Agreement

City of Glendale — Regular Meeting (2025-06-24)

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C
PROFESSIONAL SERVICES AGREEMENT 
(Not Construction Related) 
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, an Arizona limited liability company, 
authorized to do business in the State of Arizona, ("IPM") as of the _____ day of _________________, 2025 
(“Effective Date”). 
RECITALS 
A. 
From time to time, City intends to undertake one or more projects for the benefit of the public and with 
public funds, each of which projects shall be more fully set forth in a “Schedule” to be entered into by he 
parties and attached by reference to this Agreement; 
B. 
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, as agreed from time to time; 
C. 
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 each Project; and 
D. 
City and IPM desire to memorialize their agreement with this document. 
AGREEMENT 
The parties hereby agree as follows: 
1. 
Key Personnel; Other Consultants and Subcontractors. 
1.1 
Professional Services.  IPM shall provide professional administrative services to the City on an as-
assigned, as-needed basis.  For each assignment hereunder, prior to the start of work on any such 
assignment, the City and 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 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.  Each such Schedule must be executed by the City 
and IPM prior to the commencement of the work detailed in the Schedule, and each such Schedule, 
once executed, shall be incorporated into and become an enforceable part of this Agreement.  The 
parties have not yet agreed to any Schedules as of the Effective Date of this Agreement. 
1.2 
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 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 IPM for 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)

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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. 
(1) 
IPM acknowledges the Project Team is comprised of the same persons and roles 
for each as may have been identified in the applicable Schedule. 
(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.  IPM shall not engage any subcontractor for the work or services to be 
performed under this Agreement. 
2. 
Schedule.  The Services will be undertaken in a manner that ensures each Project is completed timely and 
efficiently in accordance with all Schedules. 
3. 
Consultant’s Work. 
3.1 
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.  IPM warrants that: 
a. 
IPM currently holds all appropriate and required licenses, registrations and other approvals 
necessary for the lawful furnishing of Services ("Approvals"); and 
b. 
Neither IPM nor any Consultant has been debarred or otherwise legally excluded from 
contracting with any federal, state, or local governmental entity ("Debarment"). 
(1) 
City is under no obligation to ascertain or confirm the existence or issuance of any 
Approvals or Debarments, or to examine IPM’s contracting ability. 
(2) 
IPM must notify City immediately if any Approvals or Debarment changes during 
the Agreement's duration. The failure of IPM to notify City as required will 
constitute a material default under the Agreement. 
3.3 
Compliance.   
a. 
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 obligations under all applicable laws, regulations and orders, including but

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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. 
b.  
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.  IPM, and on behalf of any subcontractors, warrants compliance 
with this section. 
3.4 
Coordination; 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 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. 
3.5 
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, et seq., 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. 
4. 
Compensation for the Project. 
4.1 
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 overtime rates

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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 in the applicable Schedule.  
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 Compensation require a written amendment to this Agreement and may 
require City Council approval. 
b. 
Additional services which are outside the Scope of the Project contained in this Agreement 
may not be performed by the IPM without prior written authorization from the City. 
c. 
Notwithstanding the incorporation of a given Schedule to this Agreement by reference, 
should any conflict arise between the provisions of this Agreement and the provisions found 
in such Schedule and accompanying attachments, the provisions of this Agreement shall take 
priority and govern the conduct of the parties. 
4.3 
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 IPM 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 
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 generated 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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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% of 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.  
6. 
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. 
IPM will be equitably compensated for Services furnished prior to receipt of the termination 
notice and for reasonable costs incurred. 
b. 
IPM 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. 
7. 
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 employee, agent, or consultant of any other 
party to this Agreement. 
8. 
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 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 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 $2,000,000 per occurrence 
for bodily injury, personal injury, and property damage. If a general aggregate limit applies, 
either the general aggregate limit shall apply separately to this project/location or the general 
aggregate limit shall be twice the required occurrence limit. 
b. 
Automobile Liability:  Insurance Services Office Form Number CA 0001 covering Code 1 
(any auto), with limits no less than $2,000,000 per accident for bodily injury and property 
damage. 
c. 
Professional Liability.  IPM must maintain a Professional Liability insurance covering errors 
and omissions arising out of the work or services performed by IPM, or anyone employed 
by IPM, or anyone for whose acts, mistakes, errors and omissions IPM is legally liability, 
with a liability insurance limit of $2,000,000 for each claim and a $4,000,000 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 $2,000,000 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

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(each, a "Demand or Expense" collectively "Demands or Expenses") 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 Agreement, 
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. 
8.3 
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 IPM 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 the 
IPM’s existing insurance policies, provided such endorsement is at least as broad as ISO 
Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later revisions are used. 
b. 
For any claims related to this Project, the IPM’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 officers, officials, employees or 
volunteers shall be in excess of IPM’s insurance and shall not contribute with it. 
c. 
Each insurance policy required by this Section shall provide that coverage shall not be 
canceled, except after providing notice to the City. 
8.4 
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. 
8.5 
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 IPM, its 
employees, agent(s) and subcontractor(s). 
8.6 
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 prior 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. 
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

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IPM to comply with the terms and conditions of the Agreement, including any schedule for 
performance or completion of the Project. 
8.7 
Subcontractors.  IPM 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 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 IPM, the Project or the insurer. 
9. 
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, IPM warrants 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). IPM 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 party is complying with the above-
mentioned warranty. IPM and subconsultant warrant to keep their respective papers and records open for 
random inspection during normal business hours by the other 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. 
10.  
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. 
11. 
Uyghur Forced Labor Prevention Act (UFLPA). IPM 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. 
12. 
Attestation of PCI Compliance.  When applicable, IPM will provide the City annually with a Payment Card 
Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of IPM 
with oversight responsibility. 
13. 
Notices. 
13.1 
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). 
c. 
Notice will be deemed to have been delivered to the person to whom it is addressed as of 
the date of receipt, if: 
(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.

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13.2
Representatives.
a.
IPM. IPM's representative ("IPM's Representative") authorized to act on IPM's behalf with 
respect to the Project, and his or her address for Notice delivery is: 
 
Interim Public Management, LLC 
Timothy G. Pickering, CEO 
29408 N. Verde River Way W. 
Scottsdale, Arizona 85263 
 
b. 
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 R. 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 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 IPM identifying the designee(s) and their respective 
addresses for notices. 
d. 
Changes.  IPM 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. 
14. 
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. 
15. 
Entire Agreement; Survival; Counterparts; Signatures. 
15.1 
Integration.  This Agreement contains, except as stated below, the entire agreement between City 
and IPM 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. 
c. 
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.

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15.2
Interpretation.
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed necessary 
and with the legal representation they deemed appropriate. 
b. 
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. 
c. 
The Agreement will be interpreted in accordance with the laws of the State of Arizona. 
15.3 
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. 
15.4 
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. 
15.5 
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. 
15.6 
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. 
15.7 
Counterparts.  This Agreement may be executed in counterparts, and all counterparts will together 
comprise one instrument. 
16. 
Term.  
16.1 
Extensions.  The term of this Agreement commences upon the effective date and continues for a 
three (3) year initial period. The City may, at its option and with the approval IPM, extend the term 
of this Agreement an additional two (2) years, on an annual basis. IPM will be notified in writing by 
the City of its intent to extend the Agreement period at least thirty (30) calendar days prior to the 
expiration of the original or any extension period. Price adjustments will only be reviewed prior to 
the City exercising its extension and may be a determining factor for any extension. There are no 
automatic extensions or renewals of this Agreement. 
16.2 
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 
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 IPM 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. 
17. 
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. 
 
 
(Signatures appear on the following page.)

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The parties enter into this Agreement effective as of the date shown above.
City of Glendale, 
an Arizona municipal corporation 
_____________________________________ 
By:  Kevin R. Phelps 
Its:  City Manager 
ATTEST: 
 
 
 
 
 
 
Julie K. Bower
(SEAL)
City Clerk 
APPROVED AS TO FORM: 
 
 
 
 
 
 
Michael D. Bailey 
City Attorney 
Interim Public Management, LLC, 
an Arizona limited liability company 
_____________________________________ 
By:  Tim Pickering 
Its:  CEO