126-22 Exhibit.pdf

“ EXHIBIT A”

: ‘ : H Address 100 Delawnna Avenue Carrier Commercial Services Clifton 07014 Phone 862-349-6486 Fax E-mail mohamed.abdelrahman@earrier.com Contact Name Lou Reynolds Account TOWNSHIP OF WEST ORANGE Phone (973) 725-8774 Site Address 66 Main St. Estimate Date 04/18/2022 ‘West Orange NI 07052-4210 United States Quote Number 00652415 Job Description Supply and installation DX systems at Municipal Building lechanical Scop Supply and installation of the below DX systems: Multi-zone variable stage 36000 Btuh Heat Pump (1) with (4) Cassette units Multi-zone variable stage 18000 Btuh Heat Pump (1) with (2} Cassette units Multi-zone variable stage 24000 Btuh Heat Pump (1) wit (2) Cassette units Single zone Duetless 30000 Biuh Heat Pump High Wall — Qly 1 Single Zone Ductless 12000 Biuh Heat Pump Cassetie — Qty 3 Electric scope: Install a new 200-amp, panel in the main electric room. Install a 200-amp. cireuit breaker in the main panel to feed the new panel, Make modifications to the main panel to accommodate the new feeder. Install seven 30-amp, three phase circuits using 10/3 MC cable from the new panel to the new A/C unit locations, Install seven 60-amp disconnect switches on the wall by the three new condensers, Connect the new condensers to the three new circuits, Install a new GEL receptacle aud light. This quote does not inclu P ide normal business hours unless otherwise noted. In addition, the quoted ptice does not include any sales, excise, or similar taxes, any that apply will be added at cost. Drop ceiling works Roof works GC works Heat load calculation Engineering drawings 2 EEN Broposn Total Price for Scope of Work exelnding applicable taxes $131,500.00 Quote 400652415 i

This proposel is valid for 30 days from the date of proposal. Carrier's terms and conditions will gover in lieu of any other terms and conditions contained in any resulting Purchase, Order, Contract, Agreement, etc, Catrier would like to thank you for the continuing opportunity to be of service, Sincerely, Mohamed Abdelrabman Carrier Commercial Service Title Customer Acceplance (signature) Date Purchase Order The attached Terms & Conditions shall govern, Quote #00652415 a

CARRIER CORPORATION TERMS AND CONDITIONS OF SALE EQUIPMENT AND/OR SERVICE 1. PAYMENT AND TAXES - Payment shall be made net 30 days from date of invoice, Carrier reserves the right to require cash payment orother altemative method of payment prior to shipment or completion of work if Carrier determines, in its sole discretion, that Customer or Customer's assignee’s financial condition at any time does not justify continuance of the net 30 days payment term, In addition to the price, Customer shall pay Cartier any taxes or government charges arising fiom this Agreement. If Customer claims that any such taxes or government charges do not apply to the transactions governed by this Agreement, Customer shall provide Camier with acceptable tax exemption certificates or other applicable documents. All past due invoices will accrue interest at the lesser of 1% per month or the maximum amount allowable by law. 2, EXTRAS - Equipment, parts or labor in addition to those specified in this Agreement will be provided upon receipt of Customer's written authorization, paid for as aa extra at Cartiet’s prevailing labor rates and equipment/pasts charges, and subject to the terms of this Agreement. 3. RETURNS - No items will be accepted for return without prior written authorization, Retumed goods may be subject fo a restocking charge. Special order and non-stock items cannot be returned, 4, SHIPMENT - All shipments shall be F.O.B. shipping point, freight prepaid and allowed to the job site, Shipment dates quoted are approximate, Carrier does not guarantee a particular date for shipment or delivery. 5, PARTIAL SHIPMENT - Carrier shall have the right to ship any portion of the equipment, goods or other materials included in this Agreement and invoice Customer for such partial shipment, 6. DELAYS - Carrier shail not be tiable for delays in manufacturing, shipping or delivery by causes beyond the control and without the fault or negligence of Carrier, including but not restricted to acts of God, acts of a public enemy, acts of government, acts of terrorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, strikes, or labor difficultics (collectively “Force Majeure Eyents”), Cartier agrees to notify Customer in writing as soon as practicable of the causes of such delay, In the event that any materials or equipment to be provided by

s (collectively “Force Majeure Eyents”), Cartier agrees to notify Customer in writing as soon as practicable of the causes of such delay, In the event that any materials or equipment to be provided by Carrier under this. Agreement become permanently unavailable us a result of a Foroo Majeure Event, Carrier shall be excused from fumishing such materials or equipment. 7, WARRANTY - Carrier warrants that all equipment manufietured by Cartier Co:poration and all Carrier equipment, parts or components supplied herennder will be five from defects in material and workmanship. Caztier shall at its option repair or replace, F.0.B. point of sale, any equipment, part or component sold by Carrier and determined to be defective within one (1) year from the date of initial Terms and Conditions of Sale — Equipment and/or Service 021022 operation or eighteen (18) months ftom date of shipment, whichever is earlier, Carrier does not warrant products not manufactured by Carrier Corporation, but it does pass on to Customer any transferrable manufacturer warranties for those products. Cartier warmnts that all service provided by Carrier hereunder shall be performed in a workmanlike manner, In the event any such service is determined to be defective within ninety (90) days of completion of that service, Cartier shall at its option re-perform or issue a credit for such service. Cazzier’s obligation to repair or replace any defective equip:nent, parts ‘of components during the warranty period shall be Customer's exclusive remedy. Carrier shall not be responsible fot labor charges for removal or reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or reftigerant loss, or for repairs or replacement of such equipment, parts or components, required as a consequence of faulty installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Cartier. THIS WARRANTY IS GIVEN IN LIEU OF ALL. OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING THE IMPLIED WARRANTIES _OF MERCHANTABILI D FOR A PARTICULAR PURPOSE. 8 WORKING HOURS - All services performed under this Agreement, including but not limited to, major repairs, are to be provided during Cartiex’s notmal working hours unless otherwise agreed. 9, CUSTOMER RESPONSIBILITIES

ll services performed under this Agreement, including but not limited to, major repairs, are to be provided during Cartiex’s notmal working hours unless otherwise agreed. 9, CUSTOMER RESPONSIBILITIES (Service Contracts only) Customer shall: + Provide safe and reasonable equipment access and a safe work environment, * Permit access to Customers site, and use of building services including but not limited to: water, elevators, receiving dock facilities, clectrical service and local telephone service. * Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures, walls or partitions that may be necessary to perform the specified service. * — Frompily notify Carrier of any unusual operating conditions, «Upon agreement of a timely mutual schedule, allow Carrier to stop and start equipment necessary to perform service. * Provide adequate water treatment, ‘© Provide the daily routine equipment operation (if not part of this Agreement) including availability of routine equipment log readings. + Where Carrier’s remote monitoring service is provided, provide and maintain a lefephone line with long distance direct dial and answer capability. * Operate the equigment properly and in accordance with instructions, «Promptly address any issues that arise related to mold, Carrier Corporation 3

| | fungi, mildew or bacteria, * Identify and labet any asbestos containing material that may be present, The customer will provide, in writing, prior to the start of a job, a signed statement regarding the absence or presence of asbestos for any job where the building or the equipment to be serviced is older than 1981. Should this document state that no asbestos is present, the customer will also provide in writing the method used to determine the absence of asbestos. 10. EXCLUSIONS - Carrier is not responsible for items not normatly subject to mechanical maintenance including but not limited to: duct work, casings, cabinets, fixtures, structural supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes, boiler reftactory, disconnect switches and circuit breakers. Catrier is not responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled calls or emergency calls, any of which may be necessitated by negligent operation, abuse, misuse, prior improper maintenance, vandalism, obsolescence, building system design, damage due to freezing weather, chemicaVelectrochemical attack, corrosion, erosion, deterioration duc to unusual wear and tear, any damage related to the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or failures or any other cause beyond Carrier’s control. Canier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, government, stale, municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer's consideration in addition to this Agreement, Cattier shall not be required! to repair or replace equipment that has not been propetly maintained. 11. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts anly) - Upon the initial scheduled operating and/or initial annual stop inspection, should Cartier determine the need for repairs or replacement, Camier will provide Customer in writing an ‘equipment condition’ report including recommendations for correetions and the price for tepairs in addition to this Agreement, In the event Cartier recommends cextain services (that are not included herein or upon initial inspection} and if Customer does not elect to

ns and the price for tepairs in addition to this Agreement, In the event Cartier recommends cextain services (that are not included herein or upon initial inspection} and if Customer does not elect to have such services properly performed in a timely fashion, Cartier shall not be responsible for any equipment or control failures, operability or any long-term damage that may result, Cavtier at its option will either continue to maintain equipment and/or controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly. 12, PROPRIETARY RIGHTS (Service Contracts only) - During the term of this Agreement and in combination with cerfain services, Carrier may elect to install, attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable devive(s) shall become a fixture of the Customer locations, Customer shall not aequire any interest, title or equity in any hardware, software, processes, and other intellectual or Terms and Conditions of Sale ~ Equipment and/or Service 021022 proprietary rights to devices that are used in conncetion with providing service on Customer equipment, 13, DATA RIGHTS (Service Contracts only) - Customer hereby grants and agrees to grant to Camrier a worldwide, non-exclusive, non- terminable, irrevocable, perpetual, paid-up, royally free license to any Source Data, with the right to sub-license to its affiliates and suppliess for (i) Caxtier’s performance of services pursuant to this Agreement, (i) the improvement of Cartier services, and Carrier's Analytics Platfown; (iii) improving product performance, operation, reliability, and maintainability; (iv) to create, compile, and/or use datasets and/or statistics for the purposes of benchmarking, development of best pmuctices, product improvement; (v) the provision of services to third patties, (vi) research, statistical, and marketing purposes, and/or (vii) in support of Carrier agreements. Source Data — shall mean data that is produced diveetly froma system, or device and received at a collection point or a central server (¢.g. a Carrier database, data lake, or third party cloud service). Analytics Platform — shall mean server algorithms or web interface systems

e and received at a collection point or a central server (¢.g. a Carrier database, data lake, or third party cloud service). Analytics Platform — shall mean server algorithms or web interface systems used to (i) interpret, convert, manipulate, or calculate data, (if) perform data processing, and/or (ili) the delivery of data to Carrier, affiliates or suppliers of Carrier, and/or Customer. 14, RETURN OF DATA (Service Contracts only) - Customer understands and acknowledges that te portable devices will collect Source Data that will be stored on and/or transmitted to Carrier's servers and to suppliers or affiliates that are contracted by Carrier and used to transmit, process, extract or store such Source Data for purposes of Cartier’s performance of the service in accordance with this Agreement. Once such data and information has been stored and/or transmitted to Carrier's servers, Customer agrees that such data and information shall become part of Catriex’s database and therefore subject to the license terms under section 13. 15. DATA DELIVERY - During the term of the Agreement Customer shall (i) make reasonable efforts to ensure that the hardware remains powered on, (ii) avoid intentional action to impede, block or throtlle collection and transmission of Source Data by Carrier, and (iii) avoid intentional action to disable, turn off, or remove the hardware without Caricr’s. express written consent, which consent shall not be unreasonably withheld, 16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse engineor any software included with, incorporated in, or otherwise associated with the hardware and shall not reverse enginear any reports or analytics provided to or received by Customer from Carrier, 17. WAIVER OF DAMAGES - Under no circumstances shall Carrier be liable for any indirect, incidental, special or consequential damages, including loss of revenue or profit, loss of use of equipment or fuoilities, Joss of data, or economic damages howsoever arising. Carrier Corporation 4

i Hl 18. LIMITATION OF LIABILITY - Carrict’s maximum liability for any reason (except for personal injuries) arising from this Agreement shall not exceed the value of the payments received by Carrier under this Agreement, 19. CANCELLATION - Customer may cancel this Agreement only with Carriet’s prior written consent, and upon payment of reasonable cancellation charges, Such changes shall take into account costs and expenses incurred, and purchases or contract commitments made by Cartier and all other losses due to the cancellation incliding a reasonable profit. 20. CUSTOMER TERMINATION FOR CARRIER NON- PERFORMANCE - Customer shell have the right to terminate this Agreement for Carrier’s non-performance provided Cartier fails to cure such non-perforrmance within thirty (30) days after having been given prior written notice of the non-performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer locations fo disconnect and remove any Carrier personal proprictary property or devices as well as remove any and all Ca:zier-owned parts, tools and personal property, Additionally, ‘Customer agrees to pay Carrier for all incurred but usamortized service costs performed by Carrier including overheads and a reasonable profit. 21. CARRIER TERMINATION + Carrier reserves the right to discontinue its service any time payments have not been made as agreed of if alterations, additions or repaits are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier. 22, CLAIMS - Any Inwsuits arising fiom the performance or nonperformance of this Agieement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year trom the date the claim arose. 23, GOVERNMENT PROCUREMENTS ~ The components, equipment and services provided by Cartier are “commercial items” as defined in Section 2,101 of the Federal Acquisition Regulations ("FAR"), and the prices of such components, equipment and services are hased on Carrier's commexoial pricing policies and practices (which do not consider any special requirements of U.S. Government cost principles, FAR Patt 31, or any similar procurement regulations). As such, Cartier will not agree lo provide or certify cost or pricing data, nor will Cartier agree to comply with the Cost Accounting