EXHIBIT 10.25
FIRST AMENDMENT TO VESSEL CONSTRUCTION CONTRACT
by and between
HOLLYWOOD CASINO SHREVEPORT, Owner
and
LEEVAC SHIPYARDS, INC., Builder
THIS FIRST AMENDMENT TO VESSEL CONSTRUCTION CONTRACT, entered into
effective as of the 1st day of September, 1999, shall modify, delete from and
add and replace by substitution, Article 9 of the Vessel Construction Contract,
which Article 9 shall read as follows:
"Article 9 - Risks and Insurance
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9.1 BUILDER'S RISK AND LIABILITY INSURANCE
9.1.1 Until Delivery and Acceptance of the Vessel, Owner shall, at
its own expense, insure the Vessel and all Materials,
Components and equipment to be use therein, and the Owner
furnished Materials, Components and equipment from time to
time delivered to either of the Shipyards. The amount of
insurance, shall be at least equal to the Contract Sum plus
the value of all Owner furnished Materials, Components and
equipment.
The Builder and all specified OCIP non-enrolled
Subcontractors and sub-Subcontractors shall purchase and
maintain insurance covering the type of claims set forth
below which may arise out of or result from the Builder's
operations under the Contract, whether such operations be by
Builder or by any non-enrolled Subcontractor or sub-
Subcontractor or by anyone directly or indirectly employed by
any of them or by anyone for whose acts any of them may be
liable:
9.1.1.1 Claims under workers' or Worker's Compensation,
disability benefit and other similar employee benefit
acts which are applicable to the Work to be
performed.
9.1.1.2 Claims for damages because of bodily injury,
occupational sickness or disease, or death of the
Builder's employees.
9.1.1.3 Claims for damages because of bodily injury, sickness
or disease, or death of any person other than the
Builder's employees.
9.1.1.4 Claims for damages insured by usual personal injury
liability coverage which are sustained (1) by a
person as a result of an offense directly or
indirectly related to employment of such person by
the Builder, or (2) by another person.
9.1.1.5 Claims for damages, other than to the Work itself,
because of injury to or destruction of tangible
property including loss of use resulting therefrom.
9.1.1.6 Claims for damages because of bodily injury, death of
a person or property damage arising out of ownership,
maintenance or use of a motor vehicle.
9.1.1.7 Claims involving contractual liability insurance
applicable to the Builder's obligations under Article
21.
9.1.1.8 Claims involving damage to the Work itself.
9.1.2. All insurance policies obtained by Builder pursuant to its
obligations under this Article 9, shall contain waivers of
subrogation in favor of the Owner and Owner's Indemnitees,
and in the event that Owner obtains financing, any lender or
lenders, all without liability for the payment of any premium
and shall name Owner, Owner's Indemnitees and Owner's lender
or lenders as additional assureds.
9.1.3 The insurance required by this Article 9 hereof shall include
the following types and amounts of insurance.
9.1.3.1 Builder's Risk
Until the Vessel has been completed, physically
delivered and Delivery and Acceptance by Owner has
occurred, the Vessel and all Materials, Components,
outfitting, equipment, and appliances to be installed
in the Vessel, including all Materials, Components,
outfitting, equipment and appliances provided by
Owner and delivered to any of the Shipyards for and
to be used in the construction thereof, shall be
declared under the Builder's Risk Policy in force and
effect at the time the Vessel's keel or bottom plate
is laid, with an assigned value equal to the Contract
Sum plus the value of all such Owner furnished
Materials, Components and equipment.
Such Builder's Risk Policy shall be on a form
substantially similar to AIG's all risk form
including hull and machinery and Protection and
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Indemnity with limits of $25,000,000, including
United States Longshoreman and Harbor Workers and
Xxxxx Act with a deductible not greater than $25,000,
including movement of the Work between the Shipyards
and the Site Delivery Point.
Builder and its Subcontractors shall be named as
additional assureds under the Builder's Risk Policy,
with waivers of subrogation. The Builder's Risk
Policy shall not provide coverage to Builder's or
Subcontractors' machinery, tools or equipment.
Any loss insured under Owner's Builder's Risk Policy
or any other property insurance shall be adjusted by
Owner as fiduciary and made payable to Owner as
fiduciary for any insured thereunder, as their
interests appear. Any dispute as to Owner's
adjustment or intended payment shall be resolved in
accordance with Article 22.
9.1.3.2 Other Insurance
The Builder shall be responsible for initiating,
maintaining and supervising all safety precautions
and programs in connection with the performance of
the Contract.
Builder shall also purchase and maintain, at its
expense, during the performance of Builder's
obligation under the Contact, Workmen's Compensation
Insurance, at statutory amounts, with Longshoreman &
Harbor Workers Compensation Act coverage endorsement,
Employer's Liability Insurance in the amount of at
least One Million ($1,000,000) Dollars and Commercial
General Liability Insurance against property damage,
death, personal injury and maintain completed
operations coverage, in the amount of not less than
One Million ($1,000,000) Dollars per occurrence,
endorsed to provide specific coverage for the
Builder's obligations to Owner under the Contract,
including but not limited to those under Article 21
of the Agreement and any "watercraft exclusion" for
non-owned vessels deleted.
All OCIP non-enrolled Subcontractors and sub-
Subcontractors shall also purchase and maintain, at
their expense, during the performance of Builder's
obligation under the Contract, Workmen's Compensation
Insurance, at statutory amounts, with Longshoreman &
Harbor Workers Compensation Act coverage endorsement,
Employer's Liability Insurance in the amount of at
least One Million ($1,000,000) Dollars and Commercial
General Liability Insurance against property damage,
death, personal injury and completed operations
coverage in
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the amount of not less than One Million ($1,000,000)
Dollars per occurrence, endorsed to provide specific
coverage for the Builder's obligations to Owner under
the contract, including but not limited to those
under Article 21 of the Agreement and any "watercraft
exclusion" for non-owned vessels deleted.
Additionally, Builder shall purchase and maintain at
its expense, during the performance of the Contract
the following:
(i) Protection and Indemnity Insurance only as to
Builder's vessels, including Xxxxx Act
coverage, with a limit of no less than One
Million ($1,000,000) Dollars;
(j) Automobile Liability Insurance covering the use
of all owned, non-owned and hired vehicles with
bodily injury and property limit of no less
than One Million ($1,000,000) Dollars;
(k) Pollution Liability Insurance with a limit of
no less than Five Million ($5,000,000); and
(l) Umbrella Liability coverage with a limit of not
less than Fifty Million ($50,000,000) Dollars
excess over and above the primary insurance
limits stated above. All umbrella coverage will
include blanket contractual liability - all
written and oral contracts; premises operations
liability; explosion, collapse; personal injury
liability; independent contractors coverage;
broad form property damage liability; cross-
liability coverage and products and operations
coverage with watercraft exclusion removed.
Additionally, all OCIP non-enrolled Subcontractors and sub-
Subcontractors shall purchase and maintain at their expense,
during the performance of the Contract the following:
(a) If furnishing any vessel, Protection and
Indemnity Insurance, including Xxxxx Act
coverage, with a limit of no less than One
Million ($1,000,000) Dollars; and
(b) Automobile Liability Insurance covering the use
of all owned, non-owned and hired vehicles with
a bodily injury and property limit of no less
than One Million ($1,000,000) Dollars.
9.1.3.3 Insurers' Form and Proof
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(a) Certificates of Insurance acceptable to Owner
shall be delivered to Owner prior to the
commencement of the Work. These Certificates
and the insurance policies required by this
Article 9 shall contain a provision that the
coverages afforded under the policies will not
be canceled or allowed to expire until at least
thirty (30) days written notice has been given
to the Owner. If any of the foregoing insurance
coverages are required to remain in force after
final payment and are reasonably available, an
additional certificate evidencing continuation
of such coverage shall be submitted.
Information concerning reduction of coverage
shall be furnished by the Builder with
reasonable promptness.
(b) The Owner and the Builder shall cooperate in
connection with the collection of any insurance
monies that may be due in the event of loss and
the Owner the Builder shall execute and deliver
such proofs of loss and other instruments which
may be required for the purpose of obtaining
recovery of any such insurance monies.
9.1.3.4 OCIP non-enrolled Subcontractor Insurance
Builder shall additionally require that (a) OCIP non-
enrolled Subcontractors and sub-Subcontractors whose
contracts are valued at Two Million ($2,000,000)
Dollars or more carry commercial general liability
insurance in the amount of Five Million ($5,000,000)
Dollars and (b) OCIP non-enrolled Subcontractors and
sub-Subcontractors whose contracts are valued at less
than Two Million ($2,000,000) Dollars carry no less
than One Million ($1,000,000) in commercial general
liability insurance.
9.1.3.5 Maintenance of insurance by the Builder as specified
in this Article 9 shall in no way be interpreted as
relieving the Builder of any responsibility whatever
and the Builder may carry, at his own expense, such
additional insurance as it deems necessary.
9.2 PERFORMANCE BOND AND PAYMENT BOND
9.2.1 Within three (3) business days after Owner's receipt of the
proceeds of the financing necessary to construct its
riverboat casino complex in Shreveport, Builder shall deliver
to Owner a payment and performance bond of a surety company
licensed to do business in the State of Louisiana,
conditioned on completion of the Work in accordance with the
Contract, free and clear of all
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mechanics and other liens. Such bond shall be written to 100%
of the Contract Sum, executed on a form and by such company,
as Owner shall approve. The cost of the bond shall be
included in the Contract Sum. The Builder shall furnish the
bond to Owner. Upon the request of any person or entity
appearing to be a potential beneficiary of such bond, the
Builder shall promptly furnish a copy of the bond or permit a
copy to be made.
9.3 Notwithstanding any of the provisions of this Agreement with respect
to any contractual obligation of the Builder and any Subcontractor or
sub-Subcontractor to provide insurance on behalf of Owner, any other
insurance maintained by Owner shall be excess and non-contributing
with such insurance required by Builder and any Subcontractor.
9.4 Owner has determined that a prearranged owner controlled insurance
program (an "OCIP") covering certain enrolled Subcontractors and sub-
Subcontractors will be most efficient. In connection therewith, the
Owner, at its cost and expense, shall provide an OCIP covering such
enrolled Subcontractors and sub-Subcontractors. Such OCIP shall
afford coverage no less than that required by the Contract Documents,
unless the Builder consents to a lesser coverage, which consent shall
not be unreasonably withheld, conditioned or delayed. Builder shall
deduct from the Contract Sum, and the Contract Sum will thereby be
reduced by, the cost of insurance required of each OCIP enrolled
Subcontractor and sub-Subcontractor (the "Insurance Deduction"). In
consideration for Builder's agreement to an OCIP, Owner agrees to pay
to Builder an amount equal to twenty-five percent (25%) of the
difference between the premium paid by Owner for the OCIP and the
Insurance Deduction (the "Builder's Share of Insurance Savings").
Such payment shall be made by Owner to Builder within thirty (30)
days from the date that the Builder's Share of Insurance Savings is
determined and agreed upon by Owner and Builder.
9.5. All insurance specified in this Article 9 shall be limited in scope,
coverage and amount to the liabilities and risk specifically assigned
and assumed by each party and, where applicable, the "additional
assureds" and "waiver of subrogation" endorsements shall be subject
to, limited by and shall afford no coverage greater than that
required by the indemnification contained in Article 21.
9.6 OCIP enrolled Subcontractors and sub-Subcontractors will be those
generating payroll at the Bossier/Shreveport sites and Builder's
Shipyards in Jennings, Louisiana, and Orange, Texas. OCIP enrolled
Subcontractors and sub-Subcontractors will need to identify their
insurance costs for the above coverage via insurance worksheet and
instructions provided in the pre-bid booklet. Their contracts, and
the Contract Sum, will be reduced by the agreed upon insurance cost.
An average rate will be developed and used to compute the Insurance
Deduction. If an adjustment to the Insurance Deduction is necessary
because of a change such as increased payroll, such an adjustment
will be made prior to final payment to the
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Builder . OCIP enrolled Subcontractors and sub-Subcontractors are
responsible for providing proof of automobile liability for owned,
hired, and non-owned vehicles for a limit of One Million ($1,000,000)
Dollars. OCIP enrolled Subcontractors and sub-Subcontractors must
also provide evidence of off site Workers Compensation insurance at
statutory limits and, General Liability insurance in an amount of not
less than One Million ($1,000,000) Dollars."
All other provisions of the Vessel Construction Contract shall remain in full
force and effect as written.
Owner and Builder acknowledge and agree that this First Amendment to Vessel
Construction Contract is subject to the review and approval of the Louisiana
Authorities.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Vessel Construction Contract to be executed by their proper authorized
representative, thereunto duly authorized.
LEEVAC SHIPYARDS, INC.
Name:
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Title:
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Date:
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HOLLYWOOD CASINO SHREVEPORT,
A LOUISIANA PARTNERSHIP
BY: HCS I, INC., its Managing General Partner
Name:
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Title:
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Date:
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