MidState Agreement (Updated 6/7/21)

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MIDSTATE ENERGY, L.L.C.
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
Midstate Energy, L.L.C., a(n) Arizona limited liability company authorized to do business in Arizona
Contractor"), collectively, the " Parties."
RECITALS
A.       On May 19, 2017
under
1 Goverment
Procurement
Alliance, , the Pinal County ESA. Mary C.
O'Brien entered into a contract with Contractor to purchase the goods and services described
in
the Energy Performance
Contracting
Services, 
Contract
No. 17- 12P- 03, ("
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 May 19, 2017, until the date the contract expires on May 18, 2018 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 May 18, 2022. The initial period of this Agreement, therefore, is the period
from the Effective Date of this Agreement until May 18, 2019. The City may renew the term
1/
2/ 2020
June    21
C21-0505
8th

of this Agreement for ( 1) one year until the Cooperative Purchasing Agreement expires on
May 18, 2022.
2.
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.
3.
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 annually or thirty two thousand four hundred dollars
32,400) for the entire term of the Agreement (initial term plus any renewals).
4.
Cancellation. 
This Agreement may be cancelled
pursuant
to A.R.S. § 38- 511.
5.
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.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.
7.
E- verify.    Contractor
complies
with
A.R.S.  §  
23- 214 and agrees to comply with the
requirements of A.R.S. 5 41- 4401.
8.
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.
9.
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.
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4/ 29/ 2021

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 Michelle
Woytenko
6210 W. Myrtle Avenue, Suite 111
Glendale, Arizona
85301
And
Midstate Energy, L.L.C.
1850 East Riverview
Drive
Phoenix, Arizona
85304
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
set forth above.
City"     
Contractor"
City of Glendale,
an Arizona
Midstate Energy, L.L.C..,
municipal
corporation
an Arizona limited liability company
By: 
By: 
Kevin R. Phelps
Name: Ron Stalica
City Manager
Title:   VP Business
Development
ATTEST:
Julie K. Bower
SEAL)
City Clerk
APPROVED
AS TO FORM:
Michael D, Bailey
City Attorney
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4/
29/
2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE,
ARIZONA
AND
MIDSTATE
ENERGY, L.L.C.
EXHIBIT
A
THE PINAL COUNTY EDUCATION SERVICE AGENCY'S MARY C. O'BRIEN
CONTRACT
NO. 17- 12P- 03
ENERGY PERFORMANCE
CONTRACTING SERVICES)
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4/ 29/ 2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE,
ARIZONA
AND
MIDSTATE ENERGY, L.L.C.
EXHIBIT B
Scope of Work
PROJECT
Contractor will provide Energy Performance Contracting Services. The base project will include
mechanical, electrical and lighting improvements at City of Glendale facilities on an as- needed basis.
The Contract will also include planning, engineering, budgeting, design, construction, project
management, with guaranteed energy and operational savings.
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4/ 29/ 2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MIDSTATE
ENERGY, L.L.C.
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
The 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$ 32, 400 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 1 Government
Procurement Affiance Contract No. 17- 12P- 03, for Energy Performance Contracting Services for
City Glendale facilities on an as- needed basis.
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