# Phone: (920)869-2214 (2017) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/tribal%3Aoneida_nation%3Aa9389c714ff686fd ## Record - **Collection:** Tribal code - **Document type:** Tribal code ## Text Oneida Nation Post Office Box 365 Oneida, WI 54155 Phone: (920)869-2214 BC Meeting Materials November 30, 2017 Open Session – Public meeting materials CERTIFICATION I, the undersigned, as Secretary of the Oneida Business Committee, hereby certify that the following 59 pages are the Open Session – Public meeting materials presented at a meeting duly called, noticed and held on the 30th day of November, 2017. ____________________________ Lisa Summers, Tribal Secretary Oneida Business Committee Public Packet Page 1 of 54 Oneida Business Committee Special Meeting 8:30 a.m., Thursday, November 30, 2017 BC Conference Room, 2nd floor, Norbert Hill Center Agenda To get a copy of the agenda, go to: oneida-nsn.gov/government/business-committee/agendas-packets/ I. CALL TO ORDER AND ROLL CALL II. OPENING III. ADOPT THE AGENDA IV. OATHS OF OFFICE A. Oneida Election Board Alternates – Kalene White, Lori Elm, Melinda K. Danforth, Patricia Moore, Paula Fish, Shannon King, Candace House V. STANDING COMMITTEES A. Finance Committee Chair: Trish King, Treasurer 1. Approve six (6) Gaming Capital Expenditures: a) Aristocrat – Twenty-four (24) games for a total of $485,592.00 b) Bally – Thirty (30) games for a total of $598,400.00 c) Konami – Sixteen (16) games for a total of $257,612.36 d) IGT – Twenty-two (22) purchased games & twenty (20) games at no-charge for a total of $358,9992.75 e) Incredible Technologies – Six (6) purchased games & four (4) leased games for a total $124,4440.00 f) American Gaming Systems – Eighteen (18) games for a total of $309,500.00 Oneida Business Committee Special Meeting Agenda of November 30, 2017 Page 1 of 2 Public Packet Page 2 of 54 VI. NEW BUSINESS A. Approve revised OBC SOP entitled Selection of Family Court Judge Sponsor: Lisa Summers, Secretary B. Approve posting Family Court Judge position Sponsor: Lisa Summers, Secretary VII. EXECUTIVE SESSION A. New Business 1. Approve limited waiver of sovereign immunity – Conduent Healthcare Knowledge Solutions Inc. agreement – file # 2017-1333 Sponsor: Debbie Danforth, Division Director/Comprehensive Health – Operations 2. Review Family Court Judge job description; and determine next steps Sponsor: Lisa Summers, Secretary VIII. ADJOURN Posted on the Oneida Nation’s official website, www.oneida-nsn.gov, at 2:40 p.m., Monday, November 27, 2017, pursuant to the Open Records and Open Meetings Law, section 7.17-1. The meeting packet of the open session materials for this meeting is available by going to the Oneida Nation’s official website at: https://oneida-nsn.gov/government/business-committee/agendas-packets/ For information about this meeting, please call the Business Committee Support Office at (920) 869-4364 or (800) 236-2214. Oneida Business Committee Special Meeting Agenda of November 30, 2017 Page 2 of 2 Public Packet Page 3 of 54 Oneida Business Committee Agenda Request 1. Meeting Date Requested: 11 / 30 / 17 2. General Information: Session: Open Agenda Header: Executive - See instructions for the applicable laws, then choose one: Oaths of Office Accept as Information only Action - please describe: Administer Oaths of Office to Kalene White, Lori Elm, Melinda K Danforth, Patricia Moore, Paula Fish, Shannon King, ====== Peril Huff and Candace House for Alternates on the Election Board. 3. Supporting Materials Report Resolution Contract Other: 1. 3. 2. 4. Business Committee signature required 4. Budget Information Budgeted - Tribal Contribution Budgeted - Grant Funded Unbudgeted 5. Submission Authorized Sponsor / Liaison: Lisa Summers, Tribal Secretary Primary Requestor/Submitter: Brooke Doxtator Board, Committee and Commissions Supervisor Your Name, Title / Dept. or Tribal Member Additional Requestor: Name, Title / Dept. Additional Requestor: Name, Title / Dept. Page 1 of 2 Public Packet Page 4 of 54 Oneida Business Committee Agenda Request 6. Cover Memo: Describe the purpose, background/history, and action requested: The following request was made at the November 8, 2017 BC Meeting: IX. New Business H. Post eight (8) Oneida Election Board alternate positions for 2017 Special Election on December 2, 2017 Chair: Racquel Hill Liaison: Tehassi Hill, Chairman The request was approved and the alternate positions were posted for seven days. Eight (8) applications were received by the deadline of November 14, 2017. 1) Save a copy of this form for your records. 2) Print this form as a *.pdf OR print and scan this form in as *.pdf. 3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org Page 2 of 2 Public Packet Page 5 of 54 Oneida Business Committee Agenda Request 1. Meeting Date Requested: 11 / 30 / 17 2. General Information: Session: Open Agenda Header: Executive - See instructions for the applicable laws, then choose one: Standing Committees Accept as Information only Action - please describe: Approval of Six Gaming Capital Expenditures that were approved by the Finance Committee on November 13, 2017. 3. Supporting Materials Report Resolution Contract Other: 1. 6 Gaming Capital Expenditure Requests 3. 2. 4. Business Committee signature required 4. Budget Information Budgeted - Tribal Contribution Budgeted - Grant Funded Unbudgeted 5. Submission Authorized Sponsor / Liaison: Trish King, Tribal Treasurer Primary Requestor: Larry Barton, Chief Financial Officer Your Name, Title / Dept. or Tribal Member Additional Requestor: Submitted by: Denise Vigue, Executive Assistant/Finance Name, Title / Dept. Additional Requestor: Name, Title / Dept. Page 1 of 2 Public Packet Page 6 of 54 Oneida Business Committee Agenda Request 6. Cover Memo: Describe the purpose, background/history, and action requested: Oneida Business Committee approval is required in order for Gaming Slots to immediately move forward with the Purchasing process of these slot games/machines discounts are a limited time offer. FC DRAFT Meeting Minutes Excerpt of 11/13/17: V. Capital Expenditures: 2. Aristocrat (24) Games Amount: $485,592.00 David Emerson, Gaming Slots David was present to discuss requests 2 through 7 including; these are their annual requests for slot games/ machines for the year; there may be one or two more later on; this is to replace underperforming machines on the floor and add newest/popular games; he provided handouts of legal reviews and other approvals as they were not completed in time when submitted; he also provided ROI data of machines as reference/information; timing critical to take advantages of discounts afforded this time of the year. Motion by Larry Barton to approve the Gaming Capital Expenditure requests two through seven in the amounts stated pending all approvals are submitted. Seconded by Shirley Barber. Motion carried unanimously. 3. Bally (30) Games Amount: $598,400.00 David Emerson, Gaming Slots See Motion in Capital Expenditures #2. 4. Konami (16) Games Amount: $257,612.36 David Emerson, Gaming Slots See Motion in Capital Expenditures #2. 5. IGT (22) Purchase & (20) Games No-Charge Amount: $358,992.75 David Emerson, Gaming Slots See Motion in Capital Expenditures #2. 6. Incredible Technologies (6) Purchase & (4) Lease Games Amount: $124,440.00 David Emerson, Gaming Slots See Motion in Capital Expenditures #2. 7. American Gaming Systems (18) Games Amount: $309,500.00 David Emerson, Gaming Slots See Motion in Capital Expenditures #2. 1) Save a copy of this form for your records. 2) Print this form as a *.pdf OR print and scan this form in as *.pdf. 3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org Page 2 of 2 Public Packet Page 7 of 54 CONTRACT I PURCHASE APPROVAL REQUEST Contacts I Date I 11/212017 I Requested Review Date I 11/9117 'I_R_e_q-ue-s-to_r_'_s_N_a_m_e______ ' l_D_A_V_E_E_ME ___ R_S_O_N___ I'_R_e_q-ue-s-to-r-'s-P--ho_n_e_#_______ , l_X_3_2-12_______________ I Business Unit Name I GAMING SLOTS I Area Director 1,-----B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1205060 'I_F_A_WNE ___RA __S_M __ U_S_S_E_N___ 'I-E-x-ec_u_t-iv_e_R_e_p_r-es_e_n-ta-t-iv_e___ l LOUISE CORNELIUS Description o( Contract (Include a summary of the contract as well as benefits associated from the contract) ARISTOCRAT C161894-JB-MB (MZ) N 24GAMES $485,592.00 Terms o(the Contract I l I I $485,592.00 I Trade-in I Book Value I Supplier Name ARISTOCRAT 'I_It_e_m-(s_)_P_u_r_c-ha_s_e_d_ _ 24 GAMES I Total Commitment I Vendor Number Budgeted Purchase I Shipping Costs I $6,000.00 'l_c_o_n-tr-a-ct_S_t_a_r_tD-a-te---1 NOVEMBER2017 I Contract End Date I Auto-renewal clause I If Yes, Notice Period I CAP EX Approval CAP EX Line Item I I YES I I Legal Review Number NO- X ~ ~ State ~icense ~~rrent Ir-::c~ I ~v lr (Gammg Specific) 1 1 11 001.1206010.540.105000. 000 1,-----A-c-co_u_n_t_N_u_m_b_e_r_ __ Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price) I I Supplier Name B-id-d-er_#_l_l ARISTOCRAT .-1 I Bidder #2 I I Bidder #3 I I Bid Amount I Indian Preference I Sole Source I I I I I X 1..-----~-~ I 1,------ Summary of selection criteria or sole source justification: ARISTOCRAT IS ONLY VENDOR WHO CAN I SUPPLY THE ONEIDA NATION WITH "LICENSED" ARISTOCRAT GAMES .. Approval I Review Dates Legal Review Purchasing Review Gaming Commission Review Cap-Ex Committee Approval Finance Committee Approval *For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines. Public Packet Page 8 of 54 DocuSign Envelope ID: 34E11265-D81C-49EC-8882-255DC596ECC3 November 1, 2017 GAMING DEVICE ORDER THIS GAMING DEVICE ORDER (this "Order") shall be subject to Customer's Gaming Device Agreement "No. 201324-JC-ts" dated Februaty 18, 2005 (the "Master Agreement"). Order No.: C161894-JB-mb (mz) N Customer Name (including dba): ONEIDA NATION d/b/a ONEIDA CASINO Qualified Location: 2170 Airport Drive, Green Bay, WI 54313 mx 18 18 6 6 UNIT PRICE DESCRIPTION Arc Single Game Software- Premium Plus Helix+ Upright Premium Plus Game Software- Premium Plus $ $ 24,895.00 4,500.00 $ $ 448,110.00 81,000.00 $ $ 20,495.00 4,500.00 $ $ 122,970.00 27,000.00 $ 679,080.00 300.00 (9,400.00) {6,248.00) $ $ $ 7,200.00 {169,200.00) {37,488.00) Subtotal: $ 479,592.00 250.00 $ 6,000.00 Grand Total: $ 485,592.00 Subtotal: 24 18 6 24 600 Note: 2 Regular Intelligent (ICB) JCM lvizion Less: Special Discount Less: Special Discount Factory Freight TOTAL PRICE $ $ $ $ The above Grand Total may (i) exclude any applicable freight charges or regulatory imposed gaming fees, and (ii) exclude a Sales Tax amount (e.g. sales tax, value added tax, goods and services tax or provincial sales tax), if applicable, that is subject to further verification at time of shipment. Any such additional charges will be calculated at the time of shipment based upon the current rate(s) for the relevant jurisdiction. Commercial/Special Terms: 1. PAYMENTTERMS: Net30 days. 2. G2E 2017 ARC SINGLE PROMOTION: Customer must sign by December 1, 2017, and accept delive1y by December 31,2017. Customer must purchase a minimum of 4 Arc Single Gaming Devices. 3. G2E 2017 HELIX PLUS PROMOTION: Customer must sign by December 1, 2017, and accept delivety by December 31, 2017. Customer must purchase a minimum of 6 Helix Plus Gaming Devices. Customer shall receive one (1) free premium plus conversion per two Gaming Devices purchased pursuant to this Order, for a total of three (3) conversions (the "Free Conversions"). For purposes of this Order, Free Conversions shall mean the materials supplied by Aristocrat that allow the theme of a Gaming Device to be converted to another theme. Free Conversions must be delivered by December 31, 2017. Customer's failure to purchase the Gaming Devices listed • above shall void all Free Conversions. Public Packet Page 9 of 54 DocuSign Envelope 10: 34E11265-D81 C-49EC-8882-255DC596ECC3 4. DELIVERY: Customer understands and agrees that all Gaming Devices will be shipped FOB Vendor's place of business. Customer understands that risk of loss shall pass to Customer at Vendor's place of business. CUSTOMER: ARISTOCRAT: ONEIDA NATION d/b/a ONEIDA CASINO ARISTOCRAT TECHNOLOGIES, INC., a Nevada corporation Signature: Name: S1 ature: gn9~86B1A851F149 ... conm e James Name: Title: Title: CFO - Class III Date: Date: Nov 2, 2017 o ------------------------------ G~""M'"' i)L-UUt- ~t-S Public Packet Page 10 of 54 DocuSign Envelope ID: 34E11265-D81 C-49EC-8882-255DC596ECC3 CONSULTANT/CONTRACTOR CONFLICT OF JNTEREST DISCLOSURE FORM I, Connie James ------------------------------~~~------~------------------ , on behalf of AT! the "Contmctor11 ), declare this to be a il.lll and complete disclosure of all conflicts of interest with the Oneida Nation. Collflict of interest means any interest, whether it be personal, financial, political, m• otherwise, that conflicts with any right of the Oneida Nation to property, information, or any other right to own and operate its enterpl'ises, free :fi:om undisclosed competition or other violation of such rights of the Oneida Nation. Therefore, I affirm to the best of my lcnowledge the following: 1. is not an employee ofthe Oneida Nation. (lY.fustincludejob description The Contractor if employee ofthe Oneida Nation.) 2. The Contractor is neithet· presently involved in, nor is it contemplating any legal actions against the Oneida Nation. 3. The Contractor is not presently involved in any activity or has any outside interests that conflict or suggest a potential conflict with the Oneida Nation. 4. The Contractor is neither involved in nor does it own any business investments which are telated to . or connected with the Oneida Nation, its programs, departments, or enterprises 5. Neither the Contract01~ nor any of its representatives, holds any positions as director or officer in any public or private groups, firms, organizations, o1' other entities which are substantially or wholly owned by the Oneida Nation. No representative of the contractor sits on any board, commission, or committee of the Oneida Nation. No officer or director of the Company has any conflict as defmed above 6. The Contractor is neither applying for, nor receiving, any special services, grants, loans or other programs provided by the Oneida Nation, and has no pending contracts with the Oneida Nation, except as herein disclosed and listed below: If NONE, please check D [rter disclosures, if any (Attach additional pages, ifnecessmJ~ During the term of the contract or any extension thereof, I will promptly 1·ep01t any situation which may involve, suggest or appeal' to suggest any collflict that I may have with the Oneida Nation. If a conflict arises, I am infonned and understand that the Oneida Nation may in its sole discretion, terminate the contract without obligation to me. Fmther, failme to repo1t any conflict shall also be cause to terminate my contract. lr Signature: __ (Rev. 07-2015) DocuSigned by: _ ,_L_{J>- il '9~stse:s t~ t~ 35iTI7~'1>~1i eF : ~:-s.______________________ Date: Nov 2,, 2Q1'7 This f01m is in accordance with B.C. Resolution #9-28-90-A; Revised by BC 9/4/02 Public Packet Page 11 of 54 DocuSign Envelope ID: 34E 11265-081 C-49EC-8882-255DC596ECC3 ATTACHMENT"A" RIDER TO GAMING RELATED CONTRACT ATI This is a Rider to the attached agreement entered into between the Oneida Nation and (the "Contractor") for the services and/or equipment identified in E-xhibit A Statement of Work. The Contractor agrees that nothing contained in these agreements shall be constmed as a waiver of any of the Oneida Nation's legal defenses. The Contractor agrees that the contract shall be terminated if, during the te1m of the contract or any extension thereof, the Contractor's certificate under Section VII of the Oneida Nation/State of Wisconsin Gaming Compact of 1991 (Compact) is revoked by the Oneida Gaming Commission, Lottery Board, Wisconsin Gaming Commission, or other body so designated by the State of Wisconsin. The contract is subject to the provisions of the Compact and the Contractor shall comply with the Compact and all Oneida Nation laws, ordinances and regulations. A cmtificate issued under Section VII of the Compact shall not constitute a property interest under Oneida, state or federal law. The Contractor shall not permit nor employ any person in the course of perfmmance under the contract, if that person: 1. Has been convicted of, or entered a plea of guilty or no contest to, any of the following, unless the person has been pardoned or the Oneida Business Committee waives such restriction by legislative resolution after the applicant or employee has demonstrated to the Council evidence of sufficient rehabilitation and present fitness. a. A felony, other than a felony conviction for an offense under subdiv. b., c. or d., during the immediately preceding 10 years. b. Any gambling- related offense. c. Fraud or misrepresentation in any connection. d. A violation of any provision of chs. 562 or 565, Wis. Stats., a rule promulgated by the Lottery Board, Wisconsin Racing Board, or other gaming regulatory body of the State of Wisconsin, or an ordinance of the Oneida Nation regulating or prohibiting gaming. 2. Has been determined by the Oneida Nation to be a person whose prior activities, criminal record if any, or reputation, habits, and associations pose a threat to the public interest or to the effective regulation and control of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices, methods, or activities in the operation of gaming or the carrying on of the business and financial arrangements incidental thereto. The Contractor shall not employ any person who is employed by the Oneida Nation in the conduct of gaming under the Compact and the Contractor warrants that no person employed by the Oneida Nation in the conduct of gaming under the Compact has a direct or indirect interest in the contract. In the event the contract is for the purchase or use of electronic games of chance, the Contractor warrants and represents that each electronic game of chance placed in the Oneida Nation gaming facility: 1. Confmms precisely to the exact specifications of the electronic game of chance prototype tested and approved by the gaming test laboratmy; in accordance with Section XV ofthe Compact and 2. Operates and plays in accordance with the technical standards prescribed in section XV of the Compact. ACCEPTED AND AGREED TO: By: ~::~·;..._1 Name ml'ilfiH~'"IJawtes Title CFO - Class III Address 7230 Amigo Street LVNV89119 Rev. 04-2016 Date: Nov 2, 2017 Public Packet Page 12 of 54 CONTRACT I PURCHASE APPROVAL REQUEST Contacts Date I 11110/17 Requested Review Date .-R-e_q_u-es-t-or_'_s_P_h_o_n_e_#_______ X3212 11/3/2017 l I DAVE EMERSON I Requestor's Name I Business Unit Name Area Director GAMING SLOTS I Business Unit Number 1.--F-A_WNE ____RA ___ SMU---S-S_E_N __ I'_E_x-ec_u_t-iv_e_R--ep_r_e-se_n_t_a-ti_v_e---~ LOUISE CORNELillS 1 I2o5o6o Description o(Contract (Include a summary of the contract as well as benefits associated from the contract) BALLY 422442 QT 68546 30 GAMES $598,400.00 Terms o(the Contract I Vendor Number 1124524 'I_It_e_m-(s_)_P_u_r-ch_a_s_e_d_ _ l 30 GAMES I Budgeted Purchase I YES -X I Total Commitment I Shipping Costs I Trade-in I Book Value I I Legal Review Number I Supplier Name I BALLY I $598,400.00 I $5,250.00 l I Contract End Date l'_c_o-nt_r_a-ct_S_t_a-rt-D-at_e__ NOVEMBER 2017 I Auto-renewalclause CAP EX Approval NO I I AT PURCHASE I YES I NO-X I IfYes,NoticePeriod I r-=-~~~State~icense~~rrent ~~~ I .----------~ CAP EX Line Item I ID0 ll~v Ir Il o o I.l2060 I 0.540.105000. (Gammg SpecifiC) 1.--A-c-co_u_n_t_N_u_m_b_e_r_ _ _ I l ID0 I l~v I 1~11-\. 0 00 Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price) I Supplier Name I 1.--B-id-d-er_#_l_l BALLY I Bidder#2 I Bid Amount I Indian Preference I Sole Source I I I X 1.---------------~ I Bidder #3 I I I I I 1.------ Summary of selection criteria or sole source justification: BALLY IS ONLY VENDOR WHO CAN SUPPLY I THE ONEIDA NATION WITH "LICENSED" BALLY GAMES .. Approval I Review Dates Legal Review Purchasing Review Gaming Commission Review Cap-Ex Committee Approval Finance Committee Approval *For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines. Public Packet Page 13 of 54 Order Customer Bally Gaming, Inc. ("Supplier") 6650 S. El Camino Rd. Las Vegas, NV 89118 Tel. 702.532.7700 Fax. 702.532.7633 Oneida Nation dba Oneida Casino Customer Number 1541 Order Date 31-0CT-2017 Order Number 422442 QT 68546 Order Type US-Sale New Payment Terms 30NET Sales Rep Judson, John E Sales Rep email John.Judson@scien!ificgames.com Sales Rep Phone 773-230-8722 Shipping Terms FOB: Customer's Reservation Prepay &Add USD Currency Code Bill To Shi!;!TO Oneida Nation dba Oneida Casino P.O. Box 365 ONEIDA Wl54155 United States Oneida Nation dba Oneida Casino 2170 AIRPORT DR A TIN: SLOT DEPT Green Bay WI 54313-840 United States WMS Product Information I Quantity I Product 2 BLADE 2 Total I Software Price I Unit Price I Total Price I Description MECHANICAL-BARCREST 3RM 3,995.00 I Amount I Description 1 45,980.00 45,980.00 WMS Product Discounts* I 18,995.00 MECHANICAL-BARCREST 3RM (11,990.00) Total (11,990.00) WMS Product Pricing SUBTOTAL DISCOUNT FREIGHT TAX TOTAL PURCHASE PRICE Page 1 of 7 *Discounts apply to machine unit price only. This order is subject to the terms and conditions attached as Exhibit A. 45,980.00 (11,990.00} 350.00 0.00 34,340.00 Public Packet Page 14 of 54 Bally Product Information I Quantity I Product 8 6 SG143 SG143 TSLNT 28 Total 14 I Software Price I Unit Price I Total Price I Description 6,250.00 3,750.00 3,250.00 SG-1 TWINSTAR J43 SG-1 TWINSTAR J43 TWINSTAR 27/27 SLANT TOP I Amount I Description 1 1 1 241,960.00 388,430.00 136,470.00 766,860.00 Bally Product Discounts* I 23,995.00 23,995.00 19,495.00 SG-1 TWINSTAR J43 DISCOUNT SG-1 TWINSTAR J43 DISCOUNT TWINSTAR 27/27 SLANT TOP DISCOUNT ( 61,200.00) (112,000.00) ( 34,500.00) Total (207,700.00) Bally Product Pricing SUBTOTAL DISCOUNT FREIGHT TAX TOTAL PURCHASE PRICE 766,860.00 (207,700.00} 4,900.00 0.00 564,060.00 Total Order Pricing SUBTOTAL DISCOUNT FREIGHT TAX TOTAL PURCHASE PRICE 812,840.00 (219,690.00) 5,250.00 0.00 598,400.00 Remit To Bally Technologies PO Box 749335 Los Angeles, CA 90074 Proprietary and Confidential Page 2 of 7 Agreement may be signed in counterparts. Agreement will become binding upon signature by both parties. Public Packet Page 15 of 54 Exhibit A Order#: 422442 Terms and Conditions i. Master Agreement i.a) 1. ACCEPTANCE. This agreement is subject to all of the te1ms and conditions set forth below and on the face side hereof. This order shall become a contract as to the entire quantity specified on the earlier of: (a) when it is signed and delivered by Customer and countersigned by Supplier, or (b) when Customer has accepted delivery of any part of the product specified herein or Customer has furnished to Supplier delivery dates, shipping instmctions, or inshuctions to bill and hold and Supplier accepts the instmctions. Each shipment received by Customer from Supplier shall be deemed to be only upon the terms and conditions contained in this order, provided written approval by Supplier is indicated on the face hereof. None of the terms and conditions contained in this order may be added to, modified, superseded, or otherwise altered except by a Wlitten inshument signed by both parties. All subsequent orders for the lease or purchase of equipment, software or parts by the Customer shall be subject to the terms and conditions of this order. 2. PAYMENT TERMS. Net amount of invoices shall be payable in full within thirty days, unless othe1wise agreed to in writing by the parties. 3. DELIVERY. All unit prices are F.O.B Reservation. The acceptance of a shipment by any common carrier or licensed tmckman shall constitute delivery to the Customer. Method and route of shipment shall be at Suppliers sole discretion, unless Customer shall furnish written instmctions, agreed to in Wl·iting by Supplier, and in all cases are subject to delays or failure of performance (a) when Supplier is not pe1mitted to perfmm as a result of any order, request or mandate of any governmental authority, or (b) when the supply of product or any facility of production, manufacture, storage, transportation, distribution or delivery contemplated by Supplier is intermpted, unavailable or inadequate because of wars, riots, hostilities, insurrections, public disorders, acts of enemies, sabotage, strikes, labor or employment difficulties, fires, acts of God or acts of public authority, accidents or breakdoWlls, weather conditions or any other circumstances or conditions beyond Suppliers control, whether or not similar to the foregoing. In such event, Supplier shall not be liable therefor and may, in its sole discretion, with appropriate notice to Customer, at any time and from time to time, postpone the delivery date(s) under this contract for a time which is reasonable under the circumstances or make partial delivery or cancel all or any portion of this conh·act. Upon such notice, customer shall have ten ( 10) days to exercise an option to cancel its order and shall thereafter be entitled to a full refund of any monies paid. If Customer consents to partial delivery, Customer shall be entitled to a refund of any monies paid for all items or services not delivered under the original Sales Order. If for any such cause there is, or Supplier may reasonably believe there may be, such a shortage of supplies that Supplier is or may be unable to meet the demands of all of its customers of all kinds, Supplier may allocate among such customers its available supplies in such reasonable manner, as it may determine with appropriate notice to Customer. Upon such notice, Customer shall have ten (10) days to exercise an option to cancel its order and shall thereafter be entitled to a full refund of any monies paid. If Customer consents to partial delive1y, Customer shall be entitled to a refund of any monies paid for all items and services not delivered under the original Sales Order. Product invoiced and held at any location by Supplier at Customer's request shall be at Customers risk and Supplier may charge for insurance and storage at prevailing rates. Identification of the product to the contract shall occur as each shipment is placed in the hands of the common canier. 4. TAXES. The amount of all present and future applicable taxes imposed by any federal, state, tribal, foreign, or local governmental authority which Supplier may be required to pay or collect, with reference to the manufacture, sale, purchase, receipts, transportation, delivery, storage, use or consumption of product or services shall be added to the purchase p1ice, unless Customer in advance shall provide Supplier with a tax exemption certificate acceptable to the applicable taxing authority. 5. WARRANTIES. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN ORIN A SEPARATE WRITING ISSUED BY SUPPLIER FURNISHED TO CUSTOMER, SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR USE, ARE HEREBY DISCLAIMED. SUPPLIER SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OR EXPENSE, OR FOR ANY F AlLURE TO PERFORM OR DELAY IN PERFORMANCE. SUPPLIERS MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE CONTRACT PRICE FOR THE PRODUCT CLAIMED TO BE DEFECTIVE OR UNSUITABLE. ANY MODIFICATIONS MADE BY CUSTOMER TO ANY PRODUCT SOLD PURSUANT TO THIS ORDER SHALL VOID ANY WARRANTY PROVIDED BY SUPPLIER AND CUSTOMER HEREBY HOLDS SUPPLIER HARMLESS FROM ANY DAMAGES ARISING FROM SUCH MODIFICATION. SUPPLIER MAiffiS NO REPRESENTATIONS WITH RESPECT TO PRODUCT HOLD PERCENTAGES. SUPPLIER PROVIDES NOWARRANTY FOR EQUIPMENT, ACCESSORIES AND/OR PERIPHERALS MANUFACTURED BY A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO PLAYER TRACKING/SLOT MANAGEMENT SYSTEMS COMPONENTS, SIGNAGE, PROGRESSIVE DISPLAYS, SLOTS AND Page 3 of7 "Proprietary and Confidential" Agreement may be signed in counterparts Agreement will become binding upon signature by both parties. Public Packet Page 16 of 54 Exhibit A Order #: 422442 Terms and Conditions STOOLS, FAULTY PAYOUTS ASSOCIATED WITH PROGRESSIVE WIDE AREA SYSTEMS OR LOCAL AREA SYSTEMS EVEN IF INSTALLED BY SUPPLIER ON EQUIPMENT AT CUSTOMERS FACILITY. 6. SHORTAGES/RETURNS. No claims for shortages will be allowed unless filed in writing with Supplier within fifteen (15) calendar days after delivery. No returned product will be accepted without Suppliers having provided to Customer a return authorization number. 7. CANCELLATIONS AND HOLDS. Orders accepted by Supplier, shall not be cancelled, changed or amended except upon mutual written agreement of the parties. No product will be held after the time designated for shipment, except upon mutual written agreement by both patiies. 8. PREMIUMS AND PROMOTIONAL ARRANGEMENTS. If product ordered is subject to a license from a third party to Supplier, Customer shall not provide the product or any facsimile or use thereof hereunder as a premium, give-away or other promotion without first receiving the written consent of Supplier. 9. WAIVER. Failure of Supplier to insist upon strict performance of any of the conditions of this agreement shall not constitute a waiver of such conditions or any other condition or a waiver of any default. 10. DISPUTE RESOLUTION. All disputes arising hereunder shall be resolved through the use or good faith negotiations and I or mediation. 11. CHOICE OF LAW. The Customer and Supplier agree that the substantive law to be applied in any and all disputes arising under this Agreement is the law of the state in which the Equipment and Devices are located, including that states Unifmm Commercial Code, without reference to any choice of law provision. 12. INSURANCE. Customer will maintain adequate insurance on the product, naming Supplier as an additional insured to the full value of product received until such time as it is paid in full. 13. MAINTENANCE. Equipment transferred to Customer hereunder as a result of a lease or trial of any product shall be maintained by Customer in workable condition including but not limited to any pelipherals such as Supplier-supplied slot management/player tracking components, seats, stools, stands and any other attachments to the Suppliers equipment. In the event of a sale by Supplier to Customer, the obligations of Customer under this Article shall continue until Customer has paid all monies due and owing Supplier under this Sales Order for the equipment and inventory delivered by Supplier to Customer. 14. SEVERABILITY. If any provision of this agreement or the application thereof shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision, its application hereunder or any other provision of this contract. 15. SECURITY INTEREST. As security for the prompt payment and pe1formance of Customer's indebtedness, liabilities, and obligations of Customer to Supplier, however incurred, created, arising or evidenced, whether direct or indirect, absolute or contingent, due or to become due, or now or hereafter existing (collectively, the "obligations"), Customer grants to Supplier a security interest in the equipment and inventory sold by Supplier to Customer pursuant to this agreement (collectively, the "collateral"). Customer agrees to execute promptly upon request all financing statements which Supplier reasonably may deem necessary or advisable to perfect Supplier's security in the collateral described herein. 16. RIGHTS OF SUPPLIER. In addition to all other rights and remedies provided hereunder and by applicable law, Supplier may enter onto Customer's premises at any reasonable hour and upon twelve (12) hours notice to inspect the Collateral in a manner consistent with the casinos internal controls and regulations. 17. RIGHTS OF SUPPLIER ON DEFAULT. Upon Customers failure to promptly pay or perfmm its obligations, or the commencement of proceedings by or for the Customer under any bankmptcy or insolvency laws, or the loss, theft, damage, destmction, sale, encumbrance, levy, seizure or attachment of any of the collateral (each, a default), Supplier shall have all lights and remedies provided hereunder and by applicable law, including without limitation all rights and remedies provided by the Uniform Commercial Code. Nothing hereunder shall be constmed as a waiver of the sovereign immunity of the Oneida Tribe of Wisconsin. 18. SOVEREIGN IMMUNITY. Nothing hereunder shall be constmed as a waiver of the sovereign immunity of the Oneida Tiibe of Wisconsin. 19. COMPLIANCE COMMITTEE. In the event any gaming commission, board or similar governmental regulatory agency having jurisdiction over the Customer discloses facts concerning Customer or its respective affiliates which, in the reasonable opinion of Supplier or its Compliance Committee may adversely affect any gaming license or permits held by Supplier or the current standing of Supplier or its respective affiliates with any gaming commission, board or similar governmental regulatmy agency, then Supplier shall have the right to immediately tern1inate this agreement upon written notice to Customer, and the pa1iies hereto shall have no further obligation or liability, other than any outstanding payment due Supplier by Customer. Page 4 of 7 "Proprietary and Confidential" Agreement may be signed in counterparts Agreement will become binding upon signature by both parties. Public Packet Page 17 of 54 Exhibit A Order #: 422442 Terms and Conditions 20. CASHLESS ACKNOWLEDGEMENT. Each gaming machine obtained hereunder with cashless capability (a "Licensed Cashless Gaming Machine") is provided under a limited license to one or more of the following U.S. Patent Nos. 5,290,033; 5,265,874; 6,048,269; 5,429,36I; and 5,470,079. Any use of a Licensed Cashless Gaming Machine constitutes the acknowledgement of and agreement to the following "Limited License": I. Licensed Cashless Gaming Machine License Rights. Licensed Cashless Gaming Machines are licensed for use solely in connection with a cashless gaming system that is separately licensed under these patents (a "Licensed Cashless Gaming System"). The use of a Licensed Cashless Gaming Machine with an unlicensed gaming system that has cashless capability is an unlicensed use. Customer agrees to use the cashless functionality of a Licensed Cashless Gaming Machine only where such Licensed Cashless Gaming Machine is attached to a Licensed Cashless Gaming System. 2. Other License Limitations. Each Limited License is expressly limited to the original Licensed Cashless Gaming Machine (i.e., one serial number per license). A license may not be transfened from one gaming machine to another. Any unauthorized transfer voids this license. 21. LICENSES a. Suppliers Software. Supplier hereby grants Customer a non-exclusive, royalty-fi·ee license to utilize the Device software solely in conjunction with Customers operation of the Suppliers gaming devices described herein (Devices). In consideration for such license grant, Customer shall take all steps necessary to protect Suppliers and its licensors proprietmy rights in the Devices and Device software. Customer agrees and acknowledges that it is expressly prohibited fi·om: (i) copying the Device software, except for archive purposes consistent with its archive procedures; (ii) modifying, decompiling, disassembling, reverse engineering or otherwise attempting to derive the source code of the Device software; (iii) exporting the Device software or underlying technology in contravention of applicable U.S. and foreign export laws and regulations; and (iv) using the Device software other than in connection with operation of the Devices. Supplier retains exclusive title to, and ownership rights in, the Device software and all copies thereof. Supplier reserves all other rights to the Device software except as expressly granted in this section. b. Third-Party Property. In addition to the Rights, Suppliers third-party licensors have granted Supplier certain rights to advertise and use the artwork, logo, game play, set dress and other elements of their respective intellectual property. Supplier warrants and represents to Customer that these rights include all uses that Supplier has or will undertake during the term of this Agreement. Customer understands and agrees that it shall not sublicense, advertise or use the name, likeness, trademark, service or any other rights desclibed above to the third-party intellectual property in any manner without the express prior written consent of Supplier. If Customer desires to use any such rights, it shall submit to Supplier, for Suppliers and its third-party licensor(s) written approval, all materials showing the requested use. All materials must be approved in writing by Supplier and its third-party licensor(s) (through submission to Supplier) prior to publication or use by Customer. 22. REPRESENTATIONS, WARRANTIES AND COVENANTS. Customer represents, wan-ants and covenants to Supplier as follows: (I) all information furnished by Customer to Supplier in connection with Supplier's due diligence and compliance review process is complete and accurate; (2) Customer shall, in connection with this agreement, (a) maintain complete and accurate books and records and (b) comply with all applicable laws, rules and regulations, including, but not limited to, those relating to anti-cormption, anti-money laundering, competition, licensing and registration; and (3) Customer has not offered or paid, and will not offer or pay, directly or indirectly, (a) anything of value to any public official or candidate for political office, or any relative or agent thereof, for purposes of obtaining any official action or benefit relating in any way to this agreement or (b) any commission or finder's or refenal fee to any person or entity in connection with this agreement or any activities on behalf of Supplier. i.b) Amendment to Purchase Agreement The following is hereby added at the end of the Master Purchase Agreement between Customer and Supplier (or if there is no agreement between the parties so named, then the agreement that governs Customer's purchases of gaming devices and related equipment, parts and/or conversions from Supplier) as such agreement applies to this order and all of Customer's future orders for the purchase of gaming devices and/or related equipment, parts and/or conversions fi·om Supplier: Supplier takes great pride in having earned the trust of our customers and the business community in which we work. We are committed to winning business through honest competition in the marketplace and abiding by the regulations that govern the lotte1y and gaming industries. If you discover events of a questionable, fi·audulent or illegal nature that are, or that you believe in good faith may be, in violation of law, the guidelines set forth in our Code of Conduct or other Supplier policy, you will report the matter immediately the SG Business Hotline, which is available 24 hours a day, seven days a week, at I-888-475-9507, or you may file a report on www.scientificgames.ethicspoint.com. Page 5 of7 "Proprietary and Confidential" Agreement may be signed in counterparts Agreement will become binding upon signature by both parties. Public Packet Page 18 of 54 Exhibit A Order#: 422442 Terms and Conditions ii. Special Terms and Conditions ii.a) Regulatory Contingency The parties' obligations under this order are contingent upon Supplier obtaining all necessary regulatory approvals for the supply of Blade gaming devices in Customer's jurisdiction. ii.b) CASH NET 30. Payment is due in full no later than 30 days after invoice. As security for the prompt payment of Customer's indebtedness to Supplier under this Order, Customer grants to Supplier a secmity interest in the equipment sold by Supplier to Customer pursuant to this Order and all proceeds thereof, including insurance proceeds only until such time as Customer has tendered payment in full to Supplier for such equipment. Customer hereby inevocably authmizes Supplier, at any time and from time to time, to file financing statements to establish and maintain a valid, enforceable, perfected security interest as specified in this Order without the signature of Customer, including any amendments thereto and continuations thereof. ii.c) .. STANDARD LIMITED PRODUCT WARRANTY. During the first ninety (90) days after delive1y of the Equipment (or the first year after delivery, in the case of WAVE gaming machines), Supplier walT ants to Customer that the Equipment will be free from defects in mate1ial and workmanship that materially and adversely affect the performance of the Equipment. Deviations from any specifications or standards that do not materially affect the perfmmance ofthe Equipment are not considered to be defects in materials or workmanship. Customer's sole and exclusive remedy in the event of defect is expressly limited to the adjustment, repair, or replacement of defective pmis to retnrn the Equipment to good working condition, in the sole discretion of Supplier. This walTanty is void if the Equipment or any part thereof is not installed, operated and maintained in accordance with Supplier's product literatnre and manuals or is operated in violation oflaw. In addition, this wananty is void if the defective Equipment and/or part (i) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation by Customer or on behalf of Customer (other than by Supplier), improper storage, or improper handling, (ii) has been repaired or altered by persons other than Supplier, or (iii) has been used with any third party software or hardware which has not been previously approved in writing by Supplier. The process for parts adjustment, repair or replacement under the foregoing wananty is described in Supplier's RMA policy located on Supplier's customer suppmi web site. ii.d) CURRENCY. All cunency (including, without limitation, any credits granted) amounts stated in this Order are in U.S. Dollars. All payments to Supplier are to be made in U.S. Dollars. ii.e) .. EGM PERFORMANCE WARRANTY. During the ninety (90) days after the delivery ofthe EGMs purchased hereunder, if any such EGM fails to earn at least eighty percent (80%) of the rolling monthly slot machine gaming floor area average for the Customer facility where such EGM is located for the same denomination and platfmm type (excluding any earnings for specialty games such as wide area progressives, participation, and premium licensed EGMs), Customer may, as its sole and exclusive remedy and at no charge to Customer, convert that EGM's game theme one (1) time to a different game theme of the same categmy which is approved in Customer's gaming jurisdiction for use in the EGM. Customer agrees to provide Supplier with wlitten notice requesting the conversion, including certification of the average that serves as the basis of any such game theme conversion. Upon conversion of an EGM's game theme as set forth herein, Customer shall promptly retnrn the original game theme components to Supplier. Page 6 of 7 "Proprietary and Confidential" Agreement may be signed in counterparts Agreement will become binding upon signature by both parties. Public Packet Page 19 of 54 Exhibit A Order#: 422442 Terms and Conditions Oneida Nation dba Oneida Casino Supplier Signature:---------------- Signature:---------------- Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ____ Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ Title:------------------ Title:------------------- Date:------------------ Date:----------------- Page 7 of 7 "Proprietary and Confidential" Agreement may be signed in counterparts Agreement will become binding upon signature by both parties. Public Packet Page 20 of 54 CONTRACT I PURCHASE APPROVAL REQUEST Contacts I Date I Requested Review Date 10/262017 Requestor's Name I 'I_D_A_V_E_E_M_E_R_S_O_N_ _ I I 10/31/17 Requestor's Phone# 'I_X_3_2-12_ _ _ _ _ _ __ I'-B-us-in_e_s_sU-n-it_N_a_m_e_ _ l GAMING SLOTS I Area Director 'I-B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1,---E-xe_c_u_tt-.v-e_R_e_p-re_s_e-nt_a_tJ_'v_e__ l LOUISE CORNELIUS 1205060 I FAWNE RASMUSSEN Description of Contract (Include a summary of the contract as well as benefits associated from the contract) KONAMI #JF-17-2511-S 16 GAMES $262,869.76 $257,612.36 TOTAL SALES ORDER- IF PAID NET 30. Terms o(tlte Contract I Supplier Name I KONAMI .----------- I Vendor Number 'I-It-em-(-s)_P_u_r-ch_a_s-ed---116 GAMES I Budgeted Purchflse Total Commitment Trade-in I Book Value I Shipping Costs $262,869.76 NET 30 DAYS IS: $257,612.36 I $2,400.00 CAPEXApproval I I CAP EX Line Item I NO 1.---L-eg_a_I_R_e_v_ie_w_N_u_m_b_e_r_l -C-o-nt-r-ac_t_S_t-ar_t_D_a_t_e-,-N_O_V_E_MB_E_R_2_0-17----~ Contract End Date YES I YES - N/A . 'I I Auto-renewal clause II 124420 .--N-O---X--1 If Yes, Notice Period _A_T_P_UR_C_HA--SE _ _ _ __ 'I I State~icense~~rrent I~~~ ll~v Ir u (Gammg SpecifiC) I~~~ I l~v I 1~/L-\. I LLI I ~~~.1206010.540.105000. I LLI 1.-A-cc_o_u_nt_N_u_m_be-r---, Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price) I Supplier Name B-i-dd_e_r-#t--l'l-(O_N_ANU _ _ _ _ _ _ _ _ _ _ __ I Bid Amount I Indian Preference 'I I Bidder #2 1 ,--------------- Bidder #3 set,ectton criteria or sole source justification: KONAMI IS ONLY VENDOR WHO CAN NATION WITH "LICENSED" KONAMI GAMES .. Approval I Review Dates Legal Review Purchasing Review Gaming Commission Review Cap-Ex Committee Approval Finance Committee Approval *For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines. Public Packet Page 21 of 54 NAMI KONAMI GAMING PURCHASE EQUIPMENT ORDER# JF-17-2511-S Konami Gaming, Inc. ("Konami") agrees to provide Oneida Bingo & Casino ("Customer") located at 2020/2100 Airport Drive, Green Bay, WI 54155 with gaming machines and/or associated software, accessories, parts, etc. (collectively, "Equipment") as specified in this Order, subject to the terms herein aod the attached standard terms and conditions. G ammg M ac h"mes Quantity 8 Description Concerto Slant Top: Black Finish with Chrome Trim, No Topper, BV, Prtnter, 8 No Coin Hardware, PT Bracket and Harness, Spacer andLCD Button Panel, Concerto Stack: Black Finish with Chrome Trim, No Topper, BV, Prtnter, Unit Purchase Price Extended Purchase Price $18,795.00 $150,360.00 $17,999.00 $143,992.00 $0.00 $0.00 No Coin, PT Bracket and Harness and LCD Button Panel, $0.00 6 Podium Trade In Credit 16 Promotional Credit ($2,500.00) ($15,000.00) ($56,000.00) ($3,500.00) $223,352.00 Subtotal Equipment: Discount: 12.0% ($26,802.24) $196,549.76 SUBTOTAL EQUIPMENT Software Quantity 16 Description Unit Purchase Price Extended Purchase Price $3,995.00 $63,920.00 Concerto Software Kits $0.00 $0.00 $0.00 $0.00 $63,920.00 $63,920.00 Subtotal Software: SUBTOTAL SOFTWARE Accessories Quantity Unit Purchase Price Description Extended Purchase Price $0.00 $0.00 $0.00 $0.00 $0.00 Subtotal Accessones: $0.00 SUBTOTAL ACCESSORIES $0.00 $0.00 Other Charges (shipping, installation, training, etc.) $2,400.00 TOTAL SALES ORDER $262,869.76 TOTAL SALES ORDER- IF PAID NET 30 DAYS $2S7,612.36 Applicable Discount: O.Oo/o Pricing set forth in the matrix above applies only to Purchase or Conversion-to-Purchase arrangements. 0 D D D The Equipment is being ordered by Customer aod provided by Konami under a Purchase Participation Daily-Fee Trial arrangement and is subject to the terms and conditions of (a) this Order form, (b) the attached standard terms and conditions and (c) the following special/additional terms and conditions, if any (which shall take priority over any standard terms aod conditions which are inconsistent): Game Performance \Varranty: The customer has one hundred eighty (ISO) days to convert to a like type game theme at no charge if the game theme initially installed fails to perform at house/section average for that denomination, excluding specialty games such as WAP's, participation, and licensed property games. The customer must return the original game theme kit to Konami Gaming to qualify for this program. 2%-Cash net 30 Signatures below will constitute acceptance of this Order aod the attached standard terms and conditions. KONAI\H GAMING, INC. CUSTOMER: Oneida Bingo & Casino 2020/2 I 00 Airport Drive, Green Bay, WI 54155 By: By: (Print name as signed above) Title: Title: Date: Date: Please send completed form to Konami Sales Operations- Email: SalcsOperations!li,lwnamigaming.com, or Fax: 702-616-0930 Konami Standard Sales & Security Agreement-2010 **NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties** Public Packet NAMI Page 22 of 54 KONAMI SALES & SECURITY AGREEMENT Standard Terms and Conditions I. Payment Terms: 2. Late Charge: A late charge may be added to any amounts invoiced by Konami when Konami does not receive payment within the payment terms of the invoice. The late charge will be calculated at a rate of 1.5% of the unpaid amount per month or 18% per year and will be considered due when invoiced by Konami. 3. Delivery Terms: Unless other payment terms are specified in this Agreement, Customer understands and agrees that payment is due net thirty (30) days from invoice. a) Konami will attempt to meet Customer's required delivery date, however time shall not be critical concerning any delivery date. Konami will not be held liable, or responsible for any delay or failure to deliver all or any part of any order for any reason. Unless there is a written agreement stating otherwise, the means of delivery shall be determined by Konami. The Customer will be responsible for and pay all shipping costs, which costs shall be billed separately on the Equipment invoice. Any risk of loss associated with the Equipment will be the responsibility of the Customer upon release of the Equipment to the delivery service F.O.B. Konami's shipping dock, notwithstanding any provisions for payment of Equipment or insurance by Konami or the form of the shipping documents. The terms and conditions stated in this Agreement shall prevail over any conflict in terms and conditions between any Purchase Order submitted by Customer and the terms and conditions stated in this Agreement. b) Customer has seventy-two (72) hours following delivery of Equipment hereunder to give Konami written notice of any claimed defect in such Equipment (other than latent defects not discovered by the Customer). Customer agrees that such notice period is reasonable. Failure to give timely notice as herein provided shall be deemed irrevocable acceptance of such Equipment. No nonconformity or defect in any lot or installment of Equipment shall constitute grounds for claiming breach of the entire Agreement, and any lots or installments whose conformity Customer does not dispute shall be paid for in accordance with the terms and conditions of this Agreement regardless of any dispute concerning other shipments or installments. Konami reserves the right to cure, by repair or replacement, any defects within a reasonable period of time after receiving written notice of such defects from the Customer. 4. Cancellations: Gaming Machines orders can be cancelled only under the condition that Customer agrees to pay Konami for completed work allocated to Customer's order at time of receipt by Konami of the cancellation notice, along with (a) all costs, direct and indirect for work in progress, and (b) costs resulting from the cancellation, and (c) a reasonable profit to Konami, not to exceed 10% of the total costs incurred by Konami. 5. Restocking Charges: Konami considers all sales to be final, and will not accept the return of Equipment purchased in this Agreement. However, should Customer request to return Equipment or a portion of the Equipment ordered prior to installation, and should Konami agree to an exception and accept said Equipment as returned items, a restocking fee of25% of the purchase price of the returned Equipment may apply, at Konami's sole discretion. Konami would identifY such restocking fee when and if it becomes an issue. 6. Intellectual Property: Konami owns or has a license to use the intellectual property associated with the Equipment. Customer is hereby granted a site specific and non-exclusive, royalty-free, non-assignable, non-sub licensable, nontransferable license to use the intellectual property embodied in or represented by computer software, firmware, hardware, the mechanical components, technical manuals and the design, artwork, names and marks contained in the equipment or supplied as spare parts by Konami under this Agreement. Customer agrees that such intellectual property is proprietary to Konami and that all right, title and ownership interest therein shall remain vested with Konami. Customer shall not copy or reproduce any Konami intellectual property, nor shall Customer attempt to transfer, assign or disclose the intellectual property to any third party without Konami's prior written consent. In addition to any other remedy available to Konami, Customer agrees: a) Konami may seek and obtain injunctive relief against the breach or threatened breach of this Agreement and may recover attorneys' fees and costs of any action to enforce the provisions of this Agreement; and b) Konami may terminate Customer's license if Customer fails to comply with any term or condition hereof. This license shall also terminate at such time as Customer shall permanently cease to use the Equipment. 7. Indemnification for Infringement. Konami will defend or settle, at Konami's option and expense, any legal proceeding brought against Customer to the extent that it is based on a claim that the Equipment infringes a trademark, copyright or currently issued U.S. Patent of a third-party if Customer gives prompt written notice of the claim to Konami whether or not litigation or other proceeding has been filed or served, gives Konarni sole control of the defense and settlement of the claim, provides to Konami all available information and assistance, and has not compromised or settled such claim. If the Equipment is found to infringe a trademark, copyright or currently issued U.S. Patent, Konami will at Konami's discretion: (i) obtain for Customer the right to use the Equipment; (ii) replace the Equipment with noninfringing Equipment; (iii) modify the Equipment so that it becomes non-infringing; or, if none of the above alternatives is available, (iv) remove the infringing Equipment and terminate this Agreement. Konami has no obligation under this Section for any claim which results from (i) use of the Equipment in combination with any Equipment not provided by Konami, (ii) Konami's compliance with designs or specifications of Customer, or (iii) modification or alteration of the Equipment by Customer or Customer's agents, contractors, or affiliates without Konami's consent. ANY l\'IODIFICATIONS OR ALTERATIONS MADE TO KONAIVIT EQUIPMENT WITHOUT KONAMI'S CONSENT IS DONE AT THE SOLE RISK OF CUSTOMER. This Section states the entire liability ofKonami and the exclusive remedies of Customer for any and all claims of infringement of any type. 8. Indemnification. Except for claims arising under Section 7 (Indemnification for Infringement) or caused solely by Konami's acts or omissions, Customer will indemnify Konami from and against all claims, liabilities, damages and costs (including legal fees and costs) relating to (i) Customer's use of Equipment; (ii) any acts or omission of Customer; or (iii) for any claim which results from (a) use of the Equipment in combination with any Equipment not provided by Konami, (b) Konami's compliance with designs or specifications of Customer, or (c) modification or alteration of the Equipment without Konami's consent. 9. Title Ownership and Security Interests: a) Title to and ownership of the Equipment shall remain solely in Konami until such time as all amounts owed by Customer to Konami pursuant to this Agreement and any associated financing agreement are paid in full, at which time title and ownership shall transfer to Customer. b) In addition to and to the fullest extent not in conflict with subsection (a) above, Konami shall also retain and Customer grants Konami a full purchase money security interest in the Equipment (collectively, the "Collateral") to secure the prompt and timely payment by Customer of all sums required pursuant to this Agreement and any associated financing agreement and the complete performance by Customer of all of the obligations outlined in this Agreement when due. Customer acknowledges that Konami shall have the right to file UCC-1 statements or equivalent forms regarding the Collateral, and Customer shall also execute any additional UCC-1 or equivalent fonns as may be necessary upon request by KONAMI. In the event that any default should occur, Konami shall have the rights provided to Konami in the Uniform Commercial Code and all other rights and remedies available under law, including the right to take possession of the equipment. Customer shall keep the Collateral at Location, fully insured at all times, and in good condition and repair from the time of delivery at the F.O.B delivery point until the Collateral has been paid in full. c) In addition, until such time as all amounts owed by Customer to Konami pursuant to this Agreement and any associated financing agreement are paid in full: Customer shall not affix the Collateral to any real estate in such a way that it may be deemed a fixture thereto; nonetheless, the Equipment are and shall remain personal property even if installed in or attached to real property; 10. ii. Customer shalt keep the Collateral free and clear at all times from all claims, levies, liens, encumbrances and process, and any act of Customer purporting to create such a claim, levy, lien, or encumbrance shall be void; iii. Customer shall give Konami immediate notice of any such attachment or other judicial process affecting any article of Collateral hereunder; and, iv. Customer shall not pledge, lend, create a security interest in, sublet or part with possession of the Equipment or any part there~f or attempt in any manner to transfer, assign, or dispose of the Collateral, or remove the Collateral or any part thereof, from the Premises. v. if Customer breaches this Agreement, files bankruptcy, ceases doing business at the location, or loses any license necessary to operate the business, Konami may enter the Premises and remove the Collateral, in addition to enforcing any other remedy. vi. Customer shall make no representation in any venue or to any third party, nor take any position in any legal or administrative proceeding, which is inconsistent with Konami's rights and interests as expressed herein. WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES AND REPRESENTATIONS. \Varranty: Konami warrants that for a period of90-days following installation, new Equipment sold hereunder will be free from defects and in good working order. Customer's sole and exclusive remedy in the event of defect is expressly limited to the restoration of the Equipment to good working condition by adjustment, repair or replacement of defective parts, at Konami 1s election. Machines, equipment and other products not manufactured by Konami but documented on the Agreement are excluded from this warranty, except as specifically provided in this Agreement. THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND KONAMI DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIP~IENT OR ANY PART THEREOF, INCLUDING ANY AND ALL ll\IPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEJ\IENT, l\IERCHANTABILITY, OR FITNESS OR SUITABILITY FOR A PARTICULAR OR ANY PURPOSE (WHETHER OR NOT KONAMI KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE INDUSTRY, OR BY COURSE OF DEALING. IN ADDITION, KONA~ll EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE EQUIPMENT OR ANY PART THEREOF. THE LIABILITY OF KONAMI AND THE MANUFACTURER OF THE NOTE ACCEPTOR WHICH l\IAY BE INCLUDED IN THE MACHINES AND/OR EQUIPMENT Konami Standard Sales & Security Agreement-2010 **NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties** Public Packet NA I Page 23 of 54 INSTALLED HEREUNDER, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE FAIR MARKET VALUE OF THE NOTE ACCEPTOR, AND UNDER NO CIRCUMSTANCES SHALL KONAl\H OR THE MANUFACTURER OF THE NOTE ACCEPTOR BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. NEITHER KONAl\H NOR THE l\IANUFACTURER OF THE NOTE ACCEPTOR SHALL BE LIABLE IN ANY RESPECT FOR THE ACCEPTANCE OF COUNTERFEITS AND/OR FRAUDULENT MATERIALS. ANY UNAUTHORIZED l\!ODIFICATION, ALTERATION, OR REVISION OF ALL OR ANY PORTION OF THE EQUIPMENT, SHALL CAUSE ANY WARRANTY NOT DEEMED TO HAVE BEEN DISCLAIMED ABOVE TO BE NULL AND VOID. KONAl\H, ITS AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, AND AGENTS l\IAKE NO OTHER WARRANTY, EXPRESS OR ll\IPLIED. II. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAl\IAGES. INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAl\IAGES OF ANY KIND- INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY -AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 12. Maximum Aggregate Liability Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this agreement, in no event shall Konami's aggregate liability to customer (including liability to any person or persons whose claim or claims are based on or derived from a right or rights claimed or claimable by customer), with respect to any and all claims at any and all times arising from or related to the subject matter of this agreement, in contract, tort, or otherwise, exceed the total amount paid under this Agreement by Customer to Konami within the most recent 6month period, plus interest computed as of the date of any final judgment against KonamL 13. Privileged Licenses. Customer and Konami each acknowledge that the other party hereto, and its parent company, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental or tribal authorities. If requested to do so by the other party (the nrequesting party11 ), each party (the 11requested party") shall obtain any license, qualification, clearance or the like which shall be requested or required of it by the requesting party or any regulatory authority having jurisdiction over this Agreement or the requesting party or the requested party, or their respective parent company, subsidiaries or affiliates. If the requested party fails to satisfy such requirement or if the requesting party, its parent company, subsidiaries or affiliates, is directed to cease business with the requested party by any such authority, or if the requesting party shall in good faith determine, in the requesting party's sole and exclusive judgment, that the requested party, or any of its officers, directors, employees, agents, designees or representatives, (a) is or might be engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which could or does jeopardize the requesting party's business or such licenses, or those of the requesting party's parent company, subsidiaries or affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be terminated by the requesting party without liability to either party. In addition, Customer and Konami each hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee {pursuant to the laws, rules and regulations of the Nevada and other gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming authorities. Customer and Konami each hereby affirms, represents and warrants to the other party that it is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and Customer and Konami Gaming each hereby agrees that this Agreement is subject to immediate termination by the other party (without any liability to either party) if it should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee. 14. Representation \Varranties and Covenants ofKonami and Customer. Customer and Konami represent, warrant, and covenant that: 15. 16. a) Customer and Konami are duly organized, validly existing and in good standing under the laws of the jurisdiction governing its formation. b) Customer and Konami have the essential authority and 1icense(s) to purchase, operate, or sell as applicable, the Equipment outlined in this Agreement in accordance with applicable laws. c) Customer warrants that the Equipment will only be used for lawful purposes in lawful locations. d) The making, execution and performance by Customer and Konami of this Agreement have been duly authorized by and are not in conflict with Customer's or Konami's governing documents. The representatives of Customer and Konami executing this Agreement have been properly authorized to execute such documents, and Customer and Konami have been legally and appropriately identified by their lawful name in this Agreement. General Terms and Conditions· a) This Agreement constitutes the entire understanding between the parties with regard to the subject matter of this Agreement. There are no other understandings, expressed or implied, written or oral. b) This Agreement may not be modified, and no provision herein shall be waived, except by a written instrument signed by both parties. c) No waiver of any term or condition shall be deemed to waive that term or condition on a future occasion or any other term or condition, unless explicitly stated with a written instrument representing the waiver. d) The illegality or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of any legal and enforceable provisions thereof. e) This agreement and all terms and conditions shall be interpreted in accordance with the laws of the state of Wisconsin. f) This Agreement is subject to, and contingent upon the approval by Konami of, Customer's financiaUcredit data (as requested by Konami). g) In the case of any controversy or claim arising out of or relating to this Agreement, or with respect to a breach thereof, the Parties first shall seek to solve such matter amicably through discussions between the Parties, then, if necessary, by means ofnonMbinding mediation. h) Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its control, including any act of God, the elements, earthquakes, floods, fires, actions or decrees of governmental bodies, failure or delays in transportation or communications, or any act or failure to act by the other party, provided, however, that lack of funds shall not be deemed to be a reason beyond a party's control. TicketMin!ficket-out Functionality. Customer acknowledges the below: "Whereas KONA1vll is a preferred Licensee under the IGT Cashless Licensing Agreement Customer shall initial the statement below in acknowledgement (as required in KGI's agreement with IGT) of having read same. Each gaming machine leased hereunder with cashless capability (a "Licensed Cashless Gaming Machine") is provided under a limited license to one or more of the following U.S. Patent Nos. 5,290,033; 5,265,874; 5,429,361; 5,470,079; 6,048,269; 6,729,957; 6,729,958; 6,736,725 and 7,275,991, as well as any continuations, continuations-in-part, divisionals, reissues, reexaminations, and foreign counterparts thereof Any use of a Licensed Cashless Gaming Machine constitutes the acknowledgement of and agreement to the following "Limited License": a. Licensed Cashless Gaming Machine License Rights. Licensed Cashless Gaming Machines are licensed for use solely i) in connection with a cashless gaming system that is separately licensed under these patents (a "Licensed Cashless Gaming System") or ii) on a standalone basis (not connected to a cashless gaming system). The use of a Licensed Cashless Gaming Machine with an unlicensed gaming system that has cashless capability is an unlicensed use. b. Other License Limitations. Each Limited License is expressly limited to the original Licensed Cashless Gaming Machine (i.e., one serial number per license) and personal to the original customer location. A license may not be transferred from one gaming machine to another or from one customer (e.g., casino) to another. Any unauthorized transfer voids this license. c. Permitted Transfers to Affiliated Properties for purchased gaming machines. For those games purchased by Customer, upon payment of a transfer fee (which fee is $0 per gaming machine per transfer- and is subject to change by written notification), a customer may obtain authorization to transfer a Licensed Cashless Gaming Machine between Affiliated Properties by obtaining a transfer authorization certificate from IGT. For purposes of this Limited License, Aft1liated Properties are properties with a common owner who has a majority interest in both properties. Customer shall not move any games under this Agreement between locations without prior notice to and approval from KONAMI." Initials Customer also acknowledges that if it orders KGI Machines without Ticket-infficketMout functionality and/or with such functionality disabled, then it shall not attempt to retrofit or otherwise enable such functionality without both (a) notice to and written approval by KGI and (b) payment of the required license fee. Initials Customer also acknowledges that the Ticket Min/Ticket-out functionality license on purchased games is specific to Customer, and that said license cannot be transferred or sublicensed by Customer without the payment of the current license fee ($1000/machine). Konami Standard Sales & Security Agreement-2010 **NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties** Public Packet NA 17. I Page 24 of 54 Initials Nothing in this contract shall be considered a waiver of the Tribe's sovereign immunity. Konami Standard Sales & Security Agreement-2010 **NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties** Public Packet Page 25 of 54 CONTRACT I PURCHASE APPROVAL REQUEST Contacts I Date 10/27/2017 I Requestor's Name I Requested Review Date 11/1/17 l'x_3_2-12_ _ _ _ _ _ __ 'I_D_A_V_E_E_M_E_R_S_O_N_ _ I Requestor's Phone# 'I-B-us-in_e_s_s-U-n-it_N_a_m_e_ _ l GAMING SLOTS -B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1205060 'I I Area Director I FAWNE RASMUSSEN -E-xe_c_u_ti-.v-e_R_e_p-re_s_e-nt_a_ti-.v-e--1 LOUISE CORNELIUS 'I Description of Contract (Include a summary of the contract as well as benefits associated from the contract) IGT #1126011 22 GAMES+ 20 GAMES AT NO CHARGE= 42 GAMES TOTAL $358,992.75 Terms ofthe Contract I Supplier Name I Item(s) Purchased I Total Commitment I Shipping Costs I Contract Start Date I Auto-renewal clause I IGT 122 GAMES 20 GAMES, NO CHARGE 1 $358,992.75 1 $4,5oo.oo I Vendor Number 1 115636 I Budgeted Purchase I YES -X NO I I I Trade-in I Book Value I I Legal Review Number I I Contract End Date I AT PURCHASE I NOVEMBER2017 I YES I NO-X I If Yes, Notice Period I I CAP EX Approval FsFFI I CAP EX Line Item I 001.1206010.540.105000. I Account Number State ~icense ~~rrent (Gammg Specific) 000 FFF I Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price) I I I Bid Amount I Indian Preference I Sole Source I I X , 1,-----1 1 ---------1 I I I 1.------ Supplier Name B-id-d-er_#_l_l IGT r-1 I Bidder#2 I Bidder #3 I Summary of selection criteria or sole source justification: IGT IS ONLY VENDOR WHO CAN SUPPLY I THE ONEIDA NATION WITH "LICENSED" IGT GAMES.. Approval I Review Dates Legal Review Purchasing Review Gaming Commission Review Cap-Ex Committee Approval Finance Committee Approval *For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines. Public Packet Q.~ IGT Page 26 of 54 9295 Prototype Drive Reno, NV 89521 ORDER DETAIL Sales Order# 1126011 Print date: 10/26/2017 14:45:25 Sold To: 3101741 Ship To: 3201455 Oneida Casino P.O. Box 365 Oneida Gaming Warehouse 2170 Airport Drive Green Bay WI 54313 Oneida WI 54155-0365 Page 1 of 4 Installed At: 3101741 Oneida Casino 2020 Airport Dr Green Bay WI 54313-5538 Legal Name: Oneida Nation Account Manager: Billing Terms: Document Type: Customer Purchase Order: lncoterms: Currency: Carrier: Order Date: Ralph Marvin Net30 Sale Ref# Qty Description Unit Price 100 15 MACHINE: S3000 17,999.00 Ticket Tray Subtotal (Options) Theme Machine Gross Disc % Total Disc% FOB - IGT Facility of Origin USD 10/26/2017 Unit Disc. Unit Net Price Extended Price 17,999.00 269,985.00 15.00 15.00 15.00 225.00 2,995.00 44,925.00 5,252.25- 2,995.00 5,252.25- 5,252.25- 15,756.75 236,351.25 25.00021,009.00 78,783.75- New, Midnight Black Wrinkle, Black Chrome, PT Ready I No PT, Bally SOS /View PT Ready, Future Logic Gen 5 (USBINTPLX), /Vision, EZ-Pay Installed (No Hopper), $1 Insert, Chop TB, Yes High Limit 15 3000 4 TPL STRIKE 3R9L ASC MACHINE: CRYSTAL CURVE Ticket Tray Subtotal (Options) Theme Machine Gross Disc % Total 24,000.00 24,000.00 96,000.00 15.00 15.00 15.00 60.00 3,995.00 7,002.50- 3,995.00 7,002.50- 15,980.00 28,010.00- 7,002.50- 21,007.50 84,030.00 25.00028,010.00 New, Midnight Black Wrinkle, Shadow Sand, WILD FURY JACKPOTS ASC, PT Ready I No PT, Bally SOS /View PT Ready, Future Logic Gen 5 (USBINTPLX), /Vision, EZ-Pay Installed (No Hopper), US 1¢ Insert, 41" Curve TB 6000 4 WILD FURY JACKPOTS ASC 3 MACHINE: UN IV LCD SLANT USED AVP 3.0Me Premium Electronics 12,999.00 500.00 25.000- 3,249.75- 9,749.25 29,247.75 Public Packet Q IGT ll ~ ~·': Ref# - Qty Page 27 of 54 9295 Prototype Drive Reno, NV 89521 ORDER DETAIL Sales Order# 1126011 Print date: 10/26/2017 14:45:25 Page 2 of 4 Description Unit Price Disc% Unit Disc. Unit Net Price Extended Pric Subtotal (Options) Theme Standard Button 500.00 2,995.00 1,000.00- 25.00025.000- 125.00748.75- 375.00 2,246.25 1,000.00- 1,125.00 6,738.75 3,000.00- 4,123.50- 11,370.50 34,111.50 Total 15,494.00 Used, Midnight Black Wrinkle, Bronze, GK 8.3 A VP, PT Ready I No PT, Bally SDS !View PT Ready, Future Logic Gen 5 (USB/ NTPLX), /Vision, EZ-Pay Installed (No Hopper), 14" Top Box, No Landscape 10000 3 GK8.3AVP 15 MACHINE: S3000 New, Midnight Black Wrinkle, Black Chrome, PT Ready I No PT, Bally SDS /View PT Ready, Future Logic Gen 5 (USBINTPLX), /Vision, EZ-Pay Installed (No Hopper), $1 Insert, Chop TB, Yes High Limit 30000 4 MACHINE: CRYSTAL CURVE New, Midnight Black Wrinkle, Shadow Sand, WILD FURY JACKPOTS ASC, PT Ready I No PT, Bally SDS /View PT Ready, Future Logic Gen 5 (USB/NTPLX), /Vision, EZ-Pay Installed (No Hopper), US 1¢ Insert, 41" CuNe TB 60000 MACHINE: UN IV LCD SLANT USED Used, Midnight Black Wrinkle, Bronze, GK 8.3 AVP, PT Ready I No PT, Bally SDS /View PT Ready, Future Logic Gen 5 (USB/ NTPLX), /Vision, EZ-Pay Installed (No Hopper), 14" Top Box, No Landscape Order Comments (30) S3000 (8) CRYSTAL CURVE (4) UNIV_LCD_SLANT REFURB PERFORMANCE GUARANTEE: Customer may, in its sole discretion, convert one or more AVP or ASCENT game theme(s) or conversion(s) purchased or placed pursuant to this Order to a different game theme one time within 180 days after the invoice date of the AVP or ASCENT game or conversion identified herein. Such conversions shall be at no cost to Customer provided each conversion is of equal or lesser value to the original game theme; if not, Customer may purchase such conversion by paying the difference in price. Each "Conversion" shall consist of the game software only for a game theme offered by IGT. This offer does not include multigame bundles or participation machines. If this is an International or Dynamic multigame package, Customer may swap out one (1) theme in the bundle, one time, within 180 days. As a condition of converting the game theme, Customer must return the original licensed dongle to IGT. If IGT does not receive the original licensed dongle within 60 days of shipping the Conversion, Customer will be invoiced for the Conversion. The original game theme may not be used in another one of Customer's gaming devices and may not be resold, licensed or used or left in a condition capable of being used or copied by Customer or a third party. Conversions may not be used to convert Customer's preexisting machines that were not purchased or placed pursuant to this Order. All Conversions are subject to all applicable regulatory approvals. Customer shall be solely responsible for any and all shipping costs, applicable taxes, memory upgrades, daily fees, royalty fees and third party license fees. Any applicable royalties or license fees shall be due and payable by Customer prior to the delivery and installation of any Conversion. Failure to return the original dongle shall be a violation of Customer's license for the Conversion and for the original game theme, and any use of the original game Public Packet J~ IGT " Q ~~~ ~ Ref# Qty Page 28 of 54 9295 Prototype Drive Reno, NV 89521 Description Unit Price ORDER DETAIL Sales Order# 1126011 Print date: 10/26/2017 14:45:25 Disc% Unit Disc. Page 3 of 4 Unit Net Price Extended Price theme by Customer or any third party after receipt of the Conversion shall also be considered a breach of the Customer's license agreements for the Conversion and for the original game ~heme and shall constitute infringement of all applicable intellectual property rights of IGT, including without limitation, all copyright rights in the original game theme and Conversion. Customer shall not be relieved of any of its license obligations or conditions and shall be held strictly liable for any illegal or unauthorized use of the original game theme's glass, software, and inserts, as applicable. Standard installation is available 60 calendar days after receipt of signed order. Please provide preferred installation date at the time of order submission. Changes to orders in process may affect delivery date. This quote will expire 90 days after receipt by customer. After 90 days, pricing and availability are subject to review. Customer Requested Delivery Date: _ _ _ _ _ __ Planned Operational Date:._ _ _ _ _ _ _ _ __ *** The below customer profile information is utilized for your machine build orders. Please review and ensure it is accurate, if you find discrepancies please work through your Account Manager to have your profile updated. Printer: Future Logic Gen5 (USB/NTPLX) Player Tracking: Bally SDS !View PT Ready Bill Acceptor: JCM !Vision For the Sale of Machines and Equipment: The new or used equipment sold pursuant to this order is governed by the general terms and conditions reflected in the Equipment Standard Terms and Conditions Agreement dated November 10, 2011 which are incorporated herein by reference. Summary · Machines 30 8 4 MACHINE: S3000 MACHINE: CRYSTAL CURVE MACHINE: UNIV LCD SLANT USED 42 Total Machines Public Packet IGT Q J~ ~ ~; Ref# ~ Qty Page 29 of 54 9295 Prototype Drive Reno, NV 89521 Unit Price Description ORDER DETAIL Sales Order# 1126011 Print date: 10/26/2017 14:45:25 Unit Disc. Disc% Page 4 of 4 Unit Net Price Extended Price 473,657.00 119,164.254,500.00 Gross Sales Discounts Shipping Charges 358,992.75 Subtotal 358,992.75 0.00 Subtotal Non-taxable Subtotal Taxable Tax 0.00 358,992.75 Total USD Pricing may include license fees. However, no discounts are applied to license fees. Discounts are calculated on a per line item basis, so slight rounding difference may occur. Customer acknowledges and agrees to the terms and conditions of any applicable license terms which are located here: http://support.igt.com/apps/support-global-eula.aspx Parties hereto agree that the execution of a facsimile of this order shall have the same force and effect as an executed original and shall be binding upon the parties hereto. Each party may rely upon an electronic or facsimile signature of the other. By Signature below, I here by acknowledge my understanding of the terms and conditions as set forth on the attached sheets or as signed previously. z_ 1\t~ - v~ /~-7 ,/I Customer Signature Date ~-' ' Authoied IG Signature 10/27/17 Date Public Packet Page 30 of 54 CONTRACT I PURCHASE APPROVAL REQUEST Contacts I Date I Requested Review Date 10/262017 I Requestor's Name I 10/31/17 'I_D_A_V_E_E_M_E_R_S_O_N_ _ I Requestor's Phone# 'I-B-u-si-n-es_s_U_n_i_t_N_a_m_e_ _ l GAMING SLOTS I'_X_3_2-12_ _ _ _ _ _ __ I Area Director I'-B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1205060 FAWNE RASMUSSEN lr--E-xe_c_u_ti-.v-e_R_e_p-re_s_e-nt_a_ti_'v-e--1 LOUISE CORNELIUS Description of Contract (Include a summary of the contract as well as benefits associated from the contract) INCREDIBLE TECHNOLOGIES EOA #OC-20170828-CM (4) LEASE GAMES (6) PURCHASE GAMES Terms o(the Contract I Supplier Name INCREDIBLE Vendor Number 1137043 TECHNOLOGIES ,1-t-em-(s_)_P_u-rc_h_a-se_d_ _ r--4-L_E_A_S_E_G_AME _ _S_@ _ _ _ ,.B-ud_g_e-te_d_P_u_r-ch_a_s_e- - r- S N/A ~0- I $50/DAY/GAME 6 PURCHASE GAMES@ $124,440.00 I Total Commitment I Shipping Costs I $124,440.00 I TO BE INVOICED I Trade-in I Book Value I Legal Review Number 'I_C_o_n-tr-a-ct_S_t_a-rt-D-at_e__ l NOVEMBER 2017 I Auto-renewalclause I CAP EX Approval CAP EX Line Item I Contract End Date I YES I NO-X I IfYes,NoticePeriod I YES ~ ~ State License Current I ~v Ir (Gaming Specific) 1 I 11 PURCHASE GAMES 001.1206010.540.105000. 000 .-----------Account Number I FFF LEASEGAMES 001.1206020.540.705203. 000 Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price) I I I I I . 1 1 Supplier Name Bid Amount r-1B-i-dd_e_r-#t-,.1IN_C_RE_D_IB_L_E_T_E_C_H_N_O-LO_G_I_E_S_ _ _ I Bidder#2 I Bidder #3 I Indian Preference I Sole Source I I X 1.-------~ I I.---- Summary of selection criteria or sole source justification: INCREDIBLE TECHNOLOGIES IS ONLY VENDOR WHO CAN SUPPLY THE ONEIDA NATION WITH "LICENSED" INCREDIBLE TECH GAMES .. Approval I Review Dates Legal Review Purchasing Review Gaming Commission Review Cap-Ex Committee Approval Finance Committee Approval *For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines. Public Packet Page 31 of 54 Incredible Technologies 200 Corporate Woods Parkway Vernon Hills, IL 60061 Phone: (847) 870-7027 Fax: (847) 454-9156 www.itsgarnes.com EGM Order Ac~nowledgment :~6it6fiiJ~ i Oneida Nation )C'"']mit~:[:c;] oneida T>lbe-oHndia:ftS<"Cf-Wi5€en- 8/28/2017 P.o. Box 365 Oneida, WI 54160 :fr!~t~~f~ ~;;~d=i::~::ehouse Green Bay, WI 54313 Oneida casino Employee Entrance Security Booth 2020 Airport Dr. l"'~i?Qht;:,tsoi?'.i,$I:#i;l j,:c;~,;:~~>h:.N/A'fi ,":~;-I Infinity Skybox Daily Fee: $50 per day per EGM plus applicable taxes 1- :· ' 'C- ~iax-¥Esttma1~1 , c~ ltEsiimat~lifol:all Special Terms and Conditions: 1) This EOA incorporates the terms of the EGM Sales Agreement between the parties executed on or about January 311 2011 as well as any addendums thereto. 2)To the extent that the terms between the EGM Sales Agreement referred to above and this document differ, this document shall govern. 3) Absent reasonable evidence of exemption torrs satisfaction, all transactional taxes will be added ~t time of invoice including sales tax~ use tax or lease tax as applicable. 4) Freight amounts hall be determined on or about the time of shipment, unless otherwise indicated abOve. 5) For Infinity Skybox, beginning with the 1st day of operation, Customer shall pay IT a Daily Fee equal to $50 per day per EGM. Daily Fee payment shall be due pursuant to the terms of the invoice issued by IT. 6) For Infinity U23, payment terms shall be Net 30. Discounts, if any, including early payment/term discounts, apply only to Une 5 above. 7) Theme Guarantee provides for one no charge theme replacement every 90 days, should the then existing theme be earning less than floor average In the preceding 30 days. 8) For Infinity U23, Theme Guarantee is 12 Months. 9) Infinity U23 Cabinet Warranty is 90 Days. 10)The pricing contained In the EOAis a limited time G2E Show Special Offer (the "Show Special Pricing"). The Show Special Pricing is valid only if this EOAis executed by the parties no later than October 31, 2017. 11} Notwithstanding the foregoing, in no event shall the above~referenced EGM be delivered to the Customer prior to October 1, 2017 By my signature below I agree on behalf of Purchaser to the terms above: Signature Printed Name and Title By my signature below I accept on behalf of IT the terms above: Date James M. Dare, coo __ __}__} Signature Printed Name and Title Rev 08.23.2017 NOT A SEPARATE OFFER TO BUY OR TRANSFER EGM Date Public Packet Page 32 of 54 ATTACHMENT "A" to EOA# OC-20170828-CM RIDER TO GAMING RELATED CONTRACT This is a Rider to the attached agreement entered into between the Oneida Nation and Incredible Technologies, Inc. (the "Contractor") for the services and/or equipment identified in EOA#OC-20170828-CM. The Contractor agrees that nothing contained in these agreements shall be construed as a waiver of any of the Oneida Nation's legal defenses. The Contractor agrees that the contract shall be tenninated if, during the term of the contract or any extension thereof, the Contractor's certificate under Section VII of the Oneida Nation/State of Wisconsin Gaming Compact of 1991 (Compact) is revoked by the Oneida Gaming Commission, Lottery Board, Wisconsin Gaming Commission, or other body so designated by the State of Wisconsin. The contract is subject to the provisions of the Compact and the Contractor shall comply with the Compact and all Oneida Nation laws, ordinances and regulations. A certificate issued under Section VII of the Compact shall not constitute a prope1iy interest under Oneida, state or federal law. The Contractor shall not permit nor employ any person in the course of performance under the contract, if that person: 1. Has been convicted of, or entered a plea of guilty or no contest to, any of the following, unless the person has been pardoned or the Oneida Business Committee waives such restriction by legislative resolution after the applicant or employee has demonstrated to the Council evidence of sufficient rehabilitation and present fitness. a. A felony, other than a felony conviction for an offense under subdiv. b., c. or d., during the immediately preceding 10 years. b. Any gambling - related offense. c. Fraud or misrepresentation in any connection. d. A violation of any provision of chs. 562 or 565, Wis. Stats., a rule promulgated by the Lottery Board, Wisconsin Racing Board, or other gaming regulatory body of the State of Wisconsin, or an ordinance of the Oneida Nation regulating or prohibiting gaming. 2. Has been determined by the Oneida Nation to be a person whose prior activities, criminal record if any, or reputation, habits, and associations pose a threat to the public interest or to the effective regulation and control of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices, methods, or activities in the operation of gaming or the carrying on of the business and financial anangements incidental thereto. The Contractor shall not employ any person who is employed by the Oneida Nation in the conduct of gaming under the Compact and the Contractor warrants that no person employed by the Oneida Nation in the conduct of gaming under the Compact has a direct or indirect interest in the contract. In the event the contract is for the purchase or use of electronic games of chance, the Contractor warrants and represents that each electronic game of chance placed in the Oneida Nation gaming facility: 1. Conforms precisely to the exact specifications of the electronic game of chance prototype tested and approved by the gaming test laboratory; in accordance with Section XV of the Compact and 2. Operates and plays in accordance with .the technical standards prescribed in section XV of the Compact. ACCEPTED AND AGREED TO: By: Date: 'affieJatlles M. Dore Title ~~~-----------------------COO Address Incredible Technologies, Inc. 200 Corporate Woods Parkway Vern on Hills, IL 60061 Rev. 04-2016 09.11.2017 Public Packet Page 33 of 54 CONSULTANT/CONTRACTOR CONFLICT OF INTEREST DISCLOSURE FORM James M. Dore , on behalf of Incredible Technologies, Inc. the "Contractor"), declare this to be a full and complete disclosure of all conflicts of interest with the Oneida Nation. Conflict of interest means any interest, whether it be personal, financial, political, or otherwise, that conflicts with any right of the Oneida Nation to property, information, or any other right to own and operate its enterprises, free from undisclosed competition or other violation of such rights of the Oneida Nation. Therefore, I affirm to the best of my knowledge the following: I, 1. The Contractor is not an employee of the Oneida Nation. (Must include job description if employee of the Oneida Nation.) 2. The Contractor is neither presently involved in, nor is it contemplating any legal actions against the Oneida Nation. 3. The Contractor is not presently involved in any activity or has any outside interests that conflict or suggest a potential conflict with the Oneida Nation. 4. The Contractor is neither involved in nor does it own any business investments which are related to or connected with the Oneida Nation, its programs, departments, or enterprises 5. Neither the Contractor, nor any of its representatives, holds any positions as director or officer in any public or private groups, firms, organizations, or other entities which are substantially or wholly owned by the Oneida Nation. No representative of the contractor sits on any board, commission, or committee of the Oneida Nation. No officer or director of the Company has any conflict as defined above 6. The Contractor is neither applying for, nor receiving, any special services, grants, loans or other programs provided by the Oneida Nation, and has no pending contracts with the Oneida Nation, except as herein disclosed and listed below: If NONE, please check ~ (Attach additional pages, if necessary) During the term of the contract or any extension thereof, I will promptly report any situation which may involve, suggest or appear to suggest any conflict that I may have with the Oneida Nation. If a conflict arises, I am informed and understand that the Oneida Nation may in its sole discretion, terminate the contract without obligation to me. Further, failure to report any conflict shall also be cause to terminate my contract. Signature: ---f?L-/:-~_fi_LQ_~_/_ _ (Rev. 07-2015) Date: 09.11.2017 This form is in accordance with B.C. Resolution #9-28-90-A; Revised by BC 9/4/02 Public Packet Page 34 of 54 CONTRACT I PURCHASE APPROVAL REQUEST Contacts I Date I I 11/6/2017 Requested Review Date 11/8/17 'J_D_A_V_E_E_ME_R_S_O_N__ 'J_R_e_q_u-es_t_o-r'_s_P_h_o_n_e_#____ _X_3_2_1_2_ _ _ _ _ _ __ J Requestor's Name 'I 'J_B_u_si-.n-e-ss_U_n-it_N_a_m_e_ _ J GAMING SLOTS J Area D i r e c t o r ! '_F_A_WNE--RA--SMU--S-S_E_N __ 'J_B_u_si-.n-e-ss_U_n-it_N_u_m_b-er--11205060 'J_E_x-ec_u_t-iv_e_R-ep_r_e-se_n_t_a-ti_v_e__ LOUISE CORNELIDS J Description of Contract (Include a summary of the contract as well as benefits associated from the contract) AGS #00003952.0 AMERICAN GAMING SYSTEMS 18 GAMES $309,500.00 Terms o(the Contract I AGS I SLOTGAMES J Vendor Number 1 142628 J Budgeted Purchase I YES -X I Total Commitment I 1 $3o9.5oo.oo J Trade-in I Book Value I I I Shipping Costs 1 I Supplier Name J Item(s) Purchased I Contract Start Date I Auto-renewal clause I I $4,5oo.oo I NOVEMBER2017 I YES I NO-X NO I Legal Review Number I I Contract End Date I PURCHAim DATE J If Yes, Notice Period CAP EX Approval FFFI CAP EX Line Item I 001.1206010.540.105000. I Account Number State ~icense ~~rrent (Gammg Specific) 000 I FFF I Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price) Supplier Name I Bidder #1 I Bidder #2 ,------------------- I Bid Amount I Indian Preference AGS Sole Source X I Bidder #3 Summary of selection criteria or sole source justification: AGS IS ONLY VENDOR WHO CAN SUPPLY THE ONEIDA NATION WITH "LICENSED" AGS GAMES .. Approval I Review Dates Legal Review Purchasing Review Gaming Commission Review Cap-Ex Committee Approval Finance Committee Approval *For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines. Public Packet Page 35 of 54 AGS EQUIPMENT SALES & SECURITY AGREEMENT AGS Contract# 00003952.0 Date: November 3 2017 SUMMARY Special Terms: Sold cabinets have a 180-day game performance guarantee (as described below). Game perfonnance guarantee: Should the games installed on the cabinets perfonn below the criteria outlined below by the end of the first one hundred eighty (180) days following installation, AGS shall replace the games, converting to another applicable AGS game ("Conversion) at no cost to Customer, other than freight charges. Games shall be eligible for a Conversion under this wan·anty if the games are performing at less than one hundred (100%) of all the other comparable slot machines on the casino floor including without limitation denomination, game type, floor location, etc., exclusive of video poker machines, and multi-site progressive linked machines, specialty machines or machines used in special promotions. This AGS Sale Agreement ("Agreement") is entered into by and between AGS LLC ("AGS") and Onedia Nation of Wisconsin ("Customer") at the facility location of Oneida Bingo & Casino at 2020 Airport Drive, Green Bay, WI 54313 and associated with the (collectively the "Tribe" or "Customer"). This Agreement shall be effective upon the last date signed below ("Effective Date"). Pursuant to this Agreement AGS agrees to sell the Gaming Equipment as specified above or as may be set forth in separate orders signed by AGS and Customer and/or a Customer's Facility ("Order(s)" for the "Gaming Equipment" set forth therein). Each Order shall be governed by and subject to all of the tem1s and conditions set forth in this Agreement, as well as the te1ms and conditions set forth in such Order. I. Definitions. a. "Customer's Facility or Customer's Facilities" shall mean, except as othe1wise defined herein, a Customer owned, managed, operated or affiliated facilities including any facilities subsequently acquired, managed or operated by or affiliated with the Customer. b. "Gaming Equipment" shall mean the equipment, License Software, accessories, and associated equipment as specified within the Summary above and any additional equipment, License Software, accessories, and associated 1 Public Packet Page 36 of 54 equipment as may be set forth in an Order. The Parties reserve the right to change or adjust the Gaming Equipment from time to time based on reasonable changes, adjustments and/or discretion. c. "Licensed Software" shall mean all intellectual .prope1iy rights embodied in or represented by the computer software, firmware, hardware, the mechanical components, technical manuals and the design, artwork, names and marks contained in the Gaming Equipment supplied by AGS to Customer pursuant to the terms and conditions of this Agreement and the applicable Order. 2. Payment Te1ms: The sales price, shipping and other costs, fees and charges for the Gaming Equipment shall be as set forth above or as set forth in an Order. Unless other payment terms are specified in this Agreement or Order, Customer understands and agrees that payment is due net thirty (30) days from day of invoice. 3. Delivery Terms. AGS will attempt to meet Customer's required delivery date, however time shall not be critical concerning any delivery date. AGS will not be held liable, or responsible for any delay or failure to deliver all or any part of any Order for any reason. Unless there is a written agreement stating othe1wise, the means of delivery shall be determined by AGS. The Customer will be responsible for and pay all shipping costs, which costs shall be billed separately on the invoice. Any risk of loss associated with the Gaming Equipment will be the responsibility of the Customer upon release of the Equipment to the delivery service F.O.B. shipping point. The terms and conditions stated in this Agreement shall prevail over any conflict in terms and conditions between any Purchase Order submitted by Customer and the terms and conditions stated in this Agreement. 4. Warranty. AGS Warrants that for a period of90-days following installation, new AGS machines and equipment installed hereunder will be free from defects and in good working order. Customer's sole and exclusive remedy in the event of defect is expressly limited to the restoration of the Gaming Equipment to good working condition by adjustment, repair or replacement of defective parts at AGS' election. Machines, equipment, and other products not manufactured by AGS but documented on the sales Agreement, are excluded from this warranty, except as specifically provided in this Agreement or Order. 5. Ownership: Title to Gaming Equipment purchased under this Agreement transfers to Customer upon delivery of such purchased Gaming Equipment. AGS has the right to file a UCC-1/Iien on the equipment that will be released when all payments are received. 6. Taxes. To the extent allowed by law, Customer shall report and pay all applicable federal, state, and local taxes, however designated or levied, based upon the Gaming Equipment, Customer's license of the Licensed Software, Customer's use of the Gaming Equipment, this Agreement, or the fees payable under this Agreement, exclusive of taxes based on net income derived by AGS. Customer shall hold AGS harmless from all claims and liabilities arising in connection with Customer's failure to report or pay such taxes. At the time the Agreement is executed, if applicable, Customer shall provide to AGS an exemption certificate or other document acceptable to the authority imposing the tax, fee, or charge. 7. Late Charge. A late charge may be added to any amounts not received by AGS when due. The late charge will be calculated at a rate of 1.5% per month on the outstanding balance, compounded as to principal and interest monthly until paid. 8. Cancellations. Unshipped Gaming Equipment Orders can be cancelled only under the condition that Customer agrees to pay AGS for completed work allocated to Customer's order at time of receipt by AGS of the cancellation notice, along with (a) all costs, direct and indirect for work in progress, and (b) costs resulting fi·om the cancellation, and (c) a reasonable profit to AGS, not to exceed 10% of the total costs incmTed by AGS. 9. Intellectual Property. a. Ownership. Customer agrees that any and all Licensed Software are proprietary to AGS or its licensors and that all right, title and ownership interest therein shall remain vested with AGS or its licensors. Other than as may be expressly allowed by this Agreement, Customer shall not copy or reproduce any Licensed Software, nor shall Customer disclose the Licensed Software to any third party without AGS's prior written consent. AGS claims and reserves all rights and benefits afforded under federal and international copyright and patent law in the Gaming Equipment and all Licensed Software. As to the Licensed Software, the Customer may not: reverse engineer, decompile, reverse compile, disassemble, list print, attempt to obtain the source code or other proprietary inforn1ation from the Licensed Software, modify, and/or create derivative works. b. License. Customer is hereby granted a site specific, non-exclusive, royalty-free, non-transferable license concunent with the te1m of this Agreement and any renewals thereof, to use the Intellectual Property rights embodied in or represented by the computer software, firmware, hardware, the mechanical components, technical manuals and the design, artwork, names and marks contained in the Gaming Equipment or supplied as spare parts by AGS under this Agreement. In addition to any other remedy available to AGS, Customer agrees: a) AGS may seek and obtain injunctive relief against the breach or threatened breach of this Section 9 and may recover attorneys' fees and costs of any action to enforce the provisions of this Section 9; and b) AGS may te1minate Customer's license if Customer fails to comply with any term or condition hereof. This license shall also terminate at such time as Customer shall pennanently cease to use the Gaming Equipment. 2 Public Packet Page 37 of 54 10. Indemnification for Infringement. AGS will defend or settle, at AGS's option and expense, any legal proceeding brought against Customer to the extent that it is based on a claim that the Gaming Equipment infringes a trademark, copyright or currently issued U.S. Patent of a third-party if Customer gives prompt Wtitten notice of the claim to AGS whether or not litigation or other proceeding has been filed or served, gives AGS sole control of the defense and settlement of the claim, provides to AGS all available information and assistance, and has not compromised or settled such claim. If the Gaming Equipment is found to infringe a trademark, copyright or currently issued U.S. Patent, AGS will at AGS's discretion: (i) obtain for Customer the right to use the Gaming Equipment; (ii) replace the Gaming Equipment with non-infringing Gaming Equipment; (iii) modifY the Gaming Equipment so that it becomes non-infringing; or, if none of the above alternatives are available, (iv) remove the infringing equipment and terminate this Agreement. AGS has no obligation under this Section 10 for any claim which results fi·om (i) use of the Gaming Equipment in combination with any equipment not provided by AGS, (ii) AGS 's compliance with designs or specifications of Customer, or (iii) modification or alteration of the Gaming Equipment without AGS's consent or direction. ANY MODIFICATIONS OR ALTERATIONS MADE TO AGS PRODUCTS WITHOUT AGS'S CONSENT IS DONE AT THE SOLE RISK OF CUSTOMER. This Section states the entire liability of AGS and the exclusive remedies of Customer for any and all claims of infringement of any type. II. Indemnification. Except for claims arising under Section 10 (Indemnification for Infringement) or caused solely by AGS's acts or omissions, Customer and AGS will indemnifY and hold each other harmless from and against all claims, liabilities, damages and costs (including legal fees and costs) relating to (i) Customer's use of Gaming Equipment; (ii) any acts or omission of Customer; or (iii) for any claim which results from (a) use of the Gaming Equipment in combination with any equipment not provided by AGS, (b) AGS's compliance with designs or specifications of Customer, or (c) modification or alteration of the Gaming Equipment without AGS's consent or direction. 12. Return. Upon termination of this Agreement for any reason, Customer shall ensure at its own expense that the Gaming Equipment is in as good condition as at the beginning of this Agreement, reasonable and normal wear and tear excepted. 13. Right of Removal. If upon termination of this Agreement for any reason Customer fails or refuses to deliver the Equipment to AGS, AGS shall be entitled to enter Customer's premises or any other premises where the Equipment may be found to remove and take possession of the Gaming Equipment and the Licensed Software without legal process. AGS shall have full, free, and safe access to the entire Gaming Equipment for this purpose. Customer shall bear sole responsibility for segregating and separately stming any equipment, programs, or data not owned by AGS, and Customer shall hold AGS harmless fi·om all claims, liabilities, and damages, including without limitation claims or rights of action for trespass, caused by reason of such removal, nor shall AGS be prejudiced or estopped from pursuing any other remedies to which it otherwise might be entitled on account of Customer's breach. 14. Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its control, including any act of God, the elements, earthquakes, floods, fires, actions or decrees of governmental bodies, failure or delays in transportation or communications, or any act or failure to act by the other party, provided, however, that lack of funds shall not be deemed to be a reason beyond a party's control. 15. DISCLAIMER OF ALL WARRANTIES AND REPRESENTATIONS. THE GAMING EQUIPMENT AND LICENSED SOFTWARE IS SUPPLIED AS IS. AGS DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIPMENT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, INCLUDING BUT NOT LIMITED TO THE FOLLOWING IMPLIED WARRANTIES: NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR A PARTICULAR OR ANY PURPOSE (WHETHER OR NOT AGS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT A WARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BYLAW, BY REASON OF CUSTOM OR USAGE IN THE INDUSTRY, OR BY COURSE OF DEALING. 16. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, OTHER THAN FOR INFRINGEMENT OF ONE PARTY'S INTELLECTUAL PROPERTY RIGHTS BY ANOTHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND- including lost profits, loss of business, or other economic damage, and further including injury to property- AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 3 Public Packet Page 38 of 54 17. MAXIMUMAGGREGATELlABILITY. Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, IN NO EVENT SHALL AGS'S AGGREGATE LlABlLITY TO CUSTOMER (INCLUDING LlABlLITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED OR CLAIMABLE BY CUSTOMER), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO AGS WITHIN THE MOST RECENT 6-MONTH PERIOD, PLUS INTEREST COMPUTED AS OF THE DATE OF ANY FINAL JUDGMENT AGAINST AGS. 18. Dispute Resolution, Arbitration and Waiver of Jury Trial. In the event of any dispute, claim, question, or disagreement arising from or related to this Lease or the breach thereof, the Parties hereto shall use their best effmts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of 30 days then all disputes, claims or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Clark County, Nevada, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The law to be applied in any such arbitration shall be the law of Nevada without reference to its choice of law provisions. The place of arbitration shall be Clark County, Nevada. The Parties waive significant and important rights under Nevada Law (and possibly othet· laws) by agt·eeing to arbitration. This waiver includes the waiver of a right to a jury tl'ial. 19. This Agreement shall be interpreted and construed in accordance with the laws of the state of Wisconsin, regardless of its choice of law provisions, provided that nothing in this Agreement shall be interpreted or construed as a waiver, express or implied of Customer's sovereign immunity. 20. Privileged Licenses. Customer and AGS each acknowledge that the other patty hereto, and its pat·ent company, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental or tribal authorities. If requested to do so by the other party (the "requesting party"), each party (the "requested patty") shall obtain any license, qualification, clearance or the like which shall be requested or required of it by the requesting party or any regulatory authority having jurisdiction over this Agreement or the requesting patty or the requested patty, or their respective parent company, subsidiaries or affiliates. If the requested party fails to satisfY such requirement or if the requesting party, its parent company, subsidiaries or affiliates, is directed to cease business with the requested party by any such authority, or if the requesting party shall in good faith determine, in the requesting party's sole and exclusive judgn1ent, that the requested party, or any of its officers, directors, employees, agents, designees or representatives, (a) is or might be engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which could or does jeopardize the requesting party's business or such licenses, or those of the requesting patty's parent company, subsidiaries or affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be terminated by the requesting party without liability to either party. In addition, Customer and AGS each hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the laws, rules and regulations of the Nevada and other gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming authorities. Customer and AGS each hereby affirms, represents and warrants to the other party that it is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and Customer and AGS each hereby agrees that this Agreement is subject to immediate termination by the other party (without any liability to either party) if it should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee. 21. General Terms and Conditions: a. This Agreement constitutes the entire understanding between the patties with regard to the subject matter of this Agreement. There are no other understandings, expressed or implied, written or oral. This Agreement may not be modified, and no provision herein shall be waived, except by a written instrument signed by both parties. No waiver of any tetm or condition shall be deemed to waive that tetm or condition on a future occasion or any other term or condition, unless explicitly stated with the written instrument representing the waiver. The illegality or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of any legal and enforceable provisions thereof. The prevailing party in any dispute under this Agreement shall be entitled to reasonable attorney's fees and costs incurred in the enforcement of this Agreement. b. This Agreement is subject to, and contingent upon the approval by AGS of Customer's financial data (as requested by AGS), and receipt of such opinions of counsel to Customer as requested by AGS. 4 Public Packet Page 39 of 54 22. No Management Contract. The parties agree and acknowledge that this Agreement in no way provides or purports to provide to AGS any management authority or controls over Customer's gaming operations that would require review and approval of this Agreement by the National Indian Gaming Commission ('NIGC'). To the extent the NIGC determines that this Agreement does constitute a management contract, the parties agree to cooperate in revising and modifying this Agreement to the extent necessary so that NIGC approval pursuant to 25 U.S. C. Section 2701 et seq. is no longer required. If AGS so requests, the parties agree to jointly submit this Agreement in a timely fashion to the NIGC so that the NIGC may conduct its review and detennine whether or not the Agreement does, in fact, constitute a management contract. 23. Assignment. Neither Party shall assign this Agreement, and/or any rights and/or obligations hereunder without the other Party's prior written consent; which consent shall not be unreasonably withheld; provided, however, that either Party may, without notice or the prior written consent of the other Party assign its rights and/or duties under this Agreement to (a) an entity in which it or its parent has a majority ownership and right of control, or (b) any successor entity in connection with a merger, reorganization or other corporate restructuring of the party. Any attempted assignment by either party in violation of this section shall be void. 24. Liabilitv for Damage and Insurance. For purchased Gaming Equipment until Gaming Equipment is paid in full, Customer will bear the risk of loss for Gaming Equipment in Customer's possession. Customer agrees to carry and keep in full force and effect an insurance policy, including property damage and public liability coverage in an amount equal to the full current replacement value of the Gaming Equipment. AGS shall be named as an Additional Insured under said policy or policies and Customer is solely responsible for insurance deductibles. Customer's insurance will operate as primary insurance and no insurance that may be affected by AGS will be called upon to contribute to a loss thereunder. 25. Customer has not and shall not, in connection with the Gaming Equipment, engage in any transaction with any person or entity that would constitute a violation of any Sanctions Laws. For purposes of this clause "Sanctions Laws" means economic sanctions laws and trade restrictions pursuant to sanctions laws ofthe United States, including those administered by the Departments of Treasury and State, and equivalent measures of Switzerland, the European Union, the United Nations Security Council, and applicable laws of any other relevant jurisdictions. 26. Customer and its representatives have not and shall not, in connection with the Gaming Equipment, offer, accept, make, authorize or promise to make any payment or transfer anything of value, direct business, or provide any other personal benefit to any person or entity in order to illegally obtain or retain business or secure any business advantage. Terms used in this paragraph shall be construed in accordance with the provisions of applicable anti-con·uption laws, including the United States Foreign Corrupt Practices Act of 1977, as amended, and any similar anti-corruption laws enacted in any applicable jurisdiction. 27. Compliance with MICS AGS agrees that it shall adhere to and comply with federal and tribal intemal control standards applicable to the Gaming Equipment and services it provides to Customer. Signature below will constitute acceptance of the above and all other terms and conditions ofthis Agreement, including but not limited to the specific authol'ization and agreement to the arbitration and waiver of jury tl'ial as set f01'th in Section 18. AGSLLC Onedia Nation of Wisconsin By: By: (Print name as signed above) (Print name as signed above) Title: Title: Date: Date: 5 Public Packet Page 40 of 54 Oneida Business Committee Agenda Request 1. Meeting Date Requested: 11 / 30 / 17 2. General Information: Session: Open Agenda Header: Executive - See instructions for the applicable laws, then choose one: New Business Accept as Information only Action - please describe: Approve revised OBC SOP entitled Selection of Family Court Judge 3. Supporting Materials Report Resolution Contract Other: 1. redline DRAFT SOP 3. 2. clean copy DRAFT SOP 4. Business Committee signature required 4. Budget Information Budgeted - Tribal Contribution Budgeted - Grant Funded 5. Submissi [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/tribal%3Aoneida_nation%3Aa9389c714ff686fd. Public record. Not legal advice.