AV Project Agreement

City Of Fishers, Town Hall Auditorium

Originally submitted April 25, 2017

Updated August 15, 2017

AV Design / Build Agreement City of Fishers, Town Hall Auditorium

Date: April 25, 2017

Prepared by: Michael Bembenick, Sensory Technologies Project Numbers: 52736 R1, R2, R3, R4

Design Engineers: Eric Brown, CTS, CTS-D, CTS-I

Contact Information

Primary Contacts: Tracy Gaynor

Phone Number: 317-595-3114 (Office) Email Addresses: gaynort@fisher.in.us

Current Address: 1 Municipal Drive

City: Fishers State: IN Zip: 46038

Accounts Payable: See above

_____ NOT Exempt from Payment of Sales Tax

__X__ Exempt from payment of Sales Tax* *If Exempt, copy of Tax Exempt Certificate Letter is required Purpose of this Document

The Functionality Statement below will constitute an agreement for the Equipment and services to be provided by

Sensory Technologies, LLC (“Company”) and City of Fishers (“Client”). Sensory shall provide all work described

with the Functionality Statement (the “Scope of Work”). This scope of work is defined at a high level, with a

detailed scope of work to be drafted, through post engineering process upon project acceptance.

Elements, including ideas, engineering, drawings, equipment, labor, or logistical details not specifically addressed

and tied to a concept in this document could be considered changes and/or additions to the project. With

approval from the City of Fishers, these may result in additional charges, timeline extensions, or both. These

changes could also result in reductions from the project price tied to this scope of work

Once installed, your system(s) will be fully tested and commissioned by Company to ensure all Equipment is

working as designed. This document will reappear to act as the commissioning checklist and to verify both Client

and Company agree the installation is complete and fully operational. Upon completion and acceptance of the fully

functional system(s), Company will provide instructive orientation for the client regarding the use of the system(s).

Contents

1A – Project Process / Overview 4 - Service Agreement

1B - Functionality Checklist 5 - Terms and Conditions

2 - Customer Responsibilities 6 - Agreement Acceptance

3 - Price and Payment Terms 7 – Attachments

1A. Project Process/ Overview

Design, engineering, CAD drawings, equipment procurement, project management, installation, programming,

software development, configuration, commissioning, training, service and support for the new Audio Visual

Upgrades at the City of Fisher’s Town Hall Auditorium will be performed for the following systems described in the

functionality statement below.

AV Design and Engineering

Architectural concepts

Coordination with trades

Equipment list and requirements

AV flow diagrams

Structural drawings

Functionality and scope commitment

Coordination with manufacturers

Final coordination with trades

Project Management

Time line management & coordination

Trade coordination and project time schedules

Scheduling & Management of commissioning

Scheduling & Management of programming

Manage onsite activity & resource requirements

Field Engineering and Commissioning

Oversee project and lead installation team

Inspection of all terminations and rack building

Provide all programming and S&D development

Provide quality and control of installation

Full test of system to ensure proper functionality

Development, programming and configuration of audio digital signal

processors

Design and software development of conference room control systems

User Training

Conduct on-site, custom developed training sessions provided upon project completion

Provide user friendly manuals, screen shots and guides. (both hard copy and digital copies for each room system)

24/7/365 CSC Support

Scope of Project:

The Town Hall Auditorium will be refreshed, with a new technology system that will offer a higher level of functionality, replace depreciated equipment, and ultimately provide a fully digital environment that replaces the existing analog AV system.

The following items highlight the main goals for this system.

1. Camera replacements and new production switcher (3 new HD, PTZ Cameras to replace the current 4 camera set up)

2. Removal of both projectors, replacing with two 110” HD, LED video walls. These video walls will go where the current zoning maps are taped behind the council desks.

3. Digital conversion & digital input at all source locations including multiple lectern floor box locations

a. New 16x16 Matrix Switcher

b. All required input Cards for the switcher are included

4. New Control System and Touch Panels (lectern location as well as production room location for the two panels)

5. Recording capture in production room

6. Streaming infrastructure to end at fishers.gov website as URL (Offering up to 2.4 TB capacity annually)

7. (2) Mobile 55” display carts that will be provided and used for showing town hall audience maps, other documents, etc. These are to be located near each column toward the front of seating area, as the wall plates for connectivity and video signal outputs will be made available at each column location.

8. Timing clock system for custom setting of countdown that the presenter has to speak.

a. (1) clock to be located at the podium

b. (1) clock to be located at the center of the bulkhead, facing the council desk

c. (1) timer to be at the podium or an administrator location to set, re-set, and adjust the clock for each presenter/ speaker in a meeting session.

9. Room Scheduling and Roombook management system for 5 total rooms

10. Digital Signage Software and Digital Display for 5 different spaces in the Town Hall common areas.

Please see the full scope of work below, for the complete system description, as the above only highlights main components.

Please also refer to the zipped file, detailing and highlighting some of the major integration components proposed for this project.

Town Hall Auditorium

Video Wall Displays (for Audience View):

(2) 110” NEC LED video walls will be provided and mounted on the angled walls behind the council desk. Each wall will include: (4) 55” panels, with a 3.7mm narrow, ultra slim bezel Full HD Resolution, LED direct lit displays 1920 x 1080 0.63mm pixel pitch 3500:1 contrast ratio 3.7mm ultra slim bezel (1) Crestron Distribution Amplifier will be provided (1) 4K Crestron Receiver and Controller / Scaler will be provided

**Client responsible to provide blocking, bracing at the video wall location per Sensory Technologies specifications. Client responsible for power & network at display location per specifications as well. OFE equipment removed:

The two existing projectors will be removed and provided back to the City of Fishers. The existing screen will stay in place at the front of the auditorium, in the bulkhead.

Board/ Council Private view Displays

(2) 65” LED, LCD displays shall be mounted to the bulk head, for viewing by the board members. The existing projector shall be removed in lieu of the displays. (2) micro adjusting tilt wall mounts, cabling, and all hardware will be provided for the installation of these

new displays (2) Digital Receiver/ Scalers will be provided (1 at each display to receive digital signal)

**Client responsible to provide blocking, bracing at the display locations on the bulkhead per Sensory specifications. ** Client responsible for power & network cable conveyance at display location per specifications as well. Overflow Feeds to Lobby Displays

(2) video feeds will be integrated and provided to the 2 lobby area displays outside the Town Hall entrance. These displays are primarily used for digital signage, however their input can be changed from HDMI 1 to HDMI

2, allowing the video and audio from the town hall to be viewed

The appropriate receiver/ transmitter equipment will be provided to extend the HD digital signal to the displays Lectern (list of Sources) Desktop PC

The existing client desktop PC will be re-used. (1) digital transmitter will be installed for connection to the new AV switcher in the control room USB keyboard / mouse combo to drive the system (OFE) Room PC to be the source to drive software based video/audio conferencing. Laptop connection not able to provide Soft Codec as currently designed.

Laptop Input connection The lectern will offer the following connections:

HDMI VGA connection 3.5mm mini audio connection

Network connection An Adapter ring with display port, mini display port, lightning. A new digital transmitter will be installed for connection to the new AV switcher in the control room.

Document Camera

The existing Elmo P10HD document camera will be re-used. (1) digital transmitter will be installed for connection to the new AV switcher in the control room.

Floor box connection (updated to digital)

(2) existing floor boxes shall remain in-place at their current locations and be used for lectern connectivity, offering multiple room set ups for the different meetings that take place in the Town Hall.

Each floor box’ AV connectivity will be updated to accommodate the new digital AV system.

Integrated Teleconferencing (Phone) The SIP based VoIP line will be integrated into the touch panel, allowing teleconferencing to be selected as a

source in the room Phone system is SIP VoIP by 3CX Both outgoing and incoming calls can be managed through the touch panel

Audio in will be heard through the room’s speakers Audio out will be heard through any of the microphone sources in the room Client to provide an ATA device (Analog Telephone adapter) to successfully adapt into the existing analog driven audio processor.

Control Room (list of Sources) Desktop PC

The existing client desktop PC located in the control room will be re-used. (1) digital transmitter will be installed for connection to the new AV switcher in the control room.

AV/USB Bridge

(1) AV-USB bridge will be installed and connected via USB to the Control Room PC. This AV bridge will allow a video and audio feed from the AV system into the PC for use with soft codec

applications (i.e. Web Ex, Go To Meeting, RALLY, ZOOM, Skype for Business, etc.). AV Streaming

(1) Streaming/recording unit will be installed in the equipment rack, with both a video and audio from the AV system. This is a hosted service, though Sensory, which offers the ability to store, index, and stream captured video (live). The client will also be able to search for these indexed videos.

The device has an internal 400GB SSD record drive allowing for up to 80 hours of recording locally. The recordings are in MP4 format and can be downloaded from the device directly and archived as needed. The device will provide simultaneous recording and streaming, allowing remote participants to view and

listen live ** A third party streaming service is required to integrate the data stream to the host web site. With this third party integration, both the live and On Demand content could be viewed from the City of Fishers website through the HTML code. **This streaming service is offered at an annual subscription of $2,900.00 for up to 2.4TB capacity. ** The overage price will be billed at $.52 cents/ GB / month. Camera System and Camera Production Switcher

(3) high-definition PTZ cameras will be installed in the room for capture of the audience and the board

members. Two of these cameras will replace the Northeast and Northwest cameras in the exact location The SE camera will be eliminated. The SW camera will be repositioned at the bulkhead, between the two Board/ Council view flat screens. This camera feed to tie into AV Bridge and extended by USB to rack room’s room pc Control will offer pre-sets for different camera set up (zoom, pan, tilt, etc.) as well as full production control Integrated Video Conferencing (SKYPE) or any other soft videoconferencing service will be able to be

navigated ** Client provided soft video conferencing solution/ license will be required to drive the VC function. **The cameras located on the bulkhead will be reduced from (2) to (1); with the camera relocated to the center of the bulkhead. **Cable conveyance will be required to this location.

(1) Production View HD, multi-view HD switcher will be installed and replace the existing switcher/ control.

Control of the cameras may be through one of the following: (1) newly installed production switcher at the production desk in the control room

(this will also allow for manual control of each camera during live events, per Tracy and Gabriele request)

(2) newly installed 10” touch panels (1 at lectern top and the other in the control booth)

(3) new 22” LED / LCD backlit production displays will be located at the production desk

Preview monitor shall allow the technician to queue video and cameras prior to ‘go live’.

Program monitor shall provide a look at the live feed to the soft codec, recorder and streaming device.

Multi-view monitor shall provide a window view including all cameras allowing the operator to plan forward during meetings for smooth operation and switching during live events.

Audio

There are no current changes planned for the audio system. The existing audio system will be re-integrated and used in the new Town Hall AV system.

This system includes all ceiling speakers in the town hall This system includes the wireless microphone sources This system includes all of the push to talk gooseneck mics at the boardroom table (front of room)

Control The control system refresh will include the following items:

(1) central control processor will be provided and installed in the main equipment rack located in the control room. The processor shall provide control connectivity for the following sources: AV switcher Audio processor Displays Video walls Cameras

(2) 10” color touch panels will be provided and serve as the touchpoint control commands These touch panels will be located at the control room and the other touch panel at the lectern Each will have a table top kit for docking purposes (these are NOT wireless)

(1) 16x16 Crestron matrix switcher will be integrated at the rack to manage control switching for both video and audio from each room’s sources. This will ensure lossless, HD, multi-room signal distribution.

This new Digital Media 16x16 production switcher’s appropriate input cards will be provided This is a full Crestron Digital media system, providing 4K/ Ultra HD, AV signal routing and distribution of

digital signals to each and every source in the Town Hall’s System.

Rack/ Equipment

The existing 44 space rack and power supplies will be re-used. All rack shelves, rails, power supplies, surge protection, wiring, cabling is provided

Room Scheduling Touch panel Room Book system (5 rooms total) (1) 7” AMX Room book system and touch panel will be installed as part of a global room management system in the

following locations. Each panel will require a network connection to be provided at location.

This room book system ties directly into Outlook and office 365 as its own alias. See spec sheet for more information.

This room scheduling system will be installed in 5 meeting spaces. A couple of the rooms are glass walls, where a glass mount kit is provided for this case. Rooms Include: Auditorium Engineering Conference Room Administration Conference Room (upstairs) Central Conference Room (upstairs) Foyer Conference Room (upstairs) **Client to provide network connection at the location of each panel, as these are PoE (power over Ethernet) **Client to ensure that adequate space is provided for this scheduling panel outside of each doorway location.

FOCUS Digital Signage and Digital Displays (5 locations total) 5 total areas will receive digital signage grade displays (rated 16:7), to provide digital signage content driven by Sensory Technologies’ FOCUS software solution.

1. Main Lobby Auditorium Entrance Right 2. Main Lobby Auditorium Entrance Left

These two locations will receive 50” displays, mounted in the current trophy case locations. Content will be custom to these two locations ONLY There will be a video distribution feed from the main auditorium to provide an overflow signal in the

event that a large event takes place and folks are outside in the lobby area. This will be controlled by the HDMI input selection on the side of the display. The overflow will be turned on by the touch panel control

3. Main Entrance (FOYER area at front of Town Hall entrance) This location will receive a 65” display on a tilt mount just inside the foyer on the left hand wall

Content will be custom to this location, and also overflow to the back display in the rear entrance

4. NE Hallway This location will receive a 50” display and provide the job bulletin board information on open

positions, employment opportunities, city news, policies, etc. Content will be custom to this location only

5. NE Entry Way (Rear Building Entrry)

This location will receive a 40” display, and be mounted with a Tilt mount Content will mirror the content at the main entrance of the building

FOCUS Details: This turn-key signage as a service solution allows the Customer to manage the signage assets and instantly update the messaging based on the target audience.

Focus provides remotely controlled management distribution or playback digital signage content across networks for digital signage players.

FOCUS include the following:

A dual output Digital Signage player with configured software

Access to secure, redundant server to import, schedule, configure, and manage all signage assets.

Application based Signage administration, including network manager, content wizard and content creator.

Customized Background Template

Quarterly Updates for Background Images

Weather RSS Feed

News RSS Feed (Up to 2 zones per player)

Ticker

Multi-zone template

Custom Graphics design

24/7 Customer Solution Center Support

(3) Focus players is included, to provide support for the City of Fishers digital signage content. 3 Year FOCUS service contract is included in this proposal cost: $1,188.00 / player annually $10,692.00 is the total contract price and included in price below **Content creation is not included with this service. Content must be provided by the Customer. Content can be provided by Sensory Technologies for an additional fee. Sensory to work with City of Fishers on content and layout for display.

Installation & Support

Installation includes:

--Engineering & Design Services

--Project Management

--In shop Build & Fabrication

--Programming & Software Development

-- Installation Labor

-- Testing & termination of all cables

-- Commissioning of audio, video, & control

- -Cabling, Wiring, other install hardware

-- Advanced User Training

--All travel costs for the installation period including per diem and overnight stays if needed

**Installation will be performed during normal business hours, with the room(s) being shut down, free & clear of any use

User Training

An advanced, User Training & Orientation Plan is included in the proposal and will be coordinated with the client.

The session will last two to four hours, with Sensory Technology’s Training Director on site. Both Digital and hard Copy Room System Manuals and Quick Tip Sheets will be developed or each design. These will include user interface pictures and “How To’s”

2. Customer Responsibilities

The following items shall be provided by the Client and are not part of this agreement or proposal:

All 120V electrical provisions (Specifications provided by S.T. after executed Agreement)

All conduit and raceway as required by local code

Conveyance (pathway) for AV cabling- includes any core drilling or structural modifications.

(Specifications and call-outs provided by Sensory Technologies after executed Agreement)

“Hard Points” for mounting of equipment:

Sensory Technologies shall provide equipment specific mounting hardware to be attached to structural support provided by the Owner.

When in doubt the Owner should contact a certified Structural Engineer for safety factors.

Custom millwork, construction, or trim

Required Local Permits and/or plan approvals

Hazardous Material abatement

Telephone and/or Data Network infrastructure

Firewall configuration for videoconference traffic (S.T. to provide firewall configuration information)

Modification or replacement of ceiling tiles and/or grid

3. Price and Payment Terms

The Price contains the following components: an Equipment Payment and Services Payment(s)

The Total Project Price is: $189,631.00 (tax exempt client, freight to be added at invoice)

- The above Price contains a 3 year standard service agreement. - Please see Section 4: Service Agreement for details.

Customer will pay the Company the Price in payments as follows:

- The Equipment Payment must be received by the Company prior to Equipment Procurement

and will be invoiced upon receipt of a PO# being issued or signed Project Agreement, Net 30

days.

- City of Fishers has requested that equipment be ordered based on issue of Purchase Order.

Once equipment is procured and documented arrival, the Equipment Payment will be paid,

NET 5 days.

The Equipment payment is: $134,175.00

- The Balance for Services is to be paid upon the Completion Date, Net 30 days (U.S. Funds only).

- Interest may be charged after maturity at the rate of two percent (2%) per month on the

unpaid balance. For unpaid balances over 90 days the Client shall pay all reasonable legal and

collection costs incurred.

This Agreement shall also serve as the initial billing for the Equipment Payment required for

completion of the Project. The Client acknowledges and agrees that Client shall own and assume title

to the Equipment at the earlier of: 1.) the point the Company procures the Equipment; or 2.) the point

the Company’s Equipment order is no longer cancellable with any 3rd party provider. As owner of the

Equipment, Client agrees to bear the risk of loss, regardless of the location of the Equipment, however,

Company shall maintain adequate insurance over the Equipment during such time when the

Equipment is located on the Company’s premises, or is under the Company’s control. Evidence of

insurance shall be provided upon Client’s request

4. Service Agreement

3 Year Standard Service Agreement includes the following:

Full Client Solution Center Services

Prompt Client Solution Center technical phone support o Equipment troubleshooting o System troubleshooting o Videoconferencing testing o Network troubleshooting o Remote diagnostics o General information and assistance

Manage and track service process through completion – Client Solution Center diagnoses inquiry, coordinates service resolution, and updates client

Full On-site Services

Service calls (within 8 business hours)

Warranty repair service

Annual preventative maintenance

Software upgrades when applicable

Response Time

Client Solution Center – 15 minutes by phone, one business day by email

Dispatching of technical assistance (within 8 business hours)

Not Provided

Consumables (projector lamps, batteries, filters, etc)

Loaner equipment

Programming Alterations

Service Labor, if: o Covered Equipment did not cause the reported issue

o No issue was found

o Issue due to Customer’s negligence, misuse, fire, acts of nature, improper alteration, or relocation

Customer Responsibilities

Allow Sensory Technologies employee’s access to the equipment

Prevent unauthorized modification or relocation of the equipment

Insuring the equipment is recommended

5. Terms and Conditions

PURCHASE:

The Company agrees to sell and the Client agrees to buy the audio/visual equipment as specified (“Equipment”), the installation

of such Equipment (“Installation”), and (as applicable) the design, engineering and consultation related to such Equipment and

Installation (“Design”) described on the Proposal Sheet which is attached and incorporated herein (collectively, the “Project”)

pursuant to the following terms and conditions.

PROJECT SCHEDULE:

Company anticipates work to begin approximately 6 – 8 weeks after receipt of the Equipment Payment. All work shall take

place during normal business hours (8 a.m. to 5 p.m., Monday through Friday), unless requested otherwise by Client (in which

case 2nd or 3rd shift premiums and/or overtime charges may apply). The exact Project commencement date will be coordinated

between the Company and Client.

CHANGE ORDERS AND ADDITIONAL SERVICE:

Unless specifically documented on the Proposal Sheet and included in the Price, construction, repair and other work or

materials related to the Project, including, but not limited to electrical, drywall, painting, millwork, underground trenching or

laying or supplying conduit for wiring, are not included in the Price and Client agrees to pay Company for such services at the

rate furnished to Client by Company at the time such services are requested by Client, unless otherwise agreed to in writing by

Client and Company. The Client may order changes to the scope of the Project consisting of additions, deletions, or

modifications with the Price and the completion date being adjusted accordingly. Company may initiate a Change Order for

reasons including, but not limited to, encountering an Unavoidable Delay or Unknown Condition, or upon discovery that the

Equipment specified on the Proposal Sheet has become obsolete, discontinued or unavailable. Any resulting adjustment to the

Price will be based on the additional cost of labor, materials, overhead, Equipment and a reasonable profit margin. All Change

Orders shall become binding upon written authorization by Client to proceed and upon written acceptance by Company.

DRAWINGS AND PLANS:

All drawings, designs, and plans created by the Company are the sole property of the Company and may not be duplicated or provided to anyone other than the Client. Only one Design will be provided by the Company. Redesigns or creation of a second Design requested by the Client will be considered a Change Order, and will be subject to additional charges to the Client.

SOFTWARE LICENSE:

The Company hereby grants a non-transferable software license to Client in connection with the establishment, use and maintenance of the system software installed by the Company. Software shall mean compiled object code or software programs necessary for the proper function and operation of the system as delivered by the Company and accepted by the Client. In no way does this software license confer any right to Client to license, sublicense, sell, or otherwise authorize the use of the software, whether in compiled form, source code form or otherwise, to any third parties. Any software modification made by any party other than the Company will null and void any active Service Agreement or warranty. The Company shall at all times own all intellectual property rights and source code (also referred to as uncompiled code) in connection with the software, and shall maintain control of the software remotely. In the event Client fails to remit payment in full for the Project, then Company possesses the ability to deactivate the software license, which will cause the system to become inoperable. Company shall not deactivate the software license without first issuing adequate notice to Client and providing adequate opportunity to remit payment in full. Should system deactivation occur, the touchpanel screen controlling the Equipment shall display notice of payment past due.

MARKETING MATERIALS:

Client grants ST, by way of initialing here , the right and license to use pictures, testimonials, case studies and other

related items approved by Client in Company marketing and advertising materials without cost to Company. Client will be able

to revoke any rights granted hereunder at any time by providing Company written notice. Upon receipt of such notice,

Company will discontinue producing or publishing any new materials, but shall not be required to discontinue publishing items

that are already in circulation, have been completed, or are in process of completion. Company acknowledges that, except for

the rights granted to Company hereunder, Client shall retain all right, title and interest in and to Client content that may be

included in Company marketing and advertising materials. Company acknowledges and agrees that Company shall not have any

right, title or interest in or to Client content, and will not make any claim of ownership or interest in or to such content.

LIMITATION OF LIABILITY:

The Company shall not under any circumstances be liable to the Client or any third party for indirect, incidental, or

consequential damages arising from the Installation, including, without limitation, inconvenience, loss of profits or revenues,

loss or damage to other property or equipment, cost of capital, or for purchased or replacement goods. Furthermore, Company

shall not be liable for damages in any way, nor shall Company be in breach of this Agreement due to the Client’s inability to use,

or due to the misuse of, the Equipment. Nothing herein shall limit either party’s liability for direct damages caused by negligent

or willful acts or omissions.

CANCELLATIONS, RETURNS AND ALLOWANCES:

If Client cancels the Agreement after execution but before the Equipment is ordered, then the Client shall be responsible for ten percent (10%) of the total Price to compensate Company for administrative and pre-engineering services performed.

If Client wishes to cancel the Agreement, or refuses or returns the Equipment after the Equipment is ordered, but before Installation, Client agrees to pay Company for all actual expenditures incurred, and committed expenditures and liabilities determined in accordance with generally accepted accounting practices, along with a restocking charge equal to twenty percent (20%) of the Equipment Payment.

After Installation is complete and verified to be functioning properly by Client, Company is due all remaining amounts outstanding per this Agreement, and Client may not refuse or return any portion of the Equipment or cancel or reduce its obligations to Company in any way.

Company shall have the absolute right to cancel or refuse to complete the Project if at any time Client becomes insolvent, files for bankruptcy, is placed in receivership, or otherwise fails to comply with the terms and conditions of this Agreement. Should such events occur, then Client agrees to pay Company for all actual expenditures incurred, committed expenditures and liabilities determined in accordance with generally accepted accounting practices, and a restocking fee equal to twenty percent (20%) of the Equipment Payment.

NON-SOLICITATION:

During the period of this Agreement and through twelve (12) months following the Agreement, the Client and Company

mutually agree neither party will directly or indirectly solicit, take away, hire, employ or endeavor to employ any of the

employees of the other party. Subject to this stipulation, either party may hire any individual who responds to a publicly

posted job listing or who had previously terminated their employment with a party to this Agreement prior to the execution

date of this Agreement.

GOVERNING LAW:

All disputes between the parties, whether or not arising out of this Agreement, will be governed by laws of the State of Indiana.

FORCE MAJEURE:

Company shall not be liable for any delay in the completion of the Project caused by matters beyond Company’s control,

including, without limitation, the acts of any developer or contractor not affiliated with Company, acts of nature, labor strikes

or disputes, acts of employees of suppliers of labor or materials and equipment, shortages or unavailability of labor or materials

and equipment, damage or destruction by earthquake, storm, fire, theft, or other casualty, Change Orders, Client’s acts or

omissions or default under the Agreement, unknown or undisclosed structural conditions of the Client’s facility or other

conditions (“Unknown Conditions”), or adverse weather (if applicable), or unsuitable working conditions, or workspace which is

not ready for the Installation (“Unavoidable Delays”). In the event of any Unknown Conditions or Unavoidable Delay, the

completion date shall be extended for a period equal to the time lost to rectify such Unknown Conditions or by reason of such

Unavoidable Delays. In the event of an Unavoidable Delay in excess of 90 days, Client, upon written notice delivered to

Company, may opt to cancel the remaining Installation services set forth under this Agreement, subject to the terms and

conditions delineated in the “Cancellations, Returns And Allowances” subsection above. In the event of the discovery of an

Unknown Condition that impacts Company’s ability to complete the Project within anticipated cost parameters, Client may opt

to either execute a Change Order to allow for the Company’s additional costs to complete the Project plus a reasonable profit

margin, or cancel the remaining Installation services set forth under this Agreement, subject to the terms and conditions

delineated in the “Cancellations, Returns And Allowances” subsection above.

TAXES:

Sales, use, excise, property and other taxes levied by municipal, state or federal governments arising out of or relating to this

Agreement or the Project are not included in the Price. Client agrees to reimburse Company for any such tax or taxes which the

Company may be required to pay.

6. Agreement Acceptance

By signing below, Client Representative is accepting the Agreement and attests to having the authority to enter into a binding

agreement with Company and to having adequate time to fully review and consider all its requirements and stipulations.

Sensory Representative Date Client Representative Date

Printed Name and Title