IPM Professional Services Agreement

C19-0599
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") (“Consultant”), an

Arizona limited liability company, authorized to do business in the State of Arizona, as of the 25™ day of

B.

Dd.

CEN 19 (“Effective Date”).

RECITALS

y 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 1PM 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 folows:

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Key Personnel; Other Consultants and Subcontractors.

mal Services. IPM shall provide professional administrative services to the City on an as
assigned, as-necded basis. Mor each assignment hereunder, prior to the start of work on any such
assignment, the City and 1PM 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 persons 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 Lffective Date of this Agreement.

a. Project Manager.

(1) The individual(s) to be provided by 1PM to perform the Services shall be referred
to hercin as cach a “Consultant” and collectively the “Consultants.” In addition,
the Consultants, other 1PM representatives and the Chief Executive Officer of
IPM (the “CRO”) 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 agree 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 TPM 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. TPM 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 JPM will
comprise the "Project Team.”
(2) Consultant will have responsibility for and will supervise all other employees
assigned to the Project by IPM.

Discharge, Reassign. Replacement.

(1) IPM acknowledges the Project ‘eam 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 nouce
unless that person leaves the employment of IPM, in which event the subsutute

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. IPM 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.

Standard. IPM must perform Services in accordance with the standards of due diligence, care, and
otandare P ig >
guality 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.

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").

Q) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, 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 Agrecment.

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, cules, 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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obligations under all applicable laws, regulations and orders, including but not limited to, laws
relating workplace safery 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 or 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.

Coordination: Interaction.

a. For projects that the City believes requires the coordination of various professional

services, JPM will work in close consultation with City to proactively interact with any
other professionals retained by City on the Project ("Coordinating Project Professionals").
Subject to any limitations expressly stated in the Project Budget, TPM 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.

For projects not involving Coordinating 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.

Work Product.

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 geant is effective whether the Work Product is on paper (¢.g,, a “bard copy"),
in electronic format, or in some other form.
Delivery. IPM will deliver to City copies of the preliminary and completed Work Product
promptly as they are prepared.
c. City Use.
() 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 tile block from the Work Product.

4. 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 Jixpected 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 JPM or an 1PM representative work
overtime hours (more than forty hours per work week), and if 1PM is required to pay

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overtime rates for such work, the City hercby 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.

contemplated Scope as oudined in the Project ts significantly modified.
a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by JPM without prior written authorization from the City.

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.

Lxpenses, City will reimburse 1PM 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 carricrs, 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 expens
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 Reimbursable
Services in the Compensation.

5. Billings and Payment.

5.1

5.3

Applicauons.

IPM wili submit semi-monthly invoices for al] amounts ansing hereunder. City will

a
attempt lo 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°v) 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.

t } ; PP ;
P. . .
ayment.

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:

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(1) Completed work generated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsuliants as

City may reasonably request to assure the Project will be free of claims arising
trom required performances under this \preement.

Review and Withholding. City's Project Manager wall 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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5.4 In addition to the fees and expenses City agrees to pay ]PM pursuant to any Schedule appended
hereto, City agrees to pay TPM a “finder’s fee” equal to 20.8% pt the annualized salary, fees or
other compensation to be paid to or 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.
61 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,

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 A.R.S. § 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 employce, 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 t persons or damages to property which may arise from or 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 Jeast as broad as:

a. Commercial General J iability (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

aggtegate.

Automobile Liability: Insurance Services Office Form Number CA (XX 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 | jability 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 umissions IPM is
legally liability, with a ability 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 limut of no less than $1,000,000 per
accident for bodily injury or diseasc.

8.2 Indemnification.

‘To the fullest extent permitted by law, IPM must defend, indemnify, and hold harmless
City and its clected officials, officers, employces and agents (each, an "Indemnified Party."
collectively, the "Indemnified Parties") for, from, and against any and al] 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")

a.

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8.3

3.4

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8.6

asserted by a third-party (ie. a person or entity other than City or IPM) and that arises out
of or results from IPM’S negligent or willful actions, ercors or omissions (including any
Subconsultant or Subcontractor or other person or firm employed by IPM), whether
sustained before or afler completion of the Project.

h. This indemnity and bold harmless provision applies even if a Demand or Fixpense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, IPM will be liable only to the extent the Demand or Expense
results ftom the negligence or breach of a responsibility of IPM or of any person or entity
for whom IPM is responsible.

c. IPAL 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. ‘Ihe insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:

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 1s at least as
broad as ISO Form CG 2010, 11 85 or both CG 20 10 and CG 23 37, if later revisions are
used.

b. For any claims related to this Project, [PM’s insurance coverage shall be primary
insurance with respect to the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officces, officials, employees or
volunteers shall be in excess of IPM’s insurance and shall not contribute with it.

c. Lach insurance policy required 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 Jess than A: VIJ, 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
insurer 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, 1PM shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverape 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

*s agreement that work may commence shall not waive IPM’s

endorsements prior to the Cit
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, requited by this \preement al any time during the Term stated

herein.

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10.

iL

IPM’s failure to obtain, submit or sceure 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.RS. § 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. § 23-214(A). The
Consultant or 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
Consultant and subconsultant warrant to keep

party is complying with the above-mentioned warranty. The €
ing normal business hours by the other

their respective papers and records open for random inspection dur!
party. 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

rights to keep such papers and records confidential.
No Boycott of Istael. The Parties agree that they are not currently engaged in, and agree that for the
duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in A.R.S. §35-

Attestation of PCI Compliance. ‘hen 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
a. ‘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).
¢. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, iff

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or 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 Representatives.
Consultant. Consukant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or hee address for Notice

delivery

a.

Interim Public Management, 11.C

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13.

14,

Timothy G. Pickering, CIO
16868 North Stoneridge Court
Fountain Hills. Arizona $5268

“s behalf, and

b. City, Cin’s representative ("City's Representative") authorized to act on Ci
his or her address for Notice delivery is:
City of Glendale
c/o Kevin Phelps
5850 W’. Glendale Avenue
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager

and City Atomey.
(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.

d. 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 lo 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.
? a
[4.1 Integration. ‘his Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding 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.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

Inconsistencies benveen 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.

14.2 Interpretation.
‘The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

a

b. ‘The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the partics may have draited this
Agreement.

c, ‘The Agreement will be interpreted in accordance with the laws of the State of Arizona.

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14.3

4.4

14.5

14.6

14.7

15. Term.

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 c ompletion 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 dus 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 remedics 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 of 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 instrument.

Renewals, The term of this Agreement commences upon the effective date and conunues fora
one (1) year initial period, unless and until this Agreement is terminated, in whole or in part, by
either party by providing the other party 30 days’ prior written notice of termination. Termination
of this Agreement and all attachments or amendments hercto shall become effective, and any work
being performed under this Agreement shall cease upon the effective date thereot. The City
Manager in his or her sole, unreviewable discretion, may renew the term of this Agreement for four
(4) one-year terms, upon the mutual agreement of the parties. The City shall give IPM notice of its
intent to renew at Jeast 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.

Lstension for Procurement Proc 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 month-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.

| 16. 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.

17. 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.)

VQ0AR

The parties enter into this Agreement effective as of the date shown above.

City of Glendale,

an Arizona municipal corporation

By: Kevin R. Phelps 7
Its: City Manager

ATTEST: yo

Jolie &, Filo © JB

City Clerk

APPROVED AS TO FORM:

Michael Q

City Attorney = D

Interim Public Management, LLC ("IPM"),
an Arizona limited liability company

eA by:

By: Tim Pickering
Its: CEO

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:

| Services Fees:
|

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:

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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 anriually 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 WHEREOF the parties have executed this Schedule, effective on the
Effective Date described above.

Client: City of Glendale, Arizona

AX ALIN

By: Kevin Phelps, City Manager Date

Julie K. Bower
City Clerk (Seal)

APPROVED AS TO FORM:

MichachB-Bailey < )
Sane

City Attorney

Agreed to and accepted by Interim Public
Management, LLC:

CocuSigned by:

Llies 6/27/2019
By: SSFO43D4FFSD40F
Tim Pickering, CEO Date

Page 2 of 2

C19-0599-1

SCHEDULE B

TO
PROFESSIONAL SERVICES AGREEMENT C-19-0599 BETWEEN THE PARTIES
DATED JUNE 25, 2019.

Effective Date of Schedule: August 21, 2019

Client: City of Glendale, Arizona
Services: Interim Deputy City Manager

Expected Commencement Date for Engagement: August 28, 2019

Expected Services Performance Schedule: 5 days per week, typically Monday through Friday,
excluding holidays and vacations.

Fees: Client shall pay to IPM the Fees set forth below, in consideration of the Services rendered
by IPM hereunder:

Services Fees: 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: $4,695 per week, per Consultant or other IPM resource. If
applicable Weekly rates shall be prorated on a daily basis to
exclude holidays and vacations. 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. =

The Services and Fees set forth above shall increase by five percent on July 1, 2020 and annually
thereafter. Service Fees under this Schedule shall not exceed $192,495. Services Fees may be
prorated by IPM as appropriate. In addition, Section 5.4 of Professional Services agreement
between the parties for which this is an attachment, is hereby waived by IPM.

Term: Term: This Schedule shall commence upon its stated Commencement Date and shall
continue until June 30, 2020. City may elect to terminate the Schedule effective June 30, 2020 by
providing IPM at least 15 days’ prior written notice. Before June 30, 2020 this Schedule may be
terminated either (a) by either party without cause by providing the other party 15 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. Should the Client
terminate the agreement before January 31, 2020, Client shall pay to IPM as a termination fee
and not as a penalty fifty percent (50%) of the Services Fee set forth above for each week
remaining between the date of Client's early termination and June 30, 2020.

Page 1 of 2

IN WITNESS WHEREOF the parties have executed this Schedule, effective on the
Effective Date described above.

Client: City of Glendale, Arizona

ty By: Kevin R. Phelps, City Manager Date

ATTES]:

4 a)
Vi Aa ae
Julie ed

City Clerk (Seal)

APPROVED AS TO FORM:

eS Nore on GRE Start

Michael D. Bailey 6 —, 7
City Attorney t _)
a

Agreed to and accepted by Interim Public
Management, LLC:

By: = — a
Tim Pickering, CEO Date

Page 2 of 2

IN WITNESS WHEREOF the parties have executed this Schedule, effective on the
Effective Date described above.

Client: City of Glendale, Arizona

By: Kevin R. Phelps, City Manager "Date
ATTEST:

Julie K, Bower
City Clerk (Seal)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Agreed to and accepted by Interim Public

Management, LLC:
DocuSigned by:
a Ane 8/23/2019
By: 35PGAID4FFSDSOF...
Tim Pickering, CEO Date

Page 2 of 2

DocuSign Envelope ID: 92784BF2-0893-456C-8B6C- 10BA257AS4EE —_ —
C19-0599-2
Glendale  .—

ARIZONA

CONTRACT EXTENSION LETTER

April 21, 2020

Interim Public Management
16868 N. Stoneridge Court
Fountain Hills, AZ 85268

Re: Contract Extension for Contract No, C19-0599

Dear Mr. Pickering,

Contract No. C-19-0599 will be expiring on June 25, 2020. By signing this letter, Interim Public
Management hereby acknowledges this contract extension and its intent to follow all terms of the
original contract. This is for an extension only. The extension term is June 25, 2020 (Effective Date)

through June 25, 2021.

Please send a signed copy of the updated insurance certificate for the extension term to the address or
email below before the new extension starts.

City of Glendale - City Manager's Office

C/O Amy Handiong
5850 West Glendale Avenue, Ste 431

Glendale, AZ 85301
ahandlong@glendaleaz.com

SSFU4SD4FFSDAOF...

Tim Pickering ©
President & CEO
Interim Public Management

Lisette Carriacho wlié K. Bower
Materials Manager ity Clerk
City of Glendale City of Glendale
Department Director Approval WA mT
Contract Analyst Approval
5850 W. Glendale Ave. 623.950.2000 :
rev, 2.19,2020

Glendale, AZ 85301

:

C19-0599-3

Amendment to

City of Glendale Schedule B No C-19-0599-01 dated August 21, 2019 attached to Professional
Services Agreement No. C-19-0599

This Amendment to Schedule B dated August 21, 2019 (“Schedule”) attached to Agreement No.
C-19-0599 is entered into by the City of Glendale, a municipal corporation of the State of Arizona
(“City”), and Interim Public Management, LLC, an Arizona limited liability company (“Contractor”), and
is made effective June 30, 2020.

Recitals

A. The Schedule was entered on or about August 21, 2019 for the Contractor to provide interim
Deputy City Manager level consulting services to the City, on an as-needed basis and as
requested by the City.

B. The Schedule will presently expire on June 30, 2020.

C. Professional Services Agreement No. C-19-0599 was extended on April 21, 2020 to extend
the term from June, 25, 2020 through June 25, 2021,

D. The parties mutually desire to amend the Schedule as follows:

Amendment

1. Section 1, “Term of Schedule” is hereby amended to reflect that in accordance with the terms and
conditions of the Contractor Schedule, the term of the Contractor Schedule shall be extended for
the period from the June 30, 2020 through July 31, 2020.

2. Section 2, “Fees of Schedule”, is increased by an amount not to exceed $25,000 by
replacing the reference to “$192,495” in Section 2 with “not to exceed $217,495” ending
on or about July 31, 2020.

3. Contractor waives the City’s obligation in Section 5.4 of the Agreement No. C-19-0599, as
amended, so that City will not pay to Contractor any “finder’s fee” or other similar fee.

4, Except as otherwise amended, all other terms and conditions of the Schedule and any prior
amendments not in conflict shall remain in full force and effect. If there is a conflict or ambiguity
among amendments and the Schedule, the document in the following order prevail and control;
(a) the most recent amendment; and (b) the original Schedule.

DocuSign Envelope ID: 76F1377B-1495-4B55-ABG5-5448230D6CCB

IN WITNESS WHEREOF the partics have executed this Schedule, effective on the Effective Date

described above.
Client: City of Glendale, Arizona
fy By; Kevin R. Phelps, City Manager Date
ATTEST: /

alle Bower

City Clerk (Seal)

APPROVED AS TO FORM:

Michael D. Bailey —)

City Attorney

Agreed to and accepted by Interim Public Management,
LLC:

-ASFO43D4FFEDAOF...

Docusigned by:
a SF le 6/17/2020
By:

Tim Pickering, CEO Date

DocuSign Envelope ID: 49C8D79C-1BF5-42DE-9746-180002354516 CG 1 9 05 99 A
- _
ing

SCHEDULE C
TO
PROFESSIONAL SERVICES AGREEMENT C-19-0599 BETWEEN THE PARTIES
DATED JUNE 25, 2019 AND EXTENSIONS THERETO

Effective Date of Schedule: January 22, 2021

Client: City of Glendale, Arizona

Services: Interim Planning Administrator

mmen, te for. Engag : January 25, 2021

i ed: ile: 5 days per week, typically Monday through Friday,

jected Services Performance Sch
excluding holidays and vacations.
Fees: Client shall pay to IPM the Fees set forth below, in consideration of the Services rendered
by IPM hereunder: ; |
: : Services Fees: "The Client shail pay IPM the following fee for each week during
i which the Consultant or other IPM representatives provide
| Services per the Expected Services Performance Schedule to the |
i Client: $4,385 per week, per Consultant or other IPM resource. If
I applicable Weekly rates shall be prorated on a daily basis to
|
|
|

exclude holidays and vacations, 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, _._. =o a
||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. |

The Services Fees set forth above shall increase by five percent on July 1, 2021 and annually
thereafter. Services Fees may be prorated by IPM as appropriate.

Term: This Schedule shall commence upon its stated Commencement Date and shall continue
until May 28%, 2021 and shall continue month to month after said date. City may elect to
terminate the Schedule effective on or after May 28, 2021 by providing IPM at least 15 days’
prior written notice. Before May 28, 2021 this Schedule may be terminated either (a) by either
party without cause by providing the other party. 15 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. Should the Client terminate the agreement before
May 28, 2021, Client shall pay to IPM as a termination fee and not as a penalty fifty percent

Page 1 of 2

(50%) of the Services Fee set forth above for each week remaining between the date of Client's
early termination and May 28, 2021.

IN WITNESS WHEREOF the parties have executed this Schedule, effective on the
Effective Date described above.

Client: City of Glendale, Arizona

2 / . Z y
By: Kevin R. Phelps, City Manager Date
eal Gh
lie K. Yower
Joti Clerk (Seal)
APPROVED AS TO FORM:
City Attorney
Agreed to and accepted by Interim Public
. Management, LLC:
py: De Netk jose
Tim Pickering, CEO Date

Page 2 of 2