ASSD_0705_LOT2700000002_OEM Manufacture Documents.pdf

Date Printed: Aug 26, 2026 Page: 1 FORM ID: WV-PRC-ASSD-002 2020/05

Department of Administration Purchasing Division 2019 Washington Street East Post Office Box 50130 Charleston, WV 25305-0130

State of West Virginia Agency Sole Source Determination

Info Technology

Proc Folder: 2043806 Reason for Modification:

Doc Description: Vertiv - Liebert UPS Battery Backup Maintenance & Support

Proc Type: Agency Sole Source

Date Issued Solicitation Closes Solicitation No Version

2026-08-26 2026-09-09 10:00 ASSD 0705 LOT2700000002 1

BID RECEIVING LOCATION

PURCHASING

LOTTERY

900 PENNSYLVANIA AVE

CHARLESTON WV 25302

US

VENDOR

Vendor Customer Code:

Vendor Name :

Address :

Street :

City :

State : Country : Zip :

Principal Contact :

Vendor Contact Phone: Extension:

FOR INFORMATION CONTACT THE BUYER

Thomas P Hymes 304-352-1831 thymes@wvlottery.com

Vendor Signature X FEIN# DATE

Date Printed: Aug 26, 2026 Page: 2 FORM ID: WV-PRC-ASSD-002 2020/05

All offers subject to all terms and conditions contained in this solicitation

ADDITIONAL INFORMATION

Direct Award Posting:

The West Virginia Lottery is attempting to approve a Direct Award One-Time purchase to the OEM Manufacture for Yearly Maintenance and Support services for Liebert UPS Battery Backup System.

Pursuant to WV Code 5A-3-10c, the Lottery is attempting to determine whether the commodity or service is a direct award procurement.

Online responses have been prohibited for this solicitation, if you have questions, please email the WV Lottery Procurement Specialist, Senior Thomas Hymes - thymes@wvlottery.com

See the attached approved WV-65 and Vendor Quote for additional information.

INVOICE TO SHIP TO

LOTTERY

PO BOX 2067

CHARLESTON WV 25327-2067

US

LOTTERY

900 PENNSYLVANIA AVE

CHARLESTON WV 25302

US

Line Comm Ln Desc Qty Unit Issue Unit Price Total Price

1 UPS BATTERY SOFTWARE/HARDWARE

MAINTENANCE

Comm Code Manufacturer Specification Model # 81112200

Extended Description:

AS PER ATTACHED QUOTATION

SCHEDULE OF EVENTS

Line Event Event Date

Document Phase Document Description Page

LOT2700000002 Draft Vertiv - Liebert UPS Battery Backup Maintenance & Support

West Virginia Purchasing Division Direct Award Posting: Justificatoin and Public Notice Form (Delegated Procurements) (WV-65A)Rev. 2/9/2026

Direct Award Posting: Justification and Public Notice Form (WV-65A) Delegated Purchases from $5,000.01 to Delegated Threshold

Public Notice Instructions:

Statutory Authority: Pursuant to W. Va. Code § 5A-3-10c, a state agency may award a contract directly to a vendor with-out competitive bidding if certain requirements are met, including requesting the direct award in writing to the Purchasing Division and proving through adequate justification that the direct award is in the best interest of the state of West Virgin-

ia. If approved by the Purchasing Director, the Purchasing Division must advertise its intent to make a direct award to the vendor community for a period of no less than 10 business days. The direct award process has been delegated to agencies for procurements under their approved spend authority.

Vendor Interest: Any vendor who can provide the commodity or service specified in the description below that would like the opportunity to bid must submit their interest and supporting documentation to the buyer identified in the solicita-tion prior to the deadline published in the advertisement. If the claim is deemed to be valid by the Purchasing Division, the intent to make a direct award will be null and void and a competitive bid prepared.

Department/Agency Request Information:

Description of Commodity or Service for Which a Direct Award Will be Made (Explain in complete detail so that anyone viewing this document will understand the need):

If requesting software as a direct award, is this software considered software as a service?

Yes

No

Explain why the direct award is in the best interest of the state. (Attach supporting documentation, if possible)

Requesting Department/Agency:

Procurement Officer:

Date of Request:

Name of Proposed Vendor:

Rev. 2/9/2026 West Virginia Purchasing Division

Direct Award Posting: Justification and Public Notice Form (Delegated Procurements) (WV-65A)

Direct Award Posting: Justification and Public Notice Form (WV-65A), Page 2 Delegated Purchases from $5,000.01 to Delegated Threshold

Basis for Direct Award: (Please SELECT ONE of the following two options and provide details and/or documentation sufficient to confirm the basis. Any form without a sufficient written justification or supporting documentation will be rejected.)

Competition is not available from any other source. (Describe in detail below how the agency attempted to identi-fy other sources)

No other source would be willing or able to replace the existing source without a detrimental effect on the spend-ing unit. (Describe in detail the detrimental effect to the agency)

The following information is required to process the direct award request. (Failure to address the following will result in denial of the request.)

A. The time period by which delivery must be made or performance must occur:

B. The price that will be paid for the commodity or service (include vendor quote):

C. Any limitations that a competing vendor would need to satisfy:

Attestation: By signing and submitting this form, the Procurement Officer attests to his/her support of the Direct Award request and the accuracy of the supporting information provided herein.

Agency Procurement Officer Signature Date

Proposal for Service

Vertiv Corporation

8/25/2026

LOTTERY

PO BOX 2067

CHARLESTON, WV, 25327

Hello, 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 (304) 755-0781. I look forward to your response and the opportunity to work together to improve your data center investment.

Sincerely, Michael Miller

301 Smiley Drive

St. Albans WV 25177

PHONE (304) 755-0781

FAX (304) 755-4010

EMAIL mmiller@masonbarry.com

Order CPQ-1120876-1

8/25/2026

LOTTERY

PO BOX 2067

CHARLESTON, WV, 25327

CPQ-1120876-1

Total price not including tax: $36,214.03 any tax required must be included in customer purchase order

Payment Terms: Net 30 Days Payment Frequency: YEAR Invoicing Rule:

Vertiv UPS / Power / Battery Services:

• As the Original Equipment Manufacturer, Vertiv brings unmatched expertise to every service interaction — from the latest engineering specifications and firmware updates to emerging field issues and their proven resolutions.

• Our factory-trained service organization is one of the largest in the industry with coverage across the United States and Canada.

• Vertiv customer engineers are equipped with diagnostic tooling and instrumentation, enabling faster, more accurate resolutions and minimizing impact to your critical operations.

• Vertiv's extensive parts logistics network, supported by strategically positioned parts warehouses across the US and in Canada, is designed to help keep your systems running with minimal disruption.

• Your safety and peace of mind matter to us. Vertiv adheres to industry safety and compliance regulations for the safety of our personnel and yours.

Standard Maintenance Contracts:

Site#: 1161257

WEST VIRGINIA LOTTERY

900 PENNSYLVANIA AVE

CHARLESTON, WV

25304

US

Tag # Description Model # Annual PM Qty.

Coverage Type

(Coverage Dates)

1324628 S600T 65-125 U39MM125A0AA696 2

PREFERRED

(11/04/2026) - (11/03/2027)

1324630 S600 SCC≺2500 U39CC6404AT696 2

PREFERRED

(11/04/2026) - (11/03/2027)

1324634 FPC 150-300 MBP3800A10N3901 1

PREFERRED

(11/04/2026) - (11/03/2027)

1324632 SEALED BATTERY U36BP125PJBNUUU 4

Preferred 24x7

(11/04/2026) - (11/03/2027)

1324633 FPC 150-300 PPA200C315S9696 1

PREFERRED

(11/04/2026) - (11/03/2027)

SCOPE OF WORK

UNINTERRUPTIBLE POWER SYSTEMS

ALL 3-PHASE MODELS

PREFERRED SERVICE - 2 PM

SERVICE SUMMARY

Feature Detail

On-Site Service Includes 1 Annual and 1 Semi-Annual Preventive Maintenance Services, scheduled by the customer at the customer's convenience (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 Services CEs are trained in NFPA and OSHA best practices, and all processes and procedures strictly comply with

NFPA 70A and 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 and proactive full 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 24-hours 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.

UNINTERRUPTIBLE POWER SYSTEMS

PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS

SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET

PREFERRED SERVICE - 2 PM

On-Site Service Includes 2 Preventive Maintenance Services, scheduled by the customer at the customer's convenience (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.

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.

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

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 24-

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.

POWER CONDITIONING

POWER CENTER (PPC/FPC)

PREFERRED SERVICE - 1 PM

On-Site Service Includes 1 Preventive Maintenance Service, scheduled by the customer at the customer's convenience (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 and OSHA best practices, and all processes and procedures strictly comply with NFPA 70A and 70E industry standards.

1. Perform a complete visual inspection of the equipment including internal sub-assemblies, wiring harnesses, contactors, cables, major components, and check for proper clearance around the unit.

2. Perform an Infrared Scan (IR Scan) and verify all transformer, terminal block, and ground/neutral bus bar connections for tightness

3. Perform an Infrared Scan (IR Scan) and verify all circuit breakers including the panelboard(s) branch circuits for tightness

4. Perform an Infrared Scan (IR Scan) and verify high and low voltage junction box terminals for tightness (if applicable)

5. Perform an Infrared Scan (IR Scan) and verify all option wiring for tightness. (Spike suppressor, ground fault, phase rotation/loss)

6. Verify system control power fuses. (Equipment MUST be de-energized)

7. Verify grounding electrode conductor and any isolated grounds.

8. Verify EPO lamps are illuminated (if applicable).

9. Perform operational test of the optional local EPO. (Equipment MUST be able to be de-energized)

10. Record all the electrical data via the local display (if applicable). Ensure all values are within the specification.

11. Verify specified restart capabilities (manual or auto-restart).

12. Verify all monitoring options (if applicable) are displaying values within preset parameters.

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

14. Configuration of the LDM/LDMF (for newly installed branch circuit breakers, if applicable).

1. Verify firmware and update as required.

2. Verify the location, alarm set points, number of poles, and address of every newly installed breaker.

3. Verify the CT ratio for every newly installed breaker.

4. Demonstrate use of software tools. (if applicable)

5. (Excludes interoperability with SiteScan and Building Management Systems)

6. Save the configuration file to a laptop as a backup for customer. (If applicable)

Parts coverage excludes branch circuit breakers.

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 24-

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.

STATIONARY BATTERY SYSTEMS

SEALED VRLA BATTERY

PREFERRED SERVICE - 4 PM

On-Site Service Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer at the customer's convenience (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.

**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.

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 24-

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-1120876-1

Purchase Order must be assigned to: Payment remittance address:

Vertiv Corporation Vertiv Corporation 505 N. Cleveland Avenue PO Box 70474 Westerville, OH 43082 Chicago, IL 60673

FID# 31-0715256

PO should be e-mailed or faxed with signed proposal to:

Vertiv Corporation c/o Michael Miller Attn: Michael Miller Email: mmiller@masonbarry.com Fax: (304) 755-4010

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:

Michael Miller Date Buyer Signature Required Date

Printed Name Title Phone

Requirement Details

Purchasing Company

Information

• 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

Vertiv Name and Address

• 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

• 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

P.O. Order Value

• 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 Purchase Order Acceptance Requirements:

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

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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 non-performance 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…