Loading...
HomeMy WebLinkAboutC2020-009.5 Sister Cities Corporation1 Contract No. 2020-009.5 FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND FOUNTAIN HILLS SISTER CITIES CORPORATION THIS FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Fifth Amendment”) is entered into as of July 1, 2023, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Fountain Hills Sister Cities Corporation, an Arizona nonprofit corporation (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Professional Services Agreement, dated July 1, 2018 (the "Original Agreement"), as amended by that First Amendment, dated July 1, 2019 (the “First Amendment”), as amended by that Second Amendment, dated July 1, 2020 (the “Second Amendment”), as amended by that Third Amendment, dated July 1, 2021(the “Third Amendment”), as amended by that Fourth Amendment, dated July 1, 2022 (the “Fourth Amendment”) for the Consultant to provide programming and consultation on sister cities programs, as needed by the Town (the "Services"). The Original Agreement and Amendment are collectively referred to herein as the “Agreement.” All capitalized terms not otherwise defined in this Second Amendment have the same meanings as contained in the Agreement. B. The Town has determined that additional Services from the Consultant are necessary (the “Additional Services”). C. The Town and the Consultant desire to enter this Fifth Amendment to (i) extend the Term of the Agreement, (ii) update the Notices and Requests section, (iii) modify the payment provision, and (iii) provide for compensation for the Consultant to perform the Additional Services. 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. Term of Agreement. The term of the Agreement is hereby extended until June 30, 2024, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2 2. Compensation. The Town shall pay the Consultant an amount not to exceed $10,000.00 for the Additional Services. 3. Payments. The Town shall pay the Consultant a lump sum of $10,000.00 within thirty (30) days after execution of this Agreement. 4. 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. 5. Non-Default. By executing this Fifth 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 Fifth 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 Fifth Amendment are forever waived. 6. 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. 7. China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 8. Conflict of Interest. This Fifth Amendment and the Agreement may be cancelled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 9. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains 3 Fountain Hills, Arizona 85268 Attn: Rachael Goodwin, Interim Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Fountain Hills Sister Cities Corp. 16033-109 E. Primrose Dr. Fountain Hills, Arizona 85268 Attn: Christine Colley [SIGNATURES ON FOLLOWING PAGES] 4 7 ATTESTED TO: _______________________________ Linda G. Mendenhall, Town Clerk APPROVED AS TO FORM: ________________________________ Aaron D. Arnson, Town Attorney “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation FOR THE TOWN OF FOUNTAIN HILLS: ____________________________________ Rachael Goodwin, Interim Town Manager FOR THE CONTRACTOR: By: Name Title: ______________________________ Chistine Colley (Sep 11, 2023 13:28 PDT) Chistine Colley Chistine Colley President Rachael Goodwin (Sep 13, 2023 17:47 PDT) Rachael Goodwin