BAREBOAT CHARTER MANAGEMENT AGREEMENT “PREMIER FLEET” This Charter Management Agreement is entered into by and between: CATAMARAN CHARTERS LTD., a BVI Company, Nanny Cay Resort and Marina, Box 281, Tortola, BVI, and OWNER:
HULL ID #:
ESTIMATED CHARTER START DATE:
WITNESSETH: WHEREAS, Owner is desirous of entering into an agreement whereby the above Yacht shall be managed, docked, maintained, and chartered for income; and WHEREAS, Catamaran Charters operates a charter management and booking business located in Tortola, BVIs and operates charter and maintenance bases in the Caribbean; and WHEREAS, Catamaran Charters is desirous of entering into an agreement to manage, dock, maintain and act as the exclusive charter-booking agent for Owner's above-described Yacht; Now, therefore, in consideration of the following mutual covenants and warranties, the parties agree as follows: 1.
TERM OF AGREEMENT AND DELIVERY OF YACHT
Owner authorizes Catamaran Charters to deliver the yacht to its Caribbean base in Tortola. This Agreement shall commence upon the arrival of the said yacht at the base and acceptance of Yacht by the base Manager or upon completion of required recommendations. This Agreement shall continue in effect for a period of 3 years from the above described commencement date.
Owner and Catamaran Charters agree that Yacht shall be based and maintained in Tortola. It is agreed that Catamaran Charters may relocate the Yacht to another base operated by or affiliated with Catamaran Charters but any subsequent relocation outside the original cruising area would require the written agreement of both parties. OBLIGATIONS OF CATAMARAN CHARTERS 3.
MAINTENANCE AND OPERATION OF YACHT
Catamaran Charters shall be responsible at the expense of the owner for all repairs and maintenance of Yacht and for the service given to the Yacht’s guests throughout the period of this Agreement. This includes but is not limited to mechanical, electrical, rigging, fiberglass, maintenance, cleaning, dockage, customer briefings, chase calls and security. Catamaran Charters shall not be responsible for repairs necessitated by loss or damage caused by an insurable event. In the event of loss of or damage to charter equipment during a charter, Catamaran Charters shall be responsible at the expense of the owner for the replacement of said charter equipment. 4.
Catamaran Charters will use its best efforts to advertise and promote it’s managed fleet, including Owner's Yacht, for the purpose of chartering the fleet, including but not limited to, internet, national advertising in major boating publication, mail promotions and the exhibiting of yachts in major boat shows whenever feasible. Catamaran Charters maintains a booking office that oversees the Yacht's booking calendar. Due to the nature of the charter business as being primarily an internet and telephone booking business, Catamaran Charters may, without Owner's approval, locate its central booking office in different places. Catamaran Charters will manage all charter sales income of Yacht. On the last day of the following calendar month Catamaran Charters will calculate all charter income due to Owner for the previous month. (E.g. On Sept.30 Catamaran Charters will balance all paid charter records for charters that ended during the month of August.) Catamaran Charters will then credit to the Owner’s Monthly Account Statement a sum equal to Seventy Seven percent (77 %) of the actual net charter income (e.g. “Rental Fee”) received by Catamaran Charters and Fifty percent (50%) of the actual net AC income received by Catamaran Charters from the charter of Owner's Yacht for that month no later than the 15th of the following month to be offset against yacht invoices. 5.
OWNER YACHT USAGE
Catamaran Charters guarantees the Owner unlimited private use of the Yacht. Owner is required to purchase the normal CDW in force at the time of the charter for the duration of the charter. Catamaran Charters shall bill Owner normal turnaround fees for removal, cleaning, and replacement of linens, interior and exterior cleaning prorated maintenance costs, including maintenance of all systems electrical, mechanical, pumps, plumbing, instrumentation, sails and rigging. If Owner is not in the charter party there will be an additional $350 non refundable processing fee payable 45 days prior to the charter date. Catamaran Charters will utilize its best efforts to make Owner's Yacht available for the Owner's usage as described above. However, in the event that the Owner's Yacht is unavailable as a result of circumstances beyond Catamaran Charters' control, such as a prior booking on the yacht, Catamaran Charters reserves the right to, and will, make every effort to substitute an equivalent yacht for Owner's use and credit the revenue from the paid charter on Owner’s boat to the owner of the yacht used for Owner’s time. Catamaran Charters cannot be held liable where no boat is available nor for any expenses including air travel incurred by Owner. Owner’s usage will be available from the date of yacht’s arrival at the charter base. 6.
Catamaran Charters shall procure and maintain in full force and effect during the term of the Agreement the following insurance terms and coverage, the cost of which shall be borne by Owner: a. Hull insurance in the amount not less than 100% of the replacement value of the yacht, providing for the policy deductible amount. In the event of a loss under the hull policy, it is agreed that Owner shall have no liability for payment of the deductible, unless such loss occurs during a period of owner use, owner arranged charter, or owner's guest use or total loss of vessel. b. Protection and indemnity insurance with limits of no less than $1,000,000. c. The aforementioned policies shall be endorsed so as to:
Name Owner as assured and Catamaran Charters and any and all associated companies as additional assureds: Allow the assureds to charter: Extend coverage to charterers as additional insured in respect to hull and protection and indemnity coverage. Catamaran Charters shall not by any willful act or omissions void or vitiate the aforesaid insurance. Catamaran Charters shall furnish owner if requested with Certificates of Insurance herein required to be maintained. If for any reason Catamaran Charters should be unable to obtain the insurance above specified, Catamaran Charters is to consult with Owner in order to obtain mutually acceptable insurance.
At the end of Charter Agreement period or when owner removes Yacht from charter service, owner shall be responsible for procuring insurance coverage to replace Catamaran Charters aforementioned insurance policies. OWNER'S OBLIGATIONS 7.
Owner agrees to place Yacht in charter management with Catamaran Charters acting as the exclusive booking agent for Yacht for the term of this Agreement. 8.
Owner has the right to reserve Yacht for periods specified above provided Owner gives Catamaran Charters appropriate notice of his intended use for a specified time period and provided that upon receipt of this notice Catamaran Charters has not chartered or reserved the Yacht to any other person during the specified period or any portion thereof. For reservation purposes Owner usage is considered a regular charter with no charter fee and the appropriate department will bill all other costs accordingly. In the event Owner cancels a reservation on Yacht or other fleet yacht with Catamaran Charters within 45 days, the normal charter cancellation fee will be incurred ($350 if on owner’s yacht at no rental fee). Notwithstanding any other provisions of this Agreement, Catamaran Charters will have no responsibility to Owner for any loss or damage to the Yacht occurring while the Yacht is in use by Owner, Owner's family, or Owner's guests other than with regard to the normal coverage provided by the CDW. While the Yacht is in use by Owner, Owner’s family, or Owner’s guests, party on board must obey by all BVI Immigration and Customs regulations and rules, including the hiring of crew and captain. 9.
Owner agrees that Catamaran Charters may from time to time offer complimentary charter days at the end of a paid period to charterers as a promotion. Owner also agrees and Catamaran Charters reserves the right to use Yacht for a maximum of two weeks per annum for purposes that may help to promote the Yacht or sister yachts for charter or for training and education of appropriate personnel. OTHER TERMS AND CONDITIONS 10.
ATTORNEY IN FACT
Owner hereby assigns Catamaran Charters as it’s agent and attorney in fact with full authority to act for and on behalf of Owner and in Owner's name in managing, operating, chartering, maintaining and safeguarding the Yacht during the term of this Agreement. 11.
Either party may terminate this agreement upon a ninety day written notice by registered mail to the other party under the condition that Owner will honor all future charters already booked on Yacht and/or will agree to pay any and all additional costs incurred by Catamaran Charters due to such termination. Said additional costs include but are not limited to charterers’ airfares to other fleet locations, additional cost of chartering outside yachts, additional upgrading cost of chartering larger yachts due to unavailability of equivalent yachts in Catamaran Charters fleet and full or partial reimbursement of charter price and the loss of income to Catamaran Charters caused by the aforesaid. Either party may also terminate this Agreement by written notice to other party in the event either party has filed a
petition in bankruptcy, or has made an assignment for the benefit of creditors, or has taken advantage of any insolvency act. In the event of termination by Owner under this paragraph, the remedies due Catamaran Charters shall be the same as under the ninety-day termination clause. The termination of this Agreement will not alleviate the Owner of his obligation to honor all charters reserved by Catamaran Charters for which deposits and/or payments have been received by Catamaran Charters nor shall termination relieve the Owner of any liability or obligation accumulated hereunder prior to the effective date of any termination. At the end of any applicable termination notice period, Catamaran Charters shall thereupon release custody, possession and control of Yacht to Owner at the location at which Yacht was based at time of notice upon full payment in cash of any outstanding amounts due to Catamaran Charters. 12.
ACTS OF GOD
Catamaran Charters will not be liable for any damages or losses of any nature whatsoever suffered or incurred as a result of any delays and failures in performance due to any cause or circumstances beyond its control, including, but not limited to, any such delays or failures in performance caused by fires, strikes, acts of God, riots, civil or military interference, compliance with laws of any governmental authority or public policy, avoidance of the violation of the legal rights of others, delays in transit or delivery on the part of transportation companies or any failure of resources or material sources. 13.
Catamaran Charters makes no warranties, guarantees, or representations hereunder, express or implied, with respect to the performance of the Yacht. 14.
This Agreement will not be assignable by either party without prior written consent of the other party, except that it may be assigned without such consent to the successor of either party, or to a person, corporation, or entity acquiring all, or substantially all, of the business or assets of either party. No assignment of this Agreement will be valid unless and until this Agreement will have been assumed by the assignee. When assigned in accordance with the foregoing, this Agreement will be binding upon and shall inure to the benefit of the assignee. 15.
The laws of the BVI shall govern this Agreement irrespective of method or place of delivery or payment. 16.
In connection with any litigation relating to or arising out of this Agreement, the prevailing party will be entitled to recover reasonable attorney's fees and costs. However, both parties agree to first seek solution through the service of arbitrage. 17.
The above and aforesaid represents the entire charter management agreement between the parties and no other representations, either written or verbal, shall alter, modify or enlarge it, without express written consent of both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above: Witness: