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ie TWENTY-THIRD LEGISLATURE OF THE VIRGIN ISLANDS Territory of the Virgin Islands HF REGULAR/SRECIAT SESSION 19 via BillNo. 23-0192 : eee Date: LY1¢/F 4 Short Title: Eo execute an Agreement between the Government of the Virgin Islands and Timothy Duncan and T.D. Enterprises, Inc. LEGISLATIVE HISTORY (a) Introduced and sent to Committee OM..........ccccccccccececeeeeecceeec.. ee eee. — = (b) Reported from Committee and sent to Rules OM........ssesssesssessesssssssssetteteeesiie ’ (c) Reported from Committee on Rules...........cccsscsceseseceseevesesvesveseeveeeeeeece.. (d) Recalled from Committee DP Segal PMO cas ocacnsauseun sats 2 <a nath eiaeatisounsgciinelgh aah. tp; hey. Ad Be RY en nce eres riasecteetccn das de erm Ae digheemcmess . | -ie ) ee ece e e a en ee champeta IMMNING “ () Vetoed by Governor on.........ssesesssessessessssesesereneatesieseesessvestseveeeeetec (h) Reconsidered by Legislature and passed or rejected GMEU IG VEMEO TS VielO OR is scons swine ceased sanszisdas xt nexeenannsinesanm vision oncbiuwcyeestpebecces ch. MEMBERS : YEA NAY NOT VOTING ABSENT BENNERSON, Gregory A. BERRY, Lorraine L. BRYAN, Adelbert M. COLE, Donald “Ducks” DAVID, Roosevelt St. C. DONASTORG, Adlah “Foncie” GOLDEN, Violet Anne GOMEZ, Judy M. GOODWIN, George E. HANSEN, Alicia “Chucky” JN. BAPTISTE, Norman =| SNS AS gy] QIN JONES, David S. eo ™~s LIBURD, Almando “Rocky” Ie , PETRUS, Allie-Allison [3 RICHARDS Varerave A. / ! / YA 9 /j 2 Ae Certified teue anc correr kL} / ia C a = CLERK BILL NO. #3°0/9%o- Twenty-Third Legislature of the Virgin Islands of the United States NOVEMBER 10, 1999 To authorize the Governor of the Virgin Islands to execute an Agreement between the Government of the Virgin Islands and Timothy Duncan and T.D. Enterprises, Inc. relating to the promotion of the United States Virgin Islands by Timothy Duncan and the establishment of promotional and related business activities by T.D. Enterprises, Inc. PROPOSED BY: Senator Vargrave A. Richards BE IT ENACTED by the Legislature of the Virgin Islands: SECTION 1. The Legislature of the Virgin Islands hereby finds and declares that it is in the best interest of the people of the Virgin Islands and the Virgin Islands economy to engage the assistance of Timothy Duncan in the promotion of the United States Virgin Islands as a recognized tourist destination as well as to attract Timothy Duncan to locate certain developing business enterprises in the Virgin Islands. COON OD UO APAN = ot - SECTION 2. The Legislature hereby ratifies the Agreement executed by the Governor on behalf of the Government of the Virgin Islands and appended hereto as Appendix A, with Timothy Duncan and T.D. Enterprises, Inc., a corporation wholly owned by Timothy Duncan. The terms of said Agreement are incorporated herein by reference and specifically made a part of this Act. BR. No. 99-0787 / April 26, 1999/ :lb 10 11 12 13 14 15 16 17 18 19 20 21 Ze 23 24 26 BILL NO. 23- OIF. TWENTY-THIRD LEGISLATURE OF THE VIRGIN ISLANDS OF THE UNITED STATES REGULAR SESSION 1999 AUTHORIZE THE GOVERNOR OF THE VIRGIN ISLANDS TO EXECUTE AN TO REEMENT BETWEEN THE GOVERNMENT OF THE VIRGIN ISLANDS AND AG TIMOTHY DUNCAN AND T.D. ENTERPRISES, INC. RELATING TO THE PROMOTION OF THE UNITED STATES VIRGIN ISLANDS BY TIMOTHY DUNCAN AND THE ESTABLISHMENT OF PROMOTIONAL AND RELATED BUSINESS “=. ACTIVITIES BY T.D. ENTERPRISES, INC. na Abia Bc it enacted by the Legislature of the Virgin Islands: Section 1. The Legislature of the U.S. Virgin Islands hereby finds and declares that it is in the best interest of the people of the U.S. Virgin Islands and the U.S. Virgin Islands economy to engage the assistance of Timothy Duncan in the promotion of the United States Virgin Islands as a recognized tourist destination as well as to attract Timothy Duncan to locate certain developing business enterprises in the U.S. Virgin Islands. Section 2. In order to achieve the purposes set forth in Section 1, the Governor of the U.S. Virgin Islands on behalf of the Government of the U.S. Virgin Islands is authorized and empowered to execute an Agreement, in the form and substance attached hereto as Appendix A, with snirtiy Duncan and T.D. Enterprises, Inc., a corporation wholly owned by Timothy Duncan. The terms of said Agreement are incorporated herein by reference and specifically made a part of this Act. In this regard, the Governor of the U.S. Virgin Islands is authorized to do all acts required to consummate this Agreement on behalf of the Government of the U.S. Virgin Islands under the terms and provisions of the laws of the U.S. Virgin Islands and the Agreement as described in Appendix A. ~% Vv Thus passed by the Legislature of the U.S. Virgin Islands on November 1, 1999. Witness our Hands and the Seal of the Legislature of the U.S. Virgin Islands this November, A.D., 1999. day of VARGRAVE RICHARDS President ROOSEVELT ST. C. DAVID Legislative Secretary The above bill is hereby approved. Witness my hand and the Seal of the Government of the United States Virgin Islands at Charlotte Amalie, St. Thomas, this day of November, 1999. CHARLES W. TURNBULL Govermor S APPENDIX A AGREEMENT BETWEEN THE GOVERNMENT OF THE U.S. VIRGIN ISLANDS AND TIMOTHY. DUNCAN AND T-D- ENTERPRISES. INC. RELATING TO THE PROMOTION OF THE UNITED STATES VIRGIN ISLANDS BY TIMOTHY DUNCAN AND THE ESTABLISHMENT OF PROMOTIONAL AND RELATED BUSINESS ACTIVITIES BY T.D. ENTERPRISES. INC: IN THE VIRGIN ISLANDS This Agreement is hereby entered into by and between the GOVERNMENT OF THE U.S. VIRGIN ISLANDS( hereinafter referred to as GOVERNMENT) and Timothy Duncan and T.D. ENTERPRISES; INC., a U.S. Virgin Islands Corporation, wherein the parties agree as follows: WHEREAS, itis the policy of the Government to promote the economic and social well being of the people of the USS. Virgin Islands; and WHEREAS, it is in the best interest of the U.S. Virgin Islands to develop tourism through the promotion of the U.S. Virgin Islands in the most beneficial manner possible; and WHEREAS, Timothy Duncan, 4 native Virgin Islander, is a nationally recognized personality whose official public endorsement would be a valuable contribution TO the promotion . of the U.S. Virgin Islands; and WHEREAS, Timothy Duncan has formed a U.S. Virgin Islands corporation, T.D. Enterprises, Inc., to engage in the establishment of certain business enterprises whose location within the US. Virgin Islands would be beneficial to the people of the U.S. Virgin Islands: IT IS THEREFORE AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. PROMOTION OF THE US, VIRGINISLANDS Pursuant to the terms hereof, Timothy Duncan and T.D. Enterprises, Inc. agrees to make Timothy Duncan available to work with the Government, through the Department of Tourism or any other agency designated by the Governor, to do three official advertisements per year, if requested by the Government to do so, for the promotion of the U.S. Virgin Islands as a tourist destination for 15 years from the date of the execution of this Agreement which appearances and/or endorsements date of the breach, provided, however, that Timothy Duncan and T.D. Enterprises, Inc. shall not have ariy further obligations pursuant to Section I hereof following such breach. IX. OTHER OBLIGATIONS At all times during the life of this Agreement and the term of the tax exemptions, T.D. Enterprises, Inc. shall comply with all laws and regulations of the U.S. Virgin Islands applicable to said corporation and shall remain in good standing and current on all non-exempt taxes, licenses, fees or assessments of any and all types and descriptions, imposed by the Government or its instrumentalities. ‘Upon notice by the Government of any breach of the obligations under Section Ix, T.D. Enterprises shall use its best efforts to cure such breach within 30 days, provided, however, that failure to cure such breach shall not nullify this Agreement. Any dispute under Section IX shall not be subject to the provisions of Section VIII. X. FORCE MAJEURE Any failure or delay in performance by either party hereto of its obligations hereunder shall not be a breach of this Agreement if such delay arises out of or results from causes beyond such party’s control. These causes shall include fire, storm, flood, earthquake, explosion, major catastrophe, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes, shortages of materials or supplies, transportation embargoes, failures or delays in transportation, acts of God, laws, rules regulations, orders or directives of the federal Government — ~ —“ or the order of any court of competent jurisdiction. XI. DISPUTES Any dispute between the parties hereto as to the interpretation or effect of this Agreement (which shall include for the purposes of this Agreement, any subsequent modification thereof unless otherwise expressly provided by such modification) and any controversy between them or claim by either of them, whether sounding in tort or contract, arising out of or relating to this Agreement or the conduct of the parties hereto, their agents and/or representatives, may during the period of tax exemptions provided for herein and one year thereafter, notwithstanding the Government’s status 7 5 as such and in the same manner as similar actions, suits or proceedings to which the Goverment is not a party, be the subject of either or both of the following: a. an action, suit or proceeding brought by either party, including a proceeding under Chapter 89 of Title 5 of the Virgin Islands Code, brought and maintained in the Territorial Court of the U.S. Virgin Islands. b. if Timothy Duncan and T.D. Enterprises, Inc. or its designee and the Govemment in the person of the Governor of the U.S, Virgin Islands or his _ designee so agree, an arbitration proceeding or other form of alternate dispute resolution either binding or non-binding as agreed upon by the parties. XII. EMPLOYMENT OF U.S. VIRGIN ISLANDS RESIDENTS To the maximum extent possible, T.D. Enterprises, Inc. and Tim Duncan shall employ U.S. Virgin Islands residents in their business activities in the U.S. Virgin Islands. XIU. SECTION HEADINGS The headings of the various sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the provisions hereof. XIV. JURISDICTION AND VENUE This Agreement shall be governed by the laws of the U.S. Virgin Islands and jurisdiction ‘over any disputes arising under this Agreement and venue of such disputes shall be in the U.S. Virgin Islands in any court of competent jurisdiction. XV. NON-DISCRIMINATION Tim Duncan and T.D. Enterprises, Inc. agree to abide by all laws of the U.S. Virgin Islands and the United States pertaining to the civil rights of individuals and shall not discriminate against any individual on the basis of race, sex, color, disability, national origin or religion. XVI. ASSIGNMENT Tim Duncan and T.D. Enterprises, Inc. shall not subcontract or assign any part of this Agreement without the prior written consent of the Government and the approval of the Legislature. XV. CONFLICT OF INTEREST (a) Tim Duncan and T.D. Enterprises, Inc. covenant that neither they nor any of their partners and/or shareholders have any interest and will not acquire any interest, whether direct or . indirect, which would conflict in any manner or degree with the performance of the services required to be performed-under the contract. (b) Tim Duncan and T.D. Enterprises, Inc. further covenant that they (including their partners and/or shareholders): (1) are not territorial officers or employees (i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected Territorial official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, board commission or independent instrumentality of the Government, whether compensated ona salary fee or contractual basis). XVIL ENTIRE AGREEMENT; SUBSEQUENT AMENDMENTS This Agreement constitutes the entire agreement of the parties and the provisions herein shall supersede any and all prior agreements or understandings relating to the same subject matter. It is ord intended that neither party shal! have or be deemed to have any obligation under this Agreement © except as the same shall be explicitly stated herein. If any clause, sentence, section or part of this Agreement or the application thereof to anyone in any circumstances is declared invalid, the application thereof to others or other circumstances, and the remainder of this Agreement, shall not be affected thereby. In the event of any such holding and to the extent of any such invalidity, the Government undertakes, insofar as it may lawfully do so, to take such alternative steps (including the consent to or enactment of legislation and the consent to or promulgation of rules and regulations) as may reasonably and in good faith be required to confer upon the parties benefits 9 comparable in character and substantially equivalent in amounts to those intended to be conferred by this Agreement, on terms and conditions not materially more burdensome to either party than those herein provided and without prejudice to any other remedies that may be available to either J of them IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed and delivered this Agreement, as of the a) day of Sep moe 1999 THE GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES Byi_4 ALL LAAT An 1A | CHARLES W. TURNBULL, GO OR <A OS TIMOTHY DUNCAN —., T.D. ENTERPRISES, INC N J (a Virgin Islands Corporation) (Seal) BY: a \ ) \ L/} der TIMOTHY DUNCAN Assi nt Secretary - APPROVED FOR LEGAL SUFFICIENCY fA fe? BY ivan PreiD Os WITORNEY GENERAL 10 comparable in character and substantially equivalent in amounts to those intended to be conferred ‘by this Agreement, on terms and conditions not materially more burdensome to either party than those herein provided and without prejudice to any other remedies that may be available to either of them. IN WITNESS WHEREOF., the parties hereto, by their duly authorized representatives, have executed and delivered this Agreement, as of the ry) day of Sey tin be , 1999, THE GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES wR galt hd. leanba Lh CHARLES W. TURNBULL, GOVERNOR \\ ( TIMOTHY DUNCAN T.D. ENTERPRISES, INC. (a Virgin Islands Corporation) (Seal) BY \Q / j. / "TIMOTHY DUNCAN Assign Secretary ~~ - APPROVED FOR LEGAL SUFFICIENCY: BY: I ( =e * rs YER BTRIDIKON, WITORNEY GENERAL 10