Amendment 1 to Agreement with VBFA-BNA

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01/28/2025 
 
 
 
 
 
 
 
 
 
  C      
AMENDMENT NO. 1 
PROFESSIONAL SERVICES AGREEMENT  
(CITY OF GLENDALE, Contract No. C23-0794) 
 
This Amendment No. 1 (“Amendment”) to the Professional Services Agreement (“Agreement”) is 
made this ______ day of ________, 2026, (“Effective Date”), by and between the City of Glendale, 
an Arizona municipal corporation (“City”) and VBFA-BNA Corporation dba Resolut Group, a Utah 
corporation, authorized to do business in Arizona (“Contractor”). 
 
RECITALS 
 
A. 
City and Van Boerum & Frank Associates, Inc. (“Contractor”), which was also a Utah 
corporation, entered into Professional Services Agreement, Contract No. C23-0794, dated 
August 8, 2023 (“Agreement”); and 
 
B. 
On April 4, 2025, Van Boerum & Frank Associates merged with VBFA-BNA Corporation 
pursuant to an Agreement and Plan of Merger, with VBFA-BNA Corporation being the 
surviving entity.  Since the merger became effective, VBFA-BNA Corporation has used the 
trade name and registered with both the State of Utah and State of Arizona as doing business 
as Resolut Group.   
 
C. 
City and Contractor entered into Contract Extension No. 1, extending the term of the 
Agreement from August 9, 2024 through August 8, 2025; and 
 
D. 
City and Contractor entered into Contract Extension No. 2, extending the term of the 
Agreement from August 9, 2025 through August 8, 2026; and 
 
E 
City and Contractor wish to modify and amend the Agreement subject to and strictly in 
accordance with the terms of this Amendment. 
 
AGREEMENT 
 
In consideration of the mutual promises set forth herein and other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree 
as follows: 
 
1. 
Recitals.  The recitals set forth above are not merely recitals but form an integral part of this 
Amendment. 
 
2. 
Term.  The term of the Agreement is extended for a four (4) month period from August 9, 
2026 through December 31, 2026, unless otherwise terminated or canceled as provided by the 
Agreement. All other provisions of the Agreement except as set forth in this Amendment shall 
remain in their entirety. 
 
3. 
Scope of Work. The Scope of Work is unchanged. 
 
4.  
Compensation. The Compensation is unchanged.

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01/28/2025 
5. 
Insurance Certificate.  Current certificate will expire on January 1, 2027. A new insurance 
certificate is not required unless the term is further extended beyond the December 31, 2026, 
expiration date.  If this Agreement is further extended, a new insurance certificate must be 
provided prior to December 31, 2026 to the Finance Director and the Contract Administrator 
in order for this Agreement to remain in effect. 
 
6. 
Non-discrimination.   Contractor must not discriminate against any employee or applicant 
for employment on the basis of race, color, religion, sex, national origin, age, marital status, 
sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. 
military veteran status or any disability. Contractor will require any Sub-contractor to be bound 
to the same requirements as stated within this section. Contractor, and on behalf of any 
subcontractors, warrants compliance with this section.  
 
7.  
No Boycott of Israel.  To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the 
parties hereby certify that they are not currently engaged in, and agree for the duration of the 
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined 
in A.R.S § 35-393. 
 
8. 
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not 
currently, and during the term of this Agreement, will not use: 
 
(a) 
the forced labor of ethnic Uyghurs in the People’s Republic of China;  
 
(b) 
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s 
Republic of China; and  
 
(c) 
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. 
 
9. 
Attestation of PCI Compliance.  When applicable, the Contractor will provide the City 
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of 
compliance certificate signed by an officer of Contractor with oversight responsibility. 
 
10. 
Ratification of Agreement.  City and Contractor hereby agree that except as expressly 
provided herein, the provisions of the Agreement shall be, and remain in full force and effect 
and that if any provision of this Amendment conflicts with the Agreement, then the provisions 
of this Amendment shall prevail. 
 
[Signatures on the following page.]