3-RFQ265X901147 Investment Advisory Services.pdf

Request For Qualifications

Investment Advisory Services

RFQ265X901147

ISSUE DATE: January 13, 2026

Due on or before 12:00 PM ET on February 12, 2026

BUYER OF RECORD: Bethany Pritchard

COMMODITY CODE(S): 94648 – Financial Advisor

REQUESTING AGENCY: Department of Finance - Treasury

ACCEPTANCE PLACE: https://cincinnati-oh.bonfirehub.com/

All proposals must be submitted electronically via the City’s Bonfire portal at the above link. Responses submitted by hard copy, mail, or e-mail will not be accepted.

See “RFQ Submissions” for more details.

Office of Procurement Two Centennial Plaza

805 Central Avenue, Suite 234 Cincinnati, Ohio 45202-1947

RFQ265X901147

Table of Contents

I. REQUEST – Page 3

II. CONTENT AND FORM OF SUBMISSIONS – Page 9

III. REQUIRED & MISCELLANEOUS FORMS – Page 11

IV. CONTRACT TERMS AND CONDITIONS – Page 12

I. REQUEST

INTRODUCTION

The City of Cincinnati, Ohio, (hereinafter referred as “City”) is issuing this Request for Proposals (hereinafter "RFP") pursuant to the provisions of the Cincinnati Municipal Code (CMC), Chapter 321 and City Manager Administrative Regulation 23 for Professional Services, from parties, (hereinafter "Offerors). The Offeror shall provide the Finance Department with assistance to make prudent investment decisions for the City of Cincinnati.

GENERAL BACKGROUND AND INFORMATION

As the investing authority of the City, the City Treasurer manages all active and inactive funds held in the city treasury. Funds held in the city treasury are pooled for the purpose of investment management.

The City of Cincinnati Finance Department is charged with the investment responsibility of the City of Cincinnati’s interim funds investment portfolio. The portfolio consists of the City’s operating, capital, debt service, and trust funds. The Finance Department is seeking the services of a qualified Investment Consultant that will assist in guiding the prudent investment with respect to the City’s investment portfolio currently valued at $1.5 billion. The City needs to assess the market to ensure it is benefiting from the most effective and cost-efficient consultant and fund management services consistent with its Investment Policy, Ohio State Law and Objectives and Guidelines. Typically, the City buys U.S. Treasury Notes, obligations issued by federal government agencies, municipal securities with a minimum AA rating, or collateralized certificates of deposits in amounts ranging from $5 to $10 million. The City purchases securities on a delivery vs. payment (DVP) basis and U.S. Bank is the City’s current safekeeping agent. The City takes custody of all securities purchased and custody is always maintained at the City’s safekeeping agent, except for Certificate of Deposit collateral, which is held at the Federal Reserve in a separate account.

The deposit and investment of city funds is governed by Chapter 135 of the Ohio Revised Code, Chapter 301 of the Cincinnati Municipal Code, and the City of Cincinnati Investment Policy. A copy of the current investment policy is included as Attachment A.

The City currently utilizes the services of two professional investment firms to assist the City Treasurer in managing the City’s investment portfolio. As of 9/30/25, the firms are responsible for managing approximately $500 million of the City’s total investment portfolio. The advisor will be responsible for monitoring the performance of the managers.

SCOPE OF SERVICES/SPECIFICATIONS

The Offeror will advise and assist the City Treasurer in managing its comprehensive investment program consistent with the objectives stated in the Investment Policy and the provisions of the Ohio Revised Code and Cincinnati Municipal Code.

The services provided by the consultant shall include analysis, advice, and recommendations with respect to the Investment Policy, Investment Manager selection; performance evaluation; on-site consultation and assistance and any other special request.

Initial Review

- Conduct an initial review and analysis of the investment portfolio and recommend changes if appropriate.

- Assess client financial objectives, risk tolerance, constraints, and liquidity needs.

Investment Policy

- Conduct an annual review and analysis of the investment policy and recommend changes, if appropriate.

Investment Advisory

- Analyze investment options, strategies, and market conditions to determine the most appropriate options.

- Offer tactical recommendations in response to market events.

- Assist with cash-flow forecasting.

- Provide investment recommendations to the City Treasurer as requested.

- Coordinate with custodians, fund managers, and other service providers.

- Provide monthly and quarterly reporting of the entire investment portfolio.

- Monitor portfolio for compliance with ORC and Investment policy.

Investment Manager Selection

- Assist in establishing qualitative and quantitative selection criteria for reviewing potential candidates.

- Assist in screening and conduct due diligence on candidates.

- Maintain or have access to database of investment managers.

- Provide ongoing manager monitoring, including performance reviews, compliance checks, and organizational updates.

Performance Evaluation

- Review index to measure total performance relative to an established benchmark.

- Assist with the selection of appropriate performance benchmarks for each portion of the portfolio.

- Provide quarterly/annually performance analysis, including evaluation of investment manager performance.

- Advise on investment manager retention/termination and help evaluate any under-performance of investment manager.

On-site Consultation

- As requested, attend investment committee meetings to review performance, assess the overall investment program and make recommendations.

- Assist Treasurer and staff with additional education and training. Keep the Treasurer abreast of new developments in investment manager techniques.

- Provide education and training sessions for committee members.

Special Request

- Prepare analysis of specific issues designated by the Investment Committee.

The selected consultant will report to the City Treasurer and the Investment Committee.

Responses must include a completed statement of qualifications and proof that the investment consultant criteria have been met. Both are described herein.

Furthermore, the following criteria shall apply to investment consultant: Must be licensed and registered with the State of Ohio, Division of Securities Commerce Department; as an investment advisor.

Must be registered with the SEC.

Proof of these criteria must be provided with the RFQ response.

Respondents shall be subject to the City of Cincinnati’s Investment Policy (see attached).

TERM

Initial three (3) 12-month term, Optional two (2) 12-month renewals

EVALUATION CRITERIA

Qualifications of Key Personnel Assigned to Project – 20% Compliance with Industry Standards and Regulations – 20% Experience Working with Local Government – 20% Content and Completeness – 20% Cost and Budget – 10% Value-Added Services – 10%

SUBCONTRACTING GOAL

The MBE subcontracting goal for this RFP is 0%. The WBE subcontracting goal for this RFP is 0%

One of the factors the City uses to determine the most advantageous offer is whether an Offeror subcontracted the minimum percentage of its bid to qualified City-certified M/WBEs. Failure to meet or exceed the subcontracting participation level may cause a proposal to be rejected as non-responsive.

The “MBE/WBE Inclusion Packet” which includes the applicable forms to be completed and included with the proposal is available at the following webpage: https://www.cincinnati-oh.gov/inclusion/forms/bid-proposal-forms/ When on the aforementioned webpage, please click on the weblink called “MBE/WBE Inclusion Packet” to download and access the appropriate forms.

Offeror is responsible for verifying that each M/WBE to be used on a contract is certified by the DEI as of the proposal due date. The M/WBEs named must be certified to provide the services that they are listed to perform, and the services must be required as part of the work on this contract. A directory of certified M/WBEs is available online at https://cincinnati.diversitycompliance.com or at the offices of DEI.

TIMETABLE

Milestones for the process are: Date

1. Release of RFP

2. Deadline for written questions

3. Submissions Due in Bonfire

01/13/2026

01/27/2026

02/12/2026

LATE SUBMISSIONS WILL NOT BE ACCEPTED

QUESTIONS CONCERNING THE RFP

All questions or requests for clarification must be submitted in writing no later than January 27, 2026 at 12:00 pm ET. Questions and clarification requests may be emailed to the buyer of record indicated on the cover page of this RFP, or submitted through the Bonfire portal at https://cincinnati-oh.bonfirehub.com/. If emailing, please reference “RFQ265X901147 – Investment Advisory Services” in the subject field of the message. Questions received after the designated period may not be considered. Any response made by the City will be provided in writing via Addendum.

Offerors are strictly prohibited from contacting any other City employees or any third-party representatives of the City on any matter having to do with this RFP. All communications regarding this RFP must be made to the City’s contact person, or any other City representatives designated by the Chief Procurement Officer in writing.

PREVENTING UNFAIR COMPETITIVE ADVANTAGES

Fairness and transparency in the procurement process require that Offerors competing for a specific project do not derive a competitive advantage from having provided services related to the project/contract/work assignment in question. To that end, pursuant to Administrative Regulation No. 62 and the City’s RFP Manual, a firm, and each of its affiliates, hired to provide services for the preparation or implementation of a project shall be disqualified from any subsequent procurement solicitation to provide goods, works, or services resulting from or directly related to the firm’s services for such preparation or implementation, unless an exception is made by the City Manager in writing.

RFP SUBMISSIONS

The Offeror shall develop a written response to this RFP structured to comply with Section II of this RFP.

While each submission will be considered objectively, the city assumes no obligation to accept to take action on any submission. The City assumes no liability for any costs incurred in preparing or submitting any submission.

Responses to this RFP must be submitted through the City’s Bonfire portal at https://cincinnati-oh.bonfirehub.com/. Responses submitted by hard copy, mail, or e-mail will not accepted.

Important notes:

Logging in and/or uploading your file(s) does not mean your response is submitted. Offerors must successfully upload all file(s) and must click the submit button before closing time.

You will receive an email confirmation receipt with a unique confirmation number once you finalize your submission. This will confirm that you have successfully submitted your response.

If a requested file is mandatory, you will not be able to complete your submission until the requirement is met.

Uploading large documents may take time, depending on the size of the file(s) and your internet connection speed.

Please note the type (.doc, .pdf, etc.) and number of files (one only or multiple) allowed. The maximum file size for upload is 1,000 MB. Please do not embed any documents within your uploaded files as they will not be accessible or evaluated.

For technical questions or issues related to your submission, please contact Bonfire directly at support@gobonfire.com or 1 (800) 354-8010, ext. 2. The support team is available Monday-Friday, 8:00 a.m. – 8:00 p.m. ET. You can also visit their help forum at https://bonfirehub.zendesk.com/hc.

Submissions can be withdrawn at any time until the deadline date, at which time submissions will be considered firm and become the property of the City and will not be returned. Offeror must login to Bonfire to withdraw their submission through the system. If resubmitting, Offeror is responsible for submitting prior to the closing time and receiving a new email confirmation receipt. By responding to this RFP, Offerors waive any challenge to the City’s decisions.

PUBLIC RECORDS REQUIREMENTS

By submitting this response, Offeror acknowledges that the City is governed by the Ohio Public Records Laws.

Notwithstanding any statement to the contrary, the City’s handling of any confidentiality obligations is subject to the limitations of this paragraph. Offeror’s submission may be subject to disclosure under the Ohio Public Records Laws. The City shall have no duty to defend the rights of Offeror or any of its agents or affiliates in any records requested to be disclosed. Confidential proprietary material must be clearly identified by the Offeror as "trade secret" and easily separable from the rest of the submission. The Offeror recognizes and agrees that the City is not responsible or liable in any way for any losses that the Offeror may suffer from the disclosure of information or materials to third parties.

Upon receipt of a public records request for which any document clearly marked by Offeror as “Trade Secret” is responsive, the City will notify Offeror of its intent to release records to the requestor. Offeror shall have a maximum of five (5) business days beginning with the date it receives notification to respond to the City by either accommodating the requestor or pursuing legal remedies to stop the City’s release of requested information.

Said notification shall relieve the City of any further obligation under any claim of Offeror or any of its agents or affiliates in any jurisdiction in connection with the disclosure of such records. Offeror and its agents and affiliates shall have the right to pursue legal and/or equitable remedies to stop or limit disclosure at their sole expense.

SELECTION PROCESS

Selection of a preferred Offeror(s) and subsequent award(s) of contract(s) will comply with City Administrative Regulation No. 23 and the Cincinnati Municipal Code (CMC). The City will award a contract(s) to the successful Offeror(s) considering the total requirements for this procurement and what is “Most Advantageous to the City” in accordance with CMC Chapter 321.

The City’s Selection Committee will review and evaluate all properly submitted proposals that are received on or before the deadline. The Selection Committee will submit its finding to the Chief Procurement Officer as to which proposal(s) is/are “Most Advantageous” to the City taking into consideration price and evaluation factors set forth below. The Chief Procurement Officer will review the Selection Committee’s findings and will then submit a recommendation to the City Manager who will make the award for the City pursuant to CMC Section 321-65.

The City reserves the right to ask for additional information and clarification from or about any or all of the Offerors. The City may require selected Offerors to make an oral presentation of their submission.

PROCESS FOR ENTERING INTO AGREEMENT

The Offeror(s) whose submission(s) is/are found to be the "Most Advantageous" to the City of Cincinnati will be offered the opportunity to negotiate with the intent to enter into an Agreement with the City. The scope, terms and conditions of that Agreement shall be in substantial conformance with the terms, conditions and specifications described in this RFP and with the proposal that is submitted by the Offeror(s) whose submission(s) is/are found to be the "Most Advantageous" to the City.

Offerors should be prepared to begin contract negotiations upon submitting. If the Offeror is not able to begin contract negotiations, the City may disqualify that Offeror.

The City reserves the right to negotiate the Agreement to include any portion or portions of the services described in this RFP. The City reserves the right to reject any and all responses in total or by components.

The City reserves the right to make one total award, one award for each section, multiple awards, or a combination of awards, and to exercise its judgment concerning the selection of one or more submissions, the terms of any resultant agreement(s), and the determination of which, if any, submission(s) is/are Most Advantageous to the City, as a result of this RFP process.

ADDITIONAL INFORMATION

The City reserves the right to check all references furnished and consider responses received in determining the award.

The City reserves the right to perform investigations as may be deemed necessary by the City to assure that competent persons will be and are utilized in the performance of the Agreement and to verify the accuracy of the contents of proposals.

The City publishes information on the City of Cincinnati Internet web site at www.cincinnati-oh.gov, which includes the Cincinnati Municipal Code.

CONTRACTOR REGISTRATION

The Offeror awarded the contract shall be a registrant under Vendor Self Service (VSS) at time of award. Go to https://vss.cincinnati-oh.gov/vssprod/Advantage4 to register.

EQUAL EMPLOYMENT OPPORTUNITY

The Contractor shall be subject to the provisions of the City of Cincinnati Municipal Code Chapter 325, regarding Equal Employment Opportunity (EEO). The EEO Program requires the Contractor awarded the contract to complete and submit a DEI 147 form. The DEI 147 form is designed to provide an evaluation of the Contractor’s policies and practices relating to the extension of equal employment opportunity to all persons without regard to race, religion, color, sex, sexual orientation, gender identification, national or ethnic origin, age, handicap, or Vietnam military service.

Failure to comply with the City’s request for submission of the DEI 147 form within ten (10) days of the date of the request will be sufficient cause to reject the proposal due to the Contractor being nonresponsive.

AMERICANS WITH DISABILITIES ACT

The City of Cincinnati is committed to supporting the Americans with Disabilities Act. Please contact the City’s Office of Aging and Accessibility if you require any special accommodation.

CONTRACTOR’S COVENANT OF NON-DISCRIMINATION

Pursuant to the City of Cincinnati’s policy of non-discrimination, specifically in its purchasing and contracting practices and as a condition of contract award, we covenant, represent and warrant that:

We will not discriminate against small business enterprises on the basis of race, ethnicity, gender or disability in the process of contracting, subcontracting and purchasing;

We will use good faith efforts to promote opportunities for small business enterprises to participate in and compete for opportunities to the extent of their availability and capacity;

We will submit to ongoing monitoring by and submittal of reports to the City’s Department of Economic Inclusion;

We will submit to investigations and/or audits by the Department of Economic Inclusion in connection with routine monitoring or as a result of specific allegations of discrimination.

TAXPAYER IN GOOD STANDING

Vendors awarded a contract should be a Taxpayer in Good Standing with the City of Cincinnati. To verify your firm’s standing and receive a verification letter, contact the city’s Income Tax Division. The Taxpayer in Good Standing Request form can be found at https://docs.cincinnati-oh.gov/form/coc/TaxpayerGoodStanding. Please allow three (3) business days for processing after receipt of your request.

Section II – Content and Form of Submissions The Statement of Qualifications must be signed by a person who has legal authority to contractually bind the Offeror.

The Statement of Qualifications shall include, but is not limited to, the following:

1. Organization and Background

- Organization’s name, address, telephone and fax numbers, and federal identification number.

- Name, title, address, phone number and e-mail address of offeror’s primary contact person.

- Year established and any former name(s) of the firm; number of years firm has been doing business in the relevant areas; brief history of firm.

- One-page summary of the organization’s local office qualifications to perform the work.

2. Staffing

- Names of principals of the firm, and the principals in the local office. Include type and status of relevant professional license, registration, or certification held by the principals, name of the state in which the principals are registered or certified and for how long.

- Names of key local personnel, including managers and in-charge field personnel, relevant experience of each, and length of time with the firm. Include type and status of relevant professional license, registration, or certification held by the key personnel, name of the state in which the key personnel are registered or certified and for how long. Provide evidence of continuing education and/or current expertise in relevant function

- Please explain how the key personnel dedicated to our account would function. Will there be one individual or a team?

3. References/Clients

- References. Local references for local work performed by local staff preferred.

- Please provide list of similar clients like the city and your role.

- Attach a list of three references: contact name, address, telephone number.

4. Philosophy

- Please address your philosophy, process and experience in advising similar clients.

- Provide recommendations on the current Investment Policy.

- Provide recommendations on the current portfolio structure.

- Describe your firm’s philosophy and investment style.

- Describe your firm’s strategy for short-term investments and intermediate investments.

- Describe the ongoing daily investment procedures. Include procedures for trades, security selection, controls, etc. and how will you provide this to the city?

5. Manager Selection

- Describe your due diligence process for investment manager selection?

- What is the firm’s process for meeting and conducting on-site visits with investment managers?

6. Performance Measurement and Evaluation

- Describe how the firm monitors a client’s investment manager. Besides investment return, what key criteria does the firm consider?

- Describe the process the firm uses to calculate performance.

- Provide historical return and yield data and other performance statistics, over the past three years.

- Is the measurement calculated internally or do you use an outside vendor? If the firm uses an outside vendor, please identify the vendor.

- Are returns reconciled with the investment manager?

7. Reporting

- How soon after the end of the reporting period are performance reports made available?

- Can reports be customized?

- Please provide sample performance reports.

8. Additional Services

- What additional services can you offer the city to help meet fiduciary responsibilities.

9. Fees Proposal

- The response shall include all fees, costs, and prices associated with the services requested.

Fees should be independent of portfolio size and activity levels. Provide retainer or per project fee structure. What additional cost would be required in order to implement your investment services?

10. Investment Policy

- Completed Investment Policy Certification form.

11. Describe any SEC censure or litigation involving your firm or its employees at any time.

12. Economic Inclusion (1 page limit) – Provide a statement indicating whether the Offeror is a City of

Cincinnati Department of Economic Inclusion Certified S/M/WBE or is partnered with such a firm.

13. Required and Miscellaneous Forms – Offeror must submit all required forms as indicated in Section III of this RFP.

14. Exceptions – Offeror must include a statement indicating compliance with the Terms and Conditions presented in all sections of this RFP or any exceptions.

SECTION III – REQUIRED FORMS

Failure to submit all required forms may result in your submission being deemed non-responsive and not scored.

ATTACHMENT 1 – Offeror Corporate and Contact Information o REQUIRED WITH SUBMISSION

ATTACHMENT 2 – Affidavit of Accuracy and Signature Page o REQUIRED WITH SUBMISSION

ATTACHMENT 3 – Subcontracting Outreach Program o OPTIONAL WITH SUBMISSION o The “No Goals Inclusion Packet” which includes the applicable forms to be completed and included with the proposal is available at the following webpage: https://www.cincinnati-oh.gov/inclusion/forms/bid-proposal-forms/ . When on the aforementioned webpage, please click on the weblink called “No Goals Inclusion Packet” to download and access the appropriate forms.

ATTACHMENT 4 – Equal Employment Opportunity (EEO) Form (DEI147) o REQUIRED WITH SUBMISSION. A copy of the form is available at the following webpage:

https://www.cincinnati-oh.gov/inclusion/forms/equal-employment-opportunity-forms/ .

SECTION IV TO RFQ265X901147

CONTRACT TERMS AND CONDITIONS

SCOPE OF SERVICES

Contractor shall, in a satisfactory and proper manner as determined by the City Manager of the City, perform all the necessary services under this Agreement in connection with the purpose of the project as outlined by the <Department Name> in its Request for Proposals. Contractor shall perform the services as outlined in Exhibit A attached hereto and made a part hereof. Contractor warrants that the Services shall be performed in a good, timely, and professional manner by qualified staff and in accordance with generally accepted professional practices. The Contractor further warrants that the design and recommended solution are workable and capable of meeting the objective and purpose of the project as described in this Agreement.

METHOD OF PAYMENT

A. Method of Payment. Any payments from the City specified in this Agreement, including any periodic installment payments, will be contingent upon performance of contractual obligations to date and the submission by Contractor of an original, detailed invoice on company letterhead specifying that the required services have been performed, accompanied by receipts, invoices, reports, statements, or any other supporting information as required by the City to document entitlement to payment. Failure to satisfactorily meet any one of the Agreement obligations by Contractor may result in the City not approving periodic payments to Contractor and/or filing liens as may be necessary against Contractor's assets or future assets until Contractor satisfactorily fulfills its obligations under the Agreement or satisfactorily reimburses the City for any prior payments.

B. Prompt Payment System. This Agreement is subject to, and Contractor shall comply with, the provisions of Chapter 319 of the Cincinnati Municipal Code that provide for a Prompt Payment System.

SUBCONTRACTS, SUCCESSORS, AND ASSIGNS

A. Subcontracts. Contractor agrees that none of the work or services covered by this Agreement, except as otherwise expressly authorized herein, shall be subcontracted without the prior written approval of the City. Forms to request approval for the use of subcontractors are available for download at:

https://www.cincinnati-oh.gov/inclusion/forms/subcontractor-utilization-forms-for-post-award-use/ and must be submitted and approved before subcontractors are authorized to begin work. The City has no obligation to pay Contractor for any work or services performed by a subcontractor prior to the City’s written approval of that subcontractor. In the event Contractor employs a subcontractor without first securing the required approval of the subcontractor by the City, the City shall have the right to stop payment to Contractor or to withhold any monies due Contractor until the subcontractor is approved. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement.

B. Use of Debarred Subcontractors Prohibited. The City maintains a list of Vendors Debarred from

Contracting or Subcontracting with the City, which may be accessed at: http://www.cincinnati-oh.gov/purchasing or may be furnished in other form upon request. The City will not contract with any firm or person on the list. It is Contractor’s responsibility to verify that each subcontractor it proposes to use is an eligible firm or person. The City will not approve a subcontractor whose name appears on the list. The City shall neither accept nor be liable for any increase in costs, or other expenses, delay, loss, or subsequent ineligibility to contract with the City incurred by a contractor as a result of the City rejecting any proposed person, firm, partner, principal, affiliate, subcontractor or supplier that is debarred or suspended after the submission of a bid, proposal, or other communication leading to a contract, but before the approval or award of the contract.

C. Assignment. Contractor shall not assign or transfer Contractor's interest in this Agreement without the prior written consent of the City.

COMPLIANCE WITH LAWS, REGULATIONS, AND PROGRAMS

A. Generally. Contractor, in the performance of services under this Agreement, shall comply with all applicable statutes, ordinances, regulations, and rules of the federal government, the State of Ohio, the County of Hamilton, and the City of Cincinnati, including COVID-19 policies currently in effect and as amended from time-to-time during the initial term and any renewal terms of this Agreement.

B. Equal Employment Opportunity Program. This Agreement is subject to, and Contractor shall comply with, the City’s Equal Employment Opportunity Program contained in Chapter 325 of the Cincinnati Municipal Code. Said chapter is hereby incorporated by reference into this Agreement.

C. Small Business Enterprise and Local Business Enterprise Programs.

1. This Agreement is subject to, and Contractor shall comply with, the provisions of the Small Business

Enterprise and Local Business Enterprise Programs contained in Chapter 323 of the Cincinnati Municipal Code. Section 323-99 of the Cincinnati Municipal Code is hereby incorporated into this Agreement.

2. Details concerning this program can be obtained from the Department of Economic Inclusion, Two Centennial Plaza, 805 Central Avenue, Suite 610, Cincinnati, Ohio 45202, (513) 352-3144.

3. The City has an aspirational goal that 30% of its total dollars spent for construction and 15% of its total dollars spent for supplies/services and professional services be spent with Small Business Enterprises (SBEs), which include SBEs owned by minorities and women. If Contractor is authorized by the City to subcontract any work under this Agreement, Contractor will utilize its best efforts to meet those goals by subcontracting with SBEs certified by the City who will be performing a commercially useful function under this Agreement.

4. A list of certified firms may be obtained from searching the City’s Certified Directory, a link to which is included on the Department of Economic Inclusion’s webpage (https://www.cincinnati-oh.gov/inclusion/). Contractor may refer firms interested in consideration for certification eligibility to the on-line application at:

(https://cincinnati.diversitycompliance.com/FrontEnd/StartCertification.asp?TN=cincinnati&XID =7672).

5. Contractor shall utilize best efforts, as defined in the Rules and Regulations adopted under Chapter 323, to recruit and maximize the participation of all qualified segments of the business community in supplies and subcontracting work, including the utilization of small, small local, emerging local, minority, and women business enterprises.] /Applies if no MBE, WBE, SLBE or ELBE goal has been established.\

6. If Contractor hires or engages another party who then subcontracts work under this Agreement, Contractor agrees to include in its contract with such party a requirement that said party take the affirmative steps required by the Rules and Regulations adopted under Chapter 323 when advertising and awarding such subcontracts.

D. Subcontracting Reporting

1. Prior to commencement of work or services under this Agreement, Contractor shall provide to the

City, through the Department of Economic Inclusion, a subcontractor approval request (Form 2004) or professional services subcontractor approval form, as determined by the Department of Economic Inclusion, for each subcontractor Contractor proposes to utilize, providing information as to owners, dollar value of the contract or subcontract, and other information that may be deemed necessary by the City Manager. The form can be obtained from the Department of Economic Inclusion website at https://www.cincinnati-oh.gov/inclusion/forms/subcontractor-utilization-forms-for-post-award-use/.

2. If Contractor subcontracts any work under this Agreement as provided herein, Contractor shall report, not later than the 15th of each month, all payments made to subcontractors during the immediately preceding month through the City’s online reporting site, generally referred to as VCCS, or any successor site or system the City uses for this purpose. Prior to utilizing any subcontractors, Contractor shall contact the Department of Economic Inclusion to obtain instructions, the proper internet link, login information, and password to access the site and set up the necessary reports.

3. Contractor periodically must document its best efforts and affirmative steps to meet the contract participation goals set forth in this Agreement, by providing notarized affidavits executed in a form acceptable to the City, submitted upon the written request of the City. The City may review records and documentation relevant to the affidavits. If affidavits are found to contain false statements, the City may prosecute Contractor pursuant to Section 2921.12 of the Ohio Revised Code.

4. If Contractor does not purchase supplies or enter into subcontracts for the performance of services or construction of improvements under the contract, the subcontracting reporting requirements of this section do not apply.

E. Use of Nonfranchised Commercial Waste Haulers Prohibited. The City requires that persons providing commercial waste collection services (as that term is defined under Cincinnati Municipal Code Chapter

730) within the City obtain a franchise, and the City maintains a list of franchised commercial waste haulers. If the services provided by Contractor include construction or demolition or the services are related to waste collection, Contractor is prohibited from using or hiring a nonfranchised commercial waste hauler to provide commercial waste collection services in connection with the performance of this Agreement, and Contractor is responsible for ensuring that any commercial waste collection services provided in connection with the performance of this Agreement are provided by a franchised commercial waste hauler. Questions related to the use of commercial waste franchisees can be directed to, and a list of current franchisees can be obtained from, the City’s Office of Environment & Sustainability by calling (513) 352-3200.

F. Living Wage Provisions.

1. This Agreement may subject to, and in such case Contractor shall comply with, the Living Wage provisions found in Chapter 317 of the Cincinnati Municipal Code. The provisions require that, unless specific exemptions apply or a waiver is granted, all employers (as defined) under service contracts with the City shall pay a minimum wage to employees (as defined) of $19.27 per hour for full-time employees (as defined), $15.05 per hour for part-time employees (as defined) provided with health benefits (as defined) by their employer, or $16.99 per hour for part-time (as defined) who are not provided health insurance (as defined) by their employer. Such rate shall be adjusted annually pursuant to the terms of the Municipal Code.

2. The requirements of this provision apply to Contractor as well as any subcontractors performing services under this Agreement. Language indicating the subcontractors’ agreement to comply with this provision shall be included in the contracts between Contractor and its subcontractors. A copy of such subcontracts or other such agreements shall be submitted to the City.

3. Under the Living Wage provisions, the City shall have the authority, under appropriate circumstances, to terminate this Agreement and to seek other remedies.

G. Wage Enforcement.

1. If Contractor is providing services valued in excess of $25,000 and related to construction or real estate development, this Agreement is subject to the Wage Enforcement provisions of the Cincinnati Municipal Code. These provisions require that any person who has an agreement (as defined in section 326-2-A2 of the Cincinnati Municipal Code) with the City or with a contractor or subcontractor of a person who has an agreement with the City shall report all complaints or adverse determinations of Wage Theft and Payroll Fraud (as defined in Chapter 326 of the Cincinnati Municipal Code) against the person, contractor, or subcontractors to the Department of Economic Inclusion within 30 days of notification of the complaint or adverse determination.

2. Contractor is required to include provisions in solicitations and contracts regarding a development site that all employers, contractors or subcontractors performing or proposing to perform work on a development site provide an initial sworn and notarized “Affidavit Regarding Wage Theft and Payroll Fraud” on a form prescribed by the City Manager or the City Manager’s designee and, within 30 days of an adverse determination or complaint of wage theft or payroll fraud, shall provide an “Amended Affidavit Regarding Wage Theft and Payroll Fraud” on a form prescribed by the City Manager or the City Manager’s designee.

3. Contractor is required to authorize, and does hereby specifically authorize, any local, state or federal agency, court, administrative body, or other entity investigating a complaint of Wage Theft or Payroll Fraud against the person (collectively “investigative bodies”) to release to the City’s Department of Economic Inclusion any and all evidence, findings, complaints, and determinations associated with the allegations of Wage Theft or Payroll Fraud upon the request of the City and further authorizes such investigative bodies to keep the City advised regarding the status of the investigation and ultimate determination. If the investigative bodies require the person, contractor, or subcontractor to provide additional authorization on a prescribed form or in another manner, the person, contractor, or subcontractor shall be required to provide such additional authorization within 14 days of a request by the City.

4. Contractor shall include in its contracts with all subcontractors language that requires the subcontractors to provide the authorizations set forth in section 5.G.3. above and further requires each subcontractor to include in its contracts with other subcontractors those same obligations for each subcontractor and each lower tier subcontractor.

5. Contractor shall post a conspicuous notice on the development site throughout the entire period work is being performed pursuant to this Agreement indicating that the work being performed is subject to Cincinnati Municipal Code Chapter 326, Wage Enforcement, as administered by the City of Cincinnati Department of Economic Inclusion. Such notice shall include contact information for the Department of Economic Inclusion as provided by the department.

6. Under the Wage Enforcement provisions of Chapter 326, the City shall have the authority, under appropriate circumstances, to terminate this Agreement and to seek other remedies.

H. OhioMeansJobs Cincinnati-Hamilton County (fka SuperJobs Center) Employment Postings Per Ordinance No. 238-2010. If this Agreement includes the provision of construction services, this Agreement is subject to the OhioMeansJobs Cincinnati-Hamilton County (fka SuperJobs Center) Employment Postings requirement established in Ordinance 238-2010 as follows: To the extent allowable by law, Contractor shall use its best effort to post available employment opportunities within Contractor’s organization or the organization of any subcontractor working with Contractor with the OhioMeansJobs Cincinnati-Hamilton County, 1916 Central Parkway, Cincinnati, Ohio 45202, through its Business Services Unit Manager at (513) 946-7200.]

CERTIFICATION AS TO NON-DEBARMENT

Contractor certifies that neither Contractor nor Contractor’s principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the transaction covered by this Agreement. Contractor acknowledges and agrees that Contractor or Contractor’s principals is/are presently debarred then Contractor shall not be entitled to compensation under this Agreement and that Contractor promptly shall return to the City any funds received pursuant to this Agreement. In such event, any materials received by the City pursuant to this Agreement shall be retained as liquidated damages.

CONTRACTOR'S INSURANCE AND INDEMNIFICATION

A. Workers’ Compensation. Contractor shall secure and maintain such insurance as will protect Contractor from claims under the Workers’ Compensation Laws.

B. General Liability Insurance. Contractor shall secure and maintain such general liability insurance as will protect Contractor from claims for bodily injury, death, or property damage which may arise from the performance of Contractor's services under this Agreement, with a combined single limit for bodily injury and property damage liability of a minimum of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. The City shall be named as an additional insured and the policy shall contain a waiver of subrogation in favor of the City.

C. Professional Liability/Errors and Omissions Insurance. Contractor shall secure and maintain during the entire Agreement period professional liability or errors and omissions insurance, as applicable, with a combined single limit of a minimum of $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate with a maximum deductible not to exceed $25,000.00 for each occurrence. If Contractor's policy is a claims-made rather than an occurrence policy, Contractor shall ensure the policy includes coverage for Services rendered under this Agreement retroactive to the Effective Date of this Agreement, and Contractor shall maintain such coverage in full force and effect for a period of four years following the expiration or termination of this Agreement. The City shall be named as an additional insured and the policy shall contain a waiver of subrogation in favor of the City.

D. Automobile and Umbrella Insurance. Contractor shall secure and maintain during the entire Agreement period such automobile liability insurance as will protect Contractor from claims for bodily injury, death, or property damage which may arise from the operation of a motor vehicle in the performance of Contractor's services under this Agreement. The policy shall include individual coverage for bodily injury or death in an amount not less than $100,000.00 per person and $300,000.00 per accident and property damage liability of a minimum of $100,000.00 per occurrence. In addition, Contractor shall secure and maintain during the entire Agreement period an umbrella liability insurance policy with a minimum of $1,000,000.00 of coverage. The City shall be named as an additional insured on both policies, and each policy shall contain a waiver of subrogation in favor of the City.

E. Proof of Coverage. Contractor shall furnish the City with Certificates of Insurance or other verification satisfactory to the City certifying that the insurance policies and amounts required by this Agreement are in effect as required. Such certificates shall include a notice of cancellation clause that requires notification of cancellation to be sent to the City.

F. Notice of Cancellation. Contractor shall notify the City in writing at least 90 days prior to Contractor’s cancellation of any insurance policy. Contractor shall notify the City in writing within five days of notice from the insurer of insurer’s intent to cancel or not renew any policy required under this Agreement.

G. Indemnification of the City. Contractor shall indemnify, defend, and save the City and its officers, agents, and employees harmless from and against any and all losses, damages, settlements, costs, charges, professional fees, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind and character in connection with or arising directly or indirectly out of errors or omissions or negligent acts by Contractor including by Contractor’s employees and agents in the performance of this Agreement.

TERMINATION; NON-PERFORMANCE

A. Termination by the City The City may terminate this Agreement at any time for any reason upon seven days’ written notice to Contractor. In the event of termination of this Agreement, Contractor shall be paid Contractor’s compensation for services satisfactorily completed up to the termination date as determined in accordance with Exhibit B attached hereto.

B. Termination for Non-Performance

1. If through any cause, Contractor shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if Contractor shall violate any of the covenants or agreements of this Agreement, all finished or unfinished documents, data, studies, reports, and/or information prepared by Contractor under this Agreement shall, at the option of the City, become the City’s property.

2. In the event of termination due to the fault of Contractor, Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by Contractor, and the City may withhold any payments otherwise due but not yet paid to Contractor for the purpose of set-off until such time as the exact amount of damages due the City from Contractor is determined.

The City reserves the right to use any other legal or financial remedies to recover all or part of the City’s prior payments to Contractor if the damages sustained by City as a result of Contractor’s default are greater than may be satisfied through setoff. The City also reserves the right in the event of non-performance of this Agreement to prohibit or limit any future contractual relationships with Contractor, either directly or indirectly.

C. Alternatives to Termination. In the event Contractor fails to fulfill the terms and conditions of this

Agreement in a timely and diligent manner, the City reserves the right, at its sole option, as an alternative to termination of the Agreement, to reduce the services required herein of Contractor and to reduce the projected budget in a manner which reflects such a reduction, by giving notice of such in writing, stating the date such reduction will become effective.

D. Termination Under Cincinnati Municipal Code Section 301-3. Contractor specifically acknowledges that Section 301-3 of the Cincinnati Municipal Code requires the City to annually review the performance of the financial institutions holding City funds in connection with their compliance with the Community Reinvestment goals of the City. If Contractor is a financial institution, the failure of Contractor to be recommended for continued deposit of City funds by the Committee on Reinvestment will be cause for termination of this Agreement.

OWNERSHIP OF PROPERTY

Contractor agrees that at the expiration or in the event of any termination of this Agreement that any memoranda, maps, drawings, working papers, reports, data, and other similar records or documents created, collected, or produced in connection with this Agreement shall become the property of the City, and Contractor shall promptly deliver such items to the City. Contractor promptly shall provide to City, in a format readable by software not proprietary to Contractor, all computer data and information Contractor created, collected, or organized while performing the services. Contractor may retain copies for its records.

CONFLICT OF INTEREST

A. Disclosure. Contractor hereby covenants that it has disclosed any information that it possesses about any business relationship or financial interest that said Contractor has with a City employee, a business owned by such an employee, or any business relationship or financial interest that a City employee has with Contractor or in Contractor’s business.

B. Employee or Agent of City. Contractor agrees that no officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the services under this Agreement, nor any immediate family member or close business associate of such officer, employee, or agent of the City, or any organization which is about to employ any such person, shall have any personal financial interest, direct or indirect, in Contractor or in this Agreement, and Contractor shall take appropriate steps to assure compliance with this provision.

C. Subcontractors. Contractor agrees that it will not contract with any subcontractor in which it has any personal financial interest, direct or indirect. Contractor further covenants that neither it nor any of its contractors or subcontractors shall employ any person in the performance of this Agreement in violation of this Section.

INDEPENDENT CONTRACTOR

Contractor shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the City. Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be construed as creating a partnership or joint venture between the City and Contractor.