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EXHIBIT C <br />ENGINEERING TRANSITION PLAN <br />The City of Little Canada is hiring Elfering & Associates, PLC to serve in the capacity of City <br />Engineer effective August 25, 2004. Howard R. Green Co. has been the City's engineer up to the <br />point of this change. A number of projects or assignments are already in progress. The purpose of this <br />plan is to assign responsibility for the completion of the work in progress. <br />H. Howard R. Green Co. will complete the following assignments. It should be noted that in the case of <br />these projects, the continuity of inspection services is the key factor in keeping said projects with <br />Howard R. Green Co. Specifically, the continued assignment of Lyle Splittstoser is essential to the <br />completion of the projects in progress. Howard R. Green Co. represents that it will continue to assign <br />Mr. Splittstoser to the completion of the Little Canada projects in a manner to which Little Canada has <br />become accustomed. In the event that Howard R. Green Co. does not make Mr. Splittstoser's services <br />available to Little Canada, then Little Canada reserves the right to modify this transition plan as it <br />deems appropriate. Compensation for services rendered by Howard R. Green Co. shall be determined <br />on the basis of the rates currently being charged to Little Canada or as established on a Master <br />Agreement to be executed in the near future. The projects to be retained by Howard R. Green Co. are <br />as follows: <br />2003 Improvement Projects <br />2004 Improvement Projects <br />Hamel Court Subdivision Project <br />Inman Subdivision Project <br />The Villas at Little Canada Infrastructure inspection <br />Mendota Homes Town Office Complex <br />III. Howard R. Green Co. shall also continue to assist the City of Little Canada in its analysis of <br />infiltration and inflow. Said work will include, but may not be limited to, evaluation of sewer <br />metering data, placement of flow meters in new locations, analysis of new flow data generated, roof <br />drain inspections, and other duties as may be assigned. A work scope and budget shall be prepared by <br />Howard R. Green Co. for approval by Little Canada to govern this on -going relationship. <br />IV. Elfering & Associates, PLC will take over all future projects unless otherwise directed by the City of <br />Little Canada. It shall also assume responsibility for the following projects in progress. Those <br />projects are as follows: <br />Hidden Acres Subdivision Project <br />North Star Estates Storm Shelter Project <br />Gervais Hills Subdivision Project <br />The Preserve Subdivision Project <br />2004 Trail Improvements (May be Assigned to Park Consultant) <br />V. In completing the transition between firms, on -going coordination between the two firms may be <br />necessary. All contacts between the firms shall occur with Brian Johnson of Howard R. Green Co. or <br />Lee Elfering of Elfering & Associates respectively. <br />Agreed to this day of August, 2004. <br />Howard R. Green Co. Elfering & Associates, PLC <br />