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HomeMy WebLinkAboutC2021-055.2 SHI International1 Contract No. 2021-055.2 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SHI INTERNATIONAL CORPORATION THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Second Amendment”) is entered into as of July 1, 2022, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and SHI International Corporation, a(n) New Jersey corporation (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Cooperative Services Agreement (the “Agreement”), dated July 1, 2021, for the Consultant to provide Information Technology Services and Solutions (the “Services”). 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 it is necessary to add funds the Agreement with the Consultant for Services. C. The Town and the Consultant desire to enter this Second Amendment to amend the Agreement to provide for compensation to the Consultant for the 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. Compensation. The Town shall pay Consultant an aggregate amount not to exceed $113,661.68 for the Services, an increase of $50,000. The aggregate amount per renewal term shall not exceed $50,000 in any case unless the Agreement is affirmed and ratified via an executed amendment. All remaining terms and conditions of the Agreement shall remain in full force and effect. 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. DocuSign Envelope ID: CF26B9BD-249B-423B-8BA1-7F4D5BF546A9 2 3. 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. 4. 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. 5. 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] DocuSign Envelope ID: CF26B9BD-249B-423B-8BA1-7F4D5BF546A9 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] DocuSign Envelope ID: CF26B9BD-249B-423B-8BA1-7F4D5BF546A9 Aaron Arnson (Jul 21, 2022 09:56 PDT) Linda Mendenhall (Jul 21, 2022 10:32 PDT) Linda Mendenhall “Contractor/Vendor/Consultant” _SH_I_In_t_er_n_at_io_n_a_l C_o_rp_o_ra_t_io_n_, a_(n_)_N_e_w_J_er_se_y_c_o_rp_o_ra_ti_on_, By: Name: Kristina Mann Title: Senior Manger-Contracts DocuSign Envelope ID: CF26B9BD-249B-423B-8BA1-7F4D5BF546A9