126-22 Exhibit.pdf

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 Standards (CAS). In addition, no government procurement regulations, such as FARs of DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier. 24, HAZARDOUS MATERIALS - Carrier is not responsible for the identification, dotection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, ot mold, timgi, mildew, or bacteria, If Cartier encounters any asbestos or other hazardous material while performing this Agrocment, Carrier may suspend its work and remove its employees Terms and Conditions of Sale ~ Equipment and/or Service 021022 from the project, until such material and any hazards associated with it axe abated. The time for Carrier’s performance shall be extended accordingly, and Carrier shall be compensated for the delay. 25, WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, reftigerant and any other ‘material generated during the term of this Agreement, 26, SUPERSEDURE, ASSIGNMENT and MODIFICATION - This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporancous, oral or written, statements. Customer may assign this Agreement only with Cantier’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both patties, Orders shell be binding upon Carrier when accepted in writing by an authorized representative of Carrier, CARRIER’S ACCEPTANCE OF CUSTOMER'S ORDER IS CONDITIONED UPON CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN (THIS “AGREEMENT”) AND CUSTOMER'S AGREEMENT TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. THIS AGREFMENT AND ALL REFERENCED ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN.CARRIER AND CUSTOMER, AND NO AMENDMENT OR MODIFICATSON SHALL BE BINDING ON CARRIER UNLESS SIGNED BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE FAILURE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY

RE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY OF CUSTOMER'S PROVISIONS. ANY CONFLICTING OR ADDITIONAL ‘TERMS OR CONDITIONS SET FORTH BY CUSTOMER IN A PURCHASE ORDER OR OTHER DOCUMENT SHALL NOT BE BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY OBJECTS THERETO. 27. CUSTOMER CONSENT - Customer consents and agrees that Carrie: may, from time to time, publicize Carrier related projeots with Customer, including the value of such projects, in all forms and media for advertising, trade, ancl any other lawful purposes. 28, FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by lnw to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged! violation, ‘A complaint regarding a latent act or omission pertaining to siruetural defects mustbe filed within 10 yeas of the date of the alleged violation. ‘Any questions concerning a contractor may bereferred to the Registrar, Contactors’ State License Board, P.O. Box 26000, Sacramento, California 95826. Carrier Corporation 5

29, INTELLECTUAL PROPERTY — Notwithstanding anything to the contrary stated herein, Carrier retains ownership of its intellectual property and no license to Carrier’s intellectual property is granted. except as necessary for Customer to use any deliverables and/or services provided hereunder. 30. DATA PRIVACY ~ Cartier processes personal data in accordance with its privacy notice at Carvier.com or via the following link:https://www.carrier.convcarrier/en/worldwide/legal/privacy- notice. Each party will comply with applicable data privacy laws governing personal information collected and processed under this Agreement, including the California Consumer Privacy Act and the European General Data Protection Regutation, and take all reasonable gommercie! and legal steps to protect personal data, If Customer provides Carrier with personal data, Customer will ensure that it has the legal right to do so, including notifying the individuals whose personal data it provides to Carrier, If a party collects or processes personal date fiom Califomia residents under this Agreement, such party is a “Service Provider” under the CCPA, and will not sell or exchange such personal data for anything of value, 31. FACTORY ACCEPTANCE TESTS AND INSPECTIONS — ‘The nature and extent of factory acceptance tests or factory inspections, including without limitation, the number and identity of participants, locations visited, and activities unelertaken, shall be limited to activities directly related to the performance of this Agreement. The tests or inspections will be subject to mutual agreement of the parties, Cartier policy and internal pre-approval requirements, and strictly comply with Customer’s policies as well as all applicable laws and. regulations including, without limitation, all applicable laws and regulations prohibiting corruption, 32. CHANGE ORDER / ADDITIONAL WORK / PRICE ADJUSTMENTS ~ Ca:rier will not perform additional work until such time as Carrier receives a change order, duly executed by each party, setting forth the scope and an agreed upon price for the additional work, as well as any appropriate adjustments to the delivery schedule. Additional work and/or -—materials supplied under any change order shall be subject to the terms of this Agreement. The ‘Terms and Conditions of Sale ~ Equipment and/or Service 021022 rice of services performed under this

-—materials supplied under any change order shall be subject to the terms of this Agreement. The ‘Terms and Conditions of Sale ~ Equipment and/or Service 021022 rice of services performed under this Agreement is subject to change due to increases in material costs related to tariffs, import duties, trade policy, epidemics, commodity or material costs, supplier costs, labor costs, or related impacts or market conditions, Such change shall come into effect on thirty (30) days’ prior written notice fiom Carrier to Customer, ‘The price of equipment supplied under this Agreement is subject to increase in accordaace with the Producer Price Index (PPI) published by the U.S. Department of Labor Bureau of Labor Statistics (BLS) for commodity: PCU33341-3334i HVAC and Commercial Reftigeration Equipment, Price escalation will be calculated as (i) otal Agreement price multiplied by (i) the PPI on date of equipment delivery to end customer, divided by (ii!) PPI on date of execution of the Agreement, Total Agreement price is not subject to decrease. 33, OCCUPATIONAL SAFETY AND HEALTH (Service Contracts Only) - Carrier and Customer agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act OSHA") relating in any way to the performance of work under this Agreement, the project or the job site, 34, ANTI-DISCRIMINATION POLICY — The Carrier Fostering a Respectfill and Safe Work Environment policy is incorporated into these terms via this link: https://www.carrier.com/commercial/en/us/media/carrier- anti-discrimination-herassment-policy-02192021_ tcm199- 109848. pdf, 35, EQUIPMENT RENTALS- If ali or a portion of this Agreement is for equipment rental, the Carrier Rental Systems Master Terms and Conditions ~ Renial, available at Ittps://www.carsicr,com/rentals/en/is/rental-equipmentrental- forms shall apply to the rental equipment Cartier Corporation 6

ys ( Carrier » Om ; Over 100.years of innovations : carrier.com/service Terms and Conditions of Sale — Equipment and/or Service 021022 Carrier Corporation, 7

Carrier Corporation Commercial Systems & Sales turn to the experts 27 www.commercial.carrier.com Quotation West Orange Municipal — 2"! Floor HVAC Job Name: System Upgrades Date; 4/18/2022 TOWNSHIP OF WEST ORANGE Customer: 66 Main St. West Orange Quote Number: 00668513 Attn: Lou Reynolds Project Narrative: Carrier proposes to convert a constant volume single zone air conditioning system into a multi-zone solution. The conversion requires scopes of work from all the major trades, including sheet metal, electrical, controls, steam fitting and general contracting. Please find the scope below by trade: DDC Controls Scope to operate new zoning scheme: 1. Furnish and Install Nema] panel including 120V (1) panel controls 2 AHU. 2. Furnish and install UCXP to control (2) AU Fan S/S 3 speed Fan CT Furnish steam valves Furnish SAT Furnish RAT Filter DP Damper actuator DX control i. Outside air temp (1) 3. Furnish (5) 8x14” VVT box with controllers 24V power for VVT Furnish space temp Furnish SAT Furnish RIB Relay to control EBB Heat Network to panel 4, Furnish (1) Bypass damper with controller j. 24V power k. EAT 1. Duct static tube m. Network to panel 5. Furnish 7” Touch screen with Graphics, set point, scheduling and alarming, Mounted on panel face. PaRmoeaoop Enhanced Zoning and Duct work modification scope: 1, Run new ductwork or adapting existing ductwork to accommodate zone dampers for the 6 ton air handler on the 2nd floor, There will be (5) zones total ~ (4) offices and (1) conference room. We will run new ductwork through the existing 2nd floor office and down the conference room. Conference room will have (3) new 2x2 diffusers installed. Supply and install (6) manual fire dampers with access doors. yRPYD

GC Scope: 1. Provide 2 concrete penetrations/holes needed through the floor and hallway wall. Steam Coils scope: 1. Fumish and install 2 steam coils for air handling units located at 2" floor. 2. Furnish and install steam valves and traps. 3. Modify steam piping as required. Electrical Scope: 1. | Wire all controls, end devices and new valve. Drawings Scope: 1. Provide mechanical and electrical “Record drawings” based on as-built conditions. Total Price for Scope of Work excluding applicable taxes: $168,000.00 Items also included: One (1) year warranty on all new controls Training 4 Hours Programming and onsite start up. Setup scheduling All exposed wiring is in EMT all wiring inside walls or above ceilings is in plenum code rated cable. ween Items not included: 1. Overtime labor 2. Any Balancing 3. Patching or Painting of walls 4, Boiler trim wiring 5. Cooling tower trim wiring 6. Trenching 7. DSL or cable services 8. Permits or inspections 9. Electrical permit fees 10, Starters, disconnects 11. Patching and or painting of floors, walls or ceilings 12, Smoke detectors 13. Air and water balancing 14. Any work not specifically mentioned or listed above Sincerely, Mohamed Abdelrahman Carrier Commercial Service Title Customer Acceptance (signature) Purchase Ordor Page 2 of 4

This quote is valid for 30 days. CARRIER CORPORATION TERMS AND CONDITIONS OF SALE - EQUIPMENT AND/OR SERVICE 4. PAYMENT AND TAXES- Payment shall be mada not 30 days from dale of invoice. Carrier reserves the right fo reculre cash paymont or other alternativa mothod ‘of payment prior to shipment or completion of work if Carrler determines, in its sola discretion, that Customer or Customer's assignee's financial condition al any time ‘does nol justify continuance of the net 20 days payment term. In addition to the price, the Customer shall also pay Carrier any taxes or government charges arising from this Agrooment. 2. EXTRAS: Equipment, parts of abor In addition to those specified in this Agreement will be provided upon raceipt of Customer's written authorization ard pai for as an extra and subject (o the terms of this Agreement. 3. RETURNS: No items will be accepted for roturn without pricr written authorizaticn. Returned goods may be subject to a restocking charge, Special order and ‘non-stock items cannot be retumed. 4, SHIPMENT- All shipments shall be F.0.8, shipping point, freight pregaid and allowed to the job site. Shipmont dates quoted ars approximate, Cartier does not guarantee 2 particular date for shipment or delivery. 5. PARTIAL SHIPMENT- Carer shall heve the rght to ship any portion of the equipment included in this Agreement and invoice Customer for such partial shipment. 6 DELAYS- In the event Carrer is dolayed In manufacturing, shipping cr delivery by causes beyond the control and without the fault or nogligense of Carrier, including but not restricted to acts of God, acts of 2 public enemy, acts of governmant, acis of tarvorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, sirikes, or labor difficulties, Carrier agrees to notify Customer in wrillng as soon as practicable of the causes of such delay and Carrier 2he| ure be aio fo an axtansion e he Bre equeent the curation of any such delay and a reasonable time in which to recover from said delay to resume production. 7. WARRANTY- Carrier warrants that all equipment manufacturod by Carrior Corporation and all Cartier equipment, parts or components supplied hereunder will bo fraa from defects in material and workmanship. Carrier shall at fis option repair or replace, F.0.B. point of sale, any equipment, part or component sold by Carter and

nents supplied hereunder will bo fraa from defects in material and workmanship. Carrier shall at fis option repair or replace, F.0.B. point of sale, any equipment, part or component sold by Carter and datermined to be defective within one (1) year from the date of inital operation or eightaen (18) months from date of shipment, whichever is earlier. Carrier does not warrant products nat manufactured by Carrier Corporation, but it does pass an to Customer any available manufacturer's warranty for those products. Carrier warrants that all service provided by Carrier hereundor shall be parformad in a wortmanlike manner. In the event any such service Is determined to bo defective within ninety (20) days of completion of that service, Cariler shell at its option ra-porform ot issue a credit for such service, Carrier's obligation to repair or replace any defective equipment, parts or components during the warranty period shall he Customer's exclusive remedy, Carrier shall not be responsible for labor charges for removal cr reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or refrigerant loss, ar for repairs or replacement of such equipment, parts or components, required as a consequence of fauily Installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Carrier, THIS WARRANTY |S GIVEN IN LIEU OF ALL_OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, 8. WORKING HOURS~ All services performed under this Agreement including major repairs, are to be provided during Canier’s normal working hours unless otherwise agreed. 9, ADDITIONAL SERVICE- Sarvices or parts requested by Customer in addition to those specified In this Agreement will be provided upon recoipt of Customer's written authorization and invoiced al Carrier's prevailing labor rates and paris charges. Additional services or parts shall be supplied under the torms of this, Agreement, 40. CUSTOMER RESPONSIBILITIES (Service Gontracts only) - Customer shall: Provide safe and reasonable equipment access and a safe work envircnment, Permit accass to Customer site, and use of building services including but riot limited to: water, clovators, receiving dock

Provide safe and reasonable equipment access and a safe work envircnment, Permit accass to Customer site, and use of building services including but riot limited to: water, clovators, receiving dock faclities, electrical service and local telephone service. Keep areas adjacent to equipment free of extraneous material, mova any stock, fixtures, walls of parttions that may be necessary to perform the specified service. Promptly nolify Carrier of ary unusual operating conditions. Upon agreement of @ timely mutual schedule, allow Cartier to stop and etart equipment necessary to perform service. Provide adequate water treatment. Provide the dally routine equipment operatlon (if nat part of this Agreamant) including avallability of routine equipment log readings. ‘Where Cartier’s remote monitoring service is provided, provide and maintatn a telephone ling with long distance direct dial and answer capability. Operate the equipment properly ard in accordance with instructions, Promptly address any issues that arise related to mold, fungi, mildew or bacteria. Identify and label any asbestos containing material that may ¢ present, The customer will provide, in waiting, prior to the start of a Job, a signed statement regarding the absence er presence of asbestos for any job where the building or the equipment to be servioed is clder than 1981, Should this decument stata that no asbestos is present, the customer will also provide in writing the method used te determine the absence of asbostos. 11. EXGLUSIONS- Carrler is nol responsible for items nat normally subject te mechanical maintenance Including but not ined to: duct work, casings, cabinets, fixtures, structural supsors, grillage, water plaing, steam pising, drain piping, cooling tower ‘il, bailer tubes, boiler refractory, disconnect switches end circuit breakers. Carrier Is no: responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled cal's or emergency calls, any of which may be necessitated by negligent aperation, abuse, misuse, prior improper maintenance, vendalism, ebsolescence, building systen design, damage due to freezing weather, chemicaVelectrochemical attack, carrosion, erosion, deterioration due to unusval wear and tear, any damage related fo the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or fallures or any