipated completion date: February 2028.

b. Block B - Drees Homes.

i. 16 luxury for-sale townhomes.

(A.) Under construction.

(B.) Anticipated completion date: Q1 2027

c. Block A - Funke Real Estate Group.

i. 10 single family detached homes.

(A.) Two (2) corner mixed-use buildings.

(B.) Under construction (build-to-suit homes).

d. Block F: In negotiations with a residential developer for market-rate apartment housing.

e. Blocks C, D and E: Actively soliciting Proposals for mixed-use developments.

f. Block P: Planned for future Northern Kentucky Convention Center expansion.

IV. PHASE II OPPORTUNITY

A. PURPOSE OF RFSQ

The City intends to partner with a private Master Developer to update and develop the Phase II portion of the master plan. This approach is intended to:

1. Develop a cohesive development that incorporates the planned public investment in utility infrastructure, parking, hardscapes, greenspace and gathering areas.

2. Promote mixed-use vibrancy with an appropriate balance of uses that compliments the surrounding area’s businesses and residential community.

3. Support long-term neighborhood resilience.

a. The planned public improvements such as garage footprint and green space will remain largely as planned with modifications as-needed to accommodate the Master Developer’s development plan.

B. CITY VISION FOR PHASE II

The City seeks a professional Master Developer capable and willing to develop to facilitate the achievement of the following objectives:

1. Commercial Uses – Phase II is envisioned as the primary commercial activity node of the neighborhood, anchored by a 670-space public parking garage and podium designed to support mixed-use and commercial development. While residential uses may be incorporated as part of an overall development strategy, the City is seeking development teams with demonstrated experience delivering projects that include a strong commercial component and advance the long-term economic vitality of the district.

a. Office vacancy in Covington continues to hover around 5-10%. The City’s Economic

Development Department regularly fields requests from users looking for 10,000-

20,000 SF. Additionally, with news like Fischer Homes relocating their headquarters to Covington (100k SF), and Fidelity moving to 100% return-to-office, the City is confident that office demand in Covington will continue to grow.

b. The City is proud of its established small businesses which make Covington a destination for food and entertainment. The City envisions working with the Master Developer to create opportunities for local businesses and operators to be a part of the Covington Central Riverfront.

“Covington Garners National Praise as One of America’s Best Places to Live, Eat, and Explore”

2. Russell Square and Green Space – The eastern half of the garage footprint envisions a street that extends from Russell around Block J that can be closed for public events.

To the north of Russell Square is a planned public green space with infrastructure to support events and seasonal programming. A land bridge will connect the green space across Rivercenter Blvd to the earthen levee allowing visitors and residents to enjoy scenic access to the riverfront.

3. Public Safety Facility – The City is looking for a Master Developer who will partner to explore the feasibility of a new public safety municipal facility on site.

4. Scale and Context – The City seeks Master Developers that are qualified and capab;le to create projects that reinforce a walkable, human-scaled neighborhood that seamlessly integrates into Covington’s surrounding neighborhoods. Future development must reflect the scale, rhythm, and character of Covington’s urban fabric while contributing to an authentic sense of place.

a. Eventual development plans should avoid large, monolithic building forms and repetitive façade treatments that result in uniform, box-like massing. Instead, buildings should incorporate meaningful articulation, vertical and horizontal modulation, varied rooflines, and distinct façade components that break down perceived scale and create the appearance of multiple smaller structures within a block. A traditional urban block pattern that supports pedestrian activity, active ground-floor uses, and frequent architectural rhythm is strongly encouraged.

https://www.covingtonky.gov/news/2025/10/03/covington-garners-national-praise-as-one-of-americas-best-places-to-live-eat-and-explore https://www.covingtonky.gov/news/2025/10/03/covington-garners-national-praise-as-one-of-americas-best-places-to-live-eat-and-explore

5. Flexible Parcel Configuration – The City is willing to collaborate with the Master Developer to replat and/or consolidate parcels as necessary to accommodate proposed development programs.

C. THE MASTER DEVELOPER’S ROLE

The Master Developer will purchase the land and air rights and develop the private improvements in Phase II.

D. PUBLIC INFRASTRUCTURE

The City will construct and deliver the garage, podium, green space, and land bridge as part of the Phase II public infrastructure. The Master Developer will develop the overbuild and adjacent lots. Public utility infrastructure will be finalized in coordination with the Phase II Master Developer.

1. Garage and Overbuild – The City will deliver a ~670-space parking garage and podium.

a. The City has engaged KZF to design the garage and podium infrastructure based upon the Master Plan.

b. The City is receptive to collaboration with the successful Master Developer to consider reconfiguration of the podium overbuild lot footprints to satisfy the Master Developer’s desired plans.

i. For the purposes of this RFSQ, the City provides the following information regarding the overbuild requirements as currently designed, while emphasizing that the City’s desire and intent to collaboratively engage with Master Developer to complete construction drawings and plans that satisfy, facilitate, and accomplish mutual end use requirements and outcomes.

c. Scenario 1 – As Designed The Overbuild Plan & Structural General Notes below are for illustrative purposes only.

d. Future Overbuild Structural General Notes

a. Definitions of Future Overbuilds:

i. Overbuilds H and I are assumed to be 4-story steel office structures. The lateral framing is assumed to be either steel braced frames or steel moment frames. Gravity, wind, and seismic design assumptions have been provided below. Maximum column reactions have been denoted and indicated on the plaza level overbuild plan on this sheet.

ii. Overbuild J is assumed to be a 2-story steel entertainment structure. The lateral framing is assumed to be either steel braced frames or steel moment frames. Gravity, wind, and seismic design assumptions have been provided

iii. Overbuild 1D is assumed to be a 1-story steel concessions building. The lateral framing is assumed to be either steel braced frames or steel moment frames. Gravity, wind, and seismic design assumptions have been provided

iv. Overbuild G is assumed to be a 4-story steel residential structure. The lateral framing is assumed to be either steel braced frames or steel moment frames.

Gravity, wind, and seismic design assumptions have been provided below.

Maximum column reactions have been denoted and indicated on the plaza level overbuild plan on this sheet.

e. Scenario 2 – Alternative Considerations As mentioned above, the City has 90% construction drawings for the garage and podium to meet the envisioned overbuild lots shown in Scenario 1. An important objective of this RFSQ is to identify and pre-qualify (a) Master Developer(s) with which the City may successfully engage to identify end use requirements that will take the design to 100%. The City reiterates its desire and intent to collaboratively engage with the successful Master Developer to produce mutually beneficial layout.

E. INCENTIVES

To ensure the City’s objectives are achieved and a successful mixed-use development takes root in Phase II, the City is open to leveraging incentives to fill project financing gaps.

Incentives that may be considered include:

1. Industrial Revenue Bonds – allows for property tax exemption with PILOT requirements. See Chapter 41 of the City Code of Ordinance for details on IRB policy.

2. Land Sale Price – the City plans to use land sale proceeds to fund its investment in public infrastructure throughout the site. If a development proposal can show a financing gap, the City is open to discounting the appraised value of the land.

3. Utility and Infrastructure Support – The City is willing to evaluate participation in utility and public infrastructure improvements – including delivering utilities to development pads.

4. Job Development Incentives – For uses with retail and office components, the City may entertain incentives to benefit tenants by rebating a portion of new local payroll tax generated.

F. OTHER SITE INFORMATION

1. Opportunity Zone The development site is located within a federally designated Opportunity Zone.

Developers are strongly encouraged to evaluate the potential formation of an Opportunity Zone Fund for qualified projects. Information is available HERE.

2. Zoning & Regulations

All parcels within the Covington Central Riverfront neighborhood are located in the Central Riverfront Mixed-Use (CRM) District under Covington’s Neighborhood Development Code. Development standards, permitted uses, conditional uses, and other regulatory requirements can be found HERE.

https://codelibrary.amlegal.com/codes/covington/latest/covington_ky/0-0-0-18336 https://www.irs.gov/credits-deductions/businesses/opportunity-zones https://online.encodeplus.com/regs/covington-ky/doc-viewer.aspx?secid=549&secid-376

V. SELECTION PROCESS

The RFSQ Process will end with the City selecting a short list of Master Developers and proceeding to interviews. The objectives of the interview will be to confirm the qualifications of the Master Developer and answer questions the respondent may have about the City’s goals.

After the interviews, the City will proceed with second-round site proposals from the pre-qualified RFSQ respondents. The proposals will seek to accomplish the following:

A. Understand the land use plan for the overbuild and at-grade development parcels.

B. Establish a preliminary site layout with special attention given to the overbuild component of the project.

C. Gain a general understanding of utility infrastructure needs.

D. As it relates to the garage/overbuild:

1. Agree on general desired location of elevators.

2. Gain a general understanding of the planned capacity for parking

3. Develop a generalized development timeline.

4. Establish a base level assumptions regarding incentives.

a. The City will not request detailed schematic designs during this stage. Rather, materials such as test fits, concept plans, preliminary site layouts, land use plan, and description of design goals and proposed building materials are preferred. Proposals will remain confidential throughout the entire process.

b. Upon review of the proposals, the City will select one proposal to move forward with.

The City and Master Developer will then proceed to working on a term sheet and followed by a Disposition and Development Agreement.

E. Selection Process Details

1. The Covington Board of Commissioners is the final authority on all selections and awards and reserves the right to reject any or all Qualifications or terminate negotiations at any time.

2. Qualifications will be evaluated and scored by a City staff committee, with consultant input from the City’s owner’s rep, JS Held, as needed. Any consultant with a known or apparent conflict of interest will be excluded from the selection process. The selection process will proceed as follows:

a. Compliance Review: The City Procurement Officer will conduct a desk review to confirm compliance with RFSQ requirements (Note: please submit materials in the order specified).

b. Initial Evaluation: Compliant RFSQ Respondents will be distributed to the review committee for review and scoring.

c. Committee Deliberation: The committee will meet to discuss qualifications and scoring.

d. Short-List and Interviews: The committee will select a short-list of pre-qualified Master Developers and conduct interviews.

e. Proposal Request:

The committee will solicit proposals from short-listed Master Developers (see section above regarding general framework of proposals).

f. Recommendation: Upon selection of a preferred proposal and Master Developer, staff will recommend that the Covington Board of Commissioners authorize initiation of a term sheet to move forward in good faith with the selected Master Developer towards a formal Disposition and Development Agreement. The Disposition and Development Agreement will be voted on by the Covington Board of Commissioners.

F. Evaluation Criteria Criteria Points

Technical Competence 40 team experience, past projects, good-standing, municipal references Financial Capacity

35 demonstrated ability to complete the large scale, complex projects Project Schedule 15 projected start and completion dates Overall Quality of Statement of Qualifications

10 ease of understanding, clear, concise, professional presentation

VI. SUBMITTAL REQUIREMENTS

SOQ Submittals shall include the following elements to receive evaluation and consideration by the City. Unless otherwise specified, these components should be presented in the same order/sequence as listed. Please do not use type sizes smaller than 11 pt.

A. STATEMENT OF QUALIFICATIONS COVER PAGE. (Attachment A)

B. QUALIFICATIONS

1. Company Information

a. Company Overview (1 page max)

i. Provide a brief history of the firm or firms if a partnership is proposing. Provide the contact(s) name and address for the Chief Official(s) as well as contact information for the Project Manager or point person for the Qualification.

b. Team Structure – Including sub and/or affiliated organizations and Organization Chart (1 page max)

i. Provide an Organization Chart showing the structure of the team, including the names and roles of key staff as well as their company affiliation in the case of a multi-company partnership.

c. Professional Resumés (1/2 page per bio max)

i. Provide resumes or bios for each of the key members of the development team, including the assigned project manager.

2. Experience

a. Similar Projects (5 pages max)

i. Provide a description of the development team’s experience on similar projects.

Project examples should include development concepts and duration of design process and construction. Descriptions should include key information such as size, cost, location, year built, any innovative aspects of the project, etc. Photos and hyperlinks to project websites are acceptable in addition to the required information.

b. Professional References (1 page max)

i. Provide a list of not more than five references, with full contact information, preferably representatives of municipalities or owners of other projects similar in type and scope where the developer has completed projects.

3. Financial

a. Financial Capacity (5 pages max)

i. Provide supporting documentation that the developer has the financial capacity and ability to obtain financing required to deliver the proposed project. Due to the sensitive nature of such information, the documents in this section may be submitted as a separate file labeled CONFIDENTIAL. Such information shall be for the sole and exclusive use of the City for evaluation purposes and will be kept confidential to the fullest extent permissible by law. Supporting documentation should include:

(A.) Letters from the developer’s financial partners attesting to the capacity of the developer to undertake the proposed project.

(B.) A contact list of the developer’s lender references.

(C.) A statement that the developer or any named individual in the proposed project is not involved in any litigation or other disputes that could result in a financial settlement having a materially adverse effect on the ability to deliver the project.

(D.) A statement as to whether the developer or any named individual in the proposed project ever filed bankruptcy and/or became insolvent, has ever been the subject of litigation, contract disputes, foreclosure, or collections actions. If any have occurred, please provide the dates and circumstances.

VII. SUBMITTAL FORMAT

SOQs shall be formatted as follows:

A. One (1) unbound printed hardcopy original SOQ instrument with original signatures, clearly labeled “Original” on its front page.

1. Loose bindings (e.g., paper clips, binder clips, rubber bands) are acceptable.

2. Binders, comb bindings, and staples are not acceptable.

B. One (1) complete printed hardcopy duplicate labeled “Copy” on its front page.

1. Copies may be bound.

C. One (1) complete .pdf-formatted digital single-file version of the entire SOQ submittal on a USB-drive.

1. Digital file copy / USB-drive submittal shall also include the pro forma in an open

(unlocked), manipulable Microsoft Excel (.xlsx-formatted) spreadsheet.

D. All supporting documentation shall be printed on paper no larger than 11” by 17” (standard 8.5” x 11” preferred).

1. SOQs and supporting documentation shall be submitted sealed and labeled

"RFSQ260501 MDS CCR II - DO NOT OPEN WITH REGULAR MAIL."

2. Exterior of sealed SOQ submittal envelope/container shall also be clearly marked with Respondent’s name, Respondent’s representative’s name, return mailing address, area code & telephone number, and email address.

a. A firmly affixed business card generally suffices to satisfy these requirements.

3. Qualification responses should be developed specifically to demonstrate and highlight to the City the Respondent’s successful professional experience and other requested qualification credentials stated in this RFSQ.

4. Qualifications shall be tabbed by Section and, in the absence of other specific instructions, shall be presented in the order corresponding to the order in which presented in this RFSQ.

5. Qualifications shall be physically delivered to and received by the City no later than the

RFSQ Due Date and Time. Qualification responses must be physically received and time-stamped by the Finance Department window located in the lobby of City Hall.

Qualifications received after the deadline will be rejected as non-responsive.

a. NOTE: The City does not presently accept bids and/or Qualifications electronically

(e.g., via Fax, e-Mail, Internet / Web Portal, etc.). Electronically transmitted Qualification response(s) that are not physically and timely delivered to the City will be determined non-responsive and will not receive evaluation or consideration by the City.

VIII. GENERAL TERMS AND CONDITIONS

A. CONTRACTING REQUIREMENTS

The selected respondent, if any, will be required to execute a redevelopment contract with the City and comply with any applicable City requirements, including the requirement to obtain an occupational license authorizing the developer to perform work in the City. The redevelopment contract also will provide that the City not close on sale of the parcel to the selected developer until the proposed project is ready to proceed, as evidenced by the provision of evidence of accepted and acceptable financing, approval by the City of detailed plans and other conditions precedent.

B. ACCEPTANCE

By submitting a response Respondent agrees to accept and be bound by the General Terms and Conditions listed in this RFSQ, unless expressly stated otherwise through a ‘Notice of Deviation.’

1. It is the responsibility of each Respondent to read this RFSQ in its entirety, and fully acquaint themselves with the ‘Scope of Work,’ and ‘General Terms and Conditions’ listed herein. Failure of the Respondent to adequately perform the foregoing does not relieve the Respondent from any obligation with respect to the Proposal submitted.

2. If a Respondent is in doubt as to the true meaning of any part of the scope of work and/or specifications, it is the Respondent’s onus to obtain express from the City.

C. ASSIGNMENT OF CONTRACT

The successful submitter shall not assign or subcontract any portion the final project contract without the express written consent of the City. Any purported assignment or subcontract in violation hereof shall be void. It is expressly acknowledged that the City shall never be required or obligated to consent to any request for assignment or subcontract; and further that such refusal to consent can be for any or no reason and shall at all times remain entirely within the sole discretion of the City.

D. NO WAIVER

No failure or delay by the City in exercising thereof, nor the exercise of any other right, remedy, power or privilege shall operate as a waiver hereof or thereof. No failure or delay by the City in exercising any right, remedy, power or privilege under or in respect of this contract shall affect the rights, remedies, powers or privilege under on in respect of this Contract shall affect the rights, remedies, powers or privileges of the City hereunder or shall operate as a waiver thereof.

E. COVINGTON ANTI-DISCRIMINATION STATEMENT

It is the intent and desire of the City to promote full and equal business opportunities for all persons and entities. Further, it shall be considered an unlawful practice for any employee or official of the City to: (i) fail to refuse to hire; or (ii) discourage any individual or business from the participation in;

or (iii) in any manner discriminate towards an individual or business desiring to participate in City procurement based on disability, age, sex, race, color, religion, ancestry, national origin, sexual orientation or gender identity, or nature texture, color of hair, hairstyles, or protective hair styles (including, but not limited to braids, locks, twists, and coverings) (in adherence to City of Covington Code of Ordinance § 37.08). Any individual or business claiming to be aggrieved by a violation of this provision may file a written complaint with the City Manager. The City Manager may designate an agent to administer, evaluate, and investigate the complaint in accordance with the provisions of Covington Code of Ordinance § 37.10.

In accordance with the City’s Human Rights Ordinances, any selected Respondent agrees that it shall not in any manner discriminate on the basis of any protected class, including but not limited to:

race, color, religion, sex, sexual orientation, gender identity, age, national origin, ancestry, marital status, parental status, familial status, place of birth, disability, or natural texture, color of hair, hair styles, or protective hair styles (including, but not limited to braids, locks, twists, and coverings).

F. AUTHORITY TO DO BUSINESS

Respondent must be duly organized and authorized to do business under the laws of the Commonwealth of Kentucky and of the City of Covington, KY. Submitter must be in good standing and have full legal capacity to perform the services specified in this RFSQ. Respondent must have all necessary rights and lawful authorities to enter into any Final Agreement for the full term.

G. NON-APPROPRIATION

In the event that no funds or insufficient funds are appropriated and budgeted in any fiscal period of the City for payments to be made under any Final Agreement, if applicable, then the City will notify the Prevailing Submitter of such occurrence and the Final Agreement shall terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made or whenever the funds appropriated for payment under the Final Agreement are exhausted. No payments shall be made or due to any Prevailing Submitter under any Final Agreement, if applicable, beyond the amounts that are appropriated and budgeted by the City to fund payments hereunder.

H. CLAIMS AGAINST THE CITY

In consideration for the right to respond to this RFSQ, the Respondent waives any claim, liability or expense whatsoever against the City and its Staff, Commissioners and agents by reason of any or all of the following: Any aspect of this RFSQ, the Selection Process or any part thereof, any informalities or defects in the Selection Process, the failure to enter into any agreement, any statements, representations, acts or omissions of the City, the exercise of any discretion set forth or concerning any of the foregoing, and any other matters arising out of all or any of the foregoing.

I. FORCE MAJEURE

Neither party shall be considered in default in the performance of its obligations under any Final Agreement to the extent that performance of its obligations is prevented or delayed by any cause beyond its reasonable control, including, without limitation, acts of God; acts or omissions of governmental authorities or the other party, strikes, lockouts or other epidemics; floods; hurricanes;

tornadoes; and any other similar acts, events, or omissions. When determined that force majeure results in a delay of the work to be provided under any final agreement resulting from this RFSQ (the “Work”), the date of delivery or performance of any other obligations of the Prevailing Submitter shall be extended for a period of equal duration to the time lost by reason of the delay. Prevailing Submitter shall notify the City in writing within ten (10) calendar days after recognition of the occurrence of any event that Prevailing Submitter believes will result in a delay. In the absence of such notification, Prevailing Submitter waives the right to claim that Work was delayed by the occurrence of such event. If, however, Prevailing Submitter’s performance of other obligations is delayed, or it is reasonable to anticipate that performance will be delayed, for a continuous period of six (6) months from the scheduled date for performance, City shall have the right, in its discretion, to cancel the Agreement.

J. RIGHT TO SUBSTITUTE OR MODIFY SPECIFICATIONS

Throughout the Selection Process, the City shall have the right, in it is sole discretion, to modify the Specifications and/or Scope Of Work provided herein. Such modification shall include the ability to add, substitute or remove items from each sub-part for any reason.

K. RIGHT TO MODIFY THE SELECTION PROCESS

The City reserves the right at any time and from time to time, and for its own convenience, in its sole and absolute discretion, to modify or suspend any and all aspects of the Selection Process, including, but not limited to this RFSQ, and all or any portion of the Selection Process in or subsequent to the RFSQ; to obtain information from any successful applicant, to waive any defects as to form or content of this RFSQ or any other step in the Selection Process; to reject any and all responses submitted; to reissue the RFSQ; procure the desired services by any other means or not proceed in procuring the services; to negotiate with any, all or none of the respondents to this RFSQ as to fees, scope of services, or any other aspect of the RFSQ or services; to negotiate and modify any and all terms of an agreement; and to accept or reject any applicant for entry into a Final Agreement.

L. CANCELLATION

Any failure of the Prevailing Submitter to satisfy the requirements of the City of Covington shall be reason for termination of the Final Award. Any bid and/or proposal may be rejected in whole or in part for good cause when in the best interest of the City of Covington.

M. TERMS AND CONDITIONS INCORPORATED

In the event of conflicting terms, the documents relating to this RFSQ shall have the following priority:

1. The Final Agreement.

2. City’s Scope Of Work and/or Specifications.

3. General Terms and Conditions.

4. Respondent’s Specifications and Agreements.

N. COMPLIANCE WITH LAWS

Respondent shall be obligated to comply with all federal, state and local laws, statutes and ordinances relative to the execution of the work. This requirement includes, but is not limited to, protection of public and employee safety and health; environmental protection; waste reduction and recycling; the protection of natural resources; permits; fees; taxes; and similar subjects.

O. QUALIFICATIONS OF RESPONDENT(S)

1. Respondents shall be experienced in the kind of Work to be performed, shall have the necessary equipment therefor, and shall possess sufficient capital to properly execute the work within the time allowed. Proposals received from Respondents who have previously failed to complete work within the time required, or who have previously performed similar work in an unsatisfactory manner, may be rejected. A Proposal may be rejected if Respondent is already obligated for the performance of other work, which would delay the commencement, prosecution or completion of the Work.

2. Respondents may be asked to furnish additional data to demonstrate their qualifications.

3. Respondents shall observe and comply with all regulations, laws, and ordinances of local, state, and federal governments as they apply to this Request for Proposal. In accordance with KRS 45A.343 all Respondents are required to:

a. Reveal any final determination of a violation by the Contractor or Subcontractors within the previous five (5) year period pursuant to KRS Chapters 136, 139, 141, 337, 338, 341, and 342 that apply to the Contractor and Subcontractor; and

b. Be in continuous compliance with the provisions of KRS Chapters 136, 139, 141, 337, 338, 341, and 342 that apply to the Contractor and Subcontractor for the duration of the contract.

4. Respondents shall be qualified to do business in the state where the Project is located or covenant to obtain such qualification prior to signing the Agreement. Successful Respondent may be required to obtain an Occupational License from the City of Covington Finance Department and be registered with the Kentucky Secretary of State to do business in Kentucky prior to entering into an agreement.

P. PROPOSAL GUARANTEE / AWARD PROCEDURES

It is anticipated that a recommendation for award for this Proposal will be made no more than thirty

(30) days after the Proposal due date. All interested parties are required to guarantee their Proposals as an irrevocable offer valid for ninety (90) days after the Proposal due date. The City in its sole and absolute discretion shall have the right to award a Proposal for any or all items/services listed in each Proposal, shall have the right to reject any and all Proposals as it deems to be in its best interests, to waive formalities and reasonable irregularities in submitted documents, shall not be bound to accept the lowest Proposal and shall be allowed to accept the total Proposal of any one vendor.

Q. REVISIONS

If it becomes necessary to revise any part of this Request, a written addendum will be made available to the public via publication on the City’s website, www.covingtonky.gov. The City is not bound by any oral representations, clarifications, or changes made by any City employee, unless such clarification or change is provided to all Respondents in written addendum from an authorized representative of the City.

R. AUDIT AND INSPECTION

The City shall retain authority to audit and inspect Contractor’s work both in- progress, and upon completion. Should the City identify an error, omission or correction that needs to be made, the City shall notify the Contractor, without delay. The Contractor shall be responsible for the correction, or if he/ she fails to make the requested correction or correct the issue in an acceptable manner, shall be financially responsible to the City for the cost of the correction.

S. INDEMNIFICATION

Respondent shall agree to indemnify and hold harmless the City and its directors, officers, employees and agents from all suits, actions, claims or cost of any character, type or description brought or made on account of any loss, expense, liability, damage, claim, including personal injury and/or death sustained by any person(s) or property arising out of the acts or negligence of the Respondent, the Respondent’s personnel, its agents, and employees, occurring during the Respondent shall defend City, its officers, agents, and employees (i) against any suit, proceeding, claims for losses, costs, damages or expenses including, without limitation, charges for personal injury, death or property damage that arise out of any and all acts or omissions of employees or agents of the Respondent or Respondent’s Sub Developers in connection with the services; and (ii) shall pay all damages, costs and expenses in connection with such actions, including City’s attorneys’ fees.

T. RESPONDENT MODIFICATION OR WITHDRAWAL

Withdrawal Prior to Proposal Opening: A Proposal may be withdrawn by an appropriate document duly executed, in the same manner that a Proposal must be executed and delivered to the place where Proposals are to be submitted prior to the date and time fixed for the submission of Proposals. Upon receipt of such written notice, the unopened Proposal will be returned to the Contractor.

Modification Prior to Proposal Opening: If a Contractor wishes to modify its Proposal, Contractor must withdraw its initial Bid in the manner specified in paragraph above and submit a new Proposal.

U. PAYMENT

Payment shall be made to the City in full, at Closing.

http://www.covingtonky.gov/

V. NON-COMPLIANCE WITH PROPOSAL

It is understood and agreed upon by all parties, in the event of an Award of Contract, if said contract fails to meet the terms and conditions accepted by the City as specified in this Request for Proposal, and any prior agreements leading up to contract, then the City shall at its sole option have the right to:

1. Cancel the contract in its entirety; OR

2. Require the proposer/developer to immediately compensate the City any differential between its proposal and the next best proposal accepted by the City.

W. RESPONSE DISCLAIMER

This Request for Proposal does not commit the City to enter into a contract or award any services in relation to this specific document, nor does it obligate the City to pay any costs incurred in preparation or submission of a Proposal or in anticipation of a contract.

In consideration of the right to respond to this Request, Respondent, waives any claim, liability or expense whatsoever against the City and its Staff, Commissioners, and agents by reason of any or all of the following: any aspect of this RFSQ, the Selection Process or any part thereof, any informalities or defects in the Selection Process, the failure to enter into any agreement, any statements, representations, acts or omissions of the City, the exercise of any discretion set forth or concerning any.

X. GOVERNING LAW

This Request and any agreement resulting from this Request shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Any dispute arising under this Request or the resulting contract shall be resolved in a court of competent jurisdiction in Kenton County, Kentucky.

Y. FEDERAL, STATE AND LOCAL ANTI-DISCRIMINATION REQUIREMENTS

For the purposes of this section, “Respondent” shall mean the successful proposer.

1. The Respondent will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Respondent will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Respondent agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

2. The Respondent will, in all solicitations or advertisements for employees placed by or on behalf of the Respondent, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

3. The Respondent will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Respondent’s legal duty to furnish information.

4. The Respondent will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Respondent’s commitments and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The Respondent will comply with all rules, regulations, and relevant orders of the Secretary of

Labor.

6. The Respondent will furnish all information and reports required by the rules, regulations, and orders of the Secretary of Labor, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the Respondent’s non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Respondent may be declared ineligible for further Government contracts in accordance with procedures authorized by the Secretary of Labor, and such other sanctions may be imposed and remedies invoked by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The Respondent will include the provisions of paragraphs 1 through 8 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued so that such provisions will be binding upon each Subcontractor or vendor. The Respondent will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Respondent becomes involved in, or is threatened with, litigation with a Subcontractor or vendor as a result of such direction, the Respondent may request the United States to enter into such litigation to protect the interests of the United States.

Z. CONFLICTS OF INTEREST PROHIBITION

By submitting a proposal, Respondent certifies that it is aware of the prohibition against conflicts of interest, gratuities, and kickbacks in KRS 45A.455, which are set forth herein as follows:

1. It shall be a breach of ethical standards for any employee with procurement authority to participate directly in any proceeding or application; request for ruling or other determination;

claim or controversy; or other particular matter pertaining to any contract, or subcontract, and any solicitation or proposal therefor, in which to his knowledge:

a. S/he, or any member of their immediate family has a financial interest therein; or

b. A business or organization in which s/he or any member of their immediate family has a financial interest as an officer, director, trustee, partner, or employee, is a party; or

c. Any other person, business, or organization with whom s/he or any member of their immediate family is negotiating or has an arrangement concerning prospective employment is a party.

Direct or indirect participation shall include but not be limited to involvement through decision, approval, disapproval, recommendation, preparation of any part of a purchase request, influencing the content of any specification or purchase standard, rendering of advice, investigation, auditing, or in any other advisory capacity.

2. It shall be a breach of ethical standards for any person to offer, give, or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment, in connection with any decision, approval, disapproval, recommendation, preparation of any part of a purchase request, influencing the content of any specification or purchase standard, rendering of advice, investigation, auditing, or in any other advisory capacity, of the City in any proceeding or application, request for ruling or other determination, claim or controversy, or other particular matter, pertaining to any contract or subcontract and any solicitation or proposal therefor.

a. It is a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a Subcontractor under a contract to…