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7984 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 7984 Airport Appraiser Services Gabby Leeper N/A City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 13 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7984 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Airport & Aviation Appraisals, Inc, with its corporate office at 702 Chestnut St., Suite 101 Bastrop, TX 78602, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Airport Aviation Appraisal, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 06/27/2022 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 13 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 7984 – Aviation Appraiser Services, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 13 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $30,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 13 The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 13 furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE X TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 13 the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XI RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Airport & Aviation Appraisals, Inc City of Denton Winthrop D. Perkins Purchasing Manager –File 7984 702 Chestnut St., Suite 101 901B Texas Street DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 13 Bastrop, TX 78602 Denton, Texas 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIII ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this 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, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XIV 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 remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XV COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVI DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 13 not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIIII ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XIX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XX MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFQ 7984 – Aviation Appraiser Services for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Proposal Exhibit C – Conflict of Interest Questionaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 13 B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Winthrop D. Perkins. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXI INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXII DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 13 RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIII Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXIV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 13 ARTICLE XXV Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 City of Denton, Texas Contract 7984 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 13 ARTICLE XXVIII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” ____________________________ Airport & Aviation Appraisals, Inc, A TEXAS CORPORATION “CONSULTANT” __________________________________ BY: Winthrop D. Perkins ITS: PRESIDENT THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 Director - Airport & Facilities Scott Gray Facilities Management 06/27/2022 Airport & Aviation Appraisals, Inc. Austin, Texas Office 702 Chestnut St., Suite 101 Bastrop, TX 78602 512-308-1420 Fax: 512-308-9217 Web Site: www.airportappraisals.com wperkins@airportappraisals.com April 28, 2022 Denton Enterprise Airport City of Denton 5000 Airport Road Denton, TX 76207 Attention: Scott T. Gray, C.M., C.A.E. Airport Manager Per your request, Airport & Aviation Appraisals, Inc. is pleased to submit our proposal to perform an appraisal of the market rental rates for 5 sites that in aggregate support a total of 6 individual hangar structures. They are as follows: 904 Aeronca 918 Aeronca 922 Aeronca 926 Aeronca 5088 Sabre The structures are located on the east side of the airport in a general area which is improved with a number of standalone hangar structures. The purpose of the appraisal will be to determine a rental rate to be charged by the airport to aeronautical users at Denton Enterprise. We will conduct an inspection of the properties. Due to the similar location and the general ubiquity of the structures, we will develop the data relating to the market rental rates, and present it in a single report, in a manner consistent with the approach used for the appraisal we performed for the airport relating to multiple parcels of land in 2018. Based upon the information provided to us and our experience in similar assignments, we estimate our fee to deliver a USPAP compliant appraisal report to be $6,000, plus expenses not to exceed $200. We estimate that will be able to provide you with the appraisal report on or before August 1, 2022, if we are given authorization to begin now. Airport & Aviation Appraisals, Inc., appreciates the opportunity to work with you on this important assignment and we look forward to our continued working relationship. If you have any questions regarding this proposal or our appraisal, please do not hesitate to contact me. Very truly yours, Winthrop D. Perkins Winthrop D. Perkins, CRE President Engagement Letter Accepted: ___________________________________________________ (Client Signature) ___________________________________________________ (Title) (date) Exhibit B- Contractor's ProposalDocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 Buyer 6/27/2022 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date x April 18, 2022 N/A DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 Airport & Aviation Appraisals, Inc Risk Management 601 E. Hickory St., Suite A, Denton, TX 76205 (940) 349-7822 OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 CITY OF DENTON, TEXAS WAIVER OF LIABILITY AND RELEASE AND INDEMNIFICATION AGREEMENT I, _______________________________, hereby agree to DEFEND, INDEMNIFY, RELEASE, AND HOLD HARMLESS the City of Denton, Texas (“City”), its employees, officers, agents, successors, assigns, sponsors, and volunteers (collectively the “Releasees”), from and against any and all claims, damages, suits, and/or actions for damages, injuries to persons (including death), property damage (including loss of use), and expenses (including court costs and attorney fees), or liability of any kind, whatsoever, by reason of injury, damage to property, or third persons occasioned by any error, omission, or negligent act. I acknowledge and agree that I am not an employee, agent, or volunteer of the City, and under no circumstances will I represent that I am an employee, agent, or volunteer of the City. For and in consideration of access to ______________________________________, I hereby fully and forever release, acquit, and discharge the City of Denton, Texas and Releasees from any and all claims, demands, damages, rights of action, or causes of action, present or future, whether the same be known, anticipated, or unanticipated, relating to, resulting from, or arising out of my presence being in, on, or about any such City of Denton property. I further agree that I shall at all times exercise reasonable precautions while on City-owned property to ensure the safety of all City personnel and City property as well as all other individuals and property present on City of Denton premises. I agree that I accept and assume the liability, risk, and responsibility for any harm, injury, or damage (including property damage) that may arise from my activities on and/or use of the premises and/or City property which shall include my action or inaction, and that I fully indemnify the City from any claims associated with said damages. I agree that I will abide by the rules and instructions provided by the event coordinator/on-site personnel, policies, and directives of the City, as well as all applicable statutes and ordinances. I HEREBY RELEASE, DISCHARGE, HOLD HARMLESS, AND WAIVE ANY AND ALL CLAIMS AGAINST AND PROMISE NOT TO SUE the City and Releasees for any and all personal injury, property damage or theft, death, loss, liability, damage, or cost whatsoever resulting from, arising out of, or in any way connected with my activities while on City property, including any negligent act or omission of any of the Releasees associated therewith. THIS WAIVER OF LIABILITY AND RELEASE AND INDEMNIFICATION AGREEMENT SHALL BE EFFECTIVE AND BINDING upon me and my legal representatives, heirs, executors, administrators, successors, and assigns. DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 Winthrop Perkins Denton Enterprise Airport 2 I HAVE CAREFULLY AND COMPLETELY READ THIS RELEASE AND WAIVER OF LIABILITY AND FULLY UNDERSTAND ITS CONTENTS. I UNDERSTAND THAT I AM RELEASING AND INDEMNIFYING THE CITY OF DENTON AND RELEASEES FROM ANY AND ALL LIABILITY, KNOWN OR UNKNOWN, PRESENT OR FUTURE. I AM SIGNING THIS AGREEMENT OF MY OWN FREE WILL. I CERTIFY THAT I AM OF LEGAL AGE, LEGALLY ABLE TO EXECUTE THIS AGREEMENT AND RELEASE, LEGALLY COMPETENT TO EXECUTE THIS RELEASE, AND THAT I DO SO OF MY OWN FREE WILL AND ACCORD WITHOUT RELIANCE ON ANY REPRESENTATION, PROMISE, INDUCEMENT, OR AGREEMENT OF ANY KIND OR CHARACTER NOT EXPRESSLY SET FORTH HEREIN. This release contains the ENTIRE AGREEMENT between the parties hereto, and the terms of this release are contractual and not mere recitals. I further state that I have carefully read, or had read to me, the foregoing WAIVER OF LIABILITY AND RELEASE AND INDEMNIFICATION AGREEMENT and understand all of its terms. I execute it voluntarily and with full knowledge of its significance. Signature Date Signed Printed Name (and Title, if applicable) Address Telephone Number(s) City, State, ZIP Code Witness (must know your signature and authority to enter into this Agreement) Date Signed (Witness) DocuSign Envelope ID: 96FE4CFF-E19B-4C79-9B69-7876C7DB4EA0 908-514-5285 702 Chestnut St. Suite 101 6/25/2022 Bastrop, TX 78602 Winthrop Perkins 6/27/2022 Certificate Of Completion Envelope Id: 96FE4CFFE19B4C799B697876C7DB4EA0 Status: Completed Subject: ***Purchasing Approval*** 7984 Airport Appraiser Services Source Envelope: Document Pages: 17 Signatures: 6 Envelope Originator: Certificate Pages: 5 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/23/2022 3:19:47 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to gabby.leeper@cityofdenton.com Using IP Address: 198.49.140.104 Sent: 6/23/2022 5:29:03 PM Viewed: 6/23/2022 5:29:46 PM Signed: 6/23/2022 5:31:44 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.104 Sent: 6/23/2022 5:31:46 PM Viewed: 6/24/2022 8:29:38 AM Signed: 6/24/2022 8:30:10 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Winthrop Perkins wperkins@airportappraisals.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to wperkins@airportappraisals.com Using IP Address: 72.178.196.9 Sent: 6/24/2022 8:30:12 AM Viewed: 6/25/2022 3:43:49 PM Signed: 6/25/2022 3:52:29 PM Electronic Record and Signature Disclosure: Accepted: 6/25/2022 3:43:49 PM ID: 8358d2d3-d5f7-405b-927f-eb27da24b769 Scott Gray scott.gray@cityofdenton.com Director - Airport & Facilities x Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to scott.gray@cityofdenton.com Using IP Address: 174.205.228.139 Signed using mobile Sent: 6/25/2022 3:52:32 PM Viewed: 6/25/2022 3:54:16 PM Signed: 6/25/2022 3:54:44 PM Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Accepted: 6/25/2022 3:54:16 PM ID: 9e9385fc-8fec-49ed-8c3c-bf033bb3fc33 Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to gabby.leeper@cityofdenton.com Using IP Address: 47.188.102.9 Sent: 6/25/2022 3:54:46 PM Viewed: 6/27/2022 8:18:38 AM Signed: 6/27/2022 8:21:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.104 Sent: 6/27/2022 8:21:11 AM Viewed: 6/27/2022 8:43:45 AM Signed: 6/27/2022 8:44:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Leanne Hood leanne.hood@cityofdenton.com Administrative Assistant III City of Denton Security Level: Email, Account Authentication (None) Sent: 6/27/2022 8:21:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/23/2022 5:29:03 PM Certified Delivered Security Checked 6/27/2022 8:43:45 AM Signing Complete Security Checked 6/27/2022 8:44:01 AM Completed Security Checked 6/27/2022 8:44:01 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Winthrop Perkins, Scott Gray How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.