Agreement with Jones & Bartlett Learning, LLC (Updated 1/13/2025)*

PURCHASE AGREEMENT

This services Agreement (“Agreement”) is entered into and effective between the CITY OF
GLENDALE, an Arizona municipal corporation (“City”) and Jones & Bartlett Learning, LLC a(n)
Delaware, limited liability company (“Vendor”) as of the 10th day of December, 2024 (“Effective
Date”).

RECITALS

A. City intends to purchase fire station curriculum necessary for fire fighter personnel for the
benefit of the public and with public funds (the “Project”);

B. Vendor desires to provide City with the Equipemnt subject to manufacturer’s warranty
consistent with industry-best practices and the standards set forth in this Agreement; and

C. City and Vendor desire to memorialize their agreement with this document.

AGREEMENT
The parties hereby agree as follows:

1. Schedule. The periodic purchase of the Project will be undertaken in an as needed basis
Neverless, this Agreement terminates three years from the effective date.

2, Compliance. Vendor 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 express, genetic characteristics, familial status, U.S. military
veteran status or any disability. Vendor will require any Sub-contractor (if any) to be bound to
the same requirements as stated within this section. Vendor, and on behalf of any
subcontractors, warrants compliance with this section.

3. Compensation for the Project.
3.1 Compensation, Vendor’s compensation for the Project, including those
furnished by its Subconsultants, if any, will not exceed $250,000.00 as specifically
detailed in Exhibit D (‘Compensation’)

3.2 Change in Scope of Project. The Compensation may be equitably adjusted if
the parties mutually agree in writing to modify the originally contemplated Scope as
outlined in the Project.

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 Vendor without prior written
authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement 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 Agreement shall take priority and govern the conduct of the
parties.

4. Billings and Payment.
41 Payment.
a. Vendor will send one invoice once the Purchase Order is sent. The City will
process and remit payment within 30 days.

4.2 Review and Withholding. City’s Project Manager will timely review and certify
Payment Invoice.

5. Conflict. Vendor acknowledges this Agreement is subject to A.R.S. § 35-511, 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.

6. Insurance. For the duration of the term of this Agreement, Vendor 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 Vendor, its agent(s), representative(s),
employee(s) and any subcontractors.

6.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad
as:

a. Commercial General Liability (CGL): 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 aggregate limit shall be twice the required
occurrence limit.

b. 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.

7. E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Vendor
warrants its compliance and that of its Subconsultants with all federal immigration laws and
regulations that relate to their employees and compliance with E-verify requirements under
A.R.S. § 23-214(A). The Vendor 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. The Vendor and Subconsultant shall make their employment
records available for inspection at random times upon reasonable written during normal

business hours by the other party. The Vendor and Subconsultant shall reasonably cooperate
with the City’s random inspections as required by law.

8. No Boycott of Israel. To the extent of 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.

9. Notices.
9.1

Cc.

Representatives.

Vendor. Venfor’s representative (the “Vendor’s Representative”) authorized
to act on Vendor’s behalf with respect to the Project, and his or her address
for Notice delivery is:

Jones and Bartlett Learning, LLC
c/o Lori DeGeorge

25 Mall Road

Burlington, MA 01803
Idegeorge@jblearning.com

With required copy to:

Jones and Bartlett Learning, LLC
c/o General Counsel

25 Mall Road

Burlington, MA 01803

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 Kenneth L. Barnes

11550 W’. Glendale Ave., 2™ Floor

Glendale, AZ 85307

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

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 is has also been received by the City Manager and City
Attorney.

3. City may appoint one or more designees for the purpose of receiving
notice by delivery of a written notice to Vendor identifying the designee(s)
and their respective addresses for notices.

10. Entire Agreement; Survival; Counterparts; Signatures.
10.1. Integration. This Agreement contains, except as stated below, the entire
agreement between City and Vendor 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 agreement 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, if any, and this Agreement, will be
resolved by the terms and conditions stated in this Agreement.

10.2 Interpretation.

a. The parties fairly negotiated the Agreement’s provisions to the extend 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.

10.3. Survival. Except as specifically provided otherwise in this Agreement, each
watranty, 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.

10.4 Amendment. No amendment to this Agreement will be binding unless in
writing and executed by the parties. Electronic signature blocks constitute execution
for purposes of this Agreement. Any amendment may be subject to City Council
approval.

10.5 Remedies. All rights and remedies provided in the Agreement are cumulative
and the exercise of any one or more right or remedy will noc affect any other rights or
remedies under this Agreement or applicable law.

10.6 Severability. If any provision of this Agreement is voided or found
unenforceable, that determination will not affect the validity of the other provisions,

11, Term.

and the voided or unenforceable provision will be reformed to conform with
applicable law.

10.7 Counterparts. This Agreement may be executed in counterparts, and all
counterparts will together comprise one instrument.

11.1. The term of this Agreement commences upon the effective date and continues
for a three-year period. There are no automatic renewals.

11.2 Extension for Procurement Processes. 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.

12. 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.

13, Exhibits. The following exhibits, with reference to the term in which they are first referenced,
are incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation

[SIGNATURES ON FOLLOWING PAGE]

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

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey City
Attorney

City of Glendale,

an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager ATTEST:

Jones & Bartlett Learning, LLC

a Delaware limited liability company

EXHIBIT A
Purchase Agreement

PROJECT

Periodic purchase of Recruit Firefighting academic platform to include curriculum, quizzes, testing,
and final evaluations to become Arizona State Certified Fire Fighter I & 1, in addition to purchase
Fire Instructor ] and Fire Officer I & II curriculum on an as needed basis at Glendale Regional Public
Safety Training Center.

EXHIBIT B
Purchase Agreement

SCOPE OF WORK

The Periodic purchase for Recruit Firefighting academic platform to include curriculum, quizzes,
testing, and final evaluations to become Arizona State Certified Fire Fighter I & II, in addition to
purchase Fire Instructor I and Fire Officer I & II curriculum on an as needed basis.

EXHIBIT C
Purchase Agreement

SCHEDULE

Upon execution of this agreement, curriculum will be ordered, at the convenience of the City and
shipped to Facility.

EXHIBIT D
Service Agreement

COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Vendor for full completion of all work required by the
Project during the entire term of the Project must not exceed $250,000.00 for full term of this
agreement .

DETAILED PROJECT COMPENSATION

Contractor will be compensated for the purchase of Recruit firefighting academic platform to include
curriculum, quizzes, testing, and final evaluations to become Arizona State Certified Fire Fighter I &
II, in addition to purchase Fire Instructor I and Fire Officer I & II curriculum.