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HomeMy WebLinkAboutC2021-048.3 PlaySpace Designs1 Contract No. 2021-048.3 THIRD AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND PLAYSPACE DESIGNS, INC. THIS THIRD AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this “Third Amendment”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and PlaySpace Designs, Inc., a(n) Utah corporation (the “Contractor”). RECITALS A. After a competitive procurement process, Mohave Educational Services Cooperative, Inc., a nonprofit political subdivision providing procurement services pursuant to A.R.S. 11-592 and A.R.S. 41-2632, entered into Contract No. 19O-PSDJ-0221 (the “Mojave Contract”) with Playspace Designs, Inc. in a joint venture with JP and Sons, Inc. and Shasta Industries, Inc., dated February, 21, 2020 as amended (collectively, the “Mohave Contract”) for the Contractor to provide playground, splash pad, outdoor fitness, and related equipment. A copy of the Mohave Contract attached hereto as Exhibit A and is incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The Town and the Contractor entered into a Cooperative Purchasing Agreement dated May 18, 2021, based upon the Mohave Contract (the “Agreement”), for the purchase of playground, splash pad, outdoor fitness, and related equipment (the “Materials and Services”). The terms of the Agreement are incorporated herein. C. The Town wishes to extend the Agreement based off of the Mohave Contract extension (EXHIBT D). D. The Town and the Contractor desire to enter into this Third Amendment to extend the Agreement term. 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 Contractor hereby agree as follows: 1. Term. The Term of this Agreement shall effective as of May 18, 2021 and shall remain in full force and effect until February 21, 2024 subject to the Terms and Conditions as provided in this Agreement and the Mohave Cooperative Agreement. 2 2. Exhibit D is incorporated by this reference. 3. 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. 4. Non-Default. By executing this Third Amendment, the Contractor affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this Third 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 Third Amendment are forever waived. 5. 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,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 6. 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. 7. Conflict of Interest. This Third 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: ______________________________ Morgan Selph President Rachael Goodwin (Aug 14, 2023 17:47 PDT) Rachael Goodwin EXHIBIT D TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND PLAYSAFE DESIGNS, INC. [Mohave Contract Extension] See following pages.