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HomeMy WebLinkAboutC2020-007.15 - Extended Hands Food Bank1 Contract No. 2020-007.15 FIFTEENTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND EXTENDED HANDS FOOD BANK, INC. THIS FIFTEENTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Fifteenth Amendment”) is entered into as of July 1, 2023, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Extended Hands Food Bank, Inc., an Arizona non-profit corporation (the “Contractor”). RECITALS A. The Town and the Contractor entered into a Professional Services Agreement, dated May 17, 2007 (the "Original Agreement"), as amended by that First Amendment, dated October 4, 2007 (the "First Amendment"), by that Second Amendment, dated June 21, 2010 (the "Second Amendment"), by that Third Amendment, dated October 6, 2011 (the "Third Amendment"), by that Fourth Amendment, dated June 21, 2012 (the "Fourth Amendment"), by that Fifth Amendment, dated June 20, 2013 (the "Fifth Amendment"), by that Sixth Amendment, dated June 26, 2014 (the "Sixth Amendment"), by that Seventh Amendment, dated August 3, 2015 (the "Seventh Amendment"), by that Eighth Amendment, dated July 1, 2016, (the "Eighth Amendment"), by that Ninth Amendment, dated May 24, 2017 (the "Ninth Amendment"), by that Tenth Amendment, dated July 1, 2018 (the "Tenth Amendment"), by that Eleventh Amendment, dated July 1, 2019 (the "Eleventh Amendment"), by that Twelfth Amendment, dated July 1, 2020 (the "Twelfth Amendment"), by that Thirteenth Amendment, dated July 1, 2021 (the "Thirteenth Amendment"), and by that Fourteenth Amendment, dated July 1, 2022 (the "Fourteenth Amendment") for the Contractor to provide the Town with certain local food bank services (the "Services"). The Original Agreement and the Amendments are collectively referred to herein as the "Agreement." All capitalized terms not otherwise defined in this Fifteenth Amendment have the same meanings as contained in the Agreement. B. The Town has determined that additional Services from the Contractor are necessary (the “Additional Services”). C. The Town and the Contractor desire to enter this Fifteenth Amendment to (i) extend the Term of the Agreement, (ii) update the Notices and Requests section, and (iii) provide for compensation for the Contractor 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 2 good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. The term of the Agreement is hereby extended until June 30, 2024, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2. Compensation. The Town shall pay the Contractor an annual amount not to exceed $24,200.00 for the Additional Services as set forth in the Scope of Work. 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 Fifteenth 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 Fifteenth 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 Fifteenth 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 Fifteenth Amendment and the Agreement may be cancelled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 8. 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 3 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: Rachael Goodwin, Interim Town Manager 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 Contractor: Extended Hands Food Bank, Inc. P.O. Box 18748 Fountain Hills, Arizona 85268 Attn: David Iverson [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: ______________________________ David Iverson (Aug 17, 2023 12:49 PDT) David Iverson Managing Director Rachael Goodwin (Aug 21, 2023 16:47 PDT) Rachael Goodwin