On the agenda: St Joseph County meeting — data center (May 19)

MEMBERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2
ANTHONY “TONY” HAZEN
District 3

BOARD OF COMMISSIONERS

AGENDA
Tuesday, May 19, 2026 6:00PM, 4th Floor Main Council Chambers
JOIN MEETING BY: CLICKING HERE
JOIN MEETING BY DIAL IN: 309-205-3325 | Meeting ID: 838 4013 6754 | Passcode:281883

A. FIRST ORDER OF BUSINESS: Opening and Reading of Bids/Letters of Interest on:
B. REPORTS AND REQUESTS FROM:
COMMISSIONERS:
a) Approval of the Accounts Payable Docket
b) Public Appeal Hearing for Financial Assistance Denial by Penn Township for Jennifer
Neuffer
c) Settlement Agreement & Mutual Lease with William Anderson
IPG:
a) Approval of Change Order No. 6/Final with Rieth-Riley Construction Company for
Project Des. No. 190048 for Cleveland and Beech Road Roundabout
b) Approval of Change Order No. 1 with Milestone Contractors for Project S-30124/25 for Preventative Maintenance on Bridge 301 Main Street over the Toll Road
c) Approval of Request to Advertise for Project S529-26: Small Structure Replacement
on Cedar Road Over Pittman/Longfield Ditch
d) Approval of Grant Application Request to the US Department of Transportation for
Safe Streets & Roads Program for 2026
PSAP/911:
a) Approval of Service Contract Proposals with Vertiv for Power Supply Systems
Maintenance at PSAP Locations on Sample and Downey
IT:
a) Approval of Nomic Networks, Inc. Trial Agreement for IP Intrusion Alerting Security
Program
b) Approval of Qubit Networks Renewal Agreement Quote for Addition of Meraki
Licenses for Network Switches at DuComb Center
c) Approval of Patch My PC Purchase Agreement for Software Packaging and Global
Installation Across County Computers

C. OLD BUSINESS:
D. NEW BUSINESS:
E: PUBLIC COMMENTS: (THREE MINUTE LIMIT)
Those who wish to speak on an agenda item should sign up to speak prior to the start of the meeting. The Board Attorney will call the speakers to the podium in the order of which they have
signed up.
Once at the podium, speakers shall identify themselves by stating their name and address for the record. A time limit of three (3) minutes per speaker will be enforced. Speakers may speak
once during the meeting on agenda items, and once under non-agenda items. If an individual is attending via Zoom, they shall identify themselves in the “chat” and their intent to speak on
an agenda item, by commenting their name and address for the record, and the agenda item they wish to speak on no later than five (5) minutes after the start of the meeting.
Public comments are not intended to be a dialog or form of debate with the Board of Commissioners. Public comments will not be accepted on personnel issues. Speakers will not be allowed
to use profanity, vulgar language and/or gestures. Public comments shall be directed to the President and not to individual members or the public. The Board President or Attorney may
interrupt, warn, or terminate a person’s statement if it violates any of these rules and/or becomes personally directed, abusive or obscene.

The Title VI Coordinator has made available at this meeting/hearing a voluntary Public Involvement Survey to collect demographic data to monitor and demonstrate St. Joseph
County’s compliance with its non-discrimination obligations under Title VI and Federal Regulation 23CFR 200.9(b)(4), and more importantly, ensure that affected communities
and interested persons are provided equal access to public involvement. Compliance is voluntary. However, in order to demonstrate compliance with the federal regulation,
the information requested must be documented when provided. It will not be used for any other purpose, except to show that those who are affected or have an interest in
proceedings, or the proposed project have been given an opportunity to provide input throughout the process.

SETTLEMENT AGREEMENT AND RELEASE

The parties to this Settlement Agreement and Release ("Settlement Agreement") are the
following:

BRITTANY ANDERSON, Administrator of the Estate of William B. Anderson, and
Patient Representative of William B. Anderson, deceased (the “Releasee” or
“Plaintiff’)
And

St, Joseph County, Sheriff William Redman, Warden Julienne Lawson, James
Greenfield, William Limon, Shane Green, Ryan Onax, Davor Tozan, Nicole
Armour, Rosie Staatz, Tonisha Jones, Kassandra Elkins, Amalia Allen, Jerard
Millard, Megan Amberg, and C.H., M.D. (hereinafter collectively “Releasors” or
“Defendants”).

Releasees and Releasors may be referred to herein as the “Parties”.
RECITALS

A.
On April 6, 2022, William Anderson was booked into the St. Joseph County
Jail. On April 8, 2022, William Anderson was found unresponsive in the St. Joseph
County Jail, and taken to an outside hospital where William Anderson ultimately was
pronounced deceased on April 11, 2022.

B.
Plaintiff filed a lawsuit which is currently pending in the United States
District Court, Northern District of Indiana, South Bend Division, under Case No. 3:23cv-00211-DRL~SJF ("the Lawsuit"). Plaintiff alleged that Defendants were liable for the
injuries and death of William Anderson based on alleged violations of 42 U.S.C.§1983.
C.
Although the Defendants deny and dispute liability for the Lawsuit, they are
mindful of the costs and uncertainties of any litigation and wish to forgo any litigation by
settling all disputes and claims between Defendants and the Plaintiff arising out of the
Lawsuit.

D.
The Parties desire to enter into this Settlement Agreement to provide for
certain payments in full settlement and discharge of all claims which have been made, or
might be made, by reason of the allegations described in Recital A and B above, upon the
terms and conditions set forth below.

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AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the Parties hereby agree as follows:
1.

RELEASE AND DISCHARGE; DISMISSAL OF LAWSUIT WITH PREJUDICE

a.
In consideration for the payments set forth in Section 2 below, Plaintiff
hereby completely releases and forever discharges Defendants from any and all past,
present or future claims, demands, damages, costs, losses of services, expenses and
compensation of any nature whatsoever, including but not limited to, compensatory
damages, punitive, exemplary or statutory punitive damages, and attorneys’ fees, whether
based on a tort, contract, state or federal statute, or any other theory of recovery, which
the Plaintiff now has, or which may hereafter accrue or otherwise be acquired on account
of, or which may in any way grow out of the alleged acts or omissions described in Recital
A and B above or which have been or could have been alleged in the Lawsuit.

b.
This release, on the part of the Plaintiff, shall be a fully binding and
complete settlement among the Plaintiff and any past, present, or future heirs, assigns,
and successors and the Defendants, and their past, present or future heirs, assigns and
successors, officers, elected officials and agents, servants, representatives, employees,
insurers, predecessors and successors in interest.

c.
The Plaintiff acknowledges and agrees that the release and discharge set
forth above is a general release. Plaintiff expressly waives and assumes the risk of any and

all claims for damages which exist as of this date, but of which the Plaintiff does not know
or suspect to exist, whether through ignorance, oversight, error, negligence, and which if
known, would materially affect the Plaintiffs decision to enter into this Settlement
Agreement. The Plaintiff further agrees that the payment of the sums specified herein
has been accepted as a complete compromise of matters involving disputed issues of law
and fact. Plaintiff assumes the risk that the facts or law may be other than Plaintiff
believes. It is understood and agreed to by the Parties that this settlement is a compromise
of a doubtful and disputed claim, and the payments are not to be construed as an
admission of liability on the part of the Defendants, by whom liability is expressly denied.
d.

This Settlement Agreement and Release is intended to, and Plaintiff

represents and warrants that they have or will, forever dispose of all liability of the
Defendants to Plaintiff, and their successors and assigns, that might now or in the future

assert a claim, demand, medical expense, lien, action or bring suit for, upon, by reason of,
arising out of, or in any way related to the Incident described in Recital A and B above.
Plaintiff acknowledges and agrees that they will satisfy all liens or obligations applicable
to the settlement proceeds arising out of or in any way related to the Incident described
in Recital A and B above, including but not limited to liens asserted by any healthcare
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provider who allegedly provided care and treatment to Plaintiff, and any lien allegedly
held through this Settlement Agreement and Release.

e.
Plaintiff agrees to defend, protect, indemnify, and hold harmless
Defendants, and their heirs, agents, representatives and attorneys; and the County and
its elected officials, agents, servants, employees, successors, attorneys, and independent
contractors, and their insurers, if any person, firm, corporation or other entity shall assert
or attempt to assert any claim, action, or demand as result of any subrogation claims,
reimbursement rights, assignments, and/or liens that existed at the time of the
Settlement Agreement, subject to applicable law, and applicable to the settlement
proceeds set forth herein.

f.
Plaintiff assumes all responsibility for liens or rights of recovery asserted by
Medicare or any entity acting on its behalf pursuant to the Medicare, Medicaid and SCHIP
Extension Act and/or the Medicare Secondary Payer Act for Medicare related payments
alleged by Medicare to be related to the Accident, in the event applicable to this case.
Plaintiff further represents and warrants that, should any such lien or liability arise, their
attorney shall pay Medicare’s demand out of the Settlement Proceeds paid herein and
further, that they agree to indemnify the Defendants, County, their insurers, and their
lawyers and representatives, and hold all of them harmless as to any and all claims of
Medicare or related entities for reimbursement, subrogation, or set-aside, that existed at
the time of the Settlement Agreement, subject to applicable law, pertaining to Plaintiffs,
and further agrees to pay any and all costs, including but not limited to attorney’s fees,
incurred by the Defendants and County in defense against any such claims.

Plaintiff shall cause the Lawsuit to be dismissed with prejudice upon
approval of this Agreement and receipt of payment.
g.

2.

PAYMENTS/CONSIDERATION

a.
The County shall pay to Plaintiff and Plaintiffs attorney, Fieger Law, the
sum of Six Hundred Ninety Five Thousand Dollars ($695,ooo.oo)“the Funds”) in
combination of upfront cash and future periodic payments as further outlined below,
following execution of this Agreement by Plaintiff and approval of this Agreement by the

County’s Board of Commissioners.

In consideration of the release set forth above, Defendants, through St.
b.
Joseph County, shall issue payment of the Funds as follows, per the instruction of
Plaintiffs:

i.

Cash settlement in the amount of Four Hundred Forty Five

Thousand Dollars ($445,000.00) payable to Brittany Anderson and
Fieger Law, to be distributed in accordance with the “Settlement
Breakdown” attached hereto and made a part of this Agreement.

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ii.

Two-Hundred Fifty Thousand Dollars ($250,000) payable to New
York Life Insurance Company to fund the Periodic Payments
according to the schedule attached hereto as Exhibit 1 as follows:
Payee:
Cayden A. Anderson (d.o.b. April 26, 2020)
Guardian: Laurie A. Anderson, 105 Black Duck, Middletown,
DE 19709

$40,000.00 payable annually, guaranteed for 5 years,
beginning on April 26, 2038, with the last guaranteed
payment on April 26, 2042.
$50,000.00
guaranteed.

paid

as

a lump

sum

on April

26,

2045

$755ooo.oo paid as a lump sum on April 26, 2047 guaranteed.
$100,000.00 paid as
guaranteed.

a lump sum

$125,000.00 paid
guaranteed.

a

as

$209,573.96 paid as
guaranteed.

lump sum

a lump

sum

on April 26,

2050

on April

26,

2052

on April

26,

2055

All sums set forth herein constitute damages on account of personal injuries or
sickness, within the meaning of Section 104(a)(2) of the Internal Revenue Code of 1986,
as amended.

Payee acknowledges that the Periodic Payments cannot be accelerated, deferred,
increased or decreased by the Payee; nor shall Payee have the power to sell, mortgage,
encumber, or anticipate the Periodic Payments, or any part thereof, by assignment or
otherwise.

Any payments to be made after the death of Payee pursuant to the terms of this
Settlement Agreement shall be made to the estate of the Payee. Upon reaching the age of
majority, the Payee shall have the right to submit a request to change the Beneficiary No
such designation, nor any revocation thereof, shall be effective unless it is in writing and
delivered to the Assignee. The designation must be in a form acceptable to the Assignee
before such payments are made, but in no event shall the request of the Payee be
unreasonably withheld or denied.

Plaintiffs and Payee acknowledge and agree that St. Joseph County shall make a
"qualified assignment", within the meaning of Section 130(c) of the Internal Revenue
Code of 1986, as amended, of St. Joseph County’s liability to make the Periodic Payments

set forth in Section 2 (b) to New York Life Insurance and Annuity Corporation ("the
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Assignee"). The Assignee’s obligation for payment of the Periodic Payments shall be no
greater than that of the Defendants (whether by judgment or agreement) immediately
preceding the assignment of the Periodic Payment obligation.

St. Joseph County’s qualified assignment to Assignee shall be accepted by the
Plaintiff and Payee without right of rejection and shall completely release and discharge
the Defendants from the Periodic Payments obligation assigned to the Assignee. The
Releasors and Payee recognize that, in the event of such an assignment, the Assignee shall
be the sole obligor with respect to the Periodic Payments obligation, and that all other
releases with respect to the Periodic Payments obligation that pertain to the liability of
the Defendants shall thereupon become final, irrevocable and absolute. New York Life
Insurance Company will guarantee the future periodic payment obligations assigned to
and assumed by the Assignee.

Assignee reserves the right to fund the liability to make the Periodic Payments
outlined in Section 2(b) through the purchase of an annuity policy from New York Life
Insurance Company (the “Annuity Issuer") The Assignee shall be the sole owner of the
annuity policy and shall have all rights of ownership. The Assignee may have the Annuity
Issuer mail payments directly to the Payee. The Plaintiff shall be responsible for
maintaining a current mailing address for Payee with the Annuity Issuer until the Payee
reaches the age of majority.

The obligation of the Assignee to make each Periodic Payment shall be discharged
upon the mailing of a valid check(s) in the amount of such payment to the designated
address of the Payee named in Section 2 (b) of this Settlement Agreement or if by
electronic funds transfer (EFT), upon the electronic transferring of such payment, on or
before the due date to the payee’s bank account as shown in the Assignees’ records. In
the event the check is not received, upon proper notification, Annuity Issuer will initiate
stop payment procedures. Upon confirmation that the check was not cashed and stop
payment effected, Annuity Issuer will issue a replacement check.
3-

ATTORNEY'S FEES

Each party hereto shall bear all attorney's fees and costs arising from the actions

of its own counsel in connection -with this Settlement Agreement, the matters and
documents referred to herein, and all related matters.
4.

REPRESENTATION OF COMPREHENSION OF DOCUMENT

In entering into this Settlement Agreement, the Plaintiff represents that they have
relied upon the advice of the attorney of their own choice concerning the legal and income
tax consequences of this Settlement Agreement; that the terms of this Settlement
Agreement are fully understood and voluntarily accepted by the Plaintiff.
5«

WARRANTY OF CAPACITY TO EXECUTE AGREEMENT

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Plaintiff represents and warrants that no other person or entity has, or has had,
any interest in the claims, demands, obligations, or causes of action referred to in this
Settlement Agreement, except as otherwise set forth herein; that Plaintiff has the sole

right and exclusive authority to execute the Settlement Agreement and receive the sums
specified in it; that Plaintiff is not currently a party to any bankruptcy action which has
not been fully discharged; and that Plaintiff has not sold, assigned, transferred, conveyed
or otherwise disposed of any of the claims, demands, obligations, or causes of action
referred to in this Settlement Agreement.
6.

CONFIDENTIALITY

Except where required by law or by a court order, the Parties agree that neither
they nor their attorneys nor representatives shall reveal to anyone other than as may be
mutually agreed to in writing, the actual Settlement Agreement document itself, any of
the terms of this Settlement Agreement or any of the amounts, numbers or terms and
conditions of any sums payable to Plaintiff hereunder on account of the Lawsuit described
in Recital A and B above.
7.

NON-DISPARAGEMENT

The Plaintiff agrees that they and their attorneys will not in any way disparage
Defendants and its employees, agents, and elected officials, in any manner. The Plaintiff

and Plaintiffs counsel agree that they will not make, respond to, or solicit any comments,
statements or the like to the news media or to others that may be considered to be
derogatory or detrimental to the good name or reputation of the Defendants.
The Defendants agree that they and their attorneys will not in any way disparage

Plaintiff or William Anderson in any manner. The Defendants, including their employees,
agents, and elected officials, and Defendants’ counsel agree that they will not make,
respond to, or solicit any comments, statements or the like to the news media or to others
that may be considered to be derogatory or detrimental to the good name or reputation
of the Plaintiff or William Anderson.
8.

GOVERNING LAW

This Settlement Agreement shall be construed and interpreted in accordance with
the laws of the State of Indiana and Federal laws.
9*

ADDITIONAL DOCUMENTS

All of the Parties and their attorneys agree to cooperate fully and execute any and
all supplementary documents and to take all additional actions which may be necessary
or appropriate to give full force and effect to the basic terms and intent of this Settlement
Agreement.
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10.

ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST

This Settlement Agreement contains the entire agreement between the Plaintiff
and the Defendants with regard to the matters set forth in it and shall be binding upon
them and inure to the benefit of the executors, administrators, personal representatives,
heirs, successors and assigns of each.

11.

EFFECTIVENESS

This Settlement Agreement shall become effective following execution by the
Plaintiff and Plaintiffs attorney, and the approval of the St. Joseph County Board of
Commissioners.
12.

TAX LIABILITY CLAUSE

It is understood between the Parties that Plaintiff has not relied upon any
representations, express or implied, made by the Defendants, its counsel, Insurers, or any
of their agents, as to the tax consequences of this Agreement, and that Plaintiff herewith
releases the Defendants and their insurers and counsel, and any of its agents and
employees from any and all liabilities in connection with such tax consequences. Plaintiff
is responsible for any tax consequences associated with this settlement.

INTENTIONALLY LEFT BLANK

{01971150.DOCX}

7

EXECUTION

I AFFIRM UNDER THE PENALTIES OF PERJURY THAT the provisions of this
Settlement Agreement and Release and their legal effect have been fully explained to me,
and I acknowledge that I am entering into this Settlement Agreement and Release
voluntarily and not under any duress or undue influence.
C"'-

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STATE OF jcvth Cg/ghnL)
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COUNTY OF

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Before me a Notary Public for

Hov r M

County, State of

personally appeared BRITTANY ANDERSON, and being first duly sworn by me upon her
oath, says that the facts alleged in the foregoing instrument are true.

Signed and sealed this

11

dav of M
day of

2026.

(Nptary Public^

Printed
[seal]

{Q19711SO.DOCX)

8

..
JEAN M. FRIES
NotaryPubHG.St3IeofSQ^Carrih.
fvh Commission Expires
June 30, 20-^n

APPROVED AS TO FORM:

Date

Gregory W. Wix

Attorney for Plaintiff

{01971150.DOCX}

9

APPROVED BY ST. JOSEPH COUNTY BOARD OF COMMISSIONERS

This

day of

, 2026:

Carl Baxmeyer, President

Anthony Hazen, Vice-President

Rafael Morton, Member

{01971150.DOCX}

10

DEREK D. DIETER
County Surveyor
SKY K. MEDORS, P.E.
County Engineer
WILLIAM S. SCHALLIOL, ESQ.
Executive Dir. of Economic Development
SHAWN A. KLEIN, AICP
Executive Dir. of Area Plan Commission

DEPARTMENT OF INFRASTRUCTURE, PLANNING & GROWTH

BOARD OF COMMISSIONERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2
ANTHONY “TONY” HAZEN
District 3

May 12, 2026
Board of Commissioners of
St. Joseph County, Indiana
Room 722 County-City Building
South Bend, Indiana 46601
Subject:

BID REQUEST FOR
S529-26: SMALL STRUCTURE REPLACEMENT ON CEDAR ROAD OVER
PITTMAN/LONGFIELD DITCH

Dear Commissioners:
Enclosed is the Notice to Bidders for the above referenced project.
Please authorize advertisement in the South Bend Tribune and Mishawaka Enterprise of the
above referenced project on the dates of Friday, May 22nd, and May 29th, with bid opening for
June 9th, 2026.
We recommend you approve the advertising and bid requests for this project.

Respectfully Submitted,

APPROVED THIS ___DAY OF MAY, 2026
BOARD OF COMMISSIONERS OF
ST. JOSEPH COUNTY, INDIANA

Sky Medors, P.E.
County Engineer

___________________________________
Carl H. Baxmeyer, President

SKM:arv

___________________________________
Anthony “Tony” Hazen, Vice President

Enclosures

c:

file

___________________________________
Rafael Morton, Member

PLANNING & ZONING | PUBLIC WORKS | SURVEYOR | DRAINAGE | ENVIRONMENTAL | ECONOMIC DEVELOPMENT
227 W. Jefferson Blvd. | 7th & 11th Fl. | South Bend, IN 46601
P: (574) 235-7800 | F: (574) 235-5057

ADVERTISEMENT FOR BIDS
NOTICE TO BIDDERS
NOTICE is hereby given the Board of Commissioners of St. Joseph County, Indiana will publicly open and read aloud
bids on Tuesday, June 9, 2026, hour of eleven o’clock [11:00] a.m. [E.D.T.] in the County Council Chambers, Fourth
Floor, County-City Building, South Bend, Indiana, as per Specifications on file, beginning May 22,2026, on the County
web-site available at http://www.sjcindiana.com/Bids.aspx?CatID=18 for the following Project:

S529-26: SMALL STRUCTURE REPLACEMENT ON CEDAR ROAD OVER PITTMAN/LONGFIELD DITCH
The project entails removing the existing small structure, installing the new small structure, guardrail and asphalt
approach work, maintenance of traffic, erosion control and incidental restoration associated with the noted small
structure replacement.
SAID bids must be accompanied with a Certified Check made payable to St. Joseph County or Bid Bond executed by
the bidder and surety company in a sum of not less than ten percent [10%] of the total amount of the bid, together
with a non-collusive affidavit as prescribed in Form 96, Revised 2013. Sealed bids must be filed in the office of the
County Commissioners no later than 11:00 a.m. [EDT] on Tuesday, June 9, 2026, Room 722, County-City Building,
South Bend, Indiana. The bidder awarded the contract will be required to furnish separate Payment, Performance,
and Maintenance Bonds before commencing work. The Payment and Performance Bond shall each remain in effect
throughout the entire construction period in an amount equal to the awarded Contract Amount. The required
Maintenance Bond shall remain in effect for a period of up to five years from the date of final acceptance in an
amount of 10 percent [10%] of the awarded Contract Amount. The bidder’s attention is directed to the Affirmative
Action Requirements and the Insurance Provisions of the Project.
RESPONSIBLE Bidders may obtain a set of and/or sets of the Contract Documents, Special Provisions, and/or Plans,
if applicable, for this Project at https://www.sjcindiana.gov/Bids.aspx?CatID=18.
SPECIFICATIONS and/or Plans, if applicable, are available online or a hardcopy is available for viewing in the
Department of Infrastructure, Planning and Growth’s Office, Room 732, County-City Building, 227 W. Jefferson
Blvd, South Bend, Indiana, 46601.
THE Board of Commissioners reserves the right to reject any or all bids or to accept the one which, in its judgment
will be to the best interest of St. Joseph County, Indiana. The Board of Commissioners also reserves the right to
hold Bids up to 60 calendar days from the receipt of the Bid.
Dated this 19th day of May 2026.

BOARD OF COMMISSIONERS OF THE
COUNTY OF ST. JOSEPH, INDIANA
CARL H. BAXMEYER, PRESIDENT
ANTHONY “TONY” HAZEN, VICE PRESIDENT

PUBLISHED:
May 22, 2026
May 29, 2026
THE SOUTH BEND TRIBUNE
MISHAWAKA ENTERPRISE

RAPHAEL MORTON, MEMBER
ATTEST:
JOHN H. MURPHY, AUDITOR

DEREK D. DIETER
County Surveyor
SKY K. MEDORS, P.E.
County Engineer
WILLIAM S. SCHALLIOL, ESQ.
Executive Dir. of Economic Development
SHAWN A. KLEIN, AICP
Executive Dir. of Area Plan Commission

DEPARTMENT OF INFRASTRUCTURE, PLANNING & GROWTH

BOARD OF COMMISSIONERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2
ANTHONY “TONY” HAZEN
District 3

May 12, 2026
Board of Commissioners of
St. Joseph County, Indiana
Room 722 County-City Building
South Bend, Indiana 46601
Subject:

2026 SAFE STREETS AND ROADS FOR ALL – APPLICATION APPROVAL

Dear Commissioners:
The Safe Streets and Roads for All federally funded program supports engineering and analysis
of safer streets for drivers and pedestrians using data driven safety planning. The following
intersections and curves will be included in the application:
Intersections:
Auten and Juniper, Ironwood and Adams, Darden and Primrose, Brick and Primrose, Dogwood
and Kern, Ash and Jefferson, Ash and Vistula
Curves:
Auten and Hazel
Brick and Hazel
Fillmore and Country Club
The program is an 80/20 funded program with the local match being 20%. The estimated value
of the application for ten (10) St. Joseph County intersections and curves is $500,000.00, with the
local share being $100,000.00. If awarded, the County’s matching funds for this grant are
available through LRSA, LOHUT and/or MVH fund accounts. We request your approval and
signature.
Respectfully Submitted,

APPROVED THIS ___DAY OF MAY 2026
BOARD OF COMMISSIONERS OF
ST. JOSEPH COUNTY, INDIANA

Sky Medors, P.E.
County Engineer

___________________________________
Carl H. Baxmeyer, President

SKM:arv

___________________________________
Anthony “Tony” Hazen, Vice President

Enclosures
___________________________________
Rafael Morton, Member
PLANNING & ZONING | PUBLIC WORKS | SURVEYOR | DRAINAGE | ENVIRONMENTAL | ECONOMIC DEVELOPMENT
227 W. Jefferson Blvd. | 7th & 11th Fl. | South Bend, IN 46601
P: (574) 235-7800 | F: (574) 235-5057

May 12, 2026

To: St. Joseph County Board of Commissioners
From: Sal Parisi
Re: Vertiv
Commissioners,
We are seeking a 3-yr approval to renew our maintenance contract with Vertiv. The maintenance contract allows us to
continue to get maintenance on our uninterruptible power supply system’s (UPS) at the primary center as well as the backup
site. A technician will come out twice a year and perform maintenance on our systems, as well as make any recommendations
they feel we need to avoid downtime if there is a power outage between the time the service power goes out and the
generator takes over.
Vertiv is a premier choice for 911 UPS maintenance because they provide specialized, 24/7, high-reliability service for missioncritical infrastructure where downtime is not an option. For emergency services, Vertiv offers tailored maintenance, rapid
response, and deep expertise in Liebert® UPS systems to ensure constant uptime.
Respectfully Submitted,

Sal Parisi
IT Director

Proposal for Service
Vertiv Corporation
4/28/2026
PSAP 911
701 W SAMPLE
SOUTH BEND, IN, 46601

4/28/2026

Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.

PSAP 911
701 W SAMPLE
SOUTH BEND, IN, 46601

As the rate of change and complexity in your data center increases, Vertiv is the dedicated partner
that you need to help you achieve your goals.

CPQ-1020288-SERV

Please complete all required fields on the signature page and attach your Purchase Order to assist
timely order processing. Should you have any questions regarding the proposal, feel free to
contact me directly at (616) 454-1218. I look forward to your response and the opportunity to work
together to improve your data center investment.

Sincerely,
Ann Knaus
2360 Oak Industrial Drive N.E.
Grand Rapids MI 49505
PHONE (616) 454-1218
FAX (616) 454-5336
EMAIL [email protected]
Order CPQ-1020288-SERV

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Site#: 1146474
PSAP 911
701 W SAMPLE
SOUTH BEND, IN 46601
Tag #

Description

Model #

Annual PM Qty.

1709175

APM UPS

NRD90CCSA0A0S62

2

1709180

SEALED BATTERY

NRBP9WX1L1A0S62

4

1709177

APM MBC

NRMB1A9C1RA0S62

1

Total price not including tax: $13,035.00
any tax required must be included in customer purchase order

Payment Terms: Net 30 Days

Coverage Type
(Coverage Dates)
ESSENTIAL
(05/01/2026) - (04/30/2027)
ESSENTIAL
(05/01/2026) - (04/30/2027)
ESSENTIAL
(05/01/2026) - (04/30/2027)

SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
APM UPS ONLY
ESSENTIAL SERVICE - 2 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 1 Annual and 1 Semi-Annual Preventive Maintenance Services on Vertiv UPS and Vertiv
internal batteries scheduled by the customer between 8am-5pm, Monday-Friday (excluding
national holidays).

Response Time

Guaranteed 4-hour on-site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv Services’ Service City.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Parts

Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).

Internal Battery Coverage

Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and Clarifications,
as applicable, for more details).

Labor & Travel

Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.

Service Professional

Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.

Battery Recycling

Includes battery recycling as required, with documentation meeting EPA requirements.

SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi-Annual Service
1.

Perform a temperature check on all breakers, connections and associated controls. Repair and/or report all high
temperature areas.

2.

Perform a complete visual inspection of the equipment, including sub-assemblies, wiring harnesses, contacts, cables and
major components.

3.

Check air filters for cleanliness. (if applicable)

4.

Check rectifier and inverter snubber boards for discoloration.

5.

Record all voltage and current meter readings on the module control cabinet or the system control cabinet.

Annual Service (includes the above, plus)
1.

Check the inverter and rectifier snubbers for burned or broken wires.

2.

Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.

3.

Check fuses on the DC capacitor deck for continuity (if applicable).

4.

With customer approval, perform operational test of the system including unit transfer and battery discharge.

5.

Calibrate and record all electronics to system specifications.

6.

Check or perform Engineering Field Change Notices (FCN) as necessary.

7.

Measure and record all low-voltage power supply levels.

8.

Record phase-to-phase input voltage and currents.

9.

Review system performance with customer to address any questions and to schedule any repairs.

10.

Check power capacitors for swelling or leaking oil (if applicable).

11.

Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).

12.

Measure and record harmonic trap filter currents (if applicable).

Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only)
Semi-Annual Service
1.

Inspect the appearance and cleanliness of the battery and the battery room.

2.

Clean normal cell top dirt accumulation (to be done only with battery off line).

3.

Measure and record the total battery float voltage and charging current.

4.

Measure and record overall AC ripple current.

5.

Measure and record overall AC ripple voltage.

6.

Visually inspect the jars and covers for cracks and leakage.

7.

Visually inspect for evidence of corrosion.

8.

Measure and record ambient temperature.

9.

Verify the condition of the ventilation equipment, if applicable.

10.

Verify the integrity of the battery rack/cabinet.

11.

Measure and record 100% of the cell temperatures.

12.

Measure and record the float voltage of all cells.1Measure and record all internal impedance readings.

13.

Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.

Annual Service (includes the above, plus)
1.

Re-tighten all battery connections to the battery manufacturer's specifications, offline only.

Corrective Maintenance Performed as Required
1.

Refurbish cell connections as deemed necessary by the detailed inspection report.

ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
All battery checks are recorded through the Field DB reporting system. Only visual battery inspection and total battery voltages
are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through Field DB.

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:


Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.



Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.



Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.



Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.



Shutdown: Service may require shutdown of load to ensure electrical connection integrity.



Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.

SCOPE OR WORK
ADDENDUM FOR LIFE SERVICES

SERVICE PERFORMED
1.

One startup visit within the 48 contiguous states by a factory trained Vertiv Customer Engineer either during managed
equipment startup or after the managed equipment has been installed and cabling terminated. Visit to be scheduled at the
customer’s convenience. (8x5 Monday-Friday, excluding national holidays).

2.

Site Acceptance Test of the LIFE™ Service to validate performance and event recognition.

3.

24x7 continuous remote monitoring of events and parametric data from managed equipment.

4.

Quarterly event and data analysis report that identifies recent trends and changes to recorded data that may impact
performance or availability of the managed equipment. This report will be emailed to the customer’s primary contact.

5.

Contacting the customer by phone on critical events or conditions that may impact availability. Please note critical events
are predefined by Vertiv Service for the managed equipment.
1.

Dispatch field service engineer if required and if managed equipment is under maintenance contract with Vertiv
Services.

6.

Technical phone support (8x5 Monday-Friday, excluding national holidays) for the LIFE™ Services, events/alarm(s),
processes, communication issues, and report clarification.

7.

Full parts, labor, and travel coverage on communication card(s) during the LIFE™ service contract term.

INSTALLATION AND SITE REQUIREMENTS
General Customer Responsibilities
1.

Provide all sufficient and relevant information required to complete site survey.

2.

Provide a primary site contact person responsible for receiving notification of critical events or conditions, requests for onsite service access, reports, and authorization of service changes.

3.

Provide alternative site contact if applicable for receiving notification of critical events or conditions and also requests for
on-site access.

4.

A valid e-mail address to ensure receipt of quarterly event and data analysis report.

Network/Internet-Based Communication Requirements
1.

A primary site network contact person shall be provided for assigning IP addresses and installation of network drops

2.

Connectivity to the local area network for each piece of managed equipment (network drop)

3.

Availability of network port : TCP port 80

Installation Procedure
1.

If required communication card(s) is/are ordered and sent to the customer site.

2.

Customer completes Customer Survey indicating appropriate IP addresses, primary and alternative contact information.

3.

Vertiv Services commissions communication card(s) per site survey.

4.

Vertiv Services performs site acceptance test.

Additional Notes:


Managed equipment means UPS single module unit.



Communication cards means Unity card.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.

SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday-Friday (excluding national holidays).

Response Time

Guaranteed 4-hour on-site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv Services’ Service City.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Parts

Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).

Labor & Travel

Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.

Service Professional

Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.

SERVICE PERFORMED
1.

Perform a complete visual inspection of the equipment, including sub-assemblies, wiring harnesses, contacts, cables and
major components.

2.

Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.

3.

Clean any foreign material and dust from internal compartments.

4.

Perform a status check of alarm circuits. (If Applicable).

5.

Calibration of the equipment to meet manufacturer's specifications (if applicable).

6.

Operational checkout of the system to include transfers and proper status indications.

7.

Check or perform Engineering Field Change Notices (FCN) as necessary.

8.

Return unit to operational service with normal load then measure and verify display indications.

ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:

 Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.

 Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.

 Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.

 Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.

 Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
 Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.

SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
ESSENTIAL SERVICE - 4 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday-Friday (excluding national holidays).

Response Time

Guaranteed 4-hour on-site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv’s Service city.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Internal Battery Coverage

Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and Clarifications,
as applicable, for more details).

Labor & Travel

Includes 100% labor and travel coverage.

Service Professional

Performed by Vertiv factory-trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.

Battery Recycling

Includes battery recycling as required, with documentation meeting EPA requirements.

SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**

Quarterly Service
1.

Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).

2.

Measure and record the total battery float voltage and charging current.

3.

Measure and record overall AC ripple voltage.

4.

Measure and record overall AC ripple current.

5.

Visually inspect the jars and covers for cracks and leakage.

6.

Visually inspect for evidence of corrosion.

7.

Measure and record the ambient temperature.

8.

Verify the condition of the ventilation equipment, if applicable.

9.

Verify the integrity of the battery rack/cabinet.

10.

Measure and record 100% of the cell temperatures.

11.

Measure and record the float voltage of all cells.

12.

Measure and record all internal Ohmic values.

13.

Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.

Annual Service (plus Quarterly Service)

 Re-tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer’s literature
to determine if re-tightening is required.

 Measure and record all battery connection Ohmic values, when applicable.
 Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1.

Refurbish cell connections as deemed necessary by the detailed inspection report.

2.

Minor repairs to battery systems occurring during the contract period will be covered by the contract.

Conditions for Single Jar Replacement Service for Lead Acid Batteries

 The Customer is covered by an Essential or Preferred Contract.
 The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.

 Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
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.

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:

 Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.

 Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.

 Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.

 Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.

 Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
 Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.

Order Number: CPQ-1020288-SERV
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082

Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673

FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Ann Knaus
Attn: Ann Knaus
Email: [email protected]
Fax: (616) 454-5336
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 ID # ____________________________________ 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 thirty (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 ninety (90) 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.vertivco.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:

___________________________________
Ann Knaus
Date

_________________________________________________
Buyer Signature Required
Date
_________________________________________________
Printed Name
Title
Phone

Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:

Requirement
Purchasing Company
Information
Vertiv Name and Address

Details
•
•

Provide your Company’s legal name and billing address
For new Customers:
o
Provide your Company’s W-9 with matching legal name and address
o
Complete a Credit Application Link if requesting credit

•

U.S. Orders:
o
Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
Canadian Orders:
o
Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L 0B2 Canada
– OR –
3001, rue Douglas B. Floreani, St. Laurent, QC, H4S 1Y7, Canada

•

Product and/or Services
Ordered

•

P.O. Order Value

•

•

•

Include line-item detail with quantities for each product/service ordered
– OR –
Provide an aggregate solution description with a reference to the Vertiv quote number
Line level pricing including a total purchase commitment value
– OR –
Aggregate / total solution value only

Payment Terms

•

Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms

Freight Terms

•

Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o
Identify who is responsible for freight coordination and when title transfers

Tax Status

•

Orders will be processed as taxable unless a “tax exempt” status is defined on the P.O. and a
valid/current tax-exemption certificate is presented with P.O. or already on file with Vertiv

Requested Ship Date(s)

•

Unless expecting immediate or first available shipment date, include specific shipment timing
requests

Ship to Address(es)

•

Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations

Special Order Requirements

•

Indicate any special requirements or instructions, such as:
o
Formal approval of Submittals before order acceptance
o
Milestone Billing details (required either by Customer or Vertiv)
o
Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)

Vertiv Corporation
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services (“Parts”) or licensing software
and/or firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to
as the "Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment,
Seller’s scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and
licensing of Software by Seller, and all associated terms, conditions and documents incorporated by
specific reference herein or therein, constitute the complete and exclusive statement of the terms of
the agreement (“Agreement”) governing the sale of Goods, Parts, and/or license of Software by Seller
to Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved
by Seller. Seller’s acceptance of Buyer’s purchase order is expressly conditional on Buyer’s assent to
all of Seller’s terms and conditions of sale, including terms and conditions that are different from or
additional to the terms and conditions of Buyer’s purchase order. Buyer's acceptance of the Goods,
Parts, and/or Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the
right in its sole discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for ninety (90) days after the date of Seller's
quotation, Seller’s scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such ninety (90) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller’s shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be borne by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller’s price for the Goods, Parts, and/or Software prior to Seller’s
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller’s then-prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same)
affecting Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or
Software, or which Seller is otherwise required to pay or collect in connection with the sale, purchase,
delivery, performance, storage, processing, use or consumption of Goods, Parts, and/or Software,
shall be for Buyer's account and shall be added to the price or billed to Buyer separately, at Seller’s
election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and
Seller hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees,
relating to the collection of past due amounts. If any payment owed to Seller is not paid when due, it
shall bear interest, at a rate to be determined by Seller, which shall not exceed the maximum rate
permitted by law, from the date on which it is due until it is paid. Seller may preserve its interests in
payment by enforcing any applicable mechanic’s, labor, construction or similar lien rights. Should
Buyer's financial responsibility become unsatisfactory to Seller, cash payments or security satisfactory
to Seller may be required by Seller for future deliveries or performance of Goods, Parts, and/or
Software. If such cash payment or security is not provided, in addition to Seller's other rights and
remedies, Seller may discontinue deliveries or performance. Buyer hereby grants Seller a security
interest in all Goods, Parts, and/or Software sold to Buyer by Seller, which security interest shall
continue until all such Goods, Parts, and/or Software are fully paid for, and Buyer, upon Seller's
demand, will execute and deliver to Seller such instruments as Seller requests to protect and perfect
such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain
the delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates
and/or performance dates are approximate and not guaranteed. Seller reserves the right to make
partial shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts,
and/or Software for which Buyer has not provided shipping instructions and other required information.
If the shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer
for any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional
expenses resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or
Software is outside of the United States (except for those international sales to Seller’s affiliated
companies), risk of loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer
immediately after the Goods, Parts, and/or Software have passed beyond the territorial limits of the
United States. For international sales to Seller’s affiliated companies, all shipments of Goods, Parts,
and/or Software are made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight
charges from Seller’s facility to destination terminal invoiced to buyer either on a Prepaid or PPD/Add
basis, as agreed to by Seller and Buyer. All other shipments of Goods, Parts, and/or Software are
made on an Ex Works (EXW) Seller’s Shipping Point basis, per Incoterms 2020, with Seller
responsible to load goods on Buyer’s nominated vehicle. Any claims for shortages or damages
suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier.
Notwithstanding the above, risk of loss and legal title to Parts shall transfer to Buyer (i) upon delivery
by the Seller, or (ii) at the time Parts are placed in storage due to Buyer’s delay or postponement.
Shortages or damages must be identified and signed for at the time of delivery. Requests for changes
in quoted transportation modes will not be made or accepted on orders already processed unless
otherwise mutually agreed upon by Seller and Buyer. Requests for changes in quoted transportation
modes to orders already accepted by Seller will be subject to new freight terms and billed at the price
in effect at the time of the request for change. Any request for changes to quoted transportation modes
must be submitted in writing to Seller and are subject to Seller’s acceptance and adjustment in freight
price. The transportation costs quoted by Seller may be changed by Seller without notice in order to
reflect Seller’s prices at the time of shipment and will reflect any market increase in transportation
costs. If a price for delivery has been quoted, any changes at the destination for transportation modes,

spotting, switching, handling, storage and other accessorial services and demurrage shall be borne by
the customer, and any related increase in transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, 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 and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not
limited to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered
thermal vent systems are warranted to be free from defects in material and workmanship for a period
of twelve (12) months from date of shipment, or manufacturer’s pass through warranty, whichever is
longer, provided the following conditions are met: (i) Semi-annual preventive maintenance logs are
maintained by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the
air conditioner unit does not vary by greater than +/-10%; and (iii) in the event of accidental or
intentional shut-off, a Thermal Solution Component will not be restarted for at least five (5) minutes;
and (iv) the refrigerant specified on the unit nameplate label will be the only refrigerant utilized in the
air conditioner unit; and, (v) Buyer complies with all installation, operations and maintenance
instructions provided by Seller. Goods, Parts and/or Software purchased by Seller from a third party
for resale or license to Buyer ("Resale Products") shall carry only the warranty extended by the
original manufacturer. To the extent assignable, Seller assigns to Buyer any warranties that are made
by manufacturers and suppliers of such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE
PRODUCTS FURNISHED HEREUNDER ARE FURNISHED AS-IS, WHERE-IS, WITH NO
WARRANTY WHATSOEVER. THE WARRANTY SET FORTH IN THIS SECTION 5 AND THE
WARRANTY SET FORTH IN SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN
BY SELLER WITH RESPECT TO THE GOODS AND/OR SOFTWARE AND 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, AND WHETHER OR NOT
SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER
FOR BUYER'S USE OR PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS
WHO BUY FOR INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses
or damages due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than
Seller's), unauthorized modification or alteration, use beyond rated capacity, unsuitable power sources
or environmental conditions, improper installation, repair, handling, maintenance or application or any
other cause not the fault of Seller. To the extent that Buyer or its agents have supplied specifications,
information, representation of operating conditions or other data to Seller in the selection or design of
the Goods and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the
event that actual operating conditions or other conditions differ from those represented by Buyer, any
warranties or other provisions contained herein that are affected by such conditions shall be null and
void. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property
arising out of, connected with, or resulting from the use of Goods, Parts, and/or Software, either alone
or in combination with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR
BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED
UNDER SECTION 8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR
REFUND OF THE PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR
DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET
FORTH IN THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF
THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT,
NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY
TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC
GOODS, PARTS, AND/OR SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR
CAUSE OF ACTION. BUYER AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS SHALL NOT EXTEND TO INCLUDE 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. It is expressly
understood that any technical advice furnished by Seller with respect to the use of the Goods, Parts
and/or Software is given without charge, and Seller assumes no obligation or liability for the advice
given, or results obtained, all such advice being given and accepted at Buyer's risk.
7. INSURANCE: 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 $2,000,000 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 $2,000,000 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 $2,000,000. Automobile Liability insurance includes
Contractual Liability, but no special endorsements. Buyer expressly acknowledges and agrees that
Seller has set its prices and entered into this Agreement in reliance upon the limitations of liability,
insurance coverage, and other terms and conditions specified herein, which allocate the risk between
Seller and Buyer and form a basis of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6
and any and all associated terms, conditions and documents incorporated by specific reference by
Seller, Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer
according to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of
the date of shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any
claim or suit involving Buyer in which such infringement is alleged and cooperate fully with Seller and
permit Seller to control completely the defense, settlement or compromise of any such allegation of
infringement. Seller's warranty as to utility patents only applies to infringement arising solely out of
Buyer’s operation according to Seller's specifications and instructions of such Goods and/or Software.

In the event (i) such Goods and/or Software are held to infringe such a U.S. patent or copyright in such
suit, and the use of such Goods and/or Software is enjoined, or (ii) a compromise or settlement is
made by Seller, Seller shall have the right, at its option and expense, to procure for Buyer the right to
continue using such Goods and/or Software, or replace them with non-infringing Goods and/or
Software, or modify same to become non-infringing, or grant Buyer a credit for the depreciated value
of such Goods and/or Software and accept return of them. In the event of the foregoing, Seller may
also, at its option, cancel the agreement as to future deliveries of such Goods and/or Software, without
liability. Except as otherwise provided herein, Seller or applicable third party licensor to Seller
maintains all right, title and interest in and to the intellectual property in the Goods, Parts, and/or
Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for nonperformance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or
riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions;
unavailability of or delays in transportation; unavailability of or delays in the supply of materials,
components, parts or labor required for the design and/or manufacture of Goods, Software or the
performance by Seller hereunder; default of suppliers; or unforeseen circumstances, acts or omissions
of Buyer, or any events or causes beyond Seller's reasonable control. Deliveries or other performance
may be suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in the
event of any of the foregoing, but the balance of this Agreement shall otherwise remain unaffected as
a result of the foregoing. If Seller determines that its ability to supply the total demand for the Goods,
Parts, and/or Software, or to obtain material used directly or indirectly in the manufacture of the
Goods, Parts, and/or Software, is hindered, limited or made impracticable due to causes set forth in
this paragraph, Seller may delay or cancel performance, make equitable adjustments in Seller’s price
for the Goods, Parts, and/or Software, and/or allocate its available supply of the Goods, Parts,
Software, and/or such material (without obligation to acquire other supplies of any such Goods, Parts,
Software, or material) among its purchasers on such basis as Seller determines to be equitable
without liability for any failure of performance which may result therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and
upon payment to Seller of Seller's cancellation charges which include, among other things, all costs
and expenses incurred, and to cover commitments made by the Seller, and a reasonable profit
thereon. Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to
order for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts,
and/or Software manufactured prior to the date of such change.
12. NUCLEAR/MEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort,
contract or otherwise, including allegations that the Seller’s liability is based on negligence or strict
liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent,
shall be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non-transferable royalty free
license to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing
such Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only
after execution of Seller's (or the licensor’s) applicable standard license agreement, the terms of which
are incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers,
except as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller,
it shall be provided to Buyer at Seller's applicable prices then in effect.
17. INSPECTION/TESTING: Buyer, at its option and expense, may observe the inspection and
testing by Seller of the Goods and/or Software for compliance with Seller's standard test procedures
prior to shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable
time as is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by
Buyer before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met
when the Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect
the Goods and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i)
the date of delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each
portion of the services to inspect the Goods, Parts, and/or Software, and in the event of any nonconformity, Buyer must give written notice to Seller within said period stating why the Goods, Parts,
and/or Software are not conforming. Failure by Buyer to give such notice constitutes unqualified
acceptance of the Goods, Parts, and/or Software. Buyer’s sole remedy for non-conforming services
shall be correct performance of services incorrectly performed by Seller.

18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller’s then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all
liens, encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller’s specified
location. Returns made without proper written permission will not be accepted by Seller. Seller
reserves the right to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller’s then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Seller’s quotation,
Seller’s order acknowledgement, Seller’s scope of work, or other documents referenced herein and
therein; b) any services performed at times other than Seller’s normal service hours; c) if timely and
reasonable site and/or equipment access is denied the Seller service representative; d) if it is
necessary, due to local circumstances, to use union labor or hire an outside contractor, Seller service
personnel will provide supervision only and the cost of such union or contract labor will be charged to
Buyer; (e) if service or repair is necessary to return equipment to proper operating condition as a result
of other than Seller (i) maintenance, repair, or modification (including, without limitation, changes in
specifications or incorporation of attachments or other features), (ii) misuse or neglect, (including,
without limitation, failure to maintain facilities and equipment in a reasonable manner), (iii) failure to
operate equipment in accordance with applicable specifications, and (iv) catastrophe, accident, or
other causes external to equipment; (f) Seller’s performance is made more burdensome or costly as a
result of Buyer’s failure to comply with its obligations herein, or (g) any additional obligations or
requirements, including but not limited to those related to insurance requirements, service delivery,
building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and
drawings in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European
Union, and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts,
Software, and services may be supplied, will apply to their receipt and use. In no event shall Buyer
use, transfer, release, import, export, Goods, Parts, or Software in violation of such applicable laws,
regulations, orders or requirements.
23. NON-SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of
Seller during the period any Goods are being provided to Buyer and for a period of one (1) year after
the last provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions
shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance,
understanding or agreement purporting to modify, vary, explain, or supplement this Agreement shall
be binding unless hereafter made in writing and signed by the party to be bound, and no modification
or additional terms shall be applicable to this Agreement by Seller's receipt, acknowledgment, or
acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at
variance with or in addition to those set forth herein. Any such modifications or additional terms are
specifically rejected and deemed a material alteration hereof. If this document shall be deemed an
acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer’s assent to
any additional or different terms set forth herein. Seller reserves the right to subcontract services to
others. No waiver by either party with respect to any breach or default or of any right or remedy, and
no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default
or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to
be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or
publication are subject to correction. The validity, performance, and all other matters relating to the
interpretation and effect of this Agreement shall be governed by the law of the state of Ohio without
regard to its conflict of laws principles. Buyer and Seller agree that the proper venue for all actions
arising in connection herewith shall be only in Ohio and the parties agree to submit to such jurisdiction.
No action, regardless of form, arising out of transactions relating to this contract, may be brought by
either party more than two (2) years after the cause of action has accrued. The U.N. Convention on
Contracts for the International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your nonpersonal information and data, which includes without limitation, all data, materials, reports, text,
sound, video, image files, software or any other information (“Service Data”) that is provided by, or on
behalf of, Buyer, or collected or compiled by Seller, its affiliates, subsidiaries, or service providers
through the Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers
may collect, compile, retain, use, reproduce, and create derivative works of Service Data: (i) to provide
services, support, and maintenance; (ii) to develop and improve products, software, and services; and
(iii) for scientific and technical research and marketing purposes. Buyer is solely responsible for the
Service Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates,
subsidiaries, and service providers to process and use Service Data as described in this paragraph
without violating the rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries,

and service providers to Buyer or any third party. The Service Data will be aggregated with other
information, materials, or data collected or compiled by, or provided to, Seller, its affiliates,
subsidiaries, or service providers and anonymized, such that the Service Data will not intentionally
reveal Buyer’s identity. In accordance with applicable law, Service Data may be transferred,
transmitted, or distributed to, stored, and processed in, cloud computing environments in the United
States or any other country in which Seller, its affiliates, subsidiaries, or service providers maintain
operations. By using the Goods, Parts, and/or Software, Buyer agrees to such use, transfer,
transmission, distribution, storage, and processing of the Service Data. Seller, its affiliates,
subsidiaries, and service providers will retain Service Data for as long as is necessary for Seller and its
affiliates and subsidiaries business purposes in accordance with applicable law. The rights and
licenses granted herein to Seller’s service providers shall only be granted to the extent service
providers are providing goods and services on Seller’s and its affiliates and subsidiaries behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise
affiliated with Buyer in accordance with Seller's "Privacy Notice for Customers and Suppliers –
California" available here www.vertiv.com/ca-privacy (the “Notice”), which Notice the Buyer hereby
acknowledges having received, read, and understood. In the event of any queries or concerns with its
contents, Buyer must contact Seller at the contact details provided in the Notice prior to entering into
this Agreement or the commencement of performance hereunder, in failure of which, the terms of the
Notice will be deemed accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power
and outlets for testing purposes. The facilities shall be within a reasonable distance from where the
Goods are to be provided. Seller and its representatives shall have full and free access to the
equipment in order to provide the necessary Goods. Buyer authorizes Seller to send a service
technician or an authorized agent to access any site requested by Buyer to perform services, including
services on different scopes of work and equipment as requested by Buyer. Buyer shall provide the
means to shut-off and secure electric power to the equipment and provide safe working conditions.
Seller is under no obligation to remove or dispose of Parts or equipment unless specifically agreed
upon in Seller’s scope of work. Buyer shall immediately inform Seller, in writing, at the time of order
placement and thereafter, of any unsafe or hazardous substance or condition at the site, including, but
not limited to, the presence of asbestos or asbestos-containing materials, and shall provide Seller with
any applicable Material Data Safety Sheets regarding the same. Any losses, costs, damages, claims
and expenses incurred by Seller as a result of Buyer’s failure to so advise Seller shall be borne by
Buyer. Seller, in its sole discretion and without cost or penalty, reserves the right to cancel its
performance under this Agreement or any order immediately upon written notice to Buyer following
Seller discovery of unsafe or hazardous site substance or condition or any other circumstance altering
Seller’s performance hereunder. Buyer shall appoint a representative familiar with the site and the
nature of Seller’s performance to be accessible at all times that Seller personnel are at the site. Seller
shall not be liable for any expenses incurred by Buyer in removing, replacing or refurbishing any Buyer
equipment or any part of Buyer’s building structure that restricts Seller access. Buyer personnel shall
cooperate with and provide all necessary assistance to Seller. Seller shall not be liable or responsible
for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party’s subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee’s own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle
claims, or the indemnifying party’s obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. Vertiv™ and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been
taken to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv’s sole discretion
upon notice. SL-70604_REVE_5-22.

Proposal for Service
Vertiv Corporation
4/28/2026
PSAP 911 CENTER
58266 DOWNEY AVE.
MISHAWAKA, IN, 46544

4/28/2026
PSAP 911 CENTER
58266 DOWNEY AVE.
MISHAWAKA, IN, 46544
CPQ-1019207-SERV

Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.
As the rate of change and complexity in your data center increases, Vertiv is the dedicated partner
that you need to help you achieve your goals.
Please complete all required fields on the signature page and attach your Purchase Order to assist
timely order processing. Should you have any questions regarding the proposal, feel free to
contact me directly at (616) 454-1218. I look forward to your response and the opportunity to work
together to improve your data center investment.

Sincerely,
Ann Knaus
2360 Oak Industrial Drive N.E.
Grand Rapids MI 49505
PHONE (616) 454-1218
FAX (616) 454-5336
EMAIL [email protected]
Order CPQ-1019207-SERV

Liebert UPS / Power / Battery Services:
 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.
 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.
 With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any issue can be resolved in the
least amount of time possible.
 To make sure we get the right part to the right place at the right time, we have the industry’s most sophisticated parts logistics system. No matter where
you are in the US we also have a parts warehouse close to serve you.
 We maintain and follow all safety and compliance regulations necessary to keep CE’s from harm and protect you, our customers from liability. We care
about your safety.

Site#: 1184702
PSAP 911 CENTER
58266 DOWNEY AVE.
MISHAWAKA, IN 46544
Tag #

Description

Model #

Annual PM Qty.

1738366

NX UPS 225KVA

38SA225A0AFB585

2

1738367

SEALED BATTERY

38BB225X2K1BL1A

2

1752343

NX MBC

MBP3400A05S4402

1

1752332

ALBER CONTRLR

BDSI-NX

1

1752333

ALBER CONTRLR

BDSI-NX

1

Total price not including tax: $17,575.00
any tax required must be included in customer purchase order

Payment Terms: Net 30 Days

Coverage Type
(Coverage Dates)
ESSENTIAL
(05/01/2026) - (04/30/2027)
BASIC 8X5
(05/01/2026) - (04/30/2027)
ESSENTIAL
(05/01/2026) - (04/30/2027)
ESSENTIAL
(05/01/2026) - (04/30/2027)
ESSENTIAL
(05/01/2026) - (04/30/2027)

SCOPE OF WORK
BATTERY MONITORING SERVICES
BDSI BATTERY DIAGNOSTIC SYSTEM
ESSENTIAL SERVICE - 1 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday-Friday (excluding national holidays).

Response Time

Guaranteed next day response, 7 days/week, 24 hours/day, within 150 miles of a Vertiv’s
Service City.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Parts

Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).

Labor & Travel

Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.

Service Professional

Performed by Vertiv factory-trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.

Commissioning Service

Includes commissioning service scheduled by the customer between 8am-5pm, Monday-Friday
(excluding national holidays). Commissioning includes adjustments to the system after single
jar battery replacements and system commissioning after full string replacements (does not
include batteries, tab washer installation or installation labor).

SERVICE PERFORMED
1.

Perform a complete visual inspection of the equipment, including sub-assemblies, wiring harnesses, contacts, cables and
major components.

2.

Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.

3.

Inspect for broken, brittle, damaged, or heat stressed components and cables.

ASSUMPTIONS AND CLARIFICATIONS
Commissioning does not include batteries, tab washer installation or installation labor

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:


Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.



Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.



Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.



Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.



Shutdown: Service may require shutdown of load to ensure electrical connection integrity.



Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.

SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS
ESSENTIAL SERVICE - 2 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 1 Annual and 1 Semi-Annual Preventive Maintenance Services, scheduled by the
customer between 8am-5pm, Monday-Friday (excluding national holidays).

Response Time

Guaranteed 4-hour on-site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv’s Service City.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Parts

Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).

Labor & Travel

Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.

Service Professional

Performed by Vertiv factory-trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.

VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE
Vertiv Customer Engineers (CEs) are the only authorized, factory- trained and OEM-supported service providers for Vertiv
equipment with access to Vertiv’s proprietary service tools and software to ensure optimal equipment performance.


Using proprietary software PPvis™, Paramset™, and WinSVT™ CEs apply Vertiv’s knowledge base to diagnose, configure
and optimize your Vertiv equipment.



Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest version
of operational firmware to ensure equipment is running at optimal performance and efficiency levels.



Vertiv exclusively enables:


Access to OEM engineering support and product enhancements.



Optimized methods of procedure for efficient service supported by proprietary documentation.



Improved MTBR and MTTR.



Root cause forensic analysis.



Continual improvements with tested and certified updates for software and hardware improvements throughout
the equipment’s lifecycle.



CEs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.



Benchmarking against the entire service population to identify service trends and provide solutions rapidly or
before they occur, reducing or eliminating customer events and outages.



Vertiv Service CEs are trained in NFPA 70E and OSHA best practices, and all processes and procedures strictly comply with
NFPA 70E industry standards.

SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi-Annual Service
1.

Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.

2.

Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and
major components.

3.

Check air filters for cleanliness. (if applicable)

4.

Check rectifier and inverter snubber boards for discoloration.

5.

Conduct diagnostic review with proprietary access to internal event logs.

6.

Record all voltage and current meter readings on the module control cabinet or the system control cabinet.

7.

Measure and record the dc float voltage at the UPS and at the battery

8.

Measure and record the ripple voltage and current

Annual Service
1.

Check power capacitors for swelling or leaking oil (if applicable).

2.

Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).

3.

Measure and record harmonic trap filter currents (if applicable).

4.

Check the inverter and rectifier snubbers for burned or broken wires.

5.

Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.

6.

Check fuses on the DC capacitor deck for continuity (if applicable).

7.

With customer approval, perform operational test of the system, including unit transfer and battery discharge.

8.

Calibrate and record all electronics to system specifications.

9.

Check or perform Engineering Field Change Notices (FCN) as necessary.

10.

Measure and record all low-voltage power supply levels.

11.

Record phase-to-phase input voltage and currents.

12.

Record real and apparent power for each phase.

13.

Review system performance with customer to address any questions and to schedule any repairs.

Battery Inspection Service - Performed During the UPS Annual PM Service
1.

Check integrity of battery cabinet (if applicable).

2.

Perform a visual inspection of the battery, battery cabinet or rack and battery room and note any deficiencies and
recommendations.

ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes batteries, air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.

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.
Modular designed UPS systems may have less accessibility to listed “if applicable” checks above due to the design and usage of
certain UPS systems.

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:


Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.



Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.



Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.



Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.



Shutdown: Service may require shutdown of load to ensure electrical connection integrity.



Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.

SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday-Friday (excluding national holidays).

Response Time

Guaranteed 4-hour on-site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv Services’ Service City.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Parts

Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).

Labor & Travel

Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.

Service Professional

Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.

SERVICE PERFORMED
1.

Perform a complete visual inspection of the equipment, including sub-assemblies, wiring harnesses, contacts, cables and
major components.

2.

Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.

3.

Clean any foreign material and dust from internal compartments.

4.

Perform a status check of alarm circuits. (If Applicable).

5.

Calibration of the equipment to meet manufacturer's specifications (if applicable).

6.

Operational checkout of the system to include transfers and proper status indications.

7.

Check or perform Engineering Field Change Notices (FCN) as necessary.

8.

Return unit to operational service with normal load then measure and verify display indications.

ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:

 Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.

 Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.

 Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.

 Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.

 Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
 Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.

SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
BASIC (8X5) SERVICE - 2 PM

SERVICE SUMMARY
Feature

Detail

On-Site Service

Includes 1 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday-Friday (excluding national holidays).

Response Time

Guaranteed 4-hour on-site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv’s Service city.

Customer Support

Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.

Labor & Travel

Does not include labor or parts coverage for full-string or partial-string replacement.
Includes labor and travel coverage for minor correction.

Service Professional

Performed by Vertiv factory-trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.

SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**

Quarterly Service
1.

Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).

2.

Measure and record the total battery float voltage and charging current.

3.

Measure and record overall AC ripple voltage.

4.

Measure and record overall AC ripple current.

5.

Visually inspect the jars and covers for cracks and leakage.

6.

Visually inspect for evidence of corrosion.

7.

Measure and record the ambient temperature.

8.

Verify the condition of the ventilation equipment, if applicable.

9.

Verify the integrity of the battery rack/cabinet.

10.

Measure and record 100% of the cell temperatures.

11.

Measure and record the float voltage of all cells.

12.

Measure and record all internal Ohmic values.

13.

Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.

Annual Service (plus Quarterly Service)

 Re-tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer’s literature
to determine if re-tightening is required.

 Measure and record all battery connection Ohmic values, when applicable.
 Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1.

Refurbish cell connections as deemed necessary by the detailed inspection report.

2.

Minor repairs to battery systems occurring during the contract period will be covered by the contract.

ASSUMPTIONS AND CLARIFICATIONS
Does not include labor or parts coverage for full-string or partial-string replacement.

CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:

 Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.

 Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.

 Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.

 Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.

 Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
 Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24hours prior to scheduled event.

TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.

Order Number: CPQ-1019207-SERV
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082

Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673

FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Ann Knaus
Attn: Ann Knaus
Email: [email protected]
Fax: (616) 454-5336
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 ID # ____________________________________ 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 thirty (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 ninety (90) 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.vertivco.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:

___________________________________
Ann Knaus
Date

_________________________________________________
Buyer Signature Required
Date
_________________________________________________
Printed Name
Title
Phone

Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:

Requirement
Purchasing Company
Information
Vertiv Name and Address

Details
•
•

Provide your Company’s legal name and billing address
For new Customers:
o
Provide your Company’s W-9 with matching legal name and address
o
Complete a Credit Application Link if requesting credit

•

U.S. Orders:
o
Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
Canadian Orders:
o
Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L 0B2 Canada
– OR –
3001, rue Douglas B. Floreani, St. Laurent, QC, H4S 1Y7, Canada

•

Product and/or Services
Ordered

•

P.O. Order Value

•

•

•

Include line-item detail with quantities for each product/service ordered
– OR –
Provide an aggregate solution description with a reference to the Vertiv quote number
Line level pricing including a total purchase commitment value
– OR –
Aggregate / total solution value only

Payment Terms

•

Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms

Freight Terms

•

Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o
Identify who is responsible for freight coordination and when title transfers

Tax Status

•

Orders will be processed as taxable unless a “tax exempt” status is defined on the P.O. and a
valid/current tax-exemption certificate is presented with P.O. or already on file with Vertiv

Requested Ship Date(s)

•

Unless expecting immediate or first available shipment date, include specific shipment timing
requests

Ship to Address(es)

•

Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations

Special Order Requirements

•

Indicate any special requirements or instructions, such as:
o
Formal approval of Submittals before order acceptance
o
Milestone Billing details (required either by Customer or Vertiv)
o
Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)

Vertiv Corporation
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services (“Parts”) or licensing software
and/or firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to
as the "Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment,
Seller’s scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and
licensing of Software by Seller, and all associated terms, conditions and documents incorporated by
specific reference herein or therein, constitute the complete and exclusive statement of the terms of
the agreement (“Agreement”) governing the sale of Goods, Parts, and/or license of Software by Seller
to Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved
by Seller. Seller’s acceptance of Buyer’s purchase order is expressly conditional on Buyer’s assent to
all of Seller’s terms and conditions of sale, including terms and conditions that are different from or
additional to the terms and conditions of Buyer’s purchase order. Buyer's acceptance of the Goods,
Parts, and/or Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the
right in its sole discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for ninety (90) days after the date of Seller's
quotation, Seller’s scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such ninety (90) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller’s shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be borne by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller’s price for the Goods, Parts, and/or Software prior to Seller’s
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller’s then-prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same)
affecting Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or
Software, or which Seller is otherwise required to pay or collect in connection with the sale, purchase,
delivery, performance, storage, processing, use or consumption of Goods, Parts, and/or Software,
shall be for Buyer's account and shall be added to the price or billed to Buyer separately, at Seller’s
election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and
Seller hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees,
relating to the collection of past due amounts. If any payment owed to Seller is not paid when due, it
shall bear interest, at a rate to be determined by Seller, which shall not exceed the maximum rate
permitted by law, from the date on which it is due until it is paid. Seller may preserve its interests in
payment by enforcing any applicable mechanic’s, labor, construction or similar lien rights. Should
Buyer's financial responsibility become unsatisfactory to Seller, cash payments or security satisfactory
to Seller may be required by Seller for future deliveries or performance of Goods, Parts, and/or
Software. If such cash payment or security is not provided, in addition to Seller's other rights and
remedies, Seller may discontinue deliveries or performance. Buyer hereby grants Seller a security
interest in all Goods, Parts, and/or Software sold to Buyer by Seller, which security interest shall
continue until all such Goods, Parts, and/or Software are fully paid for, and Buyer, upon Seller's
demand, will execute and deliver to Seller such instruments as Seller requests to protect and perfect
such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain
the delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates
and/or performance dates are approximate and not guaranteed. Seller reserves the right to make
partial shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts,
and/or Software for which Buyer has not provided shipping instructions and other required information.
If the shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer
for any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional
expenses resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or
Software is outside of the United States (except for those international sales to Seller’s affiliated
companies), risk of loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer
immediately after the Goods, Parts, and/or Software have passed beyond the territorial limits of the
United States. For international sales to Seller’s affiliated companies, all shipments of Goods, Parts,
and/or Software are made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight
charges from Seller’s facility to destination terminal invoiced to buyer either on a Prepaid or PPD/Add
basis, as agreed to by Seller and Buyer. All other shipments of Goods, Parts, and/or Software are
made on an Ex Works (EXW) Seller’s Shipping Point basis, per Incoterms 2020, with Seller
responsible to load goods on Buyer’s nominated vehicle. Any claims for shortages or damages
suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier.
Notwithstanding the above, risk of loss and legal title to Parts shall transfer to Buyer (i) upon delivery
by the Seller, or (ii) at the time Parts are placed in storage due to Buyer’s delay or postponement.
Shortages or damages must be identified and signed for at the time of delivery. Requests for changes
in quoted transportation modes will not be made or accepted on orders already processed unless
otherwise mutually agreed upon by Seller and Buyer. Requests for changes in quoted transportation
modes to orders already accepted by Seller will be subject to new freight terms and billed at the price
in effect at the time of the request for change. Any request for changes to quoted transportation modes
must be submitted in writing to Seller and are subject to Seller’s acceptance and adjustment in freight
price. The transportation costs quoted by Seller may be changed by Seller without notice in order to
reflect Seller’s prices at the time of shipment and will reflect any market increase in transportation
costs. If a price for delivery has been quoted, any changes at the destination for transportation modes,

spotting, switching, handling, storage and other accessorial services and demurrage shall be borne by
the customer, and any related increase in transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, 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 and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not
limited to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered
thermal vent systems are warranted to be free from defects in material and workmanship for a period
of twelve (12) months from date of shipment, or manufacturer’s pass through warranty, whichever is
longer, provided the following conditions are met: (i) Semi-annual preventive maintenance logs are
maintained by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the
air conditioner unit does not vary by greater than +/-10%; and (iii) in the event of accidental or
intentional shut-off, a Thermal Solution Component will not be restarted for at least five (5) minutes;
and (iv) the refrigerant specified on the unit nameplate label will be the only refrigerant utilized in the
air conditioner unit; and, (v) Buyer complies with all installation, operations and maintenance
instructions provided by Seller. Goods, Parts and/or Software purchased by Seller from a third party
for resale or license to Buyer ("Resale Products") shall carry only the warranty extended by the
original manufacturer. To the extent assignable, Seller assigns to Buyer any warranties that are made
by manufacturers and suppliers of such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE
PRODUCTS FURNISHED HEREUNDER ARE FURNISHED AS-IS, WHERE-IS, WITH NO
WARRANTY WHATSOEVER. THE WARRANTY SET FORTH IN THIS SECTION 5 AND THE
WARRANTY SET FORTH IN SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN
BY SELLER WITH RESPECT TO THE GOODS AND/OR SOFTWARE AND 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, AND WHETHER OR NOT
SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER
FOR BUYER'S USE OR PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS
WHO BUY FOR INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses
or damages due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than
Seller's), unauthorized modification or alteration, use beyond rated capacity, unsuitable power sources
or environmental conditions, improper installation, repair, handling, maintenance or application or any
other cause not the fault of Seller. To the extent that Buyer or its agents have supplied specifications,
information, representation of operating conditions or other data to Seller in the selection or design of
the Goods and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the
event that actual operating conditions or other conditions differ from those represented by Buyer, any
warranties or other provisions contained herein that are affected by such conditions shall be null and
void. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property
arising out of, connected with, or resulting from the use of Goods, Parts, and/or Software, either alone
or in combination with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR
BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED
UNDER SECTION 8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR
REFUND OF THE PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR
DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET
FORTH IN THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF
THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT,
NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY
TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC
GOODS, PARTS, AND/OR SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR
CAUSE OF ACTION. BUYER AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS SHALL NOT EXTEND TO INCLUDE 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. It is expressly
understood that any technical advice furnished by Seller with respect to the use of the Goods, Parts
and/or Software is given without charge, and Seller assumes no obligation or liability for the advice
given, or results obtained, all such advice being given and accepted at Buyer's risk.
7. INSURANCE: 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 $2,000,000 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 $2,000,000 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 $2,000,000. Automobile Liability insurance includes
Contractual Liability, but no special endorsements. Buyer expressly acknowledges and agrees that
Seller has set its prices and entered into this Agreement in reliance upon the limitations of liability,
insurance coverage, and other terms and conditions specified herein, which allocate the risk between
Seller and Buyer and form a basis of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6
and any and all associated terms, conditions and documents incorporated by specific reference by
Seller, Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer
according to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of
the date of shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any
claim or suit involving Buyer in which such infringement is alleged and cooperate fully with Seller and
permit Seller to control completely the defense, settlement or compromise of any such allegation of
infringement. Seller's warranty as to utility patents only applies to infringement arising solely out of
Buyer’s operation according to Seller's specifications and instructions of such Goods and/or Software.

In the event (i) such Goods and/or Software are held to infringe such a U.S. patent or copyright in such
suit, and the use of such Goods and/or Software is enjoined, or (ii) a compromise or settlement is
made by Seller, Seller shall have the right, at its option and expense, to procure for Buyer the right to
continue using such Goods and/or Software, or replace them with non-infringing Goods and/or
Software, or modify same to become non-infringing, or grant Buyer a credit for the depreciated value
of such Goods and/or Software and accept return of them. In the event of the foregoing, Seller may
also, at its option, cancel the agreement as to future deliveries of such Goods and/or Software, without
liability. Except as otherwise provided herein, Seller or applicable third party licensor to Seller
maintains all right, title and interest in and to the intellectual property in the Goods, Parts, and/or
Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for nonperformance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or
riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions;
unavailability of or delays in transportation; unavailability of or delays in the supply of materials,
components, parts or labor required for the design and/or manufacture of Goods, Software or the
performance by Seller hereunder; default of suppliers; or unforeseen circumstances, acts or omissions
of Buyer, or any events or causes beyond Seller's reasonable control. Deliveries or other performance
may be suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in the
event of any of the foregoing, but the balance of this Agreement shall otherwise remain unaffected as
a result of the foregoing. If Seller determines that its ability to supply the total demand for the Goods,
Parts, and/or Software, or to obtain material used directly or indirectly in the manufacture of the
Goods, Parts, and/or Software, is hindered, limited or made impracticable due to causes set forth in
this paragraph, Seller may delay or cancel performance, make equitable adjustments in Seller’s price
for the Goods, Parts, and/or Software, and/or allocate its available supply of the Goods, Parts,
Software, and/or such material (without obligation to acquire other supplies of any such Goods, Parts,
Software, or material) among its purchasers on such basis as Seller determines to be equitable
without liability for any failure of performance which may result therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and
upon payment to Seller of Seller's cancellation charges which include, among other things, all costs
and expenses incurred, and to cover commitments made by the Seller, and a reasonable profit
thereon. Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to
order for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts,
and/or Software manufactured prior to the date of such change.
12. NUCLEAR/MEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort,
contract or otherwise, including allegations that the Seller’s liability is based on negligence or strict
liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent,
shall be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non-transferable royalty free
license to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing
such Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only
after execution of Seller's (or the licensor’s) applicable standard license agreement, the terms of which
are incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers,
except as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller,
it shall be provided to Buyer at Seller's applicable prices then in effect.
17. INSPECTION/TESTING: Buyer, at its option and expense, may observe the inspection and
testing by Seller of the Goods and/or Software for compliance with Seller's standard test procedures
prior to shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable
time as is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by
Buyer before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met
when the Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect
the Goods and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i)
the date of delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each
portion of the services to inspect the Goods, Parts, and/or Software, and in the event of any nonconformity, Buyer must give written notice to Seller within said period stating why the Goods, Parts,
and/or Software are not conforming. Failure by Buyer to give such notice constitutes unqualified
acceptance of the Goods, Parts, and/or Software. Buyer’s sole remedy for non-conforming services
shall be correct performance of services incorrectly performed by Seller.

18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller’s then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all
liens, encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller’s specified
location. Returns made without proper written permission will not be accepted by Seller. Seller
reserves the right to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller’s then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Seller’s quotation,
Seller’s order acknowledgement, Seller’s scope of work, or other documents referenced herein and
therein; b) any services performed at times other than Seller’s normal service hours; c) if timely and
reasonable site and/or equipment access is denied the Seller service representative; d) if it is
necessary, due to local circumstances, to use union labor or hire an outside contractor, Seller service
personnel will provide supervision only and the cost of such union or contract labor will be charged to
Buyer; (e) if service or repair is necessary to return equipment to proper operating condition as a result
of other than Seller (i) maintenance, repair, or modification (including, without limitation, changes in
specifications or incorporation of attachments or other features), (ii) misuse or neglect, (including,
without limitation, failure to maintain facilities and equipment in a reasonable manner), (iii) failure to
operate equipment in accordance with applicable specifications, and (iv) catastrophe, accident, or
other causes external to equipment; (f) Seller’s performance is made more burdensome or costly as a
result of Buyer’s failure to comply with its obligations herein, or (g) any additional obligations or
requirements, including but not limited to those related to insurance requirements, service delivery,
building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and
drawings in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European
Union, and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts,
Software, and services may be supplied, will apply to their receipt and use. In no event shall Buyer
use, transfer, release, import, export, Goods, Parts, or Software in violation of such applicable laws,
regulations, orders or requirements.
23. NON-SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of
Seller during the period any Goods are being provided to Buyer and for a period of one (1) year after
the last provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions
shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance,
understanding or agreement purporting to modify, vary, explain, or supplement this Agreement shall
be binding unless hereafter made in writing and signed by the party to be bound, and no modification
or additional terms shall be applicable to this Agreement by Seller's receipt, acknowledgment, or
acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at
variance with or in addition to those set forth herein. Any such modifications or additional terms are
specifically rejected and deemed a material alteration hereof. If this document shall be deemed an
acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer’s assent to
any additional or different terms set forth herein. Seller reserves the right to subcontract services to
others. No waiver by either party with respect to any breach or default or of any right or remedy, and
no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default
or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to
be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or
publication are subject to correction. The validity, performance, and all other matters relating to the
interpretation and effect of this Agreement shall be governed by the law of the state of Ohio without
regard to its conflict of laws principles. Buyer and Seller agree that the proper venue for all actions
arising in connection herewith shall be only in Ohio and the parties agree to submit to such jurisdiction.
No action, regardless of form, arising out of transactions relating to this contract, may be brought by
either party more than two (2) years after the cause of action has accrued. The U.N. Convention on
Contracts for the International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your nonpersonal information and data, which includes without limitation, all data, materials, reports, text,
sound, video, image files, software or any other information (“Service Data”) that is provided by, or on
behalf of, Buyer, or collected or compiled by Seller, its affiliates, subsidiaries, or service providers
through the Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers
may collect, compile, retain, use, reproduce, and create derivative works of Service Data: (i) to provide
services, support, and maintenance; (ii) to develop and improve products, software, and services; and
(iii) for scientific and technical research and marketing purposes. Buyer is solely responsible for the
Service Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates,
subsidiaries, and service providers to process and use Service Data as described in this paragraph
without violating the rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries,

and service providers to Buyer or any third party. The Service Data will be aggregated with other
information, materials, or data collected or compiled by, or provided to, Seller, its affiliates,
subsidiaries, or service providers and anonymized, such that the Service Data will not intentionally
reveal Buyer’s identity. In accordance with applicable law, Service Data may be transferred,
transmitted, or distributed to, stored, and processed in, cloud computing environments in the United
States or any other country in which Seller, its affiliates, subsidiaries, or service providers maintain
operations. By using the Goods, Parts, and/or Software, Buyer agrees to such use, transfer,
transmission, distribution, storage, and processing of the Service Data. Seller, its affiliates,
subsidiaries, and service providers will retain Service Data for as long as is necessary for Seller and its
affiliates and subsidiaries business purposes in accordance with applicable law. The rights and
licenses granted herein to Seller’s service providers shall only be granted to the extent service
providers are providing goods and services on Seller’s and its affiliates and subsidiaries behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise
affiliated with Buyer in accordance with Seller's "Privacy Notice for Customers and Suppliers –
California" available here www.vertiv.com/ca-privacy (the “Notice”), which Notice the Buyer hereby
acknowledges having received, read, and understood. In the event of any queries or concerns with its
contents, Buyer must contact Seller at the contact details provided in the Notice prior to entering into
this Agreement or the commencement of performance hereunder, in failure of which, the terms of the
Notice will be deemed accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power
and outlets for testing purposes. The facilities shall be within a reasonable distance from where the
Goods are to be provided. Seller and its representatives shall have full and free access to the
equipment in order to provide the necessary Goods. Buyer authorizes Seller to send a service
technician or an authorized agent to access any site requested by Buyer to perform services, including
services on different scopes of work and equipment as requested by Buyer. Buyer shall provide the
means to shut-off and secure electric power to the equipment and provide safe working conditions.
Seller is under no obligation to remove or dispose of Parts or equipment unless specifically agreed
upon in Seller’s scope of work. Buyer shall immediately inform Seller, in writing, at the time of order
placement and thereafter, of any unsafe or hazardous substance or condition at the site, including, but
not limited to, the presence of asbestos or asbestos-containing materials, and shall provide Seller with
any applicable Material Data Safety Sheets regarding the same. Any losses, costs, damages, claims
and expenses incurred by Seller as a result of Buyer’s failure to so advise Seller shall be borne by
Buyer. Seller, in its sole discretion and without cost or penalty, reserves the right to cancel its
performance under this Agreement or any order immediately upon written notice to Buyer following
Seller discovery of unsafe or hazardous site substance or condition or any other circumstance altering
Seller’s performance hereunder. Buyer shall appoint a representative familiar with the site and the
nature of Seller’s performance to be accessible at all times that Seller personnel are at the site. Seller
shall not be liable for any expenses incurred by Buyer in removing, replacing or refurbishing any Buyer
equipment or any part of Buyer’s building structure that restricts Seller access. Buyer personnel shall
cooperate with and provide all necessary assistance to Seller. Seller shall not be liable or responsible
for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party’s subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee’s own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle
claims, or the indemnifying party’s obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. Vertiv™ and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been
taken to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv’s sole discretion
upon notice. SL-70604_REVE_5-22.

ADDENDUM TO SERVICE PROPOSAL FOR MAINTENANCE
WITH VERTIV CORPORATION FOR MULTIPLE LOCATIONS
On this 19th day of May 2026, St. Joseph County, Indiana, through its Board of Commissioners
(the “County”), and Vertiv Corporation (“Company”), enter into this Addendum to that certain Purchase
Agreement (“Agreement”) between them.
WHEREAS, the County has instituted an internal policy, partially as a result of guidance from the
State of Indiana, requiring certain contract terms be added to any contract executed by
the County following July 13, 2023; and
WHEREAS, the Agreement was not executed by the County prior to July 13, 2023; and
WHEREAS, the parties wish for the County to be allowed under its internal policy and State of
Indiana guidance to execute the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.
For the purposes of this Addendum, all capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.
2.

Agreement:

The following County required terms are added to and fully incorporated in the
Debarment and Suspension

Rev. 06.12.2025

(a)

Company certifies, by entering into this Agreement, that neither it nor its
principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from or
ineligible for participation in any Federal assistance program by any
Federal department or agency, or by any department, agency, or political
subdivision of the State of Indiana. The term
“principal” for purposes of the Agreement means an officer, director,
owner, partner, key employee, or other person with
primary management or supervisory responsibilities, or a person who has
a critical influence on or substantive control over the operation of the
Company.

(b)

Company, by entering into this Agreement, certifies that it does not
engage in investment activities in Iran as more particularly described in
IC 5-22-16.5.

(c)

Company shall provide immediate written notice to County if, at any time
after entering into this Agreement, Company learns that its certifications
were erroneous when submitted, or Company is

debarred, suspended, proposed for debarment, declared ineligible, has
been included on a list or received notice of intend to include on a list
created pursuant to IC 5-22-16.5, voluntarily excluded from or becomes
ineligible for participation in any Federal
assistance program. Any such event shall be cause for termination of this
Agreement as provided herein.

(d)

Company shall not subcontract with any partner which is debarred or
suspended or is otherwise excluded from or ineligible for participation
in any Federal assistance programs by any federal department or
agency, or by any department, agency, or political subdivision of the
State of Indiana.

Termination for Failure of Funding
Notwithstanding any other provision of this Agreement, if funds for the continued
fulfillment of this Agreement by County are at any time insufficient or not
forthcoming through a failure of any entity to appropriate funds or otherwise, then
the County shall have the right to terminate this Agreement without penalty by
giving written notice documenting the lack of funding, in which instance this
Agreement shall terminate and become null and void on the last day of the fiscal
period for which appropriations were received. County agrees to make its best
efforts to obtain sufficient funds, including but not limited to, requesting in its
budget for each fiscal period during the term hereof sufficient funds to meet its
obligations hereunder in full.

3.
Should any provision of the Agreement conflict with this Addendum, this Addendum
controls. In all other respects, the terms and conditions of Agreement shall remain unchanged and in full
force and effect.
above.

IN WITNESS WHEREOF, the undersigned parties have set their hand on the date first recited

ST. JOSEPH COUNTY, INDIANA THROUGH ITS VERTIV CORPORATION
BOARD OF COMMISSIONERS
By:
Printed:
By:
Title:
Printed: Carl H. Baxmeyer
Title: President
By:
Printed: Anthony “Tony” Hazen
Title: Vice President
By:
Printed: Rafael Morton
Title: Member

Rev. 06.12.2025

DEPARTMENT OF INFORMATION TECHNOLOGY
Richard Warfield, Director

May 12, 2026
Commissioners, I am asking that you approve the contract with Nomic Networks. Nomic
Networks will be used as another layer of defense over our network. It will be used for our
IPS/IDS (Intrusion protection/detection service). The total cost of this is $14,528.00 and will be
paid for using account 1138-31075-00000-0014.
Richard Warfield
Director
Department of Information Technology

227 W. Jefferson Blvd. | 2nd Fl. | South Bend, IN 46601
P: (574) 235-9784 | F: (574) 235-9090

Nomic Networks, Inc.
224 W Campbell Rd. Ste. 281
Richardson, TX 75080

Nomic Networks, Inc. - Trial Agreement & Quote
Prepared by Emily Gardner, Regional Account Executive

Installation Information (Also shipping unless noted otherwise)‌

Proposal Number: N 02 - 220015​

Billing Information ‌
‌

_______________________________________________

_______________________________________________

Client Contact Name & Title‌

Accounts Payable Contact Name‌
‌

_______________________________________________

_______________________________________________

Name of Client Organization‌

Name of Client Organization‌
‌

_______________________________________________

_______________________________________________

Address

Billing Address‌
‌

_______________________________________________

_______________________________________________

City, State, Zip Code & Country

Billing City, State, Zip Code & Country‌
​

_______________________________________________

_______________________________________________

County (USA) or Region

Billing County (USA) or Region
‌

_______________________________________________

_______________________________________________

Email & Phone

Accounting Email & Phone

Services

Nomic Networks, Inc. ("Nomic") provides sensor(s) and monitoring for network security services. Includes
hardware or virtual sensors (“Equipment”), access to product user interfaces and installation, troubleshooting,
monitoring, and support of the Services during the Term.

Governing Terms
This signed Order Form, along with any pricing information ("Quote" in Appendix A, if applicable) pursuant to this
Order Form, is governed by the Nomic Networks, Inc. Terms and Conditions and the End User License Agreement
(EULA) as it applies to individual users (this Order Form, together with any Quote, the Terms and Conditions and
EULA, the “Agreement”). Terms capitalized in this Order Form but not defined shall have the meaning in the
Terms and Conditions or EULA, as applicable.

Effective Date
The Effective Date of the Agreement shall be the date Nomic ships any Equipment for Customer’s use. No
shipment shall commence prior to the date Client signs the applicable Order Form.

Nomic Networks, Inc.
224 W Campbell Rd. Ste. 281
Richardson, TX 75080

Term
The trial term of this Agreement shall commence as of the Effective Date and continue for a period of 30 days
thereafter (the “Trial Term”). Either Party may terminate this Agreement at any time during the Trial Term upon
written notice to the other Party. The Initial Term (defined below) shall immediately commence (i) following
Client’s notice to Nomic requesting activation of the Service during the Trial Term; or (ii) Client does not provide
notice of termination of the Agreement to Nomic before the end of the Trial Term. The Trial Term may be
extended at Nomic’s discretion by providing notice to Client. The Initial Term of the Agreement shall commence
immediately upon the earlier of the occurrence of (i) or (ii) above, and continue for a period of 1 year thereafter
unless either Party terminates the Agreement in accordance with its terms (the “Initial Term”). Upon the
completion of the Initial Term, this Agreement will automatically renew for successive 1-year terms each (each a
“Renewal Term”, and, together with the Initial Term, the “Term”). Either party may terminate this Agreement by
providing the other party 30 days’ advanced written notice of termination.

Fees
During the Trial Term, Client shall owe no Fees for the Services provided, however, if Client terminates the
Agreement during the Trial Term, Client shall immediately cease using the Services and return all Equipment
within 5 days from the termination of the Agreement or shall be charged for the Services utilized during the Trial
Term at Nomic’s standard rates. If the Initial Term commences, Client shall pay all Fees due for the Services
starting from the first date of the Initial Term. One-time fees and the first annual service period are due upon
receipt. All future invoices are billed at net 30 terms. (Other terms available upon request.) All Fees for Services,
including installation, onboarding, maintenance, and recurring Services, provided during the Term shall be set
forth in the Quote (Appendix A, if applicable), which shall be governed by the terms of this Agreement.

Shipment and Risk of Loss
Nomic will arrange for shipment of the Equipment to Client at the address designated herein or on the applicable
Quote. Client will pay all shipping, handling, and insurance charges as may be specified on the applicable Quote.
Client assumes sole risk of shipping equipment back to Nomic in good working condition, and may be charged
with current replacement value if the equipment is damaged or unusable. Risk of loss passes to Client upon
Nomic’s shipment of the Equipment to the carrier. Partial deliveries are permitted. Shipping and delivery dates
are estimates only and cannot be guaranteed. Nomic is not liable for any delays in shipments. Additionally, Client
agrees to assume all responsibility for shipments of Equipment requiring any government import clearance.
Nomic is not liable for any 3rd party damages that may arise from shipping and handling.

Signature X__________________________________________

Date __________________________‌

Nomic Networks, Inc.
224 W Campbell Rd. Ste. 281
Richardson, TX 75080

Appendix A: Quote

MONTHLY RECURRING FEES

Fees

Qty

Discount

Subtotal

$750.00

1

0.00%

$750.00

Total Monthly Recurring Fees

$750.00

Total ANNUAL Recurring Fees

$9,000.00

Fees

Qty

Discount

Subtotal

$3,999.00

1

0.00%

$3,999.00

$1,399.00

1

0.00%

$1,399.00

$250.00

1

100.00%

$0.00

$130.00

1

0.00%

$130.00

Nomic Outpost
Outpost
Managed Threat Protection and Support for external Outpost sensor.
Nomic HQ included at no additional cost.

ONE-TIME FEES
Outpost/IIU Onboarding - Fiber Connection
Includes sensor hardware preparation, monitoring, troubleshooting,
customization, network tuning, remote configuration, software updates,
and support during the installation process. (Sensor hardware remains
property of Nomic Networks, Inc.)

10 Gbps Multi-Mode Fiber NIC with bypass
Nomic HQ Subscription
A cloud-based, unified dashboard to manage all Alerts, Flows, Signals,
Feeds, and Nomic devices.

Shipping, Handling & Insurance per Unit

Total One-Time Fees

$5,528.00

This Quote is valid for 60 days from 04 / 30 / 2026​
Sales tax is assessed in applicable states where appropriate and is not included in this proposal. If you are exempt please forward your
Sales Tax Exemption Certificate to: [email protected].

ADDENDUM TO TRIAL AGREEMENT & QUOTE
WITH NOMIC NETWORKS, INC.
On this 19th day of May 2026, St. Joseph County, Indiana, through its Board of Commissioners
(the “County”), and Nomic Networks, Inc. (“Company”), enter into this Addendum to that certain Trial
Agreement and Quote (“Agreement”) between them.
WHEREAS, the County has instituted an internal policy, partially as a result of guidance from the
State of Indiana, requiring certain contract terms be added to any contract executed by
the County following July 13, 2023; and
WHEREAS, the Agreement was not executed by the County prior to July 13, 2023; and
WHEREAS, the parties wish for the County to be allowed under its internal policy and State of
Indiana guidance to execute the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.
For the purposes of this Addendum, all capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.
2.

Agreement:

The following County required terms are added to and fully incorporated in the
Debarment and Suspension

Rev. 06.12.2025

(a)

Company certifies, by entering into this Agreement, that neither it nor its
principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from or
ineligible for participation in any Federal assistance program by any
Federal department or agency, or by any department, agency, or political
subdivision of the State of Indiana. The term
“principal” for purposes of the Agreement means an officer, director,
owner, partner, key employee, or other person with
primary management or supervisory responsibilities, or a person who has
a critical influence on or substantive control over the operation of the
Company.

(b)

Company, by entering into this Agreement, certifies that it does not
engage in investment activities in Iran as more particularly described in
IC 5-22-16.5.

(c)

Company shall provide immediate written notice to County if, at any time
after entering into this Agreement, Company learns that its certifications
were erroneous when submitted, or Company is

debarred, suspended, proposed for debarment, declared ineligible, has
been included on a list or received notice of intend to include on a list
created pursuant to IC 5-22-16.5, voluntarily excluded from or becomes
ineligible for participation in any Federal
assistance program. Any such event shall be cause for termination of this
Agreement as provided herein.

(d)

Company shall not subcontract with any partner which is debarred or
suspended or is otherwise excluded from or ineligible for participation
in any Federal assistance programs by any federal department or
agency, or by any department, agency, or political subdivision of the
State of Indiana.

Termination for Failure of Funding
Notwithstanding any other provision of this Agreement, if funds for the continued
fulfillment of this Agreement by County are at any time insufficient or not
forthcoming through a failure of any entity to appropriate funds or otherwise, then
the County shall have the right to terminate this Agreement without penalty by
giving written notice documenting the lack of funding, in which instance this
Agreement shall terminate and become null and void on the last day of the fiscal
period for which appropriations were received. County agrees to make its best
efforts to obtain sufficient funds, including but not limited to, requesting in its
budget for each fiscal period during the term hereof sufficient funds to meet its
obligations hereunder in full.

3.
Should any provision of the Agreement conflict with this Addendum, this Addendum
controls. In all other respects, the terms and conditions of Agreement shall remain unchanged and in full
force and effect.
above.

IN WITNESS WHEREOF, the undersigned parties have set their hand on the date first recited

ST. JOSEPH COUNTY, INDIANA THROUGH ITS NOMIC NETWORKS, INC.
BOARD OF COMMISSIONERS
By:
Printed:
By:
Title:
Printed: Carl H. Baxmeyer
Title: President
By:
Printed: Anthony “Tony” Hazen
Title: Vice President
By:
Printed: Rafael Morton
Title: Member

Rev. 06.12.2025

DEPARTMENT OF INFORMATION TECHNOLOGY
Richard Warfield, Director

May 12, 2026
Commissioners, I am asking that you approve the contract with Qubit networks for Meraki
licensing. Meraki licensing are the licenses we use for our dashboard, 24/7 technical support,
firmware updates and security upgrades. The total cost of these licenses will be $1,727.32 and
will be paid for using account 1138-31075-00000-0014.
Richard Warfield
Director
Department of Information Technology

227 W. Jefferson Blvd. | 2nd Fl. | South Bend, IN 46601
P: (574) 235-9784 | F: (574) 235-9090

Meraki Renewal
Prepared by:

Prepared for:

Quote Information:

Qubit Networks
Greg Gigiel
708-552-1161
Fax (219) 369-4232
greg@q ubitnet.com

St. Joseph County Government
227 W. Jefferson Blvd.
2nd Floor
South Bend, IN 46601
Thomas Rhyndress
{574) 235-9784
[email protected]

Quote #: 001459
Version: 1
Delivery Date: 04/17/2026
Expiration Date: 05/15/2026

Quote Summary
Description

Amount

Products

$1,727.32
Total:

$1,727.32

Taxes, shipping, handling and other fees may apply at time of invoicing. We reserve the right to cancel orders arising from pricing or other
errors, including any changes in pricing arising from tariffs.
*Note: Anything (verbal or written) expressed or implied elsewhere, which is contrary to this proposal shall be null and void.

St. Joseph County Government

Qubit Networks

Signature:

tJWfO'UltJ'#

Signature:

Name:

Greg Gigiel

Name:

Title:

Director of Sales & Marketing

Date:

Date:

04/17/2026

Quote: #001459 vl

Moving & Storing Data Fast & Safe!

Page: 3 of 4

ADDENDUM TO RENEWAL AGREEMENT
WITH QUBIT NETWORKS
On this 19th day of May 2026, St. Joseph County, Indiana, through its Board of Commissioners
(the “County”), and Qubit Networks (“Company”), enter into this Addendum to that certain Renewal
Agreement (“Agreement”) between them.
WHEREAS, the County has instituted an internal policy, partially as a result of guidance from the
State of Indiana, requiring certain contract terms be added to any contract executed by
the County following July 13, 2023; and
WHEREAS, the Agreement was not executed by the County prior to July 13, 2023; and
WHEREAS, the parties wish for the County to be allowed under its internal policy and State of
Indiana guidance to execute the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.
For the purposes of this Addendum, all capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.
2.

Agreement:

The following County required terms are added to and fully incorporated in the
Debarment and Suspension

Rev. 06.12.2025

(a)

Company certifies, by entering into this Agreement, that neither it nor its
principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from or
ineligible for participation in any Federal assistance program by any
Federal department or agency, or by any department, agency, or political
subdivision of the State of Indiana. The term
“principal” for purposes of the Agreement means an officer, director,
owner, partner, key employee, or other person with
primary management or supervisory responsibilities, or a person who has
a critical influence on or substantive control over the operation of the
Company.

(b)

Company, by entering into this Agreement, certifies that it does not
engage in investment activities in Iran as more particularly described in
IC 5-22-16.5.

(c)

Company shall provide immediate written notice to County if, at any time
after entering into this Agreement, Company learns that its certifications
were erroneous when submitted, or Company is

debarred, suspended, proposed for debarment, declared ineligible, has
been included on a list or received notice of intend to include on a list
created pursuant to IC 5-22-16.5, voluntarily excluded from or becomes
ineligible for participation in any Federal
assistance program. Any such event shall be cause for termination of this
Agreement as provided herein.

(d)

Company shall not subcontract with any partner which is debarred or
suspended or is otherwise excluded from or ineligible for participation
in any Federal assistance programs by any federal department or
agency, or by any department, agency, or political subdivision of the
State of Indiana.

Termination for Failure of Funding
Notwithstanding any other provision of this Agreement, if funds for the continued
fulfillment of this Agreement by County are at any time insufficient or not
forthcoming through a failure of any entity to appropriate funds or otherwise, then
the County shall have the right to terminate this Agreement without penalty by
giving written notice documenting the lack of funding, in which instance this
Agreement shall terminate and become null and void on the last day of the fiscal
period for which appropriations were received. County agrees to make its best
efforts to obtain sufficient funds, including but not limited to, requesting in its
budget for each fiscal period during the term hereof sufficient funds to meet its
obligations hereunder in full.

3.
Should any provision of the Agreement conflict with this Addendum, this Addendum
controls. In all other respects, the terms and conditions of Agreement shall remain unchanged and in full
force and effect.
above.

IN WITNESS WHEREOF, the undersigned parties have set their hand on the date first recited

ST. JOSEPH COUNTY, INDIANA THROUGH ITS QUBIT NETWORKS
BOARD OF COMMISSIONERS
By:
Printed:
By:
Title:
Printed: Carl H. Baxmeyer
Title: President
By:
Printed: Anthony “Tony” Hazen
Title: Vice President
By:
Printed: Rafael Morton
Title: Member

Rev. 06.12.2025

DEPARTMENT OF INFORMATION TECHNOLOGY
Richard Warfield, Director

May 12, 2026
Commissioners, I am asking that you approve the contract with Patch My PC. Patch My PC is the
program we use to package software and install the software globally, throughout the county.
The total cost of this is $14,220.00 and will be paid for using account 1138-31075-00000-0014.
Richard Warfield
Director
Department of Information Technology

227 W. Jefferson Blvd. | 2nd Fl. | South Bend, IN 46601
P: (574) 235-9784 | F: (574) 235-9090

ADDENDUM TO PURCHASE AGREEMENT
WITH PATCH MY PC
On this 19th day of May 2026, St. Joseph County, Indiana, through its Board of Commissioners
(the “County”), and Patch My PC (“Company”), enter into this Addendum to that certain Purchase
Agreement (“Agreement”) between them.
WHEREAS, the County has instituted an internal policy, partially as a result of guidance from the
State of Indiana, requiring certain contract terms be added to any contract executed by
the County following July 13, 2023; and
WHEREAS, the Agreement was not executed by the County prior to July 13, 2023; and
WHEREAS, the parties wish for the County to be allowed under its internal policy and State of
Indiana guidance to execute the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.
For the purposes of this Addendum, all capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.
2.

Agreement:

The following County required terms are added to and fully incorporated in the
Debarment and Suspension

Rev. 06.12.2025

(a)

Company certifies, by entering into this Agreement, that neither it nor its
principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from or
ineligible for participation in any Federal assistance program by any
Federal department or agency, or by any department, agency, or political
subdivision of the State of Indiana. The term
“principal” for purposes of the Agreement means an officer, director,
owner, partner, key employee, or other person with
primary management or supervisory responsibilities, or a person who has
a critical influence on or substantive control over the operation of the
Company.

(b)

Company, by entering into this Agreement, certifies that it does not
engage in investment activities in Iran as more particularly described in
IC 5-22-16.5.

(c)

Company shall provide immediate written notice to County if, at any time
after entering into this Agreement, Company learns that its certifications
were erroneous when submitted, or Company is

debarred, suspended, proposed for debarment, declared ineligible, has
been included on a list or received notice of intend to include on a list
created pursuant to IC 5-22-16.5, voluntarily excluded from or becomes
ineligible for participation in any Federal
assistance program. Any such event shall be cause for termination of this
Agreement as provided herein.

(d)

Company shall not subcontract with any partner which is debarred or
suspended or is otherwise excluded from or ineligible for participation
in any Federal assistance programs by any federal department or
agency, or by any department, agency, or political subdivision of the
State of Indiana.

Termination for Failure of Funding
Notwithstanding any other provision of this Agreement, if funds for the continued
fulfillment of this Agreement by County are at any time insufficient or not
forthcoming through a failure of any entity to appropriate funds or otherwise, then
the County shall have the right to terminate this Agreement without penalty by
giving written notice documenting the lack of funding, in which instance this
Agreement shall terminate and become null and void on the last day of the fiscal
period for which appropriations were received. County agrees to make its best
efforts to obtain sufficient funds, including but not limited to, requesting in its
budget for each fiscal period during the term hereof sufficient funds to meet its
obligations hereunder in full.

3.
Should any provision of the Agreement conflict with this Addendum, this Addendum
controls. In all other respects, the terms and conditions of Agreement shall remain unchanged and in full
force and effect.
above.

IN WITNESS WHEREOF, the undersigned parties have set their hand on the date first recited

ST. JOSEPH COUNTY, INDIANA THROUGH ITS PATCH MY PC
BOARD OF COMMISSIONERS
By:
Printed:
By:
Title:
Printed: Carl H. Baxmeyer
Title: President
By:
Printed: Anthony “Tony” Hazen
Title: Vice President
By:
Printed: Rafael Morton
Title: Member

Rev. 06.12.2025