Supporting Document (a96d8430...)

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Item 2
CITY COUNCIl
REPORT
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Meeting Date: 
March 24,2026
General Plan Element: 
Public Service and Faciiities
General Plan Goal: 
Efficientiy p/an & manage infrastructure and faciiities
ACTION
Use of a Cooperative Agreement (Mohave) with Midstate Mechanicai. Adopt Resolution 
No. 13611 authorizing Contract 2026-032-COS for mechanical and plumbing services, in an 
amount not to exceed an already budgeted $2,000,000. The ultimate term date of the contract 
is 09/05/2026 with the possibility of up to three (3) additional terms of one (1) year each.
BACKGROUND
Midstate Mechanical is an HVAC company that the city has used before with mechanical, 
electrical, and plumbing projects. The purpose of this action is to enter Into a contract with 
Midstate Mechanical for mechanical and plumbing projects throughout the City.
The City of Scottsdale and the contractor are wanting to enter into a contract for mechanical 
services, that would allow the contractor to do work for the City using the predetermined 
pricing listed in the Mohave Cooperative Agreement for up to $2,000,000 per term. These 
monies would be monies that are already budgeted, no additional budget money is being 
requested with this Contract.
The first term of the City of Scottsdale agreement (2026-032-COS) will begin as of the effective 
date and end September 5,2026, with the possibility of 3 additional 1 year terms.
IMPACT ANALYSIS
The City has previously used these contractors for various projects throughout the City, and by 
adding this job Order Contract, it will allow the City of Scottsdale to have a vendor with set 
pricing available to use instead of being forced to look for one to use. Additionally, using the 
job Order contract will aid in the process for getting projects started and going more efficiently 
due to having a contractor to reach out to for bids, availability, etc.
Available Funding
Authorization of this contract commits no new funding. Any money that is going to be used for 
projects using this job Order Contract will be monies that are already budgeted and available. 
No additional money is being requested with this contract.
Action Taken.
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City Council Report | |ob Order Contract with GCON, Inc.
OPTIONS & STAFF RECOMMENDATION
Recommended Approach
Adopt Resolution No. 13611 authorizing Contract number 2026-032-COS, for mechanical and 
plumbing services \vith Midstate Mechanical for various projects throughout the City trades in 
an amount not to exceed $2,000,000 of already budgeted monies per contract term.
Proposed Next Steps
Upon council approval, staff will move forward with using Midstate Mechanical on mechanical 
and plumbing projects for the City.
RESPONSIBLE DEPARTMENT(S)
Facilities Management
STAFF CONTACTS (S)
Robert Franklin, Facilities Service Area Manager, RFranklin(5)scottsdaleaz.gov
APPROVED BY
Facilities
Steve Denning, Facilities D|p6ty Director 
(480) 312-5756. sdenning@scottsdaleaz.gov
3 / tt> / ixoaio
Date
Jeff Walther, Assistant City Manager 
(480) 312-7954. iwalther@scottsdaleaz.gov
3/in/?6 10:43 M5T
Date
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City Council Report | Job Order Contract with GCON, Inc.
ATTACHMENTS
1. Resolution 13611
2. Contract 2026-032-COS
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RESOLUTION NO. 13611
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE, MARICOPA COUNTY, 
ARIZONA, AUTHORIZING CONTRACT NO. 2026-032-COS, A CONTRACT FOR MATERIALS 
OR SERVICES PURSUANT TO CONTRACT ISSUED BY OTHER GOVERNMENTAL 
AGENCY WITH MIDSTATE MECHANICAL, LLC FOR JOB ORDER CONTRACTING FOR 
VARIOUS CONSTRUCTION TRADES IN AN AMOUNT NOT TO EXCEED $2,000,000.
WHEREAS, the City is authorized by Scottsdale Revised Code, Article IV, Division 4, 
Section 2-191 to enter into contracts for the procurement of materials and services pursuant to 
specifications, solicitations, or contracts issued by other governmental agencies; and
WHEREAS, Midstate Mechanical, LLC, an Arizona limited liability company, has entered 
into a contract with another governmental agency, namely Mohave Educational Services 
Cooperative, Inc., a purchasing cooperative, and bearing contract number 24B-MM1-0905 (the 
“Originating Contract”);
WHEREAS, the City and Midstate Mechanical, LLC desire to enter into a contract for 
materials or services subject to the same terms, conditions, specifications, and requirements 
outlined in the Originating Contract, except as expressly modified by Contract No. 2026-032-COS 
(the “Contract”'); and
WHEREAS, the initial term of the Contract ends September 5, 2026, with the option for 
three (3) additional one (1) year term extension, in an amount not to exceed $2,000,000 per term.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale, 
Maricopa County, Arizona, as follows:
Section 1. The Mayor is hereby authorized and directed to execute, on behalf of the City, 
Contract No. 2026-032-COS, a Contract for Materials or Services Pursuant to Contract Issued 
by Other Governmental Agency with Midstate Mechanical, LLC for Job Order Contracting for 
Various Construction Trades.
Section 2. The City Manager or designee is hereby authorized to execute such other 
documents and take such other actions as necessary to carry out the intent of this Resolution.
PASSED AND ADOPTED by the Council of the City of Scottsdale this_____day of
______________  2026.
ATTEST:
CITY OF SCOTTSDALE 
an Arizona municipal corporation
Ben Lane, City Clerk
Lisa Borowsky, Mayor
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Luis E. Santaella, Interim City Attorney 
By: Lydia Tulin, Assistant City Attorney
18961994
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ATTACHMENT 1
Resolution No. 13611

Scottsdale No. 2026-032-COS 
Contract #26GV3036
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CITY OF SCOTTSDALE
CONTRACT FOR MATERIALS OR SERVICES PURSUANT TO CONTRACT ISSUED BY
OTHER GOVERNMENTAL AGENCY
CONTRACT NO. 2026-032^COS
Job Order Contracting for Various Construction Trades
This Agreement for Materials or Services Pursuant to Contract issued by Other Governmental
Agency (“Agreement”) is entered into this_____day of________________, 2026 (“Effective
Date”), between the City of Scottsdale, an Arizona municipal corporation (the “City”), and Midstate 
Mechanical, LLC, an Arizona limited liability company (the “Contractor”). For purposes of this 
Agreement, the City and Contractor may be referred to individually as a “Party” and collectively 
as the “Parties”.
RECITALS
A. 
The City’s Purchasing Director is authorized by Scottsdale Revised Code, Article IV, 
Division 4, Section 2-191 to enter into contracts on behalf of the City for the procurement 
of materials and services pursuant to specifications, solicitations, or contracts issued by 
other governmental agencies.
B. 
Contractor has entered into a contract with another governmental agency, namely Mohave 
Educational Services Cooperative, Inc. (the “Originating Agency”) bearing contract 
number 24B-MMI-0905 (the "Originating Contract”).
C. 
The City and Contractor desire to enter into a contract for materials or services subject to 
the same terms, conditions, specifications, and requirements outlined in the Originating 
Contract, except as expressly rnodified by this Agreement
FOR AND IN CONSIDERATION of the mutual promises and covenants contained herein, and for 
other good and valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the Parties agree as follows:
1. INCORPORATION
1.1. 
incorporation of Recitals. The Recitals set forth above are incorporated into and 
made a part of this Agreement.
1.2. 
Incorporation of Originating Contract Except as expressly modified by this 
Agreement, the Originating Contract and all attachments, exhibits, addenda, 
schedules, amendments, modifications, extensions, and renewals thereto are
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ATTACHMENT 2
Contract No. 2026-032-COS
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2.
Scottsdale No. 2G26-032-COS 
Contract # 26GV3036
incorporated into and made a part of this Agreement as though set forth fully 
herein. Such incorporation shall include any requests or solicitations issued by the 
Originating Agency in connection with the Originating Contract, and any proposals 
or similar responsive documents submitted by Contractor in response thereto, 
regardless of whether any such documents were incorporated into the Originating 
Contract. If any provision of this Agreement conflicts with any provision of the 
Originating Contract or any documents incorporated pursuant to this paragraph, 
the provisions of this Agreement shall control.
1.3. 
Substitution. All references in the Originating Contract to the Originating Agency
shall be construed to mean the City. To the extent possible, all references to the 
ordinances or other similar legislative enactments of the Originating Agency shall 
be construed to mean the Scottsdale Revised Code, and all references to specific 
provisions of any such ordinance or enactment shall be construed to mean the 
closest equivalent provision of the Scottsdale Revised Code.
SCOPE OF SERVICES
2.1. Scope of Services. The scope of services will be as detailed in the Originating 
Contract.
3. 
PRICING
3.1. 
Pricing. The pricing will be as detailed in the Originating Contract.
4. 
TERM
4.1. 
Term and Renewal. The initial term of this Agreement shall commence on the 
Effective Date and end on September 5, 2G26. The Effective Date shall be the 
date specified in this Contract on which the Contract becomes effective, but if no 
date is specified, the date on which the City executes this Contract.
The Parties may agree to renew and extend this Agreement for up to three (3) 
additional terms of one (1) year each, subject to the same terms and conditions 
outlined herein. A contract modification will be processed for each extension. 
Each extension must be authorized by the Contract Administrator and Purchasing 
Director fpr the City and need not return to the City’s Council for approval.
5. 
CONTRACT ADMINISTRATOR
5.1. 
Contract Administrator. The “Contract Administrator” for the City is Tom McNeil. 
The Contract Administrator will serve as Contractor's primary point of contact with 
the City, monitor Contractor’s performance, review and approve invoices, establish 
delivery schedules, and in conjunction with Purchasing ensure Certificates of 
Insurance are current, conform to the requirements of this Agreement, and are in
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6.
Scottsdale No. 2026-032-COS 
Contract #26GV3036
the City’s possession. Contractor will direct any reports and/or special requests to 
the Contract Administrator.
PAYMENTS
6.1. Payment Terms. Payment is due no later than twenty-five (25) days after the 
Contract Administrator’s approval of any invoice. In no event will the City issue 
payment prior to receipt of an original, approved form of invoice containing 
accurate invoice and reference numbers. The City will not be liable for any delays 
in payment caused by Contractor’s failure to timely submit invoices. Contractor 
shall send an electronic copy of all invoices to the Contract Administrator for 
approval. Upon approval, all invoices shall be sent to the City at the following 
address:
City of Scottsdale 
Accounts Payable
7447 E. Indian School Road, Suite 210 
Scottsdale, Arjzona 85251-4468
7. NOTICES
7.1.
Notices. All notices, requests, demands, consents, approvals, and other 
communications which may be or are required to be served or given under this 
Agreement, shall be in writing and hand delivered or sent by registered or certified 
United States mail, return receipt requested, postage prepaid, addressed to the 
Party or Parties, as follows:
If to City:
Copy to:
If to Contractor:
City of Scottsdale 
Attn: Facilities Department 
9191 E San Salvador Dr. 
Scottsdale, AZ 85258
City of Scottsdale 
Attn: City Attorney 
3939 N. Drinkwater Blvd. 
Scottsdale, AZ 85251
Midstate Mechanical, LLC 
1900 E Riverview Drive 
Phoenix. AZ 85034 
Attn: Rick Wagner
.L
8.
If hand delivered. Notices are deemed received on the date delivered. If delivered 
by certified or registered mail. Notices are deemed received on the date indicated 
on the receipt. Notice by facsimile or electronic mail is riot adequate notice.
INSURANCE
8.1. Getieral. Contractor agrees to comply with all applicable City ordinances and state 
and federal laws and regulations. Without limiting any obligations or liabilities of 
Contractor, Contractor must purchase and maintain, at its own expense, this
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Agreement’s stipulated minimum insurance with insurance companies properly 
licensed by the State of Arizona (admitted insurer) with an AM Best, Inc. rating of 
B ++ 6 or above or an equivalent qualified unlicensed insurer by the State of 
Arizona (non-admitted insurer) with policies and forms satisfactory to the City. 
Failure to maintain insurance as specified may result in termination of this 
Agreement at the City’s option.
8.2. 
Certificates of Insurance. A current Acord Certificate is acceptable. Failure to 
provide an appropriate Certificate of Insurance will result in rejection of your 
certificate, delay in Agreement execution, and/or termination of Agreement. 
Additionally, Certificates of Insurance submitted without referencing a Contract 
number may be subject to rejection and returned or discarded.
8.3. 
No Representation of Coverage Adequacy. By requiring the insurance stated 
in this Agreement, the City does not represent that coverage and limits will be 
adequate to protect Contractor. The City reserves the right to review any and all 
of the insurance policies and/or endorsements required by in this Agreement but 
has no obligation to do so. Failure to demand any evidence of full compliance with 
the insurance requirements stated in this Agreement or failure to identify any 
insurance deficiency does not relieve Contractor from, nor may it be construed or 
considered a waiver of. Contractor’s obligation to maintain the required insurance 
at all times during the performance of this Agreement.
8.4. 
Coverage Term. All insurance required by this Agreement must be maintained in 
full force and effect until all work or services required to be performed under the 
terms of this Agreement are satisfactorily performed, completed, and formally 
accepted by the City, unless otherwise specified in this Agreement.
8.5. 
Claims Made. In the event any insurance policies required by this Agreement are 
written on a “claims made” basis, coverage shall continue uninterrupted throughout 
the term of this Agreement by keeping coverage in force using the effective date 
of this Agreement as the retroactive date on all “claims made” policies. The 
retroactive date for exclusion of claims must be on or before the effective date of 
this Agreement and can never be after the effective date of this Agreement. Upon 
completion or termination of this Agreement, the “claims made” coverage shall be 
extended for an additional three (3) years using the original retroactive date, either 
through purchasing an extended reporting option, or by continued renewal of the 
original insurance policies. Submission of annual Certificates of Insurance, citing 
the applicable coverages and provisions specified herein, shall continue for three 
(3) years past the completion or termination of this Agreement.
8.6. 
Policy Deductibles and/or Self-Insured Retentions. The policies stated in these 
requirements may provide coverage which contains deductibles or self-insured 
retention amounts. Any deductibles or self-insured retention are not applicable to 
the policy limits provided to the City. Contractor is solely responsible for any 
deductible or self-insured retention amount. The City, at its option, may require 
Contractor to secure payment of any deductible or self-insured retention by a 
surety bond or irrevocable and unconditional Letter of Credit. Any self-insured 
retentions and deductibles must be declared to and approved by the City. If not 
approved, the City may require that the insurer reduce or eliminate any self-insured
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Scottsdale No. 2026-032-GOS 
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retentions with respect to the City, its officers, officials, agents, employees, and 
volunteers.
8.7. 
Use of Sub-Contractors. If any work under this Agreement is subcontracted in 
any way. Contractor must execute a written agreement with Subcontractor 
containing the same Indemnification Clause and Insurance Requirements stated 
in this Agreement protecting the City and Contractor. Contractor will be 
responsible for executing the agreement with Subcontractor and obtaining 
Certificates of Insurance verifying the insurance requirements.
8.8. 
Evidence of insurance and Requirement Endorsements. Before beginning any 
work or services under this Agreement, Contractor must furnish the City with 
Certificate(s) of Insurance, or formal endorsements as required by this Agreement, 
issued by Contractor’s lnsurer(s) as evidence that policies are placed with 
acceptable insurers as specified in this Agreement and provide the required 
coverage, conditions, and limits of coverage and that any coverage and provisions 
are in full force and effect. If a Certificate of Insurance is submitted as verification 
of coverage, the City will reasonably rely upon the Certificate of Insurance as 
evidence of coverage, but any acceptance and reliance will not waive or alter in 
any way the insurance requirements or obligations of this agreement. If any of the 
required policies of insurance expire during the life of this Agreement, it will be 
Contractor’s responsibility to forward renewal Certificates within ten (10) days after 
the renewal date containing all the aforementioned insurance provisions.
Certificates will specifically cite the following provisions endorsed to the
Contractor’s policy:
8.8.1. The City of Scottsdale, its agents, representatives, officers, directors, 
officials and employees must be named as Additional Insured under the 
following policies:
a. 
Commercial General Liability
b. 
Auto Liability
c. 
Excess Liability - Follow Form to underlying insurance as required.
8.8.2. Contractor’s insurance must be primary insurance as respects 
performance of subject contract.
8.8.3. All policies must waive rights of recovery (subrogation) against the City, its 
agents, representatives, officers, directors, officials, and employees for any 
claims arising out of work or services performed by Contractor under this 
Agreement.
8.8.4. If the Contractor receives notice that any of the required policies of 
insurance are materially reduced or cancelled, it will be Contractor’s 
responsibility to provide prompt notice of same to the City, unless such 
coverage is immediately replaced with similar policies.
8.9. 
Commercial General Liability. Contractor must maintain “occurrence” form 
Commercial General Liability insurance with a limit of not less than $1,000,000 for 
each occurrence, $2,000,000 Products and Completed Operations Annual
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Scottsdale No. 2026-032-COS 
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Aggregate, and a $2,000,000 General Aggregate Limit. The policy must cover 
liability arising from premises, operations, independent contractors, products- 
completed operations, personal injury, and advertising injury. If any excess 
insurance is utilized to fulfill the requirements of this paragraph, the excess 
insurance must be “follow form” equal or broader in coverage scope than the 
underlying insurance.
8.10. Auto Liability. If any vehicle is used in the performance of the Scope of Work that 
is the subject of this contract the Contractor must maintain Business Automobile 
Liability insurance with a limit of $1,000,000 each accident on the Contractor’s 
owned, hired, and non-owned vehicles assigned to or used in the performance of 
the Contractor’s work or services under this Agreement. If any excess insurance 
is utilized to fulfill the requirements of this paragraph, the excess insurance must 
be “follow form” equal or broader In coverage scope than the underlying insurance.
8.11. VVorkers’ Compensation Insurance. Contractor must maintain Workers’ 
Compensation insurance to cover obligations imposed by federal and State 
statutes applicable to Contractor’s employees engaged in the performance of work 
or services under this Agreement, and must also maintain Employers’ Liability 
Insurance of not less than $100,000 for each accident, $100,000 disease for each 
employee, and $500,000 disease policy limit. If Contractor is a sole proprietor or 
a single member limited liability company with no employees, and has elected not 
to purchase Workers’ Compensation Insurance, a completed and signed Workers’ 
Compensation Waiver Form will substitute for this insurance requirement.
9. 
INDEMNIFICATION
9.1. 
Indemnification. To the fullest extent permitted by law, Contractor, its 
successors, assigns, and guarantors must defend, indemnify, and hold harrhiess 
the City, its agents, representatives, officers, directors, officials, and employees 
from and against all allegations, demands, proceedings, suits, actions, claims, 
damages, losses, expenses, including but not limited to, attorney fees, court costs, 
and the cost of appellate proceedings, and all claim adjusting and handling 
expenses, related to, arising from or out of, or resulting from, any act or omission, 
negligence, recklessness, or intentional wrongful conduct by Contractor in the 
performance of this Agreement including but not limited to, any Subcontractor or 
anyone directly or indirectly employed by any of them or anyone for whose acts 
any of them may be liable and any injury or damages claimed by any of 
Contractor’s and Subcontractor’s employees. This indemnity obligation does not 
apply to, and Contractor shall be held harmless from and against all suits, 
demands, or claims related to, the sole negligence of the City, its agents, 
representatives, officers, directors, officials, and employees.
10. 
MISCELLANEOUS
10.1. 
Conflict of Interest. Pursuant to A.R.S. § 38-511, as amended, the City may 
cancel any contract or agreement, without penalty or obligation, if any person 
significantly involved in initiating, negotiating, securing, drafting, or creating the 
contract on behalf of the City’s departments or agencies is, at any time while the 
contract or any extension of the contract is in effect, an employee of any other
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10.2.
10.3.
10.4.
Scottsdale No. 2026-032-COS 
Contract #26GV3036
party to the contract in any capacity or a contractor to any other party to the 
contract with respect to the contract's subject matter. The cancellation will be 
effective when all other parties to the contract receive the City’s written notice 
unless the notice specifies a later time.
Funds Appropriation. If the City Council does not appropriate funds to continue 
this Agreement, the City may terminate this Agreement at the end of the current 
fiscal period. The City agrees to give written notice of termination to Contractor 
at least thirty (30) days before the end of its current fiscal period and will pay to 
Contractor all approved charges incurred through the end of that period.
Modifications and Change Orders. This Agreement may not be changed, 
altered, or amended in any way except as consistent with the City of Scottsdale 
Procurement Code, as amended.
Assignment. This Agreement may not be assigned or sublet in whole or in part 
without first obtaining the written consent of the Purchasing Director and Contract 
Administrator.
10.5. 
Immigration Law Compliance. Under the provisions of A.R.S. §41-4401, 
Contractor warrants to the City that Contractor and aii its subcontractors will 
comply with aii federai immigration laws and regulations that relate to their 
employees and that Contractor and all its subcontractors now comply with the E- 
Verify Program under A.R.S. §23-214(A).
A breach of this warranty by Contractor or any of its subcontractors will be 
considered a material breach of this Agreement arid may subject Contractor or 
Subcontractor to penalties up to and inciuding termination of this Agreement or 
any subcontract. Contractor will take appropriate steps to assure that ail 
subcontractors comply with the requirements of the E-Verify Program. 
Contractor’s failure to assure compliance by aii its subcontractors with the E-Verify 
Program may be considered a material breach of this Agreement by the City.
The City retains the legal right to inspect the papers of any employee of Contractor 
or any subcontractor who works on this Agreement to ensure that Contractor or 
any subcontractor is complying with the warranty given above.
The City may conduct random verification of the employment records of Contractor 
arid any of its subcontractors to ensure compliance with this warranty. Contractor 
agrees to indemnify, defend, and hold the City harmless for, from, and against all 
losses and liabilities arising from any and all violations of these statutes.
10.6. 
No Preferential Treatment dr Discrimination. In accordance with the provisions 
of Article II, Section 36 of the Arizona Constitution, the City wili not grant 
preferential treatment to, or discriminate against, any individual or group on the 
basis of race, sex, color, ethnicity, or national origin.
For the duration of this Agreement, Contractor represents and warrants it will 
comply with all applicable local, state and federal laws governing equal
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employment opportunities, or prohibiting employment or other discrimination 
based on any protected characteristic including but not limited to actual or 
perceived race, color, religion, sex, age, disability, national origin, sexual 
orientation, gender identity, or U.S. military status. City of Scottsdale Revised 
Code, Chapter 15 mandates contractor compliance with the policies contained 
therein. Contractor agrees that any violation of provision on the part of Contractor, 
its employees, agents or assigns will constitute a material breach of this 
Agreement.
10.7. Israel Boycott Prohibition. By executing this Agreement, Contractor certifies that 
it is not currently engaged in and will not for the duration of this Agreement erigage 
in boycott activity proscribed by A.R.S. § 35-393, et seq, as amended.
10.8. Forced Labor Prohibition. Pursuant to A.R.S. § 35-394, as amended. Contractor 
warrants and certifies that it does not currently, and agrees for the duration of this 
Agreement that it 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.
c. 
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.
If Contractor beconnes aware during the term of this Contract that Contractor is not 
in compliance with this Article, Contractor shall notify the City within five (5) 
business days after becoming aware of the noncompliance. Failure of Contractor 
to provide a written certification that Contractor has remedied the noncompliance 
within one hundred eighty (180) days after notifying the City of its noncompliance 
will result in automatic termination of this Contract, unless an earlier contract 
termination, cancellation, or expiration date applies.
10.9. Advertising. No advertising or publicity concerning the City using Contractor’s 
services shall be undertaken without pripr written approval of such advertising or 
publicity by the Contract Administrator and the City Attorney.
10.10. No Donations Allowed. To avoid the appearance of impropriety. Contractor shall 
not make any donation to the City of any goods or services during the term of this 
Agreement, unless it has specifically been approved by the City Manager or 
designee.
10.11. Arizona Law; Venue. This Agreement and the Originating Contract will be 
considered to be made under and will be construed in accordance with and 
governed by the laws of the State of Arizona without regard to the conflicts or 
choice of law provisions. Any action to enforce any provision of this Agreement, 
the Originating Contract, or to obtain ariy remedy with respect to this Agreement 
or the Originating Contract shall be brought In the Superior Court of Maricopa 
County, Arizona, and for this purpose, each party expressly and Irrevocably
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consents to the jurisdiction and venue of that Court and waives the right to have 
such action removed to Federal District Court..
10.12. Severability. If any provision of this Agreement or the Originating Contract or their 
application to any person or circumstance is invalid, illegal or unenforceable to any 
extent, the remainder of the Agreement and Originating Contract and the 
application of the Agreements wiil not be affected and will be enforceable to the 
fullest extent permitted by law. In accordance with the provisions of A.R.S. § 41- 
194.01, as amended, shouid the Attorney General give notice to the City that any 
provision of this Agreement violates state law or the Arizona Constitution, or that it 
may violate a state statute or the Arizona Constitution, and the Attorney General 
submits the offending provision to the Arizona Supreme Court, the offending 
provision{s) shall be immediately severed and struck from this Agreement and the 
City and Contractor shall, within ten (10) days after such notice, negotiate in good 
faith to resolve any issues related to the severed provision(s).
10.13. Non-Waiver Provision. Either party’s failure to insist on strict perfomnance of any 
term or condition of the Contract shall not be deemed waiver of that term or 
condition even if the party accepting or acquiescing in the nonconforming 
performance knows of the nature of the performance and fails to object to it.
10.14. Audit and Inspection. The City may, at reasonable times, inspect the place of 
business of Contractor that is related to the performance of this Agreement or audit 
the books and records of Contractor to the extent that the books and records relate 
to the performance of this Agreement.
10.15. Entire Agreement. This Agreement and the terms of the Originating Contract 
constitutes the entire understanding between the Parties and supersedes all 
previous representations, written or oral, with respect to the subject matter 
contained herein. Each provision of law and any terms required by law to be in 
this Agreement are a part of this Agreement as if fully stated herein.
10.16. Counterparts. This Agreement may be executed in one or more counterparts, 
each of which shall be deemed an original, and all of which together shail constitute 
one and the same instrument.
10.17. Authority. Each Party warrants that it has fuil power and authority to enter into 
and perform this Agreement, and that the person signing on behalf of each Party 
has been properly authorized and empowered to enter into this Agreement. Each 
Party acknowledges that it has read, understands, and agrees to be bound by the 
terms and conditions of this Agreement.
[END OF TEXT- SIGNATURE PAGE TO FOLLOW]
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Contract No. 2026-032-COS
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Scottsdale No. 2026-032-COS 
Contract #26GV3G36
THE CITY OF SCOTTSDALE, by its Mayor and City Clerk have subscribed their names this 
_____day of____________________ , 20___
CITY OF SCOTTSDALE, an
Arizona municipal corporation
Lisa Borowsky, Mayor
ATTEST:
Ben Lane, City Clerk
REVIEWEWD BY:
3/10/26 06:08 MST
Tom McNeill 
Contract Administrator
3/10/26 07:48 MST
Jenn Myers, MPA, CPPO, NIGP-CPP, CPPB 
Purchasing Director
(jtonjuWook^r.
3/10/26 09:39 MST
George Woods
Safety & Risk Management Director
APPROVED AS TO FORM:
3/10/26 09:50 MST
Luis E: Santaella, Interim City Attorney 
By: Lydia Tuiln, Asst. City Attorney
GV Template (Council) 
Updated: 2-18-2026
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Contract No. 2026-032-COS

Scottsdale No. 2026-032-COS 
Contract# 26GV3036
IN WITNESS WHEREOF, the Parties have e^xecuted this Agreement as of the date first set forth 
above.
CONTRACTOR
Midstate Mechanical, LLC, 
an Arizona limited liability company 
1900 E Rivervlew Drive.
Phoenix, AZ 85034
\
3/9/26 13:06 MST
(Authorized Representative Signature) 
Rick Wagner
(Print Name)
IOC Sales Manager
(Title)
GV Template (Council) 
Updated: 2-18-2026
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Contract No. 2026-032-COS
Blueink Bundle ID: fogKGsIF7E