AGREEMENT A-D/BA CWC ELLESMERE WATER PLANT
Exhibit 10.30
PURCHASE AND SALE AGREEMENT
PREPARED BY MYERS & ALBERGA
ATTORNEYS-AT-LAW
THIS AGREEMENT is made BETWEEN THE SELLER, THE BUYER, ELLESMERE AND HYATT
BRITANNIA.
1. In this Agreement and the First Schedule, unless inconsistent with the
context or subject matter or circumstances:-
(1) "AFFILIATE" means with respect to any person, any other person
directly or indirectly controlling, controlled by or under common
control with that person. For purposes of this definition, "control"
(including with correlative meanings, the terms "controlling",
"controlled by" and "under common control with") as used with
respect to any person means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of that person, by any means whatever, including without
limitation through the ownership of voting shares or securities, or
by contract;
(2) "THE BRITANNIA DEVELOPMENT" means the land on West Bay Road, Grand
Cayman on which are situated the Plant, the Hotel, the Britannia
Residences and the Undeveloped Lot, comprised in the Land Registers
referred to in Part II of the Second Schedule;
(3) "THE BRITANNIA RESIDENCES" means the houses, villas and condominiums
in the Britannia Development Phases I (53 strata lots) and II (72
strata lots and 2 houses), Britannia Estates (25 lots) and Kings
Court (42 strata lots) comprised in the Land Registers referred to
in Section A of Part II of the Second Schedule;
(4) "THE BUYER" means CONSOLIDATED WATER CO. LTD. a Cayman Islands
company of P.O. Box 1114, George Town, Grand Cayman B.W.I.
Tel: 945-4277
Fax: 945-4191
and includes the Buyer's nominees, successors and assigns;
(5) "COMPLETION DATE" means the first day of the next succeeding
calendar month after the satisfaction of the condition in Clause 14
(unless this Agreement is earlier terminated in accordance with that
Clause);
(6) "THE CONCESSION" means the concession granted to the Buyer under the
Water (Production & Supply) Law, as amended from time to time.
(7) "THE DATE OF THIS AGREEMENT" is the 10TH day of DECEMBER, 2001;
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(8) "DEPOSIT" means the sum of US$50,000.00 paid to the Seller's
Attorneys-at-Law as stakeholder as a deposit under this Agreement;
(9) "ELLESMERE" means Ellesmere Britannia Limited of P.O. Box 1994 GT,
Grand Cayman B.W.I.;
(10) "THE HOTEL" means the hotel situated on part of the Britannia
Development presently known as the Hyatt Regency, the Britannia golf
course, the Hyatt beach club and Hemingway's restaurant and the Rum
Point restaurant comprised in the Land Registers referred to in
Section B of Part II of the Second Schedule;
(11) "HYATT BRITANNIA" means Hyatt Britannia Corporation Ltd. of P.O. Box
1698 GT, Grand Cayman B.W.I.;
(12) "THE LEASE" means the lease from the Seller to the Buyer of the
Property in the form of the lease in the Fourth Schedule;
(13) "THE MAIN METER" means the water meter edged purple on the Plan
metering the supply of water to that part of the Britannia
Development known as "Britannia Villas";
(14) "THE PLAN" means the plan attached to this Agreement marked
`Property Plan' and initialled by the parties for the purposes of
identification
(15) "THE PLANT" means the machinery, equipment and personal property
described and listed in Part I of the Second Schedule;
(16) "THE PRICE" means the total amount payable for the Plant, being One
Million Five Hundred Thousand United States Dollars
(US$1,500,000.00);
(17) "THE PROPERTY" means the land situated in Grand Cayman being that
part of the land registered at Block 12D Parcel 79REM1 in the West
Bay Beach South Registration Section of Grand Cayman, Cayman Islands
(including that part of the building containing the Plant, an office
and bathroom erected on the Property and indicated on the Plan) as
appears outlined in red on the Plan;
(18) "THE PROPERTY METER" means the water meter at the boundary of the
Property to which the Water Pipe is connected, the location of which
is marked in pink on the Plan;
(19) "THE SELLER" means CAYMAN HOTEL & GOLF INC., a Canada corporation of
P.O. Box 1994 GT, Grand Cayman B.W.I.;
Tel: (345)949-7440
Fax: (345)949-8032
and includes the Seller's successors in title and transferees.
(20) "THE SELLER'S ATTORNEYS AT LAW" means Messrs. Ritch & Conolly, P.O.
Box 1994 GT, Grand Cayman B.W.I.;
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(21) "THE STRATA CORPORATIONS" means The Proprietors, Strata Plan No. 79,
The Proprietors, Strata Plan No. 147 and The Proprietors, Strata
Plan No. 215;
(22) "THE UNDEVELOPED LOT" means the land referred to in Section C of
Part II of the Second Schedule;
(23) "THE WATER PIPE" means the water pipe coloured brown on the Plan
running from the Property Meter to the Main Meter;
(24) the Schedules form part of this Agreement;
(25) words of one gender include any other gender;
(26) singular words include the plural and vice versa;
(27) a commitment by more than one person is joint and separate; and
(28) the clause headings are included for convenience only and have no
legal effect.
2. The Seller agrees to sell and the Buyer agrees to buy the Plant for the
Price and on the terms and conditions set out in the First Schedule.
THE FIRST SCHEDULE
1. PAYMENT
The Price must be paid to the Seller's Attorneys-at-Law on behalf of the
Seller as follows:-
(1) on execution of this Agreement the Deposit, to be held as
stakeholder until completion or earlier termination of this
Agreement.
(2) at completion, the balance of the Price.
2. COMPLETION
(1) Completion must take place on or before the Completion Date.
(2) Unless the Buyer otherwise agrees, completion must take place at the
offices of Myers & Alberga, One Regis Place, 90 Fort Street, George
Town, Grand Cayman, Cayman Islands B.W.I., who will have carriage of
sale.
(3) On the execution of this Agreement, the parties must execute the
Lease and all necessary documents to enable its registration and
deliver it in triplicate to the Buyer's Attorney-at-Law for stamping
and registration.
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(4) At completion, in exchange for payment of the balance of the Price
and all other money (if any) payable to the Seller under this
Agreement
(a) the Seller must deliver to the Buyer:-
(i) any documents necessary to vest title to the Plant in
the Buyer under the terms of this Agreement; and
(ii) water supply agreements in the forms of the Fifth, Sixth
and Seventh Schedules executed by the Strata
Corporations (the Fifth Schedule), Britannia Estates
Home Owners Association Ltd. (the Sixth Schedule) and
the other Proprietors (the Seventh Schedule) on the date
of this Agreement of the residential lots in Britannia
Estates more particularly described in the Section A of
Part II of the Schedule for the supply of water by the
Buyer to any part of the Britannia Residences; and
(b) the parties must complete by filling in the blank spaces and
execute an agreement for the Buyer's supply of potable water
in the form of the agreement in the Third Schedule.
3. POSSESSION AND USE OF WATER PIPE
(1) The Seller must give vacant possession of the Property (including
for the avoidance of doubt those items of the Plant as are affixed
to it, if any) and free possession (by delivery) of those items of
the Plant as are not affixed to the Property to the Buyer at
completion.
(2) The Seller acknowledges that after completion and for the duration
of the Lease the Buyer intends to use the Water Pipe for
distribution of potable water to the owners, tenants, licensees and
occupiers of the whole of the Britannia Development (other than the
Property). For this purpose, the Seller:-
(a) grants to the Buyer, without prejudice to the Buyer's rights
as a concessionaire (as defined in the Water (Production and
Supply) Law (1996 Revision)) of an area which includes the
Britannia Development or any part of it, for so long as it is
such a concessionaire under that Law or until the termination
of the Lease (whichever is earlier), but subject to temporary
interruption for repair and maintenance, the right to use the
Water Pipe for the supply of potable water to all parts of the
Britannia Development; and
(b) agrees that:-
(i) it will be responsible for the repair and maintenance of
the Water Pipe and will keep it in all respects sanitary
and free from pollution and any toxic, noxious or other
substances prejudicial to health so that the Buyer's
potable water passing through it will not be
contaminated so as to reduce the quality of the potable
water below that required by the Buyer's concession
referred to in Clause 3(2)(a);
(ii) if it fails within twenty-four (24) hours of receiving
notice from the Buyer to carry out at the Seller's cost
any necessary repairs or maintenance of the Water Pipe,
then the Buyer may carry out any repairs or maintenance
to the Water Pipe in respect of which it has given
notice to the Seller and may enter such parts of the
Hotel or the
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Undeveloped Lot as are necessary in order to carry out
those repairs or that maintenance, causing as little
inconvenience as possible and making good any
unnecessary damage caused without delay;
(iii) it will not connect anything to the Water Pipe which
might either on connection or use cause the water
pressure in the Water Pipe to increase above 62 pounds
per square inch gauge or to reduce below 35 pounds per
square inch gauge and to indemnify the Buyer against all
loss, damage or expense (including consequential loss
and the full amount of legal expenses and damages paid
to third parties to whom the Buyer becomes liable)
caused from the Seller's breach of this clause or from
the use of the fire pump presently connected to the
Water Pipe with the Buyer's knowledge and consent.
(iv) for so long as it remains the owner, legal or
beneficial, of any interest in any part of the land
under which the Water Pipe runs until the termination of
the Lease it will not remove or in any manner interfere
with, damage or destroy any part of the Water Pipe or
additions to or replacements of it or any part of it
made by either the Buyer or the Seller; and
(v) it will not dispose of any legal or beneficial interest
in any part of the Hotel (other than the Rum Point
restaurant and the Property) or the Undeveloped Lot
without obtaining from the transferee of that interest
an enforceable covenant by that transferee on behalf of
itself and its successors in favour of the Buyer to the
same effect as those contained in this subclause (2),
including a covenant to obtain the same covenant from
any subsequent transferee of that or any lesser
interest.
(3) The provisions of sub-clause (2) will survive completion of this
Agreement.
4. TITLE TO PLANT
(1) The Seller warrants to the Buyer that the Plant belongs to him
absolutely and that it will not at the time of delivery to the Buyer
be subject to any hire purchase or credit sale agreement or any
charge, mortgage, bill of sale or encumbrance of any kind. To the
extent that the Seller is legally able to pass title to the Plant by
delivery (it being agreed that the only impediment to the passing of
unencumbered title to the Buyer is the possible fixation to the
Property of certain items of the Plant), title will so pass on
Completion. To the extent that the Seller is not legally able to
pass title to the Plant by delivery for the reason above-mentioned,
the Seller agrees that the Buyer may at any time prior to the end of
the Lease detach those items of Plant affixed to the Property and on
such detachment title will pass to the Buyer without any further act
or deed.
(2) The provisions of sub-clause (1) will survive completion of this
Agreement.
5. RISK
Despite any rule of law, equity or practice to the contrary, risk in the
Plant will pass to the Buyer on completion.
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6. STATE OF PROPERTY AND PLANT
(1) The Plant being open for inspection by or on behalf of the Buyer
before the Date of this Agreement the Buyer is deemed to buy it with
full notice of its present state and condition in all respects and
must accept it in that state and condition at the time of taking
possession of it fair wear and tear excepted.
(2) The Seller warrants that neither as at completion nor at any
previous time during which it or any Affiliate has had any
beneficial interest in the Property, has any business activity been
carried on on the Property which involves the use or handling of
hazardous materials or waste or which has had to the Seller's
knowledge any adverse effect on its property, equipment or business
activities.
(3) The Buyer may at any time and from time to time make such
investigations and tests of the soil of the Property as it deems
necessary to satisfy itself that no part of the Property is polluted
by hazardous materials or wastes. The costs of such tests and
investigations must be borne by the Buyer. If any such pollution is
found at any time (whether before or after completion) which is
attributable to the Seller, Ellesmere or Hyatt Britannia, the Seller
must at its expense immediately with all possible expedition conduct
all environmental remedial activities which a commercially
reasonable person would perform in similar circumstances on his own
land to remedy the pollution. The Seller agrees not at any time
during the subsistence of the Lease to pollute any of its land
registered at Block 12D Parcel 79REM1 in the West Bay Beach South
Registration Section of Grand Cayman in any way which might
adversely affect the Property or the Plant or the Buyer's business
carried on on the Property.
7. SELLER'S RIGHT TO TERMINATE
If the Buyer does not complete in accordance with Clause 2 of this
Schedule, the Seller may, at any time after the Completion Date without
prejudice to any other remedy which he may have, serve notice on the Buyer
to pay the balance of the Price within fourteen (14) days after the date
of service of that notice. If the Buyer does not pay the balance of the
Price within those fourteen (14) days (in respect of which time will be of
the essence) the Seller may, unless he chooses some other remedy,
terminate this Agreement and keep the Deposit and all part payments (if
any) up to an aggregate of ten percent (10%) of the Price as liquidated
damages together with any interest that may have accrued or been earned on
it. If he does so this Agreement will immediately end and neither party
will have any further rights of action or claim of any nature against the
other in respect of it.
8. INTEREST ON LATE PAYMENTS
In addition to any other remedies available to the Seller if the Buyer
does not pay any sum payable under this Agreement on the due date the
Seller may charge interest on the unpaid amount calculated from the due
date until the date of payment at the rate of ten percent (10%) per annum
calculated on a daily basis, and with monthly rests.
9. STAMP DUTY AND OTHER FEES
Each party must bear its own legal fees on this Agreement.
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10. PAYMENT BY CHEQUE
If the Buyer or anyone on his behalf pays any money under this Agreement
by cheque, payment is deemed to be received when that cheque has been
cleared in the Cayman Islands and the funds are under the unconditional
control of the Seller and the Buyer may not enforce any of his rights or
remedies until that cheque has been so cleared.
11. ENTIRE AGREEMENT
(1) This Agreement constitutes the entire agreement between the parties
and may be varied only by agreement in writing.
(2) The Seller, the Buyer, Ellesmere and Hyatt Britannia agree that on
the Completion Date the settlement agreements dated 20th April, 1999
shall be terminated and be of no further force or effect.
12. NOTICES
Any notice or communication under or in connection with this Agreement
must be in writing and must be delivered personally, or sent by registered
post to the address of the party to be served stated in clause 1 or at
such other address as either party notifies the other. Proof of posting or
delivery will be deemed to be proof of receipt:-
(1) in the case of a notice or communication sent by registered post, on
the fourth day after posting; and
(2) in the case of a notice or communication delivered, on the date of
delivery.
13. NO WAIVER OF TERMS
Unless there is a written agreement to the contrary, no neglect, omission
or forbearance on the Seller's part to take advantage of or enforce any
right or remedy arising out of any breach or non-observance of any of the
terms and conditions contained or implied in this Agreement will be deemed
to be or operate as a general waiver of that term or condition or the
right to enforce or take advantage of it in respect of any breach or
non-observance of it either original or recurring.
14. CONDITIONS PRECEDENT TO COMPLETION
Completion of this Agreement is subject to:-
(1) the consent of the Seller's mortgagee Barclays Bank Plc to the
transaction contemplated by this agreement including without
limitation the sale of the Plant and the grant of the Lease;
(2) the Buyer's being satisfied that the Property is not polluted or
that the environmental remedial activities performed by the Seller
under Clause 6(3) have been or will be successful, it being
understood that failure by the Buyer to make the investigations and
tests referred to in Clause 6(3) by the Completion Date will be
conclusive evidence for the purposes of this Clause that
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the Buyer is satisfied that the Property is not polluted but without
prejudice to the provisions of Clause 6(3);
(3) the Seller's producing to the Buyer water supply agreements in the
form of the Fifth, Sixth and Seventh Schedules executed by the
Strata Corporations (the Fifth Schedule), Britannia Estates Home
Owners Association Ltd. (the Sixth Schedule) and the other
Proprietors (the Seventh Schedule) on the date of this Agreement of
the residential lots in Britannia Estates more particularly
described in the Section A of Part II of the Schedule, for the
supply of water by the Buyer to any part of the Britannia
Residences; and
(4) the registration of the Lease by the Registrar of Lands.
If the above conditions have not been satisfied by28th February, 2002, the
Seller (in respect of condition (1) only) and the Buyer (in respect of all
the conditions) may at any time thereafter by thirty (30) days' notice to
the other party terminate this Agreement unless the necessary permissions
are in fact obtained or the Buyer becomes so satisfied during those thirty
(30) days. If any condition has not been satisfied by the expiry of those
thirty (30) days, the Seller must immediately return the Deposit to the
Buyer and the Buyer must immediately surrender the Lease whereupon this
Agreement will immediately terminate and neither party will have any
further rights against the other arising out of it.
15. NO SALE OF BUSINESS
It is declared for the avoidance of doubt that this Agreement does not
constitute a sale of any business of water desalination and distribution
now carried on by the Seller on the Property. Accordingly, the Seller must
before the Completion Date procure the termination of the employment of
all staff presently employed in that business and the payment of all
severance and other money to which those employees may be entitled on that
termination. The Buyer may on the Completion Date offer employment to any
of those former employees whom it wishes to hire.
16. RELEASE
For the avoidance of doubt, each of the Buyer, the Seller, Ellesmere and
Hyatt Britannia releases the others from all claims, demands, liabilities,
sums of money, actions, proceedings or accounts which each of them now has
or at any time has had against any of the others in relation to any matter
raised in and/or any fact or circumstance alleged in the action in Grand
Court Cause No. 703 of 1996 and/or any other existing fact whether or not
presently known to any of them.
17. ACKNOWLEDGMENTS
The Seller, Ellesmere and Hyatt Britannia each acknowledges the validity
of the Concession (a copy of which each of them also acknowledges it has
received) and will not challenge the Buyer's rights under it or act in any
manner which would cause loss, damage or injury to the Buyer or its
business carried on through the existence of the Concession. None of the
Seller, Ellesmere or Hyatt Britannia will at any time while the Buyer is
the holder of the Concession challenge or impugn the supply of water by
the Buyer to the Britannia Residences and in particular will not bring any
proceedings in relation to the Britannia Residences in the Grand Court
against the Buyer which arises from or is based on any allegation of fact
and/or law which is the same as and/or
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similar to those raised or relied upon in defending the action in Grand
Court Cause No. 703 of 1996. The Buyer will not bring any further
proceedings in relation to the Hotel and the matters raised in the Grand
Court Action No. 703 of 1996 which arises from or is based on any
allegation of fact which is the same as and/or similar to those raised or
relied upon in that action.
THE SECOND SCHEDULE
PART I - THE PLANT
1 SEAWATER REVERSE OSMOSIS PLANT SKID #4 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: No Name Plate
Model #: NA
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165M
Serial #: 12834
MOTOR
Brand Name: TOSHIBA (HOUSTON)
Model #: B-1254FLA4UD
Serial #: AB54699-1
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: PT8650 E1 (or) NP4840/A
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 23 Housings and element-single
element per housing
Membranes Dupont
DRAW BACK TANK
WATER METER
CONTROL PANEL
2 SEAWATER REVERSE OSMOSIS PLANT SKID #5 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: EXCEL
Model #: 30EFCS3-3C150
Serial #: NA
9
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165M
Serial #: NA
MOTOR
Brand Name: SIEMENS
Order #: 2-312-LR91633-2
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: PT8650 E1 (or) NP4840/A
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 12 twin housings-PERMASEP
Membranes Dupont
DRAW BACK TANK
WATER METER
CONTROL PANEL
3 SEAWATER REVERSE OSMOSIS PLANT SKID #6 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: OSMONICS
Model #: HX1620-3 OT-PVC-D
Serial #: 96-A49103-1
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165AM /29613-B
Serial #: 22747
MOTOR
Brand Name: SIEMENS
Order #: 2-5106-LR90303-1
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: RO-4034 1390 15
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 20 B-10 PERMASEP Housings-one
membrane per housing
Membranes DUPONT
DRAW BACK TANK
WATER METER
CONTROL PANEL
10
4 SEAWATER REVERSE OSMOSIS PLANT SKID #7 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: EXCEL
Model #: 30EFCS3-3C150
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165AM /29613-B
Serial #: 23852
MOTOR
Brand Name: TICO AMERICA
Model #: NA
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: RO-290-40
Serial #: 021-97-A2316
MEMBRANE ELEMENT HOUSINGS
Description: 1) 4 Triples (3 membranes per
housing), no name brand on
housings
2) 2 Doubles(2 membranes per
housing), PERMASEP
Membranes DUPONT
DRAW BACK TANK
WATER METER
CONTROL PANEL
5 POTABLE WATER OZONATION SYSTEM COMPRISED OF:
AIR COMPRESSOR PACKAGE
Brand Name: INGERSOLL RAND
Model #: SS-EP15
Serial #: LX0230U98043
11
AIR COMPRESSOR MOTOR
Brand Name: US ELECTRIC MOTOR DIVISION OF
EMERSON ELECT CO.
Model #: T589A
ID #: B01A339RO65F
MOISTURE SEPARATOR
Brand Name: THERMAL TRANSFER PRODUCTS
Model #: S-100-AD
ID #: S-6019
REFRIGERATED DRYER
Brand Name: INGERSOLL RAND
Model #: DXR50
Serial #: 97LDXR5563
OXYGEN CONCENTRATOR
Brand Name: AIRSEP-NATL BD 72602K-CERTIFIED
BY BRUNNER ENG & MFG INC.
Model #: AS-160/250/450
Serial #: NA
OXYGEN RECEIVER
Brand Name: NATL.BD NO.182314-CERTIFIED
BY STEEL FAB
ABINGDON VA.
PART #: CRN C7228.1C
Serial #: NA
OZONE GENERATOR
Brand Name: OSMONICS
Model #: HC-5
Serial #: NA
OZONE INJECTOR MOTOR
Brand Name: BALDOR
Cat#: JWMDM3616T
Serial #: NA
CENTRIFUGAL PUMP(OZONE INJECTOR)
Brand Name: WAUKESHA CHERRY BURRELL
Model #: U2065
Serial #: 2200989
DISSOLVED OZONE MONITOR
Brand Name: OREC/OSMONICS
Model #: NA
Serial #: NA
12
AC DRIVE
Brand Name: MEGNETEK
Model #: GPD 506 N12-506V-B014
Serial #: 34469
6 HIGH SERVICE WATER DISTRIBUTION PUMP SYSTEM COMPRISED OF:
DWPO4
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587B
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Cat #: JMM2514T
Spec #: 39K35W525
DWPO5
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587A
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Cat #: JMM2514T
Spec #: 39K35W528
DWPO7
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587C
THREE PHASE INDUCTION MOTOR
Brand Name: US ELECTRICAL MOTORS
Model #: E685A
Serial #: BO1A287RR087F
13
7 DOMESTIC WATER TRANSFER PUMP SYSTEM COMPRISED OF:
CWP01
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: 820A
Serial #: TI57490
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
CWP02
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C825AM
Serial #: 171953
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
8 TRANSFER PUMP TO OZONATION SYSTEM COMPRISED OF:
CENTRIFUGAL PUMP
Brand Name: AMPCO
Model #: 3 x 2 1/2 ZC2
Serial #: CC16867-1-1
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: NA
Spec #: 07H167W06
9 IRRIGATION TRANSFER PUMP SYSTEM COMPRISED OF:
IRP01
CENTRIFUGAL PUMP
Brand Name: PAC_SEAL
Model #: 4P940
Motor Reference #: G40444/F96Z120R169F
THREE PHASE INDUCTION MOTOR
Brand Name: DAYTON
Model #: 9N114
Motor Reference #: G40444/F96Z120R169F
CWP02
TRANSFER PUMP TO TANK
Brand Name: PEERLESS PUMP COMPANY
Model #: C825AM
Serial #: 171953
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
14
10 POTABLE WATER DEGASSIFIER COMPRISED OF:
Brand Name: DELEOCH
Model #: NA
Serial #: NA
BLOWER MOTOR #1
SINGLE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: VL313
Serial #: NA
BLOWER MOTOR #2
THREE PHASE INDUCTION MOTOR
Brand Name: GE MOTORS & INDUSTRIAL SYSTEMS
Model #: 5K49ZN2189
Serial #: NMLI42677
11 SEAWATER WELLS AND SUBMERSIBLE PUMPS COMPRISED OF:
WP #2
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: JACUZZI
Model #: S6175-2
Serial #: 92611702
15
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: 99g19-14-0014
WP #4
FEEDWATER WELL, CASING AND WELL
HEAD APPURTENANCES SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: 14B70002
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
WP #5
FEEDWATER WELL, CASING AND WELL
HEAD APPURTENANCES SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: NA
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
WP #6
FEEDWATER WELL, CASING AND WELL
HEAD APPURTENANCES SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: 14B70002
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
16
12 DIESEL POWERED GENERATOR COMPRISED OF:
EMERGENCY GENERATOR ENGINE
Brand Name: KOMATSU LTD
Model #: 6491
Serial #: 14448
EMERGENCY GENERATOR
Brand Name: ONAN 60
Model #: 60 ODVB-15R/30083B
Serial #: B850750776
FUEL INJECTION PUMP
Brand Name: DIESEL KIKI
ASSY #: 6207-71-1410
Serial #: 450K327320
MAGNETIC DRIVER
Brand Name: NIKKO ELECT IND CO LTD
Model #: 600-815-5560
Serial #: 0-47100-3720
13 BOLTED STEEL 816,000 US GALLON POTABLE WATER TANK
Brand Name: Florida Aquastore, Inc.
Model #: NA
Serial #: NA
14 ALL INTERCONNECTING PIPING, CONDUITS AND APPURTENANCES, ABOVE THE GROUND
WHICH CONNECT ITEMS 1 THROUGH 13 TO EACH OTHER, AND TO THE WATER PIPE, AND
WHICH DIRECTLY FACILITATE THE OPERATION AND MAINTENANCE OF ITEMS 1 THROUGH
13.
15 ALL ELECTRICAL EQUIPMENT AND COMPONENTS WHICH CONNECT ITEMS 1 THROUGH 13
TO EACH OTHER AND TO THE MAIN ELECTRICAL SERVICE IN THE RO BUILDING.
16 ALL CONTROLS AND INSTRUMENTATION ATTACHED TO ITEMS 1 THROUGH 13.
17 ALL TOOLS THAT ARE SPECIFIC TO THE MAINTENANCE OR OPERATION OF THE PLANT.
18 ALL LABORATORY AND TESTING EQUIPMENT USED TO MONITOR WATER PRODUCED BY THE
PLANT.
19 ALL DRAWINGS, SCHEDULES, OPERATION AND MAINTENANCE MANUALS FOR ITEMS 1
THROUGH 18.
20 ALL OFFICE EQUIPMENT CURRENTLY LOCATED WITHIN THE RO BUILDING AND USED BY
THE STAFF OF THE PLANT.
21 ALL SPARE PARTS FOR ITEMS 1 THROUGH 18, STORED MATERIALS SUCH AS CHEMICALS
AND LUBRICANTS HELD IN STOCK AT THE TIME OF CLOSING.
17
PART II - THE BRITANNIA DEVELOPMENT
SECTION A - THE BRITANNIA RESIDENCES
- --------------------------- -------------------------------------------- ---------------------- ----------------------
PHASE REGISTRATION SECTION BLOCK PARCEL
- --------------------------- -------------------------------------------- ---------------------- ----------------------
I West Bay Beach South 12D 25
- --------------------------- -------------------------------------------- ---------------------- ----------------------
II West Bay Beach South 12D 40
- --------------------------- -------------------------------------------- ---------------------- ----------------------
II West Bay Beach South 12D 38
- --------------------------- -------------------------------------------- ---------------------- ----------------------
II West Bay Beach South 12D 39
- --------------------------- -------------------------------------------- ---------------------- ----------------------
Britannia Estates West Bay Beach South 12D 65
- --------------------------- -------------------------------------------- ---------------------- ----------------------
Britannia Estates West Bay Beach South 12D 77
- --------------------------- -------------------------------------------- ---------------------- ----------------------
Britannia Estates West Bay Beach South 12D 74
- --------------------------- -------------------------------------------- ---------------------- ----------------------
42, 43, 44, 45, 46,
47, 48, 49, 50, 70,
Britannia Estates West Bay Beach South 12D 53, 78, 55, 56, 57,
58, 59, 60, 61,
62, 63, 64
- --------------------------- -------------------------------------------- ---------------------- ----------------------
Kings Court West Bay Beach South 12D 80
- --------------------------- -------------------------------------------- ---------------------- ----------------------
SECTION B - THE HOTEL
- ---------------------------------------- -------------------------------------- --------------------------------------
REGISTRATION SECTION BLOCK PARCEL
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12C 27
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12D 24
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12D 79REM1
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12E 89
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12E 88
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12E 94
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12C 154
- ---------------------------------------- -------------------------------------- --------------------------------------
Rum Point 33B 169 & 173
- ---------------------------------------- -------------------------------------- --------------------------------------
SECTION C - THE UNDEVELOPED LOT
- ---------------------------------------- -------------------------------------- --------------------------------------
REGISTRATION SECTION BLOCK PARCEL
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12D 26
- ---------------------------------------- -------------------------------------- --------------------------------------
18
THE THIRD SCHEDULE
THIS AGREEMENT is made this ______ day of __________________, 2001,
BETWEEN: CONSOLIDATED WATER CO. LTD. a Cayman Islands company having its
registered office at Trafalgar Place, West Bay Road, P.O. Box 1114,
George Town, Grand Cayman B.W.I. ("CWC")
AND: CAYMAN HOTEL & GOLF INC. a Canada corporation having its address for
service in the Cayman Islands in care of Ritch & Conolly, Queensgate
House, South Church Street, P.O. Box 1994, George Town, Grand Cayman
B.W.I.("the Customer")
RECITAL:
The Customer wishes to obtain a supply of potable water in specified volume (i)
by pipe for the Hotel known as the Hyatt Regency, on both sides of the West Bay
Road, Grand Cayman and the irrigation of its golf course and (ii) by the
Customer's truck for the Rum Point restaurant at Rum Point, and CWC has agreed
to supply the water on the terms set out in this Agreement;
AGREEMENT:
1. SUPPLY OF WATER
(1) Subject to sub-clause (4), CWC will supply the Customer from the
Commencement Date until the expiry of the Term, on the terms and
conditions set out in this Agreement potable water to the quality
standard required by its Concession at the meter or meters referred
to in Clause 2(3) at a maximum rate of 260 gallons per minute at 62
pounds per square inch gauge.
(2) The Volume of water supplied will be a minimum of 170,000 U.S.
gallons per day. The maximum volumes to be supplied will be the
amount from time to time agreed by CWC who must use its best
endeavours to supply the Customer's demands in full.
(3) Notwithstanding that CWC has connected any water supply to a hydrant
or sprinkler system in the Hotel, it is expressly agreed that CWC
will be under no obligation to provide water for fire fighting
purposes or to ensure that the Water Tank contains water at any time
whatever or under any circumstances, and will only supply water for
those purposes if it is able to do so, and will not be liable for
any damage whatever to the Hotel or any part of it caused by fire or
any related cause.
(4) For the purposes of this Agreement, the water supplied to the
Customer is deemed to be the amount of water shown by:-
(a) the meter measuring the amount of water passing through the
Fire Pump; plus
(b) the meter measuring the amount of water flowing into the
Irrigation Tank; plus
(c) the Property Meter
less the amount of water shown by the Main Meter.
(5) CWC must give not less than twenty-four (24) hours' notice to the
Customer of any occasion on which to its knowledge the Water Tank
will for any reason contain less than 250,000 U.S. gallons of water
and if in circumstances unforeseen by CWC, the water in the Water
Tank is, or within twenty-four (24) hours will be, reduced below
19
250,000 U.S. gallons, CWC must notify the Customer immediately it
becomes aware of that fact.
2. PAYMENT
(1) From the Commencement Date until the end of the Term, the Customer
will, subject to sub-clause (6) and clause 4, pay a price per 1,000
U.S. gallons equal to the total of the following:-
(a) for the Required Monthly Gallonage in any calendar month,
US$8.50 subject to adjustment on 1st January, 2002 and on each
January 1st thereafter in accordance with sub-clause (2);
(b) for any volume supplied in excess of the Required Monthly
Gallonage in any calendar month, the price charged to
commercial consumers from time to time within that part of the
Licence Area in which the Hotel is situated; and
(c) the Energy Adjustment Factor from time to time.
(2) On each 1st January commencing 1st January, 2002 the Consumption
Charge per 1,000 U.S. gallons of the Required Monthly Gallonage in
that year will be adjusted to the figure obtained by reference to
the following formula:-
5.41 X USPPIL + 3.09 X CICPIL
------------- -------------
USPPI00 CICPI00
For the purposes of this clause:-
USPPIL is the United States Producer Price Index for Industrial
Commodities at the preceding September 30th and USPPI00 is that
index at September 30, 2000, and
CICPIL is the Cayman Islands Consumer Price Index at the preceding
September 30th and CICPI00 is that index at September 30, 2000.
BUT if the Cayman Islands Government does not produce a Consumer
Price Index at any relevant date, the United States Government
Consumer Price Index for that date and September 30, 2000 must be
used.
(3)(a) CWC must furnish, fix and maintain in good repair the Main
Meter, the Property Meter and the meters measuring the volumes of
water flowing into the Irrigation Tank and passing through the Fire
Pump for determining the quantity of water used by the Customer. The
Customer must pay the rental specified in paragraph (b) for the use
of the Property Meter and the meter measuring the volume of water
passing through the Fire Pump only, which will remain the property
of CWC. If any meter is damaged by the Customer, its servants,
agents or invitees, CWC will repair or replace the meter but at the
Customer's expense. The Customer is liable for the cost of all water
passing through the Property Meter less water passing through the
Main Meter unless
20
any meter is found to be defective after a complaint by the Customer
to CWC. CWC will charge the Customer for water used based on the
average water consumption of the previous twelve (12) months when
the defective meter was working, pro rata for the period when the
meter was not recording correctly or not recording at all.
(b) Meter rates are as follows:-
SIZE MONTHLY RENTAL CONNECTION FEE RECONNECTION FEE
---- -------------- -------------- ----------------
20 mm (3/4") CI$ 3.50 CI$ 80.00 CI$ 50.00
25 mm (1") CI$ 5.00 CI$120.00 CI$ 75.00
38 mm (1 1/2") CI$ 7.50 CI$175.00 CI$110.00
50 mm (2") CI$10.00 CI$240.00 CI$150.00
75 mm (3") CI$15.00 CI$360.00 CI$225.00
100 mm (4") CI$25.00 CI$560.00 CI$300.00
150 mm (6") CI$40.00 CI$800.00 CI$350.00
(4) CWC must invoice the Customer for the Monthly Charge for the
previous calendar month and any unpaid balance on the account
(including interest on any late payments at the rate set out below)
and the Customer must pay each invoice within twenty-one (21) days
failing which the Customer must pay CWC interest at the rate of 1
1/2% per month calculated on a daily basis from the due date to the
date of payment, which CWC may charge whether or not it continues to
supply water. If any invoice remains unpaid for 30 days from its
date then CWC may cease supplying water until the Customer pays all
invoices up to date.
(5) The water supply service must be used only by the Customer or his
tenants or guests and must not be re-sold or otherwise supplied to
third parties, either within or outside the boundaries of the
Property.
(6) For the period beginning on the date of this agreement and ending on
31st May, 2002 only, for any gallonage supplied in excess of the
Required Monthly Gallonage in any calendar month, the Customer will
pay a price per 1000 U.S. gallons equal to the price payable
pursuant to subclause 2(1)(a) and (c) in the relevant calendar month
for the Required Monthly Gallonage.
3. SECURITY DEPOSIT
The Customer must pay CWC on the date of this Agreement, a deposit of
US$50,000.00 which CWC must hold on account of the payment of the Monthly
Charge during the last month of this Agreement. So long as the Customer
has paid all charges (including any interest on late payments) due under
this Agreement during the previous year, CWC must, on every anniversary of
the payment of the deposit, compute and credit the Customer against the
following month's bill for water under this Agreement, interest on that
deposit at the average rate paid by Cayman National Bank during the
previous year on fixed deposits of US$50,000.00 for periods of one year.
If at the end of this Agreement any portion of the deposit remains unused,
CWC must immediately refund it to the Customer without interest.
21
4. MINIMUM WATER QUANTITY
(1) The Customer must pay the Consumption Charge for at least 170,000
U.S. gallons of water per day whether or not it is used if CWC was
able to supply that quantity on the particular day. If CWC could not
have supplied that quantity of water on any day, the Customer need
only pay for the quantity which could have been supplied.
(2) Notwithstanding sub-clause (1), if in any month after May 2002 the
Customer does not use the minimum water quantity for which he has
paid the Consumption Charge, CWC must give credit in succeeding
months for the Consumption Charge paid in respect of the unused
water against the Monthly Charge for water used in those months in
excess of the minimum quantity BUT except in respect of credits
earned after 31st May, 2026, which will expire on the expiration of
this Agreement, unused credits earned in each 24 month period which
commences 1st June during the Term (the first of which will commence
1st June, 2002) will expire at the end of each such 24 month period.
5. FORCE MAJEURE
Notwithstanding anything to the contrary in this Agreement, the Customer's
rights against CWC and any corresponding obligations of the Customer will
be suspended during any period in which CWC cannot carry out its
obligations under this Agreement because of FORCE MAJEURE which includes,
without limitation, hurricane, fire, flood or other acts of God, accident,
explosion, war, strike, lockout, labour trouble, expropriation by
Governmental authority, regulation, orders or requests of Governmental
agencies or inability by the exercise of reasonable diligence to obtain
supplies, materials or power.
6. ASSIGNMENT
(1) The Customer may not assign the benefit of this Agreement without
first obtaining CWC's consent (such consent not to be unreasonably
withheld or delayed) BUT:-
(a) may without that consent and subject to it remaining fully
liable to CWC in all respects assign this Agreement to
o any wholly owned subsidiary company or any company which
owns all of the Customer's shares; or
o any successor to the Customer by consolidation, merger
or other corporate action; or
o the operator of the Hotel (currently the Hyatt Regency,
Grand Cayman) from time to time; or
o any purchaser of the Customer or purchaser of the Hotel.
(b) in every case, each assignee of the Customer must assume and
will be taken to have assumed the obligations under this
Agreement and will be liable in addition to
22
the Customer, from the date of the assignment, to comply with all
the Customer's obligations in it.
The Customer must give notice to CWC within one month after any
transaction under this clause, supplying a copy of the instrument.
On CWC's giving consent to any assignment and the assignee agreeing
to accept all of the Customer's obligations under this Agreement,
the Customer will be released from all those obligations as of the
date of CWC's consent, but without prejudice to CWC's right of
action in respect of any antecedent breaches by the Customer.
(2) CWC agrees that if at any time CWC assigns or transfers the
Concession or the Concession is granted to another company in which
CWC has an interest, it will assign this Agreement to the assignee,
transferee or grantee (as the case may be) of the Concession.
7. TERMINATION
(1) This Agreement may, without prejudice to any other rights which the
terminating party may have against the other, be terminated by
either party before the end of the Term if the other party:-
(a) does not comply with any of its representations, warranties or
agreements set out in this Agreement and does not remedy the
breach (if capable of remedy) within 30 days of service on it
of notice so to do; or
(b) is prohibited from performing its obligations under this
Agreement as a result of any applicable law or regulation.
(2) The Customer may terminate this Agreement at any time after the
Lease has been terminated by the Customer pursuant to the
termination provisions contained in the Lease.
8. NOTICES
(1) A notice or other communication under or in connection with this
Agreement shall be in writing and shall be delivered personally or
sent by telefax, as follows:-
(a) if to CWC, to:-
Trafalgar Place
West Bay Road, West Bay
P.O. Box 1114
George Town, Grand Cayman B.W.I.
Telefax: (345) 945-4191
with a copy to:-
Myers & Alberga
One Regis Place, 90 Fort Street
P.O. Box 472
George Town, Grand Cayman B.W.I.
Attn: Mr. Bryan L. Ashenheim
Telefax: (345) 949-8171
23
(b) if to the Customer, to:-
P.O. Box 1698
George Town, Grand Cayman B.W.I.
Telefax: (345) 949-8032
with a copy to:-
Ritch & Conolly
P.O. Box 1994
George Town, Grand Cayman B.W.I.
Attn: Mr. Angus Charlton
Telefax: (345) 949-8652 or 949-0673
or to another person, address or telefax number specified by a party
by written notice to the others.
(2) In the absence of evidence of earlier receipt, a notice or other
communication is deemed given:-
(a) if delivered personally, when left at the address referred to
in Clause 8(1).
(b) if sent by telefax, on completion of its transmission or, if
sent on a day which is not a working day at the recipient's
address, at 9:00 a.m. (recipient's time) on the next
succeeding working day at the recipient's address.
9. ENTIRE AGREEMENT, BINDING EFFECT AND MODIFICATION
This Agreement is binding on the parties and their respective successors
and assigns and may be amended or modified only by a further written
agreement signed by both parties. This Agreement sets out the entire
agreement of the parties with respect to its subject matter and supersedes
all previous agreements and understandings whether oral or written
relating to it.
10. NO WAIVER OF TERMS
Unless there is a written agreement to the contrary, no neglect, omission
or forbearance on CWC's part to take advantage of or enforce any right or
remedy arising out of any breach or non-observance of any of the terms and
conditions contained or implied in this Agreement will be deemed to be or
operate as a general waiver of that term or condition or the right to
enforce or take advantage of it in respect of any breach or non-observance
of it either original or recurring.
24
11. DEFINITIONS
For the purposes of this Agreement:-
(1) "the Commencement Date" means the 1st day of [FILL IN NEXT MONTH
AFTER COMPLETION OF AGREEMENT].
(2) "the Concession" means the concession granted to CWC under the Law,
as amended from time to time.
(3) "the Consumption Charge" means the charge in sub-clause 2(1)(a)
subject to adjustment in accordance with sub-clause 2(2).
(4) "the Energy Adjustment Factor" means the Energy Adjustment Factor as
defined in the Concession.
(5) "the Fire Pump" means the Customer's fire pump connected to the
Water Tank.
(6) "the Hotel" means the hotel presently known as the Hyatt Regency,
the Britannia golf course, the Hyatt beach club and Hemingway's
restaurant and the Rum Point restaurant comprised in the Land
Registers referred to in the Schedule.
(7) "the Irrigation Tank" means the Customer's irrigation tank marked as
such on the Plan.
(8) "the Law" means the Water (Production and Supply) Law (1996
Revision) which expression includes any amendment, consolidation or
re-enactment of it.
(9) "the Lease" means the lease under the Registered Land Law between
the Customer as landlord and CWC as tenant of part of the land
comprised in Registration Section West Bay Beach South Block 12D
Parcel 79REM1.
(10) "the Licence Area" means the area for which CWC has been granted the
Concession under the Law.
(11) "the Main Meter" means the water meter edged purple on the Plan
metering the supply of water to that part of the Britannia
Development known as "Britannia Villas".
(12) "the Monthly Charge" means the total of the Consumption Charge and
the Energy Adjustment Factor in respect of each month.
(13) "the Plan" means the plan attached to this Agreement marked
`Property Plan' and initialled by the parties for the purposes of
identification.
(14) "the Property" means the land situated in Grand Cayman being that
part of the land registered at Block 12D Parcel 79 REM 1 in the West
Bay Beach South Registration Section of Grand Cayman, Cayman Islands
as appears outlined in red on the Plan.
(15) "the Property Meter" means the water meter at the boundary of the
Property to which the Water Pipe is connected, the location of which
is marked in pink on the Plan.
25
(16) "the Required Monthly Gallonage" means 170,000 multiplied by the
number of days in the relevant calendar month.
(17) "the Term" means the period of twenty-five (25) years or until the
earlier expiry of the Concession or any renewal of it, commencing on
the Commencement Date.
(18) "the Water Pipe" means the water pipe coloured brown on the Plan
running from the Property Meter to the Main Meter.
(19) "the Water Tank" means the water tank owned by CWC located on the
Property and marked as such on the Plan.
12. APPLICABLE LAW AND FORUM
This Agreement is governed by and must be construed in accordance with the
laws of the Cayman Islands and both parties submit to the non-exclusive
jurisdiction of the Cayman Islands Courts.
THE SCHEDULE
THE HOTEL
- ---------------------------------------- -------------------------------------- --------------------------------------
REGISTRATION SECTION BLOCK PARCEL
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12C 27
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12D 24 & 26
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12D 79REM1
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12E 89
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12E 88
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12E 94
- ---------------------------------------- -------------------------------------- --------------------------------------
West Bay Beach South 12C 154
- ---------------------------------------- -------------------------------------- --------------------------------------
Rum Point 33B 169 & 173
- ---------------------------------------- -------------------------------------- --------------------------------------
SIGNED for and on behalf of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD. by )
)
a Director, in the presence of:- )
) Per:_________________________
____________________________________ ) Director
Witness
SIGNED on behalf of CAYMAN ) CAYMAN HOTEL & GOLF INC.
HOTEL & GOLF INC. by )
, a Director, )
and by ) Per:____________________________
the presence of:- ) Director
)
____________________________________ ) Per:____________________________
Witness
26
THE FOURTH SCHEDULE
THE LEASE
THIS LEASE is made the ________ day of _______________________, 2001,
BETWEEN: CAYMAN HOTEL & GOLF INC., a Canada corporation, of P.O. Box 1698,
George Town, Grand Cayman B.W.I. ("the Landlord")
AND: CONSOLIDATED WATER CO. LTD., a Cayman Islands company, of P.O. Box
1114, George Town, Grand Cayman B.W.I. ("the Tenant")
AND WITNESSES as follows:-
1. In this Lease:-
(1) unless inconsistent with the context or subject matter or
circumstances the following expressions have the following
meanings:-
(a) "the Adjoining Property" means the lands comprised in West Bay
Beach South Registration Section Block 12C Parcels 27 and 154,
Block 12D Parcels 24, 26 and 79REM1 (other than the Land) and
Block 12E Parcels 88, 89 and 94 and any other land which
adjoins the Land in which the Landlord during the Term
acquires an interest as proprietor or tenant.
(b) "the Building" means the building on the Land in which the
Tenant's water plant and the laundry for the Hotel are
situated shown edged blue on the Plan.
(c) "the Common Areas" means all those parts of the Landlord's
adjoining land shown hatched in red on the Plan.
(d) "Conduits" includes wires, cisterns, chutes or pipes for the
supply of water, telephone, electricity and gas and the
disposal of domestic waste in, under or over the Land.
(e) "the Land" means the land and buildings comprised in this
Lease and shown for the purposes of identification only edged
red on the Plan but excluding the Landlord's Building.
(f) "the Landlord's Building" means the building marked "Golf Cart
Maintenance" hatched green on the Plan, and any of its
contents from time to time.
(g) "the Landlord" and "the Tenant" include their respective
successors in title.
(h) "Notice" includes demand and vice versa.
(i) "the Plan" means the plan of the Land attached marked "Lease
Plan".
27
(j) "the Plant" means the machinery, equipment and personal
property described and listed in the Schedule.
(k) "the Right of Way" means all that part of the Land shown
delineated in red on the Plan.
(l) "the RO Area" means the area of the Building edged in red and
shown on the Plan.
(m) "share(d)" means share(d) with the Landlord.
(n) "the Term" means twenty-five (25) years starting on 1st]. -
(o) "the Water Supply Agreement" means an agreement for the supply
of water to the Hotel dated the same day as this Lease and
made between the Landlord and the Tenant.
(2) (a) An obligation not to do something includes an obligation not
to permit or suffer others to do it.
(b) An obligation imposed is to be performed and a power or right
conferred is exercisable, in each case from time to time.
(c) Consent, approval and notice must be in writing.
(d) The headings are for convenience only and have no legal
effect.
(e) References to the Laundry include parts of it.
(f) References to the Land include parts of it.
(g) Words of one gender include words of any other gender.
(h) Singular words include the plural and vice versa and where
there are two or more persons included in the expression "the
Tenant", agreements made by the Tenant are joint and separate.
2. RENT
The Landlord LEASES the Land to the Tenant for the Term together with the
rights set out in sub-clause 5(ii) but excepting and reserving to the
Landlord the rights set out in sub-clause 5(i), subject to the right of
re-entry in Clause 5(iv), at the rent of One United States Dollars
(US$1.00) per year. The Tenant must pay the rent in United States Dollars
to the Landlord in advance on or before the 1st day of.
28
3. TENANT'S AGREEMENTS
The Tenant agrees with the Landlord:-
(i) PAYMENTS
to pay:-
(a) the rent without any set off or counterclaim in
accordance with Clause 2;
(b) all rates, taxes, assessments, duties, charges,
impositions and outgoings that are or now or may at any
time during the Term be charged, assessed or imposed
upon the Land or upon the owner or occupier of it. The
Tenant must also pay and indemnify the Landlord against
the proportion reasonably attributable to the Land of
all rates, taxes, assessments, duties, charges,
impositions and outgoings that are now or may at any
time during the term be charged, assessed or imposed on
the Land and any other property including Adjoining
Property or on their owners or occupiers;
(c) the stamp duty on this Lease and on one copy and its own
legal fees; and
(d) to the Landlord on an indemnity basis all costs, fees,
charges, disbursements and expenses including without
prejudice to the generality of the above those payable
to counsel, solicitors, surveyors and bailiffs incurred
by the Landlord in relation to or incidental:-
(1) Every application made by the Tenant for a consent
or licence required by the provisions of this
Lease whether it is granted, refused or offered
subject to any qualification or condition or the
application is withdrawn
(2) The contemplation, preparation and service of any
notices under this Lease or in contemplation of
proceedings against the Tenant even if forfeiture
is avoided otherwise than by relief granted by the
court
(3) The recovery or attempted recovery of arrears of
rent or other sums due under this Lease and any
steps taken in contemplation of or in connection
with the preparation and service of a schedule of
dilapidation during or after the end of the Term.
REPAIR
(ii)(a) to keep every part of the Land (other than the Building) and
the interior of the RO Area and all fixtures, fittings and
equipment in it owned by the Landlord in good condition,
clean, tidy and well-decorated, fair wear and tear and damage
of which the Tenant, its licensees, invitees or visitors are
not the cause excepted; and
(b) to permit the Landlord and its agents to paint or treat the
outside of the Building and all doors leading into the RO Area
and the outside of all windows and walls in the RO Area in
such colour and manner as the Landlord decides.
NO ALTERATION
(iii) not to alter, cut or damage the RO Area or any other part of
the Building without the Landlord's consent (which is deemed
to be given to the extent that it is within the RO Area and is
required for the operation of the Tenant's business situated
therein) and not to make any exterior alteration in the
appearance of the Building; and if it does so, to pay the
Landlord on demand the entire cost which the Landlord incurs
in repairing or replacing that damage.
29
NUISANCE
(iv) save as may be required for the normal operation of the
Tenant's business, not to do on or in the Land or any part of
the Building anything which in the Landlord's opinion:-
(a) is a nuisance to others;
(b) is dangerous; or
(c) might prejudice the Landlord's insurance cover or
increase the premium
and in particular, but without prejudice to the generality of
the foregoing or of the exception referred to, not to use on
the Land any chemicals which either individually or in
combination are noxious or explosive.
ENTRY
(v)(a) to permit the Landlord and its agents to enter at all
reasonable times on reasonable notice except in an emergency
(when no notice is required) to:-
(1) ascertain whether or not the covenants and conditions of
this Lease have been observed and performed and to view
the state of repair and condition of the Land;
(2) carry out repairs;
(3) do any work which the Tenant should have done under this
Lease;
(4) comply with its other obligations under this Lease;
(5) give to the Tenant or leave on the Land a notice
specifying the works required to remedy any breach of
the Tenant's obligations in this Lease.
(b) to carry out the work specified in any such notice to repair
as soon as possible.
(c) if within one month of service of a notice to repair the
Tenant has not started to execute the work referred to in that
notice or is not proceeding diligently with it or if the
Tenant fails to finish the work within two months, to permit
the Landlord to enter the premises to execute the outstanding
works and pay to the Landlord the cost of so doing and all
expenses incurred by the Landlord including legal costs and
surveyors fees within seven days of demand.
30
ASSIGNMENT & SUB-LETTING
(vi)(a) not to assign, sublet or charge part only of the Land.
(b) save in respect of the floating Charge under the Tenant's
existing Debenture granted to the Royal Bank of Canada or any
Debenture replacing it, not to assign, sub-let or charge the
whole of the Land without the consent of the Landlord whose
consent may not be unreasonably withheld except that the
Tenant may without that consent and subject to it remaining
fully liable to the Landlord in all respects assign this Lease
to
o any wholly owned subsidiary company or any company which
owns all of the Tenant's shares, or
o any successor to the Tenant by consolidation, merger or
other corporate action;
in every case, each assignee of the Tenant assuming and being
taken to have assumed this Lease and being liable in addition
to the Tenant, from the date of the assignment, to comply with
all the Tenant's obligations in it but:-
(1) if any of the following circumstances apply either at
the date when application for consent to assign is made
to the Landlord or after that date but before the
Landlord's consent is given the Landlord may withhold
its consent and if, after the Landlord's consent has
been given but before the assignment has taken place,
any such circumstances apply the Landlord may revoke his
consent. The circumstances are:-
(i) That any sum due from the Tenant under this Lease
remains unpaid.
(ii) That in the Landlord's reasonable opinion the
assignee is not a person who is likely to be able
to comply with the Tenant's covenants of this
Lease and to continue to be able to comply with
them following the assignment.
(iii) That the assignee or any guarantor for the
assignee is a corporation registered or otherwise
resident in a jurisdiction in which the order of a
court obtained in the Cayman Islands will not
necessarily be enforced against the assignee or
guarantor without any consideration of the merits
of the case.
(2) The Landlord may impose any or all of the following
conditions on giving any consent for an assignment by
the Tenant and any such consent is to be treated as
being subject to each of the following:-
(i) A condition if reasonably so required by the
Landlord on an assignment to a limited company
that the assignee must ensure that at least two
directors of the company or some other guarantor
or guarantors acceptable to the Landlord enter
into direct covenants with the Landlord in such
form as the Landlord shall specify.
(ii) A condition that if at any time before the
assignment the circumstances specified in clause
(c) above or any one of them apply the Landlord
may revoke the consent by written notice to the
Tenant.
31
(c) not to grant a permitted sublease with a fine or premium and
to grant it on similar terms to this Lease containing
provisions:-
(1) Prohibiting the sub-tenant from doing or allowing
anything in relation to the Land inconsistent with or in
breach of the provisions of this Lease.
(2) For re-entry by the sub-landlord on breach of any
covenant by the sub-tenant imposing an absolute
prohibition against all dealings with the premises other
than an assignment.
(3) Requiring the assignee on any assignment of the sublease
to enter into direct covenants with the Landlord in such
form as the Landlord shall require.
(4) Prohibiting the sub-tenant from holding on trust for
another or permitting another to share or occupy the
whole or any part of the Land.
(5) Imposing in relation to any permitted assignment the
same obligations for registration with the Landlord as
are contained in this Lease in relation to dispositions
by the Tenant.
(d) before any permitted subletting, to ensure that the sub-tenant
enters into a direct covenant with the Landlord that during
the period of the sublease the sub-tenant will observe and
perform the Tenant's covenants contained in this Lease.
NOTICE OF ASSIGNMENT & SUB-LETTING
(vii) save in respect of the floating Charge under the Tenant's
existing Debenture granted to the Royal Bank of Canada or any
Debenture replacing it, to give notice to the Landlord within
one month after any transaction under Clause 3(vi) or any
charge over this Lease, supplying a copy of the instrument.
TELEPHONE AND ELECTRICITY AND OTHER SERVICES
(viii) to pay to the suppliers or reimburse the Landlord for its due
proportion of (as the case may be) all charges for the
installation of telephones (if required) and all bills for
their use and pay to the suppliers or reimburse the Landlord
for its due proportion of (as the case may be) all charges for
the use of electricity and all other services on the Land.
COMPLY WITH LAWS
(ix) to comply as if it were the freeholder with the legitimate
requirements of any authority relating to the Land; and to
give the Landlord promptly a copy of any permission, notice or
order relating to the Land which any authority serves on or
issues to the Tenant; and, if the Landlord requires, to make
either alone or jointly with the Landlord objections or
representations against the notice or order as the Landlord
directs.
LICENCES
(x) to obtain and whenever necessary renew all licences and make
all returns which are necessary to enable it to operate its
business and to pay all licence and other annual fees when
they fall due.
32
INSURANCE
(xi) to pay for all insurance effected by the Tenant, and not to
insure the RO Area against any risk which the Landlord insures
against; and to insure against public liability in respect of
injury or damage to persons when on the Land in an amount of
not less than One Million United States Dollars
(US$1,000,000.00) per accident.
GIVE UP POSSESSION
(xii) subject to Clause 5(ii)(b), to leave the Land when this Lease
ends clean and secure in every respect and in repair in
accordance with the Tenant's obligations in this Lease.
INDEMNITY
(xiii) to keep the Landlord, Hyatt Corporation and Hyatt Britannia
Corporation, Ltd., as agent of Cayman Hotel & Golf Club
Partnership, an Ontario Limited Partnership, d/b/a Hyatt
Regency Grand Cayman, fully indemnified against all losses
arising directly or indirectly out of any act, omission or
negligence of the Tenant or any persons at the Land or the
Common Areas expressly or impliedly with his authority or out
of any breach or non-observance by the Tenant of the
covenants, conditions or other provisions of this Lease or any
other matters to which this Lease is subject.
INTEREST ON ARREARS
(xiv) to pay interest at the rate of 3% above the prime lending rate
of Barclays Bank Plc from time to time on any sums due under
this Lease that are not paid when due whether formally
demanded or not. Nothing in this clause entitles the Tenant to
withhold or delay any payment of sum due under this Lease or
affects the rights of the Landlord in relation to any
non-payment.
ENVIRONMENTAL PROTECTION
(xv)(a) not to cause or permit any noxious or offensive emissions from
any apparatus on the Land.
(b) not to permit any oil or grease or any deleterious
objectionable, noxious, dangerous, poisonous or explosive
matter or substance to be discharged into any of the Conduits
and take all measures to ensure that any effluent discharged
into the Conduits does not harm the environment or corrode or
otherwise harm the Conduits or cause any obstruction or
deposit in them.
(c) to take all practical precautions to ensure that no noxious
substances are spilled or deposited on the Land and that
contamination does not occur.
(d) within 14 days of the spilling or deposit on the Land of any
noxious substance in a quantity that may cause serious damage
to or pollution of the environment or serious damage to
property or serious harm to human health, to inform the
Landlord of this and permit him to enter and inspect the Land.
33
(e) to indemnify the Landlord and keep him indemnified against any
losses in respect of damage to or pollution of the environment
or damage to property or harm to human health caused by the
Tenant's operations on the Land whether in liquid or solid
form or in the form of gas or vapour.
For the purposes of this sub-clause, the expression "Conduits" does
not include conduits which are part of the Plant.
ROOF AND FLOOR LOADING
(xvi) not to bring into the RO Area any machinery or other articles
that will or may strain or damage the Building or any part of
it.
4. LANDLORD'S AGREEMENTS
The Landlord agrees with the Tenant:-
QUIET ENJOYMENT
(i) that if the Tenant complies with all its agreements and
obligations it will, subject to the terms of this Lease and
subject to the rights reserved to the Landlord under this
Lease, occupy the Land during this Lease free from disturbance
and without any interruption by the Landlord or any person
rightfully claiming under or in trust for it.
INSURANCE
(ii) to insure the Building with a reputable insurance company.
REPAIR
(iii) to put and keep the Building in good repair (except in respect
of repairs for which the Tenant is responsible).
INDEMNITY
(iv) to keep the Tenant, its servants, agents and visitors fully
indemnified against all losses arising directly or indirectly
out of any act, omission or negligence of the Landlord or any
persons at the Land or the Common Areas expressly or impliedly
with his authority or out of any breach or non-observance by
the Landlord of the covenants, conditions or other provisions
of this Lease or any other matters to which this Lease is
subject.
ENVIRONMENTAL PROTECTION
(v)(a) not to cause or permit any noxious or offensive emissions from
any apparatus in the Landlord's Building.
(b) not to permit any oil or grease or any deleterious
objectionable, noxious, dangerous, poisonous or explosive
matter or substance to be discharged into any of the Conduits
34
and take all measures to ensure that any effluent discharged
into the Conduits does not harm the environment or corrode or
otherwise harm the Plant or cause any obstruction or deposit
in any of the Conduits forming part of it.
(c) to take all practical precautions to ensure that no noxious
substances are spilled or deposited on the Land and that
contamination does not occur.
(d) within 14 days of the spilling or deposit on the Land of any
noxious substance in a quantity that may cause serious damage
to or pollution of the environment or serious damage to
property or serious harm to human health, to inform the Tenant
of this.
(e) to indemnify the Tenant and keep it indemnified against any
losses in respect of damage to or pollution of the environment
or damage to property or harm to human health caused by the
Landlord's operations in the Landlord's Building or the
Adjoining Land whether in liquid or solid form or in the form
of gas or vapour.
5. IT IS AGREED:-
LANDLORD'S RIGHTS
(i) The rights set out below are excepted and reserved from the Lease in
favour of the Landlord and all others now entitled or who may become
entitled:-
(a) The free and uninterrupted passage and running of all
appropriate services and supplies from and to other parts of
the Adjoining Property and the Landlord's Building in and
through any Conduits other than those forming part of the
Plant.
(b)(i) The right to construct and maintain at any time during
the Term any pipes, sewers, drains, mains, ducts,
conduits, gutters, watercourses, wires, cables,
channels, flues and all other conducting media including
any fixings and ancillary apparatus for the benefit of
any part of the Adjoining Property and the Landlord's
Building making good any damage caused by the exercise
of the right.
(ii) The right to relocate any existing pipes, sewers,
drains, mains, ducts, gutters, watercourses, channels,
flues and other conducting media other than those
forming part of the Plant in any manner whatsoever.
(c) The right for the Landlord and all persons expressly or by
implication authorised by it to pass and repass to and from
the Adjoining Property at all times for all purposes connected
with the use and enjoyment of the Landlord's Building.
(d) The right to enter or in emergency to break into and enter the
Land at any time during the Term at reasonable times and on
reasonable notice except in emergency:-
(i) To inspect, clean, connect with, repair, remove, replace
with others, alter or execute any works whatever to or
in connection with the conduits, easements or services
referred to in this Clause 5.
(ii) To carry out work or do anything whatsoever that the
Landlord is obliged to do under this Lease.
35
(iii) To exercise any of the rights granted to the Landlord by
this Lease.
(e) The right to erect scaffolding for the purposes of inspecting,
repairing or cleaning the Building.
(f) The rights of light, air, support, shelter, protection and all
other easements and rights at the date of this Lease belonging
to or enjoyed by other parts of the Building or any other
buildings and any Adjoining Property.
(g) For the right and liberty at any time after the date of this
Lease, to alter, raise the height of or rebuild any building
on any Adjoining Property.
(h) The right for the Landlord and the lessees and occupiers for
the time being of the Landlord's Building at all times with or
without motor vehicles to pass and repass along and over the
Right of Way to and from the Adjoining Property during the
Term but the Landlord will keep the Tenant indemnified from
and against any act, loss, damage or liability suffered by the
Tenant in the exercise of the rights in this sub-clause (h).
TENANT'S RIGHTS
(ii)(a) the Tenant and its servants, agents and visitors have the
right to share the use of:-
o a right of access 12 feet wide with or without vehicles
and equipment to well pump #1 shown on the Plan and
including an area 10 feet in radius from the centre of
the well head;
o the Common Areas to get to and from the Land with or
without motor vehicles;
o the conduits in the Building which serve the RO Area;
(b) on or at any time before termination of this Lease for any
reason (including under Clause 5(iv)), the Tenant may detach
all items affixed to the Land and used for the purposes of its
business and remove them without interference by the Landlord.
In the case of termination by expiry of the Term, the Tenant
must complete the detachment and removal by the end of the
Term, but in case of termination for any other reason
(including under Clause 5(iv)), the Tenant will have an
additional thirty (30) days after termination during which it
will be entitled to enter on the Land with or without vehicles
and workmen to detach and remove those items. In either case,
the Tenant must do as little damage to the Property as
possible during such detachment and removal but otherwise has
no obligation to repair or restore the Land or any building on
it after completion of the detachment and removal.
TERMINATION ON DAMAGE
(iii)(a) If and whenever the Building or any part of it is damaged or
destroyed and payment of the insurance money is not wholly or
partly refused because of any act or default of the Tenant or
anyone at the Building or on the Land expressly or by
implication with his authority the Landlord must use his
reasonable endeavours to obtain all
36
planning permissions or other permits and consents
("permissions") that are required under the planning laws or
otherwise to enable him to rebuild and reinstate the Building.
(b) Subject to the provisions of clause (c) and, if any
permissions are required, after they have been obtained the
Landlord must as soon as reasonably practicable apply all
money received in respect of the insurance in rebuilding or
reinstating the Building.
(c) The Landlord need not rebuild or reinstate the Building if and
for so long as rebuilding or reinstatement is prevented
because:-
(i) the Landlord despite using his reasonable endeavours
cannot obtain any necessary permission.
(ii) any permission is granted subject to a condition with
which it is unreasonable to expect the Landlord to
comply.
(iii) there is some defect or deficiency on the site on which
the rebuilding or reinstatement is to take place that
means it can only be undertaken at a cost that is
unreasonable in all the circumstances.
(iv) it is unable to obtain access to the Land to rebuild or
reinstate.
(v) of any other circumstances beyond the Landlord's
control.
(d) If at the end of the period of one year commencing on the date
of damage or destruction the Building is still not fit for the
Tenant's occupation and use either the Landlord or the Tenant
may by notice served at any time within three months of the
end of that period terminate this Lease and upon service of
such notice the Term is to cease absolutely but without
prejudice to any rights or arrears that may have accrued to
either party for breach of the terms of this Lease including
this Clause 5(iii) and all money received in respect of the
insurance effected by the Landlord is to belong to the
Landlord absolutely.
TERMINATION
(iv) If and whenever during the Term:-
(a) the Tenant breaches any of the covenants or conditions of this
Lease and any such breach is not remedied within thirty (30)
days of receipt of notice of any such breach from the
Landlord;
(b) the Tenant being an individual becomes bankrupt or being a
company enters into liquidation either compulsorily or
voluntarily (except for the purpose of reconstruction or
amalgamation);
(c) the Tenant enters into any arrangement or composition for the
benefit of its creditors;
(d) any distress or execution is levied on the Tenant's goods and
is not remedied within thirty (30) days of the date of the
levying of any such distress or execution;
37
(e) the Tenant is unable to pay its debts within the meaning of
The Companies Law (2001 Second Revision) or any amendment,
alteration or re-enactment of it; or
(f) the Water Supply Agreement is lawfully terminated by the
Landlord
then the Landlord may at any time, and despite the waiver of any
previous right of entry, enter the Land or any part of it in the
name of the whole so ending this Lease, but without prejudice to any
rights or remedies which may have accrued to the Landlord under it.
INSPECTION OF POLICIES
(v) the Landlord and the Tenant each has the right to inspect the
insurance policies issued to the other pursuant to this Lease.
MAKE GOOD DAMAGES
(vi) the Landlord must make good any damage done when exercising its
rights, except to the extent that the damage results from the
Tenant's negligence or breach of obligation; but the Landlord will
not be liable for any inconvenience or consequential loss resulting
from the exercise of its rights.
ACCIDENT & INJURY
(vii) the Landlord will not be responsible to the Tenant for any accident
or injury to any individual or for damage to or loss of any goods or
other property sustained on the Land unless the accident or injury
results from the negligence of the Landlord or its agents.
NEGLECT & FORBEARANCE
(viii) no neglect, forbearance or omission by the Landlord to take
advantage of or enforce any right or privilege arising out of any
breach by the Tenant (whether original or recurring) of any
obligation (express or implied) will operate as or be deemed to be a
general waiver of the its entitlement to take advantage of or
enforce that right or privilege.
TENANT'S FAILURE TO INSURE
(ix) if the Tenant at any time does not insure in accordance with its
obligations under this Lease, the Landlord may do so and the Tenant
must pay on demand any money which the Landlord spends for that
purpose.
REGISTERED LAND LAW
(x) the terms of this Lease, where inconsistent with the provisions of
The Registered Land Law, will where permitted by law prevail; and
the covenants implied by sections 52 and 53 of the Registered Land
Law are excluded.
38
RIGHT TO SELL
(xi) if after the Tenant has vacated the Land at the end of this Lease
any of the Tenant's property remains in the RO Area and the Tenant
does not remove it within the thirty (30) days referred to in Clause
5(ii)(c), the Landlord may as the Tenant's agent sell that property
and after deducting from the proceeds of sale the costs and expenses
of removal storage and sale, the Landlord will hold the balance to
the Tenant's order; and the Tenant must indemnify the Landlord
against any liability which it incurs to any third party whose
property the Landlord sells in good faith and in the mistaken belief
(which will be assumed unless the contrary is proved) that the
property belonged to the Tenant.
NO REPRESENTATIONS
(xii) this Lease contains the entire agreement between the parties; each
party acknowledges that it has not entered into this Lease in
reliance wholly or partly on any statement or representation made by
or on behalf of the other unless it is expressly set out in this
Lease.
EXCEPTIONS
(xiii) despite anything to the contrary in this Lease, the Tenant has no
responsibility to repair or maintain or in any way to take care of
the Landlord's Building or the Common Areas.
NOTICES
(xiv) a notice or other document will be deemed to be duly served by a
party either delivering or sending it by prepaid registered mail
addressed to the other party at the address stated at the beginning
of this Lease or to its registered office or last-known address. The
notice or other document will be deemed to be received by the other
party on delivery or seventy-two (72) hours after posting, as the
case may be.
GOVERNING LAW
(xv) this Lease is governed by and must be construed in accordance with
the laws of the Cayman Islands and the parties agree to submit to
the jurisdiction of the courts of the Cayman Islands.
39
THE SCHEDULE
THE PLANT
1 SEAWATER REVERSE OSMOSIS PLANT SKID #4 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: No Name Plate
Model #: NA
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165M
Serial #: 12834
MOTOR
Brand Name: TOSHIBA (HOUSTON)
Model #: B-1254FLA4UD
Serial #: AB54699-1
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: PT8650 E1 (or) NP4840/A
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 23 Housings and element-single
element per housing
Membranes Dupont
DRAW BACK TANK
WATER METER
CONTROL PANEL
2 SEAWATER REVERSE OSMOSIS PLANT SKID #5 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: EXCEL
Model #: 30EFCS3-3C150
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165M
Serial #: NA
MOTOR
Brand Name: SIEMENS
Order #: 2-312-LR91633-2
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: PT8650 E1 (or) NP4840/A
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 12 twin housings-PERMASEP
Membranes Dupont
DRAW BACK TANK
WATER METER
CONTROL PANEL
40
3 SEAWATER REVERSE OSMOSIS PLANT SKID #6 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: OSMONICS
Model #: HX1620-3 OT-PVC-D
Serial #: 96-A49103-1
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165AM /29613-B
Serial #: 22747
MOTOR
Brand Name: SIEMENS
Order #: 2-5106-LR90303-1
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: RO-4034 1390 15
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 20 B-10 PERMASEP Housings-one
membrane per housing
Membranes DUPONT
DRAW BACK TANK
WATER METER
CONTROL PANEL
4 SEAWATER REVERSE OSMOSIS PLANT SKID #7 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: EXCEL
Model #: 30EFCS3-3C150
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165AM /29613-B
Serial #: 23852
MOTOR
Brand Name: TICO AMERICA
Model #: NA
Serial #: NA
41
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: RO-290-40
Serial #: 021-97-A2316
MEMBRANE ELEMENT HOUSINGS
Description: 1) 4 Triples (3 membranes per
housing), no name brand on
housings
2) 2 Doubles(2 membranes per
housing), PERMASEP
Membranes DUPONT
DRAW BACK TANK
WATER METER
CONTROL PANEL
5 POTABLE WATER OZONATION SYSTEM COMPRISED OF:
AIR COMPRESSOR PACKAGE
Brand Name: INGERSOLL RAND
Model #: SS-EP15
Serial #: LX0230U98043
AIR COMPRESSOR MOTOR
Brand Name: US ELECTRIC MOTOR DIVISION OF
EMERSON ELECT CO.
Model #: T589A
ID #: B01A339RO65F
MOISTURE SEPARATOR
Brand Name: THERMAL TRANSFER PRODUCTS
Model #: S-100-AD
ID #: S-6019
REFRIGERATED DRYER
Brand Name: INGERSOLL RAND
Model #: DXR50
Serial #: 97LDXR5563
OXYGEN CONCENTRATOR
Brand Name: AIRSEP-NATL BD 72602K-
CERTIFIED BY BRUNNER ENG
& MFG INC.
Model #: AS-160/250/450
Serial #: NA
42
OXYGEN RECEIVER
Brand Name: NATL.BD NO.182314-CERTIFIED
BY STEEL FAB ABINGDON VA.
PART #: CRN C7228.1C
Serial #: NA
OZONE GENERATOR
Brand Name: OSMONICS
Model #: HC-5
Serial #: NA
OZONE INJECTOR MOTOR
Brand Name: BALDOR
Cat#: JWMDM3616T
Serial #: NA
CENTRIFUGAL PUMP(OZONE INJECTOR)
Brand Name: WAUKESHA CHERRY BURRELL
Model #: U2065
Serial #: 2200989
DISSOLVED OZONE MONITOR
Brand Name: OREC/OSMONICS
Model #: NA
Serial #: NA
AC DRIVE
Brand Name: MEGNETEK
Model #: GPD 506 N12-506V-B014
Serial #: 34469
6 HIGH SERVICE WATER DISTRIBUTION PUMP SYSTEM COMPRISED OF:
DWPO4
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587B
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Cat #: JMM2514T
Spec #: 39K35W525
43
DWPO5
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587A
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Cat #: JMM2514T
Spec #: 39K35W528
DWPO7
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587C
THREE PHASE INDUCTION MOTOR
Brand Name: US ELECTRICAL MOTORS
Model #: E685A
Serial #: BO1A287RR087F
7 DOMESTIC WATER TRANSFER PUMP SYSTEM COMPRISED OF:
CWP01
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: 820A
Serial #: TI57490
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
CWP02
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C825AM
Serial #: 171953
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
44
8 TRANSFER PUMP TO OZONATION SYSTEM COMPRISED OF:
CENTRIFUGAL PUMP
Brand Name: AMPCO
Model #: 3 x 2 1/2 ZC2
Serial #: CC16867-1-1
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: NA
Spec #: 07H167W06
9 IRRIGATION TRANSFER PUMP SYSTEM COMPRISED OF:
IRP01
CENTRIFUGAL PUMP
Brand Name: PAC_SEAL
Model #: 4P940
Motor Reference #: G40444/F96Z120R169F
THREE PHASE INDUCTION MOTOR
Brand Name: DAYTON
Model #: 9N114
Motor Reference #: G40444/F96Z120R169F
CWP02
TRANSFER PUMP TO TANK
Brand Name: PEERLESS PUMP COMPANY
Model #: C825AM
Serial #: 171953
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
10 POTABLE WATER DEGASSIFIER COMPRISED OF:
Brand Name: DELEOCH
Model #: NA
Serial #: NA
BLOWER MOTOR #1
SINGLE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: VL313
Serial #: NA
45
BLOWER MOTOR #2
THREE PHASE INDUCTION MOTOR
Brand Name: GE MOTORS & INDUSTRIAL SYSTEMS
Model #: 5K49ZN2189
Serial #: NMLI42677
11 SEAWATER WELLS AND SUBMERSIBLE PUMPS COMPRISED OF:
WP #2
FEEDWATER WELL, CASING AND WELL
HEAD APPURTENANCES SUBMERSIBLE PUMP
Brand Name: JACUZZI
Model #: S6175-2
Serial #: 92611702
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: 99g19-14-0014
WP #4
FEEDWATER WELL, CASING AND WELL
HEAD APPURTENANCES SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: 14B70002
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
WP #5
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: NA
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
46
WP #6
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: 14B70002
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
12 EMERGENCY DIESEL POWERED GENERATOR COMPRISED OF:
EMERGENCY GENERATOR ENGINE
Brand Name: KOMATSU LTD
Model #: 6491
Serial #: 14448
EMERGENCY GENERATOR
Brand Name: ONAN 60
Model #: 60 ODVB-15R/30083B
Serial #: B850750776
FUEL INJECTION PUMP
Brand Name: DIESEL KIKI
ASSY #: 6207-71-1410
Serial #: 450K327320
MAGNETIC DRIVER
Brand Name: NIKKO ELECT IND CO LTD
Model #: 600-815-5560
Serial #: 0-47100-3720
13 BOLTED STEEL 816,000 US GALLON POTABLE WATER TANK
Brand Name: Florida Aquastore, Inc.
Model #: NA
Serial #: NA
14 ALL INTERCONNECTING PIPING, CONDUITS AND APPURTENANCES, ABOVE THE GROUND
WHICH CONNECT ITEMS 1 THROUGH 13 TO EACH OTHER, AND TO THE WATER PIPE, AND
WHICH DIRECTLY FACILITATE THE OPERATION AND MAINTENANCE OF ITEMS 1 THROUGH
13.
15 ALL ELECTRICAL EQUIPMENT AND COMPONENTS WHICH CONNECT ITEMS 1 THROUGH 13
TO EACH OTHER AND TO THE MAIN ELECTRICAL SERVICE IN THE RO BUILDING.
16 ALL CONTROLS AND INSTRUMENTATION ATTACHED TO ITEMS 1 THROUGH 13.
17 ALL TOOLS SPECIFIC TO THE MAINTENANCE OR OPERATION OF THE PLANT.
18 ALL LABORATORY AND TESTING EQUIPMENT USED TO MONITOR WATER PRODUCED BY THE
PLANT.
47
19 ALL DRAWINGS, SCHEDULES, OPERATION AND MAINTENANCE MANUALS FOR ITEMS 1
THROUGH 18.
20 ALL OFFICE EQUIPMENT CURRENTLY LOCATED WITHIN THE RO BUILDING AND USED BY
THE STAFF OF THE PLANT.
21 ALL SPARE PARTS FOR ITEMS 1 THROUGH 18, STORED MATERIALS SUCH AS CHEMICALS
AND LUBRICANTS HELD IN STOCK AT THE TIME OF CLOSING.
THE COMMON SEAL of CAYMAN ) CAYMAN HOTEL & GOLF INC.
HOTEL & GOLF INC. was hereunto )
affixed by )
Director and by )
Director/Secretary )
by authority of the Board )
of Directors in ) Per:___________________________
the presence of:- ) Director
)
)
____________________________ ) Per:___________________________
Notary Public Director/Secretary
THE COMMON SEAL of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD. )
was hereunto affixed by )
Director, and by ) Per:___________________________
Director/Secretary ) Director
by authority of the Board of )
Directors in )
the presence of:- )
)
_____________________________ ) Per:___________________________
Notary Public Director/Secretary
48
THE FIFTH SCHEDULE
BRITANNIA RESORT STRATA CORPORATIONS
AN AGREEMENT made the _____ day of _______________, 200__,
BETWEEN: CONSOLIDATED WATER CO. LTD., a Cayman company ("CWC")
AND: ________________________________________,
("the Consumer")
THE PARTIES AGREE that:-
1. CWC will during the subsistence of its licence so to do from the
Government of the Cayman Islands or an extension or renewal of it ("the
Licence") supply potable water by pipe to the Consumer's property
described in the First Schedule ("the Property") on the terms and
conditions specified in this Agreement and in the Second Schedule.
2. For the purpose of this Agreement, the Consumer is deemed to be the owner
or his agent of the Property. The Consumer must settle bills of account
for the supply of water within the prescribed periods.
CWC must bill the Consumer monthly for water supplied. The Consumer must
pay invoices in full on the later of:-
a. ten (10) days after the invoice date, or
b. the 21st day of the month following the month in respect of which
the invoice relates.
The Consumer must pay interest on overdue amounts at the rate of 1 1/2%
per month calculated from the due date to the date of payment, with
monthly rests.
If the Consumer fails to pay any invoice in full within the greater of ten
(10) days and such other period as may be required by the Licence, CWC may
disconnect the Property from its water supply. On payment in full of the
invoice and any interest due together with the reconnection fee set out in
the Second Schedule, CWC will at the Consumer's request reconnect the
water supply to the Property.
3. CWC must supply at least one main meter to the Property in accordance with
Clause 7. The Consumer may supply and install individual meters within the
Property. CWC will bill the Consumer based on the readings of the main
meter or meters and it will be the Consumer's responsibility to deal with
any tenants. The Consumer's attention is drawn to the provisions of the
Water (Production and Supply) Law set out in the Second Schedule.
49
4. CWC need not supply water if there is any deficiency in CWC's source of
supply of water due to any contingency affecting its machinery and works
or due to any accidental or other interruption of its water supply.
5. CWC will have such rights of access to the Property as are necessary for
constructing, maintaining and operating its water supply BUT it must
repair any damage done by its servants or agents in the exercise of those
rights of access.
6. The Consumer must pay CWC, at its offices at Trafalgar Place, West Bay
Road, P.O. Box 1114 GT, Grand Cayman, or any other place provided by CWC
for the purpose from time to time, for water supplied at the rates
specified in the Second Schedule and in this Agreement adjusted annually
as provided in this Agreement. The Consumer is also subject to the minimum
monthly charges specified in the Second Schedule and must pay minimum
charges even if it makes no use at all of CWC's water supply or if it uses
less than the specified minimum quantity per month. For the purposes of
this Agreement and until individual meters for each property are
installed, the water supplied to the Consumer is deemed to be the amount
of water shown by the meter to the Property less the amount of water shown
by the meter to the adjoining property to the East (if any) within the
Britannia Resort.
7. CWC must furnish, fix and maintain in good repair a meter or meters for
determining the quantity of water used by the Consumer. The Consumer must
pay the rental specified in the Second Schedule for the use of the meter
or meters, which will remain the property of CWC. If any meter is damaged
by the Consumer, its servants, agents or invitees, CWC will repair or
replace the meter but at the Consumer's expense. The Consumer is liable
for the cost of all water computed in accordance with Clause 6 unless the
meter to the Property or those to the adjoining property immediately to
the East (if any) within the Britannia Resort are found to be defective
after a complaint by the Consumer to CWC. CWC will charge the Consumer for
water used based on the average water consumption of the previous twelve
(12) months when the defective meter was working, pro rata for the period
when the meter was not recording correctly or not recording at all.
8. (1) CWC must lay the necessary water lines to the boundary of the
Property at a location to be determined by CWC. The Consumer must
pay the cost of connecting the Property to CWC's line. The
connections must be made by or under the supervision of an employee
of CWC.
(2) To the extent necessary to enable CWC to provide water to properties
to the East of the Property, the Consumer grants the right in
perpetuity to CWC to use such of the pipes, valves, meters and other
attached equipment and ancillary pipework on or under the Property
as are necessary for this purpose ("the Pipework") and to enter on
the Property at any time with or without vehicles and equipment for
the purpose of maintaining, repairing and, if necessary, replacing
any part of the Pipework.
(3) The Consumer must not interfere with the Pipework, CWC water mains,
control valves or meters and must not connect any water pump or
other apparatus direct to the Pipework or any water line provided by
CWC at any time.
9. All pipes for water supply on the Property must be fitted at the meter
with screw-down shut-off valves or equivalent at the Consumer's expense.
50
10. CWC will deliver water to the Property at the pressure, from time to time,
in its water system. The Consumer must bear the cost of constructing and
operating storage and pressure boosting facilities on the Property, if
required.
11. The quality of water that CWC supplies must be within its present
standards required by the Licence which are a maximum of 500 mg/L total
dissolved solids. If at any time Government requires CWC to supply water
of a higher quality, then CWC will make an appropriate price adjustment to
the cost of water supplied, which it will agree with Government before
supplying higher quality water.
12. On January 1st in each year, CWC will adjust the water charges by the
formula based on the change in the previous year of the Cayman Islands
Government Consumer Price Index and the United States Producer Price Index
for Industrial Commodities as at each September 30th, as set out in the
Licence. CWC may from time to time without notice to the Consumer increase
its charges to the extent permitted by the Licence.
13. The water supply service must be used only by the Consumer or his tenants
or guests and must not be re-sold or otherwise supplied to third parties,
either within or outside the boundaries of the Property.
14. Notwithstanding that CWC has connected any water supply to a hydrant or
sprinkler system on the Property, it is expressly agreed that CWC will be
under no obligation to provide water for fire fighting purposes, at any
time whatever or under any circumstances, and will only supply water for
those purposes if it is able to do so, and will not be liable for any
damage to the Property whatever caused by fire or any related cause.
15. The Consumer may terminate this Agreement at any time by written notice to
CWC which will be effective only when all money owed to CWC in respect of
CWC's supply of water to the Property has been paid in full. In
particular, the Consumer remains responsible under this Agreement unless
and until he terminates it even after disposal of the Property.
16. CWC may amend the terms of this Agreement at any time on written notice to
the Consumer posted to him at his address on CWC's records, but only if
and to the extent that the new terms do not conflict with the requirements
of the Licence.
FIRST SCHEDULE
THE PROPERTY
51
SECOND SCHEDULE
SEVEN MILE BEACH SERVICE
Minimum water pressure 30 lbs. per square inch.
WATER TARIFF BASE RATES
Rates apply to amounts for the billing period and are exclusive of the Energy
Adjustment Factor provided for by the Licence.
(1) Residential consumers using less than 3,000
U.S. gallons per month CI$17.45 per 1,000 U.S. gallons
(2) Residential consumers using more than 3,000
U.S. gallons per month CI$18.76 per 1,000 U.S. gallons
(3) Commercial/Industrial consumers CI$18.76 per 1,000 U.S. gallons
(4) Public Authority CI$17.45 per 1,000 U.S. gallons
Minimum Monthly Charge is for 1,000 U.S. gallons.
METER CHARGES
SIZE MONTHLY RENTAL CONNECTION FEE RECONNECTION FEE**
---- -------------- -------------- ----------------
20 mm (3/4") CI$ 3.50 CI$ 80.00 CI$ 50.00
25 mm (1") CI$ 5.00 CI$120.00 CI$ 75.00
38 mm (1 1/2") CI$ 7.50 CI$175.00 CI$110.00
50 mm (2") CI$10.00 CI$240.00 CI$150.00
75 mm (3") CI$15.00 CI$360.00 CI$225.00
100 mm (4") CI$25.00 CI$560.00 CI$300.00
150 mm (6") CI$40.00 CI$800.00 CI$350.00
** This charge relates to work completed by CWC employees outside the boundaries
of the Property. Any work carried out by CWC employees within the boundaries at
the Consumer's request will be charged to the Consumer at cost plus thirty
percent (30%). Such work will be undertaken entirely at CWC's discretion and
must be previously requested in writing.
PLEASE NOTE:-
===========
Under The Water (Production and Supply) Law, 1979 (Law 15 of 1979), it is
illegal except in certain specified limited circumstances for anyone other than
CWC to supply water for reward within the area licensed to CWC. Further, whoever
unlawfully interferes with CWC's water system or obstructs the execution of any
works by an employee of CWC in his duties as such is guilty of an offence, and
may be liable to be fined or imprisoned in accordance with provisions of the
Law.
SIGNED by THE CONSUMER in )
the presence of:- )
)
) --------------------------------
)
- ------------------------------ )
Witness
SIGNED on behalf of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER )
CO. LTD. in the presence of:- )
)
) Per:
- ------------------------------ ) -------------------------
Witness
THE SIXTH SCHEDULE
BRITANNIA RESORT COMMON AREAS
AN AGREEMENT made the _____ day of _______________, 200__,
BETWEEN: CONSOLIDATED WATER CO. LTD., a Cayman company ("CWC")
AND: BRITANNIA ESTATES HOME OWNERS ASSOCIATION LTD.,
a Cayman Company ("the Consumer")
THE PARTIES AGREE that:-
1. CWC will during the subsistence of its licence so to do from the
Government of the Cayman Islands or an extension or renewal of it ("the
Licence") supply potable water by pipe to the Consumer's property
described in the First Schedule ("the Property") on the terms and
conditions specified in this Agreement and in the Second Schedule.
2. For the purpose of this Agreement, the Consumer is deemed to be the owner
or his agent of the Property. The Consumer must settle bills of account
for the supply of water within the prescribed periods.
CWC must bill the Consumer monthly for water supplied. The Consumer must
pay invoices in full on the later of:-
a. ten (10) days after the invoice date, or
b. the 21st day of the month following the month in respect of
which the invoice relates.
The Consumer must pay interest on overdue amounts at the rate of 1
1/2% per month calculated from the due date to the date of payment,
with monthly rests.
If the Consumer fails to pay any invoice in full within the greater
of ten (10) days and such other period as may be required by the
Licence, CWC may disconnect the Property from its water supply. On
payment in full of the invoice and any interest due together with
the reconnection fee set out in the Second Schedule, CWC will at the
Consumer's request reconnect the water supply to the Property.
3. CWC must supply at least one main meter to the Property in accordance with
Clause 7. The Consumer may supply and install individual meters within the
Property. CWC will bill the Consumer based on the readings of the main
meter or meters and it will be the Consumer's responsibility to deal with
any tenants. The Consumer's attention is drawn to the provisions of the
Water (Production and Supply) Law set out in the Second Schedule.
4. CWC need not supply water if there is any deficiency in CWC's source of
supply of water due to any contingency affecting its machinery and works
or due to any accidental or other interruption of its water supply.
5. CWC will have such rights of access to the Property as are necessary for
constructing, maintaining and operating its water supply BUT it must
repair any damage done by its servants or agents in the exercise of those
rights of access.
6. The Consumer must pay CWC, at its offices at Trafalgar Place, West Bay
Road, P.O. Box 1114 GT, Grand Cayman, or any other place provided by CWC
for the purpose from time to time, for water supplied at the rates
specified in the Second Schedule and in this Agreement adjusted annually
as provided in this Agreement. The Consumer is also subject to the minimum
monthly charges specified in the Second Schedule and must pay minimum
charges even if it makes no use at all of CWC's water supply or if it uses
less than the specified minimum quantity per month.
7. CWC must furnish, fix and maintain in good repair a meter or meters for
determining the quantity of water used by the Consumer. The Consumer must
pay the rental specified in the Second Schedule for the use of the meter
or meters, which will remain the property of CWC. If any meter is damaged
by the Consumer, its servants, agents or invitees, CWC will repair or
replace the meter but at the Consumer's expense. The Consumer is liable
for the cost of all water passing through the meter unless the meter is
found to be defective after a complaint by the Consumer to CWC. CWC will
charge the Consumer for water used based on the average water consumption
of the previous twelve (12) months when the defective meter was working,
pro rata for the period when the meter was not recording correctly or not
recording at all.
8. (1) CWC must lay the necessary water lines to the boundary of the
Property at a location to be determined by CWC. The Consumer must
pay the cost of connecting the Property to CWC's line. The
connections must be made by or under the supervision of an employee
of CWC.
(2) To the extent necessary to enable CWC to provide water to properties
to the East of the Property, the Consumer grants the right in
perpetuity to CWC to use such of the pipes,
valves, meters and other attached equipment and ancillary pipework
on or under the Property as are necessary for this purpose ("the
Pipework") and to enter on the Property at any time with or without
vehicles and equipment for the purpose of maintaining, repairing
and, if necessary, replacing any part of the Pipework.
(3) The Consumer must not interfere with the Pipework, CWC water mains,
control valves or meters and must not connect any water pump or
other apparatus direct to the Pipework or any water line provided by
CWC at any time.
9. All pipes for water supply on the Property must be fitted at the meter
with screw-down shut-off valves or equivalent at the Consumer's expense.
10. CWC will deliver water to the Property at the pressure, from time to time,
in its water system. The Consumer must bear the cost of constructing and
operating storage and pressure boosting facilities on the Property, if
required.
11. The quality of water that CWC supplies must be within its present
standards required by the Licence which are a maximum of 500 mg/L total
dissolved solids. If at any time Government requires CWC to supply water
of a higher quality, then CWC will make an appropriate price adjustment to
the cost of water supplied, which it will agree with Government before
supplying higher quality water.
12. On January 1st in each year, CWC will adjust the water charges by the
formula based on the change in the previous year of the Cayman Islands
Government Consumer Price Index and the United States Producer Price Index
for Industrial Commodities as at each September 30th, as set out in the
Licence. CWC may from time to time without notice to the Consumer increase
its charges to the extent permitted by the Licence.
13. The water supply service must be used only by the Consumer or his
tenants or guests and must not be re-sold or otherwise supplied to
third parties, either within or outside the boundaries of the Property.
14. Notwithstanding that CWC has connected any water supply to a hydrant or
sprinkler system on the Property, it is expressly agreed that CWC will
be under no obligation to provide water for fire fighting purposes, at
any time whatever or under any circumstances, and will only supply
water for those purposes if it is able to do so, and will not be liable
for any damage to the Property whatever caused by fire or any related
cause.
15. The Consumer may terminate this Agreement at any time by written notice
to CWC which will be effective only when all money owed to CWC in
respect of CWC's supply of water to the Property has been paid in full.
In particular, the Consumer remains responsible under this Agreement
unless and until he terminates it even after disposal of the Property.
16. CWC may amend the terms of this Agreement at any time on written notice
to the Consumer posted to him at his address on CWC's records, but only
if and to the extent that the new terms do not conflict with the
requirements of the Licence.
FIRST SCHEDULE
THE PROPERTY
Those Common Areas of the Britannia Resort registered at Registration Section
West Bay Beach South Block 12D Parcels 65, 74 and 77.
SECOND SCHEDULE
SEVEN MILE BEACH SERVICE
Minimum water pressure 30 lbs. per square inch.
WATER TARIFF BASE RATES
Rates apply to amounts for the billing period and are exclusive of the Energy
Adjustment Factor provided for by the Licence.
(1) Residential consumers using less than 3,000
U.S. gallons per month CI$17.45 per 1,000 U.S. gallons
(2) Residential consumers using more than 3,000
U.S. gallons per month CI$18.76 per 1,000 U.S. gallons
(3) Commercial/Industrial consumers CI$18.76 per 1,000 U.S. gallons
(4) Public Authority CI$17.45 per 1,000 U.S. gallons
Minimum Monthly Charge is for 1,000 U.S. gallons.
METER CHARGES
SIZE MONTHLY RENTAL CONNECTION FEE RECONNECTION FEE**
---- -------------- -------------- ------------------
20 mm (3/4") CI$ 3.50 CI$ 80.00 CI$ 50.00
25 mm (1") CI$ 5.00 CI$120.00 CI$ 75.00
38 mm (1 1/2") CI$ 7.50 CI$175.00 CI$110.00
50 mm (2") CI$10.00 CI$240.00 CI$150.00
75 mm (3") CI$15.00 CI$360.00 CI$225.00
100 mm (4") CI$25.00 CI$560.00 CI$300.00
150 mm (6") CI$40.00 CI$800.00 CI$350.00
** This charge relates to work completed by CWC employees outside the boundaries
of the Property. Any work carried out by CWC employees within the boundaries at
the Consumer's request will be charged to the Consumer at cost plus thirty
percent (30%). Such work will be undertaken entirely at CWC's discretion and
must be previously requested in writing.
PLEASE NOTE:-
===========
Under The Water (Production and Supply) Law, 1979 (Law 15 of 1979), it is
illegal except in certain specified limited circumstances for anyone other than
CWC to supply water for reward within the area licensed to CWC. Further, whoever
unlawfully interferes with CWC's water system or obstructs the execution of any
works by an employee of CWC in his duties as such is guilty of an offence, and
may be liable to be fined or imprisoned in accordance with provisions of the
Law.
SIGNED by THE CONSUMER in ) BRITANNIA ESTATES HOME
the presence of:- ) OWNERS ASSOCIATION LTD.
)
)
) Per: _________________________
- ------------------------------ )
Witness
SIGNED on behalf of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER )
CO. LTD. in the presence of:- )
)
) Per: _________________________
- ------------------------------ )
Witness
THE SEVENTH SCHEDULE
AN AGREEMENT made the _____ day of _______________, 200__,
BETWEEN: CONSOLIDATED WATER CO. LTD., a Cayman company ("CWC")
AND: ______________________________________,
("the Consumer")
THE PARTIES AGREE that:-
1. CWC will during the subsistence of its licence so to do from the
Government of the Cayman Islands or an extension or renewal of it ("the
Licence") supply potable water by pipe to the Consumer's property
described in the First Schedule ("the Property") on the terms and
conditions specified in this Agreement and in the Second Schedule.
2. For the purpose of this Agreement, the Consumer is deemed to be the owner
or his agent of the Property. The Consumer must settle bills of account
for the supply of water within the prescribed periods.
CWC must bill the Consumer monthly for water supplied. The Consumer must
pay invoices in full on the later of:-
a. ten (10) days after the invoice date, or
b. the 21st day of the month following the month in respect of which
the invoice relates.
The Consumer must pay interest on overdue amounts at the rate of 1 1/2%
per month calculated from the due date to the date of payment, with
monthly rests.
If the Consumer fails to pay any invoice in full within the greater of ten
(10) days and such other period as may be required by the Licence, CWC may
disconnect the Property from its water supply. On payment in full of the
invoice and any interest due together with the reconnection fee set out in
the Second Schedule, CWC will at the Consumer's request reconnect the
water supply to the Property.
3. CWC must supply at least one main meter to the Property in accordance with
Clause 7. The Consumer may supply and install individual meters within the
Property. CWC will bill the Consumer based on the readings of the main
meter or meters and it will be the Consumer's responsibility to deal with
any tenants. The Consumer's attention is drawn to the provisions of the
Water (Production and Supply) Law set out in the Second Schedule.
4. CWC need not supply water if there is any deficiency in CWC's source of
supply of water due to any contingency affecting its machinery and works
or due to any accidental or other interruption of its water supply.
5. CWC will have such rights of access to the Property as are necessary for
constructing, maintaining and operating its water supply BUT it must
repair any damage done by its servants or agents in the exercise of those
rights of access.
6. The Consumer must pay CWC, at its offices at Trafalgar Place, West Bay
Road, P.O. Box 1114 GT, Grand Cayman, or any other place provided by CWC
for the purpose from time to time, for water supplied at the rates
specified in the Second Schedule and in this Agreement adjusted annually
as provided in this Agreement. The Consumer is also subject to the minimum
monthly charges specified in the Second Schedule and must pay minimum
charges even if it makes no use at all of CWC's water supply or if it uses
less than the specified minimum quantity per month.
7. CWC must furnish, fix and maintain in good repair a meter or meters for
determining the quantity of water used by the Consumer. The Consumer must
pay the rental specified in the Second Schedule for the use of the meter
or meters, which will remain the property of CWC. If any meter is damaged
by the Consumer, its servants, agents or invitees, CWC will repair or
replace the meter but at the Consumer's expense. The Consumer is liable
for the cost of all water passing through the meter unless the meter is
found to be defective after a complaint by the Consumer to CWC. CWC will
charge the Consumer for water used based on the average water consumption
of the previous twelve (12) months when the defective meter was working,
pro rata for the period when the meter was not recording correctly or not
recording at all.
8. CWC must lay the necessary water lines to the boundary of the Property at
a location to be determined by CWC. The Consumer must pay the cost of
connecting the Property to CWC's line. The connections must be made by or
under the supervision of an employee of CWC. The Consumer must not
interfere with the CWC water mains, control valves or meters and must
not connect any water pump or other apparatus direct to any water line
provided by CWC at any time.
9. All pipes for water supply on the Property must be fitted at the meter
with screw-down shut-off valves or equivalent at the Consumer's expense.
10. CWC will deliver water to the Property at the pressure, from time to time,
in its water system. The Consumer must bear the cost of constructing and
operating storage and pressure boosting facilities on the Property, if
required.
11. The quality of water that CWC supplies must be within its present
standards required by the Licence which are a maximum of 500 mg/L total
dissolved solids. If at any time Government requires CWC to supply water
of a higher quality, then CWC will make an appropriate price adjustment to
the cost of water supplied, which it will agree with Government before
supplying higher quality water.
12. On January 1st in each year, CWC will adjust the water charges by the
formula based on the change in the previous year of the Cayman Islands
Government Consumer Price Index and the United States Producer Price Index
for Industrial Commodities as at each September 30th, as set out in the
Licence. CWC may from time to time without notice to the Consumer increase
its charges to the extent permitted by the Licence.
13. The water supply service must be used only by the Consumer or his tenants
or guests and must not be re-sold or otherwise supplied to third parties,
either within or outside the boundaries of the Property.
14. Notwithstanding that CWC has connected any water supply to a hydrant or
sprinkler system on the Property, it is expressly agreed that CWC will be
under no obligation to provide water for fire fighting purposes, at any
time whatever or under any circumstances, and will only supply water for
those purposes if it is able to do so, and will not be liable for any
damage to the Property whatever caused by fire or any related cause.
15. The Consumer may terminate this Agreement at any time by written notice to
CWC which will be effective only when all money owed to CWC in respect of
CWC's supply of water to the Property has been paid in full. In
particular, the Consumer remains responsible under this Agreement unless
and until he terminates it even after disposal of the Property.
16. CWC may amend the terms of this Agreement at any time on written notice to
the Consumer posted to him at his address on CWC's records, but only if
and to the extent that the new terms do not conflict with the requirements
of the Licence.
FIRST SCHEDULE
THE PROPERTY
[INSERT DESCRIPTION OF PROPERTY INCLUDING REGISTRATION SECTION,
BLOCK AND PARCEL NUMBER]
SECOND SCHEDULE
SEVEN MILE BEACH SERVICE
Minimum water pressure 30 lbs. per square inch.
WATER TARIFF BASE RATES
Rates apply to amounts for the billing period and are exclusive of the Energy
Adjustment Factor provided for by the Licence.
(1) Residential consumers using less than 3,000
U.S. gallons per month CI$17.45 per 1,000 U.S. gallons
(2) Residential consumers using more than 3,000
U.S. gallons per month CI$18.76 per 1,000 U.S. gallons
(3) Commercial/Industrial consumers CI$18.76 per 1,000 U.S. gallons
(4) Public Authority CI$17.45 per 1,000 U.S. gallons
Minimum Monthly Charge is for 1,000 U.S. gallons.
METER CHARGES
SIZE MONTHLY RENTAL CONNECTION FEE RECONNECTION FEE**
---- -------------- -------------- ----------------
20 mm (3/4") CI$ 3.50 CI$ 80.00 CI$ 50.00
25 mm (1") CI$ 5.00 CI$120.00 CI$ 75.00
38 mm (1 1/2") CI$ 7.50 CI$175.00 CI$110.00
50 mm (2") CI$10.00 CI$240.00 CI$150.00
75 mm (3") CI$15.00 CI$360.00 CI$225.00
100 mm (4") CI$25.00 CI$560.00 CI$300.00
150 mm (6") CI$40.00 CI$800.00 CI$350.00
** This charge relates to work completed by CWC employees outside the boundaries
of the Property. Any work carried out by CWC employees within the boundaries at
the Consumer's request will be charged to the Consumer at cost plus thirty
percent (30%). Such work will be undertaken entirely at CWC's discretion and
must be previously requested in writing.
PLEASE NOTE:-
===========
Under The Water (Production and Supply) Law, 1979 (Law 15 of 1979), it is
illegal except in certain specified limited circumstances for anyone other than
CWC to supply water for reward within the area licensed to CWC. Further, whoever
unlawfully interferes with CWC's water system or obstructs the execution of any
works by an employee of CWC in his duties as such is guilty of an offence, and
may be liable to be fined or imprisoned in accordance with provisions of the
Law.
SIGNED by THE CONSUMER in )
the presence of:- )
)
)
) Per: _________________________
- ------------------------------ )
Witness
SIGNED on behalf of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER )
CO. LTD. in the presence of:- )
)
) Per: _________________________
- ------------------------------ )
Witness
----------------------------------------
EXECUTED by the parties on the Date of this Agreement.
SIGNED for and on behalf of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD. by )
)
Director, in the presence of:- )
) Per: /s/ JEFFREY M. PARKER
) -----------------------
/s/ PETER D. RIBBINS ) Director
- -------------------------------------
Witness
SIGNED for and on behalf of ) ELLESMERE BRITANNIA LTD.
ELLESMERE BRITANNIA LTD. by )
S. Prasad Director, in )
the presence of:- )
) Per: /s/ SURESH PRASAD
) -----------------------
/s/ ILLEGIBLE ) Director
- -------------------------------------
Witness
SIGNED for and on behalf of ) HYATT BRITANNIA CORPORATION
HYATT BRITANNIA CORPORATION ) LTD.
LTD. by T.D. Riegelman, Director, )
in the presence of:- )
)
) Per: /s/ T.D. RIEGELMAN
) ---------------------
/s/ TERESA C. GAMBON ) Director
- -------------------------------------
Witness
SIGNED for and on behalf of CAYMAN ) CAYMAN HOTEL & GOLF INC.
HOTEL & GOLF INC. by )
S. Prasad Director, )
and by ) Per: /s/ SURESH PRASAD
) ----------------------
in the presence of:- ) Director
)
)
/s/ ILLEGIBLE ) Per:
- ------------------------------------- ----------------------
Witness