Regional Commuter Survey_ RFP.pdf

REQUEST FOR PROPOSALS

Atlanta Regional Commuter Survey

Introduction and Background

The Atlanta Regional Commission (ARC) is seeking proposals from firms or teams of firms experienced in designing, executing, analyzing, and reporting on large scale behavior and opinion-based surveys covering the working age population of metropolitan areas comparable to the 20-county area of Metro Atlanta.1

The Atlanta Regional Transportation Demand Management (TDM) Program consists of marketing, outreach to commuters and organizations, and a suite of commuter incentives undertaken by Georgia Commute Options (GCO)2, which operates as the regional TDM brand, and six local Transportation Management Associations (TMAs) operating within specific employment centers.3 The primary goal of the Regional TDM Program is to spread peak period congestion, decrease the share of SOV trips, reduce vehicle miles traveled (VMT), and reduce emissions throughout the 20-county Atlanta region.

The Regional Commuter Survey (RCS) functions to support the work of this program by providing a statistically significant snapshot of commuter behavior within the 20-county Atlanta region, including, but not limited to: the types of transportation used and their frequency of use, commute distance and time, and perceived difficulty or satisfaction with one’s commute. In addition, the RCS collects commuter opinion regarding travel issues and their awareness the Atlanta Regional TDM Program, the services it provides to assist them, and travel options in general. The results of the RCS are critical in informing the marketing and outreach work conducted by GCO and the six TMAs. Previous iteration of the RCS were conducted in 2007, 2010, and 2014, and 2019.

ARC intends to award a contract to one consultant or a team of consultants who will serve to design, execute, and report on a new iteration of the Regional Commuter Survey, with direct oversight by ARC staff. The consultant will also work in conjunction with Atlanta Regional TDM Program outreach/marketing teams and relevant stakeholders to collect feedback for survey design and to report out results.

ARC intends to award an 18-month contract, with work to begin on July 1, 2024 and conclude by December 31, 2025. It is anticipated that available funds for the project will be up to $500,000.

1 These counties currently include: Barrow, Bartow, Carroll, Cherokee, Clayton, Cobb, Coweta, DeKalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett, Hall, Henry, Newton, Paulding, Rockdale, Spalding, and Walton.

2 Interested parties can find information related to the Georgia Commute Options program by visiting http://www.gacommuteoptions.com.

3 The six TMAs are: Midtown Transportation (MT), operating in midtown Atlanta; Livable Buckhead (LBI), operating in Atlanta’s Buckhead neighborhood; Perimeter Connects (PC), operating in the perimeter center area; Atlantic Station Access and Mobility Program (ASAP), operating in Atlanta Station; Aero, operating at Hartsfield-Jackson International Airport; and Clifton Corridor Transportation Management Association (CCTMA), operating in and around the Clifton Road corridor, by Emory University.

http://www.gacommuteoptions.com/

The funding for this work is provided through a federal-aid program, Congestion Mitigation and Air Quality (CMAQ) and state matching funds provided by the Georgia Department of Transportation. Applicants interested in providing services described in this request must comply with the requirements described herein and requirements governing the use of CMAQ funds. All documentation associated with CMAQ funding must be retained by the Awardee for seven (7) years without exception.

Please note that contract award for this work is contingent upon ARC receiving adequate funding for this purpose from the Georgia Department of Transportation (GDOT).

Funding Limitations and Prohibitions

The intended purpose of these funds is described in federal guidelines (2 CFR, Part 225) and has been further interpreted by the Georgia Division of the Federal Highway Administration (FHWA) and the Georgia Department of Transportation (GDOT).

Funding is intended to cover prudent and reasonable labor expenses required to increase the efficiency and efficacy of the regional TDM program and thus the use of alternatives from the single occupancy vehicle, to provide deliverables desired for the state, and must adhere to government standards of reasonableness. All recipients are subject to audits at GDOT’s request.

GDOT retains the right to request adherence to additional requirements as needed.

Funding available for this project is provided using Congestion Mitigation and Air Quality Improvement (CMAQ) funds and State funds provided by GDOT.

Available funds will be allocated to the proposal demonstrating prudent, reasonable labor efforts that are efficient and offer cost-effective results. The results of these efforts must evaluate the efficiency and effectiveness of the Atlanta regional TDM program in creating changes in travel behavior. These changes are designed to result in measurable and reportable increases in the number of commuters using alternative modes, with reductions in both vehicle miles traveled (VMT), PM 2.5 and emission precursors for ozone.

Furthermore, expenditures must be reasonable, prudent, transparent, follow contract requirements, and be fully substantiated by documentation retained by the awarded qualified contractor.

The activities described below are not authorized:

1. Labor or activities not directly related to the approved Regional TDM activities.

2. Labor for activities directed at carbon footprint assessment, LEED, and/or other programs and/or program elements as identified.

3. Labor for activities considered to be entertainment.

4. Purchase of food and/or beverages.

Proposal Requirements & Timeline

All dates are tentative, provided for planning purposes, and subject to change. ARC anticipates that a contract will be awarded in June 2024. All work activities must be completed by December 31, 2025. The successful firm or team of firms should be prepared to begin work on July 1, 2024, ARC reserves the right to award all or part of the available funds for this project.

Proposals must include the following information:

1. Name of the lead firm and any sub-consultants.

2. The point of contact (name, title, phone number, mailing address, and email address) at the lead firm.

3. Description of relevant experience on projects of this type.

4. Qualifications and technical competence of consultant/or sub-consultants in the type of work required.

5. Description of experience on similar projects including a list of at least three references within the past five years, with current contact information.

6. Listing of key project personnel and their qualifications and roles related to the project.

7. The address of the consultant’s office performing the work.

8. A detailed description of the technical approach proposed for the accomplishment of the work described in Exhibit A.

9. A proposed schedule and work plan for the accomplishment of the work described in Exhibit A. The work plan should include estimated hours by category for each task identified in Exhibit A. Use the format at Exhibit B-1 for the estimated hours per task.

10. A proposed project budget in the format of Exhibits B and B-1 to this RFP.

11. A DBE Utilization Plan in the format at Exhibit C.

12. Provide your firm(s) latest financial statements or audited financial statements.

13. Completed contract forms in Exhibit D.

14. Any other pertinent information.

The review of written proposals and interviews will be based on the following evaluation criteria, with the relative weights in parentheses:

1. Related experience, qualifications, and references of the firm or project team (40%)

2. Technical approach (40%)

3. Work plan and schedule (10%)

4. Proposed budget (10%)

If your firm does not wish to propose on the project, please notify ARC as soon as possible. A negative response will not prejudice the consideration of your firm in competition for future ARC contracts.

However, failure to respond either positively or negatively will be considered a lack of interest and your firm’s name may be deleted from the agency’s prospective consultant file.

It is the policy of ARC that Disadvantaged Business Enterprises (DBEs) (49 CFR Part 26) have the maximum opportunity to participate, either as contractors or as subcontractors, in the performance of Commission contracts to the extent practical and consistent with the efficient performance of the contract. ARC’s current DBE goal is 17.61%. Information regarding ARC’s DBE Program can be found at https://atlantaregional.org/about-arc/business-services-finance/arc-business-opportunities/ .

Additional information should not be required to respond to this RFP. However, questions should be submitted by email to Kurl Gustave-Cason at kcason@atlantaregional.org no later than 5:00 pm on Wednesday, April 24, 2024. All questions received, and responses to those questions will be posted on the ARC website by 5:00 pm on Tuesday, April 30, 2024.

Interested firms must do the following:

1. Notify ARC by 5:00pm on Thursday, May 16, 2024 if they intend to submit a proposal. ARC will email each interested firm or team of firms individually a link to a secure and confidential portal to upload the proposal.

2. Interested firms should email Kurl Gustave-Cason at kcason@atlantaregional.org by 5:00 Thursday, May 16, 2024 to receive the link to the portal.

3. Submit one copy through the secure and confidential portal set up for each interested firm.

The proposal must be in either Microsoft Word or PDF format.

Proposals are due no later than noon on Monday, May 20, 2024.

Proposals shall not exceed a total of 25 pages (8.5 x 11, front and back of sheet counted as two pages), inclusive of resumes and firm experience. Covers, end sheets, and an introductory letter shall not count against this maximum.

Font size shall be a minimum of 11 point in all cases.

If interviews are necessary, the short-listed firms will be invited to participate in an interview process with an evaluation committee, to be scheduled the week of June 3, 2024, tentatively.

ARC reserves the right to award this contract based on initial proposals received without formal interviews and to award all or part of this project to one or more firms.

https://atlantaregional.org/about-arc/business-services-finance/arc-business-opportunities/ mailto:kcason@atlantaregional.org mailto:kcason@atlantaregional.org

SUMMARY TIMELINE

RFP posted Wednesday, April 17, 2024 Questions Due Wednesday, April 24, 2024 Question and Answers Posted online Tuesday, April 30 2024 Proposals due Monday, May 20, 2024 Interviews conducted The week of June 3, 2024 Contract awarded Mid-Late June, 2024 Work Start Date July 1, 2024 Work completed December 31, 2025

Applicants interested in providing services described in this request must comply with the requirements described herein and requirements governing the use of CMAQ funds. All documentation associated with CMAQ funding must be retained by the Awardee for seven

(7) years without exception.

RESTRICTION OF COMMUNICATION

From the date of the advertisement of the solicitation through contract award and selection is announced, respondents are not allowed to communicate about this solicitation or scope with any staff of ARC, except for submission of questions as instructed in the RFP or as provided by any existing work agreement(s). Violation of this provision, ARC reserves to right to reject the submittal of the offending respondent.

CONFIDENTIALITY AND CONFLICT OF INTEREST

ARC is subject to the Georgia Open Records law. All proposals submitted will become public records to be provided upon request. Any information containing trade secrets or proprietary information, as defined by state law, must be marked as confidential to prevent disclosure. Confidential markings must be limited to the protected information. Entire proposals marked confidential will not be honored. Additionally, conflicts of interest are governed by the ARC Standards of Ethical Conduct available here: Standards of Ethical Conduct. Respondents must disclose any potential conflicts of interest that may arise from the provision of services described herein. Such disclosure should include the name of individual(s) with whom there is a conflict, any relevant facts to the potential conflict, and a description of the internal controls proposed to mitigate any such conflict.

ARC’s Staff Legal Counsel will determine whether such disclosure presents a potential organizational conflict of interest that should preclude award to the respondent.

https://cdn.atlantaregional.org/wp-content/uploads/arc-standards-of-ethical-conduct.pdf

EXHIBIT A

PROPOSED SCOPE OF WORK

The respondent should provide a detailed description of the technical approach proposed for the accomplishment of all tasks listed below, which should be based on the respondent’s experience with similar project and/or knowledge of relevant best practices.

Task 1: Survey Design and Methodology

The consultant will design and create a statistically significant survey of the adult, working age population residing in the 20-county Atlanta region regarding commute behavior and opinion/knowledge of the Atlanta Regional TDM Program and the services it provides. The relevant sub-tasks include:

1. Working with ARC staff to design and create a region-wide, statistically significant Regional Commuter Survey, including a set of questions to determine the level of awareness of the GCO brand. The survey should follow previous iterations of the Regional Commuter Survey as closely as possible to allow for the analysis of long-term trends. However, certain changes will be necessary to update the previous iteration of the survey questionnaire, and it will be the responsibility of the contractor to lead this work and make recommendations for possible edits, additions, and updates.

• Deliverable: An updated version of the RCS.

2. Determining the best methodology for structuring, launching, distributing, and executing the Regional Commuter Survey, with the goal of achieving statistical significance for the populations listed below. ARC remains agnostic regarding the methodology used to successfully execute the survey and it is up to the consultant to propose the methodology or methodologies that they believe will be achieve ARC’s goals. The target populations for statistical significance are: 1) Employed, working-age adults living within the 20-county Atlanta region; 2) Employed, working-age adults living in each of the 20 counties that make up the Atlanta region; and 3) Employed, working-age adults with their primary work location in each of the six TMA territories.

• Deliverable: A final methodology plan document outlining the chosen approach to executing the RCS.

Task 2: Survey Execution and Data Collection

The consultant will conduct and manage the execution and completion of the Regional Commuter Survey. The relevant sub-tasks include:

1. Programming the developed questionnaire into the chosen survey tool/platform, which will be acquired and managed by the consultant. Survey programming will include a URL redirect from chosen website name to the survey and a web-based link redirecting the respondent to the Georgia Commute Options website when the survey is completed.

ARC remains agnostic about the survey tool/platform used to host the survey and it is up to the consultant to make recommendations regarding this decision.

• Deliverable: A programmed RCS within the selected survey tool/platform.

2. Conducting a pre-test of the programmed questionnaire, monitoring results, and assisting respondents as needed. The consultant will use the pre-test analysis results to make any necessary changes or adjustments to the programmed questionnaire.

• Deliverable: A presentation of survey pre-test results to ARC and any necessary adjustments or changes to the programmed questionnaire.

3. Preparing staff who will assisting respondents for the address-based survey mail out.

• Deliverable: A FAQ document for survey staff.

4. Conducting QA/QC-related tasks throughout the stages of the survey. This includes, but is not limited to, monitoring completed surveys by designated target populations and closing quotas when filled, making adjustments to distribution to meet quotas in target areas, and answering respondent questions as they come in.

5. Handling all costs and procurements associated with the distribution of the RCS. ARC remains agnostic regarding the chosen methodology for survey distribution and it is up to the consultant to make recommendations regarding these aspects of the survey’s execution.

6. Processing survey responses once the RCS is officially closed, producing a draft frequency showing summarized responses for all questions, as well as a write-up of survey methods.

• Deliverable: A survey technical report and unweighted data file.

7. Handling all aspects of survey incentive design, winner selections, and payouts, including the purchase of incentives. ARC remains agnostic regarding the approach to incentives and the amount of incentives offered and it is up to the consultant to make recommendations for what they think will be the best approach.

Task 3: Survey Analysis, Interpretation, and Reporting

The consultant will produce a final report on the results of the Regional Commuter Survey, both quantitative and qualitative in nature, the latter aspect of which should describe the state of commuting in the region and compare it to previous years based on results from prior surveys.

The final report will include recommendations for TDM outreach and marketing efforts based on the analysis of survey results, including a break-down of sub-populations within the region, both geographic and demographic. The consultant will also design and create a publicly facing dashboard to accompany the final report, as well as a set of summary reports for each of the six TMA territories. Finally, the consultant will prepare and make available a publicly available data set of the survey responses. The relevant sub-tasks include the creation and delivery of the following:

1. Final RCS Report: a final report on the results of the Regional Commuter Survey, both quantitative and qualitative in nature, the latter aspect of which should describe the state of commuting in the region and compare it to previous years based on results from prior surveys. The final report will include recommendations for TDM outreach and marketing efforts based on the analysis of survey results, including a break-down of sub-populations within the region, both geographic and demographic. This report should be in a digital and printable format. Additionally, the contractor will create a thorough presentation slide deck to accompany and summarize the final RCS report.

2. TMA Reports: a set of final reports on the results of the Regional Commuter Survey for each TMA territory, reflecting the population employed within those territories.

Reports should be both quantitative and qualitative in nature, the latter aspect of which should describe commuting behavior to and from each TMA territory and compare it to previous years based on results from prior surveys. These reports are not expected to be as detailed as the primary final report, but the contractor will still be required to create a presentation slide deck to accompany each of the TMA reports.

3. Public-facing Dashboard: a web-based dashboard that highlights the main results and findings of the RCS. This dashboard should be engaging, interactive, and easy to navigate and understand.

4. Publicly Available Data: this data set should be as close to the raw data as possible, as it is meant for researchers who intend to utilize the data, while allowing for adjustments for respondent anonymity and any weighting used to produce the final report. It should include a guide/dictionary explaining any coding in the data and any weighting that was done.

General Terms and Conditions

This program is contingent upon GDOT receiving CMAQ funds through the FHWA, and ARC receiving funds from GDOT. ARC reserves the right to reject any and all submittals, to withdraw this Request for Proposals, to withdraw from contract negotiations, and/or to re-issue this Request for Proposals at a later time.

The Applicant is required to have experience, skills and a level of knowledge of TDM issues in the area to be served. To maintain continuity with existing employer services efforts, the Applicant must have demonstrated, documented expertise in sales, marketing, outreach and educational efforts.

EXHIBIT B

Proposed Project Budget – Calendar Year 1

1. Direct Labor Estimated Hours Rate/Hour Total Est. Cost

(List by position all professional personnel participating in the project)

Total Direct Labor $__________

2. Overhead Cost

(2 CFR Part 225 and A-122) (Overhead percentage rate) X (Total Direct Labor)

Total Overhead $__________

3. Other Direct Costs

(List other items and basis for computing cost for each.

Examples include computer services, equipment, etc.)

Total Other Direct Costs $__________

4. Subcontracts

(For each, list identity, purpose and rate) Total Subcontracts $__________

5. Travel

(Travel within the 20 county maintenance and 7 county nonattainment area.)

(List # of days x rate)

Total Travel $__________

6. Profit (Percentage rate X basis)

Total Profit $__________ Total Estimated Cost and Profit $__________

EXHIBIT B-1

Proposed Project Budget by Task – 2024/2025 Amount

Task 1: Survey Design and Methodology

Task 2: Survey Execution and Data Collection

Task 3: Survey Analysis, Interpretation, and Reporting

TOTAL

EXHIBIT B-2

Calendar Year 2

Proposed Project Budget (Position & Rates Only)

1. Direct Labor Rate/Hour (List by position all professional personnel participating in project)

2. Overhead Cost (2 CFR Part 225 and A-122) (Overhead percentage rate) $___________

3. Other Direct Costs (List other items and basis for computing cost for each.

Examples include computer services, equipment, etc.)

Total Other Direct Costs $__________

4. Subcontracts (For each, list identity, purpose and rate) Total Subcontracts $__________

5. Travel (Travel within the 20 county maintenance and 7 county nonattainment area .)

(List # of days x rate)

Total Travel $__________

6. Profit (Percentage rate X basis) $ _________

Total Profit $__________

Total Estimated Cost and Profit $__________

EXHIBIT C

Title VI and DBE Requirements For Prime Contractors and Sub-grant Recipients

TITLE VI

ARC, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000D to 2000D4, and Title 49, Code of Federal Regulations, Department of Transportation Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation, issued pursuant to such Act, hereby notifies all Respondents that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises shall be afforded full opportunity to submit proposals in response to this invitation and shall not be discriminated against on the grounds of race, color, sex, handicap, or national origin in consideration for an award.

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION

Overall DBE Goal: As part of its DBE Plan, ARC has an established overall goal of 17.61 percent.

Program Intent. ARC has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26 ("Part 26" or "DBE Regulations"). ARC has received federal financial assistance from the Department of Transportation for this contract opportunity, and as a condition of receiving this assistance, ARC has signed an assurance that it will comply with Part 26.

It is the policy of ARC to ensure that DBEs, as defined in Part 26, have an equal opportunity to participate in its DOT-assisted contracting opportunities. It is also ARC’s policy:

(a) To ensure nondiscrimination in the award and administration of DOT-assisted contracts in the Department's highway, transit, and airport financial assistance programs;

(b) To create a level playing field on which DBEs can compete fairly for DOT-assisted contracts;

(c) To ensure that the Department's DBE program is narrowly tailored in accordance with applicable law;

(d) To ensure that only firms that fully meet this part's eligibility standards are permitted to participate as DBEs;

(e) To help remove barriers to the participation of DBEs in DOT-assisted contracts; and

(f) To assist the development of firms that can compete successfully in the marketplace outside the DBE program.

The General Counsel and Chief Compliance Officer has been designated as the DBE Liaison Officer.

In that capacity, the General Counsel is responsible for implementing all aspects of the DBE program. Implementation of the DBE program is accorded the same priority as compliance with all other legal obligation incurred by ARC in its financial assistance agreements with the Department of Transportation.

Definitions. Disadvantaged Business Enterprise (DBE) as used in this Contract shall have the same meaning as defined in 49 CFR Part 26. A DBE is a firm in which one or more individuals who are women or eligible minorities own and control at least 51% of the firm.

Compliance. All Bidders/Proposers, potential contractors, or subcontractors for this Contract are hereby notified that failure to carry out the policy and the DBE obligations, as set forth above, shall constitute a breach of Contract which may result in termination of the Contract, or such other remedy as deemed appropriate by ARC.

Prompt Payment Requirement. In the event of contract award, the prime contractor agrees to pay each subcontractor under the prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from ARC. The prime contractor agrees further to return retainage payments to each subcontractor within 10 days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of ARC. This clause applies to both DBE and non-DBE subcontracts.

Any contractor found not to be in compliance with this clause will be considered in breach of contract and any further payments will be withheld until corrective action is taken. If contractor does not take corrective action, contractor may be subject to contract termination.

Substitution. The Bidder shall make a good faith effort to replace a DBE Subcontractor that is unable to perform successfully with another DBE Subcontractor. Substitution must be coordinated and approved by ARC.

Documentation. The Bidder/Proposer shall establish and maintain records and submit regular reports, as required, which will identify and assess progress in achieving DBE subcontract levels and other DBE affirmative action efforts.

Additional information on ARC’s Disadvantaged Business Enterprise Program can be obtained from:

Brittany Zwald, General Counsel/Chief Compliance Officer Atlanta Regional Commission 229 Peachtree Street NE; Suite 100 Atlanta, GA 30303 470.378.1494 bzwald@atlantaregional.org mailto:bzwald@atlantaregional.org

DBE UTILIZATION PLAN (Complete this form for each DBE firm participating in this proposal.

This plan will be included in a Title VI and DBE Attachment to all USDOT funded ARC bids and proposals.

Name of bidder/offeror’s firm:

Address:

City: State: Zip:

Name of DBE firm:

Address:

City: State: Zip:

Telephone:

Description of work to be performed by DBE firm:

The bidder/offeror is committed to utilizing the above-named DBE firm for the work described above. The estimated dollar value of this work is $ .

Affirmation

The above-named DBE firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above.

By (Signature)

(Title)

If the bidder/offeror does not receive award of the prime contract, any and all representations in this DBE Utilization Plan shall be null and void.

(submit this page for each DBE subcontractor)

PLEASE ATTACH A COPY OF THE OFFICIAL DBE CERTIFICATION FORM.

EXHIBIT D

CONTRACT FORMS

EXHIBIT E

CONTRACT BOILERPLATE

ARC Contract Number

UP _______________

CONSULTANT AGREEMENT

THIS AGREEMENT, entered into as of this _____ day of __________, 2024, by and between CONSULTANT/VENDOR in Atlanta, Georgia (hereinafter referred to as the "Consultant") and the ATLANTA REGIONAL COMMISSION (hereinafter referred to as "ARC").

WITNESSETH THAT:

WHEREAS, ARC desires to engage the Consultant to render certain services hereinafter described in connection with an undertaking or project (hereinafter referred to as the "Project") which is to be wholly or partially financed by a grant from the United States Department of Transportation, (hereinafter, along with the appropriate auditing agency of the entities making such grant, referred to as "the Concerned Funding Agencies");

WHEREAS, the Consultant desires to render such services in connection with the project;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1. Engagement of the Consultant. ARC hereby agrees to engage the Consultant and the

Consultant hereby agrees to perform the services hereinafter set forth in accordance with the terms and conditions herein.

2. Scope of Services. The Consultant shall do, perform and carry out in a satisfactory and proper manner, as determined by ARC, the work and services described in Attachment "A" which is attached hereto and made a part hereof.

3. Time of Performance. The services of the Consultant are to commence immediately upon execution of this agreement. Work and services shall be undertaken and pursued in such sequence as to assure their expeditious completion and as may be required in Attachment "A." All work and services required hereunder shall be completed on or before December 31, 2025.

4. Compensation. The Consultant shall be compensated for the work and services to be performed under this agreement as set forth in Attachment "B" which is attached hereto and made part hereof. Compensation for work and services in the performance of this contract shall not exceed $AMOUNT.

5. Approval of Subcontracts. None of the work or services to be performed under this agreement by the Consultant shall be subcontracted without the prior written approval of ARC's Executive Director or her authorized agent. If such approval is requested, all subcontract documents shall be submitted to ARC's Executive Director or her authorized agent, for her review and approval prior to the execution of such subcontract. Further, if requested by ARC's Executive Director or her authorized agent, the Consultant shall provide ARC with such documentation as ARC's Executive Director shall require, regarding the method the Consultant used in selecting its subcontractor. The Consultant acknowledges that if work or services to be performed under this agreement is financed solely or partially with federal funds, the selection of subcontractors is governed by regulations requiring competition between potential subcontractors or adequate justification for sole source selection. The Consultant agrees to abide by such regulations in its selection procedure.

6. Prompt Payment and Retainage. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from ARC. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of ARC. This clause applies to both DBE and non-DBE subcontracts.

Any contractor found not to be in compliance with this clause will be considered in breach of contract and any further payments will be withheld until corrective action is taken. If contractor does not take corrective action, contractor may be subject to contract termination.

7. Assignability. The Consultant shall not assign, sublet or transfer all or any portion of its interest in this agreement without the prior written approval of ARC.

8. Amendments. ARC may require changes in this agreement. Except for termination for cause or convenience, such changes, including any increase or decrease in the amount of the Consultant's compensation shall be incorporated in written amendments to this agreement.

Amendments to this agreement may be executed on behalf of ARC only by ARC's Executive Director and Chairman.

9. Insurance. The Consultant will have and maintain insurance coverage that complies with the laws of the state of Georgia, as well as reasonable and prudent business practices. Such insurance shall at least include Worker’s Compensation, Public Liability, Property Damage, and Valuable Papers coverage.

10. Indemnification. The Consultant shall hold harmless and indemnify ARC, its officers, directors, and employees form and against losses, reasonable attorney’s fees and costs, that may be based on any injury to persons or property caused by the negligent performance of services under this agreement by the consultant or any person employed by the consultant.

11. Formal Communication. Formal communications regarding this agreement shall include, but not necessarily be limited to correspondence, progress reports and fiscal reports.

All formal communication regarding this agreement shall be in writing between the person executing this agreement on behalf of the Consultant (executor) and ARC's Executive Director. However, the Consultant executor and ARC's Executive Director shall each have the right to designate in writing to the other an agent to act in his or her behalf regarding this agreement. Any restrictions to such designation must be clearly defined in the written designation.

In this regard, ARC’s Executive Director hereby designates the ARC Chief Operating Officer as her agent for purposes of this contract only, except for Amendments and Terminations.

12. Reports. The Consultant shall furnish ARC with narrative progress reports, in such form and frequency as may be specified by ARC's Executive Director or her authorized agent, outlining the work accomplished by the Consultant during the period, including the current status of the Project, and the percentage of work which has been completed.

13. Financial Reports. In addition to other records required by this contract, the Consultant agrees to provide to ARC such additional financial reports in such form and frequency as ARC may require in order to meet ARC's requirements for reporting to the Concerned Funding Agencies.

14. Review and Coordination. To ensure adequate assessment of the Consultant's project and proper coordination among interested parties, ARC shall be kept fully informed concerning the progress of the work and services to be performed hereunder. The Consultant may be required to meet with designated representatives of ARC and the Concerned Funding Agencies from time to time to review the work and services performed. The Consultant shall be given reasonable written notice of such meetings.

15. Inspections. Authorized representatives of ARC and the Concerned Funding Agencies may at all reasonable times review and inspect the Project activities and data collected pursuant to this agreement. Except where specifically prohibited by law, all reports, studies, records, and computations prepared by or for the Consultant under this agreement shall be made available to authorized representatives of ARC and the Concerned Funding Agencies for inspection and review at all reasonable times in the Consultant's office where data is normally accumulated. Approval and acceptance of such material shall not relieve the Consultant of its professional obligation to correct, at its expense, any errors found in the work unless such errors can be shown to be caused by inaccurate or incomplete information provided by ARC.

16. Maintenance of Cost Records. The Consultant shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and shall make such material available at all reasonable times during the period of the agreement, and for three years from the date of final payment under the agreement, for inspection by ARC, the Concerned Funding Agencies, and if the work and services to be performed under this agreement is wholly or partially funded with federal funds, the Comptroller General of the United States, or any of their duly authorized representatives. The Consultant shall include the provisions of this paragraph in any subcontract executed in connection with this Project.

17. No Obligation by the Federal Government. ARC and the Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to ARC, the Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

18. Status as Independent Consultants. Nothing contained in this agreement shall be construed to constitute the Consultant or any of its employees, servants, agents or subcontractors as a partner, employee, servant, or agent of ARC, nor shall either party to this agreement have any authority to bind the other in any respect, it being intended that each shall remain an independent Consultant.

19. Consultant's Personnel. The Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this agreement. Such personnel shall not be employees of ARC, nor shall such personnel have been employees of ARC during any time within the twelve-month period immediately prior to the date of this agreement, except with the express prior written consent of ARC. Further, the Consultant agrees that no such former ARC employees shall be involved in any way with the performance of this agreement, without the express prior written approval of ARC.

20. Employees' Rate of Compensation. The rate of compensation for work performed under this project by a staff member or employee of the Consultant shall not exceed the compensation of such person that is applicable to his or her other work activities for the Consultant.

Charges for salaries and wages of individuals shall be supported by time and attendance and payroll distribution records.

21. Interest of Consultant. The Consultant covenants that neither the Consultant, nor anyone controlled by the Consultant, controlling the Consultant, or under common control with the Consultant, nor its agents, employees or Consultants, presently has an interest, nor shall acquire an interest, direct or indirect, which would conflict in any manner or degree with the performance of its service hereunder, or which would prevent, or tend to prevent, the satisfactory performance of the Consultant's service hereunder in an impartial and unbiased manner. The Consultant further covenants that in the performance of this agreement no person having any such interest shall be employed by the Consultant as an agent, Consultant or otherwise. If the Consultant contemplates taking some action which may constitute a violation of this paragraph, the Consultant shall request in writing the advice of ARC, and if ARC notifies the Consultant in writing that the Consultant's contemplated action will not constitute a violation hereof, then the Consultant shall be authorized to take such action without being in violation of this paragraph.

22. Interest of Members of ARC and Others. No officer, member or employee of ARC, and no public official of any local government which is affected in any way by the project, who exercises any function or responsibilities in the review or approval of the project or any component part thereof, shall participate in any decision relating to this agreement which affects his or her personal interests or the interest of any corporation, partnership or association in which he or she is directly, or indirectly, interested; nor shall any such officer, member or employee of ARC, or public official of any local government affected by the project, have an interest, direct or indirect, in this agreement or the proceeds arising therefrom.

23. Officials Not to Benefit. No member of or delegate to the Congress of the United States of

America, resident commissioner or employee of the United States Government, shall be admitted to any share or part of this agreement or to any benefits to arise herefrom.

24. Compliance with Requirements of the Concerned Funding Agencies. The Consultant shall be bound by the applicable terms and conditions of the Grant Contract between ARC and the Concerned Funding Agencies which said Grant Contract is on file in the offices of ARC and is hereby made a part of this agreement as fully as if the same were attached hereto.

ARC will notify the Consultant in writing of any applicable changes within a reasonable time after ARC has received appropriate notice of such changes from the Concerned Funding Agencies.

25. Federal Changes. Consultant shall at all times comply with all applicable U.S. DOT regulations, policies, procedures and directives as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract.

26. Rights in Documents, Materials and Data Produced. For purposes of this agreement, "data" includes, but is not limited to, writings, sound recordings, computer programs, photographs, films, videotapes or other graphic representations and works of a similar nature. ARC and the Concerned Funding Agencies shall have the right to use same without restriction or limitation and without compensation to the Consultant other than as provided in this agreement. The Consultant acknowledges that matters regarding rights to inventions and materials generated by or arising out of this agreement may be subject to certain regulations issued by the Concerned Funding Agencies.

27. Data and Software Licensing. During performance of the work covered by this Agreement

ARC may provide certain data or software products, such as aerial photography, roadway analytics/traffic data or commercially available planning data and software, to the Consultant that have been obtained from various sources under specific licensing agreements. The Consultant acknowledges that any data or software that ARC may provide hereunder is provided as a non-exclusive, non-transferable, limited license for the Consultant or its Sub-consultants to use the data or software for the work covered by this Agreement only. The Consultant shall not redistribute, republish or otherwise make this data or software available to any party not covered by this Agreement. The Consultant or any Sub-consultants shall not use this data or software for any work not covered by this Agreement. The Consultant further acknowledges that upon completion of the project covered by this Agreement all data and software provided by ARC will be returned to ARC and all copies of the data or software residing on the Consultant’s or Sub-consultant’s computer systems will be removed.

28. Publicity. Articles, papers, bulletins, reports or other material reporting the plans, progress, analysis or results and findings of the work conducted under this agreement shall not be presented or published without first submitting the same to ARC for review and comment.

No such presentation shall be made until comments have been received from ARC regarding such review; provided, however, if such comments have not been received by the Consultant within thirty calendar days after such submission, it shall be presumed that ARC has no objection thereto. ARC's comments, objections, reservations or disagreements regarding such material shall be accommodated as ARC shall specify.

29. Assurances. The Consultant hereby assures and certifies that it will comply with the appropriate regulations, policies, guidelines and requirements (as applicable), including, but not limited to, 2 CFR Part 200, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 48 CFR 31, “Contract Cost Principles and Procedures,” Executive Order 12372, “Intergovernmental review of Federal programs,” U.S. Office of Management and Budget Circular Nos. A 21, “Cost Principles for Educational Institutions,” and A 133, “Audits of States, Local Governments and Non-Profit Organizations,” or other requirements imposed by ARC or the Concerned Funding Agencies concerning requirements of law or project matters as expressly made applicable by ARC herein, as they relate to the application, acceptance, use and audit of federal funds for this federally assisted project. Also, the Consultant gives assurance and certifies with respect to this agreement that:

a. For all agreements:

i. It possesses legal authority to apply for this agreement, and, if appropriate, to finance and construct any proposed facilities; and, any required resolution, motion or similar action has been duly adopted or passed as an official act of the Consultant's governing body;

that proper authorization exists for the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the Consultant to act in connection with the application and to provide such additional information as may be required, and, upon ARC approval of its application, that the person identified as the official representative of the Consultant is authorized to execute an agreement incorporating the terms of its application.

ii. It understands that the phrase "federal financial assistance" includes any form of loan, grant, guaranty, insurance payment, rebate, subsidy, disaster assistance loan or grant, or any other form of direct or indirect federal assistance.

iii. It will comply with Title VI of the Civil Right Act of 1964 (P.L. 88-352 and 42 USC

2000d) and in accordance with Title VI of that Act, no person in the United States shall, on the ground of age, handicap, religion, creed or belief, political affiliation, sex, race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any project or activity for which the applicant receives federal financial assistance and will immediately take any measures necessary to effectuate this assurance. The Consultant shall take affirmative action to ensure that qualified applicants are employed and qualified subcontractors are selected, and that qualified employees are treated during employment, without regard to their age, handicap, religion, creed or belief, political affiliation, race, color, sex or national origin.

Such action shall include but not be limited to the following: employment, upgrading, demotions, or transfers; recruitment or recruitment advertising; layoffs or terminations;

rates of pay or other forms of compensation; selection for training including apprenticeship, and participation in recreational and educational activities.

The Consultant shall in all solicitations or advertisements for subcontractors or employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to age, handicap, religion, creed or belief, political affiliation, race, color, sex or national origin. The Consultant shall not discriminate against any qualified client or recipient of services provided through this agreement on the basis of age, handicap, religion, creed or belief, political affiliation, race, color, sex or national origin. The Consultant shall cause foregoing provisions to be included in all subcontracts for any work covered by this agreement so that such provisions will be binding upon each subcontractor.

The Consultant shall keep such records and submit such reports concerning the racial and ethnic origin of applicants for employment and employees as ARC or the Concerned Funding Agencies may require.

The Consultant agrees to comply with such rules, regulations or guidelines as ARC or the Concerned Funding Agencies may issue to implement the requirements of this paragraph.

iv. It will comply with applicable requirements of the provisions of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (P.L. 91-646) which provides for fair and equitable treatment of persons displaced as a result of federal and federally assisted projects.

v. It will comply with the applicable provisions of the Hatch Act which limits the political activity of employees.

vi. It will establish safeguards to prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties.

vii. It will cooperate with ARC in assisting the Concerned Funding Agencies in this compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C.