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Exhibit 10.32
AN AGREEMENT made the 24th day of July, 1995,
BETWEEN: CAYMAN WATER COMPANY LIMITED,
a Cayman company ("CWC")
AND: GALLEON REACH RESORT LIMITED,
carrying on business as WESTIN HOTEL ("the Consumer")
THE PARTIES AGREE that:
1. This Agreement will come into effect on a date not later than October
15, 1995, ("the effective date"), specified by the Consumer by notice
delivered to CWC at least thirty days before the effective date.
2. CWC will supply potable water by pipe to the Customer's property known
as "The Westin Hotel" ("the Property") on the terms and conditions
specified in this Agreement and in the Schedule.
3. For the purpose of this Agreement, the Customer is deemed to be the
owner or his agent of the Property to which CWC is to supply water.
The Consumer must settle bills of account for the supply of water
within the prescribed periods.
CWC must xxxx 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 25th 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%
over the New York prime rate for U.S. dollars quoted by the Royal Bank
of Canada, Grand Cayman main branch, calculated from the due date to
the date of payment, with monthly rests.
4. CWC must supply at least one main meter to the Property in accordance
with clause 9. The Consumer may supply and install individual meters
within the Property. CWC will xxxx the Customer based on the readings
of the main meter or meters and it will be the Customer's
responsibility to deal with any tenants or guests.
5. CWC need not supply water if:
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(1) the Consumer does not pay the charges payable under this
Agreement by the due date or
(2) 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.
6. 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.
7. (1) The Consumer must pay CWC at its offices at X.X. Xxx 0000,
Xxxxx Xxxxxx, for water supplied at the rates specified in the
Schedule and in this Agreement adjusted annually as provided
in this Agreement. The rate specified in the Schedule includes
a royalty of 7.5% payable to the Government of the Cayman
Islands ("Government"). If CWC obtains any concession from
Government on this royalty in respect of water which it
supplies to the Consumer, CWC must give the Consumer a
corresponding rebate in the rates. The Consumer is also
subject to the minimum monthly charges specified in the
Schedule.
(2) Except during the first twelve calendar months of this
Agreement, the Consumer 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.
8. CWC must supply at least an average of thirty thousand (30,000) United
States gallons of water per day in every calendar month or such other
amount as the parties agree. The maximum amount of water that CWC must
supply:
(1) in any 24 hour period is sixty thousand (60,000) United States
gallons; and
(2) in any calendar month is sixty thousand (60,000) United States
gallons multiplied by the number of days in that calendar
month.
If the Consumer draws more than 60,000 United States gallons in any 24
hour period, or more than the number of United States gallons specified
in (2) of this clause in any calendar month, CWC may in its discretion
disconnect the supply. CWC will xxxx any volume of water which the
Consumer draws in any month in excess of the contractual maximum at the
then prevailing rate in CWC's Seven Mile Beach licence area.
9. 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 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
must repair or replace the meter but at the Consumer's expense. CWC
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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.
10. (a) On executing this Agreement, the Consumer must provide CWC
with a letter of credit in favour of CWC to cover a security
deposit equal to the cost of the maximum daily supply at the
date of this Agreement multiplied by fifty-five (55)
(US$41,316.00), increasing that security deposit by increasing
the letter of credit from time to time as necessary so that
the amount secured is at all times equal to the cost of the
daily maximum supply multiplied by fifty-five (55). The
Consumer must maintain the deposit in accordance with this
clause until this Agreement ends.
(b) If at any time during the subsistence of this Agreement, the
Consumer is in breach of any of its obligations under it, CWC
may make a claim under the letter of credit for the amount due
to it at that time. If CWC does so, the Consumer must do all
things necessary to restore the amount secured by the letter
of credit to the amount referred to in (a) above and (if the
letter of credit was not sufficient to satisfy the Consumer's
obligations to CWC) pay the remaining amount owing to CWC all
within seven days.
(c) If at the time, when this Agreement ends the Consumer is in
compliance with all its obligations under it, CWC must, if
necessary, release the letter of credit on request by the
Consumer and at its expense.
11. Subject as stated in the Schedule, CWC must 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.
12. The quality of water that CWC supplies must be within its present
standards required by its 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.
13. On January 1 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 30, as set out in
its licence. (The Cayman Index weighs the formula by 40% and the U.S.
Index by 60%). CWC may from time to time increase its charges to the
extent permitted by its licence from the Cayman Islands Government.
14. 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
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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 CWC water
mains, control valves or meters and must not connect any water pump or
other apparatus direct to the water line provided by CWC at any time.
15. 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.
16. 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.
17. 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.
18. Subject to Clause 10, the term of this Agreement is ten (10) years.
19. CWC may end this Agreement at any time without notice if any amount due
to CWC under this Agreement remains unpaid seven (7) days after a
demand in writing, addressed to the Customer, has been left at the
Property.
SCHEDULE
Minimum water pressure 30 lbs. per square inch.
WATER TARIFF BASE RATES
Rates apply to amounts for the billing period.
o Water Charges US$12.52/1000 U.S. gallons (KUSG)
Minimum Monthly Charge is for 30,000 U.S. gallons per day multiplied by the
number of days in each calendar month, or such other amount as the parties
agree.
METER CHARGES
Size Monthly Rental Reconnection Fee**
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3/4" CI$ 3.50 CI$ 50.00
1" CI$ 5.00 CI$ 75.00
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1 1/2" CI$ 7.50 CI$110.00
2" CI$10.00 CI$150.00
3" CI$15.00 CI$225.00
4" CI$25.00 CI$300.00
6" CI$40.00 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 must 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) 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 in accordance with provisions of the Law.
SIGNED by the Consumer in the ) GALLEON BEACH RESORT LIMITED
the presence of: )
)
)
)
/s/ Xxxx Xxxxxx ) Per: /s/ [illegible]
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SIGNED on behalf of CAYMAN ) CAYMAN WATER COMPANY
WATER COMPANY LIMITED ) LIMITED
in the presence of: )
)
)
)
/s/ Alexander Xxxxxxx Xxxxxx ) Per: /s/ Xxxxx X. Xxxxxxx
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