RFP_24_029 Addendum 2.pdf

Addendum Number 2

Request for Proposal (“RFP”) 24-029

North Springs MARTA Station TOD & Peachtree Dunwoody Road Corridor Study

COMPLETE THIS ADDENDUM, SIGN and SUBMIT with the RFP

RESPONSE DUE DATE: December 27th, 2023, 2:00 p.m.

To All Prospective Offerors: In reference to the RFP listed above, the following changes are hereby incorporated into the RFP.

Question 1: Page 10 of the RFP, in section header “Contents of Proposal”, states “(Proposal should be up to nineteen (19) as identified below, not including appendix)”. Is this meant to mean the Proposal is limited to 19 pages, not including the appendix?

Answer: Yes, this proposal should not be more than 19 pages (not including the cover sheet)

Question 2: Can you please confirm that Attachment A “Contract” is included for reference and does not need to be signed or included in the proposal?

Answer: This attachment doesn’t require a signature; it doesn’t need to be included in the proposal

Question 3: Can you please clarify what “Attachment A-1 – Subcontractor Agreement” is? Is this the sample contract? Page 26 of the RFP says “Exhibit A Scope of Work/Contractor Proposal (Attached)” but the page is empty. The page following is labeled “Attachment A-1…(Attached)” and is also blank. Is there anything from Attachment A that needs to be included in the Proposal response?

Answer: Purchasing, subgrant agreement that in the documents in Bonfire listed as “UP2355 Sandy

Springs TOD Study Fully Executed. Nothing from Attachment A-1 needs to be included its services for internal purposes.

Question 4: Page 28 of the RFP is “Exhibit B Fee Schedule” but that page is empty. Can you please confirm what format the fee schedule/cost proposal is supposed to follow?

Answer: Exhibit B is based on the fee proposal to complete Task 1 through Task 4. The cost proposal is submitted submission in Bonfire. The updated form for Exhibit B "Cost Proposal”, is provided in the addendum.

Question 5: Can proposers include a cover page not counted towards the page limit?

Answer: Yes, please refer to Section 5.A (Technical Proposal Requirements)

Question 6: Can 11x17 page size be used for items like the project schedule and project budget?

Answer: We do not accept 11 x 17 documents; we can only accept standard letter size documents thru the bonfire application.

Question 7: Is the 3-5 project references inclusive of the entire proposed team? Is the total for the entire proposed team (prime + subconsultants).

Answer: The 3-5 project references shall be from the prime.

Question 8: Is the Firm Overview section primarily for the Prime Consultant firm or do we need to include information from proposed partners/subconsultants?

Answer: The Firm Overview should focus on the Prime Consultant firm.

Question 9: Are subs required to fill out the forms – Exhibits C – H?

Answer: The prime contractor will be the only representative to sign these exhibits.

Question 10: Are proposer’s submitting the sample agreement exhibits as “forms” with the response or can they be included as an attachment in an appendix?

Answer: The exhibits shall be requested of the awardee.

Question 11: Can notarized forms be completed and submitted electronically?

Answer: Yes, electronic notarized forms will be accepted.

Question 12: Will there be interviews for the top candidates, and when will those interviews take place?

If yes, Will interviews be held in-person, or virtually?

Answer: At the City’s discretion, selected Offerors may be interviewed. If conducted, interviews will take place in mid-January 2024. The City will determine at a later date if the interviews will be held in person or virtually. Please review the provided schedule of events in Section 8.

Question 13: Are cost proposals submitted by proponents required to comply with federal acquisition regulation (FAR) part 31 (federal cost principles for for-profit entities)?

Answer: FAR only applies to federal contractors. Everything for this study should follow the federal subgrantee provisions, not contractor provisions. The relevant cost principles are those in 2 CFR 200

Subpart E.

Question 14: Is there a template for the Exhibit B - Cost Proposal?

Answer: Disregard Section 5.B. Please review the third paragraph in the Evaluation Criteria. The Cost

Proposal shall be submitted separately in Bonfire.” The cost proposal is included in this addendum and shall be submitted in the named slot provided in Bonfire.

Question 15: We typically negotiate subcontracts in coordination with our final agreements with clients.

This is because of the terms and conditions of the subcontract most often depend upon provisions required by the prime agreement. Would Sandy Springs confirm that a proposer may include its proposed allocation of work and fee to the subcontractor and does not need to include a drafted subcontract at the time of submittal?

Answer: Please refer to Exhibit H

Question 16: In reviewing the Subgrant, we do not see a timeline for when ARC will pay Sandy Springs invoices. Will ARC pay Sandy Springs invoices within 30 days of receipt or sooner?

Answer: ARC will pay Sandy Springs invoices within a net 30-day period from the receipt of the invoices.

Question 17: Would Sandy Springs replace the seventh recital of the sample agreement with the following text: “WHEREAS, Contractor understands and agrees that it is subject to applicable terms, conditions and requirements of the Subgrant for subcontracts under the Subgrant; and”. This would help clarify that we are responsible for the provisions related to any subcontractor as the selected proposer would not be the subgrantee themselves.

Answer: The City is not willing to add any additional language to this section.

Question 18: Would Sandy Springs remove the word “special” from the first sentence of Section 7.

Standard of Performance and Compliance with Applicable Laws of the sample agreement? While we possess the skill to perform the services indicating that there is a “special” skill may indicate that something is required other than the ordinary professional who provides similar services. This may be perceived as an elevation of the ordinary standard of care (as covered by professional liability insurance) and possibly jeopardize insurance coverage.

Answer: The City is not willing to remove the word "special" from the first sentence of Section 7, Standard of Performance and Compliance with Applicable Laws of the sample agreement.

Question 19: Would Sandy Springs replace the fourth paragraph of Section 7. Standard of Performance and Compliance with Applicable Laws of the sample agreement with the following text: “Contractor shall be subject to the terms and conditions of that certain Subgrant Agreement between Sandy Springs and

ARC as applicable to a third-party subcontractor of Sandy Springs in connection therewith and with respect to this Project, a copy of which is attached hereto and incorporated herein by this reference.” As a proposer, this provides clarity that we are not responsible for Sandy Springs obligations as the subgrantee, but those terms and conditions that would be applicable to a third-party subcontractor of the subgrantee.

Answer: The City would be willing to make it clear the proposer is not responsible for Sandy Springs’ obligations as the subgrantee.

Question 20: Would Sandy Springs in Section 10. Insurance and Indemnification of the sample agreement delete the words “or resulting from” from the clause? We request this modification so that our indemnity obligation does not require us to indemnify beyond the extent caused by our negligence, recklessness or intentionally wrongful conduct. The original provision requires us to take on potential liabilities beyond that and is uninsurable for this type of professional services under industry standard professional liability policies.

Answer: Section 10 is not written as nor intended to be a blanket “broad form” indemnity agreement which requires indemnification of unrelated parties. As written, for the “or resulting from” language to be applicable, there would have to be an action to proceed or arise as a consequence or effect of the contractor or its further described third parties providing services under this contract. Therefore, the “or resulting from” wording will not be removed.

Question 21: Would Sandy Springs replace the Section 21. Copyright, Trademark and Patent

Indemnification of the sample agreement with the following text: “Contractor warrants it has the rights to use and license all products, software and services provided under this agreement. Contractor further agrees to indemnify and hold harmless Sandy Springs against any claims brought by a third party including, without limitation, reasonable attorneys' fees and costs, to the extent caused by a claim that the Software, Products and Services used in the scope of this Agreement violated a third party’s trademark, copyright or patent. Notwithstanding the foregoing, Contractor shall not be liable for claims or disputes in connection with any allegation of patent or copyright infringement arising out of information or intellectual property provided to Contractor by City or its agents which are incorporated into the Contractor’s deliverables under this Agreement. Copyright, trademark and patent indemnification shall survive the termination, cancellation or expiration of this Agreement.” We request the indemnification for intellectual property matters to apply only to the extent caused by the violation.

We also request for the City to be responsible for information that it provides to us in this regard if that information provided by the City breaches another’s intellectual property rights.

Answer: Not sure as to what the question is getting to but the City cannot indemnify. Without further explanation, the City would not change the Section.

Question 22: Would Sandy Springs add a mutual waiver of consequential damages to the sample agreement? A sample clause follows: “The City and Contractor mutually waive consequential damages, including but not limited to damages for loss of profits, loss of revenues, loss of business and of business opportunities, for claims, disputes or other matters in question arising out of or relating to this

Agreement.” A mutual waiver of consequential damages may benefit both parties and is common in many standard forms in the A&E industry.

Answer: Yes, the City can add a mutual waiver of consequential damages to the agreement.

Question 23: Would Sandy Springs add the words “or authorized” after licensed in the opening sentence of Exhibit G Insurance Requirements of the sample agreement? Lloyds as one of the premier professional liability carriers in our industry is authorized to provide coverage and a common carrier for many reputable and large service providers.

Answer: Yes, the City can add “or authorized” after licensed in the opening sentence of Exhibit G

Insurance Requirements.

Question 24: Would Sandy Springs add the word “reasonable” before “acceptable to City covering” in the opening sentence of Exhibit G Insurance Requirements of the sample agreement? This would add a reasonableness standard to such determinations.

Answer: No, the City will not allow for the addition to add “or authorized” after licensed in the opening sentence of Exhibit G Insurance requirements.

Question 25: Would Sandy Springs replace Exhibit G Insurance Requirements 1. Workers’ Compensation and Employer’s Liability Insurance of the sample agreement with the following text: “Workers’

Compensation Insurance in compliance with the applicable Workers’ Compensation Act(s) of the state(s) wherein the work is to be performed or where jurisdiction could apply in amounts required by statutes.

Employer’s Liability Insurance, with limits of liability of not less than $1,000,000 bodily injury by accident

-per accident, $1,000,000 bodily injury by disease – each employee and $1,000,000 bodily injury by disease – policy limit.” We meet what we understand to be the intended limits and coverage. These changes specify how the limits respond to bodily injury in the case or disease or accident.

Answer: Yes, The City shall discuss this section with the awardee

Question 26: Would Sandy Springs replace Exhibit G Insurance Requirements 2. Commercial General

Liability Insurance of the sample agreement with the following text: “, including contractual liability insurance, product and completed operations, personal and advertising injury, subject to the policy terms, conditions, and exclusions with limits of liability of not less than $1,000,000 each occurrence /

$2,000,000 policy general aggregate for personal injury, bodily injury, and property damage /

$2,000,000 products/completed operations aggregate. Commercial General Liability Insurance shall be written on an “occurrence” form.” We meet what we understand to be the intended limits and coverage. A general liability policy would not respond to any type of liability under the contract. This is why there are other coverages required (such as automobile and professional liability). Additionally commercial general liability policies in our industry typically have two separate aggregates: a general aggregate, and a products/completed operations aggregate.

Answer: The substitute wording is acceptable.

Question 27: Would Sandy Springs replace Exhibit G Insurance Requirements 4. Umbrella Insurance of the sample agreement with the following text: “with limits of liability excess of Employer’s Liability

Insurance, Commercial General Liability Insurance and Automobile Liability Insurance, subject to the policy terms, conditions, and exclusions, in the amount of not less than $3,000,000 per occurrence and aggregate” We meet what we understand to be the intended limits and coverage. The umbrella coverage would be subject to policy terms and a per occurrence and aggregate limit.

Answer: Excess wording is acceptable. This change in wording is acceptable.

Question 28: Would Sandy Springs confirm that Contractor’s Pollution Legal Liability coverage is not applicable? Many consultants carry Contractor’s Pollution Liability as a feature of their professional liability policy but not this specific type of policy requested here. We do not understand the scope to include environmental hazards so we believe this would be inapplicable.

Answer: This coverage doesn’t apply to this solicitation

Question 29: Would Sandy Springs replace from Sample Agreement Exhibit G Section 6. Professional

(Errors and Omissions) Insurance, the first three sentences with the following text: "for Professional

Services and for all Design/Build Projects with limits of liability of not less than $3,000,000 per claim /

$3,000,000 policy aggregate. Such policy shall also include coverage for losses arising from the breach of information security or cyber liability (including Errors and Omissions, Security and Privacy Liability and

Media Liability), whether combined with the Professional Liability policy or placed as a separate policy but carrying the same limits of liability. Such coverage shall apply to damages to the extent caused by negligent acts, errors, or omissions, including all prior acts, related to the professional services to be provided under this Contract.” Professional liability policies in our industry are written generally on a claims-made basis covering damages to the extent caused by negligence in the performance of professional services. Commercially available professional liability that includes prior acts will typically have an inception date which could be viewed as a limitation.

Answer: The City understands some professional policies include specific coverage for third-party cyber liabilities and will accept such as a substitute coverage provision. The City may except such as a substitute coverage provision after reviewing.

Question 30: Would Sandy Springs delete from Sample Agreement Exhibit G Section 6. Professional

(Errors and Omissions) Insurance, the sentence that begins: “The policy shall be amended…”

Professional liability policies will provide vicarious liability for services provided by subconsultants, but those subconsultants or independent contractors would not be insureds on the same policy. This is more a feature of a project-specific professional liability policy, the purchase of which would be cost-prohibitive for this type of project.

Answer: Yes, we will discuss this section with the potential awardee.

Question 31: Would Sandy Springs delete from Sample Agreement Exhibit G Section 6. Professional

(Errors and Omissions) Insurance, the sentence that begins: “The definition of Contractual Liability…”

Contractual Liability is not available in the standard commercial marketplace for professional liability practice policies that cover the services in the RFP.

Answer: Yes, we will discuss this section with the potential awardee.

Question 32: Would Sandy Springs replace in the Sample Agreement Exhibit G Section 6. Professional

(Errors and Omissions) Insurance, the sentence that begins “Further” with the following text: “Further, for cyber liability, coverage shall be afforded for fraudulent acts, misappropriation of trade secrets, computer attacks, personal injury, regulatory actions, wrongful acts, privacy policy, and insured versus insured as it concerns the City as an additional insured therein.” Internet professional services would be a feature of a technology errors and omissions policy for consultants who provide technological consulting services. Consultants who don’t provide that type of service aren’t eligible for that type of policy and standard cyber policies don’t contain that coverage. Additionally, additional insured status would only apply (and be available) as applicable to the cyber policy (not professional liability).

Additional insured status is where an insured versus insured clause may become relevant.

Answer: Yes, due to the scope of work for this contract the substitute wording is acceptable.

Question 33: Would Sandy Springs replace in the Sample Agreement Exhibit G Section 6. Professional

(Errors and Omissions) Insurance, the sentence that begins "If the Contractor receives" with the following text: " If the Contractor receives notice of non-renewal or cancellation of any of the required coverages, the Contractor shall promptly advise the City in writing." We may not know what constitutes a material change to Sandy Springs, and our insurance will not provide notice of material change to others for a similar reason. Our insurers will agree to provide notice of cancellation and non-renewal.

Answer: The City can agree to replace the sentence in Exhibit G Section 6 with the proposed text:

Question 34: Would Sandy Springs replace in the Sample Agreement Exhibit G Section 6. Professional

(Errors and Omissions) Insurance, the sentence that begins “Failure of the Contractor” with the following text: “Failure of the Contractor to promptly notify the City on non-renewal or cancellation of any of the required coverages may terminate the Agreement as of the date that the Contractor should have given notification to the City, upon election of same by City.” We may not know what constitutes a material change to Sandy Springs, and our insurance will not provide notice of material change to others for a similar reason. Having the agreement automatically terminate may be a disadvantage to both parties. We recommend that this be if notice of cancellation or non-renewal is not provided and upon the City’s election.

Answer: No, The City cannot agree to replace the current language with the suggested text. The existing provision is crucial for ensuring timely notification of any changes to the required insurance coverages.

Question 35: Would Sandy Springs replace the Sample Agreement Exhibit G subsection “a.” with the following text: " a. A provision that coverage afforded under such policies shall not expire, be canceled or non-renewed without at least thirty (30) days prior written notice to the City, except ten (10) days for non-payment of premium." Our insurers will not agree to provide notice of any alteration, which is common in the industry.

Answer: Unfortunately, the City cannot agree to replace the current language with the proposed text.

Our existing terms are essential for ensuring adequate notification in case of policy changes.

Question 36: Would Sandy Springs in the Sample Agreement Exhibit G add to the sentence that begins

“A copy of these” add in the phrase “additional insured and waiver of subrogation” before the word

“endorsements” to clarify what endorsements need to be provided? These are the typical endorsements that are included with certificates of insurance.

Answer: This clarity is acceptable.

Question 37: The RFP notes that “Offerors should include fees per participant for the Services outlined in Exhibit B of the attached model contract.” However, the Exhibit B included with the RFP is blank.

Please advise what format should be used for the Cost Proposal.

Answer: Please review response to question #14.

Question 38: Please confirm which forms need to be completed and included with submitted proposals?

Answer: The following documents need to be included in the proposal: Proposal Signature and

Certification, Corporate Certificate, and Exhibit H

Question 39: Can proposals include 11x17 pages?

Answer: Please refer to Question# 6

Question 40: What is the anticipated timeline for the study completion?

Answer: All work and services must be completed on or before November 15, 2024.

Question 41: Can the City of Sandy Springs lead the public engagement activities with the selected design professional in a support role?

Answer: The selected offeror will lead the public engagement activities. The City of Sandy Springs will support.

Question 42: Given that MARTA owns the 13-acre TOD site, what will be their role in the plan development process?

Answer: MARTA will be a participant in the project team meetings and will provide the team with available data. It is expected that MARTA will provide guidance and feedback throughout the process.

There is potential to use the North Springs MARTA Station for public engagement.

Question 43: Is additional funding available for this planning study considering the large scope?

Answer: There is no additional funding available for this study. The City reserves the right to negotiate a revised scope and/or fees. See Section 5.C.3 for the City’s negotiation and best and final offer process.

Question 44: Is a survey available for the 13-acre TOD Site that includes topography, utilities, property lines, and tree types, sizes, and locations?

Answer: The City of Sandy Springs does not have survey of the site. Topography data can be accessed through the City’s GIS Open Data portal. Parcel lines can be accessed through the Fulton County’s Open

Data portal, but please note that the accuracy varies. City of Sandy Springs can provide stormwater infrastructure GIS data to the selected offeror. Water utility GIS data can be acquired from City of

Atlanta Department of Watershed Management. Sewer utility GIS data can be acquired from the Fulton

County.

Question 45: Does the City or MARTA anticipate any changes to the two garages and existing circulation patterns on the MARTA property outside of the 13-acre study area?

Answer: This question will be explored during the planning process.

**Update**

COST PROPOSAL

Grand Total Cost/Price: ________________________________________________________

The Bid Schedule Fee Estimate shall include all estimated costs, expenses, and pricing (direct and indirect) along with a timeline/schedule in Gantt chart format showing the completion of the project through the proposal process. Please use the above form to provide all cost/pricing. Please submit in the requested information labeled cost proposal.

Items

No.

Description Cost/Price

Task #1 Project Management and

Public Engagement

Task #2 Existing Conditions

Task #3 Transportation and North

Springs Marta Station Improvements

Task #4 Recommendation &

Documentation

I hereby acknowledge receipt of Addendum Number 2 for #24-029 North Springs MARTA Station TOD &

Peachtree Dunwoody Road Corridor Study and have incorporated the changes into my response for the above-mentioned Request for Proposal.

COMPANY NAME:

CONTACT PERSON:

ADDRESS:

CITY: _________________________________STATE: ___________ ZIP: ________________________

PHONE: ________________ FAX: _______________

EMAIL ADDRESS: ______________________________________

SIGNATURE: ____________________________________________

DATE: ______________________________________