2011/01/18 Elan Associates Quail Valley Subarea 4 Sewer Project Formulation Plan r
PROFESSIONAL SERVICES AGREEMENT
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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.
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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.
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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.
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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
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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.
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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).
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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.
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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
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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.
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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.
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Section 11.
The Parties have executed this Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
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Wallace W. Edgerton, Mayor El—an Associates
Attest:
Kathy Bennett, City Clerk
Approved as to Form:
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Karen A. Feld, City Attorney
David Taussig Professional Services Agreement Page 11
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EXHIBIT A
SCOPE OF WORK
David Taussig Professional Services Agreement Page 12
ECEIVE
JAN 2 6 1011
BY:-
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ELAN
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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.
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Sincerely,
Greg Kahlen
Vice President
Cc: File
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City of Menifee
Quail Valley Subarea 4 Sewer Study
And Financing Plan
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12/16/2010
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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
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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.
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Project Management
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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.
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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.
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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.
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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
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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—$38,362,890, 1%Interest
2009
The Secondary Clarifier and Tertiary Treatment(SCATT) Project represents
the initial phase of a construction program to improve and expand
operations at the Moreno Valley Regional Water Reclamation Facility.
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Eastern Municipal Water Moreno Valley Regional Water Reclamation Facility,ARAD
Oistrict (EMWD) Clean Water SRF Loan-$ 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.
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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
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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
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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
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. 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.
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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
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EEELAm
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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
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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
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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
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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.
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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
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Division Manager,Santa Ana Office(1994-199S)
Managed DCA's Santa Ana office and oversaw the planning, design,and preparation cf.prop'sals, reports,
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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.
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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
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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'.
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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
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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
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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
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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)