EXHIBIT 10.17
MARINE SERVICES AGREEMENT
This Marine Services Agreement (the "Agreement") is made, effective
September 22, 1998, by and between QNOV, a Louisiana general partnership (the
"Venture") and Shreveport Paddlewheels, L.L.C. ("Consultant").
WITNESSETH
WHEREAS, the Venture holds a license to construct, own and operate a
riverboat gaming facility in Shreveport, Louisiana (the "Riverboat Casino") on
the site as expressly described in Exhibit A attached hereto, in accordance with
the Louisiana Riverboat Economic Development and Gaming Control Act and
regulations promulgated thereunder; and
WHEREAS, Consultant possesses special skills and knowledge of a maritime
and maritime regulatory nature; and
WHEREAS, Venture wishes to retain the services of Consultant in order to
avail itself of the special expertise and abilities of Consultant.
NOW THEREFORE, intending to be legally bound hereby, and in consideration
of mutual covenants contained herein, the parties herein mutually agree as
follows:
1. EMPLOYMENT. The Venture shall retain Consultant, and Consultant shall
serve the Venture upon the terms and conditions hereinafter set forth.
2. COMMENCEMENT. This Agreement shall commence on the Closing Date (as
defined in the Amended and Restated Joint Venture Agreement dated as of July 31,
1998 (as amended) by and among Consultant, Sodak Louisiana, L.L.C., and
HWCC-Louisiana, Inc. (the "Amended JV Agreement")).
3. DUTIES. During the term of this Agreement, Consultant shall provide
consultation services of a maritime nature and concerning marine regulatory
matters in connection with the Venture's construction, development and operation
of the Riverboat Casino only at such times as reasonably requested by the
Venture. Consultant shall report to the management committee of the Venture.
4. TIME REQUIREMENTS. The Venture acknowledges that Consultant may
provide services to other companies including any competitor with the Venture in
riverboat gaming operations. Consultant will diligently serve the Venture.
Consultant shall use its reasonable best efforts to be available to serve the
Venture pursuant hereto.
5. COMPENSATION. Commencing on the opening date of the Complex, the
Venture shall pay to Consultant as compensation for its services hereunder, the
sum of THIRTY THOUSAND AND 00/100 ($30,000.00) DOLLARS per month (which amount
shall be pro rated in the month in which the Complex opens based on the number
of days the Complex is open during such month), payable in arrears within 15
days following the end of the applicable month for which such fee is paid. At
the option of Consultant, such payments of compensation may be directed to any
entity in which Consultant has an equity ownership interest, for the convenience
of Consultant.
6. EXPENSES. The reasonable and accountable out of pocket expenses of
Consultant incurred during the term of this Agreement in furtherance of Venture
business and as permitted by applicable laws will be reimbursed to Consultant if
such expenses have been previously approved by the management committee of the
Venture. Consultant agrees to present adequate records on the items submitted
for reimbursement and such other documentation as may be required by law or
regulation.
7. INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant is retained by the
Venture only for the purposes and to the extent set forth in this Agreement, and
its relationship to the Venture shall, during the term hereof, be that of an
independent contractor. As an independent contractor, Consultant shall have no
authority, express or implied, to commit or obligate the Venture in any manner
whatsoever, except as specifically authorized from time to time by the
management committee of the Venture, which authorization may be general or
specific. Nothing contained in this Agreement shall be construed or applied to
create a partnership. Consultant shall be responsible for the payment of any and
all taxes resulting from the receipt by Consultant of the compensation provided
hereunder as required by any present or future statute, law, ordinance,
regulation, order, judgment or decree, and Consultant hereby indemnifies and
holds the Venture harmless from any and all liability therefor.
8. TERMINATION. This Agreement shall terminate immediately at such time
that the Consultant, any Affiliate thereof (as defined in the Amended JV
Agreement), and any permitted assignee of the Consultant's rights hereunder,
collectively own no JV Interests (as defined in the Amended JV Agreement). In
addition, this Agreement shall terminate immediately upon the determination of
the Louisiana State Gaming Control Board or any gaming authority of the State of
Louisiana or other State, that Consultant or any permitted assignee or
transferee of Consultant's rights hereunder is unsuitable.
9. BINDING EFFECT AND BENEFIT. This Agreement shall inure to the benefit
of and be binding upon the Venture, its successors and assigns, and this
Agreement shall be assignable and transferable by Consultant only to any current
joint venturer of the Venture, any Affiliate of the Consultant and any non-
Affiliate who, at the same time of such assignment or transfer, acquires all of
the JV Interests held by the Consultant and all Affiliates thereof; provided
that such assignment or transfer described in this Section 9 shall have been
approved by the Louisiana Gaming Control Board as required under
applicable law. The Venture shall use its reasonable efforts to assist in the
preparation of any petition to the Louisiana Gaming Control Board for the
transfer or assignment of this Agreement.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties regarding the subject matter hereof and may not be amended,
modified, or supplemented in any respect except by prior written agreement
entered into by both parties.
11. GOVERNING LAWS. This Agreement shall be construed in accordance with,
and governed by, the internal laws of the State of Louisiana.
12. NOTICES. Any notice or other communication under this Agreement shall
be in writing and shall be sufficient if sent by facsimile or by registered
mail, return receipt requested, to the parties, at the addresses set forth
below, or at such other address as the Venture or Consultant may from time
specify.
If to Consultant:
Shreveport Paddlewheels, L.L.C.
000 X. Xxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxx
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Xx., Manager
With copy to:
Xxxxx Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Xx. Esq.
If to the Venture:
Sodak Louisiana, L.L.C.
0000 Xxxxx Xxxxxxx 00
Xxxxx Xxxx, Xxxxx Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
HWCC-Louisiana, Inc.
Two Galleria Tower, Suite 2200
00000 Xxxx Xxxx, XX 00
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
13. COUNTERPARTS. This Agreement may be executed in separate counterparts,
each of which will be an original and all of which taken together shall
constitute one and the same agreement, and any party hereto may execute this
Agreement by signing such counterpart.
14. MODIFICATION, AMENDMENT OR WAIVER. No provision of this Agreement may
be modified, amended, waived or terminated except by an instrument in writing
signed by the parties to this agreement. No course of dealing between the
parties, will be deemed to, modify, amend, waive or terminate any provision of
this Agreement. No delay on the part of the Venture or Consultant in exercising
any right hereunder shall operate as a waiver of such right.
15. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
16. THIRD-PARTY BENEFIT. Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.
17. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement or the breach hereof, other than matters pertaining to injunctive
relief, including, without limitation, temporary restraining orders, preliminary
injunctions, and permanent injunctions, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgement upon the award rendered by the arbitrator shall be
and may be entered in any court having jurisdiction thereof. The dispute shall
be submitted to an arbitrator agreed to by the parties to the dispute or if such
parties cannot agree upon an arbitrator, an arbitrator selected for the parties
by the American Arbitration Association. The parties hereby agree that the
arbitrator shall not have jurisdiction to award punitive damages and shall be
without authority to award relief other than monetary damages. Such arbitration
shall take place in New Orleans, Louisiana, unless otherwise agreed to in
writing by the parties. In any such arbitration, discovery shall be allowed to
the full extent permitted under, and shall be governed by, the Federal Rules of
Civil Procedure and the Federal Rules of Evidence shall apply.
18. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
19. ADVISE OF COUNSEL. Each party acknowledges that it has been advised by
counsel in the negotiation, execution and delivery of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement this 22nd day of
September, 1998.
QNOV
By: SODAK LOUISIANA, L.L.C.
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Its Manager
--------------------------------
By: HWCC-LOUISIANA, INC.
By: /s/ XXXX X. XXXXX
-----------------------------------
Its Chairman and President
--------------------------------
SHREVEPORT PADDLE WHEELS, L.L.C.
By: /s/ [ILLEGIBLE]
-----------------------------------
Its CEO
--------------------------------
EXHIBIT A
DEVELOPMENT PARCEL A parcel of land containing 91,703.0198 square feet, more or
less, located east of Xxxxx X. Xxxx Memorial Parkway, as recorded in Book 2100,
pages 279 and 329, records of Caddo Parish, Louisiana, south of the Easterly
extension of Xxxxxx Street, as recorded in Book 50, page 000, Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx of the Texas Street Bridge and West of the Ordinary High Water
Stage of Red River, being more particularly described as follows:
From an "x" cut in concrete at the point of intersection of the east right-of-
way line of said Xxxxx X. Xxxx Parkway and the Easterly extension of the
centerline of said Xxxxxx Street; run South 39 degrees 38' 37" East, along said
east right-of-way, a distance of 422.28 feet, to the point of beginning (P.O.B.)
of the parcel herein described; run North 50 degrees 27' 16" East, along a line
common to the Shoreside Complex Parcel and the Development Parcel, a distance of
281.02 feet, to the point of intersection with the 155.50 foot contour meander
line of Red River, as of 7:15 a.m., December 13, 1996; run thence South 40
degrees 29' 46" East, along said meander line, a distance of 27.16 feet; run
thence South 44 degrees 08' 00" East, along said meander line, a distance of
44.13 feet; run thence South 39 degrees 47' 11" East, along said meander line, a
distance of 54.80 feet; run thence South 43 degrees 29' 22' East, along said
meander line, a distance of 39.06 feet; run thence South 43 degrees 13' 45"
East, along said meander line, a distance of 50.39 feet; run thence South 45
degrees 20' 03" East, along said meander line, a distance of 55.14 feet; run
thence South 51 degrees 11' 22" East, along said meander line, a distance of
47.26 feet, to the point of intersection with the north right-of-way line of the
Texas Street Bridge; run thence South 50 degrees 21' 23" West, along said right-
of-way line, a distance of 307.47 feet, to the point of intersection with the
said east right-of-way line of the Xxxxx X. Xxxx Memorial Parkway; run thence
North 39 degrees 38' 37" West, along said right-of-way line, a distance of
316.72 feet, to the point of beginning (P.O.B.).
BLOCK 72 A parcel of land containing 122,895.9879 square feet, more or less,
being bound on the West by Commerce Street, on the north by Xxxxx Xxxxxx Xxxxxx,
Xx The east by Xxxxx X. Xxxx Memorial Parkway, And On The South by Xxxxx Street,
being more particularly described as follows:
From the point of intersection of the north right-of-way line of Xxxxx Street
and the east right-of-way line of Commerce Street, as recorded in book 50, page
537, and book 150, page 129, records of Caddo Parish, Louisiana, said point
being the point of beginning, (P.O.B.) run North 39 degrees 38' 37" West, along
the east right-of-way line of said Commerce Street, being 66.00 feet, east of
and parallel to the centerline of said Commerce Street, a distance of 320.00
feet, to the point of intersection of the south right-of-way line of the Texas
Street Bridge, as recorded in book 50, page 537 and book 150, page 129, records
of Caddo Parish, Louisiana; run thence North 50 degrees 21' 23" East, along said
right-of-way, line being 50.00 feet south of and parallel to the centerline of
said Texas Street Bridge, a distance of 384.05 feet, to the point of
intersection with the west right-of-way line of the Xxxxx X. Xxxx Memorial
Parkway, as recorded in book 2100, pages 329 through 335, records of Caddo
Parish, Louisiana; run thence South 39 degrees 38' 37" East, along the
west right-of-way line of said Xxxxx X. Xxxx Memorial Parkway, a distance of
320.00 feet, to the point of intersection with the north right-of-way line of
Xxxxx Street, as recorded in book 50, page 537 and book 150, page 129, records
of Caddo Parish, Louisiana; run thence South 50 degrees 21' 23" west, along said
right-of-way line of Xxxxx Street, being 33.00 feet north of and parallel to the
centerline of said Xxxxx Street, a distance of 384.05 feet, to the point of
beginning.
XXXXXXXX CENTER PARKING AREA A parcel of land containing 72,850.0384 square
feet, more or less, bounded on the West by the east right-of-way line of Xxxxx
X. Xxxx Memorial Parkway, on the North by the south right-of-way line of Texas
Street Bridge, on the East by the west 155.50 foot contour meander line of Red
River and on the South by the north face of the Xxxxxxxx Center building, being
more particularly described as follows:
From the point of intersection of the south right-of-way line of the Texas
Street Bridge, as recorded in book 50, page 537 and book 150, page 129, records
of Caddo Parish, Louisiana and the east right-of-way line of the Xxxxx X. Xxxx
Memorial Parkway, as recorded in book 2100, pages 329 through 335, records of
Caddo Parish, Louisiana, Said Point Being The Point Of Beginning (P.O.B.), run
North 50 degrees 21' 23" East, along said south right-of-way line, being 50.00
feet south of and parallel to the centerline of said Texas Street Bridge, a
distance of 306.25 feet, to the point of intersection with the 155.50 foot,
contour meander line of Red river, as of 7:15 a.m., December 13, 1996; run
thence South 38 degrees 41' 30" East, along said meander line, a distance of
88.90 feet; run thence South 35 degrees 15' 54" East, along said meander line, a
distance of 153.31 feet; run thence south 50 degrees 21' 23" West, a distance of
293.07 feet, to the point of intersection with the east right-of-way line, of
said Xxxxx X. Xxxx Memorial Parkway; run thence North 39 degrees 38' 37" West,
along said east right-of-way line a distance of 241.75 feet, to the point of
beginning.
EXPO HALL PARKING AREA A parcel of land containing 90,636.8985 square feet, more
of less, bounded on the north by the face of the Expo Hall building, on the east
by the west right-of-way line of the Xxxxx X. Xxxx Memorial Parkway, on the
south by the north right-of-way line of the Texas Street Bridge and on the west
by the east right-of-way line of Commerce Street, being more particularly
described as follows:
From the point of intersection of the north right-of-way line of the Texas
Street Bridge, and the east right-of-way line of Commerce Street, as recorded in
book 50, page 537 and book 150, page 129, records of Caddo Parish, Louisiana,
said point being the point of beginning (P.O.B.) run North 39 degrees 38' 37"
West, along said east right-of-way line of Commerce Street, being 66.00 feet
east of and parallel to the centerline of said Commerce Street, a distance of
230.01 feet; run thence North 50 degrees 21' 23" East, a distance of 394.05
feet, to the point of intersection with the west right-of-way line of Xxxxx X.
Xxxx Memorial Parkway, as recorded in book 2100, page 329 through 335, records
of Caddo Parish, Louisiana; run thence South 39 degrees 38' 37" East, along said
right-of-way line, a distance of 230.01 feet, to the point of intersection with
the north right-of-way line of the said Texas Street Bridge; run thence South 50
degrees 21' 23" West, along said north right-of-way line, being 50.00 feet,
north of and parallel to the centerline of said Texas Street Bridge a distance
of 394.05 feet, to the point of beginning.
