The System: Acoustic Architects and its subcontractors will provide all of the equipment, consulting and design services, engineering of custom system, wiring, materials, labor and installation services as described on the System proposal attached as exhibit B at the Location specified:

System Price and Terms of Payment: This Contract is lump sum and includes any and all LABOR AND MATERIAL FOR ALL WORK as required by the Plans and Specifications and all Contract Documents inclusive, and all Work reasonably inferable therefrom. The total cost of the Custom System (System Price) is: Please See Provided Proposals (Exhibit B) The System Price has been itemized on the system proposal attached as Exhibit B. Until full payment of the System price, including any change orders and any other additional charges, Acoustic Architects shall retain title to the goods set forth herein. Any payments not paid in full when due will be subject to interest at the rate of 1.5% per month on the past due balance. It is further agreed that the Client will be responsible for all costs of collections, included but not limited to reasonable court costs and attorneys’ fees.

Limitations of the Contract: Travel and related expenses, where necessary, such as airfare, car rental, lodging, and meals are not included in the contract and will be billed as incurred and due upon invoice. Should a permit be required for work performed, the cost of the permit and any associated fees will be billed to the client as a Change Order and due upon invoice. Expedited delivery and freight expense charges necessary, or requested, and not as a result of a performance delay by Acoustic Architects, will be billed as incurred and due upon invoice. Manufacturer equipment prices are subject to change without notice to Acoustic Architects. Acoustic Architects will guarantee contract prices for a period of ninety days. Material price changes, beyond this period, will result in a change order. In the event that a manufacturer changes or discontinues a model that is part of this contract, Acoustic Architects will attempt to obtain a product as close to the price and performance as the model specified. Any material change in equipment specified will be disclosed to client and subject to a signed change order.

Access to the Location: Client is at all times responsible for insuring that Acoustic Architects and its subcontractors have adequate access to the location to perform work required to design, deliver, install and service the System, including but not limited to access to proper electrical power and/or adequate cable and phone interconnections. Client acknowledges that the contract has been calculated based on reasonable access and site visits. Additional visits that are required through no fault of Acoustic Architects may result in additional billing to client. Labor quotes are based on normal work week hours, ending at 5:00 PM. Special requests for expedited installation will be billed at Acoustic Architect’s prevailing hourly labor rate times 1.5 for evenings and Saturday, and times 2.0 for Sundays and Holidays. As other charges, additional labor hours, or adjustments to proposed hours beyond the scope of the contract, will be billed as incurred and due upon invoice.

Changes to the System: Client may order changes to the system. Any changes or modifications to the System after the initial work has commenced must be authorized by the Client in the form of a Change Order, and shall be signed by the Client or an authorized representative and an authorized Acoustic Architects representative. It is understood that change orders falling outside the system pricing schedule in this Agreement must be paid in full before commencement.

System Warranty: Client shall be entitled to all applicable manufacturers’ warranties relating to products purchased for the system. In the event a replacement model may be needed and may have been discontinued or otherwise be unavailable, Acoustic Architects will provide an adequate replacement product of similar performance and quality at its sole discretion. In addition, Acoustic Architects warrants the performance of the System itself for a period of one year from installation at no additional charge, except for the cost of travel beyond 50 miles of Acoustic Architects which will be agreed and billed separately. Any additional labor, product or other costs beyond the scope of this Agreement will be billed as incurred and due upon invoice. Accordingly, except as above, Acoustic Architects makes no express or implied warranties relative to the merchantability of the products or system, or fitness for a particular purpose.

Florida Construction Lien Law: Florida construction lien law requires a “Notice to Owner” that is attached as Exhibit “A.” This must be signed and dated by the property owner.

Termination: Client will provide written notice to cancel any part of this Agreement due to a material breach of the Agreement by Acoustic Architects, which describes such breach, providing a 30-day period to correct said breach. Client acknowledges that the System will be designed and installed on a custom basis to the particular design and purpose of the Client, and as such, the costs of certain materials, labor, design and consulting will be incurred and become the responsibility of the Client in the event of any termination, by Acoustic Architects or the Client.

Miscellaneous: This Agreement shall be construed under and governed by Florida law. In the event of litigation between the parties arising out of or in connection with this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. Acoustic Architects will not be responsible for any Acts of God or damage to Client’s premises not specifically caused by Acoustic Architects. Acoustic Architects will make every effort to work within an agreed timeline, but shall not be held liable for any consequential damages as a result of goods or services provided under this Agreement. It is understood that the terms of this agreement shall be binding in the event of a conflict with any other agreements by the parties. Any notices required shall be sent by mail, personal delivery including courier, or facsimile to the legal addresses of the parties as stated in this Agreement. By acceptance of this Agreement, It is understood that the Client has chosen this system carefully and with due consideration of any alternative options available, and accepts the terms and conditions of this Contract . This Contract and any attached exhibits constitute the entire understanding with respect to the subject matter.