2025 Town of Windsor RFP for Broker Services - Sign Code_9.2.2025.pdf

Request For Proposal (RFP)

TOW-CD-2025 - 001

for

Sign Code Update Town of Windsor Municipal Code

(Chapter 15 Article XVII) Town of Windsor

301 Walnut Street Windsor, CO 80550

Telephone: (970) 674-3490 Fax: (970) 674-2456 https://windsorgov.com/

REQUEST FOR PROPOSAL (RFP)

TOW-CD-2025-001 September 2, 2025

Town Contact: Kimberly Lambrecht – Long Range Planner Email: klambrecht@windsorgov.com

PROPOSAL CRITERION/SUBMITTAL REQUIREMENTS

Proposals must be received no later than September 26, 2025, by 3:00 pm MDT.

Proposals received after this date and time will not be considered.

Proposals shall be submitted via BidNet in a single .PDF file under 20MB. In addition, three (3) bound hard-copy proposals shall be submitted by mail or dropped off at the address below. Hard-copy proposals shall also be received by the deadline noted above.

Town of Windsor ATTN: Planning Department – Kimberly Lambrecht 301 Walnut Street Windsor, CO 80550 (Please reference: TOW-CD-2025-001 Sign Code Update on the exterior of the package.

Questions concerning the scope of the bid, or the bid submittal process shall be submitted in writing via email to Kimberly Lambrecht (klambrecht@windsorgov.com) no later than 5:00 PM MDT on September 12, 2025. Questions received after this deadline will not be answered. Responses to all questions submitted before the deadline will be answered at one time and posted to BidNet by the deadline outlined in the schedule.

A copy of the RFP may be obtained at https://www.bidnetdirect.com/colorado/townofwindsor

SCHEDULE OF EVENTS*

RFP Issued: September 2, 2025 Deadline for RFP Questions: September 12, 2025, by 5:00 pm MDT Responses to questions will be provided by: September 19, 2025 by 5:00 pm MDT RFP Submittal Deadline: September 26, 2025, by 3:00 pm MDT Selected Consultant Interviews (week of): October 13, 2025 Notice of Award: week of October 27, 2025

*The schedule above is subject to change and all changes will be communicated.

Sincerely, Kimberly Lambrecht, Assoc. AIA Long Range Planner

INTRODUCTION

The Town of Windsor (Town) is requesting proposals from a professional consulting firm with demonstrated experience in developing land use, zoning, and subdivision ordinances for the preparation of an updated sign code section that is legally sound, straightforward, and easy to use, for the Town of Windsor Municipal Code, Land Use Code Chapter 15 – Development Standards (Article XVII - Sign Regulations), herein referred to as “development code.” The selected firm will prepare and provide documents and associated services for the development of the Sign Code Section of the Town’s Land Use Code in accordance with the requirements included within the request for proposal and accompanying documentation.

PROJECT BACKGROUND

History Windsor is a rapidly growing municipality located approximately fifty miles north of Denver, along the I- 25 corridor in Colorado’s northern Front Range. The Town extends across both Larimer and Weld Counties, and is surrounded by the communities of Fort Collins, Loveland and Greeley. It has matured in the last sixty years, with a growth rate consistently increasing since the development of Kodak in the 1960s, the ongoing development of the Great Western Industrial Park, and a significant residential influx in the last ten years. In the last two decades, Windsor has become an increasingly attractive location for residents and businesses alike, due to its proximity to jobs in Northern Colorado, its small-town character, and its many recreational amenities. The Town recently completed its 2024 Comprehensive Plan update, which includes the Town’s goals, policies and implementation strategies. One of these strategies includes the implementation of municipal land use code updates that reflect the recommendations within the Town’s Comprehensive Plan and are in alignment with its goals and policies. In the years since the Sign Code has been implemented, sign design and creativity have evolved, and several court cases have addressed regulations regarding how information is conveyed. This project is expected to create a sign code that is in alignment with current sign standards, regulations, court rulings and complements the vision set forth in the Town’s Corridor Plans.

2024 Comprehensive Plan and Existing Development Codes As development in and around the Town of Windsor has increased over the years, so has the need for updated development standards addressing current trends and regulations in evaluating standards for the review of signage. This should also include best management and planning practices for these regulations.

The Town’s 2024 Comprehensive Plan recognizes the current growth of the community and how the Town will approach future growth, incorporating goals and policies for future land use decisions, as well as recommended strategies to achieve these goals. As such, key strategies for implementing the Town’s 2024 Comprehensive Plan include updates to the Town’s Municipal Code, Chapters 15 (within the Land Use Code), based on the changing vernacular of the signage industry.

PROJECT OVERVIEW

Throughout the Town’s 2024 Comprehensive Planning process, one overall theme expressed by participants was the goal of preserving the small-town character of the community. This includes ensuring that each component of the Land Use Code (Chapters 15, 16 and 17) follows the current best practices in the industry.

It is envisioned that a zoning code representing the community’s vision would include, but not be limited to, the potential for a hybrid of form-based, performance, and traditional development standards, addressing the character and variety of both established and proposed neighborhoods. It is envisioned that the updates to the signage section of the land use code will be a reflection of, and complement, the 2024 Comprehensive Plan, while providing a clear framework for the application of the regulations.

Current land use application policies and procedures may be revised as part of the updates to the signage section.

Preparation of the signage section will consider the Town’s applicable adopted plans, studies, intergovernmental agreements, and design standards; will integrate with the existing Land Use Code;

will incorporate current code language, professional standards and federal regulations; and will adhere to Town policies (Refer to Appendix A for links to supplemental documents).

The proposed updates to the Town’s Land Use Code will include some community outreach and/or workshops and limited meetings with key stakeholders, as well as work sessions and public meetings with appointed and elected officials. Based on the specific tasks identified within the Scope of Work, a timeline and calendar of events shall be prepared by the proposing team. The project is planned for a 12-month duration.

PROJECT OBJECTIVE

1. The Town desires a new Signage Code (Chapter 15, Article XVII), which is in alignment with the recommendations of the Town’s 2024 Comprehensive Plan; and follows all State of Colorado statutory requirements, as well as current Federal regulations.

2. The Town desires that any standards that are missing, unclear, need to be improved or need to be removed are identified.

3. The Town desires a new or revised code language that is content neutral, simplifies the regulations for users, is user-friendly and provides quick reference tools. Techniques envisioned include visual elements, such as drawings, graphics and cross-referencing tables. The code shall be practical to enforce and apply directly to the Town of Windsor.

4. The Town desires revised application policies and procedures for these sections.

5. The Town desires an updated code section that is based on the appropriate structure for the different types and forms of development, while incorporating signage design standards, or other strategies for development in commercial corridors, infill and redevelopment, and other areas where appropriate.

6. The Town desires a signage code section that will include regulations for existing sign re-development, as well as for a variety of future development areas.

SCOPE OF WORK

1. Public Participation Process. The Consultant shall propose a public participation process that is broad enough to cover the appropriate stakeholders, but specific enough that quality data can be gained.

The Town does not anticipate an extensive stakeholder engagement process but does want to ensure there is an opportunity for public engagement and input from key stakeholders. The proposal shall specify how and when the public will be engaged throughout the signage code rewrite process. The project is expected to be completed in approximately 12-months from the notice to proceed, and therefore, it is essential that the Consultant explain the approach and methods that would be used to continue the project momentum throughout the process including, but not limited to, timelines, project milestones, and the timing and type(s) of stakeholder participation.

2. Project Orientation. At the beginning of the project, the Consultant shall meet with Town staff for a project orientation meeting. The meeting will provide an understanding of project process, goals, schedule and deliverables.

3. Issue Identification. The Consultant shall describe its approach for gathering focused input about the Town’s existing signage code section and documents (Refer to Appendix A). Input shall be obtained from the Planning Commission, Town Board, Town staff, the general public, sign companies, stakeholders, and others.

4. Code Analysis. The Consultant shall complete a technical analysis of the existing signage code found in Chapter 15. The analysis shall be made in consideration of:

(a) Information obtained from the issue identification process.

(b) The Consultant’s experience and/or knowledge of best practices in other communities.

(c) The Consultant’s knowledge of innovative signage practices, particularly as they relate to current federal regulations and recent legal decisions.

(d) The Consultant’s experience in developing land use / zoning codes.

(e) The Consultant’s experience with developing user-friendly land use / zoning codes, as well as user-friendly land use application policies and procedures.

5. Outline of Proposed Signage Code Changes. The Consultant shall provide an outline of the proposed changes to the signage section of Chapter 15. The Consultant shall present the outline to the Planning Commission at a work session for review prior to the formalization of the draft code changes.

The outline shall include:

(a) An overview of the proposed structure and substance of the new codes.

(b) Different options for addressing issues.

(c) A recommended approach for each issue.

(d) Commentary on the rationale for the recommended approach.

(e) The Consultant’s experience with developing similar project schedules, reaching key milestones, and maintaining stakeholder engagement throughout the process.

6. Draft Signage Code Changes. The Consultant shall prepare draft a signage section for the Municipal Code (Chapter 15) based on the outline of proposed development code changes, including Town Staff and Planning Commission input. After initial review by Town Staff and the Planning Commission, the draft changes will be distributed to the stakeholders for review and comment. The Consultant shall propose an approach for soliciting broad-based input about the draft changes from the Planning Commission, Town Board, stakeholders, and others.

The proposal shall include the projected number of meetings/presentations/workshops and other supplemental sessions for gathering input and distributing drafts. It is anticipated that there will be a work session with the Planning Commission early in the development of the draft code revision. It is expected that the draft development code changes will have multiple rounds of drafting, circulation, and revisions among staff and stakeholders.

7. Final Draft of the signage Code Changes. The Consultant shall prepare a final draft of the proposed code changes for public hearing purposes. An executive summary shall be produced explaining the final draft and rationale behind the proposed changes.

8. Attend Public Hearings and present the requested Code Changes. The consultant shall present the final draft of the development code changes to the Planning Commission and Town Board at public hearings. The consultant shall make changes to the final drafts based on input from the Planning Commission and Town Board public hearings.

9. Development Code Adoption and Implementation. The consultant shall provide a final copy of the adopted development code changes in a modifiable digital file, compatible with the systems and programs utilized by Town.

10. Role of Town Staff.

(a) Technical resource for code amendments.

(b) Coordination of meetings (hearing notices, dissemination of press releases, scheduling meetings, setting up facilities, etc.).

(c) Participation in stakeholder meetings.

(d) Review and respond to draft documents.

(e) Prepare staff reports to for Planning Commission and Town Board public hearings.

11. Deliverables.

(a) In conjunction with Town staff, maintain the project website (Project Connect) content for the duration of the project, which includes the project status, upcoming events, and opportunities for community input.

(b) Digital files of documents for distribution during the review and comment phase(s) of the project.

(c) Modifiable digital files of approved documents and graphics (files shall be delivered via filesharing method deemed acceptable by the Town).

(d) Digital files of finalized/approved documents in a format as required by the Town’s third-party codification service provider.

FUNDING RESOURCES

The Windsor Town Board has allocated $75,000 in fiscal year 2025 for completion of this project.

Availability of funds into 2026 for completion of the project will be determined at the time of budgeting for 2026.

PROPOSAL SUBMITTAL CONTENT

The RFP response should include the following:

1.0 Cover Letter

2.0 Table of Contents

3.0 Firm Introduction:

Description of the Consultant’s firm including in-house disciplines, size, and qualification with this type of project;

Identify the principal in charge, project manager and other key staff and subconsultants;

Include the proposed overall approach to the project including strategy used to accomplish the Town’s project objectives and the scope of services;

Provide examples of experience with developing public engagement opportunities for this type of project;

Provide the level of involvement and availability of key staff members within existing project workloads.

4.0 Scope of Work:

Description of the methods proposed to complete each task in the Scope of Work;

Provide a proposed project timeline that indicates the approximate schedule for completing each task;

Describe the allocation of the project budget by task. Submit proposed fee and reimbursable expense schedules as necessary to accomplish the scope of services. (Note, reimbursable expenses shall be included in the overall budget allotted for this project.);

If recommending alternatives to the proposed process included in this RFP, please include as an ‘alternative process’ in the Scope of Work, as a separate element.

5.0 Project Experience:

Provide a description of project experience in preparing simplified/user-friendly development codes for a variety of land use categories completed in the last five (5) years, with particular attention to signage. This may include form-based, performance, hybrid or other zoning frameworks integrated with conventional land use categories.

Experience with general code writing proficiency and drafting development codes for communities of similar size, setting, and objectives; show basic legal code writing expertise;

knowledge of applicable zoning and sign code statues; developing project timelines for similar projects; community outreach, conducting public workshops; and conducting work sessions with appointed and elected officials, should also be included.

Share unique or special knowledge or experience as it relates this project;

Demonstrate the ability to control costs, meet schedules and deadlines, and provide quality work;

Please include contact information for references for the projects highlighted under Project

Experience.

6.0 Consultant’s team: Description of the Consultant’s staffing plan for the project, including resumes and qualifications of key personnel and subcontractors, if any.

7.0 Cost Proposal: A detailed cost proposal that meets the Town’s current interests as they relate to and are outlined the Scope of Work. If elements of the proposal are expected to exceed the budget, provide details about how the project scope may be scaled back or adjusted to remain within the budget and/or provide cost estimates for elements outside the proposed budget.

CRITERIA FOR SELECTION

After the September 26, 2025 RFP submittal deadline, the Selection Committee, which will be comprised of representatives of the Town of Windsor, will review all submittals. Interviews may be part of the selection process.

The following criteria will be used with the evaluation of submittals:

Proposal shall be limited to a maximum of (20) 8-1/2” x 11”pages (each side of the sheet counts as one page), excluding a cover and back sheet, cover letter, table of contents, Consultant Statement and section dividers.

The Consultant Team’s specific experience and qualifications in working with zoning, land use, development code projects for local governments, including various types of base codes (form-based, hybrid-based, etc.) and particularly experience with preparing sign codes.

The Consultant Teams demonstrated capability on similar or related projects

The Consultant Team’s understanding of the proposed Scope of Work

The Consultant Team’s anticipated work product as it relates to the Scope of Work

The Consultant Team’s understanding of the Cost and Timelines associated with the Scope of Work

Abilities, qualifications, and availability of personnel

References

TIMELINE

Submittal Deadline ................................................................................................ September 26, 2025

Deadline for Questions …………………………………………………………………………………….. September 12, 2025

Response to Questions ……………………………………………..………………….……………….…. September 19, 2025

Selection Committee Reviews Completed ............................................................ October 3, 2024

Interviews with Consultants .................................................................................. week of October 13, 2025

Selection of Consultant / Notice to Proceed.......................................................... week of October 27, 2025

Anticipated Project Completion ............................................................................ October 31, 2026

ADMINISTRATIVE INFORMATION

Issuing Office: The Town of Windsor agent listed herein is to be the sole point of contact concerning this RFP. Proposers shall not directly contact other personnel regarding matters concerning this RFP or to arrange meetings related to such.

Official Means of Communication: All official communication from the town to proposers will be via BidNet. The Town will post notices to BidNet that will include, but not be limited to, any modifications of administrative or performance requirements, answers to inquiries received, clarifications to requirements, and the announcement of the award.

Inquiries: Prospective proposers may make written inquiries by e-mail before the written inquiry deadline concerning this RFP to obtain clarification of requirements. One round of responses will be posted to BidNet per the schedule. No inquiries will be accepted after the deadline.

Inquiries regarding this RFP (be sure to reference RFP number) should be referred to:

Kimberly Lambrecht, Long Range Planner Email: klambrecht@windsorgov.com Subject line: TOW-CD-2025-001 Sign Code Update

Contract Terms and Conditions

1. Proposals that do not include all of the submittal requirements outlined herein shall not be considered;

2. At the Town’s sole discretion, the Town may choose to republish this RFP;

3. Until such time the professional services agreement is executed, there are no express or implied obligations or commitments on the part of either the Town or the Consultant concerning either this RFP or any proposal associated with it;

4. At the Town’s sole discretion and with notice being provided to the Consultants, the Town may amend the Selection Process and/or Tentative Project Schedule at any time;

5. By submitting materials for the Town’s consideration pursuant to this RFP, the Consultant is waiving any claim of confidentiality, trade secrets or privilege with respect to materials submitted.

All submittal materials are subject to disclosure under the Colorado Open Records Act;

6. If warranted, any updates, revisions or modifications to this RFP shall be posted to BidNet during the advertising period, and it shall be the responsibility of the Consultant to review BidNet during the advertising period to verify if any such updates, revisions or modifications have been made to this RFP;

7. No oral questions will be answered. If additional information or clarification is desired, requests should be made to the Town’s representative noted above via email, by the deadline noted in the schedule.

8. The selected firm will work under a Professional Services Agreement (see Appendix B for SAMPLE).

Once an Agreement is negotiated, the following documents will be required by the selected firm prior to the commencement of any work:

• Signed contract by both the Town and the consultant(s).

• Proof of insurance per Professional Services Agreement.

• A Town of Windsor Business License. A Town of Windsor Business License is required of any person who transacts or carries on any business, trade, profession, or occupation in the Town of Windsor.

9. Modification or Withdrawal of Proposals: Proposals may be modified or withdrawn by the proposer prior to the established due date and time.

10. Town Liability: The Town shall not be liable to any proposer, entity, or person for the use of any information contained in this RFP, or for any error or omission that may have been contained in or omitted from this RFP document, or subsequently provided as part of the RFP process. The Town reserves the right, if it deems such action to be in its best interests, to reject any and all proposals or to waive any irregularities or informalities therein.

11. Responsibility Determination: The Town will make awards only to responsible proposers. The Town reserves the right to assess proposer responsibility at any time in this RFP process and may not make a responsibility determination for every proposer.

12. Acceptance of RFP Terms: A proposal submitted in response to this RFP shall constitute a binding offer. The autographic signature of a person who is legally authorized to execute contractual obligations on behalf of the proposer shall indicate acknowledgment of this condition. A submission in response to this RFP acknowledges acceptance by the proposer of all terms and conditions as set forth herein. A proposer shall identify clearly and thoroughly any variations between its proposal and the RFP in a cover letter. Failure to do so shall be deemed a waiver of any rights to subsequently modify the terms of performance, except as outlined or specified in the

RFP.

13. Confidential/Proprietary Information: No confidential/proprietary information shall be submitted in response to this Request for Proposal. All proposals will be confidential until a contract is awarded and fully executed; provided that information in proposals may be made public during the review and selection process. Upon award and execution of a contract with the successful proposer, all proposals and documents pertaining to the proposals will be open for public inspection.

14. Acceptance of Proposal Content: The contents of the proposal (including persons specified to implement the project) of the successful contractor shall become contractual obligations into the contract award. Failure of the successful proposer to perform in accordance with these obligations may result in cancellation of the award and such proposer may be removed from future solicitations.

15. RFP Cancellation: The Town reserves the right to cancel this RFP at any time, without penalty.

16. Negotiation of Award: In the event only one (1) responsive proposal is received by the Town, the Town reserves the right to negotiate the award for the services with the proposer submitting the proposal in lieu of accepting the proposal as is.

17. Contract: The selected proposer will enter into a contract with the Town of Windsor for this work.

The contract will set forth the agreement and responsibilities as outlined in this RFP.

18. RFP Response/Material Ownership: All material submitted regarding this RFP becomes the property of the Town of Windsor, unless otherwise noted in the RFP.

19. Incurring Costs: The town is not liable for any cost incurred prior to the issuance of a legally executed contract and/or a purchase order

20. Utilization of Award by Other Agencies: The Town of Windsor reserves the right to allow other State and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the Town of Windsor in the current term or in any future terms.

21. Non-Discrimination: The proposer shall comply with all applicable state and federal laws, rules and regulations involving non-discrimination on the basis of age 40 and over, race (including traits historically associated with race, such as hair texture and length, protective hairstyles), gender (regardless of gender identity or gender expression), sexual orientation, color, religion, national origin, creed, disability, military status, genetic information, pregnancy, or any other status protected by applicable state or federal law.

22. Taxes: The Town of Windsor is exempt from all federal excise taxes and all Colorado state and local government sales and use taxes. Where applicable, contractor will be responsible for payment of use taxes.

23. Assignment and Delegation: Neither party to any resulting contract may assign or delegate any portion of the agreement without the prior written consent of the other party.

24. Availability of Funds: Financial obligations of the Town of Windsor payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. In the event funds are not appropriated, any resulting contract will become null and void, without penalty to the Town.

25. Consultant Standard of Conduct: The successful firm shall be responsible for maintaining satisfactory standards of employees’ competency, conduct, courtesy, appearance, honest, and integrity, and shall be responsible for taking such disciplinary action with respect to any employee, as may be necessary. The town may request the successful firm to immediately remove from this assignment any employee found unfit to perform duties due to one or more of the following reasons.

Neglect of duty Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words or actions or fighting Theft, vandalism, immoral conduct, or any other criminal action.

Selling, consuming, possessing, or being under the influence of intoxicants, including alcohol, or illegal substances while on assignment for the town Agents and employees of Contractor working in town facilities shall present a clean and neat appearance. Prior to performing any work for the town, the Contractor shall require each of their employees to carry proper identification including company identification.

26. Duty to Comply with State Investigation: Contractor shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation pursuant to C.R.S. 8-17.5-102 (5).

27. Damages for Breach of Contract: In addition to any other legal or equitable remedy the town may be entitled to for a breach of this Contract, if the town terminates this Contract, in whole or in part, due to Contractor’s breach of any provision of this Contract, Contractor shall be liable for actual and consequential damages to the town.

28. Other Statutes:

The signatory hereto avers that they are familiar with Colorado Revised Statutes, 18-8- 301, et seq. (Bribery and Corrupt Influence) and 18-8-401, et seq. (Abuse of Public Office) as amended, and that no violation such provisions is present.

The signatory hereto avers that to their knowledge, no Town of Windsor employee has any personal or beneficial interest whatsoever in the service or property described herein. See CRS 24-18-201 and CRS 24-50-507.

Submittal Process

1. Being selected under this solicitation will not preclude the firm from being considered for any other projects advertised by the Town.

2. Consultants interested in submitting qualifications are invited to respond to this Request for

Proposals by submitting all required electronic materials to BidNet (.PDF) and three (3) hard copies to the address below.

3. Applicant questions: Questions shall be submitted via email to Kimberly Lambrecht (klambrecht@windsorgov.com) no later than September 12, 2025, by 5:00 pm MDT

4. Submittal deadline: September 26, 2025, 3:00 p.m. MDT

5. Format and Delivery: Submit one (1) .PDF copy via BidNet, and three (3) bound letter-sized hard copies to:

Town of Windsor ATTN: Planning Department – Kimberly Lambrecht 301 Walnut Street Windsor, CO 80550

(Please reference: TOW-CD-2025-001 Sign Code Update on the exterior of the package.

Award of Contract The Town’s Agent/Contact is authorized to handle initial contacts regarding any protest of the solicitation or award of a town contract, or any claim arising out of the performance of a town contract, with the Town Manager's approval. Any actual or prospective Bidder or Contractor who has a grievance in connection with the solicitation or award of a contract shall first seek resolution of the matter with the Town's Agent/Contact.

If the Town Manager or designee does not, within thirty (30) days after receiving a protest, or within such longer period as may be agreed upon by the parties, issue a written decision on the protest or make a determination that award of the contract is necessary, the protest shall be considered denied.

By law, the Town reserves the right to accept or reject any or all proposed bids, or any combination of them, and to waive any informality or irregularity in the bid or in the bidding.

Successful bidders shall comply with all local, state, and federal directives, ordinances, rules, orders, and laws as applicable to, and affected by, the Bid Proposal.

CONSULTANT STATEMENT

I have read and understand the specifications and requirements for this RFP, and I agree to comply with such specifications and requirements. I further agree that the method of award is acceptable to my company. I also agree to complete a Professional Services Agreement, including signing the HIPAA Business Associate Agreement, and submit required insurance certificates to the Town of Windsor within fifteen (15) days of notice of award. I understand that if the contract is not completed and signed within fifteen (15) days, the town reserves the right to cancel and award to the next highest firm.

FIRM NAME: _____________________________________________________________

ADDRESS: _______________________________________________________________

CITY, STATE, ZIP: _________________________________________________________

EMAIL ADDRESS: __________________________ PHONE: _______________________

CONTACT’S NAME: ________________________________________________________

SIGNATURE: _____________________________________________________________

TELEPHONE: ____________________________ CELL: _________________________

EMAIL: _________________________________________________________________

APPENDIX A

A. Community Snapshot (https://www.windsorgov.com/1217/Demographics)

B. Town of Windsor 2024 Comprehensive Plan (https://www.windsorgov.com/1407/Comprehensive-Plan)

C. Downtown Master Plan (https://www.windsorgov.com/DocumentCenter/View/28730/Windsor-Downtown-Master- Plan---FINAL?bidId=)

D. Commercial Corridor Plan (https://windsorgov.com/DocumentCenter/View/2730/Commercial-Corridor-Plan?bidId=)

E. Community Design/Development Standards (https://windsorgov.com/926/Community- Design-Development-Standards)

F. Chapter 15, Article XVII – Sign Regulations (https://library.municode.com/co/windsor/codes/charter_and_municipal_code?nodeId=WI

_CH15DEST_ARTXVIISIRE)

G. Town of Windsor Professional Services Agreement (Sample) – Appendix B

APPENDIX B

PROFESSIONAL SERVICES AGREEMENT

(Sign Code Update)

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on _________________, by and between the Town of Windsor, a Colorado home rule municipality (“Town”) and [ ], (“Professional”).

RECITALS

WHEREAS, the Town desires to contract for professional services to review and update the sign code provisions within the Windsor Municipal Code (“Code”)(“Services”); and

WHEREAS, Professional is in the business of developing land use, zoning an subdivision ordinances including sign codes, and has demonstrated its expertise in providing services of this type and purpose; and

WHEREAS, Professional has acknowledged its willingness to undertake the Services for the Town; and

WHEREAS, the Town wishes to authorize Professional to undertake Services under the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE

PARTIES AGREE AS FOLLOWS:

I. Scope of Work.

The Scope of Work consists of professional consulting services in accordance with the tasks, assignments, and responsibilities outlined in Exhibit A, the project scope, and fee submittal by Professional, attached hereto and incorporated herein by this reference.

II. Services Commencement and Completion.

Services commencement shall occur upon the Professional’s execution of this Agreement. The progress of the Scope of Services shall be in substantial compliance with the services outlined in Exhibit “A.”

III. Relationship of Professional to Town.

A. Professional acknowledges that it, its employees, and subcontractors, if any, are in the relationship of an independent contractor and not as employees of the Town. Nonetheless, the Professional accepts the relationship of trust and confidence established between it and the Town by this Agreement. The Professional covenants with the Town to furnish its best skill and judgment and to ensure its services are undertaken and completed as contemplated herein.

B. The Town's Project Manager, for all purposes under this Agreement, is Kimberly Lambrecht, Long Range Planner. All communications from Professional to Town arising out of this Agreement shall be directed to Kimberly Lambrecht’s attention, except as he may otherwise specifically designate.

IV. Representations of the Parties.

A. Professional’s Representations.

Professional has the requisite experience, training, personnel, and resources to perform the Scope of Services within the time frames set forth herein, and in accordance with the specifications set forth in Exhibit A.

The Professional is familiar with the nature and the extent of this Agreement, the nature of the project, and applicable federal, state, and local laws, ordinances, rules, and regulations that in any manner may affect the cost, progress, or performance of the work, or apply in any manner whatsoever to the work.

Professional warrants that all Services work, work products, deliverables, and schedule shall be authorized and overseen by the [who/title?] of [Professional name ]. Professional further warrants that, although subordinates may be involved, the Principals of the Professional’s firm shall be closely involved and shall play an integral part in the quality of services provided.

B. Town’s Representations.

The Town is a home rule municipal corporation, governed by the laws and Constitution of the State of Colorado. The Town has appropriated the funds from which payment to Professional will be made in accordance with this Agreement during the current fiscal year. Additional funds may be appropriated in future fiscal years as provided by the Town’s Home Rule Charter.

V. Payments to Professional.

A. Project Budget.

Contractor agrees to perform the scope of services described in Exhibit A for a [fixed/not to exceed ] sum of [write out dollar amount ] Dollars ($______.00), as full payment for the performance of the services described in Exhibit A as contemplated under this Agreement.

B. Budget by Task and Staff Level.

All tasks by Professional shall be assigned and performed in accordance with the terms set forth in Exhibit A. If any additional work is contemplated beyond that which is expressly outlined in Exhibit “A” and before any such additional work commences, the Professional and the Town shall enter into an amendment to this Agreement, which shall outline the terms and conditions for any such additional work.

C. Invoices.

By the fifteenth (15th) day of each month, Professional shall submit a detailed invoice to the Town for all work performed in the previous calendar month. Said invoices shall include:

1. Names, titles, and hourly rates of each individual performing each specific line item associated with a task.

2. Hourly amounts to the nearest one-quarter (¼) of an hour for each such task that was performed.

3. The costs associated with any tasks performed by a subcontractor, with all such costs including the detailed cost breakdowns shown in subparagraph 2 above; and

4. An itemized breakdown of all costs associated with local travel and/or miscellaneous direct costs.

D. Monthly Report.

Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the Town Representative with a written report of the status of the work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the Town, suspend the processing of any partial payment request.

VI. Deliverables.

In addition to ongoing data required as described in Exhibit A, Professional shall also deliver electronic copies of all draft reports and an electronic copy of any final documents associated with the Services assigned to the Town in a manner that are useable and editable by the Town.

VII. Ownership of Documents.

All documents, reports, data, work products, and other documents associated with the services assigned, as outlined in the Scope of Services, shall become the property of the Town.

VIII. Independent Contractor.

Professional understands and agrees that its relationship with the Town arising out of this Agreement shall be that of independent contractor. It is understood that Professional or its staff, employees and subcontractor and their employees are not employees of the Town and, therefore, are not entitled to any benefits provided to employees of the Town. If Professional has employees, or any subcontractor, Professional shall provide proof of workers compensation insurance. Professional understands and acknowledges that it is not entitled to workers’ compensation benefits and that it is obligated to pay federal and state income tax on any moneys earned pursuant to the contractual relationship, in addition to any other federal, social security, or local taxes, on any moneys earned pursuant to this contract relationship.

IX. Indemnification.

To the fullest extent permitted by law, the Professional agrees to indemnify and hold harmless the Town, its officers, and its employees from and against all liability, claims, and demands on account of any injury, loss, or damage which arise out of or are connected with the work contemplated herein, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the Professional or any subcontractor of the Professional, or any officer, employee, or agent of the Professional or any subcontractor, or any other person for whom Professional is responsible. The Professional shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, and demands, and to bear all other costs and expenses related thereto, including court costs and attorneys' fees. The Professional r's indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by the act, omission, or other fault of the Town.

X. Insurance and Bonds.

A. Professional shall not commence work under this Agreement until it has presented Certificates of Insurance as required by sub-section (C) below, confirming it has obtained all insurance and bonds required by this Section and with the minimum insurance coverage as follows:

(1) Workers' Compensation insurance to cover obligations imposed by the Workers' Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of any work called for under this Agreement. Worker's compensation insurance to cover obligations imposed by applicable law for any employee engaged in the performance of work and Employer's Liability insurance with minimum limits of five hundred thousand dollars ($500,000) each accident, one million dollars ($1,000,000) disease – policy limit, and one million dollars ($1,000,000) disease – each employee. Evidence of qualified self-insured status may be substituted for the worker's compensation requirements.

(2) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate with respect to each of Contractor's owned, hired and/or non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision.

(3) Professional liability insurance with minimum limits of six hundred thousand dollars ($600,000) each claim and one million dollars ($1,000,000) general aggregate. 7 Any insurance carried by the town, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by proposer. Proposer shall be solely responsible for any deductible losses under any policy.

(4) Commercial general liability insurance with minimum combined single limits of one million dollars ($1,000,000) each occurrence and one million dollars ($2,000,000) general aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall be endorsed to include the town and the town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations.

B. The Comprehensive Automobile Liability insurance required above shall be endorsed to include the Town as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the Town, its officers, or its employees, shall be excess and not contributory insurance to that provided by Professional. The Professional shall be solely responsible for any deductible losses under each of the policies required above.

C. Certificates of Insurance shall be completed by the Professional's insurance agent as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the Town. Each certificate shall identify this project and shall provide that the coverage afforded under the policies shall not be cancelled, terminated, or materially changed until at least 30 days prior written notice has been given to the Town. The Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

D. Failure on the part of the Professional to procure or maintain policies as provided herein, shall constitute a material breach of contract upon which the Town may immediately terminate this Agreement, or at its discretion, may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith. All monies so paid by the Town shall be repaid by Professional to the Town upon demand, or the Town may offset the cost of the premiums against any monies due to Contractor from the Town.

XI. Acceptance Not Waiver.

The Town's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The Town's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the Town under this Agreement.

XII. Default.

Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default.

XIII. Remedies.

In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non defaulting party's reasonable attorney fees and costs incurred because of the default.

XIV. Binding Effect.

This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents, and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties.

XV. Costs and Attorneys' Fees.

In the event of litigation enforcing or interpreting the terms of the within Agreement, the Town shall be entitled an award of reasonable attorney fees and all costs of suit, including expert witness fees, court reporter fees, and similar litigation expenses if, in such action, the Town prevails.

Nothing in this Agreement shall be deemed a waiver of any constitutional or statutory protections afforded to municipal governments under Colorado law.

XVI. No Assignment.

This Agreement shall not be assigned by the Professional without the prior written approval of the Town. However, Professional shall have the right to employ such assistance as may be required for the performance of the project, including the use of subcontractors, which employment shall not be deemed an assignment of the Professional’s rights and duties hereunder.

XVII. Termination.

Either party may terminate this Agreement upon written notice to the other, which termination shall not take effect for a period of thirty (30) days following issuance of such notice. Upon termination and as exclusive compensation to Professional, Professional shall be entitled to payment of all undisputed sums accruing for services performed in accordance with the terms of this Agreement prior to the notification date. Upon payment of such undisputed sums by the Town, the Town shall receive all data, reports, findings, and materials developed by Professional prior to the notification date.

XVIII. Early Termination by Town/Notice.

Notwithstanding the time periods contained herein, the Town may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this agreement shall be effective when mailed, postage prepaid and sent to the following address:

Professional Name Attn: name/title Address City/State/Zip email address

Town Town of Windsor Attn: Kimberly Lambrecht, Long Range Planner 301 Walnut Street Windsor, CO 80550 klambrecht@windsorgov.com

Copies to Town Attorney 301 Walnut Street Windsor, CO 80550

In the event of any such early termination by the Town, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination.

XIX. Governmental Immunity.

Nothing herein shall be deemed a waiver by the Town of any notice requirements, defenses, immunities or limitations to liability that the Town may have under the Colorado Governmental

Immunity Act, pursuant to Section 24-10-101, C.R.S., et seq., and to any other defenses, immunities or limitations to liability available to the Town under the law.

XX. No Multi-year Fiscal Responsibility.

Contractor understands and acknowledges that the Town is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement.