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HomeMy WebLinkAboutC2023-026.1 Interwest Safety Supply1 Contract No. 2023-026.1 FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND INTERWEST SAFETY SUPPLY, LLC THIS FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this “First Amendment”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Interwest Safety Supply, Inc., a(n) Delaware limited liability company (the “Contractor”). RECITALS A. After a competitive procurement process (IFB No. P21-0063), the City of Peoria (“City”) entered into Contract No. ACON19421, dated August 16, 2021, as amended (the “City Contract”), with the Contractor for the purchase Street Signs and Hardware. All of the capitalized terms not otherwise defined in this First Amendment have the same meanings as defined in the Contract. B. The Town and the Contractor entered into a Cooperative Purchasing Agreement dated July 1, 2022, based upon the City Contract (the “Agreement”), for the purchase of Street Signs and Hardware (the “Materials and Services”). The terms of the Agreement are incorporated herein. C. The Town has determined that it is necessary to extend the term of the Agreement and additional Materials and Services (the “Additional Materials and Services”) are necessary. D. The Town and the Contractor desire to enter into this First Amendment to (i) increase the compensation authorized by the Agreement for the Additional Materials and Services, (ii) allow for $100,000 as the amount not to exceed per term, and (iii) extent the term of the Agreement (Exhibit C). 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. Compensation. The Town shall pay the Contractor an aggregate amount not to exceed $350,000 (including all renewals) for the Additional Materials and Services, which increased the contract amount by $300,000. The aggregate amount per renewal term shall not exceed $100,000 in 2 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. Term of Agreement. This Agreement shall be effective as of the date of execution and shall remain in full force and effect until August 15, 2024 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the City Contract. After the expiration of the Initial Term, this Agreement may be renewed for up to two successive one-year terms (the “Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) the term of the City Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as part of the City Contract), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 3. Exhibit C is hereby incorporated by this reference. 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 First 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 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. 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,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 7. 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. 3 7. 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: ______________________________ DeAnne Morales (Oct 4, 2023 07:56 PDT) DeAnne Morales DeAnne Morales Account Manager Rachael Goodwin (Oct 8, 2023 15:32 CDT) Rachael Goodwin EXHIBIT C TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND INTERWEST SAFETY SUPPLY, LLC [Cooperative Term Extension] See following pages. 7/31/23 14:08 MST 07/31/2023