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Bid Title: Formed Based-Code Consultant for the Town of Zionsville
Category: Notice of Public Bids
Status: Closed

Description:

Formed Based-Code Consultant for the Town of Zionsville

TOWN OF ZIONSVILLE

Zionsville, IN

Issue Date: September 1, 2020

Inquiries:

Owen Young,

Planner II/Project Manager

Town of Zionsville

Planning & Economic Development Department
1100 W Oak Street

Zionsville, IN 46077

 

CC:

Wayne DeLong, AICP, CPM

Director of Planning and Economic Development
Town of Zionsville

Planning & Economic Development Department

Julie Johns-Cole,

Deputy Mayor
Town of Zionsville

 

Proposals Due: October 1, 2020 at 11:59p EST

All proposals are due by 11:59pm (local time) on October 1, 2020. Late submissions will not be considered. Only electronic submissions (submitted via parcel delivery, email, or drop off at Town Hall Utility Billing Payment Box) will be accepted.  Please submit all proposals to the following mailing address, drop off location at Town Hall (proposal installed on media device of your choice), and/or email address:

Owen Young

Planner II / Project Manager
Town of Zionsville

Planning & Economic Development Department
1100 W Oak Street

Zionsville, IN 46077

With CC to:

Questions should be sent in writing by email to: Owen Young, (cc: )

An Addendum containing submitted Questions received on/by September 14, 2020 will be provided via email to parties that have submitted Questions on or prior to September 14, 2020.  The Addendum will be emailed to parties submitting Questions approximately 10 calendar days prior to the deadline date for submittal of any responses to this Request for Proposals.

Questions posed after September 14, 2020, due to workflow, may not be answered by the Town in time for use and incorporation into a Respondent’s submittal.    

I.               PURPOSE

The Town of Zionsville (the “Town”) is requesting proposals from interested consulting firms to update our existing land use regulations from traditional style Zoning to include a Form-Based Code. While there have been additions and modifications throughout the years, the Town’s land use regulations have not gone through a full review or an update since inception.  The Town would like an update that keeps it forward thinking.  That enhances what is working, address current and future needs, incorporate additional planning goals, and revise the ordinances to a modern planning platform. The Town feels it is time to comprehensively review and update its land use regulations so that they can be more easily understood by the community, so they are consistent with state and federal statutes, and up to date with contemporary zoning and subdivision practices.

II.              BACKGROUND

The Town was established in 1852 and is located a mere 20 minutes north from the major metropolitan amenities of Indianapolis, Indiana. The Town covers approximately 67 square miles with an estimated population of 27,153 (July 2018).  The Town consolidated the townships of Union & Eagle (2010) and the unincorporated portion of Perry (2016) into its jurisdiction.  In so doing this, it has a unique footprint and is bifurcated by an adjoining jurisdiction.

The current Zoning Ordinance was adopted in 2010 and has been amended several times.  The Town has codified its Zoning Ordinance and the codified version can be viewed at americanlegalpublishing.com.  The Town’s Comprehensive Plan has been several times as well in the same time period.  The Town seeks professional planning & zoning assistance to create a Form-Based Zoning Ordinance that incorporates the goals and objectives identified in Town’s Comprehensive Plan.    

The Town, as a result of various amendments and addendums to the rules and regulations associated with development of land and the installation of improvements, has adopted a variety of documents, including:

Construction & Design Standards

Fire Protection Ordinance

Storm Water Ordinance

Subdivision Control Ordinance

These various documents are integral to the Town’s processes. Respondents should incorporate within the Form-Based Code a system or methodology that ensures a continued relationship between the documents and the new Code.    

III.            SUBMISSION REQUIREMENTS

The Town will review the responses and interview one or more Respondents.  The Town will have the Respondents provide a more detailed scope of work following the interview. After the proposal issue date, all communications between the Town and Respondents regarding this RFP shall be in writing. Any inquiries, requests for interpretation, technical questions, clarification, or additional information (“Questions”) shall be directed to Owen Young, Planner II/Project Manager by emailing   See top of this page for further details.

Information submitted in response to this Request for Proposals shall include the following:

  1. Contact information: Name, address, email address, and phone number of the consulting firm;
  2. Type of organization: Partnership, corporation, sole proprietorship; primary location of firm; names and experience of principles or directors;
  3. Firm Staffing: Names, titles, experience, and length of service of key personnel;
  4. Statement of qualifications: Narrative or other statement by the firm of its qualifications to assist with the process to create the Town’s new Form-Based Code.
  5. Availability: Statement of the availability of key personnel of the firm to undertake this project;
  6. Fees and Costs: Provide a listing of fees or hourly rates for members of the consulting team that will be involved in this project, including support personnel (do not include information on personnel who will not be regularly involved in the project);
  7. Project List: List of similar projects completed or currently underway by the firm and/or key personnel referenced under Availability; and 
  8. References: Names and telephone numbers of at least three references including name of project, brief description of project, and primary contact information whom the Town can call regarding past performance, preferably on similar projects.

Respondents shall submit their qualifications on or before October 1, 2020 at 11:59p EST as described on pages one and two of this document.

IV.            SCOPE OF SERVICES The intent of the Scope of Services described herein is to serve as a framework of major tasks as currently envisioned by the Town for the consultant’s information. This is not a comprehensive list.

  1. A complete Scope of Services and an estimated fixed fee will be developed in consultation with the selected firm based on the Town’s needs and the firm’s experience and capabilities. The Town has envisioned the following so far: A. Conduct a comprehensive review and analysis of the land use regulations and develop a Formed-Based Code, including assessing the strengths and weaknesses of the existing regulations in terms of structure, organization, clarity, ease of use, existing zoning districts and district standards, regulations of general applicability, definitions, and all procedures.
  2. Identify and recommend for inclusion, text and procedures that have not been identified by Town staff in the professional opinion of the selected firm and should be addressed to insure a complete and effective ordinance that meets local needs.
  3. Identify and correct any internal inconsistencies, omissions or errors, including grammatical and other issues in the plans.
  4. Ensure that the Form-Based Code conforms to generally accepted land use law and principles as well as state and federal statutes and case law.
  5. Create, to the fullest extent possible, a user friendly, simplified, clear and easily understood Form-Based Code, including:
    1. Revise vague, unclear or confusing language and ensure that language, terms and intent are consistent from one section to another.
    2. Ensure the essential words used in the text of the document are defined in the Definitions section and revise incorrect or inadequate definitions.
    3. Revise sections of the ordinances that are in conflict with other sections, have unintended impacts on other sections or are overly complex.
    4. Recommend improvements to the layout of the ordinance.
  6. Create the Table of Permitted Uses and Development Standards which result in a more modern and comprehensive list of permitted uses tailored to the Town’s zoning districts and development climate.
  7. The firm will be required to attend and facilitate public meetings & hearings with the Town Council, Planning Commission, residents, and other stakeholders and prepare multiple drafts of the proposed code and ordinance for review and comment. Town Staff will be available to assist the firm to facilitate the process. Town Staff will assist in meeting arrangements, advertising public meetings, workshops and hearings and other logistics. Staff will also work closely with the firm by reviewing any work product before it is submitted to any reviewing body or presented to the public.
  8. The firm will be required to maintain a project website related to the Form-Based Code effort.  The website will at a minimum provide project specific information as well an interface for the public to solicit and gain knowledge regarding the public process associated with the creation of the Form-Based Code. 

V.              METHOD OF EVALUATION

Town Staff will review the submitted qualifications using the following criteria:

  1. Firm experience/reputation/workload: Experience of the firm in similar work and record of successful results of that work. Also considered will be the firm’s ability to take on additional work, demonstrated understanding of the Town’s goals and purposes of the project, specific management approach, how well the firm’s organization structure shows sufficient depth of its present workload, and the firm’s ability to offer the breadth and quality of services required for this project. Additionally, the firm’s successful experience performing other services for the Town on past and current projects may be considered.
  2. Qualifications of the personnel assigned to this project team: The Town will give considerable weight to the individual qualifications of the project team members who will do most of the work on the project. Consideration will include qualifications of key personnel, project team member’s individual experience and other qualifications, project manager’s experience, sub-consultant’s (if applicable) individual experience and qualifications.
  3. Schedule: Consideration will be given to the firm’s availability to complete the plan updates within a reasonable timeframe.
  4. Work Performed Locally: The firm’s ability to perform the work locally will be considered.

VI.            SUBMITTAL REVIEW SCHEDULE

Town Staff will determine if interviews are needed in order to finalize selection among top candidates. Upon selection, the Consultant will be contacted to finalize the contract, fee structure and project timeframe. Final approval will be given by the Mayor.

VII.           DISCLAIMERS

Town Obligation: There is no expressed or implied obligation for the Town to reimburse firms for any expenses incurred in preparing proposals in response to this request.

Late Submissions: Any proposals received after the deadline will not be accepted or considered.

Withdrawal of Proposal: Respondents may withdraw all or any portion of a proposal at any time during and after the review and award process, up to the ratification of an agreement between the Town and the designated firm.

Withdrawal of Request for Proposal: The Town retains at all times the right to cancel or withdraw this RFP, to refuse to accept a proposal from any Respondent and to modify or amend any portion of this RFP. Notification will be provided to all consultants involved in RFP process.

Applicable laws shall apply: The contract awarded shall be governed in all respects by the laws of Indiana, and the consultant awarded the contract shall comply with applicable Federal, State, and local laws and regulations.

Equal Opportunity: The Town seeks to ensure that all segments of the business community have access to supply the services needed. The Town provides equal opportunity for all businesses and does not discriminate against any provider regardless of race, color, religion, age sex national origin or disability. The Town encourages minority and women owned business participation in the contracting process.

Confidentiality: RFP responses will become public record and, therefore, are subject to public disclosure once a contract is awarded.

Contract: The Contract will be awarded to a single Firm. The Contract for services is anticipated to begin December 1, 2020. The contract will be reviewed by the Town Attorney.  The Town’s standard form of contract (CONTRACT FOR GOODS AND SERVICES) is incorporated as a part of this release.

VIII.         SUPPORTING DOCUMENTATION

Visit http://www.zionsville-in.gov/231/Planning-Economic-Development  for more information on Town of Zionsville’s previous/current plans & ordinances. 

CONTRACT FOR GOODS AND SERVICES

            This Contract for Goods and Services is made and entered into as of the Xth day of Xxxxxx, 202_, by and between Town of Zionsville (“Contracting Party”) and XXXXXXXX. LLC (“Vendor”). 

            For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Contracting Party and Vendor, intending to be legally bound, hereby agree as follows:

            A.         Basic Terms.     This Contract is on the following basic terms and conditions:

(a)            Goods and/or services provided by Vendor:  XXXXXX, LLC (See Exhibit B attached hereto and made a part hereof). 

(b)            Location:  Zionsville, IN 46077 (the “xxxxx”)

(c)             Date by which the Services shall be completed:  Xxxxxxx  XX, 202_ (the “Completion Date”)

(d)            Purchase Price:  Xxx Hundred Xxxxxx Xxx Thousand, Xxx Hundred Xxxxxxx Xxx Dollars and 00/100, $XXX,XXX annually, (see Exhibit B – Attached Bid Document Proposal dated XX.XX.XX) Invoices are payable within forty-five (45) days following Contracting Party’s receipt of an invoice at the address specified below. 

(e)            Addresses:

If to Contracting Party (other than Invoices):

Invoice Address:

Town of Zionsville

Attn: DIRECTOR

1100 W Oak Street

Zionsville, Indiana  46077

or

Town of Zionsville

Attn:  Accounts Payable

1100 W Oak Street

Zionsville, Indiana  46077

If to Vendor:

Xxxxxxx.  

XXXXX Xxxxxx Xxxx

Xxxxxxxx, xxxxxx  xxxxxx


            B.         Contract Terms and Conditions.  This Contract for Goods and Services is subject to the Contract Terms and Conditions set forth in paragraphs 1-26 attached hereto and made a part hereof, the Project Changes, Attachment 1, and Exhibits A and B attached hereto and made a part hereof, the Project Changes, Attachment 1, and Exhibits A and B attached hereto and made a part hereof.  Parties stipulate that this agreement supersedes any and all other contracts, agreements or understandings between the Parties related to the subject matter herein.

            C.         Amendment.  No alteration, addition, deletion or modification of the Contract shall be valid or binding unless made in accordance with the provisions of paragraph 23 hereof.

            D.         Project Changes to the Contract documents.  Project-specific changes to this Contract are set forth in Attachment 1 to this Contract.  The project-specific changes modify, add to and delete from the language of this Contract.  Where any language of this Contract conflicts or is inconsistent with the project-specific changes, the project-specific changes shall control.

CONTRACT TERMS AND CONDITIONS

1.              ACKNOWLEDGMENT, ACCEPTANCE:  Vendor has read and understands this Contract, and agrees that Vendor’s written acceptance or commencement of any work or service under this Contract shall constitute Vendor’s acceptance of these terms and conditions.

2.              PERFORMANCE:  Vendor hereby agrees to provide all products, goods and services necessary to perform the requirements of this Contract and to execute its responsibilities hereunder by following and applying at all times the highest professional and technical guidelines and standards.  Contracting Party reserves the right at any time to direct changes, or cause Vendor to make changes in the goods and services or to otherwise change the scope of the work covered by this Contract with a signed Change Order, and Vendor agrees to make such changes promptly.  Any difference in price or time for performance resulting from such changes shall be equitably adjusted by Contracting Party after receipt of documentation in such form and detail as Contracting Party may require.

3.              WARRANTIES:  Vendor expressly warrants that all goods and services covered by this Contract will conform to the specifications, drawings, samples, instructions, directions or descriptions furnished to or by Contracting Party, and will be performed in a timely manner, in a good and workmanlike manner and free from defect.  In addition, Vendor acknowledges that Vendor knows of Contracting Party’s intended use and expressly warrants that all goods and services covered by this Contract have been selected, provided or performed by Vendor based upon Contracting Party’s stated use, and will be fit and sufficient for the particular purposes intended by Contracting Party.

4.              TIME AND PERFORMANCE:  The work and services under this Contract shall be completed no later than the Completion Date.  If requested by Contracting Party, Vendor shall submit for Contracting Party’s approval a detailed schedule for the performance of the work and services which shall include allowances for periods of time required for Contracting Party’s review and approval of submission by Vendor.  Time limits established by this detailed schedule shall be consistent with the Completion Date.  Time is of the essence of this Contract.

5.              PRICE TERMS:  All of the prices, terms and warranties granted by Vendor herein are at least as favorable to Contracting Party as those offered by Vendor to other customers purchasing similar goods and services under the same material term and conditions.  Vendor agrees that it will pass on to Contracting Party any discounts or savings for prompt payments or rebates for quantity purchasing it receives.

6.              DISCLOSURE, WARNINGS AND INSTRUCTIONS:  If requested by Contracting Party, Vendor shall furnish promptly to Contracting Party, in such form and detail as Contracting Party may direct, a list of all ingredients or components in the goods purchased hereunder, including the quality or concentration thereof and any other information relating thereto.  Prior to and with the delivery of the goods purchased hereunder, Vendor agrees to furnish to Contracting Party sufficient warning and notice in writing (including appropriate labels on goods, containers and packing) of any hazardous material which is an ingredient or a party of any of the goods, together with such special handling instructions as may be necessary to advise the Town of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in respect of such goods.  Vendor shall maintain at the job site all Material Safety Data Sheets (MSDS) for all products used on the job site.  Such MSDS sheets shall be available for inspection upon request. 

7.              FORCE MAJEURE:  Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and now by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes and slowdowns), inability to obtain power, or court injunction; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party within ten (10) days after discovery of the cause of such delay.  During the period of such delay or failure to perform by Vendor, Contracting Party, at its option, may purchase goods or services from other sources and reduce its schedules to Vendor by such quantities, without liability to Vendor, or have Vendor provide the goods from other sources in quantities and at times requested by Contracting Party at the price set forth in this Contract.

8.              LIENS:  Vendor shall not cause or permit the filing of any lien.  In the event any such lien is filed and Vendor fails to remove such lien of record within thirty (30) days after the filing thereof, by payment or bonding, Contracting Party shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.  Vendor shall indemnify and hold harmless Contracting Party from and against any and all liability, loss, claims, costs and expenses, including attorneys’ fees, incurred by Contracting Party in connection with any such lien.

9.              DEFAULT:  In the event Vendor commits any of the following (each, a “Default”):  (a) repudiates or breaches any of the terms of this Contract, including, without limitation, Vendor’s warranties; (b) fails to perform services or deliver goods as specified by Contracting Party; (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods, and does not correct such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Contracting Party specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a general assignment for the benefit of credits or (if Vendor is a partnership or corporation) dissolves, Contracting Party shall have the right (1) to terminate all or any part of this Contract, without liability to Vendor; (2) to perform or obtain, upon such terms and in such manner as it deems appropriate in its sole discretion, the goods and services which were to be provided by Vendor and Vendor shall be liable to Contracting Party for any excess costs of Contracting Party in performing or obtaining such similar goods and services; and (3) to exercise any other right or remedy available to Contracting Party at law or in equity. 

10.           LIMITATION OF CONTRACTING PARTY’S LIABILITY:  Vendor agrees that Vendor shall look solely to Contracting Party’s interest in and to the Town property, including, without limitation, any management fee, if applicable, subject to prior rights of any mortgagee or ground lessee of the Town property, for collection of any judgment (or other judicial process) requiring payment of money by Contracting Party in the event of default or breach by Contracting Party of any of the covenants, terms or conditions of this Contract to be observed or performed by Contracting Party, and that no other assets of Contracting Party shall be subject to levy, execution or other process for satisfaction of Vendor’s remedies.

11.           REQUIRED INSURANCE AND INDEMNIFICATION:

(a)            Vendor shall purchase and maintain the following insurance, with the following limits, in connection with any claims that may arise out of or result from Vendor’s operations, whether performed by Vendor or anyone for whose acts Vendor may be liable:

Worker’s Compensation

Required.

Employer’s Liability

$2,000,000 each accident, $2,000,000 disease each employee, and $2,000,000 disease policy limits.

Commercial General Liability (CG0001), including Personal Injury, Premises Operations, Completed Operations and Products coverages (for a minimum period of two (2) years after substantial completion), including (1) explosion, collapse or underground property damage hazards, and (2) damages or injury arising from defective work, including costs to repair or replace damaged work.  (The Commercial General Liability Insurance may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by an Excess or Umbrella Liability Policy). 

$5,000,000 Per Occurrence and $5,000,000 General Aggregate.

Commercial Automobile Liability, including Owned, Non-Owned and Hired Car coverages. 

$5,000,000 Combined Single Limit for Bodily Injury and Property Damage. 

(b)            The insurance shall be procured from companies licensed to do business in the state in which the Town property is located.  Except as otherwise expressly set forth herein, coverage shall be on an occurrence basis.  All insurance procured or maintained by Vendor shall be primary.  Any insurance maintained by Contracting Party shall be considered excess and non-contributory.  Vendor shall permit Contracting Party to examine the actual policies upon request.

(c)             A Certificate of Insurance acceptable to Contracting Party shall be submitted to Contracting Party prior to commencement of any work hereunder, including, without limitation, a certificate issued by the Industrial Board or other appropriate agency in the state where the Town property is located showing that the Worker’s Compensation and other employee benefit insurance is in full force and effect.  Each insurer shall possess an A.M. Best’s rating of no less than A-VIII as of inception of this Contract.  The Certificate of Insurance shall contain a provision that coverage shall not be canceled unless at least thirty (30) days’ prior written notice has been given to Contracting Party.  The Certificate of Insurance shall name Town of Zionsville as an additional insured with respect to all but the Worker’s Compensation coverage.  The additional insured endorsement shall state that coverage is afforded the additional insured as primary and non-contributory.  In addition, each Certificate of Insurance shall provide that the Certificate Holder is the Contracting Party, c/o Town of Zionsville.  Vendor shall not have earned any fees nor be due any payments hereunder unless and until such Certificate of Insurance is received by Contracting Party. 

(d)            Vendor shall indemnify and hold harmless Contracting Party, and its employees from and against any and all liability, claim, damage, loss or expense (including, without limitation, court costs and attorneys’ fees) resulting or arising from any act or omission of Vendor, its agents, employees or subcontractors, but not to the extent arising directly out of the negligence of Contracting Party.  This subparagraph (d) shall survive the expiration or termination of this Contract.

(e)            Without limiting anything set forth in this paragraph 11, the following additional insurance coverage limits are required for survey, right-of-way services, the design; including site planning, and MEP services:  $2,000,000 per claim professional liability, with retroactive coverage to the earlier of date of execution of Contract and commencement of any work.

(f)             If Vendor fails to maintain the insurance as set forth herein, Contracting Party may terminate this Contract immediately or, at the option of Contracting Party, Contracting Party may obtain insurance on the Vendor’s behalf and offset the cost of insurance against any payments due Vendor.

12.           SAFETY:  Vendor shall fully observe any and all known federal, state and local safety performance standards and all additional applicable laws, ordinances, rules, regulations and orders of public authorities having jurisdiction over the work area.  Without limiting the foregoing, Vendor shall also comply with Contracting Party’s Rules of Conduct, a copy of which is attached hereto as Exhibit A and made a part hereof.  Compliance with such standards, laws, ordinances, rules, regulations and orders shall be at the sole cost of Vendor.  Violations can and/or will result in immediate corrective and disciplinary actions being taken, including, without limitation, termination of this Contract.  If this Contract is terminated pursuant to this paragraph 12, Contracting Party shall not be required to make any further payments to Vendor except for conforming goods and services rendered prior to such termination.  A safety representative employed by Contracting Party or an insurer may, from time to time, conduct safety inspections and submit safety findings.  Vendor shall, at its expense, implement any abatement procedures recommended by such safety representative or insurer.

13.           SETOFF:  In addition to any right of setoff provided by law, all amounts due Vendor shall be considered net of indebtedness of Vendor to Contracting Party, and Contracting Party may deduct any amounts due or to become due from Vendor to Contracting Party and its affiliates and subsidiaries from any sums due or to become due from Contracting Party to Vendor.

14.           ADVERTISING, PUBLITOWN AND PUBLIC RELATIONS:  Vendor shall not, without first obtaining the express written consent of Contracting Party, in any manner advertise or publish the fact that Vendor has contracted to furnish Contracting Party the goods or services herein contracted, or use any trademarks or tradenames of the Town’s advertising, promotional materials or web sites.  In the event of Vendor’s breach of this provision, Contracting Party shall have the right to terminate the undelivered portion of any goods or services covered by this Contract and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

15.           GOVERNMENT COMPLIANCE:  Vendor agrees to comply with all present and future federal, state and local laws, orders, rules, regulations, codes and ordinances which may be applicable to Vendor’s performance of its obligations under this Contract, and all provisions required thereby to be included herein, are hereby incorporated by reference.  Vendor agrees to indemnify and hold harmless Contracting Party from and against any loss, damage, liability, cost or expense (including, without limitation, attorneys’ fees) resulting from any violation of such laws, orders, rules, regulations, codes or ordinances.

16.           NO IMPLIED WAIVER:  The failure of either party at any time to require performance by the other party of any provision of this Contract shall in no way affect the right to require such performance by any time thereafter, nor shall the waiver of either party of a breach of any provision of this Contract constitute a waiver of any succeeding breach of the same or any other provision.

17.           NON-ASSIGNMENT:  Vendor shall not assign or pledge this Contract whether as collateral for a loan or otherwise and shall not delegate its obligations under this Contract without Contracting Party’s express written consent.

18.           RELATIONSHIP OF PARTIES:  Vendor and Contracting Party are independent contracting parties and not agents, employees, partners, joint ventures or associates of one another, and nothing in this Contract shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.  The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever.  Vendor shall pay all wages and appropriate expenses of its employees, including, without limitation, all federal, state and local taxes, social security taxes and other employment or personnel taxes or assessments.  Contracting Party shall not be liable for any injury (including death) to any persons, or any damages to any property incurred in connection with the performance of this Contract.

19.           GOVERNING LAW:  This Contract is to be construed in accordance with and governed by the laws of the state where the Town property is located.

20.           SEVERABILITY:  If any term of this Contract is invalid or unenforceable under any statute, regulation, ordinance, or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, contract or rule, and the remaining provisions of this Contract shall remain in full force and effect.

21.           NOTICE:  Any notice provided for in this Contract will be sufficient if given by certified mail return receipt requested, or by reputable overnight courier service, to the party to be notified at the address specified in the Contract.  If sent by overnight courier, the notice shall be deemed to have been given one (1) day after sending.  If mailed, the notice shall be deemed to have been given on the date that is three (3) business days following mailing.  Either party may change its address by giving written notice thereof to the other party. 

22.           TERMINATION:  Contracting Party may terminate this Contract (a) immediately, in the event of a Default by Vendor, or (b) at any time without cause upon _____ (__) days’ prior written notice to Vendor.  In the event of such termination, Vendor shall be entitled to receive only payment for conforming goods delivered as of the date of termination and compensation for services which have been accrued pro rata as of the date of termination, after deduction of all of Contracting Party’s costs and expenses, including, without limitation, attorneys’ fees, incurred in connection with any Default by Vendor.

23.           ENTIRE AGREEMENT:  This Contract, together with any attachments, exhibits, or supplements, specifically referenced in this Contract, constitutes the entire agreement between Vendor and Contracting Party with respect to the matters contained herein and supersedes all prior oral or written representations and agreements.  This Contract may only be modified by a written instrument executed by both parties.  Each signatory that executes this Agreement on behalf of the Contracting Party stipulates that they have executed this Agreement with the proper authority duly granted to bind that respective Contracting Party.

24.           OFAC COMPLIANCE:  The Office of Foreign Assets Control (OFAC) prohibits US persons from entering into transactions with individuals, groups, and entities, such as terrorists, narcotics traffickers and those engage in activities related to the proliferation of weapons of mass destruction, collectively referred to as Specially Designated Nationals (“SDN”).  If the name of Vendor or any individual in a management position with Vendor is discovered on the SND list, published by OFAC, such discovery shall constitute a material breach of this Contract.  Contracting Party shall promptly notify Vendor, which shall have three (3) days in which to provide to Contracting Party clear and convincing evidence that (a) neither Vendor nor any individual in a management position with Vendor is an SND, (b) the transaction is authorized by OFAC or (c) a statutory exemption exists that permits Contracting Party to do business with Vendor.  Should Vendor fail to do so, then Contracting Party shall terminate this Contract for cause without further notice or grace period.

25.           IRCA COMPLIANCE:  The Immigration Reform and Compliance Act of 1986 (IRCA) prohibits the employment of unauthorized aliens and requires all employers to: (1) not knowingly hire or continue to employ any person not authorized to work in the United States, (2) verify the employment eligibility of every new employee (whether the employee is a U.S. citizen or an alien), and (3) not engage in discrimination against qualified workers.  The Vendor shall comply with IRCA and all other applicable federal, state and local immigration laws, regulations, Executive Orders (‘other immigration laws”) and by executing this Agreement, warrants that it is in full compliance with all applicable immigration laws including, but not limited to, IRCA and has used E-Verify to pre-screen job applicants and re-verify current employees.  Vendor shall immediately remove any employee known to be an unauthorized alien.  Failure to comply with IRCA or other immigration laws shall constitute a material breach of this Agreement.  The Vendor shall indemnify the Town of Zionsville against all damages, losses and expenses, including attorneys’ fees, incurred or sustained by the Town of Zionsville as a result of the Vendor’s failure to comply with IRCA or other immigration law.  Vendor shall include this provision in any subcontracts or subordinate agreements it enters into with respect to this Agreement.

 26.      IRAN CERTIFICATION: Consultant hereby certifies, in accordance with I.C. 5-22-16.5-1 et seq., to have no engagement in investment activities in Iran as defined in the above cited statute.

EXECUTED this _______ day of __________________, 20_______.

Contracting Party:

Town of Zionsville

1100 W Oak Street

Zionsville, IN 46077

__________________________________

Signature

_________________________________

Printed Name

__________________________________

Title

__________________________________

Date

Consultant:

Xxxxx, LLC

Xxx Xxxxx Xxxxx

XXXX Xxxxxx St., Ste XXX

Xxxxxxx, IN XXXXX

__________________________________

Signature

_________________________________

Printed Name

__________________________________

Title

__________________________________

Date


EXHIBIT A

Rules of Conduct

In an effort to have COMPLETE CUSTOMER SATISFACTION, we have prepared the following Rules of Conduct.  Your personnel’s compliance with these rules will help us collectively acquire COMPLETE CUSTOMER SATISFACTION.

q  Conduct yourselves in a professional manner in all areas of the Town.  Radios or audio equipment, other than communication, are strictly prohibited.

q  No Graffiti.

q  Be neat, clean and QUIET while in or NEAR occupied Town spaces.  Protect hallway and entries with temporary carpet runners.

q  No vehicles shall be brought or parked in the buildings, or are to be parked in parking spaces outside allotted for handicapped parking.

q  Proper work attire shall be required at all times. 

q  Only authorized personnel shall be permitted in work areas.  Identification or uniforms may be required.

q  Always check in with appropriate Town officials prior to beginning work in a new work area.

q  Do not use Town equipment.

q  Housekeeping is paramount.  Remove all dirt and debris created by your activity.  Project to be broom swept and trash removed on a daily basis and as needed by each applicable trade.

q  Smoking and the use of smokeless tobacco are prohibited on Town properties.

q  Loud and/or foul language is prohibited.

q  Food and drink shall not be permitted in carpeted Town spaces.

q  Material storage and/or debris shall not be left in unsecured areas.

q  Exits and entrances shall be maintained clear and unobstructed.  Securing of the work area is the responsibility of the vendor and shall be locked at night.

q  Thermostats shall not be adjusted unless the Town has granted permission.

q  Loading and unloading shall be in permitted area of the work site only.

q  When dealing with citizens, be courteous at all times, keep all negative comments to yourself or discuss them with the Town personnel.

q  Special care shall be taken at all times to protect the surroundings of the work area.  Dust, fumes and vapors controls shall be employed.

q  Town officials shall be made aware of work that creates noxious odors.  Any odiferous work is to be coordinated with the Town to allow for proper advanced notification with the affected citizens.

q  Any work that will compromise the existing utilities shall be coordinated with the Town.  Arrangements shall be made with the Town if special access is required.

q  No use of power actuated tools or hammer drills is permitted at an occupied Town building between the hours of 7:00 AM and 5:00 PM, or as directed by Town officials. 

q  Only designated freight elevators that are properly protected shall be used by the contractors and vendors.

q  Safe working practices shall be observed at all times.  The safety of your employees, the buildings and the work site is considered to be paramount.  All work shall be conducted and completed by the guidelines set forth by the Federal, Local and State Authorities. 

q  Fall protection shall be worn, observed or employed when working in articulating boom lifts, scissors lifts, ladders, scaffolding and any other activity where workers are exposed to a fall and shall compile with the provisions of  OSHA and IOSHA.

q  Any and all "Hot Work" shall have an appropriate fire extinguisher immediately accessible and be pre-approved by the Town officials.

q  All electrical service shall be properly protected with a GFCI, including the use of extension cords on permanent power. 

q  Eye protection shall be worn at all times when cutting, grinding, chipping, drilling or using power actuated tools.

Non-compliance with the foregoing Rules of Conduct shall result in disciplinary procedures up to and including removal from the project.

EXHIBIT B

Proposals attached dated XX-XX-202_

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Attachment 1

No Project-specific changes at this time

 

Publication Date/Time:
9/1/2020 12:00 AM
Closing Date/Time:
10/1/2020 11:59 PM

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