COMMITTEE ON ECONOMIC DEVELOPMENT, TECHNOLOGY AND AGRICULTURE

BILL NO. 29-0019
Twenty-Ninth Legislature of the Virgin Islands

February 16, 2011

An Act to transfer the ownership of the West Indian Company, Ltd. from the Virgin Islands Public Finance Authority to the Virgin Islands Port Authority and other related purposes

PROPOSED BY

Senators Carlton “Ital” Dowe, Celestino A. White, Sr., Ronald E. Russell and Sammuel Sanes

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WHEREAS, in accordance with Title 29, chapter 10, section 543 the purpose of the Virgin Islands Port Authority (“the Port Authority” or “VIPA”) is to “to establish, acquire, construct, develop and improve, own, operate and manage any and all types of air and marine terminals; to control the harbors of the United States Virgin Islands other than controlling the mooring and anchoring of vessels as defined in Title 25, chapter 16, Virgin Islands Code; and to make available the benefits thereof in the widest economic manner, thereby promoting the general welfare of the people of the Virgin Islands and increasing commerce and prosperity”; and WHEREAS, the Port Authority operates, manages, and controls the harbors of Frederiksted and Christiansted in St. Croix, Cruz Bay and Enighed Pond in St. John, and those throughout St. Thomas, and owns and operates substantially all of the commercial ports in these harbors except the West Indian Dock in the St. Thomas Harbor; and

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WHEREAS, the West Indian Company Ltd (“WICO”) was bought by the government of the Virgin Islands in 1993 pursuant to the purchasing power granted to the government in Act No. 5826 and is now owned and operated as a wholly owned subsidiary of the Virgin Islands Public Finance Authority (“PFA”) which is its sole shareholder; and WHEREAS, WICO operates only the West Indian Company Dock in the Harbor of St Thomas, which facility is the primary cruise ship dock in the Territory; and WHEREAS, the global financial crisis and the Great Recession have affected the Virgin Islands just as they have impacted the Nation and the world leaving the Territory in a financial and budgetary crisis of unprecedented proportions; and WHEREAS, this economic, financial and budgetary reality has focused the attention of all branches of government on the need for increased frugality, efficiency and restraint; and WHEREAS, the division of responsibilities between the West Indian Company Ltd and the Port Authority operates at the expense of a fully integrated, Territory-wide policy for the development and coordination of operations of the Territory’s cruise ship ports and facilities so as to maximize the return to the Territory as a whole; and WHEREAS, the legislature finds that there is unjustifiable duplication, unnecessary division of focus and coordination, as well as a bifurcation of purpose that results from the continued existence of the West Indian Company, Ltd. as the operator of the primary cruise ship dock in the Territory; and WHEREAS, the legislature finds that effecting a consolidation and assimilation of the functions and duties heretofore being performed by WICO into the Port Authority will best serve the public interest of the Virgin Islands in having unified management of its harbors and ports; and

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WHEREAS, the legislature believes that this consolidation may be achieved in such a way as to not unduly and unreasonably impact the livelihoods of those employees presently employed by WICO; and WHEREAS, no unionized person presently employed by WICO will be terminated or laid off for reason of this consolidation; Now, Therefore, Be it enacted by the Legislature of the Virgin Islands: SECTION 1. (a) The Virgin Islands Public Finance Authority (“PFA”) is hereby

authorized to make all necessary arrangements for the transfer, conveyance, or distribution of all of its right, title and interest in the outstanding shares of stock representing 100% of the ownership of the West Indian Company, Ltd. (“WICO”) to the Virgin Islands Port Authority (“the Port Authority” or “VIPA”) without delay, and to effect such transfer, conveyance and distribution in accordance with all of the procedural and governance requirements of the PFA. (b) In affecting this action, the PFA shall confirm and restate, as is necessary and

proper, any guarantees or assurances it has provided to third parties with respect to WICO so as to assist and facilitate the change of ownership and management contemplated in this legislation. SECTION 2. (a) The VIPA shall receive and accept the transfer and conveyance of the shares of stock of WICO and as sole shareholder of the entity assume all of the rights, duties, obligations, powers and responsibilities of ownership and commence forthwith to manage the assets acquired with the transfer for the purposes for which the VIPA was created and with which it is charged by law. (b) To the extent required, this legislation shall serve as a specific grant or extension

of power and authority to the VIPA to hold as shareholder the shares of stock representing the ownership of a corporation incorporated in the Virgin Islands where such corporation was not created as, nor is operating as, a public entity.

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(c)

Upon receipt and acceptance of the transfer and conveyance of the shares of stock

of WICO and the assumption of all of the rights, duties, obligations, powers and responsibilities of ownership VIPA shall ensure that no unionized person presently employed by WICO is terminated or laid off for reason of this consolidation and assimilation of the functions and duties heretofore being performed by WICO into the Port Authority. SECTION 3. Not later than one hundred twenty (120) days after the enactment of this legislation, the Port Authority shall provide to the Legislature a report on the actions it has taken and the plan it developed to implement the consolidation and assimilation of WICO into the Port Authority as set forth by this legislation. SECTION 4. Upon the transfer of the ownership of WICO, the Port Authority shall promptly, and in not more than 90 days, cause WICO to transfer to the Department of Property and Procurement all of the right title and interest that WICO has to the real property and all of the personal property, furniture, fixtures, equipment of any and all kinds located at or pertaining to the property known as “Denmark Hill” in Estate Catharineberg, by whatever deeds, bills of conveyance or other writings are deemed necessary and proper to affect the conveyance to the Department of Property and Procurement. The property shall be held, maintained, and operated by the Governor in the name of the Government of the Virgin Islands. BILL SUMMARY This Bill transfers the ownership of the West Indian Company, Ltd. (“WICO”) from the Virgin Islands Public Finance Authority (“PFA”) to the Virgin Islands Port Authority (“VIPA”). Section 1(a) provides authorizes PFA to transfer, all of its right, title and interest in the outstanding shares of stock representing 100% of the ownership of the WICO to VIPA. Section 1(b) provides that the PFA confirm and restate, as is necessary and proper, any guarantees or assurances it has provided to third parties with respect to WICO to assist and facilitate the change of ownership and management contemplated in this Act.

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Section 2(a) mandates that VIPA receives and accepts the transfer and conveyance of the shares of stock of WICO as well as assume all of the rights, duties, obligations, powers and responsibilities of ownership and manage the assets acquired with the transfer. Section 2(b) extends power and authority to the VIPA to hold as shareholder the shares of stock representing the ownership of a corporation incorporated in the Virgin Islands where such corporation was not created as, nor is operating as, a public entity if needed effect the transfer of stocks and rights. Section 2(c) ensures that no unionized person presently employed by WICO is terminated or laid off for reason of this consolidation and assimilation of the functions and duties heretofore being performed by WICO into the Port Authority. Section 3 mandates that VIPA provide to the Legislature a report on the actions it has taken and the plan it developed to implement the consolidation and assimilation of WICO into the Port Authority no later than 120 days after the enactment of this Act. Section 4 mandates that WICO transfers to the Department of Property and Procurement all of the right, title and interest that WICO has to the real property and all of the personal property, furniture, fixtures, equipment of any and all kinds located at or pertaining to the property known as “Denmark Hill” in Estate Catharineberg and provides that the property be held, maintained, and operated by the Governor in the name of the Government of the Virgin Islands.

BR11-0225/February 15, 2011/TF