08 26 25 DS - Second Amendment to PSA - Adaptive Architects Inc. - End Date 06 30 26
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1 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND ADAPTIVE ARCHITECTS, INC. THIS AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT (this “Second Amendment”) between the City of Tolleson, an Arizona municipal corporation (the “City”) and Adaptive Architects, Inc., an Arizona corporation, (the “Consultant”), (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. RECITALS A. The City entered into a Professional Services Agreement on December 13, 2022, as amended (collectively, the “Agreement”) with the Consultant for professional services related to architectural design services (the “Services”). The terms of the Agreement are incorporated herein by reference. B. The City has determined that additional Services are necessary and desires to renew the term of the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing 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 Consultant hereby agree as follows: 1. The parties agree to amend the Paragraph 1 Term of the Agreement as follows: 1. Term of Agreement. This Agreement is retroactively extended and shall be effective as of the date first set forth above and shall remain in full force and effect until June 30, 2025June 30, 2026. 2 . The parties agree to amend Paragraph 3 Compensation of the Agreement as follows: 3. Compensation. The City shall increase the total compensation by $125,000 for Additional Services. The City shall pay ArchitectConsultant a price not to exceed $832,419.00$182,300 for Additional Services under this Agreement. This not-to-exceed amount covers all Services provided during the period from the effective date of the Agreement through June 30, 2026. 2 3. The parties agree to amend Pierce Coleman PLLC notice address in Paragraph 14.14 of the Agreement as follows: With copy to: Pierce Coleman PLLC 7730 E. Greenway Road, Suite 105 17851 N. 85TH STREET, SUITE 175 Scottsdale, Arizona 8526085255. Attn: Justin Pierce, City Attorney 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 Second Amendment, the Consultant affirmatively asserts that (i) the City is not currently in default, nor has it been in default at any time prior to this Second 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 Second Amendment are forever waived. 6. Conflict of Interest. This Second Amendment and the Agreement may be canceled by the City pursuant to A.R.S. § 38-511. [SIGNATURES ON THE FOLLOWING PAGE.] [REMAINDER OF PAGE TO REMAIN BLANK] 3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first 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 “Consultant” ADAPTIVE ARCHITECTS, INC., an Arizona corporation By: Name: Date Title: