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Home My Public Portal About2020.08.13 Carrier AgreementContact Name Account Phone Site Address Levi Brinkly CITY OF MCCALL (208) 315-4250 1240 Bitter Root McCall, ID, 83638-0000 Address Phone Fax E-mail Estimate Date Quote Number 3905 E. Summit Lane Nampa ID 83687 (208) 519-6890 (860) 353-0578 eric.harrison@carrier.com 07/21 /2020 00544245 Job Description CITY OF MCCALL WASTEWATER TREATMENT-Travel to site and In spect boiler. Scope of Work It's our pleasure to offer you this price to inspect boiler that is down and provide a list of repair need . Price Includes : Travel and two hours onsite for boiler inspection . Exclusions I Clarifications This quote does not include the waste disposal and labor perfonned outside nonnal business hours unless otherwise noted . In addition, the quoted price does not include any sales, excise, or similar taxes , any that apply will be added at cost. Total Quoted Pric e Total Price for Scope of Work excluding applicable taxes: $967 .00 This proposal is valid for 30 days from the date of proposal. Carrier's tenns and conditions wi ll govern in li eu of any other tenns and conditions contained in any resulting Purchase, Order, Contract, Agreement, etc . Carrier would like to thank you for the continuing opportunity to be of service . Sincerely, Eric Harrison Carrier Commercial Service Ti<lo ~ Purchase Order The attached Tenns & Conditions shall govern . Quote #00544245 CARRIER CORPORATION TERMS AND CONDITIONS OF SALE -EQUIPMENT AND/OR SERVICE I. PAYMENT AND TAXES -Payment shall be made net 30 days from date of invoice. Carrier reserves the right to require cash payment or other alternative 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 just ify continuance of the net 30 days payment term . In addition to the price, Customer shall pay Carrier any taxes or government charges arising from this Agreement. If Customer claims that any such tax es or government charges do not apply to the transactions governed by this Agreement, Customer shall provide Carrier with acceptable tax exemption certificates or other applicable documents. All past due invoices will accrue interest at the lesser of I % 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 an extra at Carrier's prevailing labor rates and equipment/parts charges, and subject to the term s of thi s Agreement. 3. RETURNS -No items will be accepted for return without prior written authorization. Returned goods may be subject to 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 . S. PARTIAL SHIPMENT -Carrier shall have the right to ship any portion of the equipment, goods or other materials included in thi s Agreement and invoice Customer for such partial shipment. 6. DELAYS -Carrier shall not b e liable 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 difficulties (collectively ·'Fo rce Majeure Events"). Carrier 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 unde r this Agreement become permanently unavailable as a result of a Force Majeure Event, Carrier shall be excused from furnishing such materials or equipment. 7. WARRANTY -Carrier warrants that all equipment manufactured by Carrier Corporation and all Carrier equipment, parts or components supplied hereunder will be fre e from defects in material and workmanship. Carrier shall at its option repair or replace, F.O .B . point of sale , any equipment, part or component sold by Carrier and determined to be defective within one (I) year from the date of initial operation or eighteen ( 18) months from 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 . Carrier warrants that all service provided b y 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, Carrier shall at its option re-perform or issue a credit for such service. Carrier's obligation to repair or replace any defective equipment, parts or components during the warranty period shall be Customer's exclusive remedy . Carrier shall not be responsible for labor charges for removal or reinstallation of defective equipment, parts or co mponents, for charges for tran spo rtation , handling and shipping or Tenns and Co nditions of Sale -Equipment and/or Service 120519 refrigerant 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 serv icing, unauthorized alteration or improper operation by persons other than Carrier. THIS WARRANTY IS GrVEN fN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY fNCLUDfNG THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 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 Carrier's normal working hours unless otherwise agreed. 9. CUSTOMER RESPONSIBTLITIES (Service Contracts only) - Customer shall: • Provide safe and reasonable equipment access and a safe work environment. • Permit access to Customer's site, and use of building services including but not limited to : water, elevators, receiving dock facilities, electrical 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. • Promptly 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 pro v ided , provide and maintain a telephone line with long distance direct dial and answer capability. • Operate the equipment properly and in accordance with instructions . • Promptly address any issues that arise related to mold , fungi, mildew or bacteria. • Id entify and label 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 us ed to determine the absence of asbestos. 10. EXCLUSIONS -Carrier is not responsible for items not normally 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 refractory, disconnect switches and circuit breakers . Carrier 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, obso lescence, building system design, damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion, deterioration due to unusual wear and tear, any damage related to the presence of mold , fungi , mildew, or bacteria, damage caused by power reductions or Ca rtier Corporation 2 fa ilures o r any othe r cause beyo nd Carri e r 's co ntro l. Carri er sha ll no t be required to p erfo rm tes ts, in stall any item s of eq uipment o r m ake modifi catio ns th at may be reco mmend ed o r directed by in surance co mpanies , governm ent, sta te , munic ip a l o r o th e r a utho ri ty . However, in th e event a ny s uch reco mm end at io n s occur, Carri er , at its o ption , may submit a pro posal for C usto me r 's co ns ide rati o n in additi on to th is Agree ment. Carri e r sha ll no t be required to re p a ir o r re pl ace equipme nt th at has no t b een properl y m a inta in ed . I I. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts only) -U pon th e initi a l sc hed ul ed o p erating an d/o r initi a l annu a l stop in s pecti on , sho uld Carri e r d etermine th e need fo r re pai rs o r re pl acement , Carri er w ill prov id e C usto me r in w ritin g a n 'equipment co nditi on · re port in c luding reco mme ndati o n s fo r co rrec ti o ns and th e pri ce for repa irs in additi o n to thi s Ag reeme nt. In the event Carrier recomme nd s certa in serv ices (th at a re no t in c lu ded here in o r upon initi a l in s pecti o n) and if C usto mer does no t e lect to have such servi ces pro pe rl y perfo rm ed in a tim ely fas hi o n, C arri e r s ha ll not b e res pon sibl e fo r any equipment o r co ntrol fa ilures , o perability o r any lo ng-term d amage that m ay res ult. C arri e r at its o pti o n will e ith e r co ntinu e to ma inta in equipme nt and/o r co ntrol s to th e b est o f it s ab ili ty, w ith out an y respo ns ibility , o r remove s uch equipment fr o m thi s Agr eeme nt, adju stin g th e pri ce according ly. 12. PROPRIETARY RIGHTS (Service Contracts only) -During th e term of thi s Ag reem ent and in co mbination with certa in serv ices, Carri er may e lect to in stall , attac h to Custo m er equipme nt, or p rovid e po rtabl e d ev ices (h ard ware and/o r so ftw are) th at sh a ll rem a in th e perso na l p ro pri etary pro p erty of Carri e r. No d evices in stall ed , attached to real p ro pe rty o r portable d ev ice(s) sha ll b eco me a fi x ture of th e Cu sto mer locati o n s. C u sto mer shall no t acquire a ny in te rest, titl e o r equity in any h ard wa re, so ftware, p rocesses, and o th e r inte ll ectu a l o r pro pri etary ri g hts to d evic es th at are u sed in conn ec ti o n w ith p rov iding service o n C usto me r eq uipme nt. 13 . DATA RIGHTS (Service Contracts only) -C usto me r he reby g ran ts and agrees to grant to Carri e r a world w id e , no n-exc lu s ive, no n - termin able , irrevocabl e, perp etu a l, pa id -up , ro yalty fr ee li cense to any So urce Data, w ith th e right to s ub-li ce nse to its a ffili ates a nd s uppli e rs fo r (i) Carri e r·s pe rfo rman ce o f services pursuant to thi s A greeme nt, (ii ) th e improve me nt of Carri e r serv ic es, and Carri e r 's A na ly ti cs Pl atfo rm ; (iii ) improvin g pro duct p erfo rm ance, o p e ratio n , re lia bility , and m ainta in abili ty ; (i v) to create , co mpile, a nd/o r use d atasets a nd/o r stati sti cs fo r th e purposes o f be nchm a rkin g, d evelo pm ent o f best practi ces, pro duct improvem ent; (v) th e pro v is io n o f serv ices to third parti es , (vi) research, stati sti ca l, a nd m ark etin g purposes, an d/o r (v ii ) in support of C arri e r agreeme nts . So urce Data - s ha ll mea n d ata th at is p ro duced directl y fro m a system , o r dev ice and received at a co ll ecti o n po int o r a central server (e.g. a Carri er datab ase , data lake , o r third party cl o ud ser v ice). A na ly tics Pl a tfo rm - sh all mea n se rve r algorithm s or web interface system s used to (i) interpret, co n vert, m a nipul ate , or calcul ate da ta , (ii ) perfo rm data process in g , and/or (iii ) th e d e li very o f d ata to Carrie r, affi li ates o r suppli ers o f Carri er , an d/o r C usto m er. 14. RETURN OF DATA (Service Contracts only) -C usto m er und ersta nd s a nd ac kn owledges that th e po rtable d evices w ill co ll ect So ur ce Data th at w ill be stored o n an d/o r transmitted to Carr ie r ·s servers and to s uppli ers o r affi li ates th at are co ntracted by Carri er and used to transmit, pro cess, ex trac t o r s to re s uch So urce D ata fo r purposes o f Carri e r 's pe rform a nce o f th e se r v ice in acco rd anc e w ith thi s Agreement. Once s uch d ata and informa ti o n has been sto red and/or tran sm itted to C arri er 's servers. C usto me r agrees th at such da ta and in fo rm ati o n sha ll b eco me part of Carri e r 's d atab ase and th e refo re subj ect to th e li cense term s und er secti o n 13 . Te nn s and Co nditi ons of Sale - Equipm ent an d/o r Se rvi ce 1205 19 15. DATA DELIVERY -During th e te rm o f th e Ag reem ent C u stom er sha ll (i) m a ke reasona bl e e ffo rt s to ensure th at th e hard wa re rema in s p owered o n, (i i) avo id intentio nal actio n to impede , block o r throttl e co ll ec ti o n and trans mi ss io n o f Source Data b y C arri er , and (iii ) avo id intentio na l acti o n to di sable , tum off, o r re move th e ha rd war e w ith o ut Carr ie r 's express w ritte n co n se nt, w hich conse nt sh all no t be unreaso nabl y withhe ld . 16. REVERSE ENGINEERING -C usto me r sha ll no t ex tract, d eco mpil e o r reverse eng in ee r an y so ft war e in cl ud ed with, in co rpo rated in , o r o th erwi se associa ted wi th th e h ard ware and shall no t reverse eng in ee r any re po rt s o r ana ly ti cs p rovid ed to o r received b y C u sto m e r fr o m Carri e r. 17. WAIVER OF DAMAGES -U nd er no c irc umstan ces sha ll Carri er b e li abl e fo r any in ci d enta l, spec ia l o r co nseq ue nti a l d a mages, in c luding loss of revenu e , loss of use o f equipment o r fac iliti es, o r eco no mi c d a m ages b ased o n stri c t li ability o r negli gence. 18. LIMITATION OF LIABILITY -Carri e r 's m ax imum lia bil ity for any reason (except fo r p erso na l injuries) ari s in g fr o m thi s A greem ent sha ll not exceed th e valu e o f th e p ay ments received by Carri e r unde r thi s Agreem ent. 19. CANCELLATION -C u sto m er m ay cancel thi s Agreement o nl y w ith Carri e r 's pri o r writte n co nsent. and upo n pay me nt of reasona bl e cancell ati o n c harges. Such charges sh all ta ke into acco unt costs and ex p e nses in c urred , and purc hases o r co ntract co mmitm ents m ade by Carri e r a nd a ll oth er losses due to th e c an cell ati on including a reasona bl e profit. 20. CUSTOMER TERMINATION FOR CARRIER NON- PERFORMANCE -C usto m e r sh a ll have th e ri g ht to te rmin ate thi s Agreeme nt for Carri e r 's non-perfo rm ance pro vid ed Carri er fa il s to c ure such no n-p erfo rm ance w ithin thirty (3 0) days after hav in g b een g ive n pri o r w ritte n noti ce o f th e no n -p erfo rm a nce. Up on earl y termin ati o n or expiratio n o f thi s Agreement, C arri er sha ll h ave free access to enter Custo m er locati o n s to di sco nnect a nd remove any Carri e r p e rso na l p ro pri e tary property o r d evices as well as remove any and a ll Carri e r-owned parts , too ls and p erso na l property. Additionall y , C usto m e r agrees to pay Carri er for a ll in c urred but unamo rti zed serv ice costs pe rfo rmed by Carri er in c luding overh ead s and a reaso nabl e p ro fi t. 21. CARRIER TERMINATION -Carri er reserv es th e ri g ht to di sco nti nu e its serv ice a ny tim e pay m ents have no t been mad e as agreed o r if alteratio n s, additi o ns o r rep a irs are m ad e to equipment durin g th e te rm o f th is Agr eement by o th ers w itho ut prio r agreement b etween C usto me r and Carri er. 22. CLAIMS -A ny laws uits a ri s in g fro m th e perfo rm ance o r no npe rfo rm an ce of thi s Agreeme nt, w h eth e r based upo n co ntract, n eg li gence, stri ct li abili ty o r o th erwi se, sha ll be b ro ug ht w ithin o ne (I ) year fro m th e date th e c la im arose. 23. GOVERNMENT PROCUREMENTS -Th e co mpo nents , e quipme nt and se rv ices p rov id e d by Carri e r are "co mme rc ia l ite ms" as d e fin ed in S ec ti o n 2 .10 I o f th e Fed eral A cqui s iti o n Regul ati o ns ("FA R "), and th e pri ces o f s uch co mpo nents, equipment and servi ces a re based o n Carri e r's co mmer c ia l pri c ing po li c ies and prac ti ces (whi ch do no t con s id e r any s p ec ia l req uire m e nt s o f U .S. Governm ent cost prin c ipl es, FAR Part 3 1, or an y s imil ar pro c ure me nt reg ul ati o ns). A s s uch , Carri e r w ill no t agree to prov id e o r certify cost o r pri c in g d ata, no r w ill Carri er ag ree to comply w ith th e Cost Acco untin g Standard s (CAS). In additio n, no government proc urement regul a ti o ns, such as Carri er Co rp ora ti on 3 F ARs or DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier. 24. HAZARDOUS MATERJALS -Carrier is not responsible for the identification , detection , abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, or mold , fungi , mildew , or bacteria. If Carrier encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove its employees from the project, until such material and any hazards associated with it are 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 , refrigerant and any other material generated during the term of this Agreement. 26. SUPERSEDURE, ASSIGNMENT and MODIFICATION - This Agreement contains the complete and exc lu sive statement of the agreement between the parties and supersedes a ll previous or contemporaneous, oral or written , statements. Customer may assign this Agreement only with Carrier 's prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. Orders shall be binding upon Carrier when accepted in writing by an authorized representative of Carrier. CARRIER 'S ACCEPTA CE 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 AGREEMENT AND ALL REFERENCED ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CARRIER AND CUSTOMER, AND NO AMENDMENT OR MODIFICATION SHALL BE BINDING ON CARRIER UNLESS SIGNED BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE FAILURE OF CARRIER TO OBJECT TO PROVISIO S CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUME T OF CUSTOMER SHALL NOT BE CONSTRUED AS A WA IVER BY CARRIER OF THE TERMS IN THIS AGREEME TOR 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 CARRJER, AND CARRIER HEREBY EXPRESSLY OBJECTS THERETO. Tenns and Conditions of Sale -Equipment and/or Service 120519 27. CUSTOMER CONSENT -Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes. 28. FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by law 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 structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors ' State License Board, P .O . Box 26000. Sacramento, California 95826. 29. INTELLECTUAL PROPERTY -Notwithstanding anything to the contrary stated herein , Carrier retains ownership of its intellectual property and no li cense to Carrier's intellectual property is granted except as necessary for Customer to use a ny deliverables and/or services provided hereunder. 30. DAT A PRJV ACY -Carrier processes personal data in accordance with its privacy notice at Carrier.com. 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 Regulation, and take all reasonable commercial 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, in c ludin g notifying the indi vid uals whose personal data it provides to Carrier. Neither party receives personal data under this Agreement for monetary or other va lu able consideration. 31. FACTORY ACCEPTANCE TESTS AND INSPECTIONS - The nature and extent of factory acceptance tests o r factory inspections, including without limitation , the number and identity of participants, locations visited , and activities undertaken, 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, Carrier policy and internal pre-approval requirements, and strictly comply with Customer's policies as we ll as all applicable laws and regulations including, without limitation, all applicable laws and regulations prohibiting corruption . Carrier Corporation 4