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2001-050 ORDINANCE NO ~)/- 0-_0'-~5) AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ETTL ENGINEERS & CONSULTANTS INC FOR HYDROGEOLOGICAL CONSULTING AND ANALYTICAL SERVICES PERTAINING TO THE CITY OF DENTON LANDFILL (MSW PERMIT NO 1590A), AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING FOR RETROACTIVE EFFECT OF THE AGREEMENT (PO 12551-ETTL ENGINEERS & CONSULTANTS, INC IN THE AMOUNT OF $43,202 37) WHEREAS, The professional services provtder (the"Provtder) mennoned ~n tNs ordtnance ts bmng selected as the most Nghly quahfied on the basts of tts demonstrated competence and quahficatmns to perform the proposed professtonal services, and WHEREAS, The fees under the proposed contract are fair and reasonable and are conststent wtth and not Ngher than the recommended practtces and fees pubhshed by the professmnal assomanons apphcable to the Provtder's professmn and such fees do not exceed the maxtmum provtded by law, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I The C~ty Manager ~s hereby authorized to enter mto a professtonal servme contract w~th the Promder, ETTL Engineers & Consultants, lnc ts to provtde Hydrogeologmal Consulttng and Analytmal Services, a copy ofwNch ts attached hereto and ~ncorporated by reference heretn SECTION II The Ctty Manager ~s authorized to expend funds as reqmred by the attached contract SECTION III The fin&ngs ~n the preamble of tNs ordtnance are tncorporated herem by reference SECTION IV This ordmance shall become effecttve ~mme&ately upon tts passage and approval PASSED AND APPROVED th~s the day of x_~~ , 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS[ C~TY SECRETARY APPROVED AS~O LEGAL F~RM PO 12551 -PR~FEffSI ES FOR ETTL ENGINEERING CONSULTANTS ORDINANCE 2001 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR HYDROGEOLOGICAL CONSULTING AND ANALYTICAL SERVICES PERTAINING TO THE CITY OF DENTON LANDFILL THIS AGREEMENT is made and entered into as of the day of ~~_, 2001, by and between the City of Denton, Texas, a Texas Mumclpal Corporation, with its pn~'clpal offices at 215 East McKlnney Street, Denton, Texas 76201 (hereinafter "OWNER"), and ETTL Engineers & Consultants, [nc, a Corporation, with its corporate office at 1717 East Erwln Street, Tyler, Texas 75702, (hereinafter "CONSULTANT"), the parties acting herein by and through their respective duly-authorized representatives and officers WITNESSETH, that in conslderatnon of the covenants and agreements hereto contained, the parties hereto do mutually AGREE as follows ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an ~ndependent contractor, and the CONSULTANT hereby agrees to perform the services here~n ~n connection w~th the ProJect as stated ~n the Articles to follow, w~th chhgence and in accordance with the professional standards customarily obtained for such services m the State of Texas The professional services set forth herein are ~n connection with the following described project (the "Project") Prowdmg professional hydrogeologmal consulting and analytical services pertmmng to the City of Denton Landfill (MSW Permit No 1590A) for the twelve-month period begmmng on October l, 2000 and ending on September 30, 2001 ETTL shall serve as the OWNER's consultant relative to all landfill ground-water momtonng, data review, reporting (including, w~thout huntatlon, two semi-annual detection ground-water momtonng events), and general geological and hydrogeologmal consulting services, where needed on the Project ARTTCI ,F, II SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner A To perform all those services as are set forth in the CONSULTANT's final, revised Proposal to the C~ty of Denton, contmned ~n that certain three (3) page letter from Les A Jeske, Operations Manager of Hydrogeologlcal Services of CONSULTANT to David Dugger, Landfill Superintendent of OWNER, dated January 10, 2001, which letter is attached hereto as Exbab~t "A" and is incorporated herewith by reference B If there is any conflict that arises between the terms of this Agreement and Exhibits "A" and "B" attached to tlus Agreement, then the terms and concht~ons ofth~s Agreement shall control over the terms and cond~tions of the attached Exhibits ARTTCI,R III ADDITIONAL SERVICES Any Additional Services to be performed by CONSULTANT. ~f authorized by OWNER. which are not ~ncluded as Basic Serrates ~n the above-described Scope of Services, set forth ~n Article II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, ~n writing, the scope of such Adcht~onal Sermces, the amount of compensation for such additional services, and other essential terms pertaining to the prows~on of such Add~ttonal Servtces by CONSULTANT A partml hmng of possible Additional Servmes and the rates therefor, are set forth on page two (2) of the Probable Cost Estimate (September 5. 2000) which ~s attached hereto as Exhibit "B" and ~ncorporated by reference herewith ARTICI ,R IV PERIOD OF SERVICE The part,es hereby ratify tlus Agreement, and the part~es agree that th~s Agreement shall be retroactively effective as of October 1. 2000, upon ~ts execution by OWNER and CONSULTANT, and upon the issuance of a notme to proceed by the OWNER Th~s Agreement shall remmn ~n force for the period whmh may reasonably be required for the completion of the ProJect, ~nclud~ng Additional Services. ~f any, and any reqmred extensions approved by the OWNER, or untd September 30, 2001, whmhever event shall first occur Th~s Agreement may be sooner terminated ~n accordance w~th the prowmons hereof TIME IS OF THE ESSENCE IN THE PERFORMANCE AND COMPLETION OF THIS AGREEMENT CONSULTANT shall make all reasonable efforts to complete the sarv~ces set forth here~n as exped~tmusly as possible and to meet the schedule(s) reasonably estabhshed by the OWNER, acting through ~ts D~rector of Sohd Waste or h~s designee ARTICf,E V COMPENSATION A COMPENSATION TERMS 1 "D~rect Non-Labor Expense" ~s defined as that expense [other than "per dtem" expense], based upon actual cost plus fifteen (15%) percent, for any out-of-pocket expense reasonably incurred by the CONSULTANT related to ~ts performance of th~s Agreement, for long d~stance telephone charges, telecopy charges, messenger servmes, pnntmg and reproduction expenses, out-of-pocket expenses for purchased computer t~me, prudently recurred travel expenses related to the work on the Project, and s~mdar incidental expenses ~ncurred ~n connection w~th the Project B BILLING AND PAYMENT For and ~n cons~deratmn of the professmnal services to be performed by CONSULTANT herein. OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basra Services tasks set forth ~n the Scope of Serwces as shown in Artmle II above, as s ,Our ~m~,,~on,~,~,,,0o,~L ~. ~."~" ~^ ~' o~ ~' P age 2 o f 10 follows 1 CONSULTANT shall perform its work on thts ProJect on an hourly fee basts, plus reimbursement for all reasonably ~ncurred out-of-pocket expenses, bdled monthly, or for longer periods of t~me CONSULTANT shall Inll from ttme sheets, in m~mmum ¼ hour increments of trine, at the rates and subject to the terms set forth in CONSULTANT's "Probable Cost Estimate" winch ts contained tn Exinint "B" heretofore referred to ~n Artmle III OWNER shall pay to CONSULTANT for ~ts professtonal servmes performed, and for ~ts out-of pocket expenses tncurred tn the Project, a total amount not to exceed $43,202 37 2 Partial payments to the CONSULTANT will be made monthly based on the percent of actual completmn of the Basic Servmes, rendered to and approved by the OWNER through ~ts D~rector of Sohd Waste or Ins designee However, under no ctreumstances shall any monthly statement for servtces exceed the value of the work performed at the t~me a statement ~s rendered The OWNER may w~thhold the final ten (10%) percent of the above not-to-exceed amount until satisfactory completton of the ProJect by CONSULTANT 3 Notinng contmned in tins Article shall reqmre the OWNER to pay for any work that ts not submitted ~n comphance with the terms of tins Agreement OWNER shall not be reqmred to make any payments to CONSULTANT at any t~me when CONSULTANT is ~n default under flus Agreement 4 It ts specffically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to th~s Agreement winch would reqmre add~tmnal payments by the OWNER for any charge, expense or reimbursement above the not-to-exceed amount as stated here~nabove, w~thout first hawng obtmned the prior written authorization of the OWNER CONSULTANT shall not proceed to perform any servmes to be later prowded for under Artmle III "Add~tlonal Servtces" w~thout first obtmmng prior written authorization from the OWNER C ADDITIONAL SERVICES For Addtt~onal Services authorized tn writing by the OWNER m Article IH here~nabove, CONSULTANT shall be prod based on a to-be-agreed- upon Schedule of Charges Payments for Add~ttonal Services shall be due and payable upon submlssaon by the CONSULTANT, and shall be tn accordance with Exinint "B" attached hereto, and Artmle V B herelnabove Statements for Bastc Servtces and any Additional Serrates shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fmls to make payments due the CONSULTANT for serwces and expenses wttinn stxty (60) days after recetpt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT wall be tncreased by the rate of one percent (1%) per month from and after the smd s~xt~eth (60th) day, and in addition, thereafter, the CONSULTANT may, after g~vtng ten (10) days written notice to the OWNER, suspend services under tins Agreement until the CONSULTANT has been prod tn full for all amounts then due and owing, and not dtsputed by OWNER, for servmes, expenses and charges Prowded, however, notinng herem shall require the OWNER to pay the late charge of one percent (1%) per month as set forth heretn, tf the OWNER reasonably determines that the CONSULTANT's work ts not subnutted ~n accordance wtth the terms of this Agreement, tn accordance w~th Artmle V B of tins Agreement, and OWNER has promptly notffied s,o~r~c~,~,~,~on~,c~00~T~m~,~,~,~,~^~0oo~0O, o~oc Page 3 of 10 CONSULTANT of that fact in wnUng p, ltTTCI J~ Vt OBSERVATION AND REVIEW OF THE WORK The CONSULTANT wall exercise reasonable care and due dahgence tn dtscovenng and promptly reporting to the OWNER any defects or deficiencies m the work of CONSULTANT ARTICI ,F, VII OWNERSHIP OF DOCUMENTS All documents prepared or furmshed by the CONSULTANT pursuant to thts Agreement are mstmments of servme and shall become the property of the OWNER upon the termlnatton of thts Agreement The CONSULTANT is entitled to retmn copras of all such documents The documents prepared and funushed by the CONSULTANT are tntended only to be apphcable to thts project and OWNER's use of these documents tn other projects shall be at OWNER's sole risk and expense In the event the OWNER uses the Agreement tn another project or for other purposes than specified herem any of the mformatlon or materials developed pursuant to thts agreement, CONSULTANT is released from any and all hab~hty relating to thetr use m that project A]~TTCI ,I~ VIII INDEPENDENT CONTRACTOR CONSULTANT shall provtde servtces to OWNER as an ~ndependent contractor, not as an employee of the OWNER CONSULTANT shall not have or clmm any right arising from employee status ARTTCI ,F~ TX INDEMNITY AGREEMENT The CONSULTANT shall ~ndemmfy and save and hold harmless the OWNER and ~ts officmls, officers, agents, attorneys and employees from and agmnst any and all hab~hty, clmms, demands, damages, losses and expenses, including but not hmlted to court costs and reasonable attorney fees incurred by the OWNER, and tncludtng wtthout hm~tat~on damages for boddy and personal injury, death, or property damage, resulttng from the neghgent acts or omtsstons of the CONSULTANT or ~ts officers, shareholders, agents, attorneys and employees tn the executton, operatton, or performance of this Agreement Nottung m thts Agreement shall be construed to create a habdlty to any person who ts not a party to th~s Agreement and notlung heretn shall wmve any of the party's defenses, both at law or eqmty, to any clmm, cause of action or lmgat~on filed by anyone not a party to flus Agreement, mcludtng the defense of governmental tmmumty, which defenses are hereby expressly reserved ARTICI ,F, X INSURANCE Dunng the performance of the Servmes under thts Agreement, CONSULTANT shall mmnttun the following tnsurance w~th an insurance company hcensed to do bustness ~n the State of s,ou, Do~,,~,,~on~,,c,.,o~**L ~,~..~,, ~s^ ~,0o~ o~o~ Page 4 o f 10 Texas by the State Insurance Board or any successor agency, that has a rattng with A M Best Rate Careers of at least an "A-" or above A Comprehensive General Ltabthty Insurance wtth boddy injury hmlts of not less than $1,000,000 for each occurrence and not less than $1,000,000 m the aggregate, and with property damage hmtts of not less than $100,000 for each occurrence and not less than $100,000 m the aggregate B Automoinle Ltabthty Insurance with bodily injury hm~ts of not less than $1,000,000 for each person and not less than $1,000,000 for each accident and with property damage hmtts for not less than $100,000 for each accident C Worker's Compensation Insurance ~n accordance wtth statutory reqmrements, and Employer's Ltainhty Insurance wtth hmits of not less than $100,000 for each acctdent D Professional Ltainhty Insurance or appmpnate Errors & Omissions Insurance w~th hmlts of not less than $1,000,000 annual aggregate E CONSULTANT shall furnish insurance certificates or insurance pohc~es at the OWNER's request to ewdence such coverages The ~nsurance pohcles shall name the OWNER as an additional insured on all such pohcles to the extent that is legally possible, and shall contmn a provlsmn that such insurance shall not be cancelled or modtfied without thirty (30) days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute pohcles, furmshmg at least the same pohcy hmlts and coverage, to OWNER ARTICI ,F~ XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties wtll make efforts to settle any disputes arising under tins Agreement by submltt~ng the dmpute to arb~tratton or other means of alternate dispute resolutton such as medlatton However, no arbttratlon or other form of alternate dispute resolution arising out of, or relating to tins Agreement lnvolmng one party's disagreement may ~nclude the other party to the disagreement without the other's approval ARTICI ,F, ×lt TERMINATION OF AGREEMENT A Notwtthstandmg any other pmvlston of th~s Agreement, e~ther party may termtnate tins Agreement by provtd~ng thirty (30) days advance written nottce to the other party B Tins Agreement may alternatively be terminated ~n whole or in part tn the evem of rather party substantially failing to fulfill ~ts obligations under this Agreement No such term~natmn will be effected unless the other party ts given (1) written notice (dehvered by certified mad, return receipt requested) of tntent to termmate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than tinrty (30) calendar days to cure the failure, and (2) an opportunity for consultation w~th the terminating party prior to termination C If the Agreement ~s terminated prior to completion of the services to be prowded hereunder, CONSULTANT shall ~mmedmtely cease all services upon mce~pt of the written not~ce of termination from OWNER, and shall render a final b~ll for services to the OWNER w~thln twenty (20) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notme of termmat~on being received by CONSULTANT, ~n accordance w~th Article V of th~s Agreement Should the OWNER subsequently contract w~th a new consultant for the continuation of serwces on the ProJect, CONSULTANT shall cooperate ~n providing information to the OWNER and to the new consultant If apphcable, OWNER shall allow CONSULTANT a reasonable t~me to transition and to turn over the ProJect to a new consultant CONSULTANT shall turn over all documents prepared or furmshed by CONSULTANT pursuant to flus Agreement to the OWNER on or before the date of termination, but may mmntmn cop~es of such documents for its files ARTICI ,lq, XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the respons~bthty and hab~hty of the CONSULTANT, ~ts officers, employees, or agents, for the accuracy and competency of their work performed pursuant to th~s Agreement, nor shall such approval by the OWNER be deemed as an assumption of such respons~blhty by the OWNER for any defect ~n the work prepared by the CONSULTANT, ~ts pnnc~pals, officers, employees, and agents ARTICI ,F, XlV NOTICES All notices, commumcat~ons, and reports reqmred or permitted under th~s Agreement shall be personally dehvered to, or telecop~ed to, or marled to the respective part,es by depositing same ~n the Umted States mml at the addresses shown below, postage prepmd, certtfied mml, return receipt requested, unless otherwise specified here~n To CONSULTANT To OWNER ETTL Engineers & Consultants, Inc C~ty of Denton, Texas Les A Jeske, Mgr of Hydrogeologmal Services M~chael W Jez, C~ty Manager 1717 East Erwm Street 215 East McKtnney Street Tyler, Texas 75702 Denton, Texas 76201 Fax (903) 595-6113 Fax (940) 349-8596 All notices under th~s Agreement shall be effective upon their actual receipt by the party to whom such not,ce ~s g~ven, or three (3) days after mmhng of the not~ce, whmhever event shall first Occur AWrTCT,~, XV ENTIRE AGREEMENT Ttus Agreement consisting of ten (10) pages and two (2) Exhibits constitutes the complete and final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotlataons, discussions, commumcat~ons, understandings, and agreements wbach may have been made m connection with the subject matter of this Agreement ARTTCT ,g, 3(VT SEVERABILITY If any provision of this Agreement Is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement, and shall not cause the remmnder to be invalid or unenforceable In such event, the part~es shall reform thas Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision wh]ch comes as close as possible to expressing the original intentions of the parties respecting any such s~cken provision ARTTCI ,E 3(VII COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, local laws, mles, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended ARTICT ,E 3(VTIT DISCRIMINATION PROHIBITED In performing the services reqmred hereunder, CONSULTANT shall not discriminate against any person on the bas:s of race, color, rehglon, sex, national origin or ancestry, age, or physical handicap ARTTC, I ,F, 3(I3( PERSONNEL A CONSULTANT represents that ~t has or will secure at its own expense all personnel required to perform all the services reqmred under this Agreement Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER CONSULTANT shall lmmechately mform the OWNER in writing of any conflict of interest or potentml conflict of interest that CONSULTANT may discover, or which may ar;se dunng the term of tbas Agreement B OWNER requires that CONSULTANT carefully safeguard all documents, data, and mformat~on provMed by OWNER to CONSULTANT incident to this engagement CONSULTANT reeogmzes that such documents, data, and information, involve sensitive, competitive issues, in some eases, confidential mformat~on, and in some cases proprietary information, and the disclosure of such information by CONSULTANT to any tbard party, ~,o~.~,,,~,,~..,~.~oo,~??~ ~,.~,,, ~.~,, ~s^:ooo ~oo, o,~o~ Page 7 of 10 without the express written consent of OWNER, ~s expressly pmtub~ted by OWNER, and would hkely cause economm loss and detriment to OWNER Any such unauthorized d~sclosure of mformat~on by CONSULTANT shall constitute an act of default respecnng this Agreement CONSULTANT represents to OWNER that ~t will safeguard OWNER's information and w~ll, upon OWNER'S reasonable request, promde OWNER with CONSULTANT'S pohc~es regarding 1ts procedures for ~dent~fylng conflmts of interest, and ~ts procedures and safeguards which are in place which would apply to CONSULTANT'S treatment and handling of OWNER'S documents, data, and reformation dunng th~s engagement C All servmes reqmred hereunder will be performed by CONSULTANT or under 1ts d~rect supervision All personnel engaged m performing the work provided for m this Agreement, shall be quahfied, and shall be authorized and permitted under apphcable state and local laws to perform such services ARTTC, I ,F~ XX ASSIGNABILITY The CONSULTANT shall not assign any interest m this Agreement and shall not transfer any ~nterest in this Agreement (whether by amgnment, novation or otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly not~fy OWNER of any change of 1ts name as well as of any material change ~n ~ts corporate structure, its location, and/or m ~ts operations ARTTCT ,g, XXI MODIFICATION No waiver or modfficanon of tlus Agreement or of any covenant, condition, llmatatlon herein contained shall be valid unless in writing and duly executed by the party to be charged therewith No evidence of any wmver or modfficat~on shall be offered or received in evidence in any proceeding arising between the part, es hereto out of or affecttng this Agreement, or the rights or obhgat~ons of the part,es hereunder, unless such watver or modfficatlon ~s in writing, duly executed The part,es further agree that the prows~ons of thts Article will not be wmved unless as here~n set forth MISCELLANEOUS A CONSULTANT agrees that OWNER shall, until the explranon of three (3) years after the final payment made by OWNER under th~s Agreement, have access to and the right to examine any darectly pertinent books, documents, papers and records of the CONSULTANT ~nvolwng transacnons relating to th~s Agreement CONSULTANT agrees that OWNER shall have access dunng normal working hours to all necessary CONSULTANT faclht~es and shall be prowded adequate and appropriate working space ~n order to conduct exam~natlons or auchts m comphance w~th th~s Artmle OWNER shall g~ve CONSULTANT reasonable advance nonce of all intended examinations or audats B Venue of any stat or cause of action under this Agreement shall he exclusively ~n Denton s ~, ~oc,,~,~n~o.~..~0o*T*L ~,~.~. [..a~, ~s~ *~ ~00, o~ ao~ Page 8 o f 1 0 County, Texas This Agreement shall be governed by and construed in accordance with the laws of the State of Texas C For proposes of this Agreement, the parties agree that Les A Jeske ("Jeske") shall serve as the Project Manager of CONSULTANT respecting th~s engagement Th~s Agreement has been entered into w~th the understanding that Jeske shall serve as the CONSULTANT's ProJect Manager and w~ll be the key person serving the OWNER on th~s ProJect Any proposed changes requested by CONSULTANT, respecting Jeske serving as the ProJect Manager on the Project, shall be subject to the approval of the OWNER, which approval the OWNER shall not unreasonably withhold Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the other services reqmred hereto, under ~ts supervision or control D CONSULTANT shall commence, cun'y on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof In accomphslung the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work Involved is properly coordinated with related work being carned on by the OWNER E The OWNER shall assist and fully cooperate with CONSULTANT by placing at the CONSULTANT's disposal all avmlable mformatlon pertinent to the ProJect, including previous reports, any other data relative to the ProJect and arranging for the access to, and make all provisions for the CONSULTANT to enter ~n or upon, pubhc and private property as reqmred for the CONSULTANT to perform professional servmes under this Agreement OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon background information furmshed to it by OWNER without the need for further ~nqmry or investigation into such mformatlon F The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or cunchtlons of this Agreement IN WITNESS WHEREOF, the C~ty of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly-authorized City Manager, and CONSULTANT has executed this Agr.~I~ ~y~and through its duly-authorized undersigned officer, on this the CITY OF DENTON, TEXAS A Municipal Corporation By ~iichael(W ~!~ Manager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY "CONSULTANT" ETTL ENGiNEERING & CONSULTANTS, 1NC A Corporation ATTEST Secretary