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HomeMy WebLinkAboutC2020-009.4 FH_Sister Cities1 Contract No. 2020-009.4 FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND FOUNTAIN HILLS SISTER CITIES CORPORATION THIS FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Fourth Amendment”) is entered into as of July 1, 2022, 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, by the Second Amendment dated July 1, 2020, and by that Third Amendment, dated August 16, 2021 (the “Amendments”), for the Consultant to provide programming and consultation on Sister Cities programs, as needed by the Town (the "Services"). The Original Agreement and the Amendments are collectively referred to herein as the “Agreement.” All capitalized terms not otherwise defined in this Fourth 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 Fourth 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, 2023, 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. 2 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 Fourth 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 Fourth 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 Fourth Amendment are forever waived. 6. Israel. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott” of goods and services from Israel as that term is defined in A.R.S. § 35-393, et seq. 7. Conflict of Interest. This Fourth Amendment and the Agreement may be cancelled by the Town pursuant to A.R.S. § 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 30, 2022 16:08 PDT) Linda Mendenhall (Jun 30, 2022 17:59 PDT) Linda Mendenhall “Contractor/Vendor/Consultant” ____________________________________, By: Name: Title: Fountain Hills Sister Cities Corporation, an Arizona nonprofit corporation Christine Colley (Jun 29, 2022 18:18 PDT) Christine Colley Christine Colley President Fountain Hills Sister Cities Inc.