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IT17-470 - Original - Vertiv Services, Inc. - UPS Annual Maintenance Renewal - 08/01/2017
Kqoz-,&: c0� rds M , e itKENT ' %r --------------- WASHINrTON / Cll " CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to, be completed. If you have questions, please contact City Clerk's Office. Vendor Dame: Vertiv Services, Inc, Vendor dumber: 38221. JCS Edwards Number Contract dumber: This is assigned by City Clerk's Office Project dame: UPS Annual Maintenance Renewal Description: 0 Interlocal Agreement El Change Order ❑ Amendment M Contract Cl Other: Contract Effective Date: 08/01/17 Termination Date: 07/31/18 Contract Renewal Notice (bays): 30 Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: 24,150 Approval Authority: ❑ Department Director FJ Mayor El City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/2.7/14 co C) 0 0 0� 7 C) C) C) 0 co r� N C\l C'4- 0 0) LO -;r 0) o CN c"ll to x m Lo Lt) 0) co N -C x 0 c u *� (D (n L6 (D 0 n I > 0 (n U— cti! 4i 0 CD a cn 00 0 x m 0 m q) ui 00 E 'tt a) 0 0) m z 0 co C'4 C\j (D 0 0) CD co .> L au as cta > (D UJ C) 0 0 0 > > Cf (D LM 0 0 00 0 4- 7FD 0 r-- co 70 N CV r Lr) 0 ja 0 0 E Y. as C/) co CL co 'C: 0 of M =3 C) C 00 CF) 0) 0 m > CN N a. 7- IN 4" > c o u CD C: 0 0 c a V) < 0 (D cz 4t W) Go L. 0 0, > (D U) D 5 E (D 0 own Cl ' 0 W 70 4.4 o o (1) o ai z 4- E C. -C m 0 - f U) C-) 0) 0 a) co 0.C:. : 23: E cj < 00 E Qw) > 0 o E 4_; F 'F U) 4- 0 Z) (D 0 (un) �e cv • KENT W.e.. ..cro. GOODS & SERVICES AGREEMENT between the City of Kent and Vertiv Services, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Vertiv Services, Inc. organized under the laws of the State of Delaware, located and doing business at 610 Executive Campus Drive Westerville, OH 43082 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Maintenance services by Vertiv for a one-year term as provided for in Vendor Proposal for Service Q02499042, attached and incorporated as Exhibit A, and summarized as follows: UPS (Site#69951) City Hall UPS (Site#106711) Station 74 (Effective from 8/1/2017 through 7/31/2018) Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services during the maintenance time period provided for in Exhibit A . III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $24,156.00, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Within 30 days of the City's receipt pf a proper invoice, which Vendor shall submit to the City after this Agreement is fully signed and effective. GOODS &SERVICES AGREEMENT - 1 (Over$20,000, including WSST) If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. GOODS &SERVICES AGREEMENT - 3 (Over$20,000, including WSST) D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) H. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable toVendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance ofthose operations. L Public Records Ac . The Vendor acknowledges that the City ioa public agency subject tothe Public Records Act codified in Chapter42.55 of the Revised Code of Washington and documents, note,m, emalls, and other records prepared or gathered by the Venclor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced Loorpossessed by the City of Kent, As such/ the Vendor agrees to cooperate fully with the City in satisfying the C|ty's duties and obligations under the Public Records Act. J. City Business License Required, Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5,01 of the Kent City Code, K' Counte,rparts and Signatures by Fax or Email, This Agreement may be executed in any number ofcounterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, VpVR executing this Agreemmemt, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as If the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: Verfiv Services, Inc, CITY OF KEyJL---, Accepted subject to and includiny the On atior sl�ypp!qnjgnt To;as agreerl between the parties, Lori Na S Print Name,, Lori Nugen Pri Na Suzette Cooke NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Law Department 3ames Endicott Vertiv Services, Inc. City of Kent 610 Executi�ve Campus Drive 220 Fourth Avenue South Westerville, OH 43082 Kent, WA 98032 GOODS & SERVICES AGREEMENT - 6 (Over$20,O04 including NSSTl [In this Betd,you may enter the electronic fitepath where the contract has been saved] GOODS &SERVICES AGREEMENT- 7 (Over$20,000, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. M,11,11,signed by Dawn Bateman Dawn Bateman oN:cn=Dawn Bateman,o=Vema @Ven!v o.c Sales B Y. Operations,email=Oawn.Bateman@VertivCo.com,c=US Date:2017.09.08 095228-000' For: Vertiv Services, Inc Title: Customer Compliance Specialist Date: September 8, 2017 EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Vertiv Services, Inc. Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as UPS Maintenance Services that was entered into on the September 8, 2017 (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. ta Digilly signed 4y Oawn Bateman Dawn Bateman DN:cn=Dawn Bateman, Vertiv,ou=Sery ces,Sales Operations,email=Dawn.Bateman@VenivCoxom,c=US By: Date:2017.09.0809:52:49-04'00' For: Vertiv Services, Inc. Title: Customer Compliance Specialist Date: September 8, 2017 EEO COMPLIANCE DOCUMENTS - 3 of 3 VERTIV. Clarifications/Supplement To: Buyer:City of Kent Goods and Servives Agreement Seller:Vertiv Services, Inc. Proposal/Quote M Q02499042 Buyer and Seller agree to modify Buyer's Terms and Conditions related to the above-referenced Purchase Order/Agreement as follows,and any reference to Seller being bound to an agreement other than Buyer's Terms and Conditions is hereby deleted: 1. INDEMNITY LIMITATION OF REMEDY AND LIABILITY/WARRANTY/INSURANCE: Seller agrees to indemnify,hold harmless and defend Buyer against any third party claims for personal injury,death or tangible property damage resulting from Seller's negligence,reduced to the extent of any other party's negligence,provided Seller is provided reasonable notice regarding such claim and has the sole right to select and direct counsel and settle the claim. THIS INDEMNIFICATION OBLIGATION IS NOT SUBJECT TO THE LIMIT OF LIABILITY DESCRIBED BELOW. NEITHER PARTY SHALL BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF THE PARTIES SET FORTH HEREIN ARE EXCLUSIVE. IN NO EVENT SHALL A PARTY'S LIABILITY TO THE OTHER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOOD,S/SOFTWARE,SERVICES OR PARTS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. THE PARTIES AGREE THAT NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES. The term"consequential damages"shall include, but not be limited to,loss of anticipated profits,business interruption,loss of use,revenue,reputation and data,costs incurred,including without limitation,for capital,fuel, power and loss or damage to property or equipment. Seller warrants that ali Services performed shall be free from faulty workmanship for a period of thirty(30)days from completion of Services.To the extent assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of Parts. If Goods and/or Software are sold, Seller's standard warranty that is applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the sale of Seller's Goods and/or software and its terms,conditions and limitations are incorporated by reference herein, are the sole and exclusive warranties given by Seller with respect to the Goods and/or Software. EXCEPT AS SPECIFIED ABOVE, PARTS FURNISHED HEREUNDER USED IN THE PERFORMANCE OF SERVICES ARE FURNISHED AS-11S,WHERE-IS,WITH NO WARRANTY WHATSOEVER. THE WARRANTIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION,MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS,DRAWINGS OR OTHERWISE. Seller shall maintain the following insurance or self-insurance coverage:Worker's Compensation in accordance with the statutory requirements of the state in which the work is performed, Employer's Liability with a limit of liability of$1,000,000 per occurrence for bodily injury by accident or bodily injury by disease.Commercial General Liability(CGL)for bodily injury and property damage with a limit of$1,000,000 per occurrence and per location aggregate. Automobile Liability insurance that covers usage of all owned, non-owned and leased vehicles and which is subject to a combined single limit per occurrence of $1,000,000. Automobile Liability insurance includes Contractual Liability, but no special endorsements. Provisions regarding waiver of subrogation,additional insured status,or the primary nature of Seller's insurance shall be limited to the extent of Seller's negligent acts or omissions.Under no circumstance shall Buyer have access to view or copy Seller's insurance policy. 2. PAYMENT TERMS,PRICE WARRANTIES AND RENEWAL,Payment shall be Net Thirty(30)Days from the date of Seller's invoice.If performing Services,Seller shall invoice annually in advance.Any reference to price warranties,automatic contract renewal,or most favored customer status is hereby deleted. 3. OTHER COMMERCIAL REQUIREMENTS Seller shall only comply with its own background check and drug and alcohol testing policies,and any reference to Seller being bound to any other background check or drug or alcohol testing requirement is hereby deleted. Seller shall comply with Buyer's safety and site requirements provided Seller,in its sole judgment,deems the requirements reasonable. 4, This Clarification/Supplement To:Goods and Services Agreement between the City of Kent and Vertiv Services, Inc.along with Seller's quotations shall be the entire agreement. In the event of a conflict Sellers Clarifications/Supplements To: shall control. Any references to Seller's standard terms and conditions shall be deleted and all work shall be in accordance with the Agreement as modified by this Clarification/Supplement To:document. BUYER �2 Signature: Date; 7 Name/Ti e- City of Kent VS1 Clarification 2017-08-10 In Page 1 of 1 Proposal for Service Vertiv Services, Inc, May 22,201 City Of Kent 220 Fourth Avenue South Kent,'u'VV1A, 98031 May 22, 20'1 7 Thank you for your interest in Vertiv Services, Inc..We are pleased to submit the following proposal for your review and consideration. City Of Kent 220, Fourth Avenue SOUth Please complete all required fields on the signature page and attach your Purchase Kent,WA, 98031 Order to assist timely order processing. Should you have any questions regarding Q02499042 the proposal,feel free to contact me directly. Attrv: ChHs Beagle Phone: 253-856-46,1112 Sincerely„ E'rnziI: CBeagie@kemi,tve,&.gov&.gov URSULA BARTLEY 3415 South 116th Street, Suite 103 Tukwila,WA 98168 PHONE+1 206 763 5000 FAX+ 1 206 763 670rO EMAIL Ursula.Bartley@vertivco.com vertivco.com Order Q02499642 Liiebert UPS/Power/Battery Services: o We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes, knowledge of engineering specifications, current issues and how to fix them correctly. 4 Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available,will cover you. Standard Maintenance Contracts Site#: 69951,City Of Kent Tag# Description Model# Annual PM Qty. Coverage Type Coverage Amount (Coverage Dates) 1186596 SRS 301' 10-40 UDA63030C25RT04 2 ESSENTIAL $5,152.00 (6/1/2017)-(5/31/2018) 1186597 SEALED BATTERY U25BP030HHJINNL 4 ESSENTIAL $2,393.83 (611/2017)-(5/31/2018) 1302508 SEALED BATTERY 37BP030XLJlBNL 4 ESSENTIAL $3,191.77 (6/112017)-(5131/2018) 1302509 NPOWER 30-50 37SA030A0C6E817 2 ESSENTIAL $5,432.80 (6/1/2017) -(5/31/2018) Standard Maintenance Contracts Site#: 106711,City Of Kent Fire Station Tag# Description Model# Annual PM Qty. Coverage Type Coverage Amount (Coverage Dates) 195306 NX 20-30 1NTBAT 38SA02000CFJ 2 ESSENTIAL $5,088.00 (6/1/2017) - (5/31/2018) 1395309 MBC/SLIM LN CAB MBP3090C00S3811 0 BASIC $,701.60 (6/1/2017) (5/31/2018) • � . w � m .1ii. . M m .I P- 1/0 A STATIONARY BATTERY SYSTEMS VRL,A (SEJALEQ) BATTERY SCOPE OF WORK ESSENTIAL SERVICE (4) 9 Guaranteed 4-hour on-site emergency 0 Performed by Liebert factory trained response„ 7 days/week, 24 hours/day, Battery Specialist or Customer within 150 miles of a Liebert Services' Engineers. Service city. 0 Preventive Maintenance Service Includes 1-300-LIEBERT Customer scheduled by the customer between Response Center. 8am-5pm, Monday-Friday (excluding m Includes 100% corrective labor and national holidays). travel coverage 7 days/week, 24 a For -Phase UPS customers, includes hours/day, within the 43 contiguous three Quarterly and one Annual PM. states and Hawaii. Doles not include 0 Single Jar Replacement Service for Lead labor for full-string replacement. Acid Batteries: Includes freight, labor, Includes access to Liebert Services disposal and batteries. Subject to Customer Services Network On-Line limitations as stated below. Internet portal. ® Subject to all Terms & Conditions as * Includes battery recycling as required, noted in the Liebert Services Terms & with documentation meeting EPA Conditions. requirements. SERVICE PERFORMED "During the initial PM visit an Annual Service PM must be erformed' Quarterly Service Inspect the appearance and cleanliness of the battery and the battery room. Clean normal jar top dirt accumulation (to be done only with battery off line). Measure and record the total battery float voltage and charging current. Measure and record the overall AC ripple voltage. Measure and record the overall AC ripple current. Visually inspect the jars and covers for cracks and leakage. Visually inspect for evidence of corrosion. Measure and record the ambient temperature. Verify the integrity of the battery rack/cabinet. Measure and record 100%p of the jar temperatures. Measure and record the float voltage of all jars. Measure and record all internal ohmic readings. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned. Annual Service Includes the Above Plus Re-tighten all connections to the battery manufacturer's specifications, if required. Refer to the manufacturer's literature to determine if re-tighteniing is required. Measure and record all battery connection resistances in micro-ohms, when applicable, Corrective Maintenance Performed as Required Refurbish cell connections as deemed necessary by the detailed inspection report. Conditions for Single,Jar Replacement Service for Lead Acid Batter►es The Customer is covered by an Essential or Preferred Contract,. The battery string is in overall good health as determined by Liebert Services; the battery strung is not beyond expected service years or has had excessive single jar replacements that would make the string unstable. Up to 1 g% of defective battery jars may be replaced within a 1 -month period as exclusively determined by Liebert Services. Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to batteries in the original string. Subject to Liebert Services Single Jar Replacement and Lead Acid Batteries Guidelines l 1 UNINTIERRUPTIBLE POWER SYSTEMS ALL -PHASE MODELS SCOPE OF WORK ESSENTIAL SERVICE (2) 0 Guaranteed 4-hour on-site emergency ® Includes one Semi-Annual and one - response, 7 days/week, 24 hours/day, Annual Preventive Maintenance Service within 150 miles of a Liebert Services' scheduled by the customer between Service city. 8am-5pm, Monday-Friday (excluding A Includes 100% parts coverage (excluding national holidays).. batteries, air filters, and proactive full 0 Includes 100% labor and travel coverage bank capacitor and fan replacement) 7 days/week, 24 hours/day, within the 48 0 Includes 1-800-LIEBERT Customer contiguous states and Hawaii. Response Center. m Performed by Liebert factory trained 0 Includes access to Liebert Customer Customer Engineers Services Network On-Line Internet o Subject to all Terms & Conditions as portal. noted in the Liebert Services Terms & Conditions or the terms of a Master Agreement between the parties, if any, shall apply. SERVICE PERFORMED UPS Full Preventive Maintenance Service Semi-Annual Service Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high temperature areas. Perform a complete visual inspection of the equipment including subassemblies„ wiring harnesses, contacts, cables, and major components. Check air filters for cleanliness. (if applicable) Check rectifier and inverter snubber boards for discoloration. Record all voltage and current meter readings on the module control cabinet or the system control cabinet. Annual Service Includes the Above, Pius Check the inverter and rectifier snubbers for burned or broken wires. Check all nuts„ bolts, screws, and connectors for tightness and heat discoloration. Check fuses on the DC capacitor deck for continuity (if applicable). With customer approval, perform operational test of the system including unit transfer and battery discharge. Calibrate and record all electronics to system specifications.. Check or perform Engineering Field Change Notices (FCN) as necessary. Measure and record all low-voltage power supply levels. J1r11J� � � Record phase-to-phase input voltage and currents. Review system performance with customer to address any questions and to schedule any repairs. Check power capacitors for swelling or leaking oil. (if applicable) Check for DC capacitor vent caps that have extruded more than 1/8". (if applicable) Measure and record harmonic trap filter currents. (if applicable) BatterZ Inspection Service M Performed During the CUPS Semi-Annual and Annual PM Services. Check integrity of battery cabinet (if applicable). Visual inspection of the battery cabinet and/or room to include: Check for NCB-OX grease or oil on all connections (if applicable). Check battery jars for proper liquid level (if flooded cells). Check for corrosion on all the terminals and cables. Examine the physical cleanliness of the battery room and jars. Measure and record GEC bus ripple voltage (if applicable). Measure and record total battery float voltage. Notel: Preventive Maintenance usually requires a shutdown to ensure electrical connection integrity. Note2: Customer should check air filters monthly for cleanliness and replace as necessary. Note3: Above maintenance does not include System Control Cabinet, Dower Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass Cabinets. Note4: The Battery Inspection 'Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance program for the battery system. I Order Number: Q02499042 Purchase Order must be assigned to: Payment remittance address: Vertiv Services, Inc. Vertiv Services, Inc. 610 Executive Campus Dr PO Box 70474 Westerville OH 43082 Chicago, IL 60673 FiD##43-179843 PO should be e-mailed or faxed with signed proposal to: Vertiv Services, Inc. c/o URSU'LA BARTLEY Email: Ursula.Bartley@vertivco.com Fax: + 1 206 763 6700 Please complete the following information (All fields are required): Purchase Order Number: Purchase Order attached: ❑Yes ❑ No If PO NOT attached, please specify reason: Invoice Delivery Method: ❑Web Billing (Attach Instructions) ❑ Mail ❑ Other ❑ Accounts Payable Email Billing Contact Person: Phone: Email: Fax##: Bill-To Company Name: Bill-To Address: Federal Tax I ## Bill-To City, ST Zip: Tax Exempt: ❑ Yes (Attach tax exempt certificate) ❑ No Site Services/IT Contact Person: Phone: **COVERAGE DETAILS For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thir0y(30)days,parts required to bring equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit,or service call. All pricing is valid only for service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 45 days from the date of this Proposal unless otherwise noted.INFORMATION TO BUYER:This order between the Buyer and seller is limited to Seller's Terms and Conditions located at termsconditions.vertiveo com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties,in which case the Terms and Conditions of the signed agreement shall govern,Seller hereby objects to all Buyer's terms and conditions received by seller and/or issued by Buyer. Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order number is not used,then the Buyer authorizes and guarantees Seller the payment of such Invoices by authority of the signature below. Thank you for your business. Proposed By: Accepted By: URSULA BARTLEY Date Buyer Signature Required Date Printed Name Title Phone EXHIBIT B INSURANCE REQUIREMENTS FOR GOODS AND SERVICES CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respects the City. Any Insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after EXHIBIT B (Continued) thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. DATE(MMIDDNYYY) A JRD CERTIFICATE OF LIABILITY INSURANCE 08I01n017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: 'O AOn Risk Insurance SerV1Ce5 west, Inc. PHONE (866) 283-7122 FAX (800) 363-0105 'a LOS An el es CA office (NC.No.Ext): AIC.No.): 707 wil shire Boulevard E-MAIL Suite 2600 ADDRESS: _ LOS Angeles CA 90017-0460 USA INSURER(5)AFFORDING COVERAGE NAIC p INSURED INSURERA: HDI Global Insurance Company 41343 vertiv intermediate Holdinq II INSURER B: Corporation and all Subsidiary Companies INSURER C: 1050 Dearborn Avenue INSURER D: Columbus OH 43085 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570067823544 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INS SUBRI WVD POLICY NUMBER MMIDONYYY MMIDDIYYYY LIMITS A COMMERCIAL GENERAL LIABILITY GLCD EACH OCCURRENCE S1,000,000 CLAIMS-MADE X❑OCCUR PREMISES Ea occurrence) S1'000'000 X SIR Applies Per Policy MED EXP(Any one person) Excluded X Tertres 8 Conditions PERSONAL 6 ADV INJURY S2,000,000 v GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $2,000.000 04 POLICY �JECT FX LOO PRODUCTS-COMPIOP AGG $2,000,000 OTHER. p t• AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 'n Ea accident .. ANY AUTO BODILY INJURY(Per person) 0 OWNED SCHEDULED Z AUTOS ONLY AUTOS BODILY INJURY(Per accdent) m y HIRED AUTOS NON-OWNED PROPERTY DAMAGE U ONLY AUTOS ONLY Peraccident w 1: m UMBRELLALIAB OCCUR EACH OCCURRENCE C) EXCESS LIAR CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND IPER OTH- EMPLOYERS'LIABILITY y I N ISTATUTE I ER ANY PROPRIETOR PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFMCERIMEMBER EXCLUDED? N A A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101.Additional Remarks Schedule,may be attached if mom space is required) x RE: Business Unit: vertiv Services, Inc., a vertiv Company, is a Named insured. City of Kent is included as Additional .M_j Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is JL= Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. t� CERTIFICATE HOLDER CANCELLATION ai SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE I EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH POLICY PROVISIONS.City Of Kent AUTHORIZED REPRESENTATIVE Attn: Marta Gonzales Ken 4th Ave. South �m � � e�strvexd � Kent wA 98032 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000070082 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Insurance services west, Inc. vertiv Intermediate Holding II POLICY NUMBER See Certificate Number: 570067823544 CARRIER NAIC CODE See Certificate Number: 570067823544 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named Insured and Business units Named insured PE Vertiv Holdings, LLC Vertiv )V Holdings, LLC Vertiv Holdings, LLC vertiv Holding Corporation Vertiv Intermediate Holding corporation Vertiv Intermediate Holding II Corporation Vertiv Group Corporation Business Units Alber Corp., a vertiv company, is a named insured ASCO Power Technologies, L.P., a Vertiv Company, is a named insured ASCO Services, Inc., a vertiv Company, is a named insured Avocent Corporation, a Vertiv Company, is a named insured Avocent Fremont, LLC, a vertiv Company, is a named insured Avocent Huntsville, LLC, a vertiv company, is a named insured Avocent Redmond Corp., a vertiv company, is a named insured Avocent Texas Corp., a vertiv Company, is a named insured Electrical Reliability Services, Inc., a vertiv Company, is a named insured Emerson Network Power Solutions, Inc., a vertiv Company, is a named insured Emerson Network Power, Energy Systems, North America, Inc., a vertiv Company, is a named insured Emerson Network Power, Liebert Services, Inc., a vertiv Company, is a named insured High voltage Maintenance corporation, a vertiv Company, is a named insured Liebert Corporation, a vertiv Company, is a named insured Liebert Field Services, Inc., a Vertiv Company, is a named insured Liebert North America, Inc., a vertiv Company, is a named insured u P Systems, Incorporated, a vertiv Company, is a named insured vertiv Solutions,inc., a vertiv Company is a named insured vertiv Energy Systems, inc., a vertiv Company is a named insured vertiv Co. Holding, LLC, a vertiv Co. is a named insured vertiv Services, Inc., a vertiv Co. is a named insured ASCO Power Services, Inc., a Vertiv Co. is a named insured ACORD 101(2008101) ®2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GLCD14404-00 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As required by written contract or agreement All locations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury' or If coverage provided to the additional insured is "property damage"caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: GLCD14404-00 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Any person or organization as required by Any location as required by written contract written contract or agreement or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for"bodily injury", "property This insurance does not apply to "bodily injury" or damage" or personal and advertising injury 1.property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 2010 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable Limits of Insurance shown in the will pay on behalf of the additional insured is the Declarations. amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 C Insurance Services Office, Inc., 2012 CG 2010 0413 Form W-9 Request for Taxpayer Give Form to the (Rev.Dec:ember2014) Identification Number and Certification requester.Do not Ioe�p =tho=reasury send to the IRS. 1 Name(as shown on your Income tax return).Name is required on this line;do not leave this line blank. Vertiv Services,Inc. N 2 Business name/disregarded entity name,if different from above m CD m a 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to c ❑IndlvlduaVsole proprietor or ❑� C Corporation ❑S Corporation ❑ Partnership ❑TNsVestate instructions ionsentit on not individuals;see °� lnstructioms on page 3): c single-member LLC Exempt payee code(if any) 5 ❑Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)► o Note.For a single-member LLC that is disregarded,do not cheek LLC;check the appropriate box in the line above for Exemption from FATCA reporting the tax classification of the single-member owner. code(I any) a El (see instructions)► µ�weo,to•oea+na nodoutado eh•use 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) 610 Executive Campus Drive 6 City,state,and ZIP code Westerville off 43082 T List account number(s)here(optional) •Mill1lil Taxpayer Identification Number MN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid social security number backup withholding.For individuals,this is generally your social security number(Sag).However,fora resident alien,sole proprietor,or disregarded entity,sea the Part I instructions on page 3.For other entities,it is your employer Identification number(EIN).If you do not have a number,see Now to get a TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for I F-mAloyer identificatiom number guidelines on whose number to enter. 4 3 — 1 7 1 9 1 8 1 4 753 • Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer Identification number(or I am walting for a number to be issued to me);and 2. 1 am not subject to backup withholding because:(a)1 am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report 0 interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form Of any)Indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have felled to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement ORA),and generally,payments other i erest d divid s,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. Sign I signature of Here u.s.person► Date► 0Y 0 Z Zc U 17 General Instructions •Form 1098(home mortgage Interest),1098-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. •Form 1099-C(canceled debt) Future developments.Information about developments affecting Form W-9(such as legislation enacted after we release It)Is at www.Us.gov/fw9. Foy 1�A(acqutsitfon or abandonment of secured property) Use Form W-9 only if you are a U.S.parson(including a resident alien),to Purpose of Form provide your correct TIN. An individual or entity(Form W-9 requester)who is required to file an information If you do not retum Form W-9 to the requester with a TIN,you might be sutyect return with the IRS must obtain your correct taxpayer identification number(nth to backup withholding.See What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: number(MM,adoption taxpayer Identification number(ATIN),or employer 1.Certify that the TIN you are giving Is correct(or you are waiting for a number Identification number(EIN) to report on an information return the amount paid to to be issued) you,or other amount reportable on an information return.Examples of Information returns include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1099-INT(interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099 QIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of •Form 1099-MIISC various any partnership income from a U.S.trade or business is not subject to the ( types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this forth(if any)indicating that you are brokers) exempt from the FATCA reporting,Is correct.See What is FATCA reporting.?on •Form 1099-S(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-g(Rev.12-2014) I f � / / / / / / / / / / / / / / / / / I / / II , / / / / / r / . / / / l r / i` / ME jyyp Al / / r / r / / / / / r / / / / / / / 1 / / / I � / / / / / I ,I / / i / i l l l � I / / / / 1 � / / / I � / I / / / r � i � r / / it / i / / / / / / / / / / / / / / I