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SHIPPING INSTRUCTIONS I HEREBY CERTIFY THERE IS AN UNOBLIGATED BALANCE IN
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PURCHASE ORDER NUMBER MUST APPEAR ON ALL ORDERED BY
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AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
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sensorytechnologies
A MARKEY'S VIDEO IMAGES COMPANY
Project Agreement
City of Carmel
Carmel Council Chambers Update Presentation System
Date: October 26, 2011
Prepared by: Andrea Mikels Project Number: 21334
Design Engineer: tarry Darling
Contact Information
Primary Contact: Steve Engelking
Phone Number: 317 -571 -2403 Email Address: sengelking @carmel.in.gov
Project Address: One Civic Square
IN
City: Carmel State: Zip:
Acct. Payable Contact:
Street Address:
City: State: Zip:
Phone Number: Email Address:
r NOT Exempt from Payment of Sales Tax
r Exempt from payment of Sales Tax`
'If Exempt, copy of Tax Exempt Certificate Letter is Required.
Purpose of this Document
The Functionality Statement will constitute an agreement of the services to be provided by Sensory
Technologies. Elements, including equipment, labor, or logistical details not specifically addressed in this
document will be considered changes and /or additions to the project, and may result in additional charges,
timeline extensions, or both.
Once installed, your system will be fully tested and commissioned by Sensory Technologies to ensure all
equipment is working as designed. This document will reappear, acting as the commissioning checklist, verifying
that both the Client and the Company agree that what was agreed to be installed in the functionality statement
is, at point of commissioning, present and fully operational Upon completion and acceptance of the fully
functional system, we will provide Instructive training to your staff regarding the use of each system.
Contents
Project Overview 4 Service Agreement
1A Functionality Statement 5 Terms and Conditions
16 Functionality Checklist 6 Agreement Acceptance
2 Customer Responsibilities 7 Attachments
3 Price and Payment Terms
Project Overview:
The current projectors and screens in the Council Chambers are a 4:3 format and need to be
updated to a wide screen format. 2 projectors and 2 screens will be replaced.
1A. Functionality Statement 113. Functionality Checklist
The below items comprise the Functionality Statement of This Functionality Checklist will serve as the single
this solution. Once the system's functionality is agreed document for verification of all acceptance criteria and
upon, a signature and payment for equipment will be validation by required signatories.
secured and work will begin.
Functionality
Check -off Notes
Presentation System
The 2 current projectors and 2 screens will be removed
and delivered to the Owner. The Owner will be
responsible for any patching or painting necessary.
One 4000 Lumen WXGA wide format projector will be
installed on a stationary mount in the ceiling at each
location. The Owner's projector mounting equipment
will be utilized.
One 123" (65" X 104" viewing area) wide format ceiling
recessed electric screen will be installed at each
location. The screens will have a white enclosure. The
case length is 122
The Owner will provide power at this location. The
Owner will provide at least 12" of.clearance above
ceiling for recessed screen box.
The touch panel programming will be modified to
accommodate the new projectors and screens.
Installation
Installation includes Engineering Design Services,
Project Management, Installation Labor and Training.
Installation Parts Supplies and Wiring is included.
Shipping and delivery is included.
After hours work will be additional.
Sensory Technologies QPA #10029
Checklist Sign -off
A signature indicates the Functionality Checklist has
been reviewed and the solution is completed,
functional and approved.
Client Technical Representative Date
Printed Nanie and Title
Sensory Representative Date
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2. Customer Responsibilities
The following items shalt 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 "Price for this Project is: 13,612.00
The above Price contains a service agreement. Please see Section 4: Service Agreement for details
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4. Service Agreement
This equipment will be covered under the current service agreement.
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5. Terms and Conditions
PURCHASE:
The Company agrees to sell, and the Customer agrees to buy, the audio /visual equipment "Equipment the
installation of such Equipment ("Installation") and /or the design, engineering and consultation related to such
Equipment and Installation "Design (if any) described on the Proposal Sheet which is incorporated herein by
referenced (described herein together as the "Project on the following terms and conditions.
PROJECT SCHEDULE:
Company estimates commencement of the Project within six (6) to eight (8) weeks from the receipt of the
Equipment Payment. All work will take place during normal business hours (8 a.m. to 5 p.m., Monday through
Friday) (unless requested by Customer, subject to overtime charges). The exact date of commencement will be
coordinated with the Customer.
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 "Service are not included in the Price and
Customer agrees to pay Company for such Service at the rate furnished to Customer by Company at the time such
Service is requested by Customer, unless otherwise agreed to in writing by Customer and Company.
The Customer may order changes in the Project consisting of additions, deletions, or modifications to the Project,
with the Price and the Completion Date being adjusted accordingly. Company may initiate a Change Order upon
encountering an Unavoidable Delay or Unknown Condition, upon discovery that the Equipment identified on the
Proposal Sheet is obsolete, discontinued or unavailable, or otherwise as provided in this Agreement. An
adjustment to the Price will be based on the cost of labor, materials, overhead, additional or different Equipment
and profit. All such changes in the Project shall become binding upon written directive by Customer and upon
written acceptance or proceeding with the work 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 Company or Customer. Only one Design will be provided by the
Company. If a redesign or second Design is requested by the Customer, such request will be considered a Change
Order pursuant to Section 5 hereof, and may be subject to an additional cost to the Customer
SOFTWARE LICENSE:
The Company hereby grants to Customer a non transferable software license for Customer's use in connection
with the establishment, use and maintenance of the system software implemented by the Company. Software
shall mean compiled object code of software programs necessary for the proper function and operation of the
system as delivered by the Company and accepted by the Customer.
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. In no way does this Software license confer any right in Customer to
license, sublicense, sell, or otherwise authorize the use of the software, whether in compiled form, source code
form or otherwise, by any third parties.
Any software modification made by any party other than the Company will null and void any active service
agreement or warranty.
LIMITATION OF LIABILITY:
The Company shall not under any circumstances be liable to the Customer or any third party for special, indirect,
incidental, or consequential damages, including, without limitation, loss of profits or revenues, loss or damage to
other property or equipment, cost of capital or of purchased or replacement good, or expense, delay or
inconvenience caused by or arising from the purchase, sale, use, repair or inability to use the Project or by any
performance or non performance under, or breach of, this Agreement.
RETURNS AND ALLOWANCES:
Customer may not return or cancel the purchase of any Project Equipment after Installation of the Equipment has
been completed.
If Customer returns, refuses or cancels the Project Equipment after the execution of this Purchase Agreement but
before the Installation of the Equipment, Customer agrees to pay Company for all actual expenditures,
commitments, liabilities and costs, determined in accordance with good accounting practice, made or incurred
with respect to such Equipment along with a restocking charge of twenty percent (20 of the Price.
Company shall have the absolute right to cancel and refuse to complete the Project if at any time Customer
becomes insolvent or bankrupt or otherwise does not strictly comply with the terms and conditions of this
Agreement, and if Company so cancels and refuses, Customer agrees to pay Company for all actual expenditures,
commitments, liabilities and costs, determined in accordance with good accounting practice, made or incurred
with respect to such incomplete Products, along with a restocking charge of twenty percent (20 of the Price.
NON SOLICITATION:
During the period of this Agreement and through twelve (12) months following the Agreement, the Customer and
the Company will not directly or indirectly solicit, take away, hire, employ or endeavor to employ any of the
employees of the Customer or the Company.
GOVERNING LAW:
All disputes between the parties, whether or not arising out of this Agreement, will be governed by the laws of the
State of Indiana.
FORCE MAJEURE:
Company shall not be liable for any delay in the prosecution or 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,
shortages or unavailability of labor or materials, damage by earthquake, storm, fire, theft or other casualty,
Change Orders, Customers acts or omissions or default under the Sales Agreement, unknown subsurface or other
conditions "Unknown Conditions"), or adverse weather (if applicable) "Unavoidable Delay In the event of any
Unavoidable Delay, the completion date shall be extended for a period equal to the time lost by reason of such
Unavoidable Delay.
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 delivered pursuant hereto are not included in the Price. Customer
agrees that if Customer is liable for all such taxes, that Customer will promptly reimburse Company for any such
tax which the Company may be called upon to pay.
6. Agreement Acceptance
A signature indicates the Project Agreement has been reviewed and is a
Sensory Representative Da e Client Represent ive Date
Ste, gtJso2k/ SOA/
Printed Name and Title
7. Attachments
1.