Exhibit 10.15
The marked portions of this Exhibit
have been omitted and filed separately
with the Commission pursuant to a
request for confidential treatment.
INSTALLATION AGREEMENT
THIS INSTALLATION AGREEMENT (this "Agreement") is made and entered
into as of the 9th day of September, 1996, by and between CUNARD LINE LIMITED,
an English corporation with its registered office located at 00 Xxxxxxxx Xxxxxx,
Xxxxxx X0X 0XX Xxxxxxx ("Cunard"), and SEAVISION, INC., a Delaware corporation
having offices located at 000 Xxxxxxxxx Xxxxxxx, 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 ("SeaVision").
RECITALS:
A. Cunard has requested that SeaVision replace the existing
television distribution and broadcast system onboard the Xxxxx Xxxxxxxxx 2, a
ship owned and operated by Cunard (the "QE2").
B. Cunard has also requested that, during such replacement, SeaVision
operate and maintain the television distribution and broadcast system onboard
the QE2.
C. SeaVision has agreed to provide such requested services upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties, intending to be legally bound hereby, agree as
follows:
1. Replacement of Existing Television Distribution and Broadcast
-------------------------------------------------------------
System.
------
SeaVision agrees to replace the existing television distribution and
broadcast system onboard the QE2 as of the date hereof with a new television
distribution and broadcast system comprised of the hardware components listed on
Exhibit A attached hereto (collectively, the "Hardware"). The installation of
the replacement system will be undertaken and completed for the fixed price set
forth in Section 5(a) in accordance with the installation schedule attached
hereto as Exhibit B (the "Installation Schedule"). TIME IS OF THE ESSENCE OF
THIS AGREEMENT. Cunard acknowledges that the QE2 contains asbestos in certain
of its structural components, and agrees that Cunard is responsible, at its own
cost and expense, for undertaking all asbestos abatement and removal occasioned
by SeaVision's installation of the replacement system, which abatement and
removal will be undertaken in accordance with all applicable laws, rules and
regulations and on a schedule that will permit SeaVision to perform its
obligations hereunder in a timely manner. If
SeaVision is delayed in its performance of its installation obligations under
this Section 1 as a result of any delay by Cunard in the abatement or removal of
asbestos onboard the QE2, SeaVision's obligations under the Installation
Schedule shall likewise be delayed.
2. Scope of Operation and Maintenance Services to be Provided by
-------------------------------------------------------------
SeaVision.
---------
(a) Commencing on October 20, 1996 and continuing for the balance of
the term of this Agreement, and in accordance with the terms of this Agreement,
SeaVision shall operate the television distribution and broadcast system onboard
the QE2, as those activities are described in Exhibit C attached hereto, and
shall provide such maintenance services as are required to keep the related
broadcast equipment in good operating order and repair. Such operation will
initially involve the existing television distribution and broadcast system
onboard the QE2 and will involve the new television distribution and broadcast
system as the same is installed onboard the QE2. In connection with SeaVision's
performance of the foregoing operation and maintenance obligations, SeaVision
shall provide all personnel reasonably necessary to fulfill such operation and
maintenance obligations, including one broadcast control manager (the "Manager")
who will remain onboard the QE2 on an on-going basis for so long as this
Agreement is in effect. SeaVision acknowledges that the Manager and any other
of its personnel from time to time onboard the QE2 shall at all times be
employees of SeaVision. SeaVision understands and agrees that, while onboard
the QE2, its personnel will be subject to the authority of the Master of the QE2
and the officer(s) designated to oversee the operation of the broadcast
activities. SeaVision shall use its best efforts to ensure that its personnel
will at all times while onboard the QE2 comply with the operations manual of
Cunard, in the form then in effect.
(b) SeaVision's personnel serving onboard the QE2 shall promptly be
removed from such service, upon Cunard's request to SeaVision, in the event of:
(i) intoxication while onboard the QE2;
(ii) failure to comply with standards of professional and personal
conduct expected by Cunard of its own employees and the employees of
concessionaires onboard the QE2; and
(iii) failure to abide by safety rules and regulations applicable to
persons onboard the QE2.
3. Cunard Support.
--------------
So long as SeaVision is providing the foregoing services to
Cunard, Cunard shall:
-2-
(a) Make available to SeaVision:
(i) the QE2 to the extent necessary for SeaVision's
installation of the replacement distribution and broadcast television system and
for SeaVision's operation and maintenance of the then-existing system in
operation onboard the QE2, including but not limited to granting SeaVision
personnel unlimited access to the television studio and video distribution
system on board the QE2;
(ii) such personnel as are reasonably necessary or appropriate to
assist SeaVision in the successful installation of such replacement system and
the successful operation and maintenance of such existing system;
(iii) all necessary storage and work space onboard the QE2 for
SeaVision's performance of its obligations hereunder; and
(iv) appropriate single-cabin accommodations onboard the QE2 for
SeaVision personnel who are engaged in such installation, operation and
maintenance activities. The grade of such accommodations shall be at Cunard's
discretion. It is understood that SeaVision personnel occupying such
accommodations will, at all times while onboard the QE2, be subject to Cunard's
policies regarding onboard contractors, including those concerning dress,
decorum and personal behavior; and
(b) Furnish accommodations onboard the QE2 on mutually-agreeable
dates, to allow SeaVision senior personnel to monitor the on-going installation
of such replacement system onboard the QE2, the on-going operation and
maintenance of the then-existing system onboard the QE2 and the performance of
SeaVision's personnel. Cunard shall also provide the Manager with all other
perquisites that it provides to its employees of similar rank.
4. Term.
----
The initial term of this Agreement shall commence on the date hereof
and shall expire on December 13, 1996. Thereafter, the term of this Agreement
shall continue indefinitely, unless and until either party shall, at any time
and for any reason, provide sixty (60) days' prior written notice to the other
of the termination hereof. Notwithstanding the foregoing, Cunard may, at any
time after SeaVision's completion of the installation of the Hardware onboard
the QE2, terminate this Agreement upon fourteen (14) days' prior notice in the
event QE2 is sold, bareboat chartered or time chartered to any third party for a
period longer than one (1) month.
-3-
5. Payments.
--------
In consideration of SeaVision's performance under this Agreement,
Cunard agrees to pay to SeaVision the following amounts:
(a) for SeaVision's provision and installation of the replacement
television distribution and broadcast system, Cunard shall pay to SeaVision the
aggregate amount of One Million Two Hundred Forty Thousand U.S. Dollars (U.S.
$1,240,000.00) (the "Purchase Price"), which amount shall be payable in
accordance with the installation payment schedule attached hereto as Exhibit D.
(b) for SeaVision's operation and maintenance of the then existing
television distribution and broadcast system onboard the QE2, Cunard shall:
(i) pay to SeaVision, commencing on October 20, 1996, the
monthly amount of [Redacted - confidential treatment requested] (prorated for
any partial month) for any period in which the QE2 is being used to perform
passenger service, which monthly amounts shall be paid in arrears on or before
the fifth day of each calendar month for the previous calendar month (no such
monthly payment being due for any month in which the QE2 is out of service); and
(ii) pay to Seavision an amount equal to [Redacted
-confidential treatment requested] of the cost incurred by SeaVision for parts,
and supplies purchased by SeaVision, and third party repair charges incurred by
SeaVision, in connection with its operation, maintenance and repair of the then
existing television distribution and broadcast system onboard the QE2, which
incurred costs shall exclude the cost of any warranty repair work performed by
SeaVision in connection with its warranty of the system under section 11 herein
and which costs shall be supported by SeaVision's delivery to Cunard of receipts
therefor. Cunard shall pay all amounts due under this clause (ii) monthly
concurrently with Cunard's payments under clause (i) herein.
(c) Notwithstanding the foregoing, SeaVision understands and
agrees that all payments made under this Agreement are conditioned upon timely
progress and completion of the work in accordance with the Installation Schedule
set forth in Exhibit B. In addition the final payment scheduled to be made on
November 10, 1996 shall be conditioned upon prior completion of the installation
and ensuring that the system is fully operational and in good working order.
Should the contract work not be progressed or completed in a timely manner,
Cunard shall have the right to withhold payment for all incomplete contract work
always provided that Cunard shall submit to SeaVision within five (5) days after
payment is otherwise due, a written notification specifying the cause for
withholding payment. Should the parties fail to reach agreement on the manner in
which the specified issues are to be resolved, then such dispute shall be
resolved in accordance with Section 15.
-4-
6. [Intentionally Omitted]
7. Insurance/Waiver of Subrogation.
-------------------------------
(a) Cunard hereby warrants, represents and covenants that it
has, and shall maintain for the term of this Agreement, at its sole expense, its
normal insurance coverages for the QE2 and the equipment thereon.
(b) So long as their respective insurers so permit, neither party
hereto shall be liable to the other, or to the insurer of the other, claiming by
way of subrogation through or under such other party with respect to any loss or
damage, in whole or in part, to the extent that such other party shall be
reimbursed out of that party's insurance coverage carried for such other party's
protection with respect to such loss or damage. If so permitted, the parties
shall each obtain any special endorsements required by their respective
insurance carriers to evidence compliance with the waiver and release set forth
herein and shall provide a copy thereof to the other party.
(c) Cunard agrees to provide, at its own cost and expense, its
normal maritime protection and indemnity insurance ("P&I") for the Manager and
for each member of SeaVision's system installation crew for such periods of time
as the Manager or crewmember, as the case may be, is employed by SeaVision and
posted to the QE2, but only to the extent of Cunard's P&I coverage existing at
the time of any claim.
8. Medical Care.
------------
At SeaVision's request, Cunard will furnish without charge,
necessary onboard medical care by QE2's medical staff, as well as medicines, for
illness and injury suffered by SeaVision's personnel while aboard the QE2.
SeaVision is solely responsible for providing its personnel with any shoreside
medical and/or dental care at its sole cost and expense.
9. Title.
-----
Cunard acknowledges that unless and until it pays to SeaVision the
Purchase Price in accordance with the terms of this Agreement, SeaVision shall
retain exclusive ownership of the Hardware and Cunard shall have no right, title
or interest therein. Upon Cunard's payment of each of the 2nd, 3rd and 4th
Payments described on the installation payment schedule. SeaVision promptly
shall convey to Cunard good and marketable title to approximately fourteen
percent (14%) of the Hardware (based upon the value of the Hardware), free and
clear of any liens, claims or other encumbrances. Upon Cunard's payment of the
balance of the full amount of the Purchase Price to SeaVision, SeaVision
promptly shall convey to Cunard good and marketable title to the balance of the
Hardware (approximately 58%), free and clear of any liens, claims or other
encumbrances.
-5-
10. Warranty.
--------
SeaVision hereby warrants its workmanship in connection with the
installation of the replacement television distribution and broadcast system for
a period of one (1) year after the completion of such installation. Any and all
claims under the foregoing warranty must be delivered to SeaVision, in writing,
within seven (7) days after the expiration of the warranty period. Cunard
acknowledges that SeaVision is not the manufacturer of the Hardware and that
warranties regarding the performance of the Hardware, if any, are provided
solely by the respective manufacturers thereof, and not by SeaVision. SeaVision
shall deliver to Cunard, upon completion of the installation of the replacement
television distribution and broadcast system onboard the QE2, all information
and documentation regarding such warranties as is then in SeaVision's possession
or under its control. SeaVision shall assist Cunard in securing the benefits of
any such warranties, but shall in no event be obligated under any such
warranties.
11. Limitation of Liability.
-----------------------
THE WARRANTIES AND REMEDIES EXPRESSLY SET FORTH IN THIS
AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES,
ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY
IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR ELSEWHERE IN THIS
AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, IN THE CASE
OF SEAVISION, ANY SUCH DAMAGES ARISING OUT OF CUNARD'S USE OF OR INABILITY TO
USE THE TELEVISION DISTRIBUTION AND BROADCAST SYSTEM ONBOARD THE QE2 OR ANY
PORTION THEREOF, EVEN IF SEAVISION IS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN PARTICULAR, SEAVISION IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING,
BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS
OF USE OF THE TELEVISION DISTRIBUTION AND BROADCAST SYSTEM, OR CLAIMS BY THIRD
PARTIES. IN ADDITION THERETO, NEITHER PARTY'S LIABILITY FOR DIRECT DAMAGES OF
THE OTHER ARISING OUT OF ANY OF THE FOREGOING OR UNDER SECTION 13 OF THIS
AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF [REDACTED - CONFIDENTIAL
TREATMENT REQUESTED].
12. Confidentiality.
---------------
(a) Each party agrees, during the term of this Agreement and
thereafter, to maintain the confidential nature of the terms and conditions of
this Agreement and of any proprietary information shared by the other with it.
For purposes of this Section
-6-
12(a), the term "proprietary information" excludes any information then in the
public domain and any information that is independently, legally and without the
breach of any agreement obtained from any third party. Notwithstanding anything
contained in this Agreement to the contrary, the terms of this Section 12(a)
shall survive the expiration or termination of this Agreement.
(b) Each party acknowledges that its violation of its
confidentiality or non-disclosure obligations under this Agreement may cause
irreparable damage to the other that cannot be fully remedied by money damages.
Accordingly, in the event of any such violation or threatened violation, the
injured party will be entitled, in addition to pursuing any other remedy
available to it under this Agreement or at law, to obtain injunctive or other
equitable relief from any court of competent jurisdiction as may be necessary or
appropriate to prevent any further violations thereof.
(c) During the term of this Agreement (including any extensions
thereof), and for a period of one (1) year thereafter, neither party shall
induce or attempt to induce any employee or consultant of the other to terminate
his or her employment or consulting relationship with such other party and shall
not solicit any such employee or consultant for employment or consulting
services.
(d) Each party agrees to notify the other immediately upon the
notifying party's becoming aware of or reasonably suspecting the possession, use
or knowledge of all or part of any of the other party's proprietary information
by any person or entity not authorized by this Agreement to have such
possession, use or knowledge. The notifying party will promptly furnish the
other party with details of such possession, use or knowledge, will assist in
preventing a recurrence thereof and will cooperate with the other party in
protecting the other party's rights in the other party's proprietary
information. A party's compliance with the terms of this section 12 will not be
construed as any waiver of the other party's right to recover damages or obtain
other relief against the notifying party for the notifying party's breach of its
confidentiality or non-disclosure obligations under this Agreement or the
negligent or intentional harm to the other party's proprietary rights.
13. Indemnification.
---------------
(a) SeaVision shall indemnify, defend and hold harmless Cunard
and its successors and assigns from and against any and all liabilities, claims,
suits, damages, judgments, awards, penalties, losses and other liabilities
(including all related reasonable attorneys' fees, costs and expenses in
connection therewith) (collectively referred to hereinafter as "Losses")
suffered or incurred by Cunard by reason of, arising out of or in connection
with:
(i) any negligent act or omission of SeaVision (or an
employee, agent or representative of SeaVision) committed or omitted, as the
case may be, in the course of SeaVision's performance of the terms of this
Agreement; or
-7-
(ii) SeaVision's failure to fully perform the terms of this
Agreement.
(b) Cunard shall indemnify, defend and hold harmless SeaVision
and its successors and assigns from and against any and all Losses suffered or
incurred by SeaVision by reason of, arising out of or in connection with:
(i) any liability arising from or out of asbestos onboard
the QE2, unless such liability arises as a result of SeaVision's negligence,
willful misconduct or failure to observe Cunard's instructions relating to such
asbestos;
(ii) any negligent act or omission of Cunard (or an
employee, agent or representative of Cunard) committed or omitted, as the case
may be, in the course of Cunard's performance of the terms of this Agreement or
its operation of the QE2; or
(iii) Cunard's failure to fully perform the terms of this
Agreement.
(c) The terms of this Section 13 shall survive the expiration or
termination of this Agreement.
14. Interruption in Performance.
---------------------------
Neither Cunard nor SeaVision shall be liable to the other for any
loss, damage or loss of profits arising out of any interruption or cessation of
performance hereunder when such interruption or cessation is caused by any
circumstance beyond the reasonable control of such party.
15. Arbitration.
-----------
In the event of any dispute or controversy arising out of or
related to this Agreement, the parties will seek to resolve any such controversy
first by negotiating with each other in good faith in face-to-face negotiations
between the respective principals of each. In the event a resolution is not
reached in such manner, any remaining dispute or controversy shall be submitted
for resolution by either party to any court of competent jurisdiction in City of
New York, New York County, New York.
16. Public Announcements.
--------------------
The parties shall consult with each other and issue a public
statement with respect to this Agreement as soon as is practical after the date
hereof.
-8-
17. Right to Make Agreement.
-----------------------
Each of the parties hereto represents and warrants to the other
that it has all necessary and appropriate power and authority to execute,
deliver and carry out the terms and provisions hereof and that its execution,
delivery and performance thereof will not constitute a default by it under any
other agreement to which it is a party.
18. Counterparts.
------------
This Agreement may be executed in any number of counterparts,
each of which shall constitute an original and all of which together shall
constitute but one and the same original document.
19. Assignment.
----------
Either party hereto may assign this Agreement and its respective
rights, interests and obligations hereunder to any third party without the
consent of the other party hereto; provided, however, that no such assignment by
a party shall relieve that party of any of its liabilities or obligations
hereunder. It is expressly understood and agreed that, except as provided to
the contrary in the preceding sentence, this Agreement and all of SeaVision's
interests and rights herein and hereunder may be assigned, pledged, mortgaged
and/or hypothecated by SeaVision in connection with the sale or transfer of all
or substantially all of its assets or a change in the ownership of a controlling
interest in SeaVision's capital stock.
20. Successors.
----------
This Agreement shall inure to the benefit of, and be binding
upon, the respective successors and assigns of the parties hereto.
21. Effectiveness.
-------------
This Agreement shall be effective upon its execution by an
authorized representative of each party hereto, which execution may for all
purposes be evidenced by facsimile transmission of a counterpart signature page
of this Agreement.
22. Governing Law.
-------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its principles of
conflicts of laws.
23. Severability.
------------
If any Section or provision of this Agreement, or any portion of
any section or provision thereof, shall for any reason be held to be void,
illegal or otherwise
-9-
unenforceable, all other sections and portions of this Agreement shall
nevertheless remain in full force and effect as if such void, illegal or
unenforceable portion had never been included herein.
24. Notices.
-------
All notices and other communications required or otherwise
provided for in this Agreement shall be in writing and sent by registered or
certified mail to:
If to SeaVision: SeaVision, Inc.
000 Xxxxxxxxx Xxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
Telecopier: 412/928-0887
If to Cunard: Cunard Line Limited
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Telecopier: 212/949-0915
or to such other place as SeaVision or Cunard, as the case may be, may from time
to time designate in accordance herewith.
25. Entire Agreement; Modification.
------------------------------
This Agreement, including the Exhibits attached hereto, contains
the entire agreement of the parties on the subject matter hereof, and supersedes
any and all prior agreements, if any, with respect to such subject matter. This
Agreement may not be changed, modified or supplemented except by the written
agreement of the parties.
26. Default.
-------
(a) The following shall constitute "Events of Default" under
this Agreement:
(i) The failure of either party in any respect to perform
any of the covenants, agreements or undertakings on its part to
be performed under this Agreement, provided, the other party
shall have given written notice to the defaulting party as to
such failure, and such defaulting party shall not, within thirty
(30) days time after being so notified, have shown it has taken
sufficient steps to correct such failure.
-10-
(ii) A general assignment made by either party for the
benefit of its creditors, the filing by either party of a
petition in voluntary bankruptcy or of a petition for
reorganization or for other relief under any bankruptcy or
insolvency law, the filing of a petition by either party at
common law or in equity for the appointment of a receiver in any
court, or the filing against either party by one or more of its
creditors of a petition seeking the appointment of a receiver of
such party's assets, whether temporary or permanent, or a
petition seeking relief under any bankruptcy or insolvency law,
which petition shall not have been dissolved within sixty (60)
days from the date of the filing of the petition in that court.
(b) If an Event of Default occurs, the non-defaulting party may
terminate this Agreement by giving written notice thereof to the defaulting
party, whereupon the non-defaulting party shall have the right to withhold its
future performance under this Agreement without, in any way, releasing the
defaulting party from any of its obligations under this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
ATTEST: SEAVISION, INC.
------------------------ By:
-----------------------------------
Its: Its:
-------------------- ----------------------------------
ATTEST/WITNESS: CUNARD LINE LIMITED
----------------------- By:
-----------------------------------
Its: Its:
-------------------- ----------------------------------
-11-
EXHIBIT A
[Redacted - confidential treatment requested]
EXHIBIT B
BROADCAST STUDIO AND TELEVISION REFIT INSTALLATION SCHEDULE
===========================================================================================
Task Date
SeaVision team arrives on the ship to perform a thorough survey of the Completed
ships facilities. Survey team will complete a test of the integrity of the
existing RF system. Select a location for racks and specify power and
cooling requirements for the Broadcast Control Center (BCC).
-------------------------------------------------------------------------------------------
Penetration drawings sent to QE2 to facilitate penetrations during SOLAS Completed
work.
-------------------------------------------------------------------------------------------
Project manager to review all outstanding issues (TV stands, penthouse By 08/09
TV's, Public area TV's, and programming) with Cunard Management.
-------------------------------------------------------------------------------------------
Eight person RF team arrives to begin installation of new RF trunkline to 09/23
carry NTSC signal. Team to work section by section closing up as they
install new trunk to cause minimal passenger disturbance.
-------------------------------------------------------------------------------------------
Move all necessary equipment from broadcast center to temporary 10/13
location in cabin next to BCC. Broadcast signal from temporary studio in
NTSC and PAL format. Both systems broadcasting identical
programming.
-------------------------------------------------------------------------------------------
Begin changing all televisions in passenger cabins from PAL to NTSC. 10/19
As television is changed, drop lines will be switched from PAL trunkline
to NTSC trunk. TCM's installed on all televisions.
-------------------------------------------------------------------------------------------
Remodeling studio to accommodated new equipment, racks, and 10/19
television studio. Install new NTSC equipment in BCC. Test all newly
installed equipment.
-------------------------------------------------------------------------------------------
SeaVision operator to arrive on QE2. SeaVision operator to coordinate 10/20
with Hotel Director and Cruise Director to increase programming and
decide activities to film. SeaVision operator to provide Hotel Director a
new schedule of all programming.
-------------------------------------------------------------------------------------------
Transfer signal from temporary broadcast center to permanent studio. 11/03
Removal of all equipment from temporary studio.
-------------------------------------------------------------------------------------------
All cabins switched to NTSC signal. Broadcast center now sending only 11/10
NTSC signal. Television system completed, work begins on ITV.
===========================================================================================
EXHIBIT C
TV STATION MANAGER - XXXXX XXXXXXXXX 2
Reports to: Deputy Cruise Director
General Duties: Operates, maintains and plans schedules for a television
and radio broadcasting service.
Specific Duties: Plans a daily schedule of TV programmes on eight
channels, six of which are running 24 hours per day. This
includes a regularly changed selection of children's
programmes, documentaries, feature films, music videos,
opera, and a daily theme channel.
Ensures that all broadcasts commence promptly at the
advertised time (some of this work is delegated to the
A.V.O. operator). Operates all T.V. Station equipment
(multi-system VCR machines, laser disc machines, vision
mixer, time-base corrector, cameras, lights, audio mixers,
monitors, etc.). Submits accurate daily schedules to the
print shop for advertising purposes.
Facilitates the recording and production of special
onboard programmes (interviews, magazine-style programmes,
introductions to featured programmes and Tour Office
promotions).
Supervises a daily radio show (presented by the Disc
Jockey).
Skills Necessary: Experience in communications.
Preferably some experience in broadcasting.
A good speaking voice.
A detailed knowledge of feature films, directors and
actors that can be utilized in effective programming,
especially of themed presentations.
Good knowledge of all types of music.
Some technical knowledge relating to required areas of
operation.
Creative camera skills for use with both studio and
location work.
Neat appearance.
EXHIBIT D
INSTALLATION PAYMENT SCHEDULE
Total Installation Price $1,240,000.00
[Redacted - confidential treatment requested]
