EXHIBIT 6A
OFFICE OF THE COMMISSIONER OF BASEBALL
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Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇
Vice President, Umpiring
February 2, 2001
LETTER AGREEMENT
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Attn: ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇
Re: Umpire Evaluation and Testing System
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Dear Ed:
This letter agreement (the "Agreement") will confirm the terms and conditions
under which the Office of the Commissioner of Baseball ("BOC") has engaged
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implement the Umpire Evaluation and Training System described in the "Umpire
Evaluation and Training System Prototype - Development Proposal" dated 15
September 2000 and annexed hereto as Attachment A (the "Proposal"), from Initial
Prototype and Basic Prototype through Release 1.0 (all versions of such
technology are hereinafter referred to, collectively, as the "System"; it being
understood and agreed that certain components of the System are proprietary to
Titan Systems Corporation Atlantic Aerospace Division ("Atlantic Aerospace") and
are incorporated into the System under license from that entity, which has
entered into a side letter agreement with BOC, attached hereto as Attachment C,
with respect to such components. Notwithstanding the foregoing, the
representations, warranties and covenants of QuesTec contained in this Agreement
shall be with respect to the System as a whole); (ii) further develop the System
beyond Release 1.0 on terms and conditions to be negotiated between the parties
in good faith during the term hereof (the "Term"); (iii) install and operate the
System using QuesTec personnel in such baseball parks and other locations as BOC
shall reasonably request; and (iv) employ the System, and capture, process, and
analyze the data and information captured thereby, and deliver the "Data
Products" (as defined below) derived therefrom, to BOC on the timetable and on
the schedule set forth herein and in Attachment B. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Proposal.
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1. Nature and Description of the System. The System will employ
QuesTec's pitch tracking technology, and will be used to support the evaluation
and training of umpires and such other purposes as BOC may reasonably determine
consistent with the terms and conditions hereof; provided that such purposes do
not directly or indirectly infringe on QuesTec's business; and provided further,
if such other uses produce revenue for BOC, BOC agrees to share with QuesTec any
net profits derived from such revenues in an amount and manner to be mutually
agreed upon by the parties in their reasonable determination. The Initial
Prototype of the System has been completed and is now being used for evaluation
and testing purposes in the Arizona Fall League. The Basic Prototype, which will
add (i) a mature scoring capability and database engine for information storage
and retrieval and (ii) an integrated capability to produce a basic set of
pre-defined Data Products (including summary charts and indexed video clips)
will be delivered for field trials during Spring Training 2001, with deployment
of the Basic Prototype in production mode beginning no later than Opening Day of
Major League Baseball's 2001 season. The System version released to production
operation on or before Opening Day shall be designated Release 1.0. QuesTec will
continue to develop and refine the System beyond Release 1.0 based on the needs
of BOC. The requirements, goals, cost, payment terms, and schedule for such
follow-up development will be determined by mutual agreement of the parties from
time to time during the Term. Further specifications and information concerning
the System can be found in Attachment A hereto, as the same may be amended from
time to time by written agreement of the parties during the Term. In the event
of an inconsistency between the terms and conditions of this letter agreement
and of its Attachments, the terms and conditions of this letter agreement will
prevail.
2. "Data Product" Deliverables. As noted above, a key purpose for the
development and use of the System by BOC is BOC's desire to evaluate umpire
performance in accurately determining balls and strikes during game situations
and to obtain timely feedback information for use in training umpires to improve
their pitch evaluation skills. QuesTec will install the System as provided
herein at each location specified by BOC (it being understood and agreed that
the first production system will be installed at one of the Major League
stadiums in New York City) and provide the required number of trained personnel
to operate the same in such locations during each game or other event designated
by BOC. In addition, QuesTec will train up to five (5) BOC personnel (at BOC's
reasonable expense) in the installation, testing, and operation of the System
and the capture of the raw data and creation of the Data Products at such times
and places as BOC may reasonably request. The raw data, described in Attachment
B, captured by the QuesTec personnel operating the System will be processed by
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QuesTec to provide a variety of "Data Products" which will be delivered to BOC
in the manner and form described on Attachment B or in such other manner or
format as the parties may agree form time to time. By way of summary, the
initial set of standardized Data Products will include a (i) Pitch-by-Pitch
Report; (ii) Pitch Location Chart, (iii) Call Accuracy Chart, (iv) Call
Consistency Chart, and (v) Performance summary. Each of these Data Products is
described in more detail in Attachment B hereto. Additional Data Products will
be developed by QuesTec during the Term by mutual agreement with BOC.
3. Ownership of the System and the Data Products.
a. The System. Except as otherwise expressly set forth in Paragraph
8 hereof, BOC acknowledges and agrees that it will not, by virtue of this
Agreement, obtain any ownership rights in or to the System.
b. The Data Products. QuesTec hereby acknowledges and agrees that
BOC shall be the exclusive owner throughout the world of all right, title and
interest in and to the Data Products and the raw data on which they are based,
as described in Attachment B, from time to time of the capture by the System of
the latter and of the fixation in a tangible medium of expression of the former.
This ownership shall be limited to uses consistent with the intended use of the
information set forth herein. To the extent such exclusive ownership does not
vest automatically in BOC by operation of law or other provisions of this
Agreement, QuesTec hereby assigns to BOC any and all right, title and interest
it and its agents or contractors may have to the same, agrees not to make any
claims or assertions to the contrary, and further agrees not to use the raw data
captured by the System or the Data Products for any purpose not authorized in
writing by BOC prior to any such proposed use. In addition, QuesTec agrees to
take such further action as BOC may deem reasonably necessary (at BOC's expense)
to record and /or perfect BOC's exclusive worldwide ownership of the raw data
captured hereunder and of the Data Products, and hereby irrevocably appoints BOC
as its agent and attorney-in-fact to do the same on its behalf. QuesTec agrees
not to make available to any person providing broadcasts (including cablecasts
and distribution by satellite and other means) or webcasts of baseball games in
the United States or Canada, any baseball-related system, technology,
information or data with a resolution or accuracy similar to that of the System,
without the prior written consent of BOC; provided, however, that the foregoing
restriction shall not apply if its enforcement would be to QuesTec's commercial
detriment because a third party had undertaken to provide such a system to such
persons.
4. Consideration. In consideration of the performance by QuesTec of its
obligations hereunder, BOC shall pay QuesTec (a) a Prototype Development Fee;
(b) a Stadium Installation Fee; and (c) an Operations Fee, as follows:
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a. Initial Prototype, Basic Prototype and Release 1.0
Development Fee.
i. Three Hundred Twenty Thousand Dollars ($320,000.00)
within ten (10) business days of the execution hereof;
ii. One Hundred Thousand Dollars ($100,000.00) within ten
(10) business days of written certification by QuesTec
of the successful testing and deployment of the "Basic
Prototype" in production mode (full-time operation) in
those locations agreed to by both parties and the
certification by QuesTec that each such installation is
available for use in production operating conditions;
and
iii. One Hundred Thousand Dollars ($100,000.00)] within ten
(10) business days of written certification by QuesTec
of the testing and successful deployment of "Release
1.0" in production mode (full-time operation) in those
locations agreed to by both parties and the
certification by QuesTec that each such installation is
available for use in production operating conditions.
b. Stadium Installation Fee
Thirty Thousand Dollars ($30,000.) as follows: (i) Ten
Thousand Dollars ($10,000.) Within ten (10) business days of
the designation by BOC of a stadium in which the System is to
be installed and (ii) an additional Twenty Thousand Dollars
($20,00.) within ten (10) business days of written
certification by QuesTec of completion of the successful
installation of all equipment required to operate the System
in each such stadium and the testing and certification by
QuesTec that such installation is available for use in
production operating conditions.
c. Operations Fee
Two Hundred Dollars ($200.) for each game in which the System
is used successfully to produce the required Data Products,
and Two Hundred Dollars ($200.) per day in which the System is
used successfully to produce the required Data Products in a
non-game context; provided that, in each case, such amounts
shall be payable
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to QuesTec in the event any such scheduled game or other event
is not cancelled more than two hours prior to its scheduled
beginning and QuesTec personnel have traveled to the location
where such use of the System was scheduled.
d. No Additional Charges
The foregoing items represent the entirety of BOC's financial
obligations hereunder, and QuesTec acknowledges and agrees that BOC shall have
no other obligations in such regard, including by way of example and not
limitation, any obligation for the travel, lodging, out-of- pocket or other
expenses of QuesTec personnel performing services hereunder.
5. Imprimatur
The parties hereto will continue to discuss the possibility, but BOC
shall have no obligation, to arrange to have QuesTec have the right to use the
phrases "Official pitch measurement technology of Major League Baseball" or
"Official pitch measurement technology provider to Major League Baseball," or a
similar phrase as may be agreed by the parties, in advertising, press releases,
and other media consistent with any guidelines of Major League Baseball
governing the use thereof by authorized parties. In any event, in all
advertising, press releases and references by Major League Baseball referring to
the technology and data provided by QuesTec pursuant to this Agreement, BOC
shall use its best efforts to prominently credit QuesTec with the production,
development and operation of the System, technology and data which is the
subject of this Agreement. In turn, QuesTec agrees not to make any public
announcement or issue any press release mentioning Major League Baseball without
BOC's prior written consent. BOC further agrees that QuesTec may disclose the
terms of this Agreement when necessary to comply with the federal securities
laws. Performance Warranty.
a. QuesTec represents and warrants that each iteration of the
System (including, but not limited to, the Initial Prototype, Basic Prototype,
and Release 1.0) will conform in all respects and will operate in conformity
with the specifications set forth in Attachment A (the "Specifications") under
production operating conditions typical for playing baseball at that time of
year in the stadium in which the System is installed, and that each and every
Data Product will conform to the Specifications upon its delivery to BOC, in
both cases during the Term (the "Performance Warranty").
b. The obligations of QuesTec with respect to the Performance
Warranty shall be as follows: In the event of any failure of the System to
materially
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conform in any respect or to operate in conformity with the Specifications or of
the Data Products to conform to the Specifications during the Term, QuesTec will
use its best efforts promptly to repair the same, it being understood and agreed
that such repair shall be the highest priority activity for those QuesTec
personnel assigned to the operation and/or maintenance of the System. In the
event QuesTec is unable promptly to repair a material nonconformity of the
System to meet the Specifications during the Term, BOC may, in its sole
discretion, declare that such failure constitutes an Event of Default, and so
notify QuesTec, in which case the provisions of Paragraph 11 hereof shall apply.
6. Further QuesTec Representations and Warranties. QuesTec further
represents and warrants that:
a. it has all rights and licenses necessary for it to perform the
services it has undertaken to perform hereunder and to deliver,
install and operate the System, and to create and deliver each
Data Product, including, without limitation, all necessary
intellectual property and other property rights and licenses
necessary therefor;
b. neither the performance by QuesTec of the services it has
undertaken hereunder, or the delivery by QuesTec of the System
or of the raw data or any Data Product to BOC, will infringe the
copyright, trademark, trade secret, patent or other rights of
any third party;
c. neither its execution of this Agreement nor its performance of
its obligations hereunder will violate any agreement between
QuesTec and any third party; and
d. QuesTec's services will be performed in a professional and
workmanlike manner and shall conform without material deviation
to the specifications agreed upon by the parties from time to
time.
7. BOC Representations and Warranties. BOC represents and warrants that
neither its execution of this Agreement nor its performance of its obligations
hereunder will violate any agreement between it and any third party or of any
collective bargaining agreement to which its is a party.
8. Security Interest in System; Source Code Escrow.
a. Security Interest in System. To secure the complete and
timely satisfaction of all of its obligations hereunder, QuesTec
hereby grants, conveys and
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assigns to BOC, as and by way of a first mortgage and security
interest having priority over all other security interests, with
power of sale, to the extent permitted by law, only upon the
occurrence of an Event of Default, all of QuesTec's right, title
and interest in and to all of its now owned or existing and
hereafter acquired or arising (i) tangible embodiments of the
System, and (ii) all of the equipment used in connection with the
operation of the System wherever located. The items subject to
the security interest set forth in the preceding sentence are
hereinafter referred to as the "Collateral". QuesTec represents
and warrants that the Collateral is and shall remain during the
Term, free and clear of any and all other liens, claims,
encumbrances and the like and that it has full authority to use
the same as collateral and agrees to defend the Collateral
against all other persons who, at any time, may claim an interest
in it. QuesTec will not assign, transfer, sell or otherwise
dispose of any item of the Collateral without the prior written
consent of BOC which shall not be unreasonably withheld. The
foregoing assignment is made for collateral purposes only. Upon
performance in full by QuesTec of its obligations hereunder, all
remaining right, title and interest in and to the Collateral
shall automatically revert to QuesTec.
b. Source Code Escrow.
(a) For the purposes hereof, the Collateral will include the
"Source Code" to the System, where such source code is owned by
QuesTec, delivered to the "Escrow Agent" described below plus any
pertinent commentary or explanation that may be necessary to render
the Source Code understandable and usable by a trained computer
programming expert. The Source Code shall include system
documentation, statements or principles of operation and schematics,
all as necessary or useful for the effective understanding and use
of the Source Code. Insofar as the "development environment" used by
QuesTec for the development, maintenance, and implementation of the
Source Code includes any device, programming or documentation not
commercially available to BOC on reasonable terms, through readily
known sources other than QuesTec, the Source Code shall include all
such devices, programming or documentation. The foregoing reference
in this Section 9(b) to "Development environment" is intended to
apply to any programs, including compilers, "workbenches", tools,
and higher-level (or "proprietary") languages used by QuesTec for
the development, maintenance, and implementation of the Source Code
with the exception of any and all programming or documentation
provided by Atlantic Aerospace.
(b) QuesTec agrees to place the Source Code to the System in
escrow with an escrow agent mutually agreeable to the parties (the
"Escrow Agent") no later than ten (10) business days from the
execution of the escrow agreement described below, and to update
such deposits from time to time upon any material changes to the
System,
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in all cases for the benefit of BOC on the terms and conditions
hereof and of a source code escrow agreement containing terms and
conditions hereof and of a source code escrow agreement containing
terms and conditions usual to such agreements and executed by the
parties no later than ten (10) business days form the execution of
this Agreement. The Source Code shall be released to BOC on the
occurrence of any event of Default by QuesTec, and BOC shall be free
itself to use (and to authorize its agents and contractors to use)
the same solely for the purposes for which the System is being
operated hereunder. BOC's rights to do so shall be irrevocable,
royalty-free, and worldwide, for a term equal to the remaining term
of the agreement at the time of the Event of Default.
9. Term; Affiliate Pricing. This Agreement shall be effective as of the
date hereof and shall continue in force and effect for a period of five (5)
years unless sooner extended or terminated under the provisions hereof. QuesTec
agrees that it will offer MLB Advanced Media, L.P. ("MLBAM"), an affiliate of
BOC, the opportunity to purchase, and will provide to such entity, such
Internet-related services as MLBAM may request and as QuesTec may provide to
other third parties (including goods and services such as those provided by
QuesTec for the Official Site of Major League Baseball during the 1998-2000
period) for a price and on terms and conditions no less favorable to MLBAM than
those granted by QuesTec to any other third party for a period of ninety (90)
days prior to such grant. In consideration for the foregoing, BOC agrees to use
the System in a minimum of two thousand (2,000) games during the five-year term
hereof.
10. Events of Default; Remedies Upon Default.
a. It shall be considered an event of default under this Agreement
(an "Event of Default") if (i) QuesTec is the subject of a notice of default
under Paragraph 6(b) hereof, (ii) either party commits an act of bankruptcy or
becomes the subject of any proceeding under the Bankruptcy Code or any state
bankruptcy laws, or becomes insolvent, or if any substantial part of its
property becomes subject to any levy, seizure, assignment or application for
sale which shall not have been dismissed within thirty (30) days or (iii) either
party has materially breached any of its representations, warranties or
covenants or failed materially to perform any of its other obligations hereunder
(other than the obligations of QuesTec with respect to which a notice of default
under Paragraph 5(b) hereof may be issued) for a period of thirty (30) days
after notice thereof.
b. Either party may provide the other with a notice of termination
if the other party shall have committed an Event of Default hereunder by setting
forth the nature of such Event of Default and the effective date of such
termination in accordance with the applicable grace periods set forth in
subparagraph (a) above. Any such notice shall become effective in accordance
with its terms. In the event of any such termination,
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the parties will have no continuing contractual obligations to one another other
than those obligations expressly surviving termination or expiration of this
Agreement, and those contractual obligations relating to the orderly
disengagement of their relationship, and to return to one another the
confidential or proprietary materials of the other in their possession.
11. Survival of Representations and Warranties and of Certain Other
Provisions. Notwithstanding anything to the contrary contained herein, the
obligation of BOC to make payments to QuesTec of amounts already accrued and not
yet paid and the respective representations, warranties and obligations of
indemnification of the parties contained in this Agreement, or in any documents
delivered pursuant to the provisions of this Agreement, shall survive the
execution of this Agreement, any termination thereof, and any examination made
by or on behalf of the parties hereto, for a period of five (5) years after any
such termination. In addition, the provisions of Sections 3, 4, 8, 10, 12, 13,
14, 15, 16, 17, 18, 22 and 24 shall survive expiration or termination of this
Agreement for a like period.
12. Indemnification.
a. Each of the parties hereby agrees to indemnify the other and the
respective owners, general and limited partners, officers, directors, employees,
shareholders, successors and permitted assigns of each of them, and to hold each
of them harmless from and against any and all demands, claims, actions or causes
of action, assessments, losses, damages, liabilities, costs and expenses,
including, without limitation, interest, penalties, and reasonable attorneys'
fees and expenses (collectively, "Losses") asserted against, imposed upon or
incurred by any of them, resulting from any breach of or any inaccuracy in its
representations and warranties, or any breach, non-fulfillment or default in the
performance of its covenants and agreements contained in this Agreement, or in
any certificate or document delivered by it pursuant to the provisions hereof.
QuesTec's indemnification obligations shall also extend to any Losses incurred
by the BOC indemnification parties resulting from any claim of infringement or
other violation of the rights of any third party with respect to the System, the
raw data or any of the Data Products.
b. Without limiting the generality of the foregoing, the party who
may be obligated to provide indemnification hereunder (the "Indemnifying Party")
will, in addition to its obligations of indemnification set forth in Section
12(a) hereof, defend the party claiming the right of indemnification (the
"Indemnified Party"), and have the exclusive right, if it so chooses, to control
and direct the investigation, defense, or settlement of claims subject to
indemnification, provided that any such settlement shall
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be subject to the consent of the Indemnified Party as shall any settlement which
materially adversely affects the Indemnified Party's commercial interests.
13. Insurance. Without limiting any other obligation or liability of
either party under this Agreement, QuesTec agrees that upon execution of this
Agreement, through its entire effective period, and for not less than six (6)
months thereafter, it shall procure and maintain insurance coverages with terms
and conditions and limits that are reasonable and prudent in the context of its
business in general and this Agreement in particular, but in no event less than
those specified below.
a. Commercial General Liability Insurance with limits per
occurrence, of not less than One Million Dollars ($1,000,000) and Two
Million Dollars ($2,000,000) in the aggregate, shall cover liability
arising from operations, personal injury and advertising injury, and
liability assumed under an insured contract, including tort liability
of another assumed in a business contract.
b. Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000) for each accident. Such insurance shall
cover liability arising out of any auto, including owned, hired and
non-owned autos.
c. Workers: Compensation and Employers' Liability Insurance with
statutory limits for Workers' Compensation as applicable in any state
in which QuesTec is required to carry such insurance and Employers'
Liability limits of not less than One Million Dollars ($1,000,000).
d. Umbrella Liability Insurance, in excess of 1, 2 & 3 above, with
limits of not less than Nine Million Dollars ($9,000,000) per
occurrence and in the aggregate.
e. Commercial personal property insurance shall, at a minimum,
cover perils under the ISO special causes of loss form. The amount of
insurance shall cover the replacement cost of the property insured.
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f. The policy(ies) of insurance procured and maintained as
required by this Agreement shall include a waiver of subrogation in
favor of BOC and all of its affiliated entities.
g. The policy(ies) of insurance procured and maintained as
required by this Agreement, with the exception of Workers' Compensation
and Employers' Liability Insurance, shall defend and designate BOC and
all of its affiliated entities as "Additional Insureds", along with
BOC's trustees, directors, officers, members, employees, agents and
representatives, with respect to the activities of QuestTec pursuant of
incidential to this Agreement.
h. In the event that Insurance limits required by this Agreement
are reduced by claims to a level that are required, QuesTec shall
inform BOC and, at QuesTec's own expense, replenish such limits.
i. Upon presentation of a fully executed Agreement, QuesTec agrees
to provide a certificate(s) of insurance from its insurance carrier(s).
Certificates of insurance shall be renewed annually and forwarded to
BOC's Finance Department. Certificates shall be accompanied by a copy
of the respective Additional Insured endorsements and other
endorsement; as necessary to demonstrate that all required conditions
have been met. In lieu of provision of the endorsements, a party may
provide a certified statement from its insurance carrier(s) that such
condition(s) have been met by the policies. All required policies of
insurance must contain a provision mandating thirty (30) days written
notice to BOC of cancellations, if canceled prior to expiration (except
for non-payment of a premium which may be not less than ten (10) days),
non-renewal. or material change affecting this Agreement.
j. Each insurance policy that is required under this Schedule
shall be from insurance carrier(s) qualified to conduct business in the
State(s) in which QuesTec conducts business pursuant to this Agreement.
Carriers issuing General Liability and Automobile Liability Insurance,
as required above, shall have an A.M. Best rating of at least B++ VIII.
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14. Confidentiality
Each of the parties hereby acknowledges that in the course of
performing its obligations hereunder the other may disclose to it certain
information and know-how of a technical, financial, operational or other sort,
which the disclosing party has identified as confidential, that is non-public
and otherwise confidential or proprietary to the disclosing party. Each party
acknowledges that any such proprietary or confidential information (which, in
the case of BOC, will include without limitation and in all events, the Data
Products and the raw data on which they are based, which, though captured and
analyzed by QuesTec, shall be considered the confidential and proprietary
information of BOC) is of considerable commercial value and that the disclosing
party would likely be economically or otherwise disadvantaged or harmed by the
direct or indirect use or disclosure thereof, except as specifically authorized
by it. Each party therefore agrees to keep in strict confidence and trust all
such information, and agrees not to use such information except as expressly
permitted hereby or to disclose such information to any third party (other than
their respective affiliates, financial advisors and consultants, each of whom
shall have undertaken in writing to be bound by the confidentiality provisions
hereof before any disclosure to them) for any purpose without the prior consent
of the other. Each of the parties agrees that because of the extraordinary
nature of such information, the disclosing party would not have an adequate
remedy at law in the event of the other party's breach or threatened breach of
its nondisclosure obligations, and that it would suffer irreparable injury and
damage as a result of any such breach. Accordingly, in the event of a breach or
threatened breach of the obligations of confidentiality set forth in this
section, in addition to and not in lieu of any legal or other remedies such
party may pursue hereunder or under applicable law, each party hereby consents
to the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction) against it by
a court of competent jurisdiction, without the necessity of proving actual
damages or posting any bond or other security therefor, prohibiting any such
breach or thr4atended breach. In any proceeding upon a motion for such equitable
relief, a party's ability to answer in damages shall not be a bar, and shall not
be interposed as a defense, to the granting of such equitable relief. The
provisions of this section shall survive the termination of this Agreement for
any reason. The provisions of this Section shall not apply to any information
identified as confidential if and to the extent it was (i) independently
developed by the receiving party as evidenced by documentation in such party's
possession, (ii) lawfully received by it free of restrictions from another
source having the right to furnish the same, (iii) generally known or available
to the public without breach of this Agreement by the receiving party, or (iv)
known to the receiving party free of restriction at the time of such disclosure
as evidenced by documentation in such party's possession. The parties agree that
immediately upon termination of this Agreement, without regard to the reason for
such termination, the parties shall forthwith return to one
▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ LETTER AGREEMENT
▇▇▇▇▇▇▇.▇▇▇ ----------------
February 2, 2001
Page 13
another all confidential information of the other in their possession. Included
within the definition of "confidential information" hereunder are the
relationship of the parties hereto and the existence and terms and conditions of
this Agreement. Neither party may issue any public statement concerning the
foregoing (including, by way of example and not limitation, by way of a press
release or other statement) without the prior written consent of the other.
Without limiting the generality of the foregoing, BOC agrees that QuesTec may
issue a press release announcing execution of this Agreement after BOC has
reviewed and consented to the contents thereof, and may from time to time
thereafter use BOC as a customer reference in QuesTec's list of customers.
16. Remedies Cumulative. The remedies provided by this Agreement are
not intended to be exclusive. Each shall be cumulative and shall be in addition
to all other remedies available to either party under law or equity.
17. Further Assurances. Each party agrees to execute, acknowledge,
file, and record such further documents and do such further acts and things as
may be required hereunder or as shall be reasonably necessary to carry out the
intent and purposes of this Agreement.
18. Governing Law. this Agreement shall be construed in accordance with
the laws of the State of New York, without reference to the conflict of laws
provisions thereof. Each of the parties hereby irrevocably submits to the
exclusive jurisdiction and venue of any court of competent jurisdiction located
in New York County, New York, in any action, suit or proceeding brought against
it by the other party under this Agreement.
19. Entire Agreement. This Agreement and its Attachments together
constitute the complete understanding and agreement of the parties with
respect to the subject matter hereof, and supersede all prior communications
with respect thereto. They may not be modified, amended or in any way altered,
except in a writing signed by both parties. No agent of any party hereto is
authorized to make any representation, promise or warranty inconsistent with
the terms hereof.
20. Counterparts. This Agreement may be executed in counterparts all of
which together shall be deemed one and the same Agreement.
21. Parties Independent Contractors. The parties to this Agreement are
and shall remain independent contractors, and nothing herein shall be construed
to create a partnership or joint venture between them, and neither shall have
the power or authority to bind of obligate the other in any manner not expressly
set forth herein.
▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ LETTER AGREEMENT
▇▇▇▇▇▇▇.▇▇▇ ----------------
February 2, 2001
Page 14
22. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
23. No Waiver. No term or provision hereof shall be deemed waived and
no breach excused unless such waiver or consent shall be in writing and signed
by the party claimed to have waived or consented. Any consent by any party to.
or waiver of, a breach by the other, whether express or implied, shall not
constitute a consent to, waiver of, or excuse for any other different or
subsequent breach
24. Assignment. QuesTec may not assign this Agreement without the prior
express written consent of BOC which shall not be unreasonably withheld. BOC, in
its sole discretion, may assign this Agreement to any if its affiliates. This
Agreement shall inure to the benefit of the parties hereto, their successors,
and permitted assigns.
25. Notices. all notices, requests or communications required hereunder
shall be in writing and shall be deemed to have been duly given (i) upon
delivery, if delivered personally against written receipt (ii) five (5) days
after posting by certified air mail, postage prepaid, return receipt requested,
(iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day,
if delivered by a recognized international overnight commercial courier, such
as Federal Express or DHL, addressed in each instance to the parties at the
following addresses (or at such other addresses as shall be given by either of
the parties to the other in accordance with this Paragraph):
If to BOC:
Office of the Commissioner of Baseball
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10167
Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President, Umpiring (with a required
copy to General Counsel, Office of the Commissioner of
Baseball, at the same address)
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ LETTER AGREEMENT
▇▇▇▇▇▇▇.▇▇▇ ----------------
February 2, 2001
Page 15
If to QuestTec:
▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇--▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
26. Force Majeure. Neither party shall be liable for any delays or
failures to perform any of its obligations hereunder to the extent that such
delays are due to circumstances beyond its control, including acts of God,
strikes, riots, acts of war, or governmental regulations enforced after the date
hereof; provided that the term of this agreement shall be automatically extended
for an amount of time equal to any such delay to ensure that each of the parties
receives the benefit of its bargain hereunder.
If you are in agreement with the foregoing, kindly sign and return the
enclosed copy of this letter, whereupon it will become a binding agreement
between us.
Very truly yours,
OFFICE OF THE COMMISSIONER OF
BASEBALL
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Umpiring
ACCEPTED AND AGREED:
▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ LETTER AGREEMENT
▇▇▇▇▇▇▇.▇▇▇ ----------------
February 2, 2001
Page 16
▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Founder
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
ATTACHMENT A
------------
Umpire Evaluation and Training System Prototype
Development Proposal
15 September 2000
Prepared for
Major League Baseball
By
▇▇▇▇▇▇▇.▇▇▇
Deer Park, NY
Point of Contact: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (▇▇@▇▇▇▇▇▇▇.▇▇▇)
ATTACHMENT A
------------
Introduction
This proposal is for the development of a prototype of an Umpire
Evaluation and Training System using ▇▇▇▇▇▇▇.▇▇▇'s proprietary pitch tracking
technology. The system is intended to support the evaluation of umpire
performance in accurately determining balls and strike during game situations
and providing timely feedback for use in training umpires to improve their pitch
evaluation skills.
Functional Specification
Development Phases
The system will be developed using a phased approach. The phases will
be:
Initial Prototype - This phase will include mature tracking and
measurement capability but only rudimentary scoring and data product creation
capability. The intent of this phase is to provide an initial look at the
technology to begin the familiarization and acceptance process. This phase will
be delivered in mid-October 2000 for evaluation during the Arizona Fall League.
Basic Prototype - This phase will add a mature scoring capability and
database engine for information storage and retrieval and an integrated
capability to produce a basic set of pre-defined data projects including summary
charts and indexed video clips. The intent of this phase is to provide an
initial operational configuration that can be used for data collection and data
product creation by trained operators and to provide the context for discussion
and definition of additional capability and user requirements. This phase will
be delivered for field trials during Spring Training 2001 and limited deployment
beginning on Opening Day 2001.
Release 1.0 - This phase will add additional functionality to the data
collection segment and introduce an end-user application for display,
manipulation, and evaluation of the data. The intent of this release is to allow
full deployment of a complete end-to-end data collection, dissemination, and
application suite suitable for widespread use throughout the umpire community.
The cost and schedule for this phase will be determined by the requirements
defined using the Basic Prototype. Tentatively, this phase will be delivered in
the second half of the 2001 Season.
ATTACHMENT A
------------
Additional Release - Follow-on phases of development will be defined based on
the needs of the user community and the desires of Major League Baseball for
expanded capability. The requirements, goals, cost, and schedule for these
phases will be determined during preceding phases.
Initial Prototype Functionality
The focus of the Initial Prototype will be tracking accuracy and
capability to demonstrate the potential use of the technology for umpire
training through selected data products. The Initial Prototype system
architecture is shown in Figure 1. The key elements of the Initial Prototype
are:
|--------------|
| First Base |
| Tracking |---|
| Camera | | |--------------| |---------------|
|--------------| | | | | |
| |Pitch Tracking| | |----|
|-----------| Application |-------| Scoring | |
| | | | | |
| |--------------| |---------------| |
|--------------| | | |
| Third Base | | | |
| Tracking |---| | |
| Camera | |-------------| | |--------------| |-------------| |------------|
|--------------| | | | | | | | |
| | | | | Chart | | Data |
| |---|Data Reduction|----| Generation |----| Packaging |
| | | | | | | |
| | |--------------| |-------------| |------------|
|--------------| | | |
| Low First | | | |
| Strike | | | |
| Zone Camera |---| | | |
|--------------| | | |--------------| |---------------| | |
| | | | | | | |
| | | Batter | | Strike Zone | | |
|----|------| Snapshots |-------| Normalization |----| |
| | | | | | |
|--------------| | | |--------------| |---------------| |
| Low Third | | | |
| Strike Zoone |---| | |
| Camera | | |
|--------------| | |
| |
| |
| |
| |
|--------------| | |
| Center Field | | |
| Camera (from |---| | |
| broadcaster) | | | |--------------| |---------------| |
|--------------| | | | | | Video Clip | |
| | | SVHS VTR | | Capture (post |-----------------------------------------------------|
|----|------| |-------| game) |
| | | | | |
| | |--------------| |---------------|
|--------------| | |
| TimeCode |---|----|
| (from |---|
| broadcaster) |
|--------------|
Figure 1. Initial Prototype Functional Architecture
Tracking and Scoring Segment - This segment collects the raw data used
for data product generation.
Data Reduction Segment - This segment reduces the overall volume of
information to the data of specific relevance to the umpiring function by
removing data
ATTACHMENT A
------------
related to pitches not called by the plate umpire and be determining the correct
strike zone for each called pitch.
Data Product Generation - This segment processes the reduced data to
produce a standardized set of data products including a Pitch-by-Pitch Report,
Pitch Location Chart, Call Accuracy Chart, Call Consistency Chart, and a
Performance Summary.
The Pitch-by-Pitch Report will present the summary data in tabular form
with indexes to video clips of each pitch. The video indexing capability may be
limited to samples sufficient to show the intended capability. The Pitch
Location Chart will show the actual location of each pitch relative to a
normalized strike zone with color coding to show the call made on that pitch.
The Call Accuracy Chart will show a colored representation of the accuracy of
calls made in areas in and around the strike zone. The Call Consistency Chart
will be similar to the Call Accuracy Chart but keyed to show call consistency in
each area in and around the strike zone. The Performance Summary will be a text
summary of key statistics drawn from the other data products such as Overall
Accuracy, Overall Consistency, etc. Each of these products will be provided as
hardcopy output from the Initial Prototype (later phases will generate these
products on demand in soft or hard copy). The preparation of data products may
take as much as 1 - 3 hours to prepare for the Initial Prototype. Video clips,
in particular, may be time-consuming initially. The goal will be delivery of
charts within 30 minutes of game end.
Basic Prototype Functionality
The Basic Prototype will have similar functionality to the Initial
Prototype. The key differences will include fully supported video clip indexing,
on-demand data product generation, a true database engine capable of storing and
processing data across multiple games, and semi-automated data reduction
allowing dissemination of a complete data package within a goal of 30 minutes
post-game.
Statement of Work
This effort includes four tasks:
Task 1. Initial Prototype - This task includes the development of the
Initial Prototype system, as defined in the Functional Specification, suitable
for live testing and
ATTACHMENT A
------------
evaluation of the technology. ▇▇▇▇▇▇▇.▇▇▇ shall develop and deliver the initial
prototype to a mutually agreed venue that is part of the Arizona Fall League
during mid-October 2000. The Initial Prototype shall be capable of automatically
determining the terminal location of any tracked pitch with a Root Mean Square
(RMS) error of no more than 0.5 inch under reasonable test conditions. The
terminal location shall be defined as the point where the pitch path crosses the
plane determined as the back of the strike zone by the location of the tip of
home plate.
Task 2. Arizona Fall League Testing - This task will include testing
and operation of the Initial Prototype at the selected venue during the period
from delivery through mid-November 2000. ▇▇▇▇▇▇▇.▇▇▇ will furnish sufficient
staff onsite during this interval to install, test, and operate the system on a
daily basis.
Task 3. Basic Prototype Development - This task includes the
development of the Basic Prototype as defined in the Functional Specification.
The Basic Prototype shall be delivered and installed at a mutually agreed venue
at the start of Spring Training 2001. A schedule for testing, evaluation, and
operation of the prototype will be mutually determined no later than February 1,
2001. One or more copies of the Basic Prototype will be installed at selected
venues in time for Opening Day 2001. The cost for installing and operating
additional copies beyond the first will be in addition to the cost of the effort
described in this proposal. The additional cost will be provided, on request,
depending on the number of additional systems required.
Task 4. Specification and Proposal for Development of Release 1.0 -
This task includes the determination of functional specifications and the
preparation of a proposal for the development of the Release 1.0 System. The
proposal will be delivered to MLB on or before May 1, 2001.
Schedule and Cost
The key milestones for this effort are as follows:
Late September 2000 - "Live Fire" accuracy test at Fenway Park
Mid October 2000 - Initial Prototype delivered to Arizona Fall League
Mid October - Mid November 2000 - Testing and evaluation of IP
ATTACHMENT A
------------
Mid February 2001 - Basic Prototype delivered to Spring Training
April 1 2001 - Basic Prototype delivered to selected Major League venue
May 1 2001 - Specification and Development Proposal for Release 1.0 delivered to
MLB
The cost for this effort will be $500,000 US. This cost will include all
development, support, and operating expenses for ▇▇▇▇▇▇▇.▇▇▇ and its affiliates
for the proposed effort.
ATTACHMENT B
------------
[DATA PRODUCTS]
The Data Products deliverables shall consists of a per-game package comprising a
raw data file (or files) and including one or more derivative data products
accessible via a simple interface (probably a web browser) that contain the
following:
A.1 Raw Data
The following raw data will be recorded in a database file (Microsoft Access or
equivalent) for pitches called by the umpire only:
Basic Game Data: Date, Location, Weather, Team IDs
Entry Pitch Location - the point at which the pitch path crosses the plane of
the strike zone at the forward edge of the plate (i.e., the edge toward the
pitcher).
Terminal Pitch Location - the point at which the pitch path crosses the plane of
the strike zone over the tip of home plate.
Normalized Pitch Location - The terminal pitch location normalized by the true
strike zone for the individual batter.
Break of the Pitch - both up/down and left/right
Pitch Speed
Inning
Batter ID
Batter Strike Zone - the top and bottom of the strike zone for the batter for
this pitch
Ball/Strike/Out Count
Pitcher ID
Plate Umpire ID
Time of Day of the Pitch
Umpire's Call
"Correct" Call - determined by applying rules TBD by BOC
In addition, video [fragments] of the centerfield camera view of each called
pitch will be captured and indexed to the raw data, as well as a snapshot of the
batter from the low 1st/3rd cameras. The format of this data is to be determined
by mutual agreement between QuesTec and BOC.
The raw data and video clips will be available approximately 1 hour after the
completion of the game. The data will then be conveyed to a site designated by
BOC using any digital electronic or physical means mutually agreeable to QuesTec
and BOC.
B.1 Derived Products
Pitch-by-Pitch Report - This report will be a tabular format listing of key
elements from the raw data for each pitch including links to the video clips and
batter snapshots.
Pitch Location Chart - This chart will be a 2D graph of pitch location where the
plane of the graph will be the vertical plane of the rear of the strike zone.
Each pitch will be shown using an appropriately sized symbol plotted on a 6-inch
grid as left/right location versus height above the ground. The Entry and
Terminal locations for all called pitches for this game will be shown, color
coded by umpire call.
Call Accuracy Chart - This chart will be a 2D graph of umpire call accuracy over
a normalized strike zone. The normalization will be in both location (to account
for differences in batter height) and left/right (to correct for inside/outside
tendencies) based on the handedness of the batter. Accuracy is defined as the
ratio of correct calls to total calls in a cell 0.25 times the size of the
normalized strike zone in both height and width, and centered so as to have the
strike zone boundaries coincide with the cell boundaries.
Call Consistency Chart - This chart will be a 2D graph of umpire call
consistency over a normalized strike zone. The normalization will be in both
location (to account for differences in batter height) and left/right (to
correct for inside/ outside tendencies) based on the handedness of the batter.
Consistency is defined as the greater of the ratio of "ball" calls to total
calls or the ratio of "strike" calls to total calls, both computed over a cell
0.25 times the size of the normalized strike zone in both height and width, and
centered so as to have the strike boundaries coincide with the cell boundaries.
Performance Summary - This report will be a formatted text report listing
summary information and statistics drawn from the raw and derived data. The
contents of this report are to be defined by mutual agreement between QuesTec
and BOC.
B.2 Performance Specification
The System shall be capable of automatically determining the terminal location
of any tracked pitch with a Root Mean Square (RMS) error of no more than 0.5
inch under reasonable operating conditions. The terminal location shall be
defined as the point where the pitch path crosses the plane determined as the
back of the strike zone by the location of the tip of home plate.
ATTACHMENT C
------------
{Logo] TITAN SYSTEMS CORPORATION
---------------------------------------------------------------------
ATLANTIC AEROSPACE DIVISION
February 2, 2001
Office of the Commissioner of Baseball
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President, Umpiring
Dear Sirs:
Reference is made to the Letter Agreement ("Letter Agreement"), dated February
2, 2001, between the Office of the Commissioner of Baseball ("BOC") and
▇▇▇▇▇▇▇.▇▇▇, Inc. Titan Systems Corporation Atlantic Aerospace Division
("Atlantic Aerospace") hereby acknowledges that it has reviewed the Letter
Agreement in its entirety and agrees, in the case of an Event of Default (as
defined in the Letter Agreement), it will license to BOC the right to use the
programming and documentation that are owned by Atlantic Aerospace and are an
integral part of, or used in connection with, the System (as defined in the
Letter Agreement) to allow the continued use of the system for umpire training
and evaluation, for a term equal to the remaining term of the Letter Agreement
at the time of the Event of Default and for a fee, to be paid by BOC to Atlantic
Aerospace on a monthly basis, equal to 10% of the Operations Fee specified in
the Letter Agreement.
This letter shall be governed by and construed in accordance with the laws of
the State of New York and may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
If you find the above to be in accordance with our understanding, will you
kindly so indicate by signing and returning the enclosed copy of this letter,
whereupon it will become a binding agreement between us.
Very truly yours, ▇▇▇▇▇▇ and Accepted:
Titan Systems Corporation Office of the Commissioner of Baseball
Atlantic Aerospace Division
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- -----------------------
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇▇ ▇▇▇▇▇▇
Vice President Vice President, Umpiring
General Manager, Boston Operations
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * Tel. ▇▇▇-▇▇▇-▇▇▇▇ * Fax: ▇▇▇-▇▇▇-▇▇▇▇*
▇▇▇.▇▇▇▇▇.▇▇▇