[Interactive Motorsports and Entertainment, Corp. letterhead]
Perfect Line, Inc.
Procurement Contract
For
-------------------
Number of Simulators: ______
Date: ___________
Note: This offer is valid until _____________.
Basic Terms
This Procurement Contract ("Contract") is entered into as of ___________by and
between Perfect Line, Inc., an Indiana corporation whose address is 0000 Xxxx
00xx Xxxxxx Xxxxxxxxxxxx, XX 00000 Tel: 000.000.0000, Fax: 000.000.0000
("Vendor"), and the Buyer (as identified and defined below), who hereby agree to
the following basic contract terms ("Basic Terms") and the attached Standard
Terms and Conditions:
Buyer Name:
Buyer Address:
Buyer Phone:
Buyer Fax:
Buyer Contact Person/Title:
Location of Installation Premises:
Deliverables:
4 Race Car Units with race control included: TBD
6 Virtual Race Tracks: INCL
All Associated Hardware, Software, and Electronics: INCL
Price: TBD
Packing, Crating, Shipping and Insurance (at cost plus 5%): TBD
All Installation Labor, Travel and Associated Expenses: TBD
Total Price Including Shipping and Installation: TBD
License Fee: Four (4) percent of net sales, paid monthly.
Delivery Date: TBD
Payment Terms:
50%: Due upon signing of final contract:
50% Upon presentation of Xxxx of Lading:
Buyer assumes the cost for: Crating, shipping costs, insurance, duties, taxes,
permits, withholdings, installation, set-up, testing, and maintenance. Shipping
is FOB Atlanta, GA and Charlotte, NC. All prices are in U.S. dollars.
Standard Terms and Conditions
The foregoing Basic Terms are subject to the more specific terms set forth below
("Standard Terms"). In the event of any conflict or inconsistency between the
Basic Terms and the Standard Terms, the Standard Terms shall govern.
1 Definitions
1.1 "Race Car" means the frame, shell, controls, motion base, projector,
screens and other operating hardware as specified in Exhibit A.
1.2 "Software" means Vendor's operating software including Vendor's Image
Generator, Race Control, and the database(s) and other software as
specified in Exhibit A.
1.3 "Electronics" means the hardware for Race Control, Training Video,
Race Summary, safety systems, and SMS Live as specified in Exhibit A.
1.4 "Race Car System" means the Race Cars, Software, and the Electronics,
collectively.
2. Sale and License of Race Car System
2.1 Sale. Vendor hereby agrees to sell and license to Buyer, and Buyer
hereby agrees to purchase and accept from Vendor, the number of Race
Car System Unit(s) ("Unit" or "Units") hereinabove specified, each
Unit consisting of the components specified on Schedule "A" attached
hereto and incorporated herein by this reference, for the prices
listed in "Basic Terms". Subject to full satisfaction by Buyer of its
obligations hereunder, Vendor will sell, transfer and convey to Buyer
all of Vendor's right, title and interest in and to the hardware
components of the Units, and will grant to Buyer a limited,
non-exclusive, non-transferable license to utilize on the terms and
conditions contained herein, the software and other intellectual
property components of the Race Car System for the limited purpose of,
and only in conjunction with and as essential for, Buyer's operation
of the Units as provided and permitted herein. The Unit(s) may be used
only at Buyer's premises hereinabove specified (the "Premises") unless
otherwise agreed to in writing and not unreasonably withheld by
Vendor. The Right to sell and sub-license is subject to approval by
Vendor, not to be unreasonably withheld. Software to be used only in
conjunction with the Units as described herein.
2.2 License. Vendor warrants that they hold the exclusive license with the
National Association for Stock Car Racing ("NASCAR") for
operator-assisted, location-based entertainment. Vendor also warrants
it has license agreements with the race tracks it has modeled and many
of the current racing teams that compete in what will be known in 2004
as the Nextel Cup. For the purposes of this agreement those various
license agreements are referred to as the "NASCAR Licensees". In
compensation for the NASCAR Licensees, Buyer agrees to pay Vendor an
amount equal to 4 percent of adjusted gross simulator revenues (gross
sales minus sales tax) payable within 10 days of the close of each
month.
Vendor does not have "pass-through" rights to the NASCAR Silicon Motor
Speedway name and/or logo ("NASCAR Logo"), or to any third party
NASCAR Licensees. Any and all use by Buyer, or any affiliate or
representative of Buyer, of the NASCAR logo, including but not limited
to sales promotion and advertising of the racing experience, is
subject to the approval of Vendor and NASCAR. The same approval policy
applies to use of any NASCAR Licensee as defined herein. If Buyer for
any reason causes a breach in any of Vendor's NASCAR Licensees and
does not cure the breach in a timely manner acceptable to NASCAR
Licensee, Buyer agrees that Vendor will have the right to remove all
NASCAR Licensee marks from the experience and Vendor will download a
generic version of the race software.
2.3 Additional Pricing Matters. The Units are sold and/or licensed
hereunder F.O.B. Vendor's manufacturing facility in Atlanta, GA and/or
the actual shipping point utilized by any subcontractors or other
third parties who ship Unit components directly to Buyer. Unless
otherwise specifically provided herein, the Equipment Purchase Price
does not include freight or shipping costs, insurance, duties, taxes,
withholdings, installation, set-up, testing or maintenance. If
requested by Buyer, Vendor will provide (i) shipping and insurance at
Vendor's cost plus five percent (5%), (ii) Vendor's personnel at the
Installation Site (as herein defined) to install and performance test
the Unit(s) at Vendor's allocated personnel cost plus all of Vendor's
travel and lodging costs and expenses.
3. Installations and Limitation on Use
Buyer shall utilize the Units sold and licensed hereunder only for use by
the general public as an amusement attraction and only at the Premises
unless otherwise agreed to in writing and not unreasonably withheld by
Vendor. Except as otherwise provided herein or as otherwise agreed between
Vendor and Buyer, Buyer shall be solely responsible for installation,
set-up, configuration, operation and maintenance of the Unit(s). Buyer
shall not reproduce the software components of the Race Car System in whole
or in part, modify, alter, decompile, disassemble or reverse engineer such
software, or rent, lease, lend, transfer, sub-license, copy, distribute or
assign such software to any party. Without limiting the generality of the
foregoing, Buyer specifically acknowledges and agrees that any use of the
software or the Unit(s) in contravention of the foregoing will or may
violate the terms of certain agreements and understanding between and/or
among Vendor and certain third parties, and could subject Vendor to
liability therefor, and Buyer further specifically agrees that this
provision is for the express benefit of and may be enforced by Vendor or by
any such third party as a third party beneficiary hereof.
4. Buyer's Responsibilities
See attached Schedule "B".
5. Architectural Interface
Vendor will provide site specifications and drawings to Buyer's architects
and engineers. Vendor will make a study of the site and confer with Buyer
regarding placement of attraction, suitability for install, and facility
preparation requirements by Vendor such as power and HVAC. Vendor, in
conjunction with Buyer, will then provide a conceptual design plan, and
will distribute a detailed project plan and schedule. Any time requested by
Buyer for custom designs or drawings will be charged at professional rates.
6. Installation
Installation will be completed within two (2) weeks after delivery of the
equipment to the site. Vendor's price for installation assumes that it will
have unlimited access 24 hours per day to the site during the installation
period. Buyer to provide on site technical labor to assist in installation
of attraction, including but not limited to erection of environs and
screens, installation of motion bases, installation of car bodies,
installation of speakers, projectors, monitors, and computers. Any delay
caused by anyone other than Vendor, including inspection, will be called to
Buyer's attention on a daily basis, and will be billed at Vendor's
professional rates.
7. Confidentiality and Intellectual Property Matters
7.1 Each of Vendor and Buyer acknowledges that during the course of this
Contract it will or may have access to or otherwise be provided with
certain proprietary information of the other of the following types
and other information of a similar nature (whether or not reduced to
writing): patents, patents pending, trade secrets, concepts, designs,
personal contractual relationships, technical and business data,
projects, courses of dealing, sketches, photographs, plans, drawings,
diagrams, manuals, techniques, models, data, specifications, samples,
reports, studies, findings, inventions, ideas, documentation, flow
charts, research, methods, processes, procedures, formulae, computer
systems, algorithms, data, "know-how", marketing techniques and
materials, marketing and development plans, actual and potential
customer names and lists, and other information related to customers,
price lists, pricing policies, methods of conducting and obtaining
business, and financial information (collectively "Confidential
Information"). Without limiting the generality of the foregoing,
Buyer acknowledges and agrees that the software components of the
Race Car System and their respective underlying ideas, algorithms,
system design, program structure, system logic flow, file structure,
video and report formats, coding techniques and routines, concepts,
procedures, processes, principles, know-how, and methods of operation
are confidential, constitute Confidential Information of Vendor
hereunder, and contain or constitute trade secrets within the
definition in the Restatement of Torts. Each of Vendor and Buyer
agrees not to use, disclose, or distribute any Confidential
Information of the other, directly or indirectly, without the prior
written consent of the other, except that they shall be authorized to
disclose Confidential Information to their respective employees or
agents on a need-to-know basis upon obtaining written confidentiality
and nondisclosure agreements satisfactory to the other from such
employees and agents before such disclosure. Vendor and Buyer further
acknowledges that the foregoing obligations shall survive the
termination of this Contract, and, to the extent requested by the
party from which the information was received, promptly return to the
latter party all written material received therefrom.
7.2 Buyer acknowledges and agrees that except as specifically provided
herein nothing in this Contract shall be interpreted as granting to
Buyer any ownership or other interest in or to any of the hardware or
software components of the Race Car System or in any other
Confidential Information of Vendor, including in any related patent,
trademark, copyright, trade dress, design concept, or other property
right.
8. Limited Warranty
Vendor warrants to Buyer and its customers that all Units (i) shall conform
to the designs, product specifications and performance criteria mutually
agreed by the parties, and (ii) shall be free from defects in title,
material or workmanship for a period of one (1) year after the date of
installation completion of each Unit; provided, however, that any
components or subassemblies that carry a separate and assignable
manufacturer's, distributor's or other warranty (each, a "Third-Party
Warranty") shall be excluded from the warranty given by Vendor hereunder
and shall be covered only by such Third-Party Warranty, any and all of
which are hereby assigned by Vendor to Buyer to the extent permissible
thereunder; and provided further that Vendor's responsibility under this
warranty shall be limited to replacement or repair of the defective
products at Vendor's facilities in Indianapolis, Indiana. Vendor will bear
the cost of freight to Vendor's repair facility. In no event shall Vendor
be liable for consequential damages, including loss of profits or revenues,
arising out of the failure of any Unit or component part thereof. The
warranty given hereunder does not cover normal wear and tear, or damages
resulting from operator abuse. The foregoing limited warranty is in lieu of
all other warranties of Vendor and Vendor disclaims all other warranties of
the Unit(s), express or implied, including, but not limited to, any implied
warranty of merchantability, profitability, fitness or adequacy for any
particular purpose or use.
9. Product Liability
Vendor agrees to indemnify, defend and hold harmless Buyer and its
affiliates, and its and their respective officers, directors, employees and
agents, from and against all claims, demands, causes of action, losses,
costs and expenses (including without limitation reasonable attorneys'
fees) arising out of or incident to any liability, demand, lawsuit, or
claim alleging or asserting in whole or in part the negligence or fault of
Vendor in the design, testing, development or manufacture of any Unit or
parts therefor, or claims, demands, or lawsuits that, with respect to any
Unit or any parts thereof, allege product liability, strict product
liability, or any variation thereof.
10. Insurance
10.1 During the term of this Contract and for so long as Buyer operates
the Unit(s), Buyer shall maintain, on an "occurrence" basis (and not
on a "claims made" basis), Commercial General Liability Insurance
coverage (including coverage for Personal Injury Liability), with
combined single limits of (i) $2,000,000 per occurrence, and (ii)
$2,000,000 general aggregate, insuring Buyer against any loss
resulting from harm to Buyer's guests, customers, invitees,
licensees, employees and agents occurring at the Premises and
resulting from the use of the Unit(s) or otherwise from or out of any
negligent act or omission of Buyer, its officers, directors, agents,
or employees.
10.2 All insurance required under this Section 7 shall be with companies
with a BEST Guide rating of B+ VII or better and on forms acceptable
to Vendor and shall provide that the coverage thereunder shall be
primary and not contributory. Before commencing any services
hereunder, Buyer shall furnish Vendor with certificates of insurance
showing all coverages required by this Section, providing for at
least thirty (30 days' prior written notice of cancellation or
modification, and naming Vendor and its affiliates and licensors
(including NASCAR and third party NASCAR Licensees) as additional
insureds thereunder. Buyer also shall carry such workers'
compensation insurance for itself and its concessionaires as may be
required by applicable law
11. Remedies
11.1 Vendor shall be in default hereunder if Vendor fails, refuses or
neglects to perform any of its obligations hereunder or any of the
representations or warranties of Vendor herein is untrue. In the
event of such default, then Buyer shall give Vendor written notice of
the same. If Vendor has not cured its default within ten (10) days
after receipt of such notice or if such default by its nature is not,
in fact, curable within ten (10) days after receipt of such notice,
has not within such ten-day period commenced to cure such default and
thereafter diligently pursued such cure to completion, then Buyer
shall have the following rights in addition to those allowed by law
and elsewhere this Contract:
(i) The right to postpone or extend the time that Buyer is required
to act or commencement of the time that Vendor may begin to
exercise Vendor's reserved rights, if any, or any other dates or
time periods by a period of time equal to the time that Vendor
is in default under this Contract and has not cured the same
plus the time reasonably required by Buyer to make preparations
necessitated by Vendor's default (such period of time is
referred to as the "Suspension Period"). During the Suspension
Period, Vendor shall not be relieved of Vendor's obligations
under the terms of this Contract.
(ii) The right to terminate this Contract.
(iii) The right to seek appropriate legal and equitable relief,
including injunctive relief, damages, the right of set-off and
other equitable relief all without the necessity of posting a
bond.
11.2 Buyer shall be in default hereunder if Buyer fails, refuses or
neglects to perform any of its obligations hereunder or any of the
representations or warranties of Buyer herein is untrue. In the event
of such default, then Vendor shall give Buyer written notice of the
same. If Vendor has not cured its default within ten (10) days after
receipt of such notice or if such default by its nature is not, in
fact, curable within ten (10) days after receipt of such notice, has
not within such ten-day period commenced to cure such default and
thereafter diligently pursued such cure to completion, then Vendor
shall have the following rights in addition to those allowed by law
and elsewhere this Contract:
(i) The right to extend the time that Vendor is required to act or
commencement of the time that Vendor may begin to exercise
Vendor's reserved rights, if any, or any other dates or time
periods by a period of time equal to the time that Buyer is in
default under this Contract and has not cured the same plus the
time reasonably required by Vendor to make preparations
necessitated by Buyer's default, and during such period Buyer
shall not be relieved of Buyer's obligations under the terms of
this Contract.
(ii) The right to terminate this Contract.
(iii) The right to seek appropriate legal and equitable relief,
including injunctive relief, damages, the right of set-off and
other equitable relief all without the necessity of posting a
bond.
11.3 At any time, Vendor and/or any of its third party licensors have the
right to withdraw the NASCAR logo and/or NASCAR Licensees from use by
Buyer. In such an event, Buyer agrees to immediately cease any use of
the third party licenses, and Vendor agrees to install software that
contains generic tracks and race teams, and makes no reference to
NASCAR.
12. Indemnification
12.1 Buyer shall indemnify, hold harmless and defend Vendor and its
officers, directors, employees, shareholders, affiliates, agents,
contractors, suppliers, representatives, advisors, NASCAR Licensees,
successors and assigns, from any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs,
disbursements, and expenses, (including reasonable legal and expert
witness fees, costs and related expenses) of every kind and nature,
imposed upon, incurred by or asserted against any Vendor Indemnitees
arising out of Buyer's ownership or operation of its business,
including but not limited to (i) claims related to personal or
property or property injuries occurring at the entertainment site or
any surrounding areas within Buyer's control, (ii) any unauthorized
use of or infringement of any trademark, service xxxx, trade dress,
copyright, patent, process, method or device by Buyer, (iii) alleged
defects or deficiencies within Buyer's operations or the use thereof,
or any false advertising, fraud or misrepresentation by Buyer, (iv)
the unauthorized use of the NASCAR or NASCAR Licensee Marks or Trade
Dress or any breach by Buyer of this Agreement, (v) libel or slander
against, or invasion of the right of privacy, publicity or property
of, or violation or misappropriation of any other right of any third
party, (vi) any violation by Buyer or any licensee, visitor, invitee
or customer of Buyer (collectively, "Buyer Parties") of any safety
law, rule, regulation or recommendation applicable to the Units,
(vii) the breach of any covenants, representations, and/or warranties
of Buyer contained in this Agreement, and/or (viii) the breach of
agreements or alleged agreements made or entered into by Buyer to
effectuate the terms of this Agreement. Vendor shall give Buyer
notice of the making of any claim or the institution of any action
hereunder and Vendor may at its sole discretion participate in any
action.
12.2 Vendor shall indemnify, hold harmless and defend Buyer and its
officers, directors, employees, agents, contractors, suppliers,
representatives, advisors, successors and assigns, and any and all
visitors and others permitted access to the Race Car Systems ("Buyer
Indemnitees") from any an all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, disbursements, and
expenses, (including reasonable legal and expert witness fees, costs
and related expenses) of every kind and nature, imposed upon,
incurred by or asserted against any Buyer's Indemnitees by reason of
(i) any negligent act, error, or omission of Vendor, its officers,
directors, agents, subcontractors, invitees or employees, (ii) any
occupational injury or illness sustained by an employee or agent of
Vendor in furtherance of Vendor's obligations hereunder, (iii) any
failure of Vendor to perform its services hereunder in accordance
with the generally accepted standards, and (iv) any other failure of
Vendor to comply with the obligations on its part to be performed
hereunder.
13. Operating Standards
Buyer will use its best efforts to operate Race Car System to the highest
professional standards, and will take into consideration any suggestions
provided by Vendor.
14. Safety
Buyer will follow any reasonable direction given by Vendor that affects the
safe operation of the attraction.
15. General Provisions
15.1 This Contract constitutes the entire agreement and supersedes all
other written or oral agreements between the parties with respect
to the subject matter hereof. This Contract and any Exhibit or
Schedule attached hereto may be amended only by an agreement in
writing of the parties hereto.
15.2 This Contract shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of
Indiana, USA.
15.3 Any and all disputes arising out of or resulting from this Contract
shall be submitted to binding, non-appealable arbitration before
the American Arbitration Association ("AAA") in the City of
Indianapolis, State of Indiana, in accordance with the Rules of
Commercial Arbitration of the AAA. All parties to this Contract
specifically waive their rights to a court or jury trial. Any and
all disputes arising hereunder where the total financial relief
sought is Fifty Thousand Dollars ($50,000) or less shall be
determined by a single arbitrator, and any and all such disputes
where the total financial relief sought exceeds Fifty Thousand
Dollars ($50,000) shall be determined by a panel of three (3)
arbitrators. The law governing this Contract, including this
arbitration provision, shall be the law of the State of California,
and any decision made hereunder shall be made in accordance with
California law. Any and all disputes regarding the applicability of
this arbitration provision must be submitted to the Superior Court
in the State of Indiana, and the parties hereto specifically
consent to the jurisdiction and venue of said Court.
In the event that a party submits any matter arising out of or
resulting from this Contract to the AAA and advances its portion of
the fees to the AAA in accordance with this Contract, but the other
party refuses and/or is unwilling to advance its portion of such
fees when due, then the party advancing such fees shall be entitled
to submit its case before the AAA, but the non-paying party shall
not be permitted to appear before the AAA until such time as it has
paid its share of such fees. Each party hereby irrevocably agrees
that arbitration hereunder can proceed in such party's absence if
it is the nonpaying party. In the event that the AAA is not in
existence at the time a party desires to commence a proceeding
hereunder, then such arbitration shall proceed in accordance with
the laws relating to arbitration then in effect in the State of
Indiana. No discovery shall be permitted unless authorized by the
AAA.
Notwithstanding anything to the contrary contained herein, either
party shall have the right, where appropriate, to seek the
provisional relief of a temporary restraining order, preliminary
injunction, writ of attachment and/or writ of possession in any
court of competent jurisdiction either in the State of Indiana or
anywhere else in the world where the party seeking such relief
makes a good faith determination that the nature of the breach is
such that such immediate relief is required.
In the event litigation and/or arbitration is utilized to enforce
any part of this Contract, then the prevailing party in such
litigation and/or arbitration must be awarded all actual attorneys'
fees and out-of-pocket costs expended. Attorneys' fees shall mean
any and all fees paid to any licensed lawyer. Out-of-pocket costs
shall include filing fees, arbitration fees, travel costs,
collection costs, subpoena fees, photocopies, fax charges, postage,
and any and all other out-of-pocket expenses incurred by the
prevailing party. The term "prevailing party" shall be determined
by the AAA or, where applicable, any court of competent
jurisdiction.
15.4 No waiver or extension of time for performance of any term,
provision or condition of this Contract, whether by conduct or
otherwise, in any one or more instances shall be deemed to be
construed as a further or continuing waiver or extension of any
such term, provision or condition of this Contract.
15.5 Any notice, demand or other communication required or permitted to
be given hereunder shall be in writing, may be delivered personally
to an officer or designated representative of the party to be
served or sent by registered mail or sent by facsimile and if sent
by facsimile, notices shall be subsequently confirmed in writing
and delivered personally or by registered mail and shall be deemed
given when received by the addressee at the addresses given herein.
15.6 In the event any one or more of the provisions or parts of
provisions contained in this Contract or any Exhibit or Schedule
annexed hereto shall for any reason be held to be invalid, illegal
or unenforceable in any respect in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any
other provision or part of a provision of this Contract or the
validity or enforceability of such provision or portion thereof in
any other jurisdiction, but this Contract, or any Exhibit or
Schedule annexed hereto, shall be reformed and construed in any
such jurisdiction as if such invalid or illegal or unenforceable
provision or part of a provision had never been contained herein
and such provision or party shall be reformed so that it would be
valid, legal and enforceable to the maximum extent permitted in
such jurisdiction.
15.7 This Contract may be executed in more than one counterpart, all of
which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by
each party hereto and delivered to the other party hereto.
15.8 This Contract shall be binding upon and shall inure to the benefit
of the parties hereto and their respective permitted successors and
assigns. Buyer may not assign this Contract or any right hereunder,
including any guarantee or warranty, without the prior written
consent of Vendor, which consent Vendor may grant or withhold in
its sole and absolute discretion.
15.9 No party to this Contract shall be liable for failure to perform
any obligation hereunder when such failure is due to fire, flood,
strikes, labor troubles or other industrial disturbances,
accidents, war (declared or undeclared), embargoes, blockades,
legal restrictions, riots, insurrections, or any cause beyond the
reasonable control of the parties.
15.10 In the event of any dispute or disagreement between the parties as
to the meaning or construction of any term or provision of this
Contract, this original English version shall govern,
notwithstanding any translation by Buyer, for its own convenience,
into another language. All dates and/or periods of time specified
herein shall be computed with reference to the Gregorian Calendar.
The term "Dollars" and the symbol "$" herein shall mean and refer
to United States Dollars.
15.11 The parties hereto agree to execute any and all such further
agreements, instruments and documents, and to take any and all such
further action, as may be necessary or desirable to carry into
effect the purpose and intent of this Contract.
16. Force Majeure
Except for obligations to make payment, neither party shall be liable to
the other for any failure of (or delay in performance of) its obligations
hereunder due to any cause or circumstance which is beyond its reasonable
control including, but without limiting the generality of the foregoing,
any failure or delay caused by strike, lockout, labor shortage,
unavailability of personnel, fire, explosion, shipwreck, act of God or the
public enemy, war, riot, interference by the military or governmental
authorities, or compliance with the laws of the United States or with the
laws or orders of any other government authority. In the event such
condition shall extend for a continuous period of six months both parties
shall meet and agree upon appropriate fair and equitable action to
safeguard the respective interests of the parties and to make restitution
where reasonable.
17. Notices
Notices may be sent by fax, followed up by a hard copy. Notices shall be
sent to:
17.1 Buyer:
Buyer Address:
Fax:
17.2 Vendor:
Perfect Line, Inc.
Xx. Xxxx Xxxxxxxxx
Chairman/CEO
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Fax: 000.000.0000
18. Payment Instructions
Payments to be wire transferred to:
Perfect Line, Inc.
Huntington National Bank
000 X. Xxxxxxxx Xx.
Xxxxxxxxxxxx, XX 00000
Contact: Xxxx Xxxxxxx
Tele: 000.000.0000
Fax: 000.000.0000
Account # 01400677074
ABA # 000000000
IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed as
evidenced by their signature below.
Vendor: Perfect Line, Inc., Buyer: _____________________,
An Indiana corporation a _____________________
By: __________________ By: _____________________
Date: __________________ Date: _____________________
Schedule A
Race Car System Hardware and software Components
Each Race Car System installation shall consist of the following components:
1. A number of Race Cars each consisting of the following hardware:
A. Scaled vehicle module containing driver's controls and displays
B. Projection screen, projection system, and associated image
generators
C. Sound system and motion system and associated computers
D. Networked simulation computer system
E. Prefabricated environs with safety rails, gates, and projector
mounts
F. Car frames, shells, hydraulic pump, and computer rack
2. An electronics suite consisting of:
A. Race Control system
B. Safety electronics
C. "SMS Live" system where multiple TV-style views are fed to a TV
monitor
D. Pre-show Training Video and monitor
E. Race Summary, a system that prints post-race results
3. Associated functional software suites including 6 race tracks:
A. Indianapolis Motor Speedway
B. Atlanta Motor Speedway
C. Daytona International Speedway
X. Xxxx'x Motor Speedway
X. Xxxxxxxx International Raceway
F. Bristol Motor Speedway
4. Optional Equipment to include:
A. Track Official cabinet
B. Race Results cabinet
C. Grandstand TV with mounts
D. 2 speakers
Schedule B
Buyer's Responsibilities
o Copies of architectural drawings (electronic, if possible) of areas
within the facility where attraction is to be installed.
o Theming designs in consultation with Vendor.
o Building of a themed enclosure to include walls and ceiling to control
ambient light may be required.
o Building and fitting out of the general facility, ready for
installation by Vendor, including, walls,
floors, ceilings, HVAC, uninterrupted power supply for the computers
and projectors, conduits for information cables, lighting (themed and
working lighting), broadband Internet data line (T1, DSL, cable, or
equivalent) as approved by Vendor's engineering department, insurance
and indemnity.
o Installation support, including qualified technician to support
Vendor's installation team, qualified electricians for all power
connections, other specialty site laborer as needed, use of office
space, telephones, fax machines, etc. and all site services and tools
such as forklifts, ladders, etc.
o Attendant personnel. For a 4-car attraction, one attendant is required.
o Maintenance personnel. Buyer will act as technician, or will have on
staff or hire on a contract basis, a technician(s) competent to service
computer-controlled amusement attractions who has been trained directly
by Vendor or in the future, by another qualified employee. This
technician is responsible for ongoing basic maintenance and quality
control.
o Full access for Vendor's personnel to the site at any time during
installation, training, maintenance and quality control service trips.
o All taxes, assessments, permits, and fees will be the sole
responsibility of the Buyer.
o Within two (2) weeks of signature of agreement, Buyer shall provide
Vendor with a copy of any applicable state or local laws, rules or
regulations governing the operation or use of Race Car Systems that
impose unique restrictions or obligations that would not be imposed by
applicable non-statutory standards of reasonable care ("Safety Rules").
Buyer shall further propose to Vendor in writing the changes it
believes are necessary to Race Car Systems (if any) so that they
conform to the Safety Rules. In the event that any Safety Rule requires
modification of the Racing Cars or customization of the Software that
increases the expense to Vendor of such item, Buyer shall pay Vendor
for such modifications or customizations based on Vendor's standard
time and materials rate in effect at that time. Buyer shall remain
solely responsible for any failure of the Race Car System to comply
with all Safety Rules not provided by Buyer to Vendor.
