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HomeMy WebLinkAboutC2022-083.1 - Custom Holiday Lights1 Contract No. 2022-083.1 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CUSTOM HOLIDAY LIGHTS, LLC THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Custom Holiday Lights, LLC, a(n) Arizona limited liability company (the “Consultant”). RECITALS A. The Town issued a Request for Proposals, RFP No. 2021-RFP-012 (the "RFP"), a copy of which is on file with the Town and incorporated herein by reference, seeking proposals from vendors interested in providing Christmas Light Display Set up/Removal/Repair/Storage for the Town (the "Services"). B. The Town has determined that it is necessary to increase the not to exceed amount of the Agreement with the Consultant for Services. C. The Town and the Consultant desire to enter this First 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 $100,000 for the Services, resulting in an increase of the cumulative contract amount by $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. 2 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. 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. 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. 6. 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] 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: ______________________________ CHAD SHIMEK (Aug 3, 2023 17:24 PDT) CHAD SHIMEK CHAD SHIMEK MANAGING MEMBER Rachael Goodwin (Aug 10, 2023 12:53 PDT) Rachael Goodwin