HomeMy WebLinkAboutC2022-042.1 - WulfenBear1
Contract No. 2022-042.1
FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
WULFENBEAR MEDIA, LLC
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this
“First Amendment”) is entered into upon execution, between the Town of Fountain Hills, an
Arizona municipal corporation (the “Town”) and WulfenBear Media, LLC, a(n) Arizona limited
liability company (the “Consultant”).
RECITALS
A. The Town and the Consultant entered into a Professional Services Agreement (the
“Agreement”), dated November 1, 2021, for the Consultant to provide Video Production/Editing
services (the “Services”). All capitalized terms not otherwise defined in this First Amendment
have the same meanings as contained in the Agreement.
B. The Town and the Consultant desire to enter this First Amendment to amend the
Agreement to add cooperative language to the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Consultant hereby agree as follows:
1. Cooperative Purchasing. Specific eligible political subdivisions and nonprofit
educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize
procurement agreements developed by the Town, at their discretion and with the agreement of the
awarded Consultant. Consultant may, at its sole discretion, accept orders from Eligible Procurement
Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and
conditions of this Agreement, in such quantities and configurations as may be agreed upon between
the parties. All cooperative procurements under this Agreement shall be transacted solely between the
requesting Eligible Procurement Unit and Consultant. Payment for such purchases will be the sole
responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies
by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no
responsibility for payment, performance or any liability or obligation associated with any cooperative
procurement under this Agreement. The Town shall not be responsible for any disputes arising out of
transactions made by others.
2
2. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified
and, except as expressly modified herein, all terms and conditions of the Agreement shall remain
in full force and effect.
3. Non-Default. By executing this First Amendment, the Consultant affirmatively
asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to
this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all
claims, known and unknown, relating to the Agreement and existing on or before the date of this
First Amendment are forever waived.
4. Israel. Consultant certifies that it is not currently engaged in, and agrees for the
duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz.
Rev. Stat. § 35-393, of Israel.
5. Conflict of Interest. This First Amendment and the Agreement may be cancelled
by the Town pursuant to Ariz. Rev. Stat. § 38-511.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
Grady E. Miller, Town Manager
ATTEST:
Linda Mendenhall, Town Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Town Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
Aaron Arnson (Sep 28, 2022 20:52 PDT)
Linda Mendenhall (Sep 29, 2022 10:16 PDT)
Linda Mendenhall
“Contractor/Vendor/Consultant”
____________________________________,
By:
Name:
Title:
WulfenBear Media, LLC, a(n) Arizona limited liability company
Bear Prandelli (Sep 27, 2022 09:10 PDT)
Bear Prandelli
CEO