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2011/01/18 Elan Associates Quail Valley Subarea 4 Sewer Project Formulation Plan r PROFESSIONAL SERVICES AGREEMENT II THIS AGREEMENT for Professional Services ("Agreement") is made this 18'h day of January, 2011 ("Effective Date") by and between the CITY OF MENIFEE ("City") and Elan Associates. ("Consultant") (together sometimes referred to the "Parties"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work, (Exhibit A) and incorporated here. Consultant will perform subsequent Task Orders as requested by the Contract Administrator, in accordance with the Scope of Work. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on January 18, 2011 and shall end as described in the Task unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel Consultant shall assign only competent personnel to perform services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed thirty-five thousand dollars ($35,000) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit B, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. II 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder necessary to complete the work described in Exhibit A; • Receipts for expenses to be reimbursed; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of the contract. David Taussig Professional Services Agreement Page 2 r . 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 1 2.8 Payment upon Termination In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Section 3. FACILITIES AND EQUIPMENT Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between the City and other Insureds. 4.1 Workers' Compensation Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, ONE MILLION DOLLARS ($1,000,000.00) disease per policy . In the aPternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and authorized volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General Automobile Liability Insurance David Taussig Professional Services Agreement Page 3 f l I. 4.2.1 General requirements Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of,,this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)"per occurrence, combined single limit coverage, for risks associated with the work contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of hired, owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance 4.3.1 General requirements Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. David Taussig Professional Services Agreement Page 4 C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date,of this Agreement, Consultant must provide extended reporting coverage for a minimum of five'(5) years after completion of the Agreement or the work. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than AM and admitted in California. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: NPDES and MS4 permit review, implementation and consultation The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road, Menifee, CA 92586. The City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Consultant. 4.4.3 Notice of Reduction in or Cancellation of Coverage A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled or materially changed by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified, mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coveragd. 4.4.4 Additional insured; primary insurance City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to the City as an additional insured must apply on a primary and non- David Taussig Professional Services Agreement Page 5 contributory basis with respect to any insurance or self-insurance program maintained by the City. Additional insured status shall continue for(1) year after delivery of product(s). 1 A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Variation. Contract Administrator may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. David Taussig Professional Services Agreement Page 6 t Section 5. INDEMNIFICATION. Because Consultant shall function as a City Official (i.e. City Surveyor), Consultant shall have the same immunities as other public officials under the Tort Claims Act and other applicable laws and the City shall indemnify and defend Consultant in that capacity as provided by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Section 7. LEGAL REQUIREMENTS. 7.1 _Governing Law. The laws of the State of California shall govern this agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state and federal laws and regulations applicable to the performance of the work hereunder. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term or this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. David Taussig Professional Services Agreement Page 7 In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment,of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. David Taussig Professional Services Agreement Page 8 n Section 9. KEEPING AND STATUS OF RECORDS 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of, the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees and expenses including costs, in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. David Taussig Professional Services Agreement Page 9 e 10.4 No Implied Waiver of Breach The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or,any other term of this Agreement. 11 10.5 Successors and Assigns The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Consultant Representative. All matters under this Agreement shall be handled for Consultant by David Taussig, President. 10.7 City Contract Administration This Agreement shall be administered by a City Employee, Don Allison ("Contract Administrator'). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.8 Notices. Any written notice to Consultant shall be sent to: Elan Associate 1295 Corona Pointe Court Suite 104 Corona, CA 92879 951-520-1331 to: Any written notice to City shall be sent to the Contract Administrator with a copy City Clerk City of Menifee 29714 Haun Road Menifee, CA 92586 10.9 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. David Taussig Professional Services Agreement Page 10 r , Section 11. The Parties have executed this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT J� Wallace W. Edgerton, Mayor El—an Associates Attest: Kathy Bennett, City Clerk Approved as to Form: L Karen A. Feld, City Attorney David Taussig Professional Services Agreement Page 11 f EXHIBIT A SCOPE OF WORK David Taussig Professional Services Agreement Page 12 ECEIVE JAN 2 6 1011 BY:- � i 5uli� -0%, ELAN L Associates December 17,2010 Mr.Don Allison Director of Public Works/City Engineer City of Menifee 29714 Haun Road Menifee,CA 92586 SUBJECT: Proposal for Quail Valley Subarea 4 Sewer Project Formulation Plan Dear Mr.Allison, As you indicated in our meeting of November 8, 2010, the City of Menifee (City) is interested in pursuing outside funding for Quail Valley Subarea 4. Pursuant to your request, Elan Associates, Ltd. (Elan)prepared a scope of services for consideration by the City. This scope will define a project and develop the necessary supporting information to optimize the project's opportunities for grants and low-interest 30-year loans. The proposed activities and estimated fees are included herewith. The not-to-exceed fee of$29,600 is based upon the level of effort that is anticipated to accomplish the work effort described in the scope of work. It should be emphasized that the scope of services is an estimate of the efforts necessary to meet the City's needs. City staff and its technical consultants are also expected to contribute by providing documentation and comments when needed. We are prepared to provide these services upon receipt of your Notice-to-Proceed. If you have any questions, please contact Roger Shintaku or Greg Kahlen at(951)520-1331. r Sincerely, Greg Kahlen Vice President Cc: File r r II ■A` AA�� e M E N I F L E. City of Menifee Quail Valley Subarea 4 Sewer Study And Financing Plan wx� _ x 12/16/2010 E �.. L AN LO Associates E r rZ r ;f,,, f t I I Company Profile Executive Summary Incorporated in 1999, Elan Associates, Ltd. provides a diverse range of services to its clients. From civil engineering design and surveying to contract administration, construction management and environmental services, Elan can fulfill the diverse needs our clientele.The founding partners, Mr. Roger Shintaku, PE and Mr. Greg Kahlen, PLS provide over 60 years of combined experience in the planning, design,funding acquisition, regulatory agency coordination, management, and construction of public works and private development projects. Funding Services Public agencies often try to construct their infrastructure with grants or low-interest loans. Elan assists clients in obtaining financing by locating funding sources while working with clients in formulating their projects to comply with funding program requirements. Occasionally, Elan provides input into the development of funding programs' budgets, policies and guidelines by working with agency staff and/or legislators. During the design and construction phases of successfully funded projects, Elan serves as liaison between the client and funding agencies to assure contract compliance. Elan Associates processes applications with many different state and federal programs. This year we successfully obtained grants from the Bureau of Reclamation and the California Department of Public Health, and are in the final stages of executing agreements for two loans from the State Water Resources Control Board. Elan Associates offers the following for consideration: ■ Our expedience with the funding programs of various state and federal agencies allows 0 us to anticipate their informational needs. By anticipating these needs,we can present application information promptly, and in a manner readily acceptable to and easily understood by the agency's staff. This results in a more expedient application process. ■ Elan Associates has comprehensive experience coordinating with our client's engineering management and finance management to demonstrate financial capability and develop a credible repayment schedule for loans. • We also coordinate effectively with the applicant's design engineer to collect technical information on a regular basis to ensure coherence in the application package. ■ Elan Associates is very familiar with the contract administration procedures required by many programs.We provide Contract Administration services to ensure compliance with funding agency requirements and reimbursement of all eligible costs. f Project Management I Project Management services are provided on an as-needed basis for most types of construction projects, as an extension of the client's existing staff. Elan provides the follo,ving t%.picai services: preparation of requests for proposal; assistance or preparation of environmental documents and/or coordination with environmental consultants; review of proposals and recommendation of a professional services contract; plan review; assistance in preparation of bid packages; preparation of bid tabul tion, reference checks, and recommendation of award of construction contract. Other services,tailored to the client's needs, can be provided as necessary. Construction Management Elan provides Construction Management Services for projects including conduction of preconstruction meetings; reviews of contractor submittals; coordination with funding agencies; monitoring for contract compliance; administrative assistance; coordination of services of geotechnical, biological,archeological and other consultants; and review of progress payments. Environmental Services Elan Associates prepares project CEQA and NEPA documents. Most state funding programs require compliance with the California Environmental Quality Act (CEQA). Federal programs usually require compliance with the National Environmental Policy Act(NEPA). The major differences between the two are that NEPA requires more coordination with the Federal Fish and Wildlife Service and the State Historic Preservation Office. Design Services Elan provides civil engineering design for public works and private development projects, such as water resources engineering,water and sewer infrastructure, and subdivision master plans. Although the majority of civil projects worked on have been in Southern California, our staff has designed projects in other states and internationally in South America,Asia, and the Middle East. 1 Surveying Services Topographic,geodetic, boundary, and construction surveying services are also provided by Elan. Photogrammetric subconsultant services can be provided for larger projects as required with aerial targets and horizontal and vertical coordinates established by Elan's survey crews. r II Scope of Work Background Quail Valley is a disadvantaged community located in southwestern Riverside County. It is situated on hilly terrain underlain by shallow dense bedrock_ Most of the residences in Subarea 4 are on septic tanks, many of which have inadequate percolation. Rain events exacerbate the percolation problem saturating leach fields. Septic tank overflows then occur and raw sewage flows in the streets. To alleviate the stress on their septic systems, many residences have implemented grey water discharge their yards and streets. Some of these sewage flows reach Canyon Lake, a drinking water supply reservoir for Elsinore Valley Municipal Water District. To prevent additional health issues,the Santa Ana Regional Water Quality Control Board imposed a building moratorium on new septic system installation in Quail Valley. Although most of the residents would like to connect to a sewer system, many cannot afford the cost of installation. The City of Menifee (City) is actively seeking outside funding sources to limit what could be a major financial burden on the homeowners for sewer system construction. The City requested that Elan Associates (Elan) submit a proposal for services to assist the City in formulating a plan to implement a sewer system in Subarea 4;and to assist the City in seeking and obtaining outside funding for this effort. Approach Communication with the City during all phases of the project is extremely important. Roger Shintaku, P.E., will be the point of contact for Elan and will attend all meetings with the City. Elan will conduct a kick-off meeting with the City to ensure that the objectives of the City are met as the project moves forward,to establish lines of communication, discuss availability of information, and establish project milestones and schedules. Additional progress meetings with the City will be held at mutually agreeable intervals to review progress. i Scope of Work The goal of the proposed project is to provide the City with a conceptual design and recommendation of sources for funding of the Quail Valley Subarea 4 Sewer Project. Additionally, the core information required for most funding applications will be prepared. This information can then be used as a foundation for preparing planning, design, and construction funding applications. r Alternatives Analysis Subarea 4 is challenged by numerous physical and institutional site constraints. Elan will work with city staff to evaluate combinations of gravity and pressure sewer collection systems that can be constructed with those constraints in mind and recommend an alternativ-a to be considered for funding. Financial Information Compilation A financial analysis of the project is required for most loan and grant programs and is used to demonstrate an applicant's overall "credit worthiness." Elan will work with City staff to compile data that will demonstrate the City's ability to finance the project. Develop Funding Strategies Elan will develop funding strategies for planning, design, and construction of the sewer system.We will: ■ Identify potential funding sources from a variety of State and Federal agencies. ■ Coordinate with potential funding agencies and the City. ■ Work with the City to develop approaches to obtain funding. The funding strategies will focus on minimizing the project's impact on the City's cash flow and the overall cost of the project to the City. Prepare Reports of Findings Elan will prepare two reports that will detail the findings of this scope of work. The first report will describe the recommended funding strategy(s) and will include: ■ A description of the funding programs that were considered ■ An analysis of how the recommended sources fit best with the needs of the City and the project ■ An estimated funding schedule for the recommended strategy(s) The second report will describe the findings of the Alternatives Analysis and will include: ■ A description of the problem area including demographic information ■ A history and discussion of the Subarea 4 sewer problem ■ An analysis of the sewer system alternatives ■ Preliminary cost estimates and schedules for each alternative ■ A description of the Selected Design Alternative The second report will be used as a core component for planning, design, and construction funding applications. Cost Estimate Based upon our estimate of the work effort involved, an initial not-to-exceed budget of$29,600 for work performed is proposed. A schedule of rates is listed on the following page. { ELAN ASSOCIATES, LTD. 1295 CORONA POINTE COURT, SU17E 104 CORONA, CA 92879 i �95-1 5220_____ ec1 520-13 S FAX CITY OFF NA ENIFEE Rate Schedule January 1, 2010 Technical Director 186.00 Project Manager 146.00 Program Analyst 90.00 Engineering Aid 75.00 Clerical 40.00 Expenses and subcontracted services will be invoiced at cost with an additional 10 percent fee. Invoiced amounts will be due immediately and payable within 30 days after submission. ELAN L.,I.� Associates, J� �r Project Funding Experience Eastern Municipal Water Enchanted Heights Sewer Project District (EMWD) CDPH Prop.84 Section 75025 Grant—$9,700,000 2010 The Enchanted Heights Sewer Project addresses a public health concern t caused by failing and inundated septic tanks. The project will install a sewer system and provide the residents with a proper outlet for their wastewater. San Jacinto Valley Regional Water Reclamation Facility Upgrade Clean Water SRF Loan—$145,000,000 2010 This project will improve and expand capacity to meet future treatment demands in compliance with regulatory criteria. Temecula Valley Regional Water Reclamation Facility Upgrade Clean Water SRF Loan—$25,615,680 2010 The Temecula Valley Regional Water Reclamation Facility upgrade will increase all-weather reliability and upgrade existing facilities to improve operating efficiency. Perris Water Filtration Plant Reject Recovery Facility WaterSMART Grant—$300,000 2010 The Perris Water Filtration Plant Reject Recovery Facility will increase the efficiency of the filtration system and lower wastewater treatment load by creating a potable source from a reject stream that would otherwise be directed into the sewer line. Moreno Valley Regional Water Reclamation Facility, SCATT Clean Water SRF and ARRA Loan—$38,362,890, 1%Interest 2009 The Secondary Clarifier and Tertiary Treatment(SCATT) Project represents the initial phase of a construction program to improve and expand operations at the Moreno Valley Regional Water Reclamation Facility. 1 1 " Eastern Municipal Water Moreno Valley Regional Water Reclamation Facility,ARAD Oistrict (EMWD) Clean Water SRF Loan-$ 36,000,080,3%|ntemst ARRA"Green"Funding—10,315,000,0%Interest top,*, 2009 The Preliminary Treatment and Acid-Phase Anaerobic Digestion Project -- � (APAD) represents the second phase ofa construction program toimprove ' ^ and expand operations at the Moreno Valley Regional Water Redsmation Facility(MVRWRF). Hemet Water Filtration Plant Department of Public Health SRF Loan-$42,098,388, 0% Interest The Hemet Water Filtration Plant was constructed to treat raw water delivered from the State Water Project. Located on a 4.5-acre parcel in the City of Hemet,the plant treats 10 MGD.The project also included construction of approximately 2600 lineal feet of 36-inch potable water Temecula Valley Regional Water Reclamation Facility Effluent Pipeline This pipeline project was constructed to expand recycled water use along the Interstate 15 corridor; connect with EMWD's recycled water distribution system; and provide discharge capability to Lake Elsinore or Temescal Creek. Project Features include reclaimed water transmission lines,valves, and pump stations. Recycled Water System Pressurization and Expansion Project The Recycled Water System Pressurization and Expansion Project was ^ constructed to establish operational pressure zones and to connect the San Jacinto Regional Water Reclamation Facility(S]RVVRF)with EMVVD's regional recycled water network. Project features include: pipelines,valves, pumps and telemetry. Recycled Water System Pressurization and Expansion Project (Second Phase) Bureau of Reclamation Title XV| -$9,1DOOOO The second phase will modify existing infrastructure to improve recycled water deliver capacity to existing users and extend service toadditional customers. Project elements include three storage tanks (with ancillary � pipe|ines), a booster station, and a major pipeline extension. ��ELAN r Santa Ana Watershed Recycled Water System Project— Eastern Municipal Water ' Project Authority(SAWPA) District Small Reclamation Projects Act(PL 84-984) The Recycled Water System Project connected three of Eastern r lunicipal Water District's regional reclaimed water facilities for movement of reclaimed water around the district or to Temescal Creek. Project features included miles of reclaimed water transmission pipeline, pump station, and an energy dissipater. Elsinore Lake Management Project— Elsinore Valley Municipal Water District Small Reclamation Projects Act(PL 84-984)-$25,860,000 The Elsinore Lake Management Project facilitated the establishment of a year-round lake with higher quality water-and a stable shoreline. Constructed features include: A levee to separate Lake Elsinore from its shallow southeastern floodplain; an improved outlet channel; and wells for water replenishment. Woodcrest Water Supply Project—Western Municipal Water District Small Reclamation Projects Act(PL 84-984) The Woodcrest Water Supply Project provided State Project water to the western portion of Western Municipal Water District. Project features included pipelines to convey treated water by gravity from the Mills Plant to agricultural users.At higher locations within the District, agricultural and M&I users received treated water from the Mills Plant from a new pressure pipeline. Chino Basin Desalination Program, Phase I Project Small Reclamation Projects Act(PL 84-984)-$32,064,258 The Chino Basin Desalination Program project desalinates saline groundwater for potable water use. ELAN r County of San Bernardino San Sevaine Creek Water Project Small Reclamation Projects Act (PL 84-984)-$19,179,026(Loan) - Small Reclamation Projects Act(PL 84-984) -$37,880,874(Grant) This typical flood control project Lvas redesigned into a multipurpose_ conservation project to gain federal funding approval. The project was constructed with elements including:flood control,groundwater recharge, ~' habitat preservation, and recreation. Elsinore Valley Municipal Temescal Valley Project Water District (EVMWD) Small Reclamation Projects Act(PL 84-984)-$22,269,980 I Project elements included high-pressure pipeline and the construction of a single "terminal'storage tank. Old Town Water System Replacement Project California Department of Water Resources Loan-$5,300,000 r _ . The Old Town Replacement Project replaced existing leaking, substandard aged water pipelines and appurtenances with a new watertight transmission system. Project features included: pipe,valves and hydrants. Amber Ridge Project Clean Water SRF The Amber Ridge Project provided sewer lines and house connections to residences previously served by septic systems. Project features included sewer pipelines, lift station and septic tank abandonment services. r ELAN I " Rancho California Water Water Resour ces Development Project 0istrict /RCWD\ Small Reclamation Projects Act(PLQ4'984)'$28,g48O8U The project included construction uf3Owells, 9 miles ofpipelines, 2 (P 11�1 - .1-1" pumping plants, and 275 acres of artificial recharge. FINAL P�ojig Tohono (]'QdhannNation San Xavier Farm Development Project Small Reclamation Projects Act(PL84'984) -$S3,UOO,0UO The San Xavier Farm Development Project proposed all grading and pertinent � infrastructure to develop a9,OOOacre irrigated farming enterprise from native desert, and 1,200 acres of new and rehabilitated farmland in proximity of the Santa Cruz River.Only the rehab project near the mission was constructed with all wells, pipelines, roads,flood control facilities, operational complexes, and electrical systems to support farm workers,and a completely submerged irrigation distribution system. GChUkToak Farm Development Project ' Small Reclamation Projects Act(PL84'9O4) The Schuk Toak Farm Development Project proposed all grading and pertinent infrastructure to develop a 3,000 acre irrigated farming enterprise from native _ desert.The farm was substantially completed in 1996 and today is used to raise crops such ax cotton and a|fa|fa ; . EEELAm r �r i Roger A. Shintaku, P.E. Technical Director- Education Engineering University of California, Los Angeles Professional Registration Professional Engineer, Civil California No.C32183 Professional Affiliations Western Coalition of Arid States National Water Resources Association Professional Background Mr. Shintaku has in-depth civil engineering experience in both public works and private development Projects. He has extensive experience in negotiating with Federal and State agencies to garner support and approval for large interagency projects. He also has broad experience in project design and management ranging from local public works projects to large international projects. Mr. Shintaku currently provides planning services to public agencies including: strategic planning, project development, program management, construction management, environmental reports and planning, water resource planning, project formulation for funding agency acceptance, and interagency liaison work with both State and Federal regulatory and resource agencies. Mr. Shintaku has managed a public agency and worked with fellow agencies and staffs to formulate studies and projects. He has worked with legislators and staff in Sacramento and Washington D.C. to support existing programs and to develop new government funding programs. Mr. Shintaku has assisted public agency clients in procuring grant and low interest loans for performing studies and implementing projects. Experience Record r April 1999 to present Elan Associates, Inc., Corona, California Principal 1990 to 1999 Private Consultant Provided services to public agencies including:strategic planning, project development,funding assistance, project management, construction management, environmental reports and planning, water resource planning,and interagency liaison work. EIeLnAmociates i l Roger A.Shintaku,P.E. Technical Director 1989 to 1990 Santa Ana Watershed Project Authority, Riverside, California Assistant General Manager Responsible for the day-to-day activities of the agency. Duties included: conducting monthly Board and Project Committee meetings; authorizing expenditures; overseeing the deputy manager's programs and projects; seeking funding for projects and studies; working with Board members on resolution of member district's problems. 1987 to 1989 Engineering Science, Pasadena, California Deputy Office Manager(1988-1989) Responsible for all engineering work in the 110 person Pasadena office, including writing marketing plans, developing budgets, managing administrative and technical personnel, and overseeing the work of the civil, structural,mechanical, electrical,and design departments. Project Manager(1988) Responsible for the planning, design, and preparation of proposals, reports, designs, and specifications for military projects and municipal water and sewer projects. Project Engineer(1987) Responsible for concept and final design of civil engineering projects. Projects included water tank and pipelines;sewer systems; and reservoir dredging systems. 1985 to 1987 Private Consultant Designed grading, street, drainage, sewer, and other infrastructure plans for land developers in the Southern California area.Designed expansion facilities for the L.A, County Sheriff Pitches Honor Rancho. 1977 to 1985 s Daniel, Mann,Johnson, and Mendenhall, Los Angeles, California Project Manager(1985) Early construction phase Construction Manager of the Long Beach Light Rail Project. Project Engineer(1981—1985) • Responsible for the design of sewer systems, water distribution systems, and flightline facilities for a military complex in the Middle East. • Responsible for the civil portions of master plans and land use studies in Southern California. • Designed roads,sewer collection,water distribution,and fire protection systems. F1naAneodntes 1 Roger A.Shintaku,P.E. Technical Director • Responsible for the design, modifications, and additions to runways, hangars, ammunition storage facilities, and various military structures for U.S.Army, Navy,Air Force and Marine bases in the Far East • Designed a computer program to solve complex railroad project problems. • Designed light and heavy rail alignments for public transportation projects. • Designed roads and sites for microwave transmitting stations in South America. Office Engineer(1977—1981) Responsible for the design and master planning of residential and industrial subdivisions in Ventura, Riverside, and Los Angeles Counties. r Elan Associates Gregory J. Kahlen, P.L.S. Project Manager Education Bachelor of Science,Biology—1_+74 University of California, Irvine Professional Registration Professional Land Surveyor California PLS 6625 Professional Affiliations American Water Works Association American Public Works Association Orange County Water Association American Congress on Surveying and Mapping California Land Surveyors Association National Water Resources Association International Right of Way Association Professional Background Mr. Kahlen has over 30 years of professional experience in the design and construction management of public works and private development projects. His experience includes processing of loan and grant applications with state and federal agencies; site design of residential, commercial and high-rise office buildings, public works projects that range from street improvements, to sewer to water improvement projects, extensive surveying and mapping projects,and forensic investigations into construction defects. Mr. Kahlen is the liaison with the State Water Resources Control Board for Clean Water Program loans and grants, and the Department of Public Health Safe Drinking Water program loans. He is responsible for application submittals, loan processing; reporting requirements, and preparation of requests for reimbursement during project construction. Experience Record 0 August 1999 to presrent Elan Associates,Corona, California Principal 1980 to 1999 DGA Consultants,Inc.,Santa Ana,California Vice President(1995-1999) Responsible for client coordination and business development. Developed company proposal formats and Provided input to staff for seeking and responding to Requests for Proposal from public agencies. Provided part-time, in-house project and construction management services to Elsinore Valley Municipal Water District.Assisted in preparation of forensic investigation reports for construction defect cases. Dan.Awociates r Division Manager,Santa Ana Office(1994-199S) Managed DCA's Santa Ana office and oversaw the planning, design,and preparation cf.prop'sals, reports, r designs, and specifications for public water, sewer, storin drain, and street irnprov ment projem. Managed and coordinated Survey teams, prepared legal description:.and AL F.A.survey";and provided ni'cp checking services to the County of Orange. Division Manager,Rancho Cucamonga Office(1998—1994) Responsible for managing, staffing, business development, and overseeing engineering design work fcr a new Inland Empire branch office. Prepared budgets and reports,and managed a staff of up to 25 people. This office produced public works and private development projects in Riverside, San Bernardino, Orange, and Los Angeles Counties. Development projects included civil engineering design for several large shopping centers. In responsible charge of $300,000 survey and mapping project in Prado basin for Orange County as part of the U.S.Army Corps of Engineers Santa Ana River Mainstem Project. Project Manager(1984—1988) Managed design of public works and private development projects,from concept through preliminary and final design. Provided input to a staff of registered engineers, licensed land surveyors, planners, and CAD drafters. Designer and Land Surveyor(1980—1984) As a survey chainman and subsequently as a party chief, provided boundary, topographic, and construction surveying for public works and private development projects. Also responsible for providing office survey calculations. Provided design for grading, sewer, water, storrn drain, and street improvement projects. 1977 to 1980 McDaniel and Associates,Anaheim,California Designer and Drafter Began as an entry-level designer-drafter. Learned board drafting, design, and survey principals under the supervision of professional engineers and licensed surveyors. Prepared ALTA survey maps, grading plans, public works improvement plans,and parcel and tract maps. A Elan Associates Tim E. Clank, P.E. Project Manager Education University or Arizona, B.S.,Agricultural Engineering, 19€O Phoenix college,A.A., General Business, 197E Professional Registration Professional Licensed Engineer registered in Arizona and California Professional Affiliations National Society of Professional Engineers Arizona Society of Professional Engineers American Society of Agricultural and Biological Engineers Arizona Agri-Business Council Association of California Water Agencies Western Coalition of Arid States National Water Resources Association Colorado River Water Users Association Professional Background Mr. Clark has over 34 years of professional experience in the design and construction management of public works and private development projects. His is proficient with state and federal funding programs ranging from SRF financing to direct appropriations. Adept at conceptual planning to qualify projects, negotiating with agencies to achieve financing, project management, technical compliance and economic analysis. Experience Record 0 January 2000 to Present Elan Associates Project Manager Managed the preparation of financing applications,feasibility reports, environmental assessments, engineering design (conceptual and feasibility-level), permit processing, and project financing through federal and state agencies.These services typically included continued coordination with state and federal agencies through the approval process, construction (including administration of the environmental commitment plan), and into repayment. Elan Amoelates January 1990 to December 2000 Clark Associates Principal Engineer Over 10 years of successful business operation as an engineering/management consultant. Activities include: engineering design (conceptual and feasibility-level), environmental compliance (including public hearings), permit processing,financing, and contract administration for various water-resource related projects in Arizona and California. Services provided include the preparation of financing applications,feasibility reports,and/or environmental assessments for: regional wastewater reclamation facilities, drinking water facilities,flood-control/recharge project s and groundwater desalination projects April 1984 to January 1990 Franzoy Corey Engineers and Architects Tucson Branch [Manager Established the Tucson branch office of a regional consulting firm in 1986 and supervised a staff of twelve full-time employees. Directed project teams comprised of engineers, economists, hydrologists, resource planners, biologists,archaeologists, geologists,writers, draftsmen, technicians, and surveyors. January 1981 to April 1984 U.S. Bureau of Reclamation Civil Engineer Conducted a study and prepared a report on the opportunities to supply non-contracted municipal water users along the lower Colorado River with valid diversion contracts. This effort provided the basis for exchange agreements entered into between the agricultural users and municipalities to reduce California's diversion of Colorado River Water in accordance with the `Law of the River'. r Participated in the Colorado River salinity control investigation, and reviewed and processed loan applications under Small Reclamation Projects Act and the Distribution System Loans Act. Served as construction inspector on the Central Arizona Project(earthwork and structural), and prepared the electrical designs and specifications for roadway lighting and vendor service on Hoover Dam. Elan Awociatea l r Form W'9 Request for Taxpayer Give form to the (Rev.October 2007) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name(as shown on your income tax retum) CV L/4N S �Ci�fPS Lam. m Business name,if different from above a c 0 m c Check appropriate box: ❑ Individual/Sole proprietor Corporation ❑ Partnership ❑ Limited liabilitycompany.Enter the tax classification Exempt ro=disregarded entity.C=corporation,P=partnership)► - ❑ Exempt payee o ❑ frier(see instructions)► r 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) ato i Zq S Coy-o rntti tb iy---4,e Q4. # City,stale,and ZIP code rCL List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding.For individuals.this is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other entities, it is your employer identification number(EIN).If you do not have a number,see How to get a TIN on page 3. or Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer identification number ' number to enter. �5`t (.PSG FMrM Certification Under penalties of perjury,I certity that: 1. The number shown on this form is my correct taxpayer identification(lumber(or I am waiting for a number to be issued to me),and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. 1 am a U.S.citizen or other U.S.person(defined below), Certification Instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions,item 2 does not apply. For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than Interest and dividends,you are not required to sign the Certification, but you must provide your correct TIN.See the instructions on page d. Sign Signature o /c 9—/0 Here U.S.person 2� Dale ► General Instructions U Definition of a U.S. person. For federal tax purposes. you are considered a U.S.person if you are: Section references are to the Internal Revenue Code unless otherwise noted. • An individual who is a U.S, citizen or U.S. resident alien, • A partnership,corporation,company,or association created or Purpose of Form organized in the United States or under the laws of the United A person who is required to file an information return with the States, IRS must obtain your correct,taxpayer identification number(TIN) • An estate(other than a foreign estate), or to report, for example,income paid to you, real estate • A domestic trust(as defined in Regulations section transactions, mortgage interest you paid,acquisition or 301.7701-7). abandonment of secured property,cancellation of debt,or Special rules for partnerships.Partnerships that conduct a contributions you made to an IRA, trade or business in the United States are generally required to Use Form W-9 only if you are a U.S. person(including a pay a withholding tax on any foreign partners'share of income resident alien),to provide your correct TIN to the person from such business. Further,in certain cases where a Form W-9 requesting it(the requester)and,when applicable,to: has not been received,a partnership is required to presume that 1.Certify that the TIN you are giving is correct(or you are a partner is a foreign person,and pay the withholding tax. waiting for a number to be issued). Therefore, if you are a U.S. person that is a partner in a 2.Certify that you are not subject to backup withholding,or Partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. 3.Claim exemption from backup withholding if you are a U.S. sratus and avoid withholding on your share of partnership exempt payee.If applicable,you are also certifying that as a Income.. U.S.person,your allocable share of any partnership income from The person who gives Form W-9 to the partnership for a U.S.trade or business is not subject to the withholding tax on purposes of establishing its U.S. status and avoiding withholding foreign partners'share of effectively connected income. on its allocable share of net income from the partnership Note.If a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is in the request your TIN,you must use the requester's form if it is following cases: substantially similar to this Form W-9. is The U.S.owner of a disregarded entity and not the entity, Cat-No.10231X Form W-g (Rev.10-2007)