1962 REGULAR SESSION Act No. 814 WHEREAS, Harvey and Harvey Aluminum are willing to locate such facilities in the Virgin Islands, but only at the request and with the authorization of the Government and in accordance with other terms and provisions, all as set forth below; and WHEREAS, the Government considers that such facilities, if established, would promote the public interest by assisting in the economic development of the Virgin Islands; and WHEREAS, the Government after due investigation and consideration has determined that the construction and operation of such facilities would not be prejudicial to the health or welfare of the inhabitants of the Virgin Islands or to local property owners; and WHEREAS, as an inducement to Harvey and Harvey Aluminum to locate such facilities in the Virgin Islands, the Government is prepared to provide certain properties and a deep-water access channel in the vicinity of the Krause Lagoon area of St. Croix where it is presently contemplated that such facilities will be located, to grant certain tax exemptions and subsidies, and to comply with the other terms and provisions set forth below in order to authorize, facilitate and promote the establishment and operation of such facilities in the Virgin Islands; NOW, THEREFORE, the parties hereto mutually covenant and agree as follows: Alumina Development Site; Access Channel; 1. Alumina Development Site (A) To encourage and promote the investment of private capital in an alumina plant development on the Island of St. Croix in the Virgin Islands, the Government shall, subject to the approval of the Federal Aviation Agency of the United States Government, convey or cause to be conveyed to such designee or designees as may be specified by Harvey from among Harvey and its Affiliates (which shall include for the purposes of this Agreement Harvey Aluminum, Harvey and any person, firm or corporation, a majority of the voting rights or equity interest in which is owned directly or indirectly by either or both of them) certain properties (herein collectively called "the Government Properties") described in Annex A hereto. Such specification shall be made in writing by Harvey 63-584 O 71 10 Act No. 814 VIRGIN ISLANDS SESSION LAWS 1962 to the Government within ten (10) days after the date (herein called "the Approval Date") of signing by the Governor of the Virgin Islands of the Act approving this Agreement to be duly enacted by the Legislature of the Virgin Islands as hereinbelow provided. Conveyance of the Government Properties shall be made as soon as practicable, and in no event later than thirty (30) days after the later of (i) the Approval Date and (ii) the date of the above-mentioned approval by the Federal Aviation Agency. (B) The Government Properties shall include without limitation, (i) all mineral, riparian and littoral rights thereunto pertaining, (ii) all adjacent tidal flats, lagoons, shorelands and beaches, and (iii) all structures, substructures and improvements, if any, thereon. Conveyance of such Government Properties shall be made in' fee simple absolute, free and clear of all liens, charges, encumbrances, reservations, leases, tenancies, and restrictions on use, sale, exchange, mortgage, pledge or transfer, in whole or in part, whatsoever, except as may otherwise be agreed upon between Harvey and the Government, by deed or deeds in such form and substance as may be satisfactory to counsel to Harvey, and without cost to Harvey or the designee or designees of Harvey. All of the terms, covenants, conditions and stipulations to be observed or performed by the Government pursuant to this Agreement shall survive delivery to and acceptance by Harvey's designee or designees of such deeds. The Government has advised Harvey that said Properties are located approximately as indicated on the map attached hereto as Annex B and consisting of property owned by the Government in the Estates of Anguilla, Annaberg and Shannon Grove, Spanish Town and Profit comprising a total of about 700 U. S. acres together with acreage owned by the Government in the Krause Lagoon area. (C) Harvey presently contemplates (but makes no commitment) that the aforesaid alumina plant development will be located in whole or in part on properties in the King's and Queen's quarters of the Island of St. Croix south of the so-called Centerline Road. The real property in the Virgin Islands (or interests pertaining thereto) acquired and held by Harvey or its Affiliates in connection with said alumina plant development, including specifically but not exclusively the Government Properties, are herein collectively called "the Site". It is anticipated that such alumina plant development will eventually include, at or in the general vicinity of the Site, processing and other facilities for the production of alumina and 1962 REGULAR SESSION Act No. 814 related products (herein called "the Plant") and such other facilities appurtenant thereto (herein called "Related Facilitics") as Harvey may deem necessary or appropriate in connection with a modern industrial plant located in the Virgin Islands. Without limiting the generality of the foregoing, such Related Facilities may include facilities for the production of power and fresh water sulicient to meet or exceed the requirements of the Plant and other Related Facilities, but shall not include any electrolytic aluminum reduction plant. In this connection Harvey calls attention to the fact that the Government Properties cover only a portion of its contemplated requirements as reflected in the project information referred to in Section 1 (D) below. (D) Harvey has heretofore furnished the Government with project information outlining Harvey's present contemplation of the nature and scope of the Plant and Related Facilities, but such information shall not be deemed in any respect to be a binding commitment by Harvey, nor be the condition to any obligation of the Government hereunder. (E) The Government has advised Harvey that there are a number of persons on the Government Properties under leases or subleases or otherwise. The Government shall relocate such persons when requested by Harvey (effecting at the same time an ex-.. tinguishment of any and all rights of such persons in and to the Government Properties), it being understood that prior to June 30, 1963, Harvey will not request any particular relocation unless the land involved is required by Harvey in connection with the construction of the Plant and Related Facilities. 2. Access to Site and Site Data. (A) On and after the date of execution of this Agreement by the parties, the Government will cooperate in making available to Harvey, its architects, engineers, consultants, agents and other representatives such plans, maps, surveys, deeds, property descriptions and other data in the Government's control as it may lawfully disclose with respect to the Site and the Government Properties. (B) On and after the date of execution of this Agreement by the parties, Harvey and its representatives shall be permitted, notwithstanding the provisions of Section 17 below, to enter upon any portion of the Site and the Government Properties owned by the Government at the respective date or dates of entry, for the Act No. 814 VIRGIN ISLANDS SESSION LAWS 1962 purpose of making surveys, tests, borings and samplings relating to the planning and construction of the Plant and Related Facilities, without being subject to any liability for damage to or removal of soil or plant life or other natural features of such property reasonably incidental to carrying out such purpose. On and after the Approval Date, Harvey and its representatives shall be permitted to enter upon any portion of the Site and the Government Properties owned by the Government at the respective date or dates of entry for the purpose of carrying out the construction and operation of said Plant and Related Facilities. (C) The aforesaid rights of entry shall not be deemed to limit or impair any rights of tenants or other third parties, without the consent of such tenants or other third parties; provided, however, that nothing in this Section 2(C) shall limit the obligations set forth in Section 1 (B) above. 3. Access Channel. Creation of the alumina plant development depends upon safe, convenient and direct access by sea to and from the Plant and Related Facilities. It is contemplated that a channel and turnabout area (herein called "the Channel Project") to provide such access will be dredged and completed, pursuant to the Channel Project. provisions set forth in Annex C attached hereto and made a part hereof. Such Channel Project provisions shall not be a condition to any obligation of the parties under any other part of this Agreement, however. 4. Construction of Alumina Plant. (A) Upon completion of conveyance of all of the Government Properties to Harvey's designee or designees as provided in Section 1 above (the date of such completion being herein called "the Conveyance Date"), Harvey shall promptly commence preparations, if it has not previously done so, for the construction of the Plant. (B) The Plant shall have a designed capacity of at least 100,000 short tons (200,000,000 pounds) of alumina per year. Construction of the Plant shall be commenced before the end of the period of two (2) years, and the initial phase of construction shall be completed before the end of the period of five (5) years, beginning with the Conveyance Date. Completion of the initial phase of construction. of the Plant shall be deemed to have occurred for purposes of this 1962 REGULAR SESSION Act No. 814 Agreement when costs incurred in respect of such construction (including costs incurred in the construction of power and water Related Facilities) and costs incurred in respect of the Channel Project, all as certified by Harvey to the Government, aggregate $12,500,000 (including not more than $3,000,000 of costs incurred in respect of the Channel Project and excluding costs of land); construction of the Plant shall be deemed to have been completed for the purposes of this Agreement when costs incurred in respect of such construction, as certified by Harvey to the Government, aggregate at least $15,000,000 and 50,000 short tons of alumina have been produced at the Plant, also as certified by Harvey to the Government. 5. Zoning, Building and Other Regulation (A) Recognizing the technical complexity of the Plant and Related Facilities and the fact that Harvey and its Affiliates will employ competent professional architects or engineers or both to design and supervise the construction and operation thereof, the Government will issue such certificates, licenses and permits and take such other action, consistent with the public interest, as may be required of it under any zoning, licensing, building, water, safety, health, conservation and related laws, and any rulings or regulations in connection therewith, to the end that the construction and operation of the Plant and Related Facilities may be conducted in an orderly and economical manner, it being understood that the Government believes that the location of the Plant and Related Facilities in the Virgin Islands, and their expeditious and economical construction and operation, are also in the public interest. In regard to questions of land use and the zoning law, the Government has satisfied itself, and advises Harvey, that the use for purposes of the Site of properties acquired by it in the area of the King's and Queen's Quarters of St. Croix between the public highway known as the Centerline Road and the Caribbean Sea is approved. (B) It is contemplated that Harvey and its Affiliates may wish to construct piers, bulkheads, wharfs, breakwaters, jetties, pipelines, conveyors, channels, dikes, causeways and other works bordering the shoreline portions of the Site or extending in whole or in part from such shoreline into Krause Lagoon or the sea; also that Harvey and its Affiliates may wish to conduct land-fill, reclamation and other land-building operations at the Site, in connection with the Plant |