Contract # : C19-0015-1 - HOWDEN USE COMPANY dba HOWDEN ROOTS, LLC - Execution Date: 11/21/2019 C 19-0015- 1
AMENDMENT NO. 1
SERVICES FOR TURBLEX BLOWERS AT WATER RECLAMATION FACILITIES
(CITY OF GLENDALE,Contract No. C19-001)
This Amendment No. 1 ("Amendment") to the Services for Turblex Blowers at Water
Reclamation Facilities ("Agreement") is made this 2-let. day of NOVtwir.(2019,
("Effective Date"), by and between the City of Glendale, an Arizona municipal corporation
("City") and Howden Roots, LLC, a Deleware Company authorized to do business in
Arizona ("Contractor").
RECITALS
A. City and Howden Roots, LLC, ("Contractor") previously entered into a Professional
Services Agreement for Turblex Blowers at Water Reclamation Facilities, Contract
No. C19-0015,dated January 14,2019 ("Agreement");and
B. Howden Roots,LLC was a subsidary company of Howden North America;and
C. On or about September 30, 2019, KPS Capital Partners, LP purchased Howden
North America and changed the business name to Howden USA Company.
Howden Roots,LLC is now a susbsidary company of Howden USA Company.
D. Contractor is a wholly-owned indirect subsidary of Howden USA Company and will
continue to provide the services hereunder through the legal operating entity of
Howden USA Company,dba Howden Roots,LLC.
E. This Amendment is entered into by and between the City of Glendale and Howden
USA Company, dba Howden Roots, LLC. For all purposes of the Agreement,
Howden USA Company, dba Howden Roots, LLC shall be substituted as the legal
real-party-in-interest, shall perform all obligations of and receive any and all benefits
due and owing to Howden North America, dba Howden Roots, LLC. Howden
USA Company, dba Howden Roots, LLC. agrees to assume all such rights and
obligations either as the substitute legal real-party-in-interest and/or sucessor and
assign of Howden Roots North America,dba Howden Roots,LLC.
F. City and Contractor wish to modify and amend the Agreement subject to and strictly
in accordance with the terms of this Amendment.
AGREEMENT
In consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the City and
Contractor hereby agree as follows:
1. Recitals. The recitals set forth above are not merely recitals, but form an integral
part of this Amendment.
8/27/19
2. Term. The term of the Agreement is unchanged and shall expire on January 13,
2022.
3. Scope of Work. Is unchanged
4. Compensation. Compensation is unchanged
5. Insurance Certificate. Current certificate will expire on May 31, 2020) and a new
certificate applying to the extended term must be provided prior to this date to
Materials Management and the Contract Administrator.
6. Non-discrimination. Contractor must not discriminate against any employee or
applicant for employment on the basis of race, color, religion, sex, national origin,
age, marital status, sexual orientation, gender identity or expression, genetic
characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-contractor to be bound to the same requirements as
stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.
7. No Boycott of Israel. The Parties agree that they are not currently engaged in, and
agree that for the duration of the Agreement they will not engage in, a boycott of
Israel, as that term is defined in A.R.S. §35-393. Unless and until the District Court's
injunction in Jordahl v Brnovich, 336 F. Supp.3d 1016 (D. Ariz. 2018) is stayed or
lifted, the Anti-Israel Boycott Provision (A.R.S. § 35-393.01 (A)) (if applicable to this
agreement) is unenforceable and the City will take no action to enforce it.
8. Attestation of PCI Compliance. When applicable, the Contractor will provide the
City annually with a Payment Card Industry Data Security Standard (PCI DSS)
attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.
9. Ratification of Agreement. City and Contractor hereby agree that except as
expressly provided herein, the provisions of the Agreement shall be, and remain in
full force and effect and that if any provision of this Amendment conflicts with the
Agreement,then the provisions of this Amendment shall prevail.
[Signatures on the following page.]
8/27/19
CITY OF GLENDALE,an Arizona
municipal corporation
Kevin R. Phelps,City Manager
A II EST:
J . :ower,City Clerk (SEAL)
APPROVED AS TO FORM:
Michae D. B, ey,City Attorney
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8/27/19
KPS
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KPS CAPITAL PARTNERS, LP
through a newly-formed affiliate has acquired
Howden
Howden is a leading global provider of mission critical air and gas handling products and
services to industrial, power, oil & gas, and mining end-markets. Based in Glasgow,
Scotland, Howden has a 160-year heritage as a world-class application engineering and
manufacturing company with a presence in 32 countries. Howden manufactures highly
engineered fans, compressors, heat exchangers, steam turbines, and other air and gas
handling equipment,and provides service,software and support to customers around the
world in highly diversified end-markets and applications. Howden has over 5,300
employees,including over 650 industry-leading engineers and 22 manufacturing facilities
in 12 countries.For more information,please visit www.howden.com.
September 30, 2019
KPS CAPITAL PARTNERS, LP
A middle market private equity limited partnership focused on constructive
investing in highly complex corporate carve-out transactions,
restructurings, turnarounds and other special situations.
485 LEXINGTON AVENUE,31ST FLOOR
NEW YORK,NY 10017
TEL: 212.338.5100
WWW.KPSFUND.COM
Howden North America name change to key
Howden USA Company - FAQ Howden
Frequent Asked Questions
1) I received this information and a copy of the new W-9 from Howden USA Company. What
should my company do now?
We request that as soon as possible you update the Howden registration in your system that is
currently as Howden North America to Howden USA Company and update the Tax Identification
Number to 31-0780524.
2) How should I proceed if there are other Howden entity names in my system for example
Howden Roots or Howden American Fan?
Howden Roots will also have a W-9 change with an updated Tax Identification Number to 31-
0780524 but no name change. Howden American Fan will not change.
3) I currently have contracts with Howden —via simple purchase orders and long term
agreement contracts, does it change previous negotiations?
No, there is no change in any previous agreement or contract established with Howden. The only
change will be to have the invoice say Howden USA Company and payments must be made to
Howden USA Company.
4) Will my contacts with Howden remain the same?
Yes, there is no change made with the current representative agreements we have so the
contacts will remain the same.
5) Should we expect change in the products or support received from Howden?
No, Howden's products and support will remain the same, where we will continue to work to
provide the best solutions to our customers and at high standards of quality and delivery.
6) My company needs to submit an inquiry, ask for a quote or place a purchase order with
Howden, how should we proceed?
Quotes and inquiry requests are made via same channels - our representatives or our website
(www.howden.com).
7) My company needs to place an emergency PO, but I have not yet managed to change the
system with the new Howden USA Company name. Can I still place a PO with Howden
North America (HNA)?
Yes, we understand that it may take some time to update the name in your systems and
therefore we will not stop receiving purchase orders under HNA, however we urge you to update
the systems as soon as possible.
The order acknowledgement and invoices will be submitted ad Howden USA Company
8) Should we expect any bank account changes with this transaction?
The only change will be in the name on account to Howden USA Company. The account number,
routing number and bank will remain the same.
If you have further questions, please don't hesitate to contact our representatives or Howden
directly.