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HomeMy WebLinkAboutC2023-021.1 - Top Leaf Tree Service1 Contract No. 2023-021 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND TOP LEAF TREE SERVICE, LLC THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) is entered into as of July 5, 2022, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Top Leaf Tree Service, 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 July 1, 2022, for the Consultant to provide Tree Removal/Pruning 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 Town has determined that it is necessary to correct the “Notice and Requests” Section of the Agreement. C. The Town and the Consultant desire to enter this First Amendment to amend the Agreement to provide an accurate address for the Consultant. 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. 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 Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager 2 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 Consultant: Top Leaf Tree Service, LLC 1905 S. Old Greenfield Road Mesa, AZ 85206 Attn: Jason Klug or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 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. 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 (Jun 29, 2022 22:33 PDT) Linda Mendenhall (Jun 30, 2022 07:15 PDT) Linda Mendenhall “Contractor/Vendor/Consultant” ____________________________________, By: Name: Title: Top Leaf Tree Service, LLC, a(n) Arizona limited liability company Jason E. Klug (Jun 29, 2022 11:56 PDT) Jason E. Klug Jason E. Klug Top Leaf Project Manager