Request for Proposals.pdf

REQUEST FOR PROPOSALS

ARC Title VI and Disadvantaged Business Enterprise (DBE) Plan Updates

I. PURPOSE

The Atlanta Regional Commission (ARC), a public agency and instrumentality of local governments, with its office located at 229 Peachtree Street, NE, Suite 100, Atlanta, Georgia 30303, is seeking proposals from consultants for updates to Federal Civil Rights plan documents, with specific expertise in the United States Department of Transportation (USDOT) requirements for a Title VI Plan, including a Limited English Proficiency (LEP) Plan, and a Disadvantaged Business Enterprise (DBE) Plan. The vendor(s) will provide all equipment, personnel, expertise, facilities, financial resources, and management for this service. All proposals shall be presented in a task based, fixed fee rate based on the provided budget template and shall contain any other information requested herein. Professional services would be provided to ARC for calendar year 2025. Selected vendors should be prepared to sign a standard ARC contract for services which contains required federal and state clauses. A copy of this boilerplate language is attached. This Request for Proposals (RFP) may result in multiple awards with the right reserved to grant all or part of this project to one or more firms. If multiple firms are selected to provide specific services, those services will be contractually delegated to that firm

II. ANTICIPATED TIMELINE

The timetable for this RFP is presented below:

Activity Target Date (All times are EST) Issue Request for Proposal February 5, 2025 Technical Questions February 19, 2025 (12:00 PM) Response Question February 24, 2025 Proposals Due March 5, 2025 (5:00 PM) Services to begin Upon contract execution, approximately

April 2025

Additional information should not be required to respond to this RFP. However, questions should be submitted in writing to Brittany Zwald, Title VI Officer and DBELO, no later than 12:00 PM EST on February 19, 2025. Questions should be mailed to the address provided below or submitted by email to procurement@atlantaregional.org. All questions received, and responses to those questions, will be posted on ARC’s website.

III. INSTRUCTIONS

mailto:procurement@atlantaregional.org

ARC must receive one (1) hard copy and one (1) copy in digital format, either in Microsoft Word or PDF format, no later than 5:00 PM EST March 5, 2025.

Digital copies may be emailed to procurement@atlantaregional.org. Hard copy proposals must be submitted to the following address:

Atlanta Regional Commission ATTN: Brittany Zwald, Title VI Officer and DBELO 229 Peachtree Street NE, Suite 100 Atlanta, Georgia 30303

Proposal evaluation will focus initially on the written proposals. Should it be determined that interviews are required, a “short-list” of firms will be selected from the proposals received. ARC reserves the right to award this contract based on initial proposals received without formal interviews. ARC also reserves the right to negotiate the final scope and budget with the selected firm. ARC reserves the right to reject any or all proposals, to request additional information from all proposers, and to waive any informalities during the RFP process. ARC may make such investigations as deemed necessary to ensure that the companies have the requisite experience, skills, and resources to serve the needs of the agency throughout the term of the contract including contacting all listed references. In all cases, the needs and requirements of ARC will be considered first.

Interested firms should submit a proposal that addresses the requirements listed below and the Scope of Services in Exhibit A. Firms should provide a detailed breakdown of the proposed pricing following the general formats provided in Exhibits B and B-1.

Proposals must include the following to be considered responsive:

1. Name of lead firm and any sub-contractors.

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

3. The service(s) being proposed.

4. A summary demonstrating the firm’s understanding of the subject matter including specific understanding of the applicable regulations.

5. The proposed approach to the work and expected timeline.

6. Information showing experience, demonstrated competence, and qualifications of the firm.

7. Proposed budget in accordance with Exhibit B and B-1.

8. A completed E-Verify form

9. Any other pertinent information, including any other essential costs or materials required.

Ownership of all data, materials and documentation prepared for and submitted to ARC in response to the RFP shall belong exclusively to ARC and will be considered a record prepared and maintained or received in the course of operations of a public office or agency and subject to mailto:procurement@atlantaregional.org public inspection in accordance with the Georgia Open Records Act, Official Code of Georgia Annotated, Section 50-18-70, et. seq., unless otherwise provided by law. Any confidential information in the proposal must be marked as such to be withheld from open records.

ARC encourages participation of Minority Owned Business Enterprises (MBE), Women’s Business Enterprises (WBE), Small Business Enterprises (SBE) and Disadvantaged Business Enterprises (DBE) businesses in its procurement opportunities. Our procurement policy and outreach efforts ensure that these businesses have equal opportunity to compete for and do business with the agency. We continuously seek to identify qualified MBEs, WBEs, SBEs and DBEs. If you qualify as one of those types of business, please identify yourself as such in the proposal.

IV. EVALUATION CRITERIA

All proposals will be evaluated for responsiveness with a pass/fail evaluation. The review of written proposals will be based on the following evaluation criteria, with the relative weights in parentheses:

1. Demonstrated understanding of the project (20%)

2. Past performance, related experience, strength of qualifications, versatility in subject matter expertise (20%)

3. Methodology/Approach and anticipated timeline (40%)

4. Cost. (20%)

V. REMOTE WORK

The majority, if not all of this work, may be conducted remotely. This may be completed by out of state or out of country firms with demonstrated understanding of the subject matter. ARC will not require the selected Consultants to come on site; however, if the proposal includes fully virtual options, these logistics should be clearly demonstrated for public outreach and community engagement components of the proposal.

EXHIBIT A

SCOPE OF SERVICES

I. General:

The work to be accomplished by the firms or firms selected will be charged to the agency indirect budget, which includes Federal, State, or local taxpayer and grant funding, in support of the following ARC work program component:

Cost Center 024AL- General Counsel

II. Background and Objectives The Atlanta Regional Commission is the statutorily created Regional Commission and Metropolitan Area Planning and Development Commission for the 11-county Atlanta region.

Since 1947, ARC and its predecessor agencies have helped focus the region’s leadership, attention, and resources on critical issues. The agency serves as a regional convener, bringing diverse stakeholders to the table to address important issues facing metro Atlanta. ARC is designated as the Metropolitan Planning Organization (MPO), Area Agency on Aging (AAA), Atlanta Regional Workforce Development Board, Urban Area Security Initiative (UASI) administrator, and provides staffing to the Metropolitan North Georgia Water Planning District (MNGWPD). ARC’s member governments are Cherokee, Clayton, Cobb, DeKalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett, Henry and Rockdale counties, and the city of Atlanta. The Atlanta Metropolitan Planning Organization (MPO) area is larger than the ARC footprint and includes all or parts of 19 counties.

ARC receives a significant portion of its funding through federal grants. All of these grants are required to comply with Title VI. For this reason, the agency Title VI plan includes references to many federal grant programs. ARC is only required to submit the Title VI plan to the Federal Transit Administration (FTA) for review and approval. This plan must be approved by the ARC Board and submitted to FTA every three years with the next due date being October 1, 2025.

ARC is also required to implement a Disadvantaged Business Enterprise (DBE) program in compliance with 49 CFR Part 26 due to the amount of funding received from the USDOT. ARC must submit its DBE plan to FTA every three years with the next due date being August 1, 2025.

III. Work Tasks:

The Consultant shall put forth its best effort to ensure the satisfactory accomplishment of the tasks described in the Scope of Services. The Consultant shall perform the following activities in consultation with ARC staff in a satisfactory and proper manner, as reasonably determined by ARC. This work will include the following:

• Review federal Title VI and DBE requirements for updates that apply to all ARC programs including the revised final rule issued on the DBE program updates in 2024;

https://atlantaregional.org/atlanta-region/county-profiles/cherokee-county/ https://atlantaregional.org/atlanta-region/county-profiles/clayton-county/ https://atlantaregional.org/atlanta-region/county-profiles/cobb-county/ https://atlantaregional.org/atlanta-region/county-profiles/dekalb-county/ https://atlantaregional.org/atlanta-region/county-profiles/douglas-county/ https://atlantaregional.org/atlanta-region/county-profiles/fayette-county/ https://atlantaregional.org/atlanta-region/county-profiles/fulton-county/ https://atlantaregional.org/atlanta-region/county-profiles/gwinnett-county/ https://atlantaregional.org/atlanta-region/county-profiles/henry-county/ https://atlantaregional.org/atlanta-region/county-profiles/rockdale-county/ https://atlantaregional.org/atlanta-region/county-profiles/city-of-atlanta/

• Review state requirements for updates that apply to ARC programs (e.g., Georgia Department of Transportation (GDOT), Georgia Department of Human Service (DHS), Georgia Department of Community Affairs (DCA);

• Review existing ARC Title VI and DBE Plans and Programs for compliance and currency;

• Revise/update ARC programs for full compliance;

• Conduct the required public outreach and engagement for program development;

• Develop program implementation materials, such as required public notices, relevant contract provisions, appropriate RFP language, etc.; and,

• Help ARC develop implementation strategy to improve DBE/Small Business participation throughout the agency.

TASK 1: PROGRAM AND REGULATORY REVIEW AND ANALYSIS OF PROGRAMS AND RELEVANT

REGULATIONS, PROCEDURES AND LAWS FOR THE DBE PLAN

Consultant shall commence this analysis by reviewing relevant regulations, procedures and laws governing ARC activity or updates and recent changes. Analysis will include, but not be limited to, a review of regulations by FHWA, FTA, GDOT, DHS, and DCA. Consultant will review ARC's current DBE Programs, last approved by FTA in 2022. To conduct this analysis, Consultant will conduct interviews with procurement, DBE and other appropriate staff and review procurement procedures, DBE plan and other written materials that captures ARC's role as grantor and funding agency.

ARC will provide information and documentation regarding the 2022 FTA Comprehensive Reviews, and the corrective actions taken to update the existing DBE Plan. In the 2022 review, FTA requested that ARC change the current plan structure. Currently, ARC calculates its goal and provides its reporting based on all USDOT funded contracts for services and goods. FTA has requested that ARC establish separate FTA and FHWA goals and calculate those goals based on all expenditures including subgrant awards. A current copy of ARC’s DBE Plan is available here:

https://atlantaregional.org/about-arc/arc-business-opportunities/?swpmtx=008ac98e144d686180c468ff9530010b&swpmtxnonce=59cfe016e8

Task 1 Deliverables: Recommendations for any revisions necessary to the DBE plan for regulatory compliance for ARC review and approval.

TASK 2: UPDATE DBE PROGRAM ELEMENTS

Consultant shall update the existing DBE Plan to be consistent with current regulatory requirements, as necessary. Updates should be based on a review of the program tailored to the types of projects and funding ARC utilizes, as well as the availability of resources to implement the program. Consultant shall adjust and/or develop ARC materials to ensure compliance, including, but not limited to drafting public notices, developing relevant contract provisions and appropriate RFP language.

https://atlantaregional.org/about-arc/arc-business-opportunities/?swpmtx=008ac98e144d686180c468ff9530010b&swpmtxnonce=59cfe016e8 https://atlantaregional.org/about-arc/arc-business-opportunities/?swpmtx=008ac98e144d686180c468ff9530010b&swpmtxnonce=59cfe016e8

Consultant shall work with ARC staff to review the implementation plan for the Small Business Participation section consistent with the goals and objectives of ARC, complete with desired outcomes, milestones, and timeframes. Consultant will make recommendations to ARC to improve the communications plan that will meet the needs of both internal and external stakeholders based on available ARC resources.

Task 2 Deliverables:

1. Provide first draft DBE Plan document for ARC review and approval; and

2. Provide final DBE Plan document to ARC.

TASK 3: CONDUCT DBE STATISTICAL ANALYSIS AND GOAL DEVELOPMENT

Consultant shall support ARC in conducting a statistical analysis and goal-setting methodology consistent with the requirements of 49 CFR Parts 26 and that are consistent with established industry standards for conducting such analysis. The analysis will consist of:

• Relevant Market Determination

• Baseline Availability Analysis

• Adjusted Availability Analysis

• Public Consultation

• Goal-Setting Methodology

ARC will provide data and documentation for the goal setting methodology. The Consultant shall be responsible for conducting the public consultation in accordance with 49 CFR 26.45 incorporate in the final goal methodology.

Task 3 Deliverables: Provide final addendum to the current DBE Plan documents detailing the Goal setting methodology.

TASK 4: PROGRAM AND REGULATORY REVIEW AND ANALYSIS OF PROGRAMS AND RELEVANT

REGULATIONS, PROCEDURES AND LAWS FOR THE TITLE VI PLAN

Consultant shall commence this analysis by reviewing relevant regulations, procedures and laws governing ARC activity or updates and recent changes. Analysis will include, but not be limited to, a review of regulations by Federal Highway Administration (FHWA), FTA, United States Department of Homeland Security (USDHS), United States Department of Labor (USDOL), and United State Department of Health and Human Services (USDHHS). Consultant shall review ARC's current Title VI Programs, last approved by FTA in 2022. To conduct this analysis, Consultant shall conduct interviews with Title VI, community engagement, civil rights, and other appropriate staff and review procurement procedures, Title VI plan and other written materials that captures ARC's role as grantor and funding agency.

ARC reports and submits the Title VI Plan to FTA; however, the agency plan covers the required Title VI components for groups outside of Transportation including Aging services under the Older Americans Act (OAA), Workforce Services under the Workforce Investment and Opportunity Act (WIOA), and Homeland Security Provisions under the Urban Area Security Initiative (UASI). A current copy of ARC’s Title VI Plan is available here:

https://atlantaregional.org/about-arc/regional-equity-and-inclusion/title-vi-plan-and-program/

Task 4 Deliverables: Provide recommendations for any revisions necessary to the Title VI plan for regulatory compliance.

TASK 5: UPDATE AND DESIGN TITLE VI PROGRAM ELEMENTS

Consultant shall update the existing ARC Title VI Program and Plan to be consistent with current regulatory requirements, as necessary.

Task 5 Deliverables:

1. First draft for ARC review and approval on updated Title VI Plan; and

2. Final updated Title VI Plan.

TASK 6: CONDUCT LIMITED ENGLISH PROFICIENCY (LEP) FOUR FACTOR ANALYSIS

Consultant shall support ARC in conducting the Four Factor analysis necessary for compliance with Executive Order 13166. The analysis will consist of:

• Determining the number or proportion of Limited English Proficiency (LEP) persons eligible to be service or likely to encounter ARC programs, activities, or services;

• Frequency in which LEP persons come in contact with programs, activities, or services;

• Nature and importance of the program, activity, or services provided to the LEP population; and

• The resources available to and overall costs to provide LEP assistance.

ARC will provide the data and demographics for this analysis.

TASK 7: UPDATE LIMITED ENGLISH PROFICIENCY PLAN

Consultant shall update the existing ARC Limited English Proficiency (LEP) Plan to be consistent with current regulatory requirements, as necessary. Consultant will ensure that the following elements are addressed:

• Meet LEP requirements;

• Create a LEP implementation plan to support program requirements based on the resources available to ARC to effectively carry out the program https://atlantaregional.org/about-arc/regional-equity-and-inclusion/title-vi-plan-and-program/

The LEP plan is currently incorporated in the Title VI plan.

Task 7 Deliverables: Provide recommendations for any revisions necessary to the LEP plan for regulatory compliance, and an updated LEP Plan document within the Title VI plan.

EXHIBIT B

Proposed Project Budget Proposed Project Budget – By Task

AMOUNT

TASK 1: Program and Regulatory Review and Analysis of Programs and Relevant Regulations, Procedures and Laws for The DBE Plan

TASK 2: Update DBE Program Elements $

TASK 3: Conduct DBE Statistical Analysis and Goal Development $

TASK 4: Program And Regulatory Review and Analysis of Programs and Relevant Regulations, Procedures and Laws for The Title Vi Plan $

TASK 5: Update And Design Title Vi Program Elements $

TASK 6: Conduct Limited English Proficiency (LEP) Four Factor Analysis $

TASK 7: Update Limited English Proficiency Plan $

TRAVEL COST (Federal Per diem for Atlanta Area) $

Total Amount $

EXHIBIT C

SAMPLE FORM OF AGREEMENT

CONTRACT FOR PROFESSIONAL SERVICES

THIS AGREEMENT, entered into as of this _____ day of __________, 20__, by and between _______________ of 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");

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 ______________.

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

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 his authorized agent. If such approval is requested, all subcontract documents shall be submitted to ARC's Executive Director or his authorized agent, for his review and approval prior to the execution of such subcontract. Further, if requested by ARC's Executive Director or his 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.

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, and Property Damage 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 ________________________as his 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 his 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. Program Fraud and False or Fraudulent Statements or Related Acts. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq. apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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 here from.

25. 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.

26. Rights in Documents, Materials and Data Produced. For purposes of this agreement, "data" includes, but is not limited to, writings, sound recordings, photographs, films, videotapes, computer programming or code, 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 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. For audits of fiscal years beginning on or after December 26, 2014, the provisions of 2 CFR 200.501 supersede OMB circular A133. A nonfederal entity that expends $750,000 or more in federal awards during its fiscal year must have a single or program-specific audit conducted for that year. 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.

470), Executive Order 11593, and the Archeological and Historic Preservation Act of 1966 (16 U.S.C. 469a-1 et set.) by (a) consulting, through ARC, with the State Historic Preservation

Officer on the conduct of investigations, as necessary, to identify properties listed in or eligible for inclusion in the National Register of Historic Places that are subject to adverse effects (see 36 CFR Part 800.8) by the activity, and notifying, through ARC, the Concerned Funding Agencies of the existence of any such properties, and by (b) complying with all requirements established by ARC or the Concerned Funding Agencies to avoid or mitigate adverse effects upon such properties.

viii. For agreements not involving federal financial assistance for construction, it will insure that the facilities under its ownership, lease or supervision which shall be utilized in the accomplishment of the Project are not listed on the Environmental Protection Agency's (EPA) list of Violating Facilities and that it will notify the Concerned Funding Agencies, through ARC, of the receipt of any communication from the Director of the EPA Office of Federal Activities indicting that a facility to be used in the project is under consideration for listing by

EPA.

ix. It will comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented in U.S. Department of Labor regulations (41 CFR Part 60).

x. The Consultant agrees that throughout the performance of this contract it will remain in full compliance with all federal and state immigration laws, including but not limited to provisions 8 USC 1324a and O.C.G.A. § 13-10-91 regarding the unlawful employment of unauthorized aliens and verification of lawful presence in the United States. Thereunder, Consultant will ensure that only persons who are citizens or nationals of the United States or non-citizens authorized under federal immigration laws are employed to perform services under this contract or any subcontract hereunder.

xi. The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

The Consultant further agrees to include the provisions contained in the forgoing paragraph in each subcontract for services hereunder.

The Consultant shall not retaliate or take any adverse action against any employee or any subcontractor for reporting or attempting to report a violation(s) regarding applicable immigration laws.

b. For agreements involving either full or partial federal financial assistance for construction projects(s):

i. It will comply with the provisions of Executive Order 11296, relating to evaluation of flood hazards, and Executive Order 11288, relating to the prevention, control, and abatement of water pollution.

ii. It will require the facility to be designed to comply with the "American Standard Specifications for Making Buildings and Facilities Accessible to and Usable by, the Physically Handicapped," Number A117 1-1961, as modified (41 CFR 101 - 17.703). The Consultant will be responsible for conducting inspections to ensure compliance by the Consultant with these specifications.

c. For agreements exceeding $ 100,000.00 in federal financial assistance:

i. It will comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857 (h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).

30. Certifications.

a. Prohibition Against Use of Funds to Influence Legislation (Lobbying). No part of any funds under this agreement shall be used to pay the salary or expenses of any Consultant, or agent acting for the Consultant, to engage in any activity designed to influence legislation or appropriations pending before the Congress as stated in 49 CFR 20.

b. Debarment and Suspension. The Consultant agrees to comply with the nonprocurement debarment and suspension rules in 49 CFR 29.

c. Drug-Free Workplace. The Consultant agrees and certifies that it will comply with the requirements for a Drug-Free Workplace, as described in Section 50-24-3 of the Official Code of Georgia, including passing through this requirement to lower tier Consultants.

d. The Consultant agrees and hereby certifies that it will comply with the Georgia Security and Immigration Compliance requirements of O.C.G.A. § 13-10-91.

31. Termination for Mutual Convenience. ARC or the Consultant may terminate this agreement in whole or in part when both parties agree that the continuation of the project would not produce beneficial results commensurate with the further expenditure of funds. The two parties shall, through formal written amendment, agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. The Consultant shall not incur new obligations for the terminated portion after the effective date and shall cancel as many outstanding obligations as possible. ARC shall evaluate each noncancelable obligation to determine its eligibility for inclusion in project costs. Settlement will be made in accordance with the terms and conditions of this agreement. ARC shall allow full credit to the Consultant for the ARC share of the non- cancelable obligations, properly incurred by the Consultant prior to termination.

32. Termination for Convenience. ARC may terminate this agreement, in whole or in part, at any time by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least fifteen days before the effective date of such termination. In that event, all information and material produced or collected under this agreement and/or used in the performance of the scope of services shall, at the option of ARC, become its property. If this agreement is terminated by ARC as provided in this paragraph, the Consultant will be reimbursed for the otherwise allowable actual expenses incurred by the Consultant up to and including the effective date of such termination, as authorized in Attachment "B." The Consultant shall not incur new obligations for the terminated portion after the effective date and shall cancel as many outstanding obligations as possible. ARC shall evaluate each noncancelable obligation to determine its eligibility for inclusion in project costs.

33. Termination of the Agreement for Cause. If the Consultant, due to its action or failure to act, shall fail to fulfill in a timely and proper manner its obligations under this agreement, or if the Consultant has or shall violate any of the covenants, agreements, representations or stipulations of this agreement, ARC shall thereupon have the right to terminate this agreement by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all information and materials collected or produced under this agreement and/or used in the performance of the scope of services shall, at the option of ARC, become its property. The Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed under the Scope of Service up to and including the effective date of termination as authorized in Attachment "B." Notwithstanding the foregoing to the extent provided by law, the Consultant shall not be relieved of liability to ARC for damages sustained by ARC by virtue of any breach of this agreement by the Consultant and ARC may withhold any payments to the Consultant for the purpose of set-off for damages caused by the Consultant's breach, until such time as the exact amount of damages to ARC from the Consultant is determined.

34. Termination Due to Non-Availability of Funds. Notwithstanding any other provision of this agreement, in the event that any of the funds for carrying out the functions to which this agreement relates do not become available, then, upon written notice to the Consultant, this agreement may be immediately terminated without further obligation of ARC.

35. Suspension Due to Non-Availability of Funds. The Concerned Funding Agencies have the right to suspend financial assistance for this project. Consequently, ARC reserves the same right regarding this agreement. Such suspension would cause the withholding of further payments and/or prohibiting the Consultant from incurring additional obligations during the suspension period. However, unless notified in writing to the contrary, such suspension would not invalidate obligations otherwise properly incurred by the Consultant prior to the date of suspension to the extent that they are noncancelable.

36. Disputes and Appeals Any dispute concerning a question of fact arising either from a Consultant or subgrant selection decision, or under a Consultant or subgrant contract, once executed, shall be decided by the cognizant Center Director who, after advisory consultation with all appropriate ARC officials (e.g., Director of Business Services, General Counsel, etc.), shall promptly reduce such decision concerning the question of fact to writing and mail, or otherwise furnish a copy thereof, to the disputing party (i.e., as appropriate, either: the unsuccessful proposer; or the Consultant or subgrantee). The Center Director shall concurrently fully advise the disputing party, in writing, of the provisions outlined herein below concerning the disputing party's right to appeal the decision to the ARC Executive Director.