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LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND MECHANICAL PRODUCTS BAS, INC. THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of , 20 , between the City of Glendale, an Arizona municipal corporation (the “City”), and Mechanical Products BAS, Inc., a(n) Arizona corpotation authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS On August 22, 2019, under 1Government Procurement Alliance,, the Paradise Valley Unified School District entered into a contract with Contractor to purchase the goods and services described in the Building Management/Automation Systems, Contract No. 19-16PV-07 (“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other governmental agencies including the City. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procute goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements without meeting the formal or informal solicitation and bid requirements of Glendale City Code Sections 2-145 and 2-146. The City desires to contract with Contractor for supplies or services identical, or neatly identical, to the supplies or services Contractor is providing other units of government under the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to enter into this Agreement to provide the supplies and services set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Linking Agreement, the parties agree as follows: 1. Term of Agreement. The City is purchasing supplies and/or services from Contractor pursuant to the Cooperative Purchasing Agreement. The initial term of this Agteement is the period from the Effective Date of this Agreement until August 22, 2021. The City may renew the term of this Agreement for (3) one year periods until the Cooperative Purchasing Agteement expires on August 22, 2024. Glendale renewals are not automatic and shall only occur if the City gives the Contractor notice of its intent to renew. The City may give the Contractor notice of its intent to renew this Agreement 30 days prior to the anniversaty of the Effective Date to effectuate such renewal. 1/2/2020 10. Scope of Work: Terms, Conditions, and Specifications. A. Contractor shall provide City the supplies and/or services identified in the Scope of Work attached as Exhibit B. B. Contractor agtees to comply with all the terms, conditions and specifications of the Cooperative Purchasing Agreement. Such terms, conditions and specifications are specifically incorporated into and are an enforceable part of this Agreement. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached heteto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed one million dollars ($1,000,000) annually or three million dollars ($3,000,000) for the entire term of the Agreement (initial term plus any renewals). Cancellation. ‘This Agreement may be cancelled pursuant to A.R.S. § 38-511. Non-discrimination, Contractor 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. Contractor will require any Sub-contractor to be bound to the same requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the tequirements of A.RS. § 41-4401. 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.RS § 35-393. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. Notices. " Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: 4/29/2021 City of Glendale c/o Charles Thomas 6210 W. Myrde Avenue, Suite 111 Glendale, Arizona 85301 And Mechanical Products BAS, Inc. c/o Steve Yowell 3743 West Roanoke Avenue Phoenix, Arizona 85009 IN WITNESS WHEREOF, the pattics hereto have executed this Agreement as of the date and year set forth above. “City” City of Glendale, an Arizona municipal corporation By: Kevin R. Phelps City Manager ATTEST: Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: Michael D. Bailey City Attorney “Contractor” Mechanical Products B.AS, Inc., an Arizona corporation oe Yh_tpudl Name: Steve Yowtll Title: President 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND MECHANICAL PRODUCTS BAS, INC. EXHIBIT A (PARADISE VALLEY UNIFIED SCHOOL DISTRICT CONTRACT NO. 19-16PV BUILDING MANAGEMENT/AUTOMATION SYSTEMS) 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND MECHANICAL PRODUCTS BAS, INC. EXHIBIT B Scope of Work PROJECT Tn accordance with the terms and conditions of this Agreement and Paradise Valley Unified School District Contract No. 19-16PV, the City is retaining Mechanical Products BAS, Inc. to provide energy efficiency studies, building automations parts, service, maintenance and repairs for lighting and HVAC conttols for city-wide facilities on an as needed basis. 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND MECHANICAL PRODUCTS BAS, INC. EXHIBIT C METHOD AND AMOUNT OF COMPENSATION Method and amount of compensation is in accordance with Section 3 of this agreement. NOT TO EXCEED AMOUNT The total amount of compensation paid to Contractor for full completion of all work required by the Project must not exceed $1,000,000 annually or $3,000,000 for the entire term of the Agreement. DETAILED PROJECT COMPENSATION City shall pay Contractor compensation in accordance with the rates as set forth in the Paradise Valley Unified School District Contract No. 19-16PV, for the enetgy efficiency studies, building automations parts, servjice, maintenance and repair on lighing and HVAC controls services for city- wide facilities on an as needed basis. 4/29/2021