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EXHIBIT 10.3
AGREEMENT
BETWEEN
STAR CITY PTY LTD
AND
ACRES GAMING INCORPORATED
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AGREEMENT FOR THE SUPPLY OF
GOODS AND SERVICES
[CONTROLLED CONTRACT - CC279]
DATED: 12 APRIL 1999
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[LOGO]
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TABLE OF CONTENTS
1. INTERPRETATION 1
2. TERMS 2
3. ORDER AND SPECIFICATION 3
4. PRICE AND FEES 3
5. TERMS OF PAYMENT AND INVOICES 4
6. DELIVERY 5
7. ACCEPTANCE OF GOODS 6
8. PACKAGING AND LABELLING 7
9. QUALITY CONTROL 7
10. RISK AND PROPERTY 7
11. GENERAL WARRANTIES 8
12. WARRANTY 9
13. LIABILITY 9
14. YEAR 2000 COMPLIANCE 10
15. ASSIGNMENT 12
16. NOT USED 12
17. TERMINATION 12
18. CO-OPERATION AND SUPPORT 13
19. CASINO CONTROL ACT 1992 15
20. OBLIGATION TO CASINO CONTROL AUTHORITY 16
21. GRATUITY 16
22. CONFIDENTIALITY 16
23. OCCUPATION HEALTH AND SAFETY ISSUES 17
24. GENERAL 17
25. FORCE MAJEURE 18
26. FUTURE ORDERS 18
27. STAR CITY PREMISES 19
28. EQUIPMENT 19
29. RELATIONSHIP 19
30. SUB-CONTRACTORS 19
31. INTELLECTUAL PROPERTY 20
32. INSURANCE 20
33. SPECIAL CONDITIONS 21
SCHEDULE 2 24
EXECUTION 25
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[CONTROLLED CONTRACT]
THIS AGREEMENT IS MADE ON THE 12 DAY OF APRIL 1999
BETWEEN STAR CITY PTY LIMITED
(ACN 060 510 410)
OF 80 PYRMONT STREET, PYRMONT, NEW SOUTH WALES, AUSTRALIA ("STAR CITY")
AND ACRES GAMING INCORPORATED
OF 815 NW 9TH STREET, CORVALLIS, OREGON, USA ("THE SUPPLIER")
RECITALS
A. Star City is the operator of Star City ("the Casino").
B. The Supplier wishes to sell goods to Star City.
C. Star City intends to acquire services from the Supplier at the same time
and in conjunction with the supply of the goods.
D. The parties have agreed to establish standard conditions for the supply of
those goods and services to Star City.
PROVISIONS
1. INTERPRETATION
1.1 In this agreement, the following words shall have the meanings set out
below:
"Agreement" or "agreement" means the agreement for the sale and
purchase of the Goods and the provision of the Services between the
Supplier and Star City of which this agreement, the Order, the
Specification and any other incorporated documents form part;
"Business Day" means a day (not being a public holiday or weekend)
on which banks are generally open for business in Sydney;
"Commencement Date" means the date of execution of this agreement;
"Delivery Address" means the address for delivery of Goods or
performance of the Services set out in an Order;
"Purchasing Director" means the person from time to time occupying
the office designated by that title at Star City;
"Fees" means the fees to be paid to the Supplier for provision of
the Services as specified in Schedule 1;
"Guarantor" means the person so described in Schedule 1;
"Goods" means the goods described in Schedule 1;
"Intellectual Property" means all inventions, patents, patent
applications, trade marks, designs, copyright (including copyright
in any computer software or hardware or any works associated with
such software or hardware), technical know-how or commercially
sensitive or valuable information which is provided to a party by
the other party during the course of this agreement;
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"Order" means an official authorised purchase order issued by Star
City (as amended or replaced from time to time);
"Order Number" means the identifying number shown on an Order placed
by Star City in relation to the supply of Goods and Services;
"Premises" means the permanent premises of Star City at Pyrmont, New
South Wales;
"Price" means the price of the Goods set out in Schedule 1;
"Services" means the services provided by the Supplier in connection
with the Goods as set out in Schedule 1;
"Specification" includes any descriptions, plans, drawings, data,
design, information or specification relating to the Goods;
"Star City Contact" means the Star City contact person specified in
Schedule 1 or such other person as notified by Star City to the
Supplier from time to time.
"Term" means the term of the Agreement commencing on the
Commencement Date and ending upon termination in accordance with
clause 17.
1.2 Words importing the singular shall include the plural and vice
versa.
1.3 The headings in this agreement are for convenience only and shall
not affect their interpretation.
1.4 Where the Supplier comprises more than one person, this agreement
shall bind each person comprising the Supplier collectively and
individually.
2. TERMS
2.1 Subject to clause 2.2, this agreement applies to all agreements for
the purchase of Goods and associated services by Star City from the
Supplier and shall prevail over any other terms and conditions
(including any terms or conditions of supply subject to which an
Order is accepted or purported to be accepted by the Supplier). Star
City appoints the Supplier to provide the Services subject to the
terms of this agreement and the Supplier accepts the appointment.
2.2 An Order placed by Star City on the Supplier constitutes an offer by
Star City to purchase the Goods and Services subject to this
agreement. The Order shall be deemed to be accepted by the Supplier
unless otherwise notified in writing to the Purchasing Director
within 5 Business Days from receipt of the Order by the Supplier.
2.3 Goods and Services shall only be ordered by Star City on an Order.
The Supplier shall not recognise any purported order which does not
comply with this clause 2.3.
2.4 An Order may only be amended by authorised personnel of Star City's
purchasing department in writing. The Supplier shall be deemed to
have accepted any amendment unless the Supplier otherwise notifies
an authorised
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personin the Star City purchasing department in writing within (5)
Business Days from receipt of the amendment.
2.5 The appointment in clause 2.1 continues until terminated in
accordance with clauses 17 or 19, or if specified in Schedule 1,
until the expiration of the Term.
3. ORDER AND SPECIFICATION
3.1 The Supplier shall supply the quantity of Goods specified in an
Order.
3.2 The Supplier shall in relation to the manufacture and supply of the
Goods and to the provision of the Services, to Star City comply
with:
(a) this agreement;
(b) all applicable laws and regulations; and
(c) the standards of quality (if any) set out in Schedule 1.
3.3 The Supplier shall perform the Services at the times and in the
manner specified in Schedule 1.
3.4 The Supplier shall fully inform itself of Star City's requirements
from time to time and for that purpose shall consult with Star City
throughout the Term.
3.5 If the Supplier considers reasonably that it requires any
information, documents or other particulars to be made available to
it by Star City to enable the Supplier to provide the Goods or the
Services in accordance with the Agreement, the Supplier will advise
Star City of its requirements in writing and Star City shall use
reasonable endeavours to provide such information, documents or
other particulars.
3.6 If the Supplier is required to have a licence or other approval in
order to provide the Goods or the Services, the Supplier at its own
cost shall obtain and hold such licence or approval prior to the
Commencement Date and throughout the Term, and provide Star City
with a copy of the same on request.
3.7 The Supplier shall not represent itself, and shall ensure that its
employees and sub-contractors do not represent themselves, as being
employees or agents of Star City.
4. PRICE AND FEES
4.1 Unless provided otherwise in the Order or the Specifications, any
Price or Fees quoted to Star City shall be inclusive of all charges
for packaging, packing, shipping, carriage, insurance and delivery
of the Goods to the Delivery Address and any government or other
taxes, duties, imposts or levies including sales tax.
4.2 Unless otherwise specified in Schedule 1, no increase in the Price
or Fees may be made for any reason whatsoever without the prior
consent in writing of Star City.
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4.3 Star City shall be entitled to any discount for payment, bulk
purchase or volume purchase customarily granted by the Supplier,
whether or not shown in Schedule 1 or in the Order.
5. TERMS OF PAYMENT AND INVOICES
5.1 Invoices may be rendered to Star City at the same time as or after
the subject Goods are delivered to the Delivery Address or the
Services are provided unless other payment terms have been agreed to
in advance in writing. Star City will not pay invoices until all
requirements in an Order, the Specifications or this agreement have
been satisfied in respect of the subject Goods and Services and such
invoice has been properly rendered on Star City, unless delivery of
the Goods by installment is approved by Star City (in which case
Star City will pay for the Goods actually delivered).
5.2 Invoices must be properly completed by the Supplier, rendered at the
time of delivery of the Goods or provision of the Services, or
forwarded to the address listed in Schedule 1 and must state the
following:
(a) the applicable Order Number;
(b) the contract reference number;
(c) the name of the contact stated in the Order;
(d) full particulars of Goods and Services supplied (including but
not limited to dates of delivery or performance);
(e) the quantity of Goods the subject of the invoice;
(f) the name and telephone number of a contact person of the
Supplier; and
(g) the amount of sales tax (if any) included in the Price.
If invoices are rendered at the time that Goods and Services are
delivered or supplied (respectively), and the Supplier has not
completed a delivery docket in accordance with clause 6.3, the
invoices must also state the information required in clause 6.3(e).
5.3 Invoices rendered on Star City must either be countersigned by a
representative of Star City or be accompanied by a delivery docket
countersigned by a representative of Star City as evidence that the
Goods have been delivered and the Services have been provided.
5.4 Star City may set off or deduct from any monies due to the Supplier
all or any part of monies owed by the Supplier to Star City for any
reason. Such monies may include without limitation any monies owed
to Star City in relation to:
(a) discounts to which Star City is entitled;
(b) any sum in dispute between Star City and the Supplier;
(c) any shortfall in the quantity of Goods delivered; or
(d) any Goods which have been rejected by Star City or for which
Star City has refused to take delivery.
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5.5 Unless otherwise stated in an Order and subject to clause 5.1, Star
City will pay properly rendered invoices within 30 days of receipt
of the invoice.
5.6 If the Supplier offers a discount in respect of the sale of Goods or
supply of Services for payment within a certain period, that period
will not commence until the date of receipt by Star City of the
invoice relating to such Goods or Services.
5.7 The Supplier must take all reasonable steps to legally minimise the
sales tax payable in respect of all Goods and/or Services supplied.
5.8 The Supplier must pass on to Star City any reduction in sales tax on
the Goods and /or Services that occurs due to the application of any
exemption.
5.9 The Supplier must reimburse to Star City any refund or credit of
sales tax received by the Supplier in respect of the Goods and/or
Services as soon as reasonably practical after it is received by or
credited to the Supplier.
6. DELIVERY
6.1 The Supplier shall deliver the Goods to the Delivery Address on the
date or within the period specified in the Order or Schedule 1 or,
if not so specified, within 60 Business Days of Star City placing an
Order on the Supplier.
6.2 Time for delivery of the Goods is of the essence. The Supplier must
notify Star City immediately if the Supplier becomes aware that
Goods (or part thereof) will not be delivered to Star City within
the time specified in clause 6.1 If Goods (or part thereof) are not
delivered in accordance with clause 6.1, Star City may without
prejudice to any other remedy:
(a) cancel the Order without liability to Star City; or
(b) refuse to take delivery of the Goods.
6.3 The Supplier must ensure that the delivery docket for each delivery
of the Goods is displayed prominently and:
(a) quotes the applicable Order Number;
(b) states the name of the contact shown in the Order;
(c) shows full particulars of the Goods;
(d) shows the quantity of Goods delivered;
(e) shows the name of the person delivering the Goods to Star City;
and
(f) states the name and telephone number of a contact person of the
Supplier.
6.4 The Supplier must ensure that each delivery of Goods is accompanied
by any documents specified in Schedule 1.
6.5 Star City's acknowledgment of receipt of Goods by the signing of a
delivery docket shall not infer that Star City has accepted the
Goods in any way whatsoever.
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6.6 If specified in an Order that the Goods are to be delivered by
installments, the agreement will be deemed to be a single contract
and shall not be severable.
6.7 The Supplier shall deliver all Goods during usual business hours,
unless otherwise stated in the Order or otherwise agreed in writing
by Star City. The Supplier shall be responsible for unloading all
Goods at the Delivery Address.
6.8 Where the Delivery Address is a third party warehouse, Star City may
accept delivery of the number of containers specified in the
delivery docket. Such acceptance will not be acceptance of the Goods
for the purpose of clause 7. The Supplier will be liable for
shortages in or breakage to the Goods until Star City has inspected
the Goods pursuant to clause 7. The Supplier will not be liable for
shortages in or breakages to the goods after 14 days from delivery
to the third party warehouse, unless Star City gives written notice
to the Supplier of any shortages or breakages in accordance with
clause 7.
7. ACCEPTANCE OF GOODS
7.1 Star City shall be entitled to reject any Goods not delivered in
accordance with this agreement. Star City shall be deemed to have
accepted Goods unless it has notified the Supplier within 14 days
after delivery that such Goods have been rejected by Star City, or
if the Goods have been used or sold by Star City.
7.2 (a) The Supplier shall be responsible for any costs or charges
incurred in returning rejected Goods to the Supplier.
(b) Unless provided otherwise in Schedule 1, Star City shall not
be obliged to return any packaging or packing material for the
Goods to the Supplier, whether or not any Goods are accepted
by Star City.
7.3 Without prejudice to any other remedy, if any Goods are supplied in
breach of any warranty or representation of the Supplier or are
otherwise not in accordance with the Order or the Specifications,
then Star City may at Star City's sole option:
(a) require the Supplier to repair the Goods or to supply
replacement Goods in accordance with this agreement within the
time period specified by Star City;
(b) require the Supplier, at the Supplier's expense, to accept the
Goods for return and refund any monies paid by Star City in
respect of the Goods;
(c) if the Supplier fails to repair the Goods within the period
referred to in paragraph (a), rectify or have rectified any
defect in the Goods at the Supplier's expense and set off such
expenses against any amount due to the Supplier; or
(d) whether or not Star City has previously required the Supplier
to repair the Goods or supply any replacement goods, treat the
Order as discharged by the Supplier's breach and require the
repayment of any monies which have been paid in respect of the
Goods.
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7.4 For the purpose of inspection and testing, Star City may, at its
option, select a random sample of the Goods in such proportion to
the whole as Star City may consider appropriate, having regard to
the nature of the Goods. In such cases, the result for the sample
shall be used for the purposes of this clause 7. In the event that
any part of the sample of the Goods fails to comply with the Order
or the Specification, Star City may:
(a) reject the whole or part of the Goods; or
(b) require the Supplier to rectify the Goods; and
(c) require the Supplier to submit same for testing and inspection
again.
7.5 Where Star City does not inspect and accept the Goods prior the
shipment, Star City must inspect the Goods or a sample of the Goods
within 14 days of delivery and any notice of Star City's requirement
pursuant to clause 7.4 must be given to the Supplier within that
period.
8. PACKAGING AND LABELLING
8.1 The Supplier shall package all Goods in accordance with any
requirements stated in the Order or the Specification, and if not so
stated, Goods shall be packaged in such a way and by such means as
will ensure that:
(a) the Goods shall be delivered to Star City in good order and
condition and free from damage;
(b) the Goods may be conveniently and properly inspected on
delivery;
(c) the exterior of each separate container is endorsed with the
number and date of the purchase order; and
(d) each separate container, pallet or package is labelled with an
identifying number and the total number of containers, for
example, "Container 1 of 6".
8.2 The Supplier shall at all times comply with all applicable laws and
regulations or the requirements of any carrier in packaging and
packing Goods.
9. QUALITY CONTROL
9.1 If stated in Schedule 1 or the Specification, the Supplier shall
develop and implement quality control systems and procedures
acceptable to Star City. The Supplier shall provide evidence
acceptable to Star City of any third party certification or approval
of the quality systems and procedures.
9.2 The Supplier agrees to grant access to Star City at any time for the
purposes of inspection and verification of the Supplier's quality
systems and procedures.
10. RISK AND PROPERTY
10.1 Risk of loss in and associated with the Goods shall pass to Star
City upon acceptance by Star City in accordance with this agreement.
While risk in the Goods remains with the Supplier, the Supplier
shall insure the Goods with a
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reputable insurer for their full replacement value in respect of any
loss and damage of any kind however caused.
10.2 Title to the Goods shall pass to Star City upon delivery.
11. GENERAL WARRANTIES
11.1 The Supplier represents, warrants and undertakes to Star City that:
(a) the Goods:
(i) will be new on delivery to Star City;
(ii) will be of merchantable quality;
(iii) will be fit for the purposes for which the Goods are
ordinarily used;
(iv) will be fit for the purposes stated in Schedule 1 or
the Specification (if any);
(v) will conform to any description or any sample provided
by the Supplier;
(vi) will conform to the Specification;
(vii) will be free from any defects in materials or
workmanship;
(viii) will conform to any applicable Australian product
standards, which conformity is deemed established when
the Goods are approved by the NSW Casino Control
Authority for operation in the casino;
(b) the Supplier is the owner or licensee of all intellectual
property rights subsisting in the Goods;
(c) no use or sale of the Goods by Star City shall infringe upon
the intellectual property rights of any third party;
(d) the Services will be performed with due care and skill, in a
conscientious, diligent and professional manner which is
higher than or equal to the degree of skill, care and
diligence normally exercised by a recognised professional or
trades person supplies services of a similar nature; and
(e) any goods or materials supplied by the Supplier in conjunction
with the Services will be fit for the purpose for which they
are supplied.
11.2 Except for the express warranties stated in clause 11.1 above,
Supplier disclaims all warranties with regard to the Goods sold
under this agreement including all implied warranties of
merchantability and fitness for a specific purpose.
11.3 The Supplier represents, warrants and undertakes to Star City that
each of the warranties in clause 11.1 is true and correct on the
Commencement Date and the date of each delivery of Goods in
accordance with this agreement.
11.4 The Supplier warrants that at the date the Goods and Services are
provided and at all times during the Term:
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(a) it has the right and authority to enter into this agreement
and to do all things which it is required to do by this
agreement;
(b) all action has been taken by the Supplier to render the
Agreement binding upon it and legally enforceable against it
in accordance with its terms;
(c) the execution of this agreement and its performance in
accordance with its terms by the Supplier:
(i) complies with all necessary consents, registrations,
approvals, licences or permits required by statute,
regulation, governmental policy or administrative
requirement or by any agreement, order or arrangement
binding upon the Supplier; and
(ii) does not violate any law, regulation, government order or
decree or any consent, registration, approval, licence or
permit referred to in sub-clause (i) above or any
agreement or arrangement binding upon the Supplier;
11.5 A breach of any of the warranties in clause 11.1 shall entitle Star
City to give notice to the Supplier under clause 17.
12. WARRANTY
12.1 Without limiting the provisions of clause 11, the Supplier shall:
(a) at Supplier's sole option, repair or replace any defective
Goods during the warranty period stated in Schedule 1 at the
Supplier's expense;
(b) if the Supplier is not the manufacturer of the Goods, provide
to Star City or hold for the benefit of Star City any warranty
offered by the manufacturer of the Goods;
(c) if Star City requires, produce written evidence of any such
manufacturer's warranty and Star City's entitlement under it;
and
(d) at Supplier's sole option, perform any Services again or pay
Star City the cost to it of having those Services provided by
a third party, if the Services delivered are defective or do
not meet the standards required by this agreement.
12.2 If the Supplier fails to correct any defective goods or re-perform
any defective Services, Star City may arrange for the defective
goods and consequential effects to be remedied, or the Services
re-performed, at the Supplier's expense.
12.3 At its own cost and expense, the Supplier shall effect product
liability insurance in respect of the Goods and if so requested,
provide evidence to Star City of the currency of the insurance,
including copies of any applicable policies of insurance.
13. LIABILITY
13.1 The Supplier acknowledges that a breach of this agreement by the
Supplier may result in loss or damage to Star City.
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13.2 Except for liability or damages resulting from Star City's
negligence, the Supplier releases and discharges Star City from all
liability of whatever kind from damage or injury suffered by the
Supplier, its staff, employees and agents as a result or as a
consequence of, or which might arise from providing the Services
under this Agreement.
13.2A In no event shall the Supplier be liable for loss of profits,
indirect, special, incidental, or consequential damages arising out
of any breach of, or obligations under, this agreement.
13.3 The Supplier indemnifies Star City and agrees to hold harmless Star
City from and against all actions, proceedings, suits, claims,
demands, damages, losses, costs, charges and expenses arising in any
way out of the performances of the Services as a result of any:
(a) breach of this agreement by the Supplier;
(b) negligent act or omission of the Supplier (other than an act
done or omitted to be done on Star City's direction) or any
other employee of the Supplier;
(c) actual or alleged infringement of patent, design, trademark,
trade-name, copyright or other proprietary rights owned or
controlled by third parties in connection with the methods of
operations employed by the Supplier or its employees in the
performance of the Services; and
(d) breach of any Federal, State or local law, regulation, ruling,
guideline, standard or directive or of any industry guideline
or standard with respect to the Services supplied by the
Supplier.
13.4 Star City indemnifies the Supplier and agrees to hold harmless the
Supplier from and against all actions, proceedings, suits, claims,
demands, damages, losses, costs, charges and expenses arising from
or as a result of any:
(a) negligent act or omission of Star City (other than an act done
or omitted to be done on the Supplier's direction) or any
employee of Star City; or
(b) breach by Star City of clauses 22 or 31 of this agreement.
14. YEAR 2000 COMPLIANCE
14.1 The Supplier warrants that the Goods/Services supplied by the
Supplier are year 2000 compliant.
14.2 Year 2000 compliant shall mean that neither performance nor
functionality is affected by dates prior to, during and after the
year 2000. In particular:
Rule 1. No value for current date will cause any interruption in
operation.
Rule 2 Date-based functionality must behave consistently for
dates prior to, during and after year 2000.
Rule 3 In all interfaces and data storage, the century in any
date must be specified either explicitly or by unambiguous
algorithms or inferencing rules.
Rule 4 Year 2000 must be recognised as a leap year.
14.3 Amplification of the definition and rules:
Rule 1
1.1 This rule is sometimes known as general integrity.
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1.2 If this requirement is satisfied, roll-over between all
significant time demarcations (eg, days, months, year,
centuries) will be performed correctly.
1.3 Current date means today's date as known to the equipment or
product.
Rule 2
2.1 This rule is sometimes known as date integrity.
2.2 This rule means that all equipment and products must
calculate, manipulate and represent dates correctly for the
purposes for which they were intended.
2.3 The meaning of functionality includes both processes and the
results of those processes.
2.4 If desired, a reference point for date values and
calculations may be added by organisations, eg, as defined
by the Gregorian calendar.
2.5 No equipment or product shall use particular date values for
special meanings, eg, "99" to signify "no endvalue" or "end
of file" or "00" to mean "not applicable" or "beginning of
file".
Rule 3
3.1 This rule is sometimes known as explicit/implicit century.
3.2 It covers two general approaches:
(a) explicit representation of the year in dates: eg, by
using four digits or by including a century
indicator. In this case, a reference may be inserted
(eg, 4-digit years as allowed by ISO standard
8601:1998) and it may be necessary to allow for
exceptions where domain-specific standards (eg,
standards relating to Electronic Data Interchange,
Automatic Teller Machines or Bankers Automated
Clearing Services) should have precedence.
(b) the use of inferencing rules: eg, two-digit years
with a value greater than 50 imply 19XX, those with a
value equal to or less than 50 imply 20XX. Rules for
century inferencing as a whole must apply to all
contexts in which the date is used, although
different inferencing rules may apply to different
datesets.
14.4 GENERAL NOTES
Where a term century is used, clear distinction should be made
between the "value" denoting the century (eg, 20th) and its
representation in dates (eg, 19XX); similarly, 21st and 20XX.
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15. ASSIGNMENT
Neither party shall assign the whole or any part of its obligations under
this agreement, except to a purchaser of the business to which this
agreement pertains, without the prior written consent of the non-assigning
party.
16. NOT USED
17. TERMINATION
17.1 If the Goods are standard stock merchandise, Star City may cancel
any unshipped portion of an Order without further obligation except
to make payment for the Goods actually shipped prior to
cancellation. If the Goods are to be manufactured or fabricated to
Star City's specification, then before completion of the work, Star
City may cancel an Order and the Supplier will stop all work except
as otherwise directed by Star City. Upon cancellation, Star City
will pay to the Supplier the actual out-of-pocket expenses to the
date of cancellation, as approved by Star City, and, unless the
Supplier is in default in delivery or of any other terms or
conditions, an additional 5% of such expenses. In no event will the
total amount to be paid exceed the Price of the Goods which are the
subject of the cancellation. Upon payment, any materials or
uncompleted portions of the work will be the property of Star City.
The Supplier will not be entitled to any prospective profits or
damages by reason of such cancellation.
17.2 Star City shall be entitled to terminate this agreement (and cancel
any unfulfilled Orders) without liability to the Supplier
immediately by giving notice to the Supplier at any time if:
(a) the Supplier enters into any composition with its creditors,
enters into liquidation, suffers the appointment of a
receiver, a receiver and manager, an administrator or similar
officer over all or part of its assets, or an application is
made for, or an event occurs which would allow, any such
person to be so appointed;
(b) the beneficial ownership of, or management of, the Supplier
changes such that control (as that term is defined in the
Corporations Law) passes to persons other than those who
control the Supplier at the Commencement Date;
(c) the Supplier ceases, or threatens to cease, to carry on
business;
(d) the Supplier commits any material breach of a warranty or
provision of this agreement; or
(e) the continuance of dealings would have a detrimental impact on
the ability of Star City to be qualified to hold or maintain
any licences, permits or approvals issued or to be granted by
any Regulatory Authority.
17.3 The Supplier shall be entitled to terminate this agreement (and
cancel any unfulfilled Orders) without liability to Star City
immediately by giving notice to Star City at any time if:
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(a) Star City enters into any composition with its creditors,
enters into liquidation, suffers the appointment of a
receiver, a receiver and manager, an administrator or similar
officer over all or part of its assets, or an application is
made for, or an event occurs which would allow, any such
person to be so appointed; or
(b) Star City ceases, or threatens to cease, to carry on business.
17.4 Either party may, upon ninety days notice, terminate this agreement,
provided that such termination shall not affect the parties'
obligations in any other agreements which the parties have entered
prior to the date of termination of this agreement.
18. CO-OPERATION AND SUPPORT
18.1 The Supplier acknowledges that Goods and Services to be supplied
under this agreement will need to interface and remain compatible
with the gaming management system proprietary to International Game
Technology Inc and supplied and installed at the Casino by IGT's
Australian subsidiary ("IGT System"). The IGT System is currently
operational at Star City and the Supplier's Goods will need to work
with that system in order to provide an operational and functioning
system for Star City's purposes.
The Supplier warrants that it will during the course of this
agreement:
(a) work and co-operate with IGT and its staff;
(b) keep its software and associated equipment compatible with the
IGT System; and
(c) at the request of Star City, keep IGT and its staff involved
with the IGT System informed of developments, modifications,
improvements or upgrades to its Goods and related
documentation as required to achieve the purposes of this
agreement, provided however that the Supplier is not required
to submit such information to IGT unless IGT agrees to
maintain it in confidence and executes a non-disclosure
agreement suitable to the Supplier to achieve this purpose.
Likewise, the Supplier will maintain IGT confidential
information in confidence and will execute a non-disclosure
agreement suitable to IGT for this purpose.
It is the intention of these warranties that the Supplier will use
its best endeavours to ensure that the interface or interfaces
between its Goods and the IGT System will be and remain compatible
and workable so that Star City has a complete working system for the
provision of a world class gaming product to its customers.
Star City acknowledges that it will maintain a relationship with
IGT, particularly that covering maintenance and/or support of the
IGT System. Star City intends, subject to negotiating acceptable
commercial terms (including terms similar to those set out in this
clause 18), to enter into a maintenance and/or support contract with
IGT which will oblige IGT to work and co-operate with the Supplier
16
and its staff in order to provide an operational and functioning
system for Star City's purposes.
18.2 The Supplier will ensure that sufficient resources (including
technical support) are made available in Sydney, Australia, during
the course of this agreement to comply with the warranties contained
in this agreement. Any additional contractual terms applicable to
maintenance or support services to be provided by the Supplier will
be the subject of negotiation and agreement between the partners.
The fees associated with those services will be agreed on an annual
basis, or as otherwise agreed, and will not exceed industry
standards.
18.3 The Supplier acknowledges and agrees that Goods to be supplied under
this agreement may be deemed by the NSW Casino Control Authority
("CCA") to be gaming equipment and therefore must be tested and
approved by or on behalf of the CCA prior to commissioning at the
Casino. The Supplier will provide all reasonable assistance and
co-operation to Star City and the CCA (or its nominated testing
agency) to obtain the relevant approval for any Goods. Star City
will pay the costs of the CCA in doing so, but the Supplier will
bear its own costs associated with that testing and approval
process. Any delay in testing and/or approval of Goods due to or
arising from the Supplier will give rise to a commensurate delay in
Star City being obliged to perform its obligations under this
agreement. If the approval of the CCA (or its nominated testing
agency) cannot be obtained at all, or a material delay will be
caused by failure to obtain that approval, Star City may
(notwithstanding any other clause in this agreement) to cancel any
Order for Goods and the Supplier will not be entitled to any payment
or compensation in relation to those Goods or any related Services.
In particular, and without limiting the generality of the foregoing,
the Supplier acknowledges that it is aware of the requirements of
the CCA concerning the IGT System. These requirements are set out in
schedule 2 to this agreement. The Supplier acknowledges that in
supplying its Goods or Services under this agreement, those
requirements are fundamental to Star City's continued ability to use
the IGT System.
18.4 The parties will agree on suitable acceptance tests for computer
related software and hardware supplied under this agreement. Those
tests will be agreed between Star City and the Supplier prior to
delivery of Goods and will:
(a) contain a specific set of tests and a test schedule;
(b) set out required levels of functionality, compatibility,
resistance, reliability and performance levels;
(c) oblige the Supplier to verify, diagnose and correct any
malfunction, defect or suspected error in the Goods;
(d) provide for printed evidence of suspected faults to be
obtained; and
(e) set out a regime for recording faults during testing and the
actions to be taken and timeframe needed by the Supplier to
remedy those faults.
17
18.5 Star City will use its best efforts to support the Supplier in
interfacing and co-ordinating with:
(a) the CCA and other applicable regulatory bodies;
(b) Star City suppliers, including both but not limited to IGT;
and
(c) organisations and contractors who may affect the Supplier's
ability to perform under this agreement.
19. CASINO CONTROL ACT 1992
19.1 The parties covenant to provide information to the Casino Control
Authority which it requires and to comply with any lawful notice
from the Casino Control Authority including a notice requiring this
agreement to be terminated.
19.2 The parties agree that if this agreement is terminated by either
party in response to a notice of the Casino Control Authority under
Section 39 of the Casino Control Act or by operations of the Act,
neither party shall thereafter have any claim against the other,
other than for any antecedent breach by a party of any obligation
under this agreement.
19.3 This contract is a controlled contract within the meaning of the
Casino Control Act 1992 ("the Act").
Parties to this contract may be required to provide information to
the Casino Control Authority ("the Authority").
This contract may be terminated in certain circumstances.
A party to this contract may be served with a notice in writing by
the Authority affording the party an opportunity to show cause
within 14 days why the contract should not be terminated on the
grounds that, for reasons specified in the notice, it is not in the
public interest for the contract to remain in force.
A party served with a notice may, within the period of 14 days
specified in the notice, arrange with the Authority for the making
of submissions as to why the contract should not be terminated.
After considering any submissions so made, the Authority may, by
notice in writing served on each party to the contract, require the
contract to be terminated within a time specified in the notice.
If the contract is not terminated as required by the notice it is
terminated by the operation of section 39 of the Act.
If the contract is terminated in accordance with Division 2 of Part
3 (sections 36-42) of the Act:
(a) the termination does not affect a right acquired, or a liability
incurred, before that termination by a person who was a party to the
contract, as a result of the performance before that termination of
any obligation imposed by the contract; and
(b) no liability for breach of contract is incurred by a person who was
a party to the contract by reason only of that termination; and
18
(c) neither the Crown nor the Authority incurs any liability by reason of
that termination.
A party to a contract terminated in accordance with Division 2 of Part
3 of the Act commits an offence under section 41 of the Act and is
liable to a penalty not exceeding 100 penalty units if the party gives
any further effect to any part of the contract.
20. OBLIGATION TO CASINO CONTROL AUTHORITY
If the Supplier has or is required to complete an Enterprise Assessment
Form it undertakes to advise the Authority in writing, of any material
change or new information in relation to its state of affairs within 14
days of the change occurring. A material change or new information would
include but is not limited to, a change in directors, the granting or
release of security, the appointment of an administrator, any legal
proceedings threatened or commenced against the Supplier and financial
statements prepared and/or lodged with any governmental authority.
21. GRATUITY
The Supplier is prohibited from making any offer of payment in any form by
way of payment, discount, rebate, offer, gift, intangible benefit or other
benefit to any employee, representative, agent, consultant, operator or
other persons associated with Star City or any other Star City group
company.
22. CONFIDENTIALITY
22.1 In this clause, "Confidential Information" means any statement,
contract, agreement, specification, drawing, report, data, plans,
forecasts, knowledge or information at any time disclosed (whether
in writing or orally) to, or acquired by the Supplier in relation to
the Goods, the Services, the Casino and its related operations
except to the extent that such statement, contract, agreement,
specification, drawing, report, data, plans, forecasts, knowledge or
information was at the time of such disclosure or acquisition, or
thereafter comes into the lawful possession of the relevant person
or the public other than through a breach of the terms of this
agreement or where such confidential information is required by law
to be disclosed.
22.2 The parties agreed that for a period of 5 years from date of
receipt, they will treat all Confidential Information received from
the other party as confidential and will not without the prior
written consent of the other party:
(a) disclose, publish or communicate or permit the disclosure,
publication or communication of the Confidential Information
or any part of it to any person, firm or company other than
for the performance of this agreement; or
(b) make copies or permit the making of copies of the Confidential
Information or any part of it except to the extent reasonably
necessary to perform this agreement.
19
22.3 The receiving party must, on the request of the disclosing party
following the termination or suspension of negotiations of the
fulfillment of this agreement, return all documents and other
materials in its possession relating to or containing any
Confidential Information and the receiving party must not retain any
copies or replicas of any such documents.
22.4 The obligations contained in this Article 22 shall survive the
termination of this agreement.
23. OCCUPATION HEALTH AND SAFETY ISSUES
23.1 Where chemicals are used in the supply of the Goods or in connection
with the supply of any services (including the Services) by the
Supplier, the Supplier will provide to Star City in respect of each
chemical product a Material Safety Data Sheet.
23.2 The Supplier shall generally and where appropriate, supply adequate
health and safety information concerning the Goods and shall ensure
that the Goods will be safe when properly used and/or stored. The
Supplier shall at all times keep Star City informed of all relevant
information which becomes known to the Supplier concerning the use,
supply, maintenance and/or storing of the Goods.
23.3 All information required to be provided to Star City in accordance
with clauses 23.1 and 23.2 will be provided by the Supplier to the
Star City Contact.
23.4 The Supplier will comply with all obligations imposed on it by law
including any relevant Occupational Health and Safety legislation.
24. GENERAL
24.1 All rights given to Star City by this agreement may be exercised by
any related corporation (as defined by the Corporations Law) of Star
City.
24.2 Any notice required or permitted to be given by either party to the
other under this agreement shall be in writing addressed to the
other party at the address specified in Schedule 1 or on the Order
or such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice. Such
notices may be given by personal delivery, facsimile or pre-paid
post.
24.3 Any indulgence, forbearance or extension of time which Star City may
grant to the Supplier in relation to this agreement or any matter or
thing relating to or arising from it shall not in any way prejudice
or interfere with Star City's rights under this agreement and shall
not be claimed to constitute a waiver of it.
24.4 If any provision of this agreement is held by any competent
authority to be invalid or unenforceable in whole or in part, the
validity of the other provisions of this agreement and the remainder
of the provision in question shall not be affected thereby.
20
24.5 This agreement shall be governed by the laws of the State of New
South Wales and the parties agree to submit to the non-exclusive
jurisdiction of the courts of that State.
24.6 If there is any conflict between this agreement and an Order, the
Order shall prevail to the extent of any inconsistency.
25. FORCE MAJEURE
25.1 If a party is unable either wholly or partially, as a result of a
force majeure, to carry out its obligations under this agreement,
and:
(a) notifies the other party promptly of the force majeure giving
details of the force majeure, the extent to which it is unable
to perform its obligations; and
(b) attempts to remove the force majeure as quickly as possible;
then that party's obligations will be suspended for the period of
time it is affected by the force majeure.
25.2 If after a period of 1 month, the force majeure has not ceased, the
parties will meet in good faith to attempt to achieve a mutually
satisfactory resolution to the problem.
25.3 The requirement to remove a force majeure does not impose any
obligation on a party to settle strikes or any industrial disputes
or demands by a government on terms adverse to it.
25.4 In this clause, "force majeure" means an act of God, strike,
industrial dispute, declaration of war, blockade, disturbance,
lightning, fire, earthquake, storm, flood, explosion, governmental
or semi-government restraint, expropriation, prohibition,
intervention, direction, embargo, and any other cause which is not
reasonably within the party's control.
26. FUTURE ORDERS
26.1 The Supplier agrees that the terms and conditions set out in this
agreement will apply to the future provision of Goods or Services
by the Supplier, subject to such conditions and particulars as may
be set out in future purchase orders and subsequent agreements
submitted to the Supplier by Star City. Any terms and conditions
set out in this agreement which are inconsistent with future
purchase orders shall not apply. Additional and associated Services
or variations to the existing Services may be requested by Star
City from time to time. Confirmation of variations and additional
Services will not be valid, unless Star City issues an Order to the
Supplier.
26.2 An Order shall not be deemed to have been issued and shall not be
capable of acceptance by a Supplier unless the Order bears an Order
Number and is signed by an employee of Star City authorised for
that purpose and is issued by Star City's Purchasing Department to
the Supplier.
21
26.3 No Order will be recognised by Star City for any purpose, and no
invoice rendered by a Supplier will be accepted by Star City,
unless the applicable Order Number is shown on the relevant Order
or invoice in accordance with clause 5.2. Star City shall have no
liability to any Supplier in the event Services are supplied
contrary to the requirements of this Agreement, and the supply of
such Services shall be entirely at the Supplier's risk.
27. STAR CITY PREMISES
27.1 The Supplier shall, when using the Premises or any facilities
occupied by Star City, comply with all directions, procedures and
policies of Star City from time to time relating to occupational
health and safety, security or otherwise in relation to the use of
and access to the Premises or in regard to any facilities on the
Premises.
27.2 The Supplier shall ensure that:
(a) no injury or damage is caused to persons or to property; and
(b) no trespass to property is committed, arising out of or in
connection with this agreement,
by the Supplier or any employee or agent of the Supplier.
28. EQUIPMENT
28.1 The Supplier shall provide all equipment necessary for use in
connection with the provision of the Services.
28.2 The Supplier shall ensure that all equipment is maintained in good
working order, repair and condition at all times and is fit for the
purpose of providing the Services.
29. RELATIONSHIP
29.1 Nothing in this agreement constitutes a relationship of employer and
employee, principal and agent, or partnership between Star City or
its related bodies corporate (as defined in the Corporations law)
and the Supplier.
29.2 The Supplier must not, and will ensure that its staff do not, assume
or create or attempt to assume or create, directly or indirectly,
any obligation on behalf of or in the name of Star City or a related
body corporate (as defined in the Corporations law) of Star City.
30. SUB-CONTRACTORS
30.1 The Supplier shall advise Star City of the details of any
sub-contractors engaged by the Supplier. No sub-contractor shall be
engaged by the Supplier to provide Services without the prior
consent of Star City. The Supplier shall be fully responsible for
the performance of the Services notwithstanding the consent of Star
City or that the Supplier has sub-contracted the performance of any
part of the Services.
22
30.2 The Supplier shall be responsible for ensuring the suitability of
any proposed sub-contractor for any specific work envisaged and that
all work performed by sub-contractors meets the requirements of this
agreement.
31. INTELLECTUAL PROPERTY
31.1 The Supplier acknowledges that Star City is the proprietor of all
Intellectual Property of Star City provided to the Supplier prior to
or in the course of this agreement and that it is supplied to the
Supplier for the purposes of providing Services under this agreement
only.
31.1A Star City acknowledges that the computer programs, system protocols,
system documentation manuals, and trademarks supplied by the
Supplier to Star City are proprietary to the Supplier. Star City
agrees with the Supplier that the programs, documentation and all
information or data supplied by Supplier in machine-readable form
are trade secrets of the Supplier, are protected by civil and
criminal law, and by the law of copyright, are very valuable to the
Supplier, and that their use and disclosure must be carefully and
continuously controlled. Accordingly, at no additional royalty or
fee, Star City shall execute Supplier's End User Software License
Agreement (the terms of which are to be agreed between the parties)
prior to installation of such software at the Casino.
31.2 Except as otherwise provided in this agreement, nothing contained in
this agreement shall be deemed, by implication, estoppel or
otherwise, to grant to Star City any right or licence in respect of
any of the Intellectual Property of the Supplier at any time.
31.3 The Supplier at its own expense will defend and indemnify Star City
in any action brought against Star City to the extent that it is
based on a claim that the Goods used within the scope of this
agreement infringe any trademark, patent or copyright, provided that
the Supplier is immediately notified in writing of such claim. The
Supplier shall have the right to control the defence of all such
claims, lawsuits and other proceedings. In no event shall Star City
settle any such claim, lawsuit or proceeding without the Supplier's
prior written approval.
If, as a result of any claim of infringement against any patent or
copyright, Star City is enjoined from using the Goods, or if the
Supplier believes that the Goods are likely to become the subject of
a claim of infringement, the Supplier at its option and expense may
procure the right for Star City to continue to use the Goods, or
replace or modify the Goods so as to make them non-infringing. The
foregoing states the entire liability of the Supplier with respect
to infringement of any trademarks, copyrights or patents by the
Goods.
32. INSURANCE
32.1 The Supplier must maintain and effect at its own expense during the
term of this agreement valid and enforceable insurance policies with
insurers approved by Star City, which:
23
(a) name the Supplier, and Star City and other interested parties
as notified by Star City to the Supplier (and include their
personnel), as co-insured persons in relation to the supply
of Goods and/or provision of Services pursuant to this
agreement;
(b) in relation to any public liability insurance, include a
cross liability clause enabling one insured person to claim
against the insurer even if the party making the claim
against the insured person is also insured under the policy;
(c) where specified, provide at least the level and types of
coverage specified in Schedule 1 for each occurrence; and
(d) be on terms acceptable to Star City.
32.3 The Supplier:
(a) must effect and maintain statutory workers' compensation
insurance to cover any claim by any employee of the Supplier;
(b) provide certification of workers' compensation arrangements
to Star City if requested; and
(c) irrevocably waives all rights it may (but for this clause)
have had from time to time against Star City in relation to
or in connection with any claim by any employee of the
Supplier.
32.2 At the request of Star City, the Supplier shall provide
certificates of currency of its insurance policies or such other
documentary evidence as may be required by Star City from time to
time.
33. SPECIAL CONDITIONS
33.1 The Supplier shall ensure that:
(a) it renders the Services at all times in a polite and helpful
manner and shall provide the Services in a safe manner;
(b) all persons engaged by it in the provision of the Services
shall be of neat and clean appearance at all times and shall
comply with any specific dress and other requirements set out
by Star City from time to time;
(c) all persons engaged by it in the provision of the Services
wear such uniforms and identifying materials (e.g. name tags
or badges) as may reasonably be requested by Star City from
time to time;
(d) any uniforms worn by persons in the provision of the Services
are in good repair and the Supplier shall be responsible for
and shall arrange regular cleaning of all such uniforms to
the satisfaction of Star City;
(e) without limiting sub-clause (c), any security cards or
identity cards issued by Star City to the Supplier's
personnel must be worn by all such personnel at all times
during and promptly returned to Star City at the conclusion
of the provision of the Services;
24
(f) Star City may, without assigning any reason, notify the
Supplier that any particular employee of the Supplier is
unsuitable by reason of matters of security, confidentiality
or other matter relevant to the conduct of the Star City
business to perform Services under this agreement where upon
Star City shall be entitled to deny access to the Premises to
such person;
(g) the Supplier shall be responsible to ensure that all its
employees who come onto the Premises for the purposes of this
agreement are over the age of 18 years. The Supplier shall
indemnify and keep indemnified Star City for any loss, cost
or expense incurred by reason of any such employee being less
than 18 years of age;
(h) the Supplier shall ensure that it complies with all
Commonwealth and State industrial relations legislation,
including any award, agreement, industrial instrument or
arrangement it has entered or is required to comply with,
pursuant to or arising from such industrial relations
legislation; and
(i) In accordance with s127 of the Industrial Relations Act 1996
(NSW), the Supplier shall ensure that at the time of seeking
payment for services under this contract, it will provide
Star City with a statement that all remuneration payable to
the relevant employees for work under the contract has been
paid for that period of time for which payment is sought.
33.2 The Supplier shall have in place policies and procedures for
the training of its staff including policies of the Supplier in
relation to occupational health, health and safety, industrial
relations policy, security awareness (if applicable) and quality
assurance and systems procedures (if applicable).
25
SCHEDULE 1
- ---------------------------------------------------------------------------------------------------
Clause 1.1 Description of Goods and Services: Prices and Fees
Supply electronic gaming equipment Each element of the Goods and Services
and all other additional or will be negotiated on an individual basis
related services required by Star with Orders being placed for each
City and normally provided by the separate component and will be subject to
Supplier incidental to such Goods the terms and conditions of this
and Services agreement.
- ---------------------------------------------------------------------------------------------------
Clause 4.2 Price Adjustment: Once an Order has been placed by Star City
there will be no price adjustment. Pricing
will be based on the quote received from
the Supplier.
- ---------------------------------------------------------------------------------------------------
Clause 5.2 Address for submission of Invoices: ACCOUNTS PAYABLE, FINANCE DEPARTMENT, STAR
CITY, PO BOX Q192, QVB POST OFFICE 1230.
- ---------------------------------------------------------------------------------------------------
Clause 6.1 Delivery deadline: as described in Star City's Orders from
time to time
- ---------------------------------------------------------------------------------------------------
Clause 6.4 Documents required with delivery as described in Star City's Orders from of
Goods: time to time
- ---------------------------------------------------------------------------------------------------
Clause 7.2(b) Return of Packaging Material: STAR CITY WILL NOT BE RETURNING PACKAGING
MATERIAL TO THE SUPPLIER
- ---------------------------------------------------------------------------------------------------
Clause 9.1 Quality Systems and Procedures: TO BE ADVISED
- ---------------------------------------------------------------------------------------------------
Clause 11.1 Purpose of Goods: Electronic Gaming
- ---------------------------------------------------------------------------------------------------
Clause 12 Period of Warranty: 12 MONTHS FROM DELIVERY AND INSTALLATION
OF THE GOODS AND SERVICES.
- ---------------------------------------------------------------------------------------------------
Clause 24.2 Address for Notices: Star City:
80 Pyrmont Street, Pyrmont NSW 2009
Tel: 612 9777 9000
Fax: 612 9657 8344
Supplier:
815 NW 9th Street, Corvallis Oregon USA
97330
Tel: 541 7537648
Fax: 541 7537524
- ---------------------------------------------------------------------------------------------------
Clause 32 Insurance 1. Public liability insurance covering
bodily injury, death and property
danger in an amount of not less
than $5,000,000 for each and every
occurrence and $6,000,000 in the
aggregate for any one period of
insurance.
2. Professional indemnity insurance
$10,000,000
- ---------------------------------------------------------------------------------------------------
26
SCHEDULE 2
REQUIREMENTS OF THE CCA
The IGT system is required to provide Star City and regulatory officials with
the following features:
1. Analysis
to provide daily, weekly, monthly and annual analysis of turnover (ie,
handle), revenue (ie, cash box amount), percentage payout, cancelled
credits, and payout for gaming devices (by individual device, type of
device, or in total).
2. Machine Security
to provide computer screen viewing, terminal alarm and hard copy
transaction listing of all mains power failures and access to machine
door, hopper, cash box and logic board.
3. Jackpots
to provide computer screen viewing, terminal alarm and hard copy
transaction listing of jackpot wins (stand alone machines and linked
progressive machines).
4. Generation of Documents
to provide computer generation of documents in the coin bank for hopper
refills, cancelled credits and jackpot payouts.
5. Revenue Count
to provide storage and recording and revenue data transmitted from
computerised scale weighing (hard count process) of cash box contents from
each machine and highlight any variances from the cash count with the
amount recorded on the machines electronic meter.
27
EXECUTION
STAR CITY PTY LIMITED
Signed for and on behalf of STAR CITY PTY LTD by its duly authorised officer
- ----------------------------------------
Signature of authorised officer
- ----------------------------------------
Name of authorised officer
- ----------------------------------------
Title of authorised officer
before me:
- ----------------------------------------
Signature of witness
- ----------------------------------------
Name of witness
Signed for and on behalf of ACRES GAMING INCORPORATED by its duly authorised
officer
- ----------------------------------------
Signature of authorised officer
- ----------------------------------------
Name of authorised officer
- ----------------------------------------
Title of authorised officer
before me:
- ----------------------------------------
Signature of witness
- ----------------------------------------
Name of witness
28
PURCHASE ORDER
DATE 17/05/99
SUPPLIER: ACRES GAMING INCORPORATED BILL TO: STAR CITY PTY LTD SHIP TO:
SERVICES ONLY
815 NW 9TH STREET ACCOUNTS PAYABLE DEPT.
CORVALLIS, PO BOX Q192
OREGON 97330 QVB POST OFFICE 1290
- -------------------------------------------------------------------------------------------------------
DESCRIPTION BRAND, PART OR CATALOGUE DELIVERY QUANTITY UOM UNIT COST EXTENDED COST
NUMBER DATE
- -------------------------------------------------------------------------------------------------------
17/05/1999 1.000 EA 1,324,352.9000 1,324,352.90
ACRES BONUSING SYSTEM - PHASE 1 US$875,000
NOTE: INDICATIVE RATE OF .6607 DATED
17/5/99 USED TO CONVERT TO $AUD
ACRES BONUSING SYSTEM - 2ND PAYMENT
NOTE: PAYABLE 30 DAYS AFTER APPROVED 17/05/1999 1.000 EA 1,324,352.9000 1,324,352.90
INSTALLATION. INDICATIVE RATE OF .6607
USED TO CONVERT TO $AUD
ACRES BONUSING SYSTEM - FINAL PAYMENT
NOTE: PAYABLE 18 MONTHS FROM DATE OF 17/05/1999 1.000 EA 2,389,147.8700 2,389,147.87
APPROVED INSTALLATION. THIS ORDER IS
PLACED PURSUANT TO CONTROLLED CONTRACT
00279 AND IS SUBJECT TO THE TERMS OF
THE ATTACHED ACRES BONUS SYSTEM, STAR
CITY UPGRADE DATED 10 MAY '99. THE
CONTROLLED CONTRACT PREVAILS OVER ANY
INCONSISTENT TERMS.
- -------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------
TOTAL INCLUSIVE OF SALES TAX AND DELIVERY CHARGES 5,037,853.67
------------------------------------------------------------------------------
THIS ORDER IS SUBJECT TO STAR CITY PTY LIMITED STANDARD TERMS AND CONDITIONS OF
PURCHASE OR, IF A SUPPLY AGREEMENT IS IN PLACE BETWEEN STAR CITY PTY LIMITED AND
THE SUPPLIER, THEN IT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT AGREEMENT.
29
ACRES BONUS SYSTEM
STAR CITY UPGRADE
This proposal outlines costs, terms, timelines, Star City requirements and
specifications for upgrading the current Star City system to support Phase 1
bonuses.
BONUS UPGRADE COSTS
- ----------------------------------------------------------------------------------
Qty Description Price Each Total
- ----------------------------------------------------------------------------------
1,500 CCCE cable harnesses * *
- ----------------------------------------------------------------------------------
1 CCCE Software * *
- ----------------------------------------------------------------------------------
1,500 Phase 1 Bonus Upgrade Software * *
- ----------------------------------------------------------------------------------
TOTAL $3,328,510
- ----------------------------------------------------------------------------------
* -- confidential portion omitted and filed separately with the SEC
Prices are in US dollars and exclude shipping, taxes, duties and installation
travel and lodging expenses. While technical support for regulatory approvals is
included, any fees charged by testing agencies or regulatory authorities are
excluded.
Shipping, travel and lodging expenses are billed to Star City at cost. Whenever
possible, Star City facilities will be used for food and lodging.
PAYMENT TERMS
Deposit with Order $ 875,000
2nd Payment after 30 days of satisfactory operation in Star City's $ 875,000
production environment.
18 equal payments (beginning 60 days after start of satisfactory operation) $ 87,695
==========================================================================================
Total $3,328,510
A discount of $250,000 (US) is offered if, in lieu of 2nd payment described
above, a final payment of $2,203,510 is received resulting in a net price of
$3,078,510, exclusive of shipping, duties, travel, etc.
WARRANTY
All bonus software is warranted for 90 days. If Star City contracts with Acres
Gaming for a maintenance contract on the basic system, Acres Gaming will extend
warranty support on these bonuses until June 30, 2002 or until Star City
discontinues the basic service contract, whichever comes first. For as long as
the basic service contract remains in effect, terms of support, response time
and training for the bonus upgrade features described in this proposal will be
identical to the support, response time and training provisions outlined in the
basic service contract agreement.
30
TIMELINE
Receipt of Order and Deposit Start of project
Shipment of 1,500 cable harnesses +3 weeks
Beginning of installation in test bed +4 weeks
Beginning of regulatory testing +5 weeks
Estimated installation on floor (pending approval) +9 weeks
Bonusing becomes operational 9 weeks after receipt of order, based upon a four
week regulatory testing and approval cycle. For an August 1, 1999 startup, the
order must be received no later than May 21. An earlier beginning is highly
recommended.
STAR CITY REQUIREMENTS
- - Test bed must be available continuously for 6 weeks prior to date on which
bonuses are to be launched (June 15th for an August 1 opening).
- - Star City is responsible for installation of CCCE cable harnesses in
gaming machines
- - Star City contracts with regulatory testing agency and gains all required
approvals. Acres Gaming provides full technical support for all
submissions and testing. Approval applications are the responsibility of
Star City
- - Star City is responsible for all player education, marketing and
collateral material.
- - Star City makes appropriate employees available for training at least two
weeks prior to launch of bonusing.
- - Star City must assist in causing IGT to make required changes in the IGS
system to properly support bonuses.
In order to implement bonusing, specific changes are required in the IGS
host system. Star City, and Acres gaming will, on a best efforts basis,
cause IGT to make such changes. Given Star City's commercial influence
with IGT, it would be a requirement that Star City take the lead in all
such transactions. However, Acres gaming would assist where possible, in
similar fashion to that stated in cooperation related clauses in the
controlled contract.
It is noted that Acres Gaming has limited influence with IGT, however it
is anticipated that Acres Gaming can increase this level of influence
through formalising arrangements relating to MEAL system changes in ABS,
off-set against bonusing changes in IGS. There will be no charge to Star
City, Acres Gaming or IGT for the efforts required under this arrangement.
PHASE 1 - BONUSES SPECIFICATIONS
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC