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PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL MANAGEMENT-LEVEL ADMINISTRATIVE SERVICES
This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Interim Public Management, LLC ("IPM") Cecnayiant ”), an
Arizona limited liability company, authorized to do business in the State of Arizona, as of the _25™ day of
Sune 2019 (“Effective Date”).
A,
RECITALS
City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Schedule A, Professional Services Agreement C- Between the Parties dated June 26, 2019;
City desires to-retain the professional services of IPM to perform certain specific duties and produce the
specific work as set forth in various attached Schedules, Professional Services Agreement Between the
Parties as agreed from time to time;
IPM desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
City and IPM desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
Key Personnel; Other Consultants and Subcontractors.
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1.1
1.2
Professional Services. IPM shall provide professional administrative services to the City on an as
assigned, as-needed basis. Fort each assignment hereunder, prior to the start of work on any such
assignment, the City atid IPM will mutually agree to.a scope and description of the Services to be
provided, the expected start date, the applicable fees and expenses IPM may charge to complete the
work, the petsons provided by IPM to perform the work and any other relevant details regarding
the Services to be provided pursuant to the assignment. The terms and conditions of each
assignment shall be set forth in a Schedule to this Agreement. Such Schedule must be executed by
the Manager and IPM prior to the commencement of the work detailed in the Schedule and such
Schedule, once executed, shall be incorporated into and become an enforceable part of this
Agreement. Schedule A, as attached hereto, is one such assignment and its terms and conditions
shall be immediately binding on the parties on the Effective Date of this Agreement.
Project Team.
a. Project Manager.
(1) The individual(s) to be provided by IPM to perform the Services shall be referred
to herein as each a “Consultant” and collectively the “Consultants.” In addition,
the Consultants, other IPM representatives and the Chief Executive Officer of
IPM (the “CEO”) will be reasonably available by telephone and email to City for
additional workdays and/or hours, subject to appropriate additional charges based
on the fee structure set forth in the applicable Schedule, if such additional work
and charges have been pre-approved in writing (email acceptable) by the Manager;
and
(2) IPM and City agtee each such Consultant has been selected to perform the
Services after mutual consultation and is a suitable individual with sufficient
education and prior experience to provide the designated Services to the City.
IPM may replace a Consultant if such Consultant becomes. unavailable to IPM for
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any reason. In the event the Consultant agreed upon by IPM and the City must be
replaced, IPM will endeavor to provide a reasonably sufficient replacement
Consultant within two (2) weeks, and this Agreement and the applicable Schedule
shall then apply with respect to that replacement Consultant. IPM may use
secondary vendors to fulfill any or all of its obligations hereunder without securing
City’s consent.
b. Consultant.
(1) The Consultant and all other employees assigned to the Project by IPM will
comprise the "Project Team."
(2) Consultant will have responsibility for and will supervise all other employees
assigned to the Project by IPM.
c. Discharge, Reassign, Replacement.
(ql) IPM acknowledges the Project Team is comprised of the same persons and roles
for each as may have been identified in Schedule:A.
2) IPM will not discharge, reassign, replace or diminish the responsibilities of any of
the employees assigned to the Project without giving City prior written notice
unless that person leaves the employment of IPM, in which event the substitute
must first be interviewed by City.
(3) IPM will consider changing any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.
d. Subcontractors. TPM shall not engage any subcontractor for the work or services to be
performed under this Agreement.
Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with Schedules: A.
Consultant’s Work.
3.4 Standard. IPM must perform Services in accordance with the standards of due diligence, care, and
quality prevailing among consultants having substantial experience with the successful furnishing of
Services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.
3.2 Licensing. Consultant warrants that:
a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and
b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").
qd) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debatments, or to examine Consultant's contracting ability.
(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration, The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.
3.3. Compliance. IPM agrees to comply, and to ensure that its Consultants, employees, contractors,
subcontractors, vendors, suppliers, representatives or agents, comply with any and all applicable
federal, state, county and local statutes, rules, regulations, ordinances, building codes, life safety
codes, and other standards and criteria designated by City. City agrees to comply with its
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4.
3.4
3.5
obligations under all applicable laws, regulations and orders, including but not limited to, laws
relating workplace safety and employment discrimination. City represents that its actions under this
Agreement do not violate its obligations under any agreement it has with any labor union.
IPM 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 ot any disability. IPM
will require any Sub-contractor to be bound to the same requirements as stated within this section.
Consultant, and on behalf of any subcontractors, warrants compliance with this section.
dination; Interaction.
a, For projects that the City. believes requires the coordination of various professional
services, IPM will work in close consultation with City to proactively interact with any
other professionals retained by City on the Project ("Coordinating Project Professionals").
b. Subject to any limitations: expressly stated in the Project Budget, IPM will meet to review
the Project, Schedule, Project Budget, and in-progress work with Coordinating Project
Professionals and City as often and for durations as City reasonably considers necessary in
order to ensure the timely work delivery and Project completion.
c. For projects not involving Cootdinating Project Professionals, IPM will proactively interact
with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
a. Ownership. Upon receipt of payment for Services furnished, IPM grants to City exclusive
ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications,
project manuals, surveys, estimates, reviews, minutes, all "architectural work” as defined in
the United States Copyright Act, 17 U.S.C § 101, ef seg., and other intellectual work product
as may be applicable ("Work Product").
(1) This grant is effective whether the Work Product is on paper (e.g., a “hard copy"),
in electronic format, or in some other form.
b. Delivery. IPM will deliver to City copies of the preliminary and completed Work Product
promptly as they are prepared.
c City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further
consultations with IPM, the City agrees to indemnify and hold IPM harmless from
any claim arising out of the Work Product.
(3) In such case, City will also remove any seal and title block from the Work Product.
Compensation for the Project.
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Compensation. The City agrees to pay IPM the following fee for each week during which IPM or
other IPM representatives provide Services per'the Expected Services Performance Schedule to the
City: as set forth in a Schedule(s) to this Agreement, per Consultant or other IPM resource. If
applicable, the City shall be responsible to pay any alternative pension contributions if required by
state law that arise as.a result of the Services provided hereunder; City agrees that it shall otherwise
pay no wages, salary or other forms of direct or indirect compensation, including employee
benefits, to any Consultant.
a. If the City expressly approves or requests that IPM or an IPM representative work
overtime hours (more than forty hours per work week), and if IPM is required to pay
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overtime rates for such work, the City hereby agrees that its rates for such Consultant with
respect to such overtime hours shall be 1.5 times the Service Fees rates set forth above.
4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.
a. Adjustments to Compenisation require a written amendment to this Agreement and may
requite City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by IPM without prior written authorization from the City.
c Notwithstanding the incorporation of the Schedule to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Schedule and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.
43 Expenses. City will reimburse IPM for certain out-of-pocket expenses necessarily incurred by IPM
in connection with this Agreement, without mark-up (the “Reimbursable Expenses”), including,
but not limited to, document reproduction, materials for book preparation, postage, courier and
overnight delivery costs incurred with Federal Express or similar carriers, travel, lodging and car
mileage, subject to the following:
a. Actual cost for business-related mileage to and from the City’s place of business at
standard IRS rates; and pay an administrative charge of 15% on all reimbursed expenses;
and
b. The Reimbursable Expenses in this section are approved by City in writing; and
c. The total of all Reimbursable Expenses paid to. Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbutsable
Services in the Compensation.
5. Billings and Payment.
5.1 Applications.
a. IPM will submit semi-monthly invoices for all amounts arising hereunder. City will
attempt to pay such invoices on net 10-day payment terms. Any payments not made
within 45 days shall be subject to a service charge of one and one-half percent (1.5%) per
month, or the maximum charge permitted by law, whichever is less. In addition to
charging interest, IPM reserves the right to suspend performance of the Services while any
amount due hereunder is past due and remains unpaid.
b. The period covered by each Payment Application will be semi-monthly.
5.2 Payment.
a. In consideration of the Services to be rendered by IPM, City shall pay to IPM all fees and
expenses as provided in the terms and conditions of any agreed upon Schedule.
b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work genetated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as
City may reasonably request to assure the Project will be free of claims arising
from required performances under this Agreement.
5.3 Review.and Withholding. City's Project Manager will timely review and certify Payment
Applications.
a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.
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8.
5.4 In addition to the fees and expenses City agrees to pay IPM pursuant to any Schedule appended
hereto, City agrees to pay IPM a “finder’s fee” equal to 20.8% pf the annualized salary, fees or
other compensation to be paid to ot for the benefit of any employee City hires, contracts with or
engages in any way, directly or indirectly, as a result of any Service provided by IPM under this
Agreement. Such “finder’s fees” shall be due and payable to IPM within 30 days of the City hiring,
contracting with or engaging any employee or Consultant identified, recommended or referred to
the City by IPM.
Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.
a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred,
b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City:
Conflict. IPM acknowledges this Agreement is subject to ARS. § 38-511, which allows for cancellation of
this Agreement in the event any person who is significantly involved in initiating, negotiating, securing,
drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any other
party to this Agreement.
Insurance. For the duration of the term of this Agreement, IPM shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from ot in connection with
the performance of all tasks or work necessary to complete the Project as herein defined. Such insurance
shall cover IPM, its agent(s), representative(s), employee(s) and any subcontractors.
8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage and $2,000,000 general
aggregate.
b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
c. Professional Liability. IBM must maintain a Professional Liability insurance covering
errors and omissions arising out of the work or services performed by IPM, or anyone
employed by Consultant, or anyone for whose acts, mistakes, errors and omissions IPM is
legally liability, with a liability insurance limit of $$1,000,000 for each claim and a
$1,000,000 annual aggregate limit.
d. Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
8.2 Indemnification.
a To the fullest extent permitted by law, IPM must defend, indemnify, and hold harmless
City and its elected officials, officers, employees and agents (each, an "Indemnified Party,"
collectively, the "Indemnified Parties") for, from, and against any and all claims, demands,
actions, damages, judgments, settlements, personal injury (including sickness, disease,
death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and
litigation expenses (each, a "Demand or Expense” collectively "Demands or Expenses")
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8.3
8.4
8.5
8.6
asserted by a third-party (i.e. a person or entity other than City or IPM) and that arises out
of or results from IPM’S negligent or willful actions, errors or omissions (including any
Subconsultant or Subcontractor or other person or firm employed by IPM), whether
sustained before or after completion of the Project.
b. This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agteement, but in that event, IPM will be liable only to the extent the Demand or Expense
results from the negligence or breach of a responsibility of IPM or of any person or entity
for whom IPM is responsible.
c IPM is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
Other Insurance Provisions. ‘The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:
a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the IPM. General liability coverage can be provided in the form of an
endorsement to IPM’s existing insurance policies, provided such endorsement is at least as
broad as ISO Form CG 20 10, 1185 or both CG 20 10 and CG 23 37, if later revisions are
used,
b. For any claims related to this Project, IPM’s insurance coverage shall be primary
ingurance with respect to the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of IPM’s insurance and shall not contribute with it.
c. Each insurance policy requited by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless IPM has obtained prior approval from the City stating that a non-
conforming insurer is acceptable to the City.
Waiver of Subrogation. IPM hereby agrees to waive its rights of subrogation which any
ingurer may acquire from IPM by virtue of the payment of any loss. IPM agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all
work performed by the Consultant, its employees, agent(s) and subcontractor(s).
Verification of Coverage. Within 15 days of the Effective Date of this Agreement, IPM shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences; Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements priot to the City’s agreement that work may commence’shall not waive IPM’s
obligations to obtain and verify insurance coverage as otherwise provided in this Section. The City
reserves the right to require complete, certified copies of all required insurance policies, including
any endorsements or amendments, required by this Agreement at any time during the Term stated
herein.
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10.
11.
IPM’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
IPM to comply with the terms and conditions of the Agreement, including any schedule for
performance or completion of the Project.
8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
8.8 Special Risk or Circumstances. The City reserves the right to reasonably modify these insurance
requirements, including any limits of coverage, based on the nature of the risk, prior experience,
insurer, coverage or other circumstances unique to the Consultant, the Project or the insurer.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws-and regulations that relate
to their employees and compliance with the E-verify requirements under A.R.S. § 23-21 4(A). The
Consultant of subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to-ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection during normal businéss hours by the other
patty. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
tights to keep such papers and records confidential.
No Boycott of Israel.. The Parties agree that they are not currently engaged in, and agree that for the
duration of the Agteement they will not engage in, a boycott of Istaél, as that term is defined.in A.R.S. §35-
393.
Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.
Notices.
12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, ift
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
fot the Party in this Agreement by U.S. Mail, hand delivery, ot overnight courier
service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.
12.2 ives,
a. Consultant. Corisultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:
Interim Public Management, LLC
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14.
Timothy G. Pickering, CEO
16868 North Stoneridge Court
Fountain Hills, Arizona 85268
City.. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale
c/o Kevin Phelps
5850 W. Glendale Avenue
Glendale, Arizona 85301
7
ith requi ‘opy to:
City Mariager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
5850 West Glendale Avenue
Glendale, Arizona 85301
Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.
Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.
Entire Agreement; Survival; Counterparts; Signatures.
14.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regatding the Project or this Agreement.
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the patties.
Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts attached as Exhibit A, and this Agreement, will be resolved by
the terms and conditions stated in this Agreement.
The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.
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16.
17.
14.3
14.4
14.5
14.6
14.7
Term.
15.1
15.2
Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one insttument.
Renewals. ‘The-term of this Agreement commences upon the effective date and continues for a
one (1) year initial period, unless and until this Agreement is terminated, in whole or in past, by
either party by providing the other party 30 days’ prior written notice of termination. Termination
of this Agreement and all attachments or amendments hereto shall become effective, and any work
being performed under this Agreement shall cease upon the effective date thereof. The City
Manager in his or her sole, unreviewable discretion, may renew the term of this Agreement for four
(4) one-yeat tettns, upon the mutual agreement of the parties. The City shall give IPM notice of its
intent to renew at least 30 days in advance of the anniversary of the Effective Date of this
Agreement. Any failure by the City to provide such notice of intent to renew shall terminate this
agreement, unless the parties agree otherwise.
Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a inonth-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.
Dispute Resolution, Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Schedule A _— Professional Services Agreement C- Between the Parties Dated June 26, 2019.
(Signatures appear on the following page.)
1/29/18
‘The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
la Kevin R. Phelps
Its: City Manager
ATTEST:
Ca
Julie K Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Ghaet-——™.
Michael Rbyfy
City Attorn
Interim Public Management, LLC ("IPM"),
an Arizona limited liability company
( Zee
By: Tim Pickering
Its: CEO
4/29/48
SCHEDULE A
TO
PROFESSIONAL SERVICES AGREEMENT C- BETWEEN THE PARTIES
DATED JUNE 26, 2019.
Effective Date of Schedule: July 1, 2019
Client: City of Glendale, Arizona
Services: Interim Special Project Consultant
Expected Commencement Date for Engagement: July 1, 2019
Expected Services Performance Schedule: 5 days per. week, typically Monday through Friday,
excluding holidays with one day a week off-site.
Fees: Client shall. pay to IPM the Fees set forth below, in consideration of the Services rendered
by IPM hereunder:
The Client shall pay IPM the following fee for each week during
which the Consultant or other IPM representatives provide
Services per the Expected Services Performance Schedule to the
Client: $4,485 per week, per Consultant or other IPM resource. If
applicable Client shall be responsible to pay any alternative
pension contributions if required by state law that arise as a result
of the Services provided hereunder; Client agrees that it shall
otherwise pay no wages, salary or other forms of direct or indirect
compensation, including employee benefits, to any Consultant.
Expense Fees:
Client shall reimburse IPM for the following expenses: actual cost
for business-related mileage to and from Client's place of business
at standard IRS rates; and pay an administrative. charge of 15% on
all reimbursed expenses.
The Services and Expense Fees set forth above shall increase by five percent on January 1, 2020
and annually thereafter. Services Fees may be prorated by IPM as appropriate. If Client expressly
approves or requests that a Contractor work overtime hours (more than forty hours per work
week), and if IPM is required to pay such Consultant overtime rates for such work, Client hereby
agrees that its rates for such Consultant with respect to such overtime hours shall be 1.5 times the
Services Fees rates set forth above.
Term: This Schedule shall commence upon its stated Commencement Date and shall continue
until terminated either (a) by either party without cause by providing the other party 30 days’
prior written notice of termination; or (b) by either party with cause by providing the other
party at least fifteen (15) days’ prior written notice of termination for cause, provided that if the
party giving such notice agrees that such cause has been cured during the first seven (7) days of
such notice period then such notice of termination shall have no force or effect.
Page 1 of 2
IN WITNESS WHERECF the parties have executed this Schedule, effective on the
Effective Date described above.
Client: City of Glendale, Arizona
LZ aly
coe
By: Kevin Phelps, City Manager Date
Julj@XK. Bower
City Clerk (Seal)
APPROVED AS TO FORM:
Che {1
MichachD_-Béiley CD)
City Attorney
Agreed to and accepted by Interim Public
Management, LLC:
DocuSigned by:
fant 6/27/2019
By: SSFOASDAFESOAOF...
Tim Pickering, CEO Date
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