EFTA00603754.pdf

AGREEMENT Between the Government of the Virgin Islands and Hans Lollik Corporation Relating to the Construction of a Hotel, a Marina, • Housing Project and Other Related Facilities. THIS AGREEMENT between the Government of the Virgin Islands, herein- after referred to as "The Government", and Hans Lollik Corporation, hereinafter called "Hans Lank", • corporation existing under the laws of the Virgin Islands. WITNESSITTH: WHEREAS, it is the policy of the Government to encourage and promote the tourist industry in the Virgin Islands thereby adding to the economic base of the Virgin Islands and generally benefiting the entire population, and WHEREAS, Hans Lank has recently purchased Great Hans Lollik Island, 10 Great Northside Quarter, Sc, Thomas, Virgin Islands, (also known as "DR Haas LoIlik Island"), which at the present time is unimproved, yields notax reran:lire and contributes nothing to the economy of the Virgin Islands, and WHEREAS, the initial development objective of Hans Lollik is to construct • hotel and related facilities, hereinafter referred to as —The Hotel", on Great Hans Lollik Island with accommodations for no less than fifty (50) rooms to be com- pleted by December 1966, anticipating substantial expenditures In hotel, service harbor, roads and marina together with a further development plan calling for the conetruction of approximately one hundred and fifty (150) major residences to be cionstructed, hereinafter referred to as 'The Housing Project". WHEREAS, Haiti Lollik needing a convenient access point to Great Hans Wilk Island, contemplates constructing a modern marina in the Mandahl Salt Pood area, hereinafter referred to as 'The Marina", which would be made a protected harbor for pleasure craft which will be open to the general public at feasonable rates, and which will serve as a well-located and attractive point of departure for the game-fishing vessels headed for the new fishing banks, and WHEREAS, because of the offshore location of Great Hans Lollik Island it will be necessary for the developers to provide and maintain, st their own expense, all public facilities which would be available to them without cost if the project were located on St. Thomas, the burden and obligation of providing such facilities to include roads and road maintenance, water sanely,. sewage disposal, garbage collection, public lighting, and power distribution, and 'WHEREAS, the project will provide an increase of over fifteen per cent (15%) in tourist accommodations on St. Thomas, and if established, would promote the public interest by assisting greatly in the economic development of the Virgin Wanda, and WHEREAS, as an inducement to Hans Lollik to establish this project in the Virgin Islands, the Government is prepared to lease (subject to the condition precedent as further set forth below, that certain restrictions and limitations on its title be removed) a certain area known as the Mandahl Salt Pond to Hans Eolith, to grant certain tax exemptions and subsidies to Hans Lollik and certain other parties as hereinafter set forth, and to comply with the other terms and provisions contained herein in order to authorize, facilitate and promote the establishment ad operation of the project above described; mor EFTA00603754  • NOW, THEREFORE, the parties hereto mutually covenant and agree as follows: I. CONSTRUCTION OF THE HOTEL: Within three (3) years from the effective date of this agreement, Hans Lollik will expend, or will cause to be expended, rut less than the sum of EIGHT HUNDRED THOUSAND ($800,000.00) DOLLARS, and within six (6) years from the date of approval of this agreement an additional sum of not less than FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS in the development, construction, furnishing and equipping of the Hotel, Housing Project and related facilities on Great Hans Lollik Island (such related facilities to include but not be limited to docks, and other landing facilities; beach Improvements; landscaping; roads; water supply, sewage disposal, garbage disposal, lighting and power distribution facilities; together with all other facilities related thereto, namely the facilities that Hans Lollik determines are desirable, or required for, the operation of such hotel and housing project on an isolated island) to the end that a total of not less than ONE MILLION THREE HUNDRED THOUSAND ($1,300,000.110) DOLLARS will be expended on said hotel, housing project and related facilities within a total period of six (6) years from the effective date of this Agreement. IT IS AGREED AND UNDERSTOOD, however, that 1f Haas Lollik shall fall to expend, or cause to be expended, the sums set forth above within the time periods set forth, and if such failure is not excused by reason of force majeure as further set forth in the clause of this Agreement entitled "Force Majeure", then Hans only liability for such unexcused failure shall be the loss of its special tax exemptions and subsidies as set forth herein. Hans Lollik's special tax exemptions and subsidies shall be deemed to be those exemptions and subsidies to which it is entitled by virtue of this Agreement over and above what Hans Lollik would have been entitled to in accordance with Title 33 Virgin Islands Code, Subtitle 4, Chapter 201. And in any event. IT IS AGREED AND UNDERSTOOD that if Hans Lollik shall, within the time period set forth above expend, or cause to be expended, with respect to the facilities described above, the sum of FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS then Hans Lollik shall be entitled to and is hereby ranted all exemptions and subsidies, to which it would otherwise be entitled, as presently set forth in Title S3 Virgin Islands Coda, fiulXitle 4, Chapter 201. 2. LEASE OF MANDAHL POND AREA AND CONSTRUCTION OF MARINA: (A) In consideration a the benefits to the Virgin Weeds which will result from the develnpuent, construction and operation of this project, and as an inducement to Hans Lollik to develop, construct and operate such project, and for other valuable considerations as set forth herein, the Government hereby leases, subject to the condition precedent set forth below, the following described premises: Plot 133 of Estate Mandahl, Great Nathside Quarter, consisting of 24.0207 U.S. Acres, more or less, as shown on P. W. D. No. AS-25-T36 dated 9/16/36. TO HAVE AND TO HOW the above described property unto Hans loUIk, the lessee for the period at NINETY-NINE (99) years commencing on the effective *Me of this lease se set forth below: The Government (Lessor) and Hans Lollik (Lessee) hereby acknowledge timer certain restrictions and limitations contained in that quitclaim deed dated the lath day of September, 1945, from the United States of America (Grantor) to the Municipality of St. Thomas and St . John, Virgin Islands of the United States, (Grace) whereby the aforementioned Plot No. 33 of Estate Mandahl was conveyed, /3 c< EFTA00603755  1 0 • 'for educational and other related community purposes in furtherance of rural rehabilitation," and where the United States of America (Grantor) reserved certain rights of re-entry, and termination of the estate granted, with respect to the said plot. With respect to the foregoing, the Government covenants that it will exercise its best efforts to have all such restrictions and limitations removed by competent autbority to the end that the Government of the Virgin Islands (sm. enact to the Municipality of St. Thomas and St. John, (Grantee), obtain such as estate in fee simple to Mot No. 33 Estate Mandahl (the leased area) as will enable the parties to said lease to implement and carry out the same for the purposes for which said lease and this Agreement are entered into; and provided further that the lease of said Mot No. 33 Estate Mandahl as set forth above shall become affective only upon the condition that the Government of the Virgin Islands receive such an estate in fee simple to the said plot, upon the happening of which event the aforementioned lease shall, without requirement for further notice or action by either party, take effect immediately. (8) It Is understood and agreed that the design and engineering of the total project, or any part thereof, shall be within the sole discretion of Hans Wilk and that Hans Lollik requires a period of eighteen (18) months from the effective date of the above Lease to accomplish the necessary surveys and tests incident to such design and engineering. Within six (6) months thereafter, however, or -eithin twenty-four (24) months after the effective date of the above Lease, Hans Loll* will commence, or have commenced, the development and construction of the Marina and will, within five (5) years after the date of such commencement, I expend, or canoe to be expended, the sum of not less than FIVE HUNDRED THOU- SAND ($500,000.00) DOLLARS in the development, construction, furnishing and equipping of such Marina and Related Facilities (such Related Facilities tc include but not be limited to breakwaters, groins, dredging, filling and excavating, I landscaping, roadways, building and docks, restaurant, guest facilities, together with all other facilities which, in the opinion of Hans Lollik, are desirable or required for, the development, construction or operation of the Marina). it (C) Hans Lollik agrees and covenants that the Government will have no obligation with respect to costs of development and construction, including coats of dredging, excavating, filling, and other such associated work. Hans Lollik further agrees and covenants that the Marina and the use thereof will be open to the public at reasonable rates provided that Hans Lollik will at all times have 4 • the right to adopt and enforce such rules and regulations as are deemed by it, in its sole discretion, to be necessary for the sound and proper operation of the Marina. It is understood that the Mandahl Beach is a public beach under the coo- trol and operation of the Government and that nothing in this agreement is to be construed as conferring on Hans bulk any rights or privileges with respect to the use of said beech by the public. , (D) The Government agrees that Hans Lelia shall have the right to sell for its own account, or otherwise dispose of in any manner it deems desirable, any or all "spoil" or other waste material removed or excavated by it or for its account from the salt pond area in connection with the development and construction of the Marina sod/or Related Facilities. (B) The Ccesernmunt agrees and covenants that subject to the availability a appropriation therefor, within six (6) months from the date of commencement of the Marina, it will repair, hard -surface and properly maintain at all times during the term of the above described lease, that public access road leading from the main Manclebl Public Highway to the Marina . EFTA00603756  (F) If within the eighteen(18) month period set forth above for engineering surveys and tests, Hans Lelia determines, in its sole discretion, and for any reason. whatsoever, that it is not feasible to construct a Marina at Mandela Salt Pond, then Hans LoIlik shall so advise the Government and the above lease shall be deemed cancelled without further obligation to either party. It Is further agreed and understood that U Hans LoMk shall fail to expend, or to have expended, the sum of FIVE HUNDRED THOUSAND (6500,000.00) DOLLARS set forth above, within the time period set forth above, and if such failure is not excused by reason of force rnajeure as further set forth in the clause of this Agreement entitled "Force Majeure" then Hans Lona', only liability for such unexcused failure shall be cancellation of this lease without obligation to either party. It is understood and agreed, however, that if the said lease is camelled for any failure of Hans Lank without respect to this clause, or for whatever other reason, or if said 1►-a. falls to become effective because of failure of the condition precedent to occur pa set forth therein, none of these events shall affect any concessions, covenants or agreements made by the Government with respect to the construction, develop- ment and operation of the Hotel and Housing Project on Great Hans LoIlik Island, inclucting, but not limited to, concessions, covenants or agreements respecting the granting of tax exemption' and subsidies. (C) On and after the effective date of this Agreement, the Government will cooperate in making available to Hans Lonny, and to Hans LoIlik's archi- tects, engineers, consultants, agents and other representatives or designees, such plans, reports, files, maps, surveys, deeds, property description and other data and information as it may lawfully disclose with respect to the site of the proposed Marina. 3. TAX EXEMFIIONS AND SUBSIDIES: (A) Hans LoIlik and/or its ▪ µMaras as are engaging in constructing, owning, selling, leasing, operating and/or managing, in whole or in part, the Hotel, Marina or Housing Project shall for a period of sixteen (16) years from the effective date of this Agreement be exempt from payment of all taxes, excises, duties, imposts and exactions imposed by or with the CoDant of the Government, or any subdivision, agency, or instrumentality thereof, on construction, ownership, operation, maintenance, expansion, sales, leases, or purchases with respect to, including sales, leases, or purchases of land, or any other activity in respect of the Hotel, Marina or Housing Project. The foregoing exemptions shall include specifically but not be limited to exemptions from. (I) all property and franchise taxes including taxes on leaseholds; (ii) all annual or specific license fees (except automobile license fees); (iii) all import duties, sales and use taxes, gross receipts taxes, and all Wiiz duties and taxes, including trade taxes and excise taxes, on building materials, furnishings, and equipment used in the construction, operation, management, maintenance and expansion of the Hotel, Marina or Housing Project, and on all items (except liquor and foodstuffs) brought into the Virgin islands for consumption or use at the Hotel, Marina or Housing Project. Contractors and subcontractors for Hans think and/or its subsidiaries to whom the foregoing exemptions apply, shall be exempt from the payment of all excise taxes on building materials, furnishing and equipment imported into the Virgin Islands by such contractors and subcontractors for use in the con- n ruction and expansion of the Hotel, Marina and Housing Project during the period to which the foregoing exemption applies. /37 EFTA00603757  cm • The foregoing exemptions shall not be applicable (O to charges of general application to all non-governmental consumers for goods or services furnished or rendered by the Government or any subdivision, agency, or instrumentality thereof In the ceercise of their proprietary functions (other than unloading charges of pub- lic wharves or landing places for building materials, furnishings and equipment imported into the Virgin Islands for use in the construction of the Hotel, Marina or Housing Project for not to exceed ten (10) years from the effective date of this Agreement), or (2) to payroll taxes of general application imposed under work- men's compensation, unemployment insurance and other similar employee -benefit (B) Hans Lollik and/or its subsidiaries, as are engaging in constructing, owning, selling, leasing, operating and/or managing, in whole or in part, the Hotel, Marina or Housing Project shall receive a non-taxable subsidy measured by the following taxes except to the extent that Hans LolliA and/or Its subsidiaries are exempted from such taxes pursuant to the terms of this Agreement, in an moot= equal to: For those periods set forth below, seventy-five percent (75%) of the income tales, (which, for the purpose of this entire clause, shall include taxes co capital gains,) actually paid into the Treasury of the Virgin Islands with respect to income (which, for the purpose of this entire clause, shall include capital gains,) derived by Hans Wilk end/or its subsidiaries, from the constructing, owning, selling, leasing, operating and/or managing of, in whole or in part, the Hotel, Marina or Housing Project, together with all related facilities, including, but not limited to income derived from the sales or rentals of improved or unimproved real property. The subsidy period with respect to the Hotel (and Related Facili- ties) and Marina (and Related Facilities) shall be that period of sixteen (16) years beginning with the dates, respectively, of the opening of the Hotel and Marina; but, in no event, beginning later than three (3) years after the effective date of this Agreement in the case of the Hotel (and Related Facilities), nor three (3) years after the effective date of the Lease set forth elsewhere herein in the case of the Marina (and Related Facilities). The subsidy period with respect to the Housing Project (and Related Facilities) shall be that period of sixteen (16) years beginning with the effective date of this Agreement. During the respective periods of sixteen (16) years set forth above, any stockholders of Haas Lollik and/or its subsidiaries as are engaging in whole -or in part, in the constructing, owning, selling, leasing, operating and/or managing of the Hotel, Martha or Housing Project or their Related Facilities, who are residents of the Virgin Islands shall receive, with respect to such periods, a non-taxable subsidy in an amount equal to seventy-five percent (75%) of the income taxes actually paid by them into the Treasury of the Virgin Islands on income, as above defined, derived by them as stockholders from the aforementioned activities, including income derived from sales of stocks, or other transactions giving rise to capital gains. (10 For that period of sixteen (16) years beginning with the effective date of this Ag reement, ninety percent (90%) of the import duties and other taxes actually paid into the Treasury of the Virgin Islands on all items (except liquor and food - stuffe) hrougte into the Virgin Islands for consumption or use at the Hotel, Marina or Hoaxing Project, and on building materials, furnishing and equipment imported into the Virgin Islands for use in the construction and expansion of the Hotel, Martha or Housing Project. (C) The Government will issue necessary exemption certificates as are from time to time required by Hans Loll* and/or its subsidiaries and pay the subsidies provided for in this section promptly after payment of the taxes and dales, by which the same are measured, into-the Treasury of the Virgin Islands. The Government agrees and covenants further that, should it ever become legally feasible or permissible to do so, whether as a result of any change in law, regu- lation, ruling, interpretation, or otherwise, the Government shall then permit EFTA00603758  • Hans Lath and/or its subsidiaries or the stockholders thereof eligible for sidies by virtue of the foregoing, to credit sub- the amount of the subsidies to whic they are so entitled against taxes owed or h payable by them to the Governm lieu of receiving such subsidies from the ent, in Government. (D) It is understood and agreed that it ls not the intention of this clause grant tax or fee exemptions or subs to idies to owners of residences in the Hous Project solely by virtue of such ownersh ing ip, and no pan of this clause so construed as to grant such tax or fee shall be exemptions or subsidies to such merely by virtue of such ownership; owners provided, however, that such ownershi shall not, in turn, deprive any owners of wha p tever other rights they may be otherwise entitled to as stockholders under this Agreement. 4. USING, BUILDING AND OTH ER REG ULATIONS: (A) In regard to questions of land use and the has satisfied Itself and does hereby zoning law, the Government determine that the use of the respectiv in question for purposes of a Hote e sites l, Marina and Housing Project are The Government will further, consisten approved. t with the public interest, issue such tificates, licenses and permits and cer- take such other action as may be it under any safety, health and relat required of ed laws, and any rulings and regu connection therewith. lations in (8) It is contemplated that Hans Lolli constructed, piers, bulkheads, wha k may wish to construct, or have rves, breakwaters, jetties, pipelines dikes, causeways and other works , channels, bordering the shoreline portions of Morin and Housing Project; also the Hotel, that Hans Lank may wish to cond conducted, landfilled, or land exca uct, or have • vation, reclamation, and other or land-removal operations in conn land -building ection with the Hotel, Marina and Project, which operations may alter Housing the topography of certain areas sites, provided, however, that of the project Kane Lollik shall take no dele respect to Mandahl Beach. It is terious action with agreed and understood, however shall have the right to dredge an , that Hans LaIlik access channel, of adequate one hundred (100) feet wide at the depth, not more than eastern end of the beach and as tempLated as shown in Exhibit B. presently con- Such construction, land -building removal operations, shall, when and land - and tf undenaken, be deemed for of the next preceding paragraph to the purposes constitute a pan of the construction operation of the Hotel, Marina and and Housing Project. Subject to the such paragraph, the Government, provisions of to the extent that it has juris hartalty authorizes and consents to diction thereof, such construction, land -buil removal operations and agrees to ding lapf furnish such evidence of its appr as may from time to time be required oval thereof by federal or other authoriza activities. tion of such S. EMPLOYMENT OP LOCAL RESIDENTS: During the period the tax exemptions and subsidies that any of specified herein are in effect purs Agreement, not less than seventy-five uant to this percent (75 %) of the persons the construction, operation and employed In maintenance of the Hotel, Mari Project shill] be legal residents of na and Housing the Virgin Islands; provided, the Government, acting through however, that the Virgin Islands Commissione and Labor (or such hoard or offic r of Agriculture ial as the Governor of the Virgin from time to time designate to Islands may perform such function) will, upon Hans Leila and/or its subsidiar application by ies and/or their contractors or certifying that legal residents of subcontractors the Virgin Islands with the nece perform the services required and in ssary ability to numbers sufficient to meet the personnel for such employment as needs for specified by Hans Lollik to the at's not available within the Virg Government in Islands for employment by with proceed to verify the facts Hans Ulla, forth- stated in such application and, mined that such application is unless it is deter- without factual basis, prom ptly after the filing of EFTA00603759  • such application authorize Hans Lollik to employ, as may be required by Lollik, a greater percentage of non-resid Hans ents of the Virgin Islands for such or periods as such non-availability period pertains. If the Government has not Hans 10111k in writing, within seve notified n (7) business days of the filing of said cation, that it has determined such appl appli- ication to be without factual basi its reasons for such determination, then s, stating Hans Lollik's application shall granted, subject only to the right of be deemed the Government to proceed to revo as set forth below. Any authorization ke the cams by the Government pursuant to the two sentences shall not be revoked exce preceding pt upon thirty (30) days' notice lelllk and after opportunity for Hans to Hans Lollik to appear and be heard and evidence with respect to such revo present cation. Subject to the preceding sente whether or not any such authorization nce, by the Government Is in effect, will cooperate with Hans 1.0111k la the Government an effort to make available for emp Lelia a sufficient number of persons loyment by fins with appropriate aptitudes, training those regardless of their nationalit and eviler - y, domicile, residence or place of Persons on temporary special assig origin. nment in connection with the Hote or Housing Project shall not be cons l, Marina idered as employed for the purp Muse. Hans Lollik will give preferen oses of this ce In employment of persons in coction of the Hotel, Marina and the con- Housing Project to residents of the provided In the judgment of Hans Virgin Islands, Lollik such employment shall be cons expeditious and economical construct istent with ion of the Hotel, Marina and Hous For purposes of applying any perc ing Project. entages set forth above, the Hote Housing Project shall be considered to l. Marina and be and shall be treated as one (1) unit . 6. OTHER LEGISLATION: (A) The terms and provisions of this Agree- Met being contractual and proprieta ry in nature, it is understood and declared that the Government will expressly not adopt any legislation impairing the obligation of this contract. or limiting Hans Lollik and/or its subsidiaries contractors or subcontractors shall and/or their not be ;Secluded by reason of this Prom applying for benefits under legis Agreement lation hereafter enacted for which otherwise qualify. If any other it would person, firm or corporation is acco favorable treatment as regards tax rded more and fee exemptions and subsidies period for which Hans Leila qual during the ifies for same pursuant to this Agre otherwise, the Government undertake ement, or s to accord such more favorable during such period to Haas Lolli treatment k subject to the conditions that Hans satisfy the same material condition Loath s. (8) The Government undertakes to use Its best efforts in good faith Main Hans Loll& to obtain promptly to any consents, approvals, clearanc determinations or other actions e, on the part of the United States Gov or of any officials, departments, ernment, agencies or other instrumentalities that may be necessary or appropriate thereof in connection with establishi Marina and Housing Project, as cont ng the Hotel. emplated by this Agreement, inclu without limitation any necessary appr ding ovals, clearances or other actio ing to submerged lands or tide-lands ns pertain- which may be held to be the prop under the jurisdiction of the United erty of or States Government. 7. UTILITIES--U.S. CUSTOMS SER VICE: (A) Hans Lollik and/or its subsidiaries shall have the right, but shall have no obligation, to yam transfer to anyone on Grea sell or other- t Hans Lelia Island or at the Mar fees or charges, if any, and upon ina, for such such terms and conditions as may to time be stipulated by Hans Lolli from time k or other authorized representativ consumption or re-sale or both, all e, for or any part of the power or wate in by, purchased by, produced r brought in, or stored In either place by Hans Any ash sales, re-sales or tran Lollik. sfers shall not be deemed to be or transfers, nor shall the facilities public sales required for such sale or transfer to be devoted to public use, nor shall be deemed the chalts for any such sales be subject to regulation under Title 30 or transfers of the Virgin Islands Code. the atom otherwise consented to In Unless and to writing by Hans 1.0111k, such sales, re -sales, /39 EFTA00603760  —8- c • purchases or transfers may be commenced or discontinued at any time or from time to time, for or without cause, in whole or in part, with or without node*, and as to any and all other such persons, firms, corporations, government, bodies, subdivisions, agencies or instrumentalities. (El) The Government egrets that it will use its good offices with the Virgin Islands Corporation or with any subsequent owner of the electrical power facilities of the Virgin Islands in aiding or assisting Hans Lollik in obtaining what- ever electrical power it requires by means of a submarine transmission cable from St. Thomas to Hans Lollik delivered from St. Thomas point of departure by thirteen thousand (13,003) volts, sixty (60) cycle, three (3) phase, and by means of necessary transmission lines and cables to the Marina. Hans LoIltic estimates that it will require a minimum of two thousand five hundred (2, 500) kilowatts at two hundred and twenty (220) volts for distribution on Great Hans Lollik of which approximately one thousand (1,000) kilowatts will be required within a period of eighteen (18) months following the effective date of this Agreement. The Govern- ment further warrants that, should it at any time become the owner or operator of the electrical power facilities in St. Thomas, it shall furnish and shall continue to furnish an adequate and reliable supply of such power to Hans Lollik. (C) The Government further agrees that it will use its good offices with the Virgin Islands Telephone Company and, to the extent necessary, with the public Utilities Commission (an agency of the Government) to the end that adequate and reliable telephone service is furnished to Hans Loll* on Great Hans Lollik Island and at the Marina. (D) The Government further agrees that it will use its good offices with the United States Customs Service to the end that such Service will permit direct entries of vessels and discharge of cargoes to and on Hans Lolllk and the Marine and will assign, from time to time, as may be necessary, such personnel as may be necessary to Great Hans Lollik Island and to the Marina, for the purpose of inch entries and discharge. 8. FORCE : Any failure or delay in performance by Hans Lollik sad/or its subsidiaries and/or their contractors or subcontractors of their obliga- tions hereunder shall not be a breach of this Agreement if such failure or delay arise, out of or results from causes beyond its control. These causes shall include, but not be restricted to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, shortages of materials or supplies, failures by contractors or subcontractors, transportation embargoes, or failure or delays in transportation, acts of God, acts, rules, regulations, orders or directives of any government or any state, subdivision, territory, mutilcyiality, agency or instrumentality thereof, or the order of any court of competent jurisdiction. 9. DISPUTES: Any dispute between the parties hereto as to the inter- pretation or effect of this Agreement (which shall include for the purposes of this Agreement any subsequent modifications thereof unless otherwise expressly provided by such modifications) and any controves sy between them, or claim by either of them, whether sounding in tort or contract, arising out of or relating to this Agreement, or the conduct of the parties hereto, their Agents and/or representatives, may during the period of tax exemptions and subsidies provided for herein and one year thereafter, notwithstanding the Government's status as such end in the same manner as similar actions, suits or proceedings to which the Government is not a party, be the subject of either or both; /9 EFTA00603761  -9- • (I) an action, suit or proceeding pursuant to Section 2(b) of the Revised Otgavic Act of the Virgin Islands, brought by either party, including a proceed- ing under Chapter 89 of Title 5 of the Virgin Islands Code, in the District Court of the Virgin Islands, or any other court of the United States having original or appease Jurisdiction thereof (or of such portion thereof as may be involved In nth action or proceeding;) or (11) if Hans Lelia and the Government, in the person of the Governor of the Virgin Islands or his delegate, so agree, an arbitration proceeding brought by either party either in accord with the Rules of the Alum-Wen Arbitration Ammo- claim or as otherwise agreed by the parties hereto, and lodgment upon any award rewired by the artdtrator(s) in any such proceeding may be entered in azy court having Jurisdiction. 10. EQUAL RIGHTS AND NON-DISCRIMINATION AGREEMENTS: Hans Lollik and/or its subsidiaries agree to comply with the applicable provisions of Title 10 of the Virgin Islands Code relating to equal rights of persons against discrimination. 11. ENTIRE AGREEMENT: SUBSEQUENT AMENDMENTS: (A) This Agreement coamittses the entire agreement of the parties. It la threaded that neither party shall have or be deemed to have any obligation under this Agreement incept as the same shall be explicitly stated herein. (B) The Governor shall also have the power in the name and on behalf of the Government to enter into separate agreements with Hans Lollik for the purpose of clarifying, interpreting and carrying into effect the provisions of We Agreement, which agreement shall have the same force and effect as this Agreement itself. 12. GENERAL PROVISIONS: (A) All notices, requests and communications required or permitted to be given or made hereunder by one party to the other shall be in writing and shall be deemed to have been duly given or made a delivered pre- paid to the addressee by hand, telegram, cablegram, radiogram or airmail at the address specified below or at such other address as the addressee shall have most recently designated 1n writing to the addressor: For the Government: The Government of the Virgin Islands Office of the Governor Government House Charlotte Amalie St. Thomas, Virgin Wands For Hans Ldllik• Mr. Walter Marlowe carbon copy to: Charlotte Amalie Mr. Walter Marlowe St. Thomas 3200 P. Street Virgin Islands Washington 7, D. C. (B) The headings of the various sections of this Ag reemeot are inserted for monotone* only and shall not affect the meaning or construction of any of the provisions hereof. EFTA00603762  -10- • (C) Hans Loilik and/or its subsidiaries shall have the right, on written notice to the Government, without restriction of any kind, to assign this agreement in whole or in part, or to sub-let or mortgage any interest herein, at any time, or from time to time, to ooc or more assignees, sub-lessees, or mortgagees, as the case may be. (I)) U any clause, sentence, section or part of this Agreement or the application thereof to anyone in any circumstances, is declared invalid, the application thereof to others, to other circumstances, and the remainder of this Agreement, shall not be affected thereby. In the event of any such holding and to the extent of any etch invalidity, the Government undertakes, in so far as it may lawfully do so, to take such alternative steps (including the consent to or enactment of legislation and the consent to or promulgation of rules and regulations) as may reasonably and in good faith be required to confer upon the parties benefits com- parable in character and substantially equivalent in amount to those intended to be conferred by this Agreement, on terms and conditions not materially more burikensome to either party than those herein provided and without prejudice to any other remedies that may be available to either of them. IN 'FITNESS WHEREOF, the panics hereto, by their duly authorized repre- santathey have executed and deliver this A eement in several counterparts, as of the A -O, /9a9, • THE GOVERNMENT OF THE VIRGIN ISLANDI alpla M. Palewonaky Governor HANS LOLLIK CORPORATION F,, ifilleada4„ Walter Marlowe President Attest: v... • e. 16. a • v"• .34