LICENCE AND MANAGEMENT AGREEMENT

Transcription

1 LICENCE AND MANAGEMENT AGREEMENT THIS AGREEMENT is made the day of 20 B E T W E E N DAMIAN RODERICK TODD Governor of the Turks and Caicos Islands on behalf of the Crown AND THE SAID DAMIAN RODERICK TODD on behalf of the GOVERNMENT OF THE TURKS AND CAICOS ISLANDS (hereinafter called the Government ) which expression shall include its successors and assigns) of the ONE PART and having its registered offices at, Turks and Caicos Islands (hereinafter called the Manager ) of the OTHER PART W H E R E A S: (i) (ii) The Crown owns the properties set out in the Schedule hereto which have been designated by the Government as a Public Park. The Crown and the Government wish the Public Park to be used as a tourist attractions and recreational facilities and wishes the Manager to manage and operate the Public Park. N O W I T I S H E R E B Y A G R E E D as follows: 1. Definition: In this Agreement: 1.1 Public Park means the site set out in the Schedule hereto. 1.2 Quarter means the period ending the 31 st of March, the 30 th June, the 30 th September and the 31 st of December in each calendar year. 1.3 Licence Fee means the fee referred to in clause 2. Licence 2. The Crown hereby grants to the Manager the exclusive licence to enter on and occupy the Public Park so as to enable the Manager to carry out its obligations under this Agreement. A license fee shall be assessed against Manager [in the amount of [ ] or equal to US$ for each paying visitor visiting each Public Park] during the duration of this Agreement. The License Fee shall be payable 15 days after the end of each Quarter. 2.1 The Manager shall submit with each Quarterly payment of the Licence Fee, a profit and loss statement in respect of the Quarter to which such statement relates. 2.2 A balance sheet at the end of such Quarter 1

2 2.3 A cash flow transaction report which shows details of all significant transactions during the preceding Quarter Appointment 3. The Government hereby appoints the Manager and the Manager hereby accepts the appointment as Manager of the Public Park on the following terms and conditions. Duties of Manager 4. The Manager will subject to the provisions of this Agreement manage and develop the Public Park so as to enhance the Public Park as a tourist attraction, recreational site and as a place of enjoyment of the general public. The Manager shall coordinate the activities on the Public Park in a manner so as to avoid conflicts with public use. The Manager shall in the discharge of its duties consult with the Department of Environment and Coastal Resources and the Tourist Board. 5. Without derogating from the generality of the foregoing provision it shall be the duty of the Manager: 5.1 Except for the obligation of the Crown and the Government set out in clause 7 below to keep the main structure including the exterior, all internal load bearing walls, the roof, floor joints, plaster, main drains, boundary walls and fences of any building structures and erections on the Public Park in good repair and to generally maintain and repair the Public Park and any facilities developed thereon. Maintenance shall include but shall not be limited to the keeping in good repair of any building, furniture, landscaping, pathways, walkways, plant, electrical, mechanical and plumbing equipment, irrigation systems, water systems and fire protection systems. For the avoidance of doubt nothing in this agreement shall restrict the Manager s ability to enter into maintenance contracts with companies or individuals for the provision of services. 5.2 To pay for the provision of electricity and water, and other services to the Public Park. 5.3 To recruit, engage, supervise and discharge the management and maintenance of the Public Park. The Manager shall give first preference to Turks and Caicos Islanders in deciding which staff to employ and undertake programs for the hiring and training of Turks and Caicos Islanders. 5.4 To keep proper records and books of accounts relating to the Public Park and to make such records and books of account are available for inspection at reasonable times by the officials and auditors of the Government upon giving at least forty-eight hours notice to the Manager. 5.5 To operate, charge and collect on fees in respect of the entry into of the facilities on the Public Park. 2

3 5.6 To negotiate all necessary insurance policies in respect of the Public Park and to carry a comprehensive liability insurance policy at mutually agreed upon limits naming the Manager and Government as co-insured. 5.7 In accordance with clause 5.6, to protect the Public Park against all storms, hurricanes and natural disasters so far as is reasonably possible. 5.8 To ensure that the operation of the facilities on the Public Park occurs during the hours of [ ] to [ ] only, except where prior written consent has been received from the Government. 5.9 To carry on Food and Beverage operations from the Public Park either by itself or through or in conjunction with others provided that no alcoholic beverages shall be sold for consumption at the Public Park at any time [other than] when there are cruise ships berthed at the Dock To sell and offer for sale local indigenous souvenirs, trinkets, objects of art and other gift items suitable for the Public Park To ensure that no act or thing is done on the Public Park which is or which may be an annoyance or a nuisance to the occupier of the adjoining or adjacent premises including the playing of loud music. It is expressly provided that the Manager shall not allow the playing of music which contains profanity or the broadcast of any other profane material To make and promulgate regulations governing the entry into and use of the Public Park. Such regulations may provide for: (i) The conditions subject to which members of the public shall be permitted to use any Public Park or any facility thereon or therein. (ii) The control of any activity within any Public Park. (iii) The issue licence to permit persons to display goods for sale within any Public Park or sell food and beverage within the confines of a Public Park (iv) That entry fees to the Public Park may be reduced in respect of cruise ship passengers, employees of cruise ship, members of the press, tour operators and promoters of tours to the Public Park and others as may be negotiated and shall be eliminated for Belongers, visitors accompanying Belongers and children under the age of Securing compliance by visitor with regulations promulgated under paragraph Taking such other action as may be necessary and proper To ensure that every contract entered into by the Manager pursuant to this Agreement shall contain provisions which impose on the other party the same obligations as the 3

4 Manager has under this Agreement and which expressly provide for such obligations to be directly enforced by the Crown. Assignment 6. It is specifically agreed that the Manager may assign its responsibilities under the Management Agreement to affiliates but must first inform the Government of the proposed assignee but shall not otherwise assign this Management Agreement to any other person. Government Representative 7. The Manager will allow unlimited access to the Public Park to any appointed Government Site Observer to view the operations of the Public Park and to secure the compliance of the Manager with the Licensing and Management Agreement. A Site Observer shall not be entitled to interfere with the operations or activities carried out by the Manager. Intellectual Property Rights 8. The Manager will retain intellectual property rights for any logo or other artwork, trademarks or service marks it develops at any of the Public Park. Manager s Liability 9. The Manager shall not be liable for any loss or damage to the Public Park by the act, default or negligence of any third party (who is not an affiliate under clause 8 hereof) or which may arise otherwise than through negligence or willful default on the part of the Manager, employees, officers, agents and guests. Term 10. Subject to clauses 11 and 12, this Agreement shall continue in force for a period of [5] years from the date hereof. 11. If the Manager is in breach of any of its obligations hereunder, the Crown may forthwith deliver to the Manager a written notice specifying (a) the particulars of the breach alleged (b) the action required to remedy the same or the compensation demanded, and (c) a reasonable time within which such action is to be taken or payment of such compensation is to be satisfied, and if the Manager fails to comply with such notice or otherwise fails to remedy the breach within the time specified, then the Crown may terminate this Agreement with immediate effect by delivering a notice of termination in writing to the Manager. The Government hereby expressly reserves the right to terminate forthwith this agreement if the Manager has been in breach of any of its obligations hereunder on three or more occasions. 4

5 12. This Agreement may be terminated by the Government if an order is made or resolution passed for the winding up of the Manager or if the Manager shall make a general assignment for the benefit of its creditors. Executed for and on behalf of THE CROWN and THE GOVERNMENT OF THE TURKS & CAICOS ISLANDS by DAMIAN RODERICK TODD, Governor, in the presence of: WITNESS DAMIAN RODERICK TODD Governor of the Turks and Caicos Islands The common seal of [ ] was affixed in the presence of:- By: DIRECTOR 5

6 SCHEDULE Governor s Beach comprised in parcels10503/