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HomeMy WebLinkAboutC2020-009.A2 - Fountain Hills Sister Cities Corporation Contract No. 2020-009 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND FOUNTAIN HILLS SISTER CITIES CORPORATION THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this "Second Amendment") is entered into as of July 1, 2020, 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,July 1,2019 (the "First Amendment"), for the Consultant to provide programming and consultation on sister cities programs, as needed by the Town (the "Services"). The Original Agreement and First 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 Second Amendment to (i)extend the Term of the Agreement, (ii) 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, 2021, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2. Compensation. The Town shall pay the Consultant an amount not to exceed $10,000.00 for the Additional Services. 1 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 Second 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 Second 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 Second 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. Conflict of Interest. This Second Amendment and the Agreement may be cancelled by the Town pursuant to ARIZ. REV. STAT. § 38-511. [SIGNATURES ON FOLLOWING PAGES] 2 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 023 c.. .VAiA-^-1 Grady E. Miller, Town 1 anager ATTEST: E zabeth . rke, Town APPRO AS TO FORM: ron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On F O? , 2020, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be,and acknowledged that he signed the above document,on behalf of the Town of Fountain Hills. otary Pu c EuznsETM A BURKE notary Public•stab of Arizona ffix n to n eo commbslon is 55547 Expires August 15,2022 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 3 "Consultant" FOUNTAIN HILLS SISTER CITIES CORPORATION, a(n)Arizona nonprofit corporation By: `1- r 5 I`D t=h)7' 0-c FD U/M-Ol.l(Vl 1-1-1 L[.-S Si 5 4-e r 6, t e S I..D R P©►^0. ,°11 Name: C A YZ.0 C. d . C_ 4 YZ.-R O Cu e__ // / 273/RO Title: r•Pr L S i Je r\ . (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) n_ On 4u q a s4- 5, 06a 0 , 2020, before me personally appeared W 0 t s cc,c If®I k 0 , the -Tiec`, cLQ-tA of FOUNTAIN HILLS SISTER CITIES CORPORATION,a(n)Arizona corporation,whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of the nonprofit corporation. 00,A „I AERION GLAVAGSKINNER �, Notary Pubic date otAINNNa Notary Public t,s+�, MARICOPA COUNTY ���^' C mission#85�547 (Affix o ;ice sal Novembers,2022 4821-2500-9601 v.1 4 CONTRACTOR: FOUNTAIN HILLS SISTER CITIES CORPORATION SCOPE OF WORK Assist the Town of Fountain Hills with its sister cities program including, but not limited to the following: 1. Host or assist in coordinating special events and receptions for visiting dignitaries from the Town's sister cities. 2. Organize official and unofficial trips for the Town of Fountain Hills to one or more sister cities. 3. Attend sister cities conferences and workshops as well as periodically organize an Arizona sister cities conference in Town of Fountain Hills. 4. Serve as liaison with Fountain Hills Unified School District and assist in organizing student exchanges between Fountain Hills and its sister cities. 5. Hold fundraising events to generate funds to offset the cost of exchange programs, hosting visiting dignitaries, and items for Mayor and Council to present to visiting dignitaries. 6. Coordinate Sister Cities, Inc. activities and events with Fountain Hills Sister Cities Commission. 7. Research and recommend to the Sister Cities Commission new sister cities for consideration.