Request for Proposals.pdf

REQUEST FOR PROPOSALS

Safe Streets and Roads for All (SS4A) Community Safety Audit Technology

INTRODUCTION

The Atlanta Regional Commission (ARC) is seeking proposals from firms or teams of firms experienced in providing digital and/or app-based geographic and road safety information, including conducting planning and outreach, evaluation and data analysis, with experience in the field of school-based transportation, or similar/related fields, for metropolitan areas comparable to the 20-county area of Metro Atlanta.

ARC manages the regional Transportation Demand Management (TDM) program, which works to impact transportation behavior change through outreach, marketing, and services to employers, property managers, schools, community partners, and commuters working or living in the 20-county Atlanta region. Additionally, ARC manages the Regional Safety Strategy, which aims to improve roadway safety throughout the region through recommendations for community programs and infrastructure. The joint goals of this work are to improve safety, education, and access to alternative modes of transportation for schools around the region.

ARC intends to award a 20-month contract to one consultant or a team of consultants who will work with ARC in the design, development, delivery, evaluation and reporting of one supplemental planning activity across three metro Atlanta communities as a part of the Safe Streets and Roads for All (SS4A) program. The project will supplement regional safety planning to support long-range community safety around school zones in three metro communities:

Clayton County, Spalding County, and the City of Brookhaven.

The project is described in the Scope of Work below. The anticipated available funds for this contract will be $180,000.

The funding for this work is provided through the SS4A program. Matching funds for this project will be provided by the participating localities. Applicants interested in providing services described in this request must comply with the requirements described herein and requirements governing the use of SS4A funds. All documentation associated with SS4A funding must be retained by the Awardee for seven (7) years from award without exception.

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

RFP594

PROGRAM DESCRIPTION AND BACKGROUND

The goal of this SS4A project is to improve roadway, bicycle, and pedestrian safety for youth and families by conducting supplemental planning, implementing school-based demonstration activities, and supporting safety infrastructure improvements in three high-need jurisdictions:

Clayton County, Spalding County, and the City of Brookhaven. The results of these efforts must reduce the risk of crashes, increase safe access to schools, and foster long-term safety habits among families and students.

These changes will result in measurable and reportable safety outcomes, including reductions in youth-involved crashes, improved perceptions of safety, and increased walking and biking trips to school. These objectives will be achieved by contracting with qualified teams to provide trained staff to conduct surveys, audits, and outreach; by piloting site-specific safety demonstration activities; and by monitoring performance for cost-efficiency, effectiveness, and compliance with federal safety guidelines.

To reinforce the regional nature of the program, activities will be conducted and coordinated across all three jurisdictions while addressing community-specific conditions. Measures and performance targets will be determined for each jurisdiction and each participating school to ensure accountability. These measures will require selected respondents to collect data through app- or digital-based community bike safety audits, provide outreach support and planning, document participation counts, and develop evaluation reports. Pedestrian audits may also be completed if software or technology makes it possible. ARC will maintain ownership and require access to all data, including participating schools, local partners, audit findings, and all other items related to the SS4A program.

PROPOSAL REQUIREMENTS

All dates are tentative, provided for planning purposes, and subject to change. ARC anticipates that a contract will be awarded in June 2026. All work activities must be completed by January 31, 2028. The successful firm or team of firms should be prepared to begin work on July 1, 2026.

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 organization and any Sub-Consultants.

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

3. Description of relevant experience on similar projects of this type and scale.

a. Include a list of at least three references within the past five years, with current contact information.

b. Qualifications and technical competence of the consultant/or sub-consultants in the type of work required, including:

i. Relevant experience managing the digital platform(s) proposed in response to this RFP; and

ii. Work with school-based transportation.

4. List of key personnel, their qualifications and roles related to the contract. Proposals should include a project manager and deputy/assistant project manager.

5. The address of the organization’s office performing the work.

6. A detailed description of the technical approach including proposed tasks for the accomplishment of the work described in Exhibit A.

7. 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.

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

9. Provide your firm’s (or firms’) latest financial statements or audited financial statements.

10. Any other pertinent information.

PROPOSAL SUBMISSION THROUGH WEBSITE

Electronic Submission Requirements

All proposals must be submitted electronically through the ARC procurement website. Proposals submitted by any other method (including email, mail, fax, or hand delivery) may not be accepted unless specified in the solicitation document.

Respondents must register and complete the application on the ARC procurement website to access the solicitation and submit a proposal. It is the responsibility of the respondent to ensure successful registration and timely submission.

Proposals must be received no later than 5:00 pm EST on Thursday, June 11, 2026. The procurement system will automatically record the date and time of submission. Late proposals will not be accepted under any circumstances.

The Respondent(s) is solely responsible for:

• Uploading all required documents;

• Verifying that files are complete, readable, and properly labeled; and

• Ensuring submission is finalized prior to the deadline.

• Only one proposal containing all required information may be uploaded per respondent.

ARC is not responsible for technical difficulties, internet outages, user errors, or system delays experienced by the respondent. Respondents are strongly encouraged to submit proposals well in advance of the deadline.

Upon successful submission, the system will provide an email confirmation. This confirmation serves as proof of receipt.

QUESTIONS AND ANSWERS (Q&A)

Questions Regarding Solicitation

All questions concerning this RFP must be submitted electronically through the ARC procurement website by 5:00 pm EST on Wednesday, May 20, 2026. Questions submitted after this deadline or through any other means will not be considered.

To ensure fairness and transparency, respondents are prohibited from contacting any ARC staff, board members, or consultants regarding this solicitation outside of the formal Q & A process.

RESPONSE TO QUESTIONS

Official responses to all timely submitted questions will be posted on the procurement website as a written addendum by 5:00 pm EST on Tuesday, May 26, 2026. Only written responses issued through the website shall be considered official and binding.

It is the responsibility of each respondent to regularly check the procurement website for addenda, clarifications, and updates. Failure to review posted addenda shall not relieve a respondent from compliance with any requirements of the RFP.

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 interviews are necessary, the short-listed firms will be invited to participate in an interview process with an evaluation committee, to be scheduled for the week of June 22, 2026. ARC will confirm a specific interview date and time with short-listed firms by the week of June 15, 2026.

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.

Proposals shall not exceed a total of 10 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. The proposal must be in either Microsoft Word or PDF format.

SUMMARY TIMELINE

RFP posted Wednesday, May 13, 2026 Question Due Wednesday, May 20, 2026 Question and Answers Posted online Tuesday, May 26, 2026 Proposals due Thursday, June 11, 2026 Interviews conducted, if applicable The week of June 22, 2026 Contract awarded Late June, 2026 Work Start Date July 20, 2026 Work completed (1.5 Years) January 31, 2028

Applicants interested in providing services described in this request must comply with the requirements described herein and requirements governing the use of SS4A funds. All documentation associated with SS4A funding must be retained by the Awardee for seven (7) years from award without exception.

RESTRICTION OF COMMUNICATION

From the date of the advertisement of the solicitation through the time the 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). In the case of violation of this provision, ARC reserves the 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 https://cdn.atlantaregional.org/wp-content/uploads/arc-standards-of-ethical-conduct.pdf disclose any potential conflicts of interest that may arise from the provision of the 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.

CONTRACT REQUIREMENT

Awardees are expected to:

1. Plan and conduct outreach for family-based bike safety audits, in tandem with ARC team and other contractors.

2. Collect and evaluate technology audit data, provide reports to detail data gathered, and collaborate with ARC, localities and other contracted organizations and provide recommendations for future iterations of the ARC Regional Safety Strategy and for pop-up demonstration activities to be conducted by another contractor.

3. Provide monthly reports on project performance, schedule, and budget as well as a final report with findings, summaries, and recommendations.

4. Maintain all documentation including e-mails, cost records, procurement documentation, invoices, audit trails, etc. and provide this documentation as required by this contract. All documentation associated with this effort must be retained for seven (7) years from award without exception.

Provide the labor costs necessary for program oversight, financial accounting, and retention of documentation supporting execution of the work tasks in this contract.

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: Planning and Outreach

The goal of this task is to plan and conduct outreach activities aimed at distributing information and encouraging engagement with digital/app-based geographic to capture school community sentiments around roadway safety, particularly for bicyclists. This task will establish the foundation for effective data collection, analysis, collaboration, and recommendations across the three jurisdictions.

All outreach and planning activities must be conducted in close collaboration with ARC staff, localities, school districts and administrations, and be in line with the supplemental planning to be conducted by the contracted organization(s) managing the planning, engagement and implementation work. Successful respondents will be aware of the overall project goals, including being familiar with the scope of work outlined for the planning, engagement, and implementation portion of the SS4A work, which is outlined in another RFP.

The successful respondent will develop and implement a coordinated outreach strategy designed to engage families, schools, local jurisdictions, and community partners in conducting web-based bike safety audits and related roadway safety activities. Outreach efforts should be tailored to the community needs and reflect best practices in school-based transportation engagement, including coordinating translation of materials, if deemed necessary. Engagement strategies should work to maximize participation, ensuring representation from communities with elevated safety risks or transportation barriers.

The selected contractor will develop materials, digital tools, and communications strategies to support participation in family-based bike safety audits and ensure accurate and meaningful data collection. Communication materials design and outreach should be done in collaboration with ARC and other contracted organizations to ensure overall program consistency.

Findings from outreach activities will directly inform subsequent data analysis, evaluation, and recommendations under Task 2, as well as pop-up demonstration activities to be conducted by a separate contractor.

Specific sub-tasks will include, but are not limited to:

1. Provide a fully developed web and/or app-based platform prior to the start of data collection and outreach.

2. Develop a planning and outreach strategy for web-based family bike audits aligned with ARC’s Regional Safety Strategy goals.

3. Work with ARC and other contractors to implement outreach activities and marketing materials to recruit and support participation in family-based bike safety audits.

4. Coordinate with ARC, localities, and partner organizations to align outreach efforts.

5. Design or update web and/or app-based platform to reflect feedback and branding, as necessary.

6. Develop or adapt outreach materials and digital engagement tools to support geographic and safety data collection, in close coordination with ARC and other contractors for SS4A project work.

7. Document outreach activities, participation levels, and engagement outcomes and produce an engagement summary.

8. Attend and organize meetings directly with school and community contacts, as deemed necessary in conversation with ARC, to support and advance outreach work and audit responses.

Deliverables:

1. Usable web or app-based platform to distribute to school communities, with language translation if necessary

2. Outreach and engagement plan and resources that coincide with broader SS4A supplemental planning activities, to be translated if necessary

3. Meeting minutes or summary notes from engagement activities

4. Family-based bike safety audit toolkit and associated materials

5. Engagement summary documenting outreach activities and participation metrics

6. Monthly progress summaries of outreach activities

Task 2: Data Collection, Analysis, and Evaluation

The goal of this task is to collect, evaluate, and analyze geographic, roadway, and trail safety data gathered through digital/app-based platforms, and to develop recommendations that inform future safety planning and demonstration activities.

The successful respondent will compile and evaluate data collected through Task 1 outreach efforts. The contractor will assess user-reported concerns, geographic patterns, and opportunities for shifts in transportation behavior towards biking across the three jurisdictions.

All analysis activities must be conducted in collaboration with ARC staff, local jurisdictions, and other contracted organizations. The contractor will provide detailed reports summarizing findings and identifying key safety observations, perceived and real infrastructure gaps, and opportunities for intervention. Recommendations should inform future iterations of the ARC Regional Safety Strategy and help to guide pop-up demonstration activities to be implemented by another contractor.

Evaluation methodologies should include both quantitative and qualitative analysis, with clear documentation of data sources, assumptions, and limitations. The summary and recommendations report should translate technical findings into actionable strategies for regional safety improvements and school-based transportation initiatives.

As a part of the evaluation process, the contracted firm should plan to collect follow-up feedback to capture change in behaviors or attitudes. This effort should be planned to coincide with the demonstration activities.

Specific sub-tasks will include, but are not necessarily limited to:

1. Collect and organize digital and app-based geographic, roadway, and trail safety data.

2. Analyze data gathered through family-based bike safety audits and related outreach.

3. Collaborate with ARC and partner organizations to interpret findings.

4. Develop recommendations for updates to the ARC Regional Safety Strategy.

5. Provide guidance and recommendations to inform pop-up demonstration activities.

6. Prepare a detailed written report summarizing findings and recommendations.

7. Conduct a follow-up survey and produce results in a report.

Deliverables:

1. Draft data summary and evaluation report

2. Recommendations memorandum for future Regional Safety Strategy iterations specific to schools in the three jurisdictions

3. Technical guidance document to inform pop-up demonstration activities

4. Monthly performance reports detailing schedule, budget, and project activities

5. Final comprehensive report and presentation with findings, summaries, and recommendations

6. Follow-up report

Task 3: Project Administration

The successful respondent will provide comprehensive project administration, coordination, reporting, and documentation management for the duration of the contract. This task includes effective coordination with ARC staff, community and jurisdiction stakeholders, and other contractors supporting related SS4A project work.

The selected contractor will participate in regular coordination meetings with ARC and other project partners to ensure alignment across outreach, evaluation, and demonstration planning activities. The contractor will monitor project performance, schedule, and budget, and provide monthly reporting updates to ARC.

All program administration should include monitoring progress toward project goals, tracking schedules and budgets, and submitting required documentation in a timely and accurate manner.

The selected contractor will submit monthly datasheets, as applicable, and narrative progress reports alongside invoices, produce quarterly programmatic and budget reports and participate in review meetings, and retain all project documentation for a minimum of seven (7) years from award without exception.

The selected contractor will also be responsible for maintaining appropriate staffing to ensure consistent project quality and compliance throughout the grant period. Project management processes should support coordination across tasks, timely identification of risks or delays, and continuous communication with ARC staff. Additionally, the selected contractor will be responsible for the management of the digital tools and app-based platforms proposed in response to this RFP.

Findings, progress updates, and administrative records from this task will support ARC’s internal reporting needs and provide a comprehensive record of project implementation, outcomes, and financial management.

Specific sub-tasks will include, but are not necessarily limited to:

1. Participate in kickoff and recurring coordination meetings with ARC and other contractors.

2. Monitor and report on project performance, schedule, and budget.

3. Submit monthly invoices and accompanying narrative and data reports.

4. Maintain organized project records and documentation in compliance with ARC requirements.

5. Provide requested documentation and audit support as required under the contract.

Deliverables:

1. Monthly progress reports and invoices

2. Quarterly programmatic and budget report documentation, and summary of monthly reports documenting schedule, budget, and project activities

3. Meeting summaries and coordination documentation

4. Organized and complete project documentation archive

5. Final project administration summary report and presentation of findings to ARC

GENERAL TERMS AND CONDITIONS

This program is contingent upon ARC receiving SS4A funds through FHWA. 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 school-based transportation issues and interventions in the area to be served. The Applicant must have demonstrated, documented expertise in sales, marketing, outreach and educational efforts, the NEPA process, and infrastructure planning and installation.

CERTIFICATION REGARDING DISBARMENT, SUSPENSION, INELIGIBILITY,

AND VOLUNTARY EXCLUSION

The prospective contractor certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

EXHIBIT B

Proposed Project Budget

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 by within non-attainment 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 – 2026-27 Amount

Task 1: Planning and Outreach

Task 2: Data Collection, Analysis, and Evaluation

Task 3: Project Administration

TOTAL

EXHIBIT C

ARC Regional Safety Strategy (Click link for information) https://cdn.atlantaregional.org/wp-content/uploads/arc-regional-safety-strategy-9-may-23.pdf

EXHIBIT D

CONTRACT FORMS

GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT AFFIDAVIT

CONTRACTOR AFFIDAVIT

By executing this affidavit, the undersigned person or entity verifies its compliance with O.C.G.A. §13-10-91, stating affirmatively that the individual, firm or entity which is engaged in the physical performance of services under a contract with the Atlanta Regional Commission has registered with and is participating in a federal work authorization program, in accordance with the applicability provisions and deadlines established in O.C.G.A. 13-10-91.

The undersigned person or entity further agrees that it will continue to use the federal work authorization program throughout the contract period, and it will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the undersigned with the information required by O.C.G.A. 13-10-91(b).

The undersigned person or entity further agrees to maintain records of such compliance and provide a copy of each such verification to the Atlanta Regional Commission within five (5) business days after any subcontractor is retained to perform such service.

EEV / E-VerifyTM Company Identification Number Date of Authorization

Company Name

Signature of Authorized Officer or Agent

Title of Authorized Officer or Agent

Printed Name of Authorized Officer or Agent

SUBSCRIBED AND SWORN

BEFORE ME ON THIS THE

DAY OF , 20

[NOTARY SEAL]

Notary Public

My Commission Expires:

10/16

CONTRACTOR/VENDOR INFORMATION

Legal name & address of entity:

If different from above-

Legal name of Payee:

Payment Address:

Legal entity status (please mark all that apply):

(Federal) Employer Identification Number: ___________________________

OR

Social Security Number (for an individual): ___________________________

Is this contractor/vendor an attorney/law firm? YES_____ NO_____

Is this contractor/vendor debarred, suspended, ineligible or excluded from participation in federally funded projects? YES_____ NO_____

E-verify Status: _____Registered: E-verify Number__________ DUNS Number _______________

_____Not Registered

Is this contractor/vendor a:

YES____ NO_____

____Corporation/C-Corp LLC/S-Corp LLC

____Partnership/LLC Partnership/LLP

____Non-Profit: 501(c)(3)/501(c)(4)

____Individual/Sole-Proprietor/Single Member LLC

____Government: Federal/State/Local/Authority

____Other: (describe)____________________________

Disadvantaged Business Enterprise under 49 CFR Part 26?

Minority or Women Business Enterprise under 49 CFR Part 23? YES____ NO_____

Attach a copy of current certification(s).

Is this contractor/vendor a Non-federal entity that expends $750,000 or more in a year in Federal awards? YES____ NO_____ If so, attach a copy of most recent single or program-specific audit conducted in accordance with the provisions of OMB Circular A-133.

Certified true and correct:

Name: _______________________________

Title: ________________________________

Signature: _______________________________

Date: ___________________________________

(If additional addresses are needed, identify each and its purpose on the reverse of this page.)

EXHIBIT E

CONTRACT SAMPLE BOILERPLATE

ARC Contract Number

UP _______________

CONSULTANT AGREEMENT

THIS AGREEMENT, entered into as of this _____ day of __________, YEAR, 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 DATE.

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. 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…