EXHIBIT 10.26
Myrtle Beach Grand Prix
Crazy Mouse
AGREEMENT
This Agreement is between: RX Technology (SM)
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Xxxxxx Xxxxxx of America
Phone: (000) 000-0000
and
North Myrtle Beach Grand Prix, LLC ("Park")
0000 Xxx 00 Xxxxx
Xxxxx Xxxxxx Xxxxx, XX 00000
(Complete mailing address)
United States of America
Phone (000) 000-0000
272-7770
This Agreement concerns the furnishing of a photosystem(s) by RX Technology (SM)
to "The Park" for a ride(s) known as:
(1) Crazy Mouse, (2) Splash ("The Ride")
1. Responsibilities
1.1 RX Technology (SM)
A. Provide a Theme Park photosystem(s) each comprising of:
1) Complete photo-imaging system
2) Video camera(s),
3) Printers,
4) Color display monitors,
5) Electronic Point of Sale (POS) units,
6) Cash registers,
7) A suitable trigger source to detect the ride and
8) Suitable flash/lighting units.
B. Provide video cables from the camera pole to the
photobuilding.
C. Provide backup equipment for unexpected equipment malfunction,
thereby avoiding prolonged delay in repair. Backup equipment
required to be determined by RX Technology (SM).
D. Properly and completely install the photosystem(s).
E. Provide technical support and maintenance to ensure proper
functioning of the photosystem, to the best of its ability.
F. Provide complete initial training of the staff, including
support after opening.
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G. Provide generic white folders for the photographs. Folders
must allow fast insertion of the photographs by the sales
staff.
H. Provide "The Park" with operational and troubleshooting
guides.
I. Supply the print media and ink cartridges for the video
printers. RX Technology (SM) to be the sole supplier of all
video printer paper.
J. Supply register paper rolls and ink cartridges for sales
register printers.
1.2 "The Park"
A. Provide liability and general business insurance coverage for
the photobuildings and its contents.
B. Conduct all routine accounting procedures. These procedures
include any submission of taxes to state and local agencies
and the preparation of weekly sales and revenue figures.
C. Staff and operate all RX Technology (SM) photosystem
operations.
D. Provide a suitable building, its themeing and signage. Provide
signage for photo sales.
E. Supply electrical wiring from the sales building to the camera
pole with the breaker switch located in the sales area.
F. Supply electrical wiring to the sales building and separate
circuit breakers as detailed in guidelines provided by RX
Technology (SM).
G. Provide an electrician or other park employee or contractor to
lay and pull cables, put up lights, etc. under instruction and
supervision of RX Technology (SM).
H. Provide and install a direct telephone line to the sales
building.
I. Purchase and install a suitable pole(s) - for the camera,
flash units and trigger sensor.
J. Supply trunking/conduit of at least 2 inches in internal
diameter and install it between the sales building and the
camera site, above or below the ground.
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2. Terms and Conditions
A. The length of this Agreement is to be for a period of 3 years.
RX Technology (SM) agrees to ensure that the photosystem(s) is
updated, to the best of its ability. "The Park" agrees to
ensure that the ride(s) is kept updated as appropriate.
B. In the event a ride is closed RX Technology (SM) and the Park
may elect to reposition the system. Modification and changes
required will be negotiated at the then current time and
materials charges.
C. Both parties agree that neither shall be held liable for loss
of income due to ride or system malfunction.
D. "The Park" will use its own banking method and security when
depositing monies taken in payment of the photographs sold. RX
Technology (SM) share of the revenue will be sent on a weekly
basis to RX Technology (SM) at X.X. Xxx 0000, Xxxx Xxxxx, XX
00000.
E. The selling price of the photographs shall be determined by
mutual agreement between "The Park" and RX Technology (SM). It
is agreed that the selling price can vary throughout the
season.
F. Due to any unforeseen circumstances if ridership results in
less than an average of 100 prints per day over a 2 week
period, RX Technology (SM) retains the option to withdraw the
photosystem.
G. Upon termination of this Agreement, RX Technology (SM) shall
remove its property from park grounds.
H. Upon termination of the summer season RX Technology (SM) shall
remove its property from park grounds and re-install and test
at the beginning of the next season. We will perform routine
maintenance on the equipment and update as required.
I. WHEREAS, KBK Financial, Inc. ("KBK"), a Delaware corporation,
located at 000 Xxxxxxxx Xxxxxx, 0000 Xxxx Xxxxxx XX, Xxxx
Xxxxx, Xxxxx 00000, has loaned funds to RX which is secured
by, among other things, the Equipment (as defined in the
Agreement) used by RX in the Shop (KBK's loan to RX is
hereafter called the "Loan"); and
WHEREAS, NMBGP, LLC and RX desire to amend the Agreement to
provide KBK with certain rights in the Equipment in the event
RX defaults on the Loan;
NOW, THEREFORE, NMBGP, LLC and RX agree as follows:
Notwithstanding anything to the contrary herein, upon the
occurrence of an event of default under the documents
(collectively, the "Loan Documents:") evidencing, governing
and securing certain loan or loans made by KBK, Financial,
Inc. ("KBK") to RX which is secured by, among other things,
the Equipment owned and provided by RX (the "EX Equipment"),
and KBK promptly notifies NMBGP, LLC of such default, at the
expiration or prior termination of the Agreement, KBK shall be
entitled to promptly remove the RX Equipment from the Parks,
except that NMBGP, LLC Trademarks of NMBGP, LLC Affiliates'
Trademarks shall be removed from the RX Equipment and remain
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at the Park, and KBK shall quit and surrender the
photobuildings in the Park in good condition, reasonable wear
and tear expected. Unless NMBGP, LLC and KBK otherwise agree,
if KBK fails to remove the RX Equipment from the Park within
five (5) days after KBK receives written notice of the
termination of this Agreement, then KBK shall be deemed to
have abandoned such property and title to the same shall at
that time vest in NMBGP, LLC. Any costs and expenses incurred
by NMBGP, LLC in removing such abandoned property (including
the reasonable value of the services rendered by the Park
employees in connection therewith) shall be paid to NMBGP, LLC
by KBK promptly following demand therefor.
In the event RX defaults on the Loan Documents prior to the
expiration or other termination of the Agreement, and KBK
promptly notifies NMBGP, LLC of this fact, the Park shall
thereafter place the share of Gross Revenue that is owed and
owing to RX pursuant to Section 4 of the Agreement in an
escrow fund pending either (I) final determination by KBK and
RX as to what should be done with such funds, or (ii) receipt
of an appropriate court order directing NMBGP, LLC on how to
distribute RX's share of the Gross Revenue.
3. General Statement
A. All revenue produced by the use of the photosystem(s) supplied
by RX Technology SM are to be divided between RX Technology
(SM) and "The Park" as agreed.
B. RX Technology (SM) agrees to license the use of its technology
in "The Park" with no additional fees other than those
described in this Agreement.
C. Installation dates of the photosystem equipment on the
aforementioned rides is to be determined based upon
availability of the sales building and completion of
construction and electrical requirements. Target opening date
is March 10, 2000.
4. Revenue Distribution
The gross revenue calculation is to be based on the formula used in the
following example:
THESE $ AMOUNTS ARE USED AS AN EXAMPLE ONLY
Total Sale $_____
-less ____% sales tax $_____
Retail Sales Price $_____
50% Payment to "The Park" - $_____
RX Technology (RX pays for print media) $_____
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5. Property Rights
A. RX Technology (SM) will retain ownership of those parts of the
photosystem(s) that it supplies at all times throughout the
duration of this Agreement and afterwards.
B. "The Park" will retain ownership of those parts of the
photosystem(s) that it supplied, as detailed in this
Agreement, at all times throughout the duration of this
Agreement and afterwards.
6. System Operation
A. "The Park" understands and agrees to leave the RX Technology
(SM) photosystem equipment on at all times; 24-hours a day, 7
days a week -- including days when "The Park" is not open to
the public. Temperature must remain constant at all times as
fluctuations are extremely harmful to the photosystem. Staff
will be instructed to leave the system in a "sleep" mode
before leaving each day.
B. Proper care and handling of the RX Technology (SM) photosystem
will prevent unnecessary malfunctions. It is imperative that
our manuals and guides be closely adhered to at all times by
all Park staff at all times.
7. Acceptance
A. This Agreement, when signed by both parties as indicated
herein, shall constitute the entire Agreement relating to the
supply of a ride photosystem(s) and shall supersede all prior
representations or contracts relating thereto and not
incorporated in this Agreement. No modification or waiver of
this Agreement shall be valid unless made in writing and
signed by an authorized officer or representative of each
party.
B. "The Park" has been made aware of this Agreement and grants
the authority to engage in aforementioned business activities
with RX Technology (SM). A representative of "The Park" shall
acknowledge this Agreement by signing where indicated below.
8. Notices
All notices required or permitted to be given hereunder shall be in
writing and personally delivered or sent by courier or registered or
certified mail, postage prepaid, return receipt requested, addressed as
listed below.
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9. Force Majeure
Neither party shall be liable to the other for delay or failure to comply
with the provisions of this Agreement when such is caused by strikes,
other labor difficulties, wars, fires, floods, explosions, earthquakes,
government regulations, shortages in material, or any other reasonable
cause beyond either party's control.
Signed for and on behalf of Signed for and on behalf of
RX Technology (SM) Inc. North Myrtle Beach Grand Prix, LLC
X.X. Xxx 0000 0000 Xxx 00 Xxxxx
Xxxxxxxxxx,XX 70470-9112 Xxxxx Xxxxxx Xxxxx, XX 00000
Signed /s/ Xxxxxx Xxx Gay Signed /s/ Xxxxxx X. Xxxxxxx
----------------------------- -------------------------------
Print Name Xxxxxx Xxx Gay Print Name Xxxxxx X. Xxxxxxx
------------------------- ----------------------------
Date Jan 21, 2000 Date 1/17/00
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