EXHIBIT 10.14
LICENSE AGREEMENT
THIS AGREEMENT is entered into as of the 12th day of March
1999, between Rite Aid Corporation, a Delaware corporation
("Licensor"), and Corral Coin, Inc., a Nevada corporation ("Licensee").
Licensee and Licensor are collectively referred to as "the Parties".
1. Purpose. This Agreement sets forth the terms and conditions under
which the Licensee shall have the exclusive right to operate certain gaming
devices (the "Devices") within each of the stores operated by Licensor in the
State of Nevada which are designated on Exhibit "A" attached hereto and
incorporated herein by reference (the "Licensed Locations"). Notwithstanding
the foregoing, an off-site replacement of a Licensed Location which constitutes
a "replacement store" in accordance with Licensor's internal policies, which
opens concurrently with the closing of the Licensed Location it is replacing,
and which is located not more than two miles from the Licensed Location it is
replacing, shall not constitute a new location for purposes of this Agreement.
Licensee shall have the exclusive right to operate Devices within each
replacement store.
2. License. Licensor hereby grants to Licensee the use of such amount of
space (the "Gaming Space") as is reasonably required to set up the number of
Devices currently permitted at such Licensed Location. The Gaming Space shall
be located as close to the entrance and checkstand of the Licensed Location as
is reasonably practicable with the exact location and square footage of the
Gaming Space to be determined by mutual agreement of the parties. Upon
agreement of the Gaming Space, Licensor will not change location of, or reduce
the Gaming Space without Licensee's written consent. Licensee is hereby granted
an exclusive right to operate up to the maximum number of Devices currently
allowed by the State of Nevada in each of the Licensed Locations. However,
Licensee may not operate fewer than RCT Devices at any Licensed Location in
Xxxxx County or the city limits of either Reno or Xxxxxx City.
3. Term. The term of the license for each Licensed Location shall begin
on RCT and shall expire at midnight on RCT. Licensee shall have first right
of refusal as against any other licensed operator to operate the Devices on the
premises of the Licensed Locations upon the expiration of this Agreement. On
or before the expiration of this Agreement, and upon Licensor's disclosure to
Licensee of the terms of another licensed operator's firm offer, Licensee shall
have thirty days to notify Licensor of its intention to match such offer.
4. Fees.
a. During the initial term of this License Agreement, Licensee agrees
to pay Licensor the following amount per Licensed Location per month:
Licensed Location Monthly Fee Per Licensed Location
_________________ ___________________________________________
RCT RCT RCT
Rite Aid #6109 RCT RCT RCT
Rite Aid #6110 RCT RCT RCT
Rite Aid #6111 RCT RCT RCT
Rite Aid #6112 RCT RCT RCT
Rite Aid #6113 RCT RCT RCT
Rite Aid #6117 RCT RCT RCT
Rite Aid #6118 RCT RCT RCT
Rite Aid #6119 RCT RCT RCT
b. During the term of this Agreement, Licensee agrees to pay Licensor
the following amount per month for a new location (the "New Location").
Location (2) Period Monthly Fee Per New Location
__________________ ______ ____________________________
Xxxxx County RCT RCT
RCT RCT
RCT RCT (1)
RCT RCT (1)
Reno/Xxxxxx City RCT RCT
(city limits) RCT RCT
RCT RCT
RCT RCT
(1) Subject to RCT or more Licensed Locations in operation, including
the Licensed Locations in operation under the License Agreement between Rite Aid
Corporation and Cardivan Company dated March 12, 1999. If less than RCT
locations in operation, monthly fee for New Locations is the amount listed above
for the period RCT through RCT.
(2) For New Locations outside of Xxxxx County or Reno/Xxxxxx City,
the monthly fee will be mutually agreed upon by the Parties based on factors
associated with each New Location.
c. During the term of this Agreement, if Licensor opens or acquires
any New Location and Licensor determines to include Devices at such New
Location, Exhibit A hereto shall be amended to include such New Location. In
the case of a New Location opened or acquired on or after RCT, the fees due
pursuant to this Section 4 with respect to such New Location shall be RCT of the
then monthly fee during the RCT period following the date such New Location is
opened for business by Licensor; provided, that if Licensor has not taken all
steps required to be taken by it to permit Licensee to commence operations at
such New Location, the RCT shall not commence until all such actions have been
taken.
d. In the event an Existing Location is closed for renovation for a
period of RCT or more, the Fees with respect to such renovated Existing Location
shall be RCT of the then applicable monthly fee due pursuant to this Section 4
during the RCT period following the date such renovated Existing Location is
reopened for business by Licensor; provided, that if Licensor has not taken all
steps required to be taken by it to permit Licensee to recommence operations at
such Existing Location, the RCT period shall not commence until all such actions
have been taken.
e. The above fee shall be due and payable on the first day of each
month. Fees for any partial month shall be prorated.
f. In the event that (i) Licensor should effect a material reduction
in the hours of operation of the Licensed Locations, from the hours of operation
in effect on the date of this Agreement, or (ii) there should be a change in the
laws or regulations applicable to the operation of gaming devices in retail food
and drug facilities which has the effect of materially reducing the revenues
received by Licensee from its operation of the Devices hereunder, or (iii) a
smoking ban is imposed at a Licensed Location by either Federal, state or local
authorities, or by the terms of a lease agreement between Licensor and a third
party, the parties shall negotiate in good faith to arrive at an equitable
adjustment to the terms of this Agreement.
5. Taxes. Licensee agrees to pay all taxes (other than real estate taxes)
payable in connection with the conduct of its business in the Licensed
Locations, including personal
property taxes levied against the Devices, fixtures, and other personal property
of the Licensee in the Licensed Locations. Licensee will pay all social
security, unemployment, and old age benefit taxes, state, federal, and local,
or other similar taxes due with respect to employees or wages paid to employees
of the Licensee in the Licensed Locations. Licensee will maintain and pay all
license fees, federal, state, county, or city, necessary for its operations in
the Licensed Locations.
6. Security System on Premises. If a Licensed Location is not open
twenty-four (24) hours a day, seven (7) days a week, Licensor agrees to install
and maintain or have maintained, a burglar alarm system at such Licensed
Location that is monitored at a central station over a dedicated phone line.
Said alarm system will cover all apertures in the walls and ceiling of the
Licensed Location and will include a motion detector which will cover the
area occupied by the Devices. Said alarm system will cause a phone line failure
violation at the alarm company's central station anytime the phone line from the
Licensor's premises to the alarm central office is cut or disrupted.
7. Use and Operation. Licensee agrees to use the Gaming Space within the
Licensed Locations for the sole purpose of operating the Devices in such space
and will at all times conduct its business in a first-class business like and
attractive high-grade and proper manner, including, without limitation, (1)
maintaining the Devices in good condition and repair at its own expense and at
no expense to Licensor; (2) replacing any out of date Devices at its own expense
with modern, up-to-date Devices from time to time;(3)employing a change cashier
or installing money changing devices so that the store cashiers in the Licensed
Location will not be required to make change for the operation of the Devices;
and (4) not employing any person or persons within the Licensed Locations
deemed objectionable by Licensor. Upon request of Licensor, Licensee agrees to
remove any such objectionable employee as quickly as reasonably possible under
existing federal, state, and local laws. Signs of such type and size as may be
mutually agreed upon by Licensor and Licensee shall be placed by Licensee in a
conspicuous place at each of the Licensed Locations stating that Licensee is the
owner and operator of the devices. Licensor may not ban smoking in the Gaming
Spaces unless such change is required by law, lease or regulation.
8. Title to Property. All personal property (including, without
limitation, the Devices) placed on the Licensed Locations by Licensee shall be
and remain the personal property of Licensee (except as provided in Section 13
with respect to default) and, upon the expiration or earlier termination of this
Agreement, Licensee shall within ten (10) days thereafter and at its sole
expense, remove from the Licensed Locations all such personal property and
restore such Licensed Locations to their original conditions, ordinary wear
and tear excepted.
9. General Covenants. Licensee agrees to comply with all applicable laws,
ordinances, and governmental regulations now in force or hereafter enacted
relating to the business operations of the Licensee in the Licensed Locations;
to make any and all alterations, repairs, and changes, at its expense, required
by any such laws, ordinances, or governmental regulations; to maintain the
Gaming Space occupied by Licensee within each of the Licensed Locations in a
clean state and in good condition and repair; not to make any alterations in
such space without the prior written consent of Licensor; and at the
expiration or termination of this Agreement, to surrender peaceable possession
thereof to Licensor in as good condition as it received the same, loss or damage
by fire (except if caused by the act or neglect of Licensee or its employees)
and wear and tear resulting from reasonable use excepted.
10. Indemnification and Insurance. Licensee agrees to indemnify and hold
Licensor harmless from all claims, demands, causes of action, losses, damages,
and liability, including costs and expenses and reasonable attorneys' fees
incurred by Licensor in connection with any claim by third parties, including
employees of Licensee, for injury to or death or damage to property occurring
in or on or about the portions of the Licensed Locations licensed to Licensee
or arising out of operations conducted by Licensee. Licensee, at its own cost
and expense, shall maintain commercial general liability and automobile
liability insurance with a limit of not less than $1,000,000 applicable to any
one occurrence. Such insurance shall name Licensor as an additional insured
with respect to operations conducted in connection with this Agreement.
Licensee shall maintain Workers' Compensation insurance for its employees in the
form required by the State of Nevada or provide Workers' Compensation on a
self-insured basis in compliance with applicable Nevada regulations. Licensee
shall, upon request, provide Licensor with certificate(s) evidencing the
foregoing insurance coverages. Whether or not it elects to insure its personal
property at locations covered by this Agreement, Licensee hereby waives any
right of recovery from Licensor for any loss or damage to such property
resulting from any of the perils insured against in the standard form fire
insurance policy with Extended Coverages and Vandalism and Malicious Mischief
Endorsements. To the extent that any insurance maintained by Licensee includes
coverage against additional perils, this waiver shall apply with respect to loss
damage resulting from such other perils.
11. Termination of License. If Licensor ceases to do business in any of
the Licensed Locations for any reason whatsoever, this License Agreement shall
terminate as to the Licensed Locations where such business is discontinued,
effective at the time of such discontinuance, and thereafter no license fees
shall be payable under this Agreement with respect to the Licensed Locations at
which Licensor ceases to do business. If Licensor ceases to do business in a
location other than at the end of a calendar month, the license fee for the
month in which business ceases shall be prorated. This License Agreement will
continue to apply to all remaining Licensed Locations.
12. Interruption of Business. If the business of any Licensed Locations
subject to this Agreement is substantially interrupted by reason of a major
remodeling, fire, other casualty, or any other cause not the fault of Licensee,
and such interruption substantially and adversely affects the business of
Licensee in such Licensed Location, then, from and after such interruption and
until the cause thereof has been corrected or eliminated, the fees due Licensor
hereunder for such Licensed Locations shall be equitably reduced or abated to
the extent agreed between the parties.
13. Default. If Licensee defaults in the payment of the fees payable by
it hereunder or fails to perform any other of its obligations under this
Agreement, and Licensee fails to cure such default within a period of fifteen
(15) days after written notice from Licensor and such default is not cured
within the applicable grace period provided therein, then Licensor shall have
all rights and remedies now or hereafter provided by law and, in addition, may
do any one or more of the following: (a) Terminate this Agreement by giving
written notice to Licensee; resume possession of the space occupied by Licensee
in the Licensed Locations; retain all Devices, fixtures, and other personal
property of Licensee remaining on such space and full right and authority to
sell, lease, or otherwise dispose of the same or to store the same, all at the
expense of Licensee; and to recover from Licensee all fees due under this
Agreement had it not been terminated, less the net amount realized by Licensor
from any such sale, lease, or other disposition.
(b) Without terminating this Agreement, reenter and assume possession
of the space so licensed and of all Devices, fixtures, and other personal
property of Licensee located therein and relet the space and sell, lease, or
otherwise dispose of the Devices, fixtures, and other personal property, all on
such terms and conditions as Licensor deems advisable, and in any such event,
Licensee shall pay promptly upon demand the difference between the fees due
under this Agreement for the period of such reletting (but not beyond the term
of this Agreement) and the net amount received by Licensor from such reletting
and from such sale, lease, or other disposition.
(c) To treat all amounts due and not paid by Licensee to the date of
such default, together with all amounts payable under this Agreement during the
remaining term of this Agreement following such default, as an indebtedness of
Licensee immediately due and payable to Licensor and recover the same.
In the event of any such default, Licensee shall have no right to remove
any Devices, fixtures, or other personal property of Licensee from the space
licensed, and Licensor shall have a lien thereon as security for the payment of
all amounts due Licensor under the Agreement.
14. Assignment. Licensee may not assign this Agreement without prior
written approval of Licensor, except that Licensee may assign this Agreement to
a wholly-owned subsidiary of Jackpot Enterprises, Inc. without such prior
written approval; provided, that such assignee agrees to be bound by all of the
terms and conditions of this Agreement and Licensee guarantees the payment and
performance by such assignee of its obligations hereunder during the remaining
term hereof. Subject to such provision, this Agreement shall bind and its
benefits shall inure to the parties hereto, their successors, and assigns.
15. Notices and Demands. All notices and demands made pursuant to this
Agreement shall be sufficient if made in writing and delivered by fax or
overnight delivery service to______________________, or to Licensee at 0000
Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000. All notices mailed shall
be deemed given when mailed.
16. Relationship Between the Parties. The relationship of Licensor and
Licensee shall be solely that of licensor and licensee and nothing herein
contained shall be construed to constitute Licensor and Licensee as landlord
and tenant, sublandlord and subtenant, partners, joint venturers or any other
relationship whatsoever.
17. Confidentiality. This Agreement and the information contained
herein, including but not limited to the fees payable to Licensor by
Licensee, is confidential and shall not be disclosed to any person except the
gaming licensing authorities of the State of Nevada upon proper request,
unless and to the extent required by laws or regulations applicable to the
parties.
18. Existing Agreement. The Parties heretofore entered into a License
Agreement dated April 14, 1992 as amended on April 9, 1997 (the "Existing
Agreement") for Licensee's operation of Devices in Licensor's Locations.
Upon entering into this License Agreement, the Existing Agreement is
terminated.
19. Additional Remedies. In addition to the remedies set forth in this
Agreement, Licensor and Licensee shall have all other remedies provided by
law to the same extent as if fully set forth herein. No remedy herein
conferred upon, or reserved to Licensor or Licensee, shall exclude any other
remedy herein or by law provided, but each shall be cumulative.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.
RITE AID CORPORATION
By /s/ Xxxxxx Xxxxxx
___________________________
Exec. X.X.
XXXXXX COIN, INC.
By /s/ Xxxxxx Xxxxxxx
___________________________
President
Exhibit A to License Agreement Between
Rite Aid Corporation and Corral Coin, Inc.
Dated March 12, 1999
Location No. of Machines Store Hours
_____________________________ _______________ _______________________
Rite Aid #6109 15 Mon.-Sat. 7 a.m.-9 p.m.
0000 X. Xxxxx Xxxxxx Xxxxxxx Sun. 7 a.m.-6 p.m.
Xxxxxxxxx, XX 00000
Rite Aid #6110 15 Mon.-Sat. 7 a.m. - 9 p.m.
000 X. Xxxxxxx Xxxxxxx Sun. 7 a.m.-6 p.m.
Xxxxxxxxx, XX 00000
Rite Aid #6111 25 Mon.-Sat. 7 a.m.-9 p.m.
3852 W. Sahara Sun. 7 a.m.-6 p.m.
Xxx Xxxxx, XX 00000
Rite Aid #6112 15 Mon.-Sat. 7 a.m.-9 p.m.
4230 S. Rainbow Sun. 7 a.m.-6 p.m.
Xxx Xxxxx, XX 00000
Rite Aid #6113 16 Mon.-Sat. 7 a.m.-9 p.m.
0000 X. Xxxxxxxxxx Sun. 7 a.m.-6 p.m.
Xxx Xxxxx, XX 00000
Rite Aid #6117 16 Mon.-Sat. 7 a.m.-9 p.m.
911. S. Rainbow Sun. 7 a.m.-6 p.m.
Xxx Xxxxx, XX 00000
Rite Aid #6118 10 24 hours
0000 X. Xxxxx Xxxx
Xxx Xxxxx, XX 00000
Rite Aid #6119 15 24 hours
0000 X. Xxxx Xxxx
Xxx Xxxxx, XX 00000
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