Amendment No 1 to Agreement with Midstate Energy LLC

AMENDMENT NO. 1
CONSTRUCTION AGREEMENT WITH MIDSTATE ENERGY, LLC
(CITY OF GLENDALE, Contract No. C23-0993)

This Amendment No. 1 (“Amendment”) to the construction agreement (“Agreement”) is made this

day of , 2024, (“Effective Date”), by and between the City of Glendale, an Arizona

municipal corporation (“City”) and Veregy West, LLC, once known as Midstate Energy, LLC, an
Arizona limited liability company, authorized to do business in Arizona (“Contractor”).

RECITALS

City and Midstate Energy, LLC (“Contractor”) previously entered into a construction agreement,
Contract No. C23-0999, dated September 26, 2023 (“Agreement”); and

On May 18, 2023, Contractor filed a Trade Name application with the Arizona Corporation
Commission to conduct business as Veregy West, LLC. A similar certification documenting
Veregy West, LLC FKA Midstate Energy, L.L.C. was filed with the Internal Revenue Service on
June 1, 2023; and

City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree
as follows:

1.

Recitals. The recitals set forth above are not merely recitals but form an integral part of this
Amendment.

Term. The term of the Agreement is extended for a one-year period from September 26,
2024, through September 25, 2025. The term may be extended for three (3) additional one-
year periods upon mutual agreement of the parties. The City shall notify Contractor 30 days
in advance of its intent to extend the term and Contractor shall provide its consent, if any,
ptior to the expiration of the then-current term of this Agreement. All other provisions of
the Agreement except as set forth in this Amendment shall remain in their entirety.

Scope of Work. The Scope of Work is being amended to include the activities and tasks
contained in Exhibit A.

Compensation. The compensation is increased by $6,387,437, resulting in a maximum
compensation amount available under this Agreement of $8,380,000.

Insurance Certificate. The current certificate will expire on January 31, 2025. A new

insurance certificate must be provided prior to this date to the Materials Manager and the
Contract Administrator in order for this Agreement to remain in effect.

05/10/2023

10.

Non-disctimination. 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.

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.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not
currently, and during the term of this Agreement, will not use:

(a) the forced labor of ethnic Uyghurs in the People’s Republic of China,

(b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

() any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China.

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.

Assignment and Ratification of Agreement. City and Contractor hereby agree that Veregy
West, LLC shall be substituted for, shall comply with all terms and conditions, shall perform
all requirements and obligations the provisions of the Agreement and shall enjoy all rights and
benefits conferred on Contractor under this Agreement, including the assignment of payment
for any outstanding purchases or orders. This Agreement shall remain in full force and effect
and that if any provision of this Amendment conflicts with the Agreement, then the provisions
of this Amendment shall prevail.

[Signatures on the following page.]

05/10/2023

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

ATTEST:

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

Veregy West, LLC

an Arizona limited liability company
3800 N Central Avenue, Suite 460
Phoenix, AZ 85012

pute, Hall,

By: Jonathan Woods
Its: _ VP, National Operations

05/10/2023

EXHIBIT A

SCOPE OF WORK

The scope of work is being amended to include the following.

1. Substantial upgrades to aging lights, controls, mechanical, and electrical systems as well as
SES and pole foundation replacements at various City facilities and parks.
a. Grand Canal Linear Park

i.

Demo (7) existing direct-buried solar-powered single-head pole lights, (38)
existing single-head pole lights, (1) existing double-head pole light, (111)
existing single-heads with poles to remain as-is, (1) existing double-heads
with poles to remain as-is, and (27) concrete-mounted tunnel light fixtures.
Furnish & install (7) new concrete bases and 20’ poles to re-install existing
solar-powered light fixtures and panels.

iii, Furnish & install (1) new 30’ single-head pole light.

iv. Furnish & install (1) new 30’ double-head pole light.

v. Furnish & install (40) new 25’ single-head pole lights.

vi. Furnish & install (111) single-head light fixtures on existing poles, and (1)
double-head light fixtures on existing poles.

vii. Furnish & install (27) new wall pack light fixtures in tunnels & under bridges.
viii. Furnish & install (37) new bolt covers to replace rusted out bolt covers.
b. O’Neil Park
i. Remove & Replace existing SES with new 600A SES in same location.

ii, Demo (4) existing dual-headed light fixtures at basketball courts (Heads
Only, Poles to remain as-is).

iii, Demo (3) existing direct-buried single-head pole lights, (4) existing direct-
buried double-head pole lights, (2) concrete bases only (at light fixtures 5 & 6
— fixtures to be saved to reinstall on new bases), demo (10) existing concrete
base and single-head pole lights, demo (3) existing concrete base and dual-
head pole lights.

iv. Install (4) new light fixture heads on existing poles at basketball court.

v. Re-Install (2) existing pole lights onto new concrete bases near
soccer/ football field.

vi. Furnish & install (2) direct-buried single-head pole lights at volleyball court

with cut-in button for sand sprinkler, (7) 25’ double-head pole lights with
new bases, and (11) 20’ single-head pole lights with new bases.

c. Northern Horizon Park

1.

iv.

Demo (14) existing single-head pole lights, (25) existing single-heads with
poles to remain as-is, and (4) existing double-heads with poles to remain as-
is.

Furnish & install (4) new 15’ single-head pole lights onto existing base.
Furnish & install (10) new 25’ single-head pole lights onto existing base.
Furnish & install (29) single-head light fixtures on existing pole.

d. Lions Park

i,

Install (4) new light poles in locations determined by City of Glendale.

on

ii. Intercept existing circuitry, trench and install conduit & wire to tie in new
light poles. All existing conduit and wire assumed to be in good working
order/condition.

iii. Excavation and backfill as specifically required for electrical raceway systems.

iv. Demo (3) existing direct-buried single-head pole lights

v. Furnish & install (4) 25’ single-head pole lights with new bases, and (2) 20°

single-head pole lights with new bases.

2 ait-cooled chillers at the Main Library: 2 140-ton air cooled chiller, new chilled water
pump, connections, piping, and insulation, electrical connect & disconnect, controls connect
& disconnect, controls integration, gauges, thermometers, valves. 20’ x 40’ chiller yard
extension to consist of 16’ tall CMU block with 6” steel lintel; tree removal, 2 18” thick
conctete chiller pads; chiller disconnect removal and disposal of old chiller, cooling tower
disconnect removal and disposal, condenser water pump disconnects, removal and disposal.

New SES at Main Library: (1) 2500A-3P-480V SES to include demo and removal of existing
SES; new chiller, pumps and AHU switchboard, removal of existing MCC.

New Air Handling Units at Main Library: 3 new VAV AHUs, demo and remove existing,
includes integration with automation.

New VAVs at Main Library: 42 new VAV fan powered boxes with electric reheat, 42 new
30A disconnect switches, electrical disconnect & reconnect, integrate with automation.

Owner’s Contingency will provide the opportunity to address project-related items that the
City of Glendale deems necessary for successful project completion.