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C19-0979 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND MCKINSTRY ESSENTION, LLC THIS LINKING AGREEMENT (this “Agreement’”) is entered into as of this gm day of OGobEr , 20\4, between the City of Glendale, an Arizona municipal corporation (the “City”), and McKinstry Essention, LLC, a Washington limited liability company authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On October 19, 2016, under the S.A.V.E. Cooperative Purchasing Agreement, the City of Tucson entered into a contract with Contractor to purchase the goods and services described in the Energy Performance Contracting Services Contract, Contract #161436-07, (“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. B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. C. 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. D. The City desires to contract with Contractor for supplies or services identical, or nearly 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. According to the Cooperative Purchasing Agreement, purchases can be made by governmental entities from the date of award, which was October 19, 2016, until the date the contract expires on October 18, 2021, unless the term of the Cooperative Purchasing Agreement is extended by the mutual agreement of the original contracting parties. The Cooperative Purchasing Agreement, however, may not be extended beyond October 18, 2026. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until October 18, 2021. 1/29/18 rs) The City, however, may renew the term of this Agreement for five one-year periods until the Cooperative Purchasing Agreement expires on October 18, 2026. 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 anniversary of the Effective Date to effectuate such renewal. 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 agrees 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 hereto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed one hundred thousand dollars ($100,000) 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 requirements of A.R.S. § 41-4401. No Boycott of Israel. 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. §35-393. 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. i} 1/29.18 10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: City of Glendale c/o Vern Baker 6210 W. Myrtle Ave., Suite 111 Glendale, Arizona 85301 623-930-2679 and McKinstry Essention, LLC c/o Steve Frost 4835 East Cactus Road, Suite 100 Scottsdale, Arizona 85254 480-407-4672 IN WITNESS WHEREOF, the patties hereto have executed this Agreement as of the date and year set forth above. City of Glendale, an Arizona municipal corporation » he Fifa fy Kevia R. Phelps in ee Manager ATTEST: Juli K, (SEAL) APPROVED AS TO FORM: MichatiD_Dhiley City Attorney “Contractor” McKinstry Essention, LLC, a Washington limited liability company By: Seabsi Kouengpe Name: Leslie Larocque Title: Vice President 1/29.18 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND MCKINSTRY ESSENTION, LLC EXHIBIT A CITY OF TUCSON CONTRACT #161436-07 ENERGY PERFORMANCE CONTRACTING SERVICES 1/29.18 Contract #161436 ~ ENERGY PERFORMANCE CONTRACTING SERVICES Table of Contents 1. Negotiations/Clarifications 2. Response to RFP #161436 and RFP # 161436 1. Negotiations/Clarifications PHOENIX, AZ 85022 ins 702 E, BELL RD, STE 121 480.407.4672 « McKINSTRY.COM Pr tite Of Your Bullding September 15, 2016 Dan Longanecker, CPPB Principal Contract Officer City of Tucson - Department of Procurement 255 W. Alameda P.O. Box 27210 Tucson, AZ 85726-7210 RE: RFP NO. 161436 - ENERGY PERFORMANCE CONTRACTING SERVICES - MCKINSTRY RESPONSE TO NOTICE OF INTENT TO NEGOTIATE Dear Mr. Longanecker, We sincerely appreciate the opportunity to work with the City of Tucson on this Important endeavor for Energy Performance Contracting Services. In regards to our response to Form 4, Item 2: Abide by 3" Party M&V to arbitrate savings disputes, I hereby confirm that McKinstry accepts thls methodology and Is legally able to abide by third party M&V to arbitrate savings disputes, should they arise, and for tracking ESA/ESP savings payments. Please make note that our Phoenix office location has changed recently, The new address is: McKinstry Essention, LLC 702 E. Bell Road, Suite 121 Phoenix, AZ 85022 480.407.4672 phone Please feel free to contact me at 303.215.4044 or email me at lesliel@mckinstry.com should you have any questions. We very much appreciate your selection of McKinstry to move to the next stages for this project and look forward to working with you. Best regards, Luba Lansoque Leslie Larocque Regional Director LICENSES & REGISTRATIONS AZ + 260221 « 224933 « 251238 TUCSON CITY OF TUCSON DEPARTMENT OF PROCUREMENT sent via email this day EdR@mckinstry.com September 12, 2016 Ed Rucker Senior Account Executive McKinstry Essention, LLC 3430 E. Shea Blvd., Suite 200 Phoenix, AZ 85028 Subject: RFP No. 161436- Energy Performance Contracting Services Notice of Intent to Negotiate Mr. Rucker, The City of Tucson has completed evaluation of submittals received in response to the subject solicitation. Based on the recommendation of the evaluation committee, the City is inviting McKinstry to enter negotiations. This letter serves as notification of the City’s intent to enter into negotiations. Specifically, the City intends to discuss the following: 1. Regarding your response to Form 4, Item 2: Abide by 3” Party M&V to arbitrate savings disputes: Confirm your firm's acceptance of this methodology, should the need to arise in any future project. Notice of Intent to Negotiate is not an intent to award a contract and does not establish a contractual relationship between McKinstry and the City of Tucson. In the event that the City is not able to negotiate a satisfactory contract with McKinstry the City may terminate negotiations. Response to be provided as soon as feasible but no later than September 16, 2016 at 5:00 p.m local AZ time. An authorized signature and date must be included in the response. Response can be emailed (Dan.Longanecker@tucsonaz.gov). The City of Tucson appreciates your interest in this contract. If you should have any questions, please feel free to contact me at 520.837.4125. Sincerely, SIZ, Dan Longanecker, CPPB Principal Contract Officer ADMINISTRATION ¢ DESIGN AND CONSTRUCTION SERVICES ¢ GOODS AND SERVICES MAIL SERVICES ¢ S.A.M.M, (SURPLUS AUCTION MATERIALS MANAGEMENT) CITY HALL @ 255 W. ALAMEDA ¢ P.O. BOX 27210 # TUCSON, AZ 85726-7210 (520) 791-4217 « FAX (520) 791-4735 @ TY'Y (520) 791-2639 www tucsonprocurement.com 2. Response to RFP #161436 and RFP # 161436 City of Tucson | Energy Performance Contracting Binstry RFP No. 161436 Life Of Your Bullding TUCSON, ARIZONA 17 MAY 2016 ORIGINAL | = 3240 E, SHEA BLVD, SUITE 200 V PHOENIX, AZ 85028 Of Your Buttal 602.466.3191 * McKINSTRY.COM May 17, 2016 Mr. Dan Longanecker, CPPB Principal Contract Officer City of Tucson, Department of Procurement 255 W. Alameda, 6" Floor Tucson, AZ 85701 RE: CITY OF TUCSON ENERGY PERFORMANCE CONTRACTING, RFP NO. 161436 Dear Mr. Longanecker, On behalf of McKinstry Essention, LLC (McKinstry), we are honored to present our response to your request for proposal for energy performance contracting. We understand your goals to achieve significant long-term energy and operating cost savings in a cost effective manner to provide maximum funding for capital Improvements. McKinstry’s belief and philosophy is that reducing energy consumption at City facilities should come from both appropriate equipment replacements, and low cost operational improvements. We are uniquely qualified as the best fit for the City of Tucson for the following reasons; 1. Our services cost less. We are a privately owned, domestic-only company, with a full suite of services available in-house. This means no answering to Wall Street stockholders or capital management firms and no expensive international headquarters. Our in-house, best-in-class engineering design, construction management, commissioning, and measurement & verification reduce first cost through design excellence, as well as eliminating mark-ups on mark-ups. 2. Our innovative engineering team has the capability to uncover energy savings opportunities that others miss. We are committed and dedicated to providing unique, creative designs and financial solutions to find the lowest utility rate structures incorporating rebates and incentives. 3. We leverage our local team of contractors, suppliers and ongoing service providers to eliminate travel and overhead costs, ensure accountabllity, efficient service, and provide the overall best value. 4. We listen. Our co-authored approach will incorporate the City of Tucson team’s valuable insight and experience. 5. We are not a manufacturer, This is a double bonus because we do not incur research and development costs and we have zero conflicts of Interest when recommending the most beneficial brands for your projects. We appreciate your consideration and look forward to an opportunity to interview with your team. If you have further questions, please do not hesitate to contact me at (602) 526-7152 or via email at edr@mckinstry.com. Sincerely, ) v Ed Rucker Leslie Larocque i Senior Account Executive Regional Director, Signatory Authority LICENSES & REGISTRATIONS AZ © 260221 © 224933 » 251238 CITY OF TUCSON DEPARTMENT OF PROCUREMENT REQUEST FOR PROPOSAL NO. 161436 256 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 8570 PAGE 13 OF 23 Dan.Lonaanecker@tucsonaz.qov : PRINCIPAL CONTRACT OFFICER: DAN LONGANECKER, CPPB PH: (520) 837-4125 / FAX; (520) 791-4735 PAYMENT INFORMATION 1. As stated in the Instructions to Offerors, 7. Discounts, the price(s) herein can be discounted by__0 _%, if payment is made within days. These payment terms shall apply to all purchases and to all payment methods. 2. Cooperative Purchasing Program: Will your firm provide the City of Tucson, as the lead agency on this regional contract, a rebate in the form of a percentage of sales based upon the other agencies sales? Yes X__No If yes, state proposed percentage: % 3. Will payment be accepted via commercial credit card? Yes __X__No a. If yes, can commercial payment(s) be made online? Yes No b. Will a third party be processing the commercial credit card payment(s)? __ Yes No c. If yes, Indicate the flat fee per transaction $, (as allowable, per Section 5.2.E of Visa Operating Regulations). d._ If"no" to above, will consideration be given to accept the card?__ X__—Yes No 4. Does your firm have a City of Tucson Business License? X__Yes No If yes, please provide a copy of your City of Tucson Business license. i. GENERAL A. Shortlist: The City reserves the right to shortlist the offerors on any of the stated criteria. However, the City may determine that shortlisting is not necessary. B. Interviews: The City reserves the right to conduct interviews with some or all of the offerors at any point during the evaluation process. However, the City may determine that interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the stated criteria. The City shall not reimburse the offeror for the costs associated with the interview process. Cc. Additional Investigations: The City reserves the right to make such additional Investigations as it deems necessary to establish the competence and financial stability of any offeror submitting a proposal. D. Prior Experience: Experiences with the City and entitles that evaluation committee members represent and that are not specifically mentioned in the solicitation response may be taken into consideration when evaluating offers. E. Multiple Awards: To provide adequate contract coverage, at the City’s sole discretion, multiple awards may be made. Contents instry te 2 owe Bottag FORM 1. FORM 2. FORM 3. FORM 4. FORM 5. FORM 6, FORM 7. FORM 8. FORM 9, FORM 10. FORM 11. FORM 12. 'SERVICES OFFERED BY RESPONDENT PROJECT SCENARIOS PRICING FINANCING OPTIONS ABILITY TO PERFORM WARRANTIES CUSTOMER SERVICE ADDITONAL SERVCES M&V CAPABILITIES FIRM INFORMATION RELEVANT EXPERIENCE PARAMOUNT OBJECTIONS OFFER AND ACCEPTANCE FORM AMENDMENT ACKNOWLEDGMENTS CITY OF TUCSON RFP 161436 - COPY ' Please note that this response provides the basic economic terms on which McKinstry would be willing to perform the scope of services outlined here. This response does not cover alt of the terms and conditions relevant to a definitive agreement about these services. Nothing in this response approves legal terms such as warranties, indemnification, insurance requirements, and limitations of liability, even /f those terms were included in the request for proposal. The details of those terms must be negotiated by the parties and set forth in a definitive agreement with respect to McKinstry’s services. CITY OF TUCSON | ENERGY PERFORMANCE CONTRACTING RFP NO. 161 CONTENTS 436 | MAY 17, 2016 Form: 1 Services Offered by Respondent ..m1 Services Offered by Respondent | Instructions: Fill out Respondent name in cell B20 below. Review each of the 5 tabs. If respondent can and | will offer a service offered under a given category represented on a tab, select "yes" from the dropdown. "Yes" is the only option. So if the Respondent will not offer a service, do not select anything. Due to the - fact this may be a multiple-award contract, it is recommended that respondents offer services based on their firm’s core strengths. | A Respondent may choose to offer any individual service or any combination of services, with the exception _ of Third Party Measurement and Verification (M&V). While any firm may measure and verify the : performance of their services and projects, official Third Party M&V services must stand alone and cannot | be offered in conjunction with other services. |Respondant/Company Name | McKinstry Essention, LLC | an Analytical ASHRAE Level 1 Energy Audit (equivalent) Yes ASHRAE Level 2 Energy Audit (equivalent) Yes ASHRAE Level 3 Energy Audit (equivalent) Yes Code analysis Commissioning Yes Energy Modeling Yes Energy Monitoring and Analysis Yes Engineering Assessments Yes Equipment condition assessments Yes Facility Condition Assessments Yes Life cycle cost analyses Yes Monitoring systems optimization and upgrades Yes Permitting analysis Real time interval data/telemetry Yes Retro-commissioning Yes Schematic Design Yes Space allocation analyses Staff Awareness Survey Yes Standard Measurement and Verification* Yes Sub Metering Yes Utility Rate Audits Yes * As opposed to official 3rd party M&V Official 3rd Party Measurement and Verification Provide Measurement and Verification Services in accordance with the International Performance Measurement & Verification Protocol (IPMVP) Corroboration of guaranteed savings Demand Reduction Advanced metering and meter reading - AMR, AMI Yes Battery energy storage systems Yes Biogas utilization Yes Bioreactors Building automation and controls Yes Buildings Yes Cogeneration and combined heat and power plants/upgrades Yes Controls systems repair Yes Cool roofs Yes Cooling tower optimization Yes Cooling towers Yes Curtailment Yes Deferred maintenance (energy/water related) Yes Deferred maintenance (Ex. Leak detection & repair, emitter repair, adjustment, etc) District Energy Systems Yes Duct leak repair Yes Dust mitigation Efficient driver training Efficient interior water fixtures (ex. Flush valves, toilets, aerators, shower heads, etc) Yes Electric Vehicle Fleets Yes Energy Recovery Yes Envelope modernization Yes Fault Detection Diagnostics Yes - [Fleet Modernization Yes Electrical Generation facilities (turbine engine, gas engine, etc.) Yes Gray water system design and installation (active and/or passive systems) Yes Heating Ventilation and Air Conditioning Yes Idle reduction programs and hardware Yes Insulation - buildings Yes Irrigation optimization and leak detection Yes Irrigation controls technology Yes Landfill gas utilization Yes Landscape maintenance best practices (for water efficiency) Yes Large scale energy storage Yes Large scale solar Yes Lighting - interior Yes Lighting - site Yes Like-for-like equipment replacement (efficiency upgrade) Yes Electric motor efficiency and optimization Yes Monitoring systems optimization and upgrades Yes Municipal water systems Yes Natural gas transport bypass Non like-for-like upgrades - HVAC re-engineering Yes On site fuel blending - biogass and biodiesel - renewable identification numbers Pump management Yes Pumped water energy storage systems Yes Rain & storm water harvesting installation (active and/or passive systems) Yes Real time interval data/telemetry Yes Retro-commissioning Yes Roof cooling Yes Shading - buildings Yes Small engines mitigation - landscape equipment, compactors, etc. Sub-metering Yes System modification or re-engineering Yes Thermal energy storage systems Yes Toilet flushing Yes Turf mitigation Yes Turf replacement with artificial or alternative equivalent Yes Vehicle replacement Yes Vehicle washing Yes Waste gasification/incineration Yes Waste to energy Yes Water systems efficiency upgrades Yes Weatherization leak repair (caulking, door sweeps, etc.) Yes Windows Yes Supply Management and Energy Purchasing Energy/fuel purchasing consulting/brokerage as needed Hedging energy costs Liquid fuel purchasing Natural gas purchasing Other Yes Power purchase agreements Yes