05 26 26 ER - First Amendment to PSA - Dearborn Life Insurance Company - End Date 07 01 27
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1 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND DEARBORN LIFE INSURANCE COMPANY THIS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) between the CITY OF TOLLESON, an Arizona municipal corporation (the “City”) and DEARBORN LIFE INSURANCE COMPANY, an Illinois licensed insurance company, (the “Contractor”), (collectively, the “parties”), is hereby entered into and shall be effective on the last signature date set forth below. Note: Amendment changes are noted with additions in bold font and deletions in strikeout font. RECITALS A. The City and the Contractor entered into a Professional Services Agreement on September 26, 2024 (the “Agreement”) to provide life and disability insurance benefits (“Services”). The terms of the Agreement are incorporated herein by reference. B. The parties desire to amend the Agreement to extend the Term of Agreement. 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 City and the Contractor hereby agree as follows: 1. The parties agree to amend Paragraph 1 Term of Agreement as follows: 1. Term of Agreement. This Agreement shall be effective as of the effective date and shall remain in full force and effect for two years thereafter (the “Initial Term”), unless terminated as otherwise provided in this Agreement. This Agreement shall be effective on the last signature date set forth below and shall remain in full force and effect until July 1, 2027 (the “Term”), unless terminated as otherwise provided in this Agreement. 2. The parties agree to amend Paragraph 13.14 of the Agreement as follows: With copy to: Pierce Coleman PLLC 7730 East Scottsdale Road, Suite 105 17851 N. 85TH STREET, SUITE 175 Scottsdale, Arizona 8526085255 2 3. The parties agree to replace Paragraph 3 Compensation as follows: “3. Compensation. The City shall pay Contractor a price not to exceed $225,000 for Services as set forth in the Fee Proposal, attached hereto as Exhibit A and incorporated herein by 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 City 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. Conflict of Interest. This First Amendment and the Agreement may be canceled by the City pursuant to A.R.S. § 38-511. [SIGNATURES ON THE FOLLOWING PAGE(S).] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date and year last set forth below. “City” CITY OF TOLLESON, an Arizona municipal corporation Reyes Medrano, Jr., City Manager Date ATTEST: Crystal Zamora, City Clerk APPROVED AS TO FORM: Justin S. Pierce, City Attorney “Contractor” DEARBORN LIFE INSURANCE COMPANY, an Illinois licensed insurance company By: Name: Date Title: 4 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND DEARBORN LIFE INSURANCE COMPANY PROPOSAL AND RATE GUARANTEE TO BE ATTACHED AFTER EXECUTION.