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CCR20000740 0 0 AMENDED COMMON COUNCIL - CITY OF MUSKEG0 RESOLUTION #74-2000 APPROVAL TO HIRE CONSULTANT TO PREPARE CONSERVATION PLAN (Applied Ecological Services) WHEREAS, Community surveys conducted in 1998 revealed that only 42% of survey respondents felt that wetland preservation efforts were adequate; and WHEREAS, Said surveys also revealed that only 39% of respondents felt that water quality on Muskego lakes was acceptable; and WHEREAS. Said surveys also revealed that only 34% of respondents felt that woodland preservation efforts were adequate; and WHEREAS. In January, 2000, the City requested proposals from consultants for preparation of a City-wide Conservation Plan; and WHEREAS, The Finance Committee interviewed three consulting firms for the preparation of the plan and recommended approval of AES- as the consultant for the preparation of the Conservation Plan at a cost not to exceed $150,245. NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of Muskego, upon the recommendation of the Finance Committee, does hereby approve the hiring of Applied Ecological Services- as the consultant for the Conservation Plan for not more than $1 50,245. BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are hereby authorized to sign the necessary documents, as amended, in the name of the City after approval of the City Attorney. DATED THIS 23rd DAY OF Mav , 2000 SPONSORED BY. FTNANCE COMMITTEE Ald. Mark Slocomb Ald. David Sanders Ald. Nancy Salentine Deferred: 4/11/00, 4/25/00, 5/9/00 This is to certify that this is a true and accurate copy of Resolution #74-2000 which was adopted by the Common Council of the City of Muskego. 3lOOjmb Cle -Treasurer 0 PROPOSED AMENDMENT COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION #74-2000 APPROVAL TO HIRE CONSULTANT TO PREPARE CONSERVATION PLAN (Applied Ecological Services WHEREAS, Community surveys conducted in respondents felt that wetland preservation WHEREAS, Said surveys also revealed Muskego lakes was acceptable; and WHEREAS, Said surveys also revealed preservation efforts were adequate; and WHEREAS, In January, 2000, the City City-wide Conservation Plan; and WHEREAS, The Finance plan and recommended preparation of the NOW, as the consultant for the Conservation Plan for not more than $150.245. BE IT FURTHER hat the Mayor and Clerk-Treasurer are hereby authorized to sign the necess name of the City after approval of the City Attorney. DATED THIS DAY OF , 2000. SPONSORED BY: FINANCE COMMITTEE Ald. Mark Slocomb Ald. David Sanders Ald. Nancy Salentine Deferred: 4/11/00, 4/25/00, 5/9/00 This is to certify that this is a true and accurate copy of Resolution #74-2000 which was adopted by the Common Council of the City of Muskego. . 3lOOjrnb Clerk-Treasurer FILE No.761 05/19 '00 AN 11:17 1D:ARENZ KILTER flKY FAX:26254892ll PAGE 1 ARENZ, MOLTER. MACY & RIFFLE, S.C. I .w OlFlCEC I,. 720 N E.SI'*"ENIIF c 0 BOX 83118 WAUKESI-IA. WISCONSIN SJl~7-13dB Mav 19, 2000 VIA FAX TOTAL PAGES: 1 FAX #: 679-5614 Mr. Brian Turk Director of Planning CITY OF MUSKEG0 P.O. Box 749 Muskego, WI 531 50-0749 Re: conservation Plan Dear Brian: The corrections recommended in my letter dated May 17, 2000 have been made, except for. 1 General Conditions, will the City live with §7.2? 2. General Conditions, §9, will the City live with termination costs even if the termination is caused by default of the consultant? Sincerely, ARENZ, MOLTER, MACY & RIFFLE, S.C. /"/ ,.i. ~ -. /" Knald S. Molter, Jr DSMIpw cc: Mayor David L. De Angelis (Via Fax, Fax #: 679-5630, 1 Page) Ms. Jean Marenda, Clerk (Via Fax, Fax #: 679-4106, 1 Page) $L?'-cp r-1 -,;>l>,'\l- Agreement for Professional Services _. - Following are the provisions of the Professional Services Contract entered into between Applied Ecological Services, Inc., and the City of Muskego. Wisconsin. In the Scope of Services section of this contract are the detailed services to be provided by the consultant team of Applied Ecological Services (hereafter called Consultant). These services shall be completed at a cost not to exceed the professional fees included in the budget section of the contract. Contracted services shall be completed within the time schedule indicated in this contract. We understand that the project location for the City of Muskego Conservation Plan is the 35.8-square mile area within the City of Muskego. and Signatures. Additional sections provide for Additional Services, Payment, Attachments, Valid Period I I. SCOPE OF SERVICES Task 1 : Initial Focus Meeting 1 The Consultant will meet with the City of Muskego Planning Department as well as other selected individuals the City deems necessary. The general purpose of the focus meeting is to: Finalize the scope of the project, discuss the planning process, determine available and pertinent data on the ecology of the City, confirm key individuals who will be directly involved in the project, discuss issues such as access to private lands, and finalize the project schedule. ~@ 2. The Consultant will document discussions as necessary to ensure all issues will be considered in the proper planning sequence. Task 2: Project Start-up 1 Project start-up focuses on gathering and assessing available data, setting up computer software and hardware and prepare a reporting outline. Under this task the land use component of city's Comprehensive Plan will be reviewed and summarized Task 3: Evaluation of Existing Lands 1 Meet with City Planning staff and perhaps City and County Park staff to review and discuss existing site baseline data, existing restoration programs, existing monitoring data and methods, and management objectives for areas under consideration. 2. Prepare site andlor review forms to provide a standardized method for providing efficient field review of lands under consideration. 0 3. Conduct field surveys, identify slopes (especially those in excess of 12%). confirm site conditions, species composition, restoration opportunities. and identify potential and existing impediments. Consultant will collect and confirm key data on structure and composition of specific natural resources, critical species habitats and environmental corridors defined during the field review. Consultant will identify potential future park lands under this task. Existing data will be screened and used during this task. Consultant will collect additional, modest baseline data (gathered quickly and efficiently) to confirm site conditions. A. Within specific vegetation units or natural areas, a Timed Meander Search will be performed. The Timed Meander Search involves walking through a designated area (or along transects) and recording each plant species as it is encountered for the first time. Each passing minute is also recorded during the survey, providing a record of the number of new species discovered per minute in the order in which each species is found. The search ends when no new species have been recorded for several minutes. The species recorded in the Timed Meander Search will provide a total plant species list for each management unit. These plant searches will be performed on natural plant communities where access to the sites have been granted by City, County and private individuals and/or companies. B. Voucher specimens will be prepared for species requiring laboratory identification Only necessary plant parts (not root systems) will be collected for this purpose. 4. Plant data analysis techniques will follow methods previously used in similar Consultant studies. Descriptions of natural resources will be prepared based on quantitative studies and analysis, and observations during the study. This task will address or provide brief anthropogenic disturbance history and other information in expository or tabular formats. A. Woody Veqetation (selected sites as necessary) Woody vegetation will be sampled along transect lines placed to represent the most significant ecological gradients in each management unit. Lines will be laid out by compass. Intercept of woody plant canopies directly over each 100m line will be recorded by species in two layers, trees (2 inch DBH and over) and vines, shrubs, and small trees (less than 2 inches DBH and greater than Im high). All tree diameters (DBH will be recorded by species on 1 m either side of each transect line. Stems of all vine, shrub, and small tree species at least lm tall will be tallied with Im of the left side of each transect line. All dead stems will be identified and recorded separately. Stem densities will be converted to estimates per hectare. Woody stems will be divided into 4-inch size classes for each species. Alive and dead stems will be expressed as per hectare estimates, again by species. Cover of species in the tree layer and understory layer will be correlated by species. Study transects will be recorded in 50m samples and summarized separately to allow maximum statistical analysis. 8. Herbaceous Vegetation (selected sites as necessary) Cover of herbaceous and woody plants less than a meter height will be measured in meter square (circular) quadrats. Sample quadrats will be centered over a Keson fiberglass-surveying tape every 10 meters along the study transects. In each quadrat, percent cover of all plant species and ground cover elements (woody debris, leaf litter, rock, etc.) will be estimated. This data will be used to calculate absolute and relative cover, relative frequency, and importance values for each species in each transect. D 00046 050200 2 C~ly of Muskego 5. Using the plant data analysis, the Consultant will identify several conservation zones (i. e., woodlands, grasslands, prairie, degraded areas, wetlands and fens). For the purposes of definition, conservation zones are distinctly different ecological settings requiring a specific prescriptive management approach. The Consultant will perform the following subtasks under this task: A. The current condition of all management zones will be described quantitatively and qualitatively using available data and data collected by this program. B. Changes that have occurred in the representative conservation zone that have led to the current conditions will be documented. C. Current conditions of existing and undeveloped park areas will be assessed with recommendations on the potential for incorporating natural systems into park designs. Specific parks to be inventoried include: 0 Bluhm Farm Park City Hall Complex Denoon Park Arthur Park Muskego Park Big Muskego Lake Wildlife Area D. This task will result in a section of the final technical report that identifies the conservation zone communities based on structure, function, and the identification of environmentally sensitive parameters. This task will also identify future research goals and needs. 6. The goals of this task are to develop short-term (2-3 years) and long-term (10 years or longer) conservation and management strategies for each natural resource area. This task will develop strategies for both floral and faunal communities. This task will develop goals for restoration that can be evaluated in the field. The Consultant will perform the following subtasks under this task: A. Development of conservation goals that are achievable given current technology and scientific information. The Consultant will develop clearly articulated goals tied to measurable field performance for each ecological community. Specific methodologies for the removallmanagement of problem plant species will be prepared. This may include the establishment of small experimental test plots to determine ways to address a management issue for which scientific information is not available. B. For each management area, the Consultant will develop conservation and restoration strategies that involve proven techniques that have satisfied goals and objectives in many other conservation projects developed by the Consultant. 0 00046 050200 3 City of Muskego C. The Consultant will make recommendations to address potential impacts within city limits from activities occurring outside city limits. D. The Consultant will provide a section within the technical report that documents conservation strategies. Task 4: Identification of Viewsheds and Areas of Scenic Value The Consultant will work with city staff to identify prominent and unique views and their viewshed areas throughout the community. Special attention will be given to views and viewsheds located at important community gateways, along key community corridors, and in areas where views into open space provide a relief from an otherwise continuous development pattern. A careful analysis and mapping of viewsheds is essential for effective community character planning and legal defensibility. The City will also host a 6-hour community workshop that includes an opportunity for workshop attendees to identify important views in their neighborhood and within the community as a whole. The Consultant will lead and staff this workshop. This step in the process requires substantial onsite visits, “windshield” surveys and aerial photo analysis to be successful. Substantial work with the City Planning Department staff, the Comprehensive Plan Committee and the City Plan Commission and Council is anticipated. This review and refinement effort with local officials will occur in the same meetings as the review and refinement of Task 5 below. This workshop will also be used to present the technical work done by the Consultant in previous tasks and to discuss the various roles that open space, viewshed, and natural area preservation can play within the City of Muskego. Task 5: Identification of “Green Belts” or “Buffer Zones” which may preserve and enhance the rural character of the community. The Consultant will analyze the existing undeveloped and developed areas of the community to identify areas where strategically placed green belts and buffers will be effective in softening, preserving or enhancing rural character In many locations the use of these strategies may be more effective and substantially less expensive than open space or development rights acquisition. In some areas these strategies will enhance the viewshed preservation objectives discussed above. In many other areas these strategies will be proposed for application to existing development. In such instances these strategies can actually reverse community character trends or urbanization and suburbanization trends. The successful application of these strategies will reduce the long term use of solid fencing and other forms of privacy screening which further the destruction of rural character along well traveled routes. This step in the process requires substantial onsite visits, windshield surveys and aerial photo analysis to be successful. Substantial work with the City planning departments staff, the Comprehensive Plan Committee and the City Plan Commission and Council is anticipated. This review and refinement effort with local officials will occur in the same meetings as the review and refinement of Task 4 above. Task 6: A system for evaluating and ranking I prioritizing the lands targeted for conservation. The Consultant will work with city officials to suggest, refine, and establish an objective series of criteria for prioritizing implementation strategies and steps. This approach will take into account the full range of open space objectives, implementation techniques, property status, and area within the community to ensure that the selected implementation strategies are 0 00046 050200 4 City of Muskego 0 effective, cost efficient, and distributed throughout the community. The Consultant will hold a participatory workshop to help city officials establish this evaluation system with the confidence of having their constituents identify the criteria. The result of this effort will be an ACQUISITION PRIORITIES MAP that depicts specific parcels, viewsheds, and buffer areas in 3-5 levels of priority. This map will be produced in GIS format compatible with the City's existing mapping system. This format will ensure that the priority map can be readily amended as opportunities are added and subtracted andlor as priorities evolve. By having a consistently up-to-date PRIORITY MAP, this plan will remain viable and attainable. In addition to, and integrated with, the Priority Map, the Consultant has developed an example of a rapid assessment form for prioritization of ecological resources within the city limits of Muskego that could be used (with additional modifications) for targeting plans for conservation (see next table). D 00046 050200 5 City of Muskego TABLE: Sample Prioritization Criteria for evaluating the ecological condition of selected natural resource areas in the City of Muskego. Numbers in ( ) are the corresponding numerical scores used in this ranking system. Low (1) 0-20 plant species I 21-10 plant species I >41 plant species rLUKl3I IL UUHLl I 1 I Medium (2) I High (3) I I I I CONNECTIVITY Low (1) High (3) Medium (2) Highly fragmented or isolated areas surrounded by Ditch and tree row Hydrologic connections to connections large tracts; unfragmented developmenl: hydrologically isolated uninterrupted hydrology natural vegetation patterns; Low (1) I Medium (2) 1 High (3) 1-5 acres I 6-25 acres I >25 acres I I HABITAT VALUE LOW (1) I Medium (2) 1 High (3) Low soecies diversitv. I Medium diversitv. some I Hiah sDecies diversitv. ~~ ~. I. dominance by non-natives. community type little struclural diversity structurally uniform, one structural diversity, few non- dominance of non-natives. natives, wildlife cover and usually one community type food, presence of.threatened is dominant and endangered species, several community types. -. RARITV .-..... I Low (1 ) I Medium (2) I High (3) Disturbed vegetation, I Native communities with few I Native communities, link or monocultures common to natives, regionally scarce, of region region no disturbance, few non- disturbances species, typical species rarity I I I Medium (2) RESTORATION POTENTIAL Dresent. I Seed bank present, low I High (3) LOW (1) costs and labor needed to Loss of seed bank, high restore, hydrology significantly or permanently altered, ground cover absent or sparse, intense logging, farming steep slopes, major erosion, I Seed bank urobably moderate restorationcosts and labor, no significant restoration costs and labor burning), little soil and/or hydrological modifications, required (such as prescribed ground cover present with hydrological disturbance, little few shade tolerant species, or no erosion moderate slopes. old fields I I BUFFERING CAPACITY Adjacent to highly disturbed high quality uplands or Adjacent to high quality Existing prairie plantings. old wetlands, unstable soils river corridor, near highly small in size uplands, wetlands, lake or fields. pastures. narrow, sites, roadways, not near erodable land Low (1) High (3) Medium (2) 0 00046 050200 6 City of Muskego Task 7: Recommendation of implementation tools, which may include but are not limited to Purchase of Development Rights (PDR), Transfer of Development Rights (TDR) In addition to PDR and TDR, the Consultant will present the City with a neighborhood development guidebook that clearly identifies and demonstrates a wide variety of subdivision development and site development techniques for forwarding the community’s broad objectives for environmental protection and community character preservation. In addition to development rights strategies, screening and buffering techniques and viewshed approaches, this workbook will identify proven techniques for surface and groundwater protection, reestablishment of native vegetation, architecture and public furnishing and signage strategies, and monitoring criteria and procedures. These alternatives will be presented and refined with city staff and local developers prior to presentation and refinement with the Comprehensive Plan Committee, Plan Commission and Common Council. Task 0: Alternative Scenarios for Rural Development Opportunities, including “Cluster Development”, or “Conservation Subdivisions”. A clear community consensus on the voluntary or required use of cluster development in all or specified areas of the community is critical to the success of this plan’s objectives. The Consultant will conduct a community-wide workshop hosted by the city to present an initial overview of various cluster development and conservation development approaches and provide an initial evaluation of the political viability of these strategies. Following the workshop Consultant staff will meet with city staff and local developers to seek technical consensus on appropriate approaches for cluster development and conservation development in the City of Muskego. Task 9: Recommend amendments to zoning ordinances, land division ordinances, and other regulatory devices necessary for Plan implementation. Regulation for rural character preservation, open space preservation, and cluster development is the most cost-effective approach for implementing the ambitious community character goals of the City of Muskego. However, such regulations must account not only for the public objectives, but also for the sophistication of local property owners and developers and overlay zoning of environmental corridor components, viewsheds, and community character both the current and evolving real estate markets in the community. Detailed requirements for corridors will be critical, as will be flexible zoning techniques such as cluster zoning districts I andlor planned development regulations. Similar provision must be built into the land division ordinance to ensure that plats and certified survey maps provide development design which implements environmental protection and community character objectives-particularly for surface and groundwater quality, development screening, and viewshed protection. Many important projects that will be developed in the City of Muskego will not require zoning or land division review. The City must also adopt detailed site design performance standards, within the zoning ordinance, to ensure that site-specific development projects also forward the City’s objectives. 0 00046 050200 City of Muskego Task 10: Reporting and Deliverables All project tasks will be documented and submitted by the Consultant to the Muskego Planning Department at the completion of the project, as well as on an interim basis as warranted. The Consultant will perform the subtasks under this task: 1 DRAFT AND FINAL REPORTS - The draft report will summarize all findings, conclusions, economics, technical information and methods, and provide a literature review of all methods to be employed for conservation of natural areas of the City included in this project. This task will include the following subtasks: A. Draft Report: A detailed draft technical report with full appendix will be prepared to include: Identification of critical species habitats Identification of areas with slopes in excess of 12% Identification of natural resource areas and environmental corridors Identification of ‘Viewsheds” and areas of scenic value Identification of “green belts” or “buffer zones” which may preserve and enhance A rankinglprioritization of the lands targeted for conservation Recommendations of implementation tools such as PDRs and TDRs. Provide alternative scenarios for rural development opportunities Recommendations of amendments to zoning ordinances the rural character of the community B. Final Report: Three copies of the final report will be submitted by May 1, 2001 to the City of Muskego by the Consultant. 2. MEETINGS - Progress meetings and field meetings will be scheduled on an as-needed basis by either the City or the Consultant. D 00046 050200 8 City of Muskego PROJECT BUDGET Task 1 Task 2. Task 3. Task 4. Task 5. Task 6. Task 7 Task 8. Task 9. Task 10. Initial Focus Meeting (includes all support services) Project start-up (including all support services) Evaluation of existing lands (includes travel time and support services) Identification of Viewsheds and Areas of Scenic Value Management Areas (includes travel time and support services) Identification of "Green Belts" or "Buffer Zones" which may preserve and enhance the rural character of the community (includes travel time and support services) Development of a system for evaluating and rankinglprioritizing the lands targeted for conservation (includes travel time and support services) Recommendation of implementation tools, which may include but are not limited to Purchase of Development Rights (PDR), and Transfer of Development Rights (TDR) (includes all support services) Alternative Scenarios for Rural Development Opportunities. including "cluster development", "conservation subdivisions" (includes all support services) Recommendations of amendments to zoning ordinances, land division ordinances, and other regulatory devices necessary for Plan implementation (includes all support services) Reporting and Deliverables (includes all support services) Subtotal Reimbursable expenses Mileage Lodging Per diems Reproduction, maps $2,670 $2,070 $29.685 $21,125 $16,815 $10,500 $18,285 $20,425 $12,500 $12,300 $146,375 $1,120 $500 $750 $1.500 TOTAL PROJECT FEES (not to exceed) $150,245.00 0 00046 050200 City of Muskego 0 rn m P II. ADDITIONAL SERVICES Applied Ecological Services will provide additional services, above and beyond the A of this contract. scope presented above, with written approval from the client. Fees will be based on Attachment 111. PAYMENT Professional fees shown above for each task and sub-task are fixed-price fees. Cost to the City of Muskego will not exceed these fees without advanced, written approval. AES agrees to complete all tasks as described in Section 1. Scope of Work for the "not to exceed" total contract amount. If the Client chooses to remove tasks from Scope of Work, the total "not to exceed contact amount will be reduced by the budgeted amount shown. IV. ATTACHMENTS Where there is a conflict between the Agreement and the attachments, this Agreement will take precedence. The following attachments are included in the contract and will define and govern the rights and responsibilities of each party. General Terms and Conditions Attachment A: Fee Schedule (for additional services only) V. SIGNATURES this document and the defined attachments. In signing below, each party agrees to abide by all terms and conditions presented in &@& Ronald C. Wade date David L. DeAnoelis date Vice-president - General Manager Applied Ecological Services, Inc. Mayor City of Muskego. Wisconsin I Attest date Attest date D 00046 050200 City of Muskego APPLIED ECOLOGICAL SERVICES, INC. 17921 SMITH ROAD, P.O. BOX 256, BRODHEAD, WI 53520 Email: info@appliedeco.com PHONE: 608-897-8641, 608-897-8547 FAX 608-897-8486 SPECIALISTS IN ENVIRONMENTAL MANAGEMENT AND RESEARCH AlTACHMENT A FEE SCHEDULE FOR CONSULTANTS AND SUPPORT SERVICES POSITION TITLE Principal Ecologist Principal Ecotoxicologist Principal Environmental Engineer Principal Landscape ArchitecUPlanner Senior Ecologist Senior Landscape ArchitecUPlanner Senior Project Manager Senior GIS Technician Technical Writer Staff Ecologist Staff GISICADD Technician Staff Designer Technical Assistant Clerical EXPENSES Transportation mileage Per Diem Computer Plotting Any additional services Air or public transportation Lodging Supplies, maps, documents Analysis of soil and water samples Ecotoxicology samples Reprographics RATE $125.00 I hour $ 125.00 I hour $ 125.00 I hour $125.00 I hour $ 100.00 I hour $100.00 I hour $ 100.00 / hour $ 100.00 I hour $90.00 / hour $80.00 I hour $60.00 I hour $60.00 I hour $ 50.00 I hour $35.00 I hour $ 0.35 / mile $30.00 I person I day $4.50 / square foot cost plus 15% Time spent in providing testimony for legal proceedings will be billed at double the normal hourly rate. GENERAL TERMS AND CONDITIONS 1, TERM OF AGREEMENT 1,l These Terms and Conditions apply to the Applied Ecological Services' (hereafter Consultant) Agreement for Professional Services, dated , 2000, for services to be provided to the City of Muskego (hereafter Client). Together these documents and any attachments constitute the Contract. 2. RESPONSIBILITIES 2.1 Standard of Care: The Consultant will perform the Services in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. 2.2 Safety: The Consultant is responsible for the safety of its own employees. This provision does not relieve Client or any of its officers, directors, employees, agents, vendors, or contractors from their responsibility for maintaining a safe work site. Neither the professional services of the Client, nor the presence of the Client's employees or subcontractors will imply that the Consultant has any responsibility for any activities on site performed by personnel other than the Consultant's employees or subcontractors. 2.3 Responsibility for Uncompleted Services: If any of the Services are eliminated, or if the Consultant is not retained to perform subsequent phases, the Consultant's responsibility will extend only to the Services it completes. 2.4 Reliance on Information: In performing these services. the Consultant may review and interpret documents and other information provided to it by others, including the Client, the Client's contractors, government authorities, laboratories and other entities. Unless specifically addressed in Project Services authorized by Client, the Consultant may rely upon this information without an independent evaluation of its accuracy or completeness, and shall not be responsible for any errors or omissions contained in such information. 3. TIME FOR PERFORMANCE 3.1 General: Consultant Services will be performed according to the Schedule (Timeline) specified in the Proposal. 3.2 Effect of Delay: If the Services to be performed by the Consultant are interrupted, disrupted, suspended, or delayed for any reason beyond the reasonable control of the Consultant, the Schedule of work and the date for completion will be adjusted accordingly. The Consultant will be compensated for all reasonable increased costs resulting from such interruption, disruption, suspension, or delay. D 00046 050200 City of Muskego 4. COMPENSATION 4.1 Method of Compensation: Compensation for services shall be as set forth in the Contract Budget. 4.1 1 Taxes: All charges are net of any applicable taxes (except income and payroll taxes). Any additional costs due to applicable taxes will be reimbursed by Client. 5. PAYMENT 5.1 Time of Payment: Client agrees that time is of the essence as to payment of Consultant's invoices. 5.2 Invoicing: Consultant will submit monthly invoices to Client for contracted tasks completed, on a percent-complete basis, in the preceding period. Invoices are due and payable thirty (30) calendar days after the invoice date. 5.3 Disputed Invoices: If Client objects to all or any portion of the invoice, Client will notify the Consultant in writing within ten (10) calendar days of the invoice date, identify the cause of the disagreement, and pay when due that portion of the invoice that is not in dispute. In the event that Consultant and Client cannot resolve the dispute regarding the invoiced amount within thirty (30) days after receipt of the notice of disagreement by Client, the dispute will be subject to the Dispute Resolution provision of this Agreement. 5.4 Interest: Client will pay an additional charge of one (1) percent per month, or the maximum percentage allowed by law, whichever is lower, of the overdue amount for any payment received by Consultant more than thirty (30) calendar days from the date of the invoice, except any portion of the invoiced amount in dispute and resolved in favor of Client. 5.5 Suspensionmermination of Services for Non-Payment: If any invoice amount is not paid within thirty (30) calendar days after the date of the invoice, Consultant will have the right, after giving seven (7) days written notice, to suspend all Services on the Project until all accounts (including charges and accrued interest) have been paid. If any overdue amount is not paid within forty-five (45) calendar days after the date of the invoice, Consultant will have the right to terminate this Contract. Any attorney fees, court costs, collection fees or other costs incurred in collecting any delinquent amounts will be paid by Client. 6. CONFIDENTIALITY 6.1 Use of Project Information: Client agrees that Consultant may use Client's name and a general description of the Project as a reference for other prospective clients, provided that no confidential information is disclosed. 7. OWNERSHIP OF DOCUMENTS 7 1 Documents: Original documents generated by Consultant will remain the property of the City of Muskego. D 00046 050200 I1 City of Muskego 7.2 Use: Any documents generated by Consultant are for the exclusive use of Client, and any unauthorized use by third parties or use beyond the intended purpose of the document, will be at the sole risk of Client, unless otherwise agreed upon in writing. a. ALLOCATION OF RISK 8.1 Insurance: Consultant agrees to purchase and maintain at its own expense general liability insurance, professional liability insurance. and automobile liability insurance. Certificates of insurance will be provided to Client upon request in writing. Current insurance policy limits are $2 million for general liability, $1 million for professional liability and $1 million for automobile liability. in addition to $4 million as an umbrella liability policy. Consultant agrees to purchase additional insurance as requested by the Client (presuming such insurance is available to Consultant) provided the premiums for such additional insurance are reimbursed by the Client. 8.2 Indemnification: Client and Consultant agree that each Party will be responsible for claims, suits, damages, and losses to the extent caused by their own negligence or willful misconduct. 9. TERMINATION 9.1 Termination: This Contract may be terminated by either Party upon ten (IO) days written notice for (1) failure of the other Party to substantially perform its responsibilities under this Contract, (2)substantial violation of any provision of this Contract, or (3) discovery of conditions that differ materially from those ordinarily found to exist in, or generally recognized as inherent in the work contemplated to be performed under this Contract. In the event of termination, Consultant will be paid on a time and expenses basis at Consultant's standard rates for services performed prior to the termination notice date plus reasonable termination expenses, including the cost of completing analyses, records, and reports necessary to document job status at the time of termination, and the cost to bring any site work to a safe and stable condition. Consultant will also be reimbursed for reasonable costs associated with untimely demobilization and reassignment of personnel and equipment. 10. THIRD PARTIES 10.1 Successors and Assignees: This Contract will be binding on Consultant and Client, and their successors, trustees, legal representatives, and assigns. Neither Party may assign or transfer any rights, responsibilities, or interest in this Contract without the written consent of the other Party and any attempt to do so without such consent will be void. 11. INTERPRETATION 11 1 Severability: If any provision of this Contract is determined to be void or unenforceable by a Court, all remaining provisions will continue to be valid and enforceable. The court will reform or replace any void or unenforceable provision with a valid and enforceable provision D 00046 050200 I4 City of Muskego D,00046:050200 City of Muskego