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Contract No. 2019-006A.1
FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
BIG-D CONSTRUCTION SOUTHWEST, LLC
D/B/A
JOHNSON CARLIER
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this
“First Amendment”) is entered upon execution, between the Town of Fountain Hills, an Arizona
municipal corporation (the “Town”) and Big-D Construction Southwest, LLC., d/b/a Johnson
Carlier, formerly Johnson Carlier, 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 March 19, 2019, for the Consultant to provide Construction and Related
Services (the “Services”). All capitalized terms not otherwise defined in this First Amendment
have the same meanings as contained in the Agreement.
B. The Consultant has informed the Town of an ownership change & name change,
specifically the contracting entity is now legally Big-D Construction Southwest, LLC, d/b/a
Johnson Carlier, a(n) Arizona limited liability company.
C. The Town and the Consultant desire to enter this First Amendment to amend the
Agreement to reflect the change in ownership and in business name.
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. Recitals. The Recitals set forth at the beginning of this Agreement are deemed
incorporated herein.
2. Assignment and Assumption. Assignor hereby assigns and transfers to Assignee all
of Assignor’s right, title, claim and interest as “Buyer” or otherwise in, to and
under the Purchase Agreement. By executing this Assignment, Assignee
hereby accepts such assignment and expressly agrees to assume and be bound by
all of the provisions of the Agreement from and after the date hereof.
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3. 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.
4. 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.
5. 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.
6. 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]
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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
Assignor
__________________
Name/Title/Entity
__________________________
Date:
Assignee
__________________
Name/Title/Entity
__________________________
Date:
Rick Weiss (Feb 15, 2023 11:18 MST)
Rick Weiss
Rick Weiss (Feb 15, 2023 11:18 MST)
Rick Weiss
Rick Weiss Vice President Big-d Construction Southwest
02/15/2023
Rick Weiss Vice President Johnson Carlier
02/15/2023
