Request for Proposals for Technical Assistanc.pdf

REQUEST FOR PROPOSALS

ARC’S COMMUNITY DEVELOPMENT DEPARTMENT -

TECHNICAL ASSISTANCE SUPPORT

The Atlanta Regional Commission (ARC) is seeking proposals from firms or teams of firms experienced in land use, zoning, creative placemaking, and graphic design necessary to support ARC’s Community Development Department (CDD) during the calendar year 2025.

ARC promotes sustainable growth and efficient development patterns to ensure that the Atlanta region is positioned to meet the challenges of the 21st century. ARC’s Community Development Department develops and maintains The Atlanta Region’s Plan, the region’s long-range plan, as well as related policies that address significant land use issues and needs in the region.

To advance the implementation of the Atlanta Region’s Plan, ARC is providing technical assistance to cities, counties, and non-profit organizations across the region through a variety of programs, including the Community Development Assistance Program (CDAP), Culture & Community Design (CCD), and Comprehensive Planning. Each local planning project is expected to meet local needs as well as advance the implementation of the Atlanta Region’s Plan.

The selected consultant should be able to perform the following technical tasks in support of ARC staff leading individual projects, additional details for which can be found in Section III:

• Conducting economic impact analysis

• Conducting fiscal impact analysis and local fiscal planning

• Performing multi-modal planning activities, focusing on bicycle-pedestrian planning

• Assisting in arts, culture, and creative placemaking initiatives

• Analyzing and revising local regulations, e.g., zoning ordinances

• Creating 2-d and 3-d illustrations and renderings to visualize planning concepts

• Conducting local housing assessments

• Developing and executing outreach and engagement activities

• Formatting reports

• Other technical activities in support of program

ARC intends to award a contract for work during the CY 2025, in which the scope will be directly related to providing technical assistance to ARC and local governments to plan and implement programs and projects through the programs described above. A detailed task list is provided under Exhibit A. It is anticipated that available funds for the project will be approximately $50,000. All work must be completed by December 31, 2025. Any contract award for this work is contingent upon ARC receiving adequate funding for this purpose from the Georgia Department of Transportation (GDOT). Additional work may be added on in CY 2026 and CY 2027 pending satisfactory performance by the selected consultant and available funding.

Interested firms should submit a proposal that addresses factors listed below and in the scope of services in Exhibit A. In addition, the Consultant should provide a detailed breakdown of the proposed budget in the format of Exhibit B and B-1.

Proposals must include the following information:

1. Name of lead firm and sub-consultants, if any.

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

3. Geographic location of lead firms’ office performing the work.

4. Qualifications and technical competence of lead firm and sub-consultants, if any.

5. List of key project personnel and their qualifications. Identify the project manager. Specify the role of subcontractors (if any). Each individual with significant time on the project should be identified and their role defined and whether they work the lead firm or subcontractor.

6. Proposed schedule and work plan for the accomplishment of the work described in Exhibit A. The work plan should include estimated lump sum cost for each task identified in Exhibit A. Please use the format of Exhibit B-1 for the estimated cost per task.

7. Proposed project budget in the format of Exhibit B and B-1 to this RFP.

8. DBE Plan in Exhibit C

9. Contract Forms in Exhibit D

10. Any other pertinent information.

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

1. Experience and qualifications of key personnel (50%)

2. Work plan and schedule (25%)

3. Project cost (25%)

It is the policy of ARC that Disadvantaged Business Enterprises (DBE) (49 CFR Part 26) have the maximum opportunity to participate, either as contractors or subcontractors, in the performance of Commission contracts to the extent practical and consistent with the efficient performance of the contract. ARC’s current DBE goals is 16.7%. Information regarding ARC’s DBE Program can be found at www.atlantaregional.com/about-us/business-opportunities.

Proposals shall not exceed a total of 15 pages (8.5 x 11), single sided, inclusive of resumes and firm experience.

Proposals may be double-sided, but still must not exceed 15 pages single-sided maximum length of content.

Covers, end sheets, budget exhibits, DBE documentation, and an introductory letter shall not count against the maximum. Font size shall be a minimum of 10 points in all cases.

Electronic responses and one hard copy should be submitted to Jillian Willis by 5:00 PM EST on November 14, 2024, to the following address:

Atlanta Regional Commission ATTN: Jillian Willis 229 Peachtree Street NE Suite 100 Atlanta, GA 30303

Electronic responses may be emailed to Jillian Willis at jwillis@atlantaregional.org by the proposal deadline.

Additional information should not be required to respond to this RFP. However, technical questions should be submitted in writing to Jillian Willis no later than 5:00 PM EST on October 25, 2024. Written questions should be submitted by email to jwillis@atlantaregional.org. All questions received and responses to those questions, will be posted to ARC website by 5:00 PM EST on October 29, 2024.

If interviews are necessary, the short-listed firms will be invited to participate in an interview process with an evaluation committee to be scheduled during the week of November 18, 2024. ARC will confirm a specific interview date and time with those short-listed firms. 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.

CONFIDENTIALITY AND CONFLICT OF INTEREST

ARC is subject to the Georgia Open Records law. All proposals submitted will become public records to be provided upon request. Any information containing trade secrets or proprietary information, as defined by state law, must be marked as confidential to prevent disclosure. Confidential markings must be limited to the protected information. Entire proposals marked confidential will not be honored. Additionally, conflicts of interest are governed by the ARC Standards of Ethical Conduct available here: Standards of Ethical Conduct.

Respondents must disclose any potential conflicts of interest that may arise from the provision of services described herein. Such disclosure should include the name of individual(s) with whom there is a conflict, any relevant facts to the potential conflict, and a description of the internal controls proposed to mitigate any such conflict. ARC’s Staff Legal Counsel will determine whether such disclosure presents a potential organizational conflict of interest that should preclude award to the respondent.

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EXHIBIT A

SCOPE OF SERVICES

I. General

The work to be accomplished by the Consultant is in support of the following ARC work program component:

502BPL- Regional Development Plan Implementation

II. Background and Objectives

The Consultant shall perform all the necessary services provided under this contract within the Atlanta Metropolitan Transportation Planning Area. This planning includes all or part of the following twenty counties:

Barrow, Carroll, Cherokee, Clayton, Cobb, Coweta, Dawson, DeKalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett, Henry, Newton, Paulding, Pike, Rockdale, Spalding, and Walton. In addition, Bartow County is part of the air quality non-attainment area.

ARC promotes sustainable growth and efficient development patterns to ensure that the Atlanta region is positioned to meet the challenges of the 21st century. ARC’s Community Development Department develops and maintains The Atlanta Region’s Plan, the region’s long-range plan, as well as related policies that address significant land use issues and needs in the region.

To advance the implementation of the Atlanta Region’s Plan, ARC is providing technical assistance to cities, counties, and non-profit organizations across the region through a variety of programs, including the Community Development Assistance Program (CDAP), Culture & Community Design (CCD), and Comprehensive Planning. Each local planning project is expected to meet local needs as well as advance the implementation of the Atlanta Region’s Plan.

ARC has identified the following types of technical assistance support needed for the programs listed above, additional details for which can be found in Section III:

1. Zoning ordinance revision

2. Economic impact analysis

3. Transportation planning

4. Arts & culture planning

5. Illustration and rendering creation

6. Affordable housing analysis

7. Document formatting and production

8. Toolkit development

9. Training program development

10. Local government financial scenario planning

11. Community engagement activity development

III. Work Tasks

Task 1: Document Production/Visualization Support

The consultant will assist ARC staff in laying out documents required during the planning process. These could include reports, presentations, and outreach and engagement materials. The consultant will also prepare renderings and visualizations to convey planning-level concepts and development scenarios. Examples of potential renderings and visualizations ARC is interested in include:

• Street-level rendering of redevelopment of a currently underused site illustrating a specific site redevelopment option. The rendering could show a development with a mix of retail, office, residential, and open space; highlight the relationship of these elements to each other; and emphasize the development’s walkability and its creation of new public space.

• Street-level photo simulation contrasting current conditions along a roadway corridor with future conditions. The photo simulation could show a roadway corridor with few multimodal options and little to no sense of place and illustrate how this could be improved through major changes like land use redevelopment and infrastructure improvements or through minor improvements like wayfinding signs and streetscaping.

• Website design, formatting, and updates with visually pleasing text and color.

• Final designed and formatted planning documents with visually pleasing text and color.

Final deliverables should be suitable for use in various communications materials, including presentations, videos, and in printed materials. The visualizations described above are representative of the types of visualizations that will be desired. ARC does not have an estimate of the minimum number of illustrations to be produced through this contract and will be determined depending on the cost per visualization. The specific final products will be defined in collaboration with the selected consultant.

Task 2: Technical Advisory Role

The consultant will serve in a technical support role either for portions or the entirety of the planning process.

Tasks will include document review, guidance and participation in outreach and engagement activities, and technical support in key areas.

Specific tasks may include, but are not limited to:

Zoning ordinance revisions

- Serve in an advisory capacity to ARC staff on various zoning issues that come up during the planning process, including rewriting specific code sections and general recommendations on hot topic issues like ADUs.

Culture and Community Planning

- Serve in an advisory capacity to ARC staff on various creative placemaking issues that come up during the planning process.

Housing outreach and data analysis

- Serve in an advisory capacity to ARC staff to produce housing data estimates that are needed during the planning process.

Training

- Assist ARC staff in the preparation, development, and execution of training programs related to various planning topics.

Community Engagement

- Serve in an advisory capacity to ARC staff and provide project design and support for creative community engagement processes and activities needed during the planning process. It is not expected that the consultant will conduct the community engagement activities, but this could be part of the scope of services.

EXHIBIT B

Proposed Project Budget

1. Direct Labor Estimated Hours Rate/Hour Total Est. Cost (List by position all professional personnel participating in project)

Total Direct Labor $__________

2. Overhead Cost (OMB circulators A-87 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 subcontract, identify purpose and rate)

Total Subcontracts $__________

5. Travel

a. Travel by common carrier from/to the ARC offices.

(List number of trips and Economy class airfare, plus taxi and shuttle fares, etc.)

b. Travel by private automobile within ARC area.

(List # of days x rate)

Total Travel $__________

6. Profit (Percentage rate X basis)

Total Profit $__________

TOTAL PROPOSED BUDGET (all costs and profit) $__________

EXHIBIT B-1

Proposed Project Budget by Task

Task Amount Task 1: Document Production/Visualization Support Task 2: Technical Advisory Role

TOTAL

EXHIBIT C

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

TITLE VI

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

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION

Overall DBE Goal: As part of its DBE Plan, ARC has an established overall goal of 16.7 percent.

Program Intent. ARC has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26 ("Part 26" or "DBE Regulations").

ARC has received federal financial assistance from the Department of Transportation for this contract opportunity, and as a condition of receiving this assistance, ARC has signed an assurance that it will comply with Part 26.

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

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

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

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

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

DBEs;

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

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

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

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

ARC.

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

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

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

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

Additional information on ARC’s Disadvantaged Business Enterprise Program can be obtained from Brittany Zwald, Contract & Grants Officer, Financial Services Division, Atlanta Regional Commission, 229 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303, 470-378-1494, bzwald@atlantaregional.org.

DBE UTILIZATION PLAN

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

Name of bidder/offeror’s firm:

Address:

City: State: Zip:

Name of DBE firm:

NAICS Code:

Address:

City: State: Zip:

Telephone:

Description of work to be performed by DBE firm:

The bidder/offeror is committed to utilizing the above-named DBE firm for the work described above. The estimated dollar value of this work is $______________. The above-named DBE firm affirms that it will perform the portion of the contract for the estimated dollar value as state above.

By (Signature)

(Title)

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

(submit this page for each DBE subcontractor).

PLEASE ATTACH A COPY OF THE OFFICAL DBE CERTIFICATION FORM

Exhibit D Contract Forms

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY

AND VOLUNTARY EXCLUSION - LOWER TIER COVERED TRANSACTIONS AND LOBBYING

1. DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION- LOWER TIER COVERED

TRANSACTIONS

The prospective lower tier participant agrees by submitting this proposal that. should the proposed covered transaction be entered into. it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 49 CFR Part 29, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

The terms "covered transaction", "debarred", ·'suspended", "ineligible", "lower-tier covered transaction", "participant", "person", "primary covered transaction", "principal", "proposal", and "voluntarily excluded", as used in this clause have the meaning set forth in the Definitions and Coverage sections of rules implementing Executive Order 12549.

The prospective lo·wer tier participant certifies that, by submission of this proposal, that neither it nor its principals is presently debarred.

suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

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

2. LOBBYING

As required by Section 1352, Title 31 of the U.S. Code (as implemented at 49 CFR Part 20), the applicant certifies that to the best of his or her knowledge and belief that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Joan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.

Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code.

Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Statement for Loan Guarantees and Loan Insurance

The undersigned states, to the best of his or her knowledge and belief, that:

If any funds have been paid or will be paid to any persons for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

Submission of this statement is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code.

Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the above applicable certification( s ).

NAME OF APPLICANT AWARD NUMBER and/or PROJECT NAME

PRINTED NAME OF AUTHORIZED REPRESENTATIVE TITLE OF AUTHORIZED REPRESENTATIVE

SIGNATURE OF AUTHORIZED REPRESENTATIVE DATE

REV ARC 05/08

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 contracting with the Atlanta Regional Commission has registered with, is authorized to participate in, and is participating in the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable 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.GA. § 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.

E-Verify User Identification Number

Company Name

BY: Authorized Officer or Agent

Title of Authorized Officer or Agent of Contractor

Printed Name of Authorized Officer or Agent

SUBSCRIBED AND SWORN

BEFORE ME ON THIS THE

DAY OF _________ , 202_

Notary Public My Commission Expires: _______ _

Date of Authorization

[NOTARY SEAL)

CONTRACTOR/VENDOR INFORMATION

Legal name & address of entity with which ARC is to contract:

�f different from above

Legal name of Payee:

Payment Address:

(If additional addresse�-�.!:e needed, identify each and its purpose on the reverse of this page).

Legal entity status (please mark all that apply):

_Corporation _Partnership _Individual _Sole Proprietor _S0IC3 _501 C4 _Other Non-profit (describe) _ __ _ _ _____ _ _ State Government _County/Local Government Other(describe): ______ ___ _ _____ _ ________ _

(Federal) Employer Identification Number:

OR

Social Security Number (for an individual):

Is this contractor/vendor an attorney/law firm'? -=Y-=E ,S

:..-__ NO

Is this contractor/vendor debarred, suspended, ineligible or excluded from participation in federally funded projects? YES _N_O __

Is this contractor/vendor a:

Disadvantaged Business Enterprise under 49 CFR Part 26? '--Y--'E-"S'---_ Minority_ or Women_

If YES, attach a copy of current certification(s).

NO

Is this contractor/vendor a Non-federal entity that expends $500,000 or more in a year in Federal awards?

Y�--- NO ___ _

If so, attach a copy of most recent single or program-specific audit conducted in accordance with the provisions of 0MB Circular A-133.

Certified true and correct:

Name: Signature: _ _ ____ _ _ _ _ _ Title: Date:

Exhibit D Contract Boilerplate

ARC Contract Number

UP _______________

CONSULTANT AGREEMENT

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

WITNESSETH THAT:

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

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

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

1. Engagement of the Consultant. ARC hereby agrees to engage the Consultant and the Consultant hereby agrees to perform the services hereinafter set forth in accordance with the terms and conditions herein.

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

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