Agreement

PROFESSIONAL SERVICES AGREEMENT 
F I R E TRAINING STRUCTURES, LLC. 
C 
This Professional Services A g reement ("Ag reement") is entered into and effective between CITY OF GLENDALE, 
an Arizona municipal corporation ("City") and Fire Training Structures, LLC., an limited liability company, authorized 
to do business in the State of Arizona, ("Consultant") as of the _ _ _ day of _ _ _ _ _ _ _ _ _ 
, 2023 ("Effective 
Date"). 
RECITALS 
A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Scope of Work (the "SOW");
B.
City desires to retain the professional services of Consultant to develop, create, make, generate, supply, deliver,
provide and/ or perform the specific benefits, services, tasks, activities, expertise, etc. as set forth in the Scope
of Work; and
C. 
City and Consultant desire to memorialize their agreement with this document.
AGREEMENT 
The parties hereby ag ree as follows: 
1. 
Key Personnel; Other Consultants and Subcontractors. 
1.1 
Professional Services. Consultant will provide all Services necessary to assure all portions, tasks, 
activities and specifications of the SOW (the "Services") are completed timely and efficiently 
consistent with the SOW's requirements, including, but not limited to, working in close interaction 
and interfacing with City and its desig n ated employees, and working closely with others, including 
other consultants or contractors, retained by City. 
1.2 
Project Team. 
a. 
Project Manager.
(1) 
Consultant will desig n ate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and handle
all aspects of the SOW such that the work produced by Consultant is consistent
with applicable standards as detailed in this A g reement; and
(2) 
The City must approve the desig n ated Project Manager.
b.
Project Team.
(1) 
The Project Manager and all other employees assigned to the perform the SOW by
Consultant will comprise the "Project Team."
(2) 
Project Manager will have responsibility for and will supervise all other employees
assig n ed to the perform the SOW by Consultant.
c. 
Discharge, Reassig n , Replacement.
(1) 
Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.
(2) 
Consultant will not discharge, reassig n , replace or diminish the responsibilities of
any of the employees assig n ed to perform the SOW who have been approved by
City without City's prior written consent unless that person leaves the employment
o f Consultant, in which event the substitute must first be approved in writing by
City. 
10/05/2023

(3) 
Consultant will change 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 i f the acts 
or omissions of that person are detrimental to the completion of the SOW.
d. 
Subcontractors.
(1) 
Consultant may engage specific technical contractors (each a "Subcontractor") to 
furnish certain Service.
(2) 
Consultant will remain fully responsible for Subcontractor's Services.
(3) 
Subcontractors must be approved by the City. 
(4) 
Consultant will certify by letter that all contracts with Subcontractors have been
executed incorporating requirements and standards as set forth in this Ag reement.
2. 
Schedule. The Services will be undertaken in a manner that ensures the SOW is completed on time and in 
a cost- efficient manner. The Services, including any interim milestones, shall be completed in accordance
with the schedule contained in Exhibit A.
3.
Consultant's Work.
3.1 
Standard. Consultant 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 SOW
and identified in this Ag reement.
3.2 
Licensing. Consultant warrants that: 
a. 
Consultant and its Subconsultants or Subcontractors will hold all appropriate and required
licenses, registrations and other approvals necessary for the lawful furnishing of Services
("Approvals"); and
b. 
Neither Consultant nor any Subconsultant or Subcontractor has been debarred or otherwise
legally excluded from contracting with any federal, state, or local governmental entity
("Debarment").
(1) 
City is under no oblig a tion 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 Ag reement's duration. The failure o f the Consultant to notify City as 
required will constitute a material default under the Agreement.
3.3 
Compliance. 
a. 
Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria desig n ated by City. 
b. 
Consultant 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. Consultant 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.
3.4 
Coordination: Interaction. 
a. 
For projects that the City believes requires the coordination o f various professional services,
Consultant will work in close consultation with City to proactively interact with any other
professionals retained by City ("Coordinating Professionals").
2 
10/05/2023

b. 
Consultant will meet to review the Services to be provided in the SOW, Schedule and in-
prog ress work with Coordinating Professionals and City as often and for durations as City
reasonably considers necessary in order to ensure the timely work delivery and SOW
completion.
c. 
For projects not involving Coordinating Professionals, Consultant will proactively interact
with any other contractors when directed by City to obtain or disseminate timely information
for the proper execution of the SOW.
3.5 
Work Product. 
a. 
Ownership. Upon receipt of payment for Services furnished, Consultant g rants to City, and
will cause its Subconsultants or Subcontractors to grant to the City, the 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 g rant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2) 
Consultant warrants, and ag rees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c. 
City Use.
4. 
Compensation.
(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 Consultant, the City agrees to indemnify and hold Consultant
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.
4.1 
4.2 
Compensation. 
Consultant's compensation for the Services, including those furnished by its 
Subconsultants or Subcontractors will not exceed $2,000,000.00 as specifically detailed in Exhibit B 
("Compensation"). 
Change in Scope of Work. The Compensation may be equitably adjusted if the original SOW is 
significantly modified, but only as provided below. 
a. 
Adjustments to the SOW, including adding any additional Services or any change in the
amount of Compensation available hereunder, require a written amendment to this
Agreement and may require City Council approval.
b.
Additional services which are outside the scope of the original SOW contained in this
Ag r eement may not be performed by the Consultant without prior written authorization
from the City.
c. 
Notwithstanding the incorporation of the Exhibits to this Ag reement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Ag reement shall take priority
and govern the conduct of the parties.
4.3 
Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred by 
Consultant in connection with this Ag r eement, without mark-up (the "Reimbursable Expenses"), 
including, but not limited to, document reproduction, materials for book preparation, postage, 
3 
10/05/2023

amount due but not paid Consultant for Services furnished, City will pay the amount due to 
Consultant, less City's damages, in accordance with the provision of Sec. 5. 
b.
I f City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City .immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.
7. 
Conflict. 
Consultant acknowledges this Ag r eement 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 Ag reement, Consultant 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 def111ed. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.
8.1 
M:inimum 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. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
agg regate 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 $1,000,000 per accident for bodily injury and property
damage.
c. 
Professional Liability. Consultant must maintain a Professional Liability insurance covering
errors and omissions arising out of the work or services performed by Consultant, or anyone
employed by Consultant, or anyone for whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $1,000,000 for each claim and
a $2,000,000 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, Consultant 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, judg m ents, 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") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant's negligent
actions, errors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the SOW
and/ or Services.
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, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.
5 
10/05/2023

Previous 
Application
This Period
1
Document Preparation / Prefabrication
$126,200.03
$0.00
$0.00
$0.00
0.0%
$126,200.03
2
Material Procurement (to Attain 25% Fabrication Completion Level)
$331,300.00
$0.00
$0.00
$0.00
0.0%
$331,300.00
3
Fabrication Labor (25% Completion Level)
$189,300.00
$0.00
$0.00
$0.00
0.0%
$189,300.00
4
Material Procurement (to Attain 50% Fabrication Completion Level)
$93,400.00
$0.00
$0.00
$0.00
0.0%
$93,400.00
5
Fabrication Labor (50% Completion Level)
$186,879.00
$0.00
$0.00
$0.00
0.0%
$186,879.00
6
Material Procurement (to Attain 75% Fabrication Completion Level)
$93,400.00
$0.00
$0.00
$0.00
0.0%
$93,400.00
7
Fabrication Labor (75% Completion Level)
$186,879.00
$0.00
$0.00
$0.00
0.0%
$186,879.00
8
Material Procurement (to Attain 100% Fabrication Completion Level)
$93,400.00
$0.00
$0.00
$0.00
0.0%
$93,400.00
9
Fabrication Labor (100% Completion Level)
$186,879.00
$0.00
$0.00
$0.00
0.0%
$186,879.00
10
On-Site Assembly
$15,000.00
$0.00
$0.00
$0.00
0.0%
$15,000.00
11
Close-Out & Final Acceptance
$75,000.00
$0.00
$0.00
$0.00
0.0%
$75,000.00
Totals
$1,577,637.03
$0.00
$0.00
$0.00
0.0%
$1,577,637.03
% 
Complete
Balance to Finish
Schedule of Values: Glendale AZ FTS Custom System 6 Training Facility
Work Completed
Item No
Description of Work
Scheduled Value
Total Completed 
Work
10/13/2023

Previous 
Application
This Period
1
Document Preparation / Prefabrication
$8,473.62
$0.00
$0.00
$0.00
0.0%
$8,473.62
2
Material Procurement (to Attain 25% Fabrication Completion Level)
$23,600.00
$0.00
$0.00
$0.00
0.0%
$23,600.00
3
Fabrication Labor (25% Completion Level)
$14,000.00
$0.00
$0.00
$0.00
0.0%
$14,000.00
4
Material Procurement (to Attain 50% Fabrication Completion Level)
$6,300.00
$0.00
$0.00
$0.00
0.0%
$6,300.00
5
Fabrication Labor (50% Completion Level)
$12,000.00
$0.00
$0.00
$0.00
0.0%
$12,000.00
6
Material Procurement (to Attain 75% Fabrication Completion Level)
$6,300.00
$0.00
$0.00
$0.00
0.0%
$6,300.00
7
Fabrication Labor (75% Completion Level)
$12,000.00
$0.00
$0.00
$0.00
0.0%
$12,000.00
8
Material Procurement (to Attain 100% Fabrication Completion Level)
$6,300.00
$0.00
$0.00
$0.00
0.0%
$6,300.00
9
Fabrication Labor (100% Completion Level)
$12,000.00
$0.00
$0.00
$0.00
0.0%
$12,000.00
10
On-Site Assembly
$1,500.00
$0.00
$0.00
$0.00
0.0%
$1,500.00
11
Close-Out & Final Acceptance
$5,300.00
$0.00
$0.00
$0.00
0.0%
$5,300.00
Totals
$107,773.62
$0.00
$0.00
$0.00
0.0%
$107,773.62
Schedule of Values: Glendale AZ FTS Flashover Training Facility
Item No
Description of Work
Scheduled Value
Work Completed
Total Completed 
Work
% 
Complete
Balance to Finish
10/13/2023

Previous 
Application
This Period
1
Document Preparation / Prefabrication
$8,407.79
$0.00
$0.00
$0.00
0.0%
$8,407.79
2
Material Procurement (to Attain 25% Fabrication Completion Level)
$22,000.00
$0.00
$0.00
$0.00
0.0%
$22,000.00
3
Fabrication Labor (25% Completion Level)
$12,600.00
$0.00
$0.00
$0.00
0.0%
$12,600.00
4
Material Procurement (to Attain 50% Fabrication Completion Level)
$6,000.00
$0.00
$0.00
$0.00
0.0%
$6,000.00
5
Fabrication Labor (50% Completion Level)
$12,353.00
$0.00
$0.00
$0.00
0.0%
$12,353.00
6
Material Procurement (to Attain 75% Fabrication Completion Level)
$6,000.00
$0.00
$0.00
$0.00
0.0%
$6,000.00
7
Fabrication Labor (75% Completion Level)
$12,353.00
$0.00
$0.00
$0.00
0.0%
$12,353.00
8
Material Procurement (to Attain 100% Fabrication Completion Level)
$6,000.00
$0.00
$0.00
$0.00
0.0%
$6,000.00
9
Fabrication Labor (100% Completion Level)
$12,353.00
$0.00
$0.00
$0.00
0.0%
$12,353.00
10
On-Site Assembly
$2,000.00
$0.00
$0.00
$0.00
0.0%
$2,000.00
11
Close-Out & Final Acceptance
$5,000.00
$0.00
$0.00
$0.00
0.0%
$5,000.00
Totals
$105,066.79
$0.00
$0.00
$0.00
0.0%
$105,066.79
Schedule of Values: Glendale AZ Burn House Prop Improvement
Item No
Description of Work
Scheduled Value
Work Completed
Total Completed 
Work
% 
Complete
Balance to Finish
10/13/2023

Previous 
Application
This Period
1
Document Preparation / Prefabrication
$11,850.20
$0.00
$0.00
$0.00
0.0%
$11,850.20
2
Material Procurement (to Attain 25% Fabrication Completion Level)
$31,100.00
$0.00
$0.00
$0.00
0.0%
$31,100.00
3
Fabrication Labor (25% Completion Level)
$17,800.00
$0.00
$0.00
$0.00
0.0%
$17,800.00
4
Material Procurement (to Attain 50% Fabrication Completion Level)
$8,750.00
$0.00
$0.00
$0.00
0.0%
$8,750.00
5
Fabrication Labor (50% Completion Level)
$17,502.00
$0.00
$0.00
$0.00
0.0%
$17,502.00
6
Material Procurement (to Attain 75% Fabrication Completion Level)
$8,750.00
$0.00
$0.00
$0.00
0.0%
$8,750.00
7
Fabrication Labor (75% Completion Level)
$17,502.00
$0.00
$0.00
$0.00
0.0%
$17,502.00
8
Material Procurement (to Attain 100% Fabrication Completion Level)
$8,750.00
$0.00
$0.00
$0.00
0.0%
$8,750.00
9
Fabrication Labor (100% Completion Level)
$17,502.00
$0.00
$0.00
$0.00
0.0%
$17,502.00
10
On-Site Assembly
$1,500.00
$0.00
$0.00
$0.00
0.0%
$1,500.00
11
Close-Out & Final Acceptance
$7,100.00
$0.00
$0.00
$0.00
0.0%
$7,100.00
Totals
$148,106.20
$0.00
$0.00
$0.00
0.0%
$148,106.20
Schedule of Values: Glendale AZ Multi-Story Prop Improvement
Item No
Description of Work
Scheduled Value
Work Completed
Total Completed 
Work
% 
Complete
Balance to Finish
10/13/2023

EXHIBITB 
Professional Services Agreement 
COMPENSATION 
METHOD AND AMOUNT OF COMPENSATION 
Payment shall be per Section 4 o f this agreement. Payment will follow the milestone payments sheet. 
NOT-TO-EXCEED AMOUNT 
The total amount o f compensation paid to Consultant for Services as defined herein during the entire term o f the 
Project must not exceed $2,000,000.00 including all extensions. 
DETAILED PROJECT COMPENSATION 
See attached Milestone Pricing.