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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 By. 3 oac,1 CAaao4 Its: G'(1)., akt t„14,,,,4.6,071 40111✓ 5 LAG 8/27/19 KPS (;.\PITAI. PARTNERS, I .P e°11111111 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.