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Title: |
Shipbuilding Contract |
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Date: |
2002 |
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Preview shows 11KB of 110KB total |
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$52 |
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#970146 |
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EXHIBIT 10.17
Dated the 28th day of March 2002
AUSTAL USA LLC
and
LIGHTHOUSE FAST FERRY INC.
S H I P B U I L D I N G C O N T R A C T
for an 86 ft Passenger Catamaran Ferry
(YARD NO. 101/601)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CLAUSE HEADING PAGE
------ ------- ----
<S> <C> <C>
1. DEFINITIONS AND INTERPRETATION 5
2. CONSTRUCTION 10
2.1 Description
2.2 Sub-Contracting
2.3 Supply of Materials for the Vessel
3. CLASS AND REGULATIONS AND CERTIFICATES 11
3.1 Surveys
3.2 USCG
4. MODIFICATIONS 12
4.1 Imposed Modifications
4.2 Determination of Changes to Agreement required by
Modification
4.3 Purchaser's Modifications
4.4 Amendments to Contract and Specification
4.5 Shortage of Materials
5. PROPERTY AND TITLE 16
5.1 Property and Title
5.2 Technical Data
5.3 Confidentiality of Technical Data
6. INSURANCE 17
7. INSPECTION AND SUPERVISION 19
7.1 Purchaser's Rights of Inspection
7.2 Drawings Approval and Supervision
7.3 Approval of Other Equipment, Colors and Finishes
</TABLE>
Austal USA - Lighthouse Contract 2 28 Mar 2002/ Reference May 2001 std
<PAGE>
TABLE OF CONTENTS (cont'd)
<TABLE>
<CAPTION>
CLAUSE HEADING PAGE
------ ------- ----
<S> <C> <C>
8. PURCHASE PRICE AND PAYMENT 21
8.1 Purchase Price
8.2 Payment Schedule
9. PURCHASER'S DEFAULT 24
9.1 Definition of Default by the Purchaser
9.2 Effect of Default by the Purchaser
9.3 Consequence of Termination
10. BUILDER'S DEFAULT 26
10.1 Definition of Default by the Builder
10.2 Effect of Default by the Builder
10.3 Consequence of Termination
11. PROGRESS REPORTS 28
12. SEA TRIALS 28
12.1 Procedure
12.2 Further Sea Trials
13. SHIPMENT (Not Applicable) 29
14. DELIVERY AND ACCEPTANCE 29
14.1 Notice of Delivery
14.2 Anticipated Date of Delivery
14.3 Delivery
14.4 Documentation
14.5 Liquidated Damages for Delay
15. PERFORMANCE 31
15.1 Speed
16. FEES, TAXES AND CERTIFICATES 31
</TABLE>
Austal USA - Lighthouse Contract 3 28 Mar 2002/ Reference May 2001 std
<PAGE>
TABLE OF CONTENTS (cont'd)
<TABLE>
<CAPTION>
CLAUSE HEADING PAGE
------ ------- ----
<S> <C> <C>
17. PATENTS, TRADE MARKS AND COPYRIGHTS 32
18. FORCE MAJEURE 33
18.1 Cause for Delay
18.2 Notice of Delay
18.3 Purchaser's Rights upon Receipt of Notice of Delay
19. WARRANTY OF QUALITY 34
19.1 Warranty of Materials and Workmanship
19.2 Extended Warranty
19.3 Notice of Defects
19.4 Builder's Rights of Inspection
19.5 Costs of Remedial Work
19.6 Location of Remedial Work
19.7 Limitation of Builder's Liability
20. ASSIGNMENT 38
21. VARIATION TO AGREEMENT 39
22. NOTICES 39
23. COSTS 40
24. PROPER LAW 40
25. ARBITRATION 40
26. CONDITIONS PRECEDENT 40
27. PROVISIONAL COST ITEMS 41
SCHEDULE 1 - Certificate of Technical Acceptance 43
SCHEDULE 2 - Final Stage Certificate 44
SCHEDULE 3 - Protocol of Delivery and Acceptance 45
APPENDIX "A" - Drawings
APPENDIX "B" - Specification
APPENDIX "C" - Scope of supply of main engines and gearboxes
</TABLE>
Austal USA - Lighthouse Contract 4 28 Mar 2002/ Reference May 2001 std
<PAGE>
THIS AGREEMENT is made the 28th day of March 2002.
BETWEEN
(1) AUSTAL USA LLC, an Alabama limited liability company, whose registered
office is situated at 100 Dunlap Drive, Mobile, Alabama AL 36602
(hereinafter called "the Builder"); and
(2) LIGHTHOUSE FAST FERRY, INC a company incorporated in the state of New
Jersey, with its registered office at West Caldwell Office Park, 195
Fairfield Ave, Suite 3C, West Caldwell, NJ 07006 (hereinafter called
"the Purchaser").
WHEREBY it is mutually agreed as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement unless the context otherwise requires:-
1.1.1 "Accredited Official"
means such person or persons nominated by the parties
hereto from time to time in writing as authorized to
represent a party hereto.
1.1.2 "Actual Delivery Date"
means the date on which the Vessel is delivered by
the Builder in accordance with the terms and
conditions of this Agreement, as evidenced by the
Protocol of Delivery and Acceptance to be signed by
the Builder and the Purchaser.
1.1.3 "Basic Purchase Price"
means the sum referred to in Clause 8.1. and includes
(but is not limited to):
(i) all Insurances and delivery of the Vessel to
the Port of Delivery; and
(ii) all fees, charges, levies, import duties and
taxes which may be imposed on the Vessel and
her components in Alabama.
1.1.4 "Builder"
means Austal USA LLC and its permitted assigns and
successors.
Austal USA - Lighthouse Contract 5 28 Mar 2002/ Reference May 2001 std
<PAGE>
1.1.5 "Certificate of Technical Completion"
means the certificate of technical completion to be
executed by the Purchaser and the Builder after
satisfactory completion of sea trials of the Vessel,
substantially in the form of Schedule 1 hereto.
1.1.6 "Classification Society"
if used in this Agreement, means American Bureau of
Shipping (ABS).
1.1.7 "Components"
means everything which forms or is intended to form
part of the Vessel or to be placed in or on the
Vessel and, without limiting the generality of the
foregoing, includes the hull, engines, machinery,
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