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Business Plan For the
Bar Anchor Tee Oyster Ranch Ltd. BC O974324
Integrated Natural Resource Management from the Top of the
Mountain to the Bottom of the Sea.
The Company that is Saving the Olympia Oyster by being
Environmentally Positive and not just Friendly.
Michael Thurber Owner
(The Oyster Whisperer)
Unit A – 542 Spitfire Drive
Comox, British Columbia
V9M OA1
Phone: 250-941-1220
email: [email protected]
April 1, 2015
Page 2
2. Table of contents
3. Executive Summary
4. Business Profile
5. Mission Statement
6. Company History/ Background
7. Company Objectives
8. Forecasting Sales
9. Start-up Expenses
10. Cash Flow Work sheet
11. Income statement
12. Cost of Goods Sold
Silverado Beach Partnership Agreement
Powerful Viking
Shore Keepers
Stream Keepers
Resume of Michael Thurber
Mineral Rights, Oil & Gas in Alberta
3. Executive Summary
The BAR ANCHOR TEE OYSTER RANCH Ltd. Is a start-up company that
recently incorporated, BC O974324.
The Ranch will be specializing in Integrated Natural Resource Management
from the Top of the Mountain to the Bottom of the Sea.
The Company that is Saving the Olympia oyster and the Environment
By addressing several key environmental concerns with innovative
methods and equipment and by teaching and consulting.
* Starting with the repatriation of the Olympia oyster Ostrea lurida with a
customized hatchery operation and farming lease sites, both beach and deep
water. This is first as it has the highest income value of all the projects with the
production of 100 million oyster seed per year worth up to $650,000.00 seed
value at start up. In three years, 100 million mature oysters are worth
$10,000,000.00.
*The management of “Ocean Acidification” with natural conditioning of pH
levels is done with the use of aquatic plants to address Carbonic acid creation.
* Then after two years start the “Open Ocean Ranching of Salmon” with
an extremely innovative hatchery and release with a 3% return to the hatchery
with 97% supporting the ecosystems and commercial and sports fisheries.
These are environmental projects that the Ranch has researched and will
address as a viable business.
The Olympia oyster is a species of concern and of superior value and
market quality. At present there is no commercial hatchery producers in Canada
of this indigenous species of oyster. The Ranch will build a customized hatchery
for the Olympia oyster that is capable of annually producing 100 million oysters
with a brood stock of 3000+ oysters.
The concept of “Open Ocean Ranching of Salmon” was designed by the
Ranch to address several environmental and water quality concerns caused by the
present Salmon “net-pen” farming industry. It has been noted by the writer that
an oyster shoal in association with a net pen operation does not spawn due to
environmental impact of the salmon farm. The first model is being put together at
Cook Creek, Baynes Sound and the Ranch is only consulting to the land owner at
this point on this pilot project.
To address Ocean Acidification the Ranch will repatriate the lost kelp
forests in many locations as it is an important habitat requirement for many
species and water quality. At present for example, the Bayne Sound shellfish
industry is hurting due to pH water quality issues. The two hatcheries present in
Deep Bay are both having issues due to water quality. The livestock losses have
been major due to water quality. The Ranch is in the process of bringing forth a
plan to naturally condition the water with kelps and farmed selective algae
blooms to address the Carbonic acid and bring the pH back to healthy levels. The
designs are practical & simple, as are the methods and the physical infrastructure
is already in place on most deep water leases. With a few modifications each
operator can protect their operations by adopting “Integrated Mari-culture” into
their aquaculture operations. The Ranch will assist as a consultant contractor for
the design and survey work for each operator as to the best installation of the
kelp beds associated with their shellfish farms weather as a beach lease or deep-
water lease.
The combination farming of Sea vegetables & shellfish & Salmon will
diversify the farms that exist and bring in a new era of farming that is positive
towards the environment. This is required as the draw on the natural resources is
becoming too heavy for the environment to recover annually. This has caused a
depletion of plant mass in the water to uptake the carbon. Thus the carbon
becomes carbonic acid and the pH changes and the economics of shellfish farming
ends.
4. Business Profile
The Bar Anchor Tee Oyster Ranch Ltd is incorporated (BC
0974324). The Ranch carries the Thurber family livestock brand and will operate
as a west coast environmental steward for profit with the mantra:
“Integrated Natural Resource Management from the Top of the Mountain to the Bottom of the Sea”
Products:
Olympia Oysters, Salmon, Sea vegetables and other marine food products.
Services: Custom shellfish hatchery contracts, Marine survey & Consulting, educational and
environmental training and research.
The primary livestock is the indigenous species; Olympia oyster (Ostrea
lurida) that is on the “Species at Risk List”. The Ranch will raise them for several
reasons that includes “90% for profit & 10% not for profit”. But primarily to save
the species and to fill a market requirement of higher quality oysters grown
locally. At present the local production is a low quality / mass production of
Japanese/Pacific Oysters (C. gigas) that where introduced in 1901. They out
competed the indigenous species after over harvesting for habitat and market
and causing a major drain on aquatic resources. By raising the smaller more
valuable Olympia oyster the water qualities will improve and the local economy
will flourish with the Ranch’s methods of farming.
The Ranch will attempt to introduce advanced farming practices of
“Integrated Mari-culture” to the local shellfish growers. This will help protect their
shellfish farms from over foraging the algae causing pH issues “Ocean
Acidification” which is primarily caused by Carbonic acid. This will be addressed
with micro & macro algae. The growing of algae in conjunction with shellfish has
many positive environmental and economic factors to the shellfish industry with
one being pH control naturally along with being a reliable healthy food source for
the oysters.
As the algae levels reduce, the up-take of solar energy is reduced and the
energy remains in the water column thus the area is warmed. With the algae
using the energy of the sun to utilize the carbon in the water column. The energy
is absorbed into the food chain and dispersed. Without the algae the energy
starts a chemical reaction instead of a organic reaction. The energy creates
carbonic acid and heat is product. This starts to warm the water causing major
environmental scenarios that are not to the advantage of mankind.
With the Olympia oyster research done before 2000, and designing of a
hatchery system in 2001 for them specifically, which produced 2,000,000 young
oysters. This has led to the new hatchery design that will produce
100,000,000 oysters (50X) more than the first prototype. The controlled spawn of
500+ female oysters per year is a realistic production goal. Having the shellfish
leases to raise this many oysters is a present concern as one hectare of beach can
raise 500,000 oysters and one hectare of deep water can raise 2,000,000 oysters.
Hatchery operations are starting again as the Bar Anchor Tee Oyster Ranch
Ltd. Incorporated business (BC O974324). At the time of this writing the
acquisition of the original beach – Silverado (1.74 hectares), has been successfully
managed with terms of partnership. The original 23 foot welded aluminum
commercial oyster harvesting boat ( CO 1883BC) is being cleaned up and serviced
to be put back in the water after being ashore for 14 years, this will be done by
June 2015.
Sales contracts are being negotiated with CN shellfish Farms in Baynes
Sound – (Nam T. Lao) who want to handle the sales of all the Ranch Olympia
Oyster product that can be produced for market. The length of commitment is the
question at this time as the Ranch only wants a 3 year commitment at
$650,000.00 per 100,000,000 3 mm. seed.
The Vessel “Powerful Viking” is to be the platform for the hatchery.
This is ideal as it also can be licenced as a
commercial processor of shellfish and can produce feed algae to maintain the
hatchery tank farm on board. Today’s asking price on market is reduced to
$50,000.00 from $150,000.00. The Ranch has made arrangements for $35,000.00
offer. Funding is required in two weeks. It presently has 40,000 litres of fuel on
board, and will need another $35,000.00 over time towards repairs to the vessel
and $25,000.00 for hatchery construction and possible the construction of a
certified processing station on-board for another $25,000.00 = ($120,000.00).
As of March 16, 2015 arrangements were made to purchase the
Vessel for $20,000.00 cash. Sight unseen, as is where is. Funded by the
sales of Ranch Shares to a Canadian Investment Group – Woods Power
Group Ltd. As per the offer to the Dragons Den. There is extensive work
to be done on this vessel to bring it back into service as reflected in the
price.
First is the deck which needs to be repaired and rebuilt as a wood
deck. Second is the main and five diesel service engines need to be
refurbished with fresh oil and filters and slowly fired up as they have
not been turned over for three years.
Third the hiring of a “honey truck” to remove all the bilge water
from the hull.
Forth the re-installation of the electronics and certified.
Fifth the fuel on board has to be tested and filtered and all lines
and filters inspected.
Sixth the firing up of all engines and systems for a 12 hour hot
test, followed by a full engine oil inspection.
Seventh Change out all water in tanks, clean tanks and refill with
fresh water.
Eighth put in dry dock and clean hull and re-zinc and bottom hull
paint.
Ninth make ready to leave Vancouver on route to Nootka Sound
with Broodstock on board and algae tanks in production.
5. Mission Statement
The company that is saving the Olympia oyster by being
environmentally positive and not just friendly.
The Ranch will be constructing and operating customized mobile aquaculture
hatcheries. The first being the Powerful Viking. The shellfish hatcheries are
specifically designed for the Olympia oyster and can handle other species for
contract spawning’s.
The hatcheries are designed on floating platforms such as older retired
commercial fishing vessels and barges. This plan has many advantages:
1: Primary reason is reduced stress on young oysters which is inherent to land
based hatcheries.
2: The ability to avoid poor water quality and move to premium water qualities.
3: Security for the hatchery by having it in remote locations away from public use
areas. The avoidance of two and four leg predators.
4: Costs of pumping fresh saltwater (deep-high salinity) up to a land base
hatchery.
5: No expensive beach-front real estate required.
The Ranch will be doing consulting and mentoring of existing aquaculture
sites under contract and addressing environmental concerns for pay as the old
model of shellfish farming is becoming environmentally unviable.
The Ranch will be requiring several grow out areas to handle the volume
from the hatcheries. Each site will have a combination of Beach leases and Deep
water leases and other property assets that will be required by the Ranch, within
several Inlets of the coast, starting in Nootka Sound. The acquisition of existing
leases is important as to have immediate income from the standing stock. In
Nootka Sound the plan is for the following beaches; Silverado, Kleeptee, Nesook,
Hisnit, Mooyah Bay, Allman Lagoon entrance, etc…. These sites will be expanded
into modified integrated mari-culture sites.
BEACH & DEEP WATER SITES
Silverado Beach, Kings Passage, Nootka Sound
On February 20, 2015 Silverado Beach became the first beach in the
inventory of the Ranch. This beach has a $35,000.00 + inventory and was first
surveyed in 1995 by Michael Thurber working for his father Rod Thurber and his
Partner Dr. Vance Lipowski for Nootka Sound Shellfish Ltd. The management of
this beach by the Ranch is for terms with the present owners, (Walter & Joan
Barbara Belobaba) with a full buy-out in five years and final payment of
$10,000.00 on May 30, 2020 by partnership contract. On February 20, 2015 the
Partnership Agree for ½ interests and managing share of Silverado Beach, Kings
Passage was signed. Agreement is attachment #1.
Three clear samples – two weeks apart will have to be obtained and
submitted to DFO in order to start harvesting Silverado Beach. The Beach has
been in neglect and repairs and maintenance work has to be done to equipment
and livestock. First harvest is scheduled for a November start.
This is also a site that will be expanded on, to include “Open Ocean Ranching
of Salmon”, which will be the best “Ranched Salmon” on the market. This is a
salmon farming practice that is based on a 3% return of salmon back to the
Ranch. The project goal is to release 1,000,000 Salmon fry per year with up to
30,000 fish returning for harvest to the Ranch. As a past member and director of
Shore keepers and Stream keepers Societies the knowledge and experience in
wild fish habitat enhancement and animal renewal for recovery of a species is
cutting edge that the Ranch possesses. This is a secondary project of the Ranch
that needs to be introduced carefully and will not be part of initial investment and
will be part of the expansion plans of Silverado & Nesook for Integrated Mari-
culture. The Ranch will use uniquely designed equipment that will become the
norm in the near future so patents will be required to protect the investment
values.
Nesook Bay Deep water
The next site this year, will be Nesook deep water lease which has 200
strings at $35.00+ = $7,000.00+. The asking price today is $60,000.00. This site is
targeted for moorage for the first hatchery vessel and road access to market with
some modification to the lease agreements. An offer for purchase was made on
March 16
The systematic acquiring of new sites will start with Kleeptee, survey and
application will be next for $7,500.00. Then Hisnit and Mooyah and Gore Island
and other new beach and deep water lease applications. In total the Ranch will
have 47 leases around the Nootka Sound area in five years serviced by two
hatcheries producing 100+ million oysters annually with a farm value of $ 00.10
(ten cents) each = $10,000,000.00 gross per year.
Each and every beach site will be stocked with Olympia Oysters for
repatriation along with C. gigas (Pacific Oyster) and clams and sea vegetables for
cash crops while the Olympia market is established again under the Ranch name.
Once the Olympia market is re-established the production of C. gigas will end and
they will be removed from most sites.
The Ranch is also mandated to be an “Environmentalist” in that it
will address endangered species and habitat protection issues on a
corporate level.
Also the Ranch will mentor new and existing farm operators with
support and education that will start the reversal of the harm that we
have produced to our Oceans.
With the environmental concerns of lost habitat and “Ocean
Acidification” and harmful commercial farming practices, the Ranch has
developed new farming practices and equipment that will reverse the
harmful effects done by mankind and repatriate Olympia Oysters back
onto many beaches of British Columbia. And will be starting new
systems for the rearing of Salmon to replace Salmon pen farming
methods.
6. Company History / Background
This is an Aquaculture venture that started planning in Nootka Sound in 1995.
Designed as a Ranch style business model that will also be used as a training /
consulting venue to introduce new farming & business practices to a new
generation of farmers and retrain the old Canadian farmers. With new
environmental concerns and other variables, the present-day recognized farming
practices are no longer viable. And with new environmental concerns such as
ocean acidification, global warming and other aquaculture variables, a new
format of farming must be introduced that addresses these concerns, and the
Ranch does address these concerns.
The Ranch will be multi-functional, with multiple incomes.
My education and experience: I‘m farm raised and have always been
involved in fish habitat and environmental health with my father. In 1995 I
worked for my father and his partner Dr. Vance Lipowski who was professor of
marine economics at Simon Fraser University. We were doing a private feasibility
contract for Kevin Vautier in Nootka Sound and apply for the Crown Assets to
start up Nootka Sound Shellfish Ltd. It was at this time I recorded Ostrea lurida at
concerning low levels, and took particular note of them on every following
contract on the coast. In 1997 after the loss of my two mentors, I attended
Malaspina’s Fisheries & Aquaculture program to learn more about micro biology
and shellfish and fluid mechanics with the focus on Olympia oysters. I identified
the local oyster (Olympia oyster, Ostrea lurida) as endangered and started to
work on their problem in Nootka Sound where they were in major decline due to
a pulp mill which had recently shut down. After two years of research and many
dead oysters, I designed a hatchery system uniquely for this oyster in 1999 and
using stock from the small local shoals tested the hatchery which produced two
million oysters from 24 females. Further improvements have been made that
allow for mass production of this sensitive animal.
This is a major project and the start of the Ranch. My public involvement as a
volunteer as past member of the Gold River Stream Keeper Society and a
founding Director of the Gold River Shore Keepers Society. These two Societies
have melded into the “Nootka Sound Watershed Society” which the Ranch is a
corporate member. I was also helpful with the start-up of the National Junior
Shore keepers program which is aimed at the National school system. Over the
years I have done countless marine surveys and have a unique understanding of
beach habitat and conditions for what lives there and what could live there and
what should live there. I have surveyed over two hundred & sixty sites that I have
particular interest in for the Ranch on Vancouver Island and the coastal mainland
and surrounding local Islands for repatriation and cultivation.
First and foremost is the Olympia Oyster Project.
These are a highly prized premium oysters that are on the endangered & species
of concern list. The Ranch has a specialized hatchery design that is successful in
producing viable Olympia seed in volume. This is because of the unique research
done in the late 1990’s in Gold River that was successful. The deconstruction of
the original floating hatchery in 2002 by the breakdown of the marital partnership
was a major set-back in the recovery of the species.
NESOOK Deep water Oyster Lease, 2- 600 meter float lines on 15 hectares with
¼ hectare on shore for equipment storage etc. and safe moorage for a hatchery
vessel.
Aquaculture leases are required, and after many considerations it is
recommended that existing shellfish farms should be acquired as to produce
income from the start. Also to avoid the lengthy application process for new
aquaculture lease sites of a minimal six months+. Upon consideration of many
variables it is decided to acquire the Nesook deep water lease that is failing to
produce due to the high fresh-water lenses at the 15 hectare site. Please note
that it is the Ranches opinion that this is not a suitable grow out site. But is ideal
for the hatchery site and service site and road access for the Ranch. The Nesook
lease is offered for $60,000.00 but is not worth that value as a suitable grow out
site. The Ranch will offer up to $45,000.00 to the present owner Paul Nuttal and
his wife Jane of Campbell River and their partner Tom Tobacco.
The Nesook lease will accommodate the moorage of a “HATCHERY VESSEL”.
SILVERADO Oyster Lease, Kleeptee Beach, Gore Island
Silverado is a rare premium grow out site for the Ranch for many reasons. The
salinity and mineral levels are ideal for quality flavour and taste that is the target
flavour of the Ranch for the market oysters. This beach lease is now owned in
partnership with Walter & Joan Belobaba of Qualicum Bay and is on the south
side of Kings Passage, Nootka Sound area 25/3. At low tide there is a steep drop
off which creates a strong mineral upwelling that increases the flavour quality
that I identified in 1995 as a premium flavour that is going to win awards.
Investment Breakdown of needed funding from Community Futures
Request value purchase offer
Nesook Deepwater lease $60,000.00 $30,000.00
Silverado $60,000.00 acquired for $10K in 5 years
Powerful Viking $50,000.00 acquired for $20,000.00
Kleeptee, Hisnit, Mooyah Bays etc. $7,500.00 each crown land application
Operating costs, materials, fuel, wages, repairs, fees $50,000.00
This will be offset by income by the Ranch in oyster sales, clam sales,
hatchery seed sales, and general sales, wild picks, and contract consulting and
equipment sales. And the business of purchasing and shipping as a buyer.
To-date presales of hatchery seed stock is valued at $650,000.00 with
cnshellfish farms for 100,000,000 oyster seed.
In general the Ranch will be acquiring several dysfunctional & functional
farm sites and upgrading them under management of the Ranch to handle stock
production levels of 100,000,000 oysters per year.
Assets and investments of the Ranch portion of the investment are as follows:
Sale of 49% of shares to Woods Power Group, Ontario limited $550,000.00
Incorporation on July 2, 2014 in Parksville $1,112.90
TD Canada Trust Business Accounts
Mineral & Oil Rights in Alberta $75,000
22 foot welded aluminum oyster boat, 110 hp. Jet & Prop. Out-board $7,500
BMO Mastercard $1000
CapitalOne Mastercard $300
Customized oyster equipment $7,000+
Customized hatchery equipment$ 4,000+
Olympia oyster Broodstock? 4800 + Animals =???
Advertising on the Dragon’s Den filmed April 2014. Aired February 18,
2015, Season 9, Episode 15, $8,000 cost. Value +++++priceless.
The payback plan, Three and a half years: Fact, it takes three
years to grow an oyster to market, so the income from day one operations must
come from standing clam & oyster standing stocks and seed and consulting and
equipment sales, also income from wild picks, education and tourism. The
operation of the hatchery is the first priority with the conditioning of the
Broodstock for spawning. The first year spawnings already have buyers for
102,000,000 oysters of varying size and species. 2 million ½ inch C. gigas to
Nootka Sound Shellfish for approx. $60,000.00 and 100 million Ostrea lurida to
CCshellfish farms at a prorate for volume that is to be negotiated at approx.
$650,000.00.
The Silverado Site has $20,000.00 in clam stock and $15,000.00 in oyster
stock ready for market this winter with some beach maintenance work. The
oyster stock at Nesook once acquired, must be moved to Silverado to finish off
growth in higher salinity water, as Silverado is only a beach lease. And the
suspension oysters from Nesook must be laid on the beach for at least 3 months
to finish off fattening up before being shipped to a shucker house for processing,
with 200 strings X $35.00+ = $7,000.00 +/-. Meanwhile the float system at Nesook
will be converted to a Thunderbird tray system & “Flupsy style raft” system from
longline system. This will increase the amount of juvenile (Singles) stock to be
started at this site.
Nesook is a protected Bay area in many ways. With the higher fresh water
content, many harmful algae and bacterium cannot get access to the shellfish
stocks there, thus reducing the stress on the young population there. Though
grow rates are below average, protection and disease free location are important
for young stock to start for six months before being put to another deep water
site for feeding and then on the beach for “cup” and shell development and last
year of final growth at Silverado Beach and harvested as a “Silverado Oyster”
grown by the Bar Anchor Tee Oyster Ranch Ltd.
Once the Patent applications are in place, the hatchery will be open to work
experience students, and tours in general to the public upon appointment. This
will offset some of the operating costs and start the public education portion of
the Ranch’s extended Mission Statement.
The value of the Patents is unknown at this time and the potential income,
but the franchising of the Ranch model is a marketable asset once set up and
operating. And the Ranch will finance franchises under the Ranch name of Bar
Anchor Tee Oyster Ranch Ltd.
The Patents must be in place before the Ranch can release details of
designs and equipment details. As this is new technology & methodology that is
unknown to the aquaculture industry to date. It is why the Ranch is capable of
successful spawning of Olympia oysters and capable of handling less sensitive
species of shellfish for spawning like Pacific oysters and clams.
The first year productions will be primary contract sales as to raise funds for
aggressive expansion, with tentative agreements for 102,000,000 to-date due to
viewing of the Dragon’s Den on February 18. With 2 million ½” seed C. gigas to
Nootka Sound Shellfish for $50,000+ tentatively. And 100,000,000 Olympia oyster
seed to “cn shellfish farms” details to be discussed with values around 1/2 million
dollars annually. Seed production for the Ranch will be the same, for a total first
year production of 202,000,000 oyster seed of two species. The hatchery just
became larger with fulltime vs part time staff 24/7 due to increased pre-sale
order demand as of February 20, 2015. The hatchery will be operation at double
capacity, as designs where for production of 100,000,000 per year by two + staff,
so redesigning & restructuring of the hatchery is required to meet the volume of
pre-sale orders that have come in as of late February 2015. It is estimated that
sales demands in excess of 400,000,000+ oysters maybe realistic.
The identification & tagging in the hatchery of individual Olympia Broodstock
oysters is important for record keeping and maintaining which sex the Olympia’s
are changing too annually, and the tracking of genetic variance as brood stock
from differing locations have different qualities. The Olympia oysters change sex
each breeding season as to allow recovery of the females from the stress of being
larval producers of 200,000 live young, verses just producing eggs only like the C.
gigas oyster.
Olympia oyster (Ostrea lurida) hatchery sales are at farm gate to approved
buyers only.
Setting larval spat 1,000,000 is $4,500.00 pickup at farm, no warranty.
3mm seed per 1,000,000 is $8,500.00
10 mm seed per 1,000,000 is $75,000.00
1000 count 10mm seed bag is $60.00
1 year juveniles (1200) is $125.00, $1.25 per dozen
2 year juveniles (1200) is $175.00, $ 1.75 per dozen
3 +year mature $15.00 per dozen farm gate
3 +year mature $90.00 per 10 dozen farm gate, $9.00 per dozen
Ranch custom selects premium Broodstock are $15.00 each
Pacific Oyster (Crassostrea gigas) hatchery farm gate sales
Larval seed 1,000,000 is $3,200.00
3mm 1,000,000 count is $7,500.00 screened sizing
10 mm 1,000,000 count is $35,000.00 screened sizing
Other shellfish seed sales by agreed and signed contract and deposit.
All sales are farm gate pricing with delivery, taxes and guarantees extra.
Due to the confidential nature of some of the Ranches methods
and equipment, a confidentiality agreement must be signed if detailed
confidential secret information belonging to the Ranch is to be
discussed and viewed. The spawning tanks, setting tanks, sexing table,
site designs and innovative farming practices are all proprietary to the
Ranch.
7: Company Objectives
Address environmental concerns on a commercial level as to have
the funds to continue with species and habitat work without relying on
government funding which is not always available. To have the funds to
manage habitat for endangered species and to control and protect the
habitat under the Ranch’s management as a commercial
environmental-steward.
8: Overview of Industry
Last year several shellfish farms lost millions of livestock due to
water quality issues. For example, Island Scallops lost 10 million
animals. This is becoming the norm for several of the inside shellfish
growers. The hatchery operators are having issues also. The purchase
of “Fanny Bay Oysters” by Taylor Seafood Company from the USA is
going to play a large part in the local marketing of product and will
become a major competitor of the Ranch in time. But a health
competitive market is a good scenario as it brings the quality and
demand up. The Shellfish Growers Association had sales of
$36,000,000.00 which is a half of what it should be. The Ranch is
looking to market $10,000,000.00 per year at full capacity, thus 1/5 of
the market share in time. This is an aggressive plan that relies on major
hatchery production of a minimum of 100,000,000 oysters per year plus
seed sales over and above.
9: MARKETING PLAN
Well the old saying of “build it and they will come” is quite true. With the
majority of shellfish hatcheries having issues due to water quality - pH levels, the
demand for seed stock is over-whelming. The design of being an off-shore
hatchery is by design as to guarantee a variety of differing water qualities which
have shut down the competition. If the water turns bad, move!! At present the
Ranch has standing orders for seed prior to construction of the hatchery.
The Olympia oyster is a superior quality oyster in flavour. And it is a small
oyster, this has benefits as to feed requirements and shipping costs. It is also on
the “Species of concern” list which makes it an animal that can get government
funding as to absorb some costs of production. 10% of the oysters produced will
go towards repatriation of the species as to qualify for matching funds. Also the
promotional value of “SAVING” the oyster is of premium value.
On February 18, 2015 the CBC TV show “Dragons Den” aired with the Bar
Anchor Tee Oyster Ranch Ltd. Promoting and requesting $550,000 for the
Olympia oyster hatchery operation and shellfish leases. This produced a public
introduction and awareness of the oyster to the public and helps promote the
Ranch as the only Canadian producer of this endangered high quality oyster
species. The public promotion of the oyster will continue as the “Oyster
Whisperer” has more public venues open up as an environmentalist and Seafood
Chef. The promotion of the Bar Anchor Tee Oyster Ranch will continue as being
environmentally positive in saving species and habitat and introducing new
farming practices for healthier - natural production of Seafood.
.
Once operations are securely started with the Olympia oyster. The Ranch
will launch the “Open Ocean Ranching of Salmon”. This is to produce a superior
“free range” farmed salmon. And bring about the licencing of “Integrated Aquatic
Farming” Mari-culture. This includes the production of Sea-vegetables that will
have a dual purpose also to provide habitat for young salmon and water
conditioning (pH Control) for the shellfish.
A proto-type working model of “Open Ocean Ranching of Salmon” is being
started up discretely in Baynes Sound at Cook Creek. This is to introduce the
Ranches design of all natural hatchery - release system of salmon to the open
ocean. The salmon (3%) will return to the hatchery for harvesting and selection
for breeding naturally. The Ranch is working as the designer/ environmental
consultant to the land owner on this project. With the goal to introduce the
farming practice of open-ocean ranching of salmon and natural water-quality
management and habitat cultivation.
The Ranch as a forerunner of new aquatic farming practices will receive a
lot of public interests in the form of news releases and promotional air time and
magazine coverage.
TARGET MARKET
The primary market and income is from commercial farmers for seed stock. The
mature stock will be contract sales to the Asian market with a small percentage
retained for the local markets for the promotion of the Native indigenous oyster
marketed as “Silverado Oysters” by the Ranch. As a shellfish seed producer, the
market is in heavy demand for healthy seed at present. By being a mobile
hatchery the Ranch can target healthy water & feed conditions for the hatchery.
Soon the other operators will catch on to this advantage and the Ranch will then
go to mature market oyster sales. But at present seed sales are in high demand.
A marketing broker will have to be retained as the time requirement and the lack
of experience for the Ranch to handle on start-up is too great.
Some direct sales of premium market oysters to local venues must be done as to
continue with the promotional value of the oyster products and eventually the
other Ranch food products. This will be as a weekly delivery system of orders with
pick up of supplies for the Ranch on the return trip.
LOCATION
Nootka Sound is the start-up location for a variety of reasons. First and
foremost is water quality, water quality, water quality and temperature. Nootka
Sound is also an “out flowing” Inlet in that surface water only flows out regardless
of tides. This is helpful as to reduce man-made issues of pollution and harmful
natural factors that might enter the Inlet. With the shutdown of the Gold River
pulp mill, the water quality has come back to historic levels that will safely
produce Olympia oysters again. There is also the extensive variety of smaller
inlets that each have small pockets of Olympia oysters for Broodstock. There is an
abundance of close proximity high quality beaches and deep-water shellfish sites
available for purchase and application for Crown Land use for expansion.
Versus the in-side waters which are having pH issues due to a variety of
reasons that include high density shellfish farms that are eating all the algae in the
water column. This is not true on the outside of Vancouver Island in Nootka
Sound with higher salinity and cooler waters. Over the years most of the inside
farmers tried to farm the Westcoast of the Island with major equipment losses
due to rougher water and storms off the Ocean directly. Also lack of security and
went back to the protected waters on the inside. Other sites have been surveyed
and will be expanded into as operations grow and require differ waters such as
Nigei Island / Clam Cove for rich nutrient feeds of young oyster stock feeding.
Booker Lagoon for cold water conditioning and grow out. There are a variety of
sites that the Ranch has surveyed for differing reasons up and down the coast. In
all, the Ranch will eventually have over 120 sites in the inventory from Vancouver
& Victoria to Prince Rupert & Queen Charlotte Island.
COMPETION
At present only Taylor Seafood in the USA are producing Olympia oysters in
volume to be competitive. They have recently bought out BC’s Fanny Bay
Seafood Ltd. (30 leases+/-) and marketing lightly the Olympia oyster. The
Ranch will be closing the border for them as to protect the species from
“Southern” diseases. Thus controlling the Canadian market locally until they
start hatchery work in Canada. The Ranch has bought Olympia oysters from
Taylor Seafood who brought them across the border for $95.00 for 10 dozen.
They are of lower quality as coming from warmer waters in Puget Sound
Washington State. And will not stand up to head on competition of quality
and flavour. So in essence the market is wide open for the first Canadian
commercial hatchery producer of Olympia oysters which will be the Ranch. As
time goes on, hatchery work with Olympia oysters by other parties will
increase, but at present everyone else is having issues of high mortalities
because of lack of understanding and research of the Olympia oyster.
The Ranch has designed several items specifically for the Olympia oyster
that result in lower mortalities and healthier animals. There are several key
points that must be taken into consideration in order to successfully breed
these oysters.
First, there is the fact that the females intake the sperm “ball” and fertilize
the eggs internally and retain and hatch and release larval oysters (200,000)
after two weeks.
Second, the Olympia oyster is “left handed” or footed. This has a lot to do
with how it “sets”. The Ranch has designed a custom setting tank with tiles to
accommodate the selective setting habits.
Third, at the age of six months the oysters are all males and can be
“temperature induced” to spawn and thus become females. If properly fed
they can be bred in another six months as juvenile first time females
producing 20,000 larval verses 200,000 at full female maturity.
Forth, the oyster changes sex EVERY time after breeding as a female to
become a male. Though a male can stay a male if environmental conditions
are poor and will remain so until conditions improve as to supply nutrients
and energy required to encourage egg production and thus become a female.
Fifth, the Olympia oyster only grows for the first three years of its life and
will only live for ten to twelve years.
11. Forecasting Sales
Interest in the Ranch Olympia oyster hatchery operations is strong. As to
guarantee sales of all extra seed produced. The Asian oversea market for mature
market shellfish is in high demand of all available stocks. It is simply a matter of
pricing and getting the hatchery into production. At this time there is requests for
102,000,000 oyster seed for two Producers.
Nootka Sound Shellfish Ltd. (250-248-8786) would need 2,000,000 ½ inch
seed C. gigas (six month) for $60,000.00.
CN shellfish Farms Ltd. Would like 50 to 100 million seed of O. lurida worth
$350,000.00+ requested late February 2015 by Nam T. Loa sales Manager and co-
owner (250-730-7379). At present they are ordering all their seed from down
south in Chile.
The Ranch will do a weekly delivery / supply run. A select group of clients
(restaurants and hotels and stores) will receive direct farm sales once the
processing licence is approved. With weekly sales locally and the mainland,
supplies can be brought back to the Ranch operation on the return trip. Volumes
will increase and possibly a second run will be required as to service orders. This
will be the case when the Ranch will be producing 100,000,000 mature oysters
per year and delivering seed sales to buyer farm sites on special trips. At full
capacity projected oyster sales will be $10,000,000.00+ gross per year in 3 ½ years
from start-up. This is under ideal conditions and volume. Realistically due to
seasonal closures, and natural weather conditions sales will be safe at half this.
So a realized $5,000,000 per year gross income from mature oyster sales.
Appendices
#1. Silverado Partnership Agreement
Shorekeeper’s Certificates
Resume of Michael Thurber
Alberta Mineral Rights
Powerful Viking for hatchery vessel
23 foot Welded Aluminum jet boat photos, #CO1883 BC bought in 1997 for
harvesting oysters off the beach.
PARTNERSHIP AGREEMENT OF SILVERADO BEACH SHELLFISH OPERATIONS
Licence #1403101 in management area 25/3
THIS PARTNERSHIP AGREEMENT (the "Agreement") made and entered into this 20th day of February, 2015 (the "Execution Date"),
BETWEEN
Mr.Walter & or Mrs. Joan Barbara Belobaba of 2710 Bradshaw, Qualicum Beach, BC, V9K
2A3,
And Michael Thurber Owner of Bar Anchor Tee Oyster Ranch Ltd. BC O974324 of 2-302 Meadow
View Place, Parksville, BC, V9P 1W2 (individually the "Partner" and collectively the "Partners").
BACKGROUND:
A. The Partners wish to associate themselves as partners in aquaculture business at Silverado
Beach, Kings Passage, Nootka Sound operating under licence #1403101 B. The terms and conditions of this Agreement sets out the terms and conditions as to how they will be partners.
IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and
other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:
Formation
1. By this Agreement the Partners enter into a general partnership (the "Partnership") in accordance with the laws of the Province of British Columbia. The rights and obligations of the Partners will be as stated in the applicable legislation of the Province of British Columbia (the 'Act') except as otherwise provided here.
Name
2. The firm name of the Partnership will be:
Mr.Walter & or Mrs. Joan Barbara Belobaba
And
Michael Thurber owner of Bar Anchor Tee Oyster Ranch Ltd. BC O974324
Purpose
3. The purpose of the Partnership will be: Management and harvesting and marketing of Silverado Shellfish Lease C. gigas Oysters. And to allow Michael Thurber to maintain a
Broodstock of Ostrea lurida oysters (Olympia’s) and to allow the establishment of a shellfish hatchery in association with his activities. Michael Thurber will cultivate and
groom and harvest the beach and make plans for restocking with the partners that will include wild picking permits and other economical methods of repopulating the beach. With the best interests of the partnership foremost.
Term
4. The Partnership will begin on March 1, 2015 and will continue until terminated as provided in this Agreement on May 30, 2020 when Michael Thurber pays $10,000.00
cash as buy out of partnership.
Place of Business
5. The principal office of the business of the Partnership will be located at the offices of the Walter Belobaba. or such other place as the Partners may from time to time designate. In special consideration the addresses of Michael Thurber as farm manager will be secondary default address.
Capital Contributions
6. Each of the Partners has contributed to the capital of the Partnership, in cash or property or services in agreed upon value, as follows (the "Capital Contribution"):
Partner Contribution Description Agreed Value
Mr. & Mrs. Belobaba Beach Shellfish lease (Silverado Beach)
$60,000.00 CND
Michael Thurber Owner of Bar Anchor Tee
Oyster Ranch Ltd. BC O974324
Management and operation of Silverado shellfish lease for five
years and buy out of partnership for $10,000.00 at completion of term on May 30, 2020.
$60,000.00 CND
7. The Partners will contribute their respective Capital Contributions fully and on time according to the following schedule:
Partner Contribution Schedule Description
Mr.Walter & Mrs. Joan Barbara Belobaba All contributions will be submitted no later
than midnight March 1, 2015
Michael Thurber Owner of Bar Anchor Tee Oyster Ranch Ltd. BC O974324
All contributions will be submitted no later than midnight March 1, 2015
Withdrawal of Capital
8. No Partner will withdraw any portion of their Capital Contribution without the express written consent of the remaining Partners.
Additional Capital
9. Capital Contributions may be amended from time to time, according to the requirements of the Partnership provided that the interests of the Partners are not affected, except with the unanimous consent of the Partners. No Partner will be required to make Additional
Capital Contributions. Whenever additional capital is determined to be required and an individual Partner is unwilling or unable to meet the additional contribution requirement
within a reasonable period, as required by Partnership business obligations, remaining Partners may contribute in proportion to their existing Capital Contributions to resolve the amount in default. In such case the allocation of profits or losses among all the
Partners will be adjusted to reflect the aggregate change in Capital Contributions by the Partners.
10. Any advance of money to the Partnership by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as Additional Capital Contribution will be deemed a debt due from the Partnership and not an increase in Capital Contribution of the Partner. This liability will be repaid with interest at rates and
times to be determined by a majority of the Partners within the limits of what is required or permitted in the Act. This liability will not entitle the lending Partner to any increased
share of the Partnership's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority of the Partners.
Capital Accounts
11. An individual capital account (the "Capital Accounts") will be maintained for each Partner and their Initial Capital Contribution will be credited to this account. Any
Additional Capital Contributions made by any Partner will be credited to that Partner's individual Capital Account.
Interest on Capital
12. No borrowing charge or loan interest will be due or payable to any Partner on their agreed Capital Contribution inclusive of any agreed Additional Capital Contributions.
Drawing Accounts
13. An individual drawing account will be maintained for each Partner. Each Partner will be entitled to draw against their share of the profits in such amounts and at such time as will
be agreed by the Partners. The drawing account is a temporary account and is expected to have a debit balance if there have been any withdrawals. At the end of each accounting
year, the drawing accounts are closed by transferring the debit balance to each Partner's capital account.
Financial Decisions
14. Decisions regarding the distribution of profits, allocation of losses, and the requirement for Additional Capital Contributions as well as all other financial matters will be determined by a 50% (percent) vote of the Partners. Operating costs are paid prior to net
partnership dividends quarterly.
Profit and Loss
15. Subject to any other provisions of this Agreement, the net profits and losses of the
Partnership, for both accounting and tax purposes, will accrue to and be borne by the Partners in equal proportions. The responsibility of Michael Thurber is to maintain livestock for market from standing inventory and no more. As stock matures within the
five year period, and upon five years all mature market stock will be harvested prior to buy out.
Compensation for Services Rendered
16. Partners may be compensated for services actually rendered as from time to time may be agreed by unanimous consent of the Partners. Oyster sales are to cover operating costs and licences and other such government fees.
Books of Account
17. Accurate and complete books of account of the transactions of the Partnership will be kept and at all reasonable times be available and open to inspection and examination by
any Partner. The Books of Account will be kept on the cash basis method of accounting.
Annual Report
18. As soon as practicable after the close of each fiscal year, the Partnership will furnish to each Partner an annual report showing a full and complete account of the condition of the
Partnership. This report will consist of at least the following documents:
a. A statement of all information as will be necessary for the preparation of each Partner's income or other tax returns;
b. Supporting income statement;
c. A balance sheet;
d. A cash flow statement;
e. A breakdown of the profit and loss attributable to each Partner; and
f. Any additional information that the Partners may require.
Banking and Partnership Funds
19. The funds of the Partnership will be placed in such investments and banking accounts as will be designated by Michael Thurber. Partnership funds will be held in the name of the Partnership and will not be commingled with those of any other person or entity.
Fiscal Year
20. The fiscal year will end on the 28th day of February of each year.
Audit
21. Any of the Partners will have the right to request an audit of the Partnership books. The cost of the audit will be borne by the Partnership. The audit will be performed by an accounting firm acceptable to all the Partners. Not more than one (1) audit will be
required by any or all of the Partners for any fiscal year.
Management
22. All the Partners will be consulted and the advice and opinions of the Partners will be
obtained as much as is practicable. However, the Managing Partner will have management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside the day-to-day business of the Partnership
will be decided by a 50% (percent) vote of the Partners.
23. The Managing Partner will be Michael Thurber Owner of Bar Anchor Tee Oyster Ranch Ltd. BC O974324 or will mean any party subsequently appointed to that role.
24. In addition to day-to-day management tasks, the Managing Partner's duties will include keeping, or causing to be kept, full and accurate business records for the Partnership according to accepted accounting practices and overseeing the preparation of any reports considered reasonably necessary to keep the Partners informed of the business
performance of the Partnership.
25. A Managing Partner can voluntarily withdraw from the position of Managing Partner or can be replaced by a unanimous vote of the remaining Partners. In the event of a
withdrawal or removal of the Managing Partner from the position of Managing Partner or from the Partnership, the remaining Partners will have equal rights in the management of
the Partnership and will appoint successor Managing Partners.
26. The Managing Partner will not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the case of gross
negligence or willful misconduct.
Contract Binding Authority
27. Each Partner will have authority to bind the Partnership in contract.
Meetings
28. Regular meetings will be held upon request of either partner.
29. Any Partner can call a special meeting to resolve issues that require a vote, as indicated by this Agreement, by providing all Partners with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting
was held.
30. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Partners.
Admitting a New Partner
31. A new Partner may only be admitted to the Partnership with a unanimous vote of the existing Partners.
32. Any new Partner agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Partner will execute such documents as are needed to effect the admission of the new Partner. Any new Partner will receive such business interest in the Partnership as determined by a
unanimous decision of the other Partners.
Voluntary Withdrawal of a Partner
33. No Partner may voluntarily withdraw from the Partnership for a period of three (3) months from the execution date of this Agreement (the "Prohibited Withdrawal Period"). Where a Partner withdraws prior to the end of that Prohibited Withdrawal Period, that Partner may be subject to penalties that reasonably reflect the damages done to the
Partnership caused by the withdrawal of the Dissociated Partner prior to the end of the Prohibited Withdrawal Period including, but not limited to, loss of Partnership earnings.
After the expiration of the Prohibited Withdrawal Period, any Partner will have the right to voluntarily withdraw from the Partnership at any time. Written notice of intention to
withdraw must be served upon the remaining Partners at least three (3) months prior to the withdrawal date.
34. The voluntary withdrawal of a Partner will result in the dissolution of the Partnership.
35. A Dissociated Partner will only exercise the right to withdraw in good faith and will act to minimize any present or future harm done to the remaining Partners as a result of the withdrawal.
Involuntary Withdrawal of a Partner
37. The involuntary withdrawal of a Partner will result in the dissolution of the Partnership.
38. A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest in the Partnership will only acquire that Partner's economic rights and interests
and will not acquire any other rights of that Partner or be admitted as a Partner of the Partnership or have the right to exercise any management or voting interests.
Dissociation of a Partner
39. Where the dissociation of a Partner for any reason results in the dissolution of the Partnership then the Partnership will proceed in a reasonable and timely manner to dissolve the Partnership, with all debts being paid first, prior to any distribution of the
remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement.
40. The remaining Partners retain the right to seek damages from a Dissociated Partner where the dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the Dissociated Partner had breached their fiduciary duty to the Partnership or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to
bring harm or damage to the Partnership or to the reputation of the Partnership.
Dissolution
41. The Partnership may be dissolved by a 51% (percent) vote by the Partners.
Distribution of Property on Dissolution of Partnership
42. Upon Dissolution of the Partnership and liquidation of Partnership Property, and after payment of all selling costs and expenses, the liquidator will distribute the Partnership
assets to the following groups according to the following order of priority:
a. In satisfaction of liabilities to creditors except Partnership obligations to current Partners;
b. In satisfaction of Partnership obligations to current Partners to pay debts; and
c. To the Partners in proportion to their respective Capital Accounts.
43. The claims of each priority group will be satisfied in full before satisfying any claims of a
lower priority group. Any excess of Partnership assets after liabilities or any insufficiency in Partnership assets in resolving liabilities under this section will be resolved by the Partners in proportion to the respective Capital Accounts of each Partner as set out in this
Agreement.
Valuation of Interest
44. In the absence of a written agreement setting a value, the value of the Partnership will be based on the fair market value appraisal of all Partnership assets (less liabilities) determined in accordance with generally accepted accounting procedures. This appraisal will be conducted by an independent accounting firm agreed to by all Partners. An
appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing
Partner's interest will be based on the proportion of their respective Capital Account less any outstanding liabilities the withdrawing Partner may have to the Partnership. The intent of this section is to ensure the survival of the Partnership despite the withdrawal of
any individual Partner.
45. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Partnership books immediately prior
to valuation.
Goodwill
46. The goodwill of the Partnership business will be assessed at an amount to be determined by appraisal using generally accepted accounting procedures.
Title to Partnership Property
47. Title to all Partnership Property will remain in the name of the Partnership. No Partner or group of Partners will have any ownership interest in such Partnership Property in whole
or in part.
Voting
48. In any vote required by the Partnership, the number of votes each Partner is entitled to cast is based upon the proportion of Capital Contributions of each Partner compared to the total Capital Contributions of all Partners.
Force Majeure
49. A Partner will be free of liability to the Partnership where the Partner is prevented from executing their obligations under this Agreement in whole or in part due to force majeure,
such as earthquake, water conditions, negative algae, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated the
circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.
Duty of Loyalty
50. No Partner will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership. Any potential conflicts of interest will be
deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners. A withdrawing Partner will not carry on a similar business to the business of the Partnership within any established or contemplated market
regions of the Partnership for a period of at least three (3) months after the date of withdrawal.
Duty of Accountability for Private Profits
51. Each Partner must account to the Partnership for any benefit derived by that Partner without the consent of the other Partners from any transaction concerning the Partnership
or any use by that Partner of the Partnership property, name or business connection. This duty continues to apply to any transactions undertaken after the Partnership has been dissolved but before the affairs of the Partnership have been completely wound up by the
surviving Partner or Partners or their agent or agents.
Duty to Devote Time
52. Each Partner will devote such time and attention to the business of the Partnership as the
majority of the Partners will from time to time reasonably determine for the conduct of the Partnership business.
Actions Requiring Unanimous Consent of the Partners
53. The following list of actions will require the unanimous consent of all Partners:
a. Committing the Partnership to total liabilities or obligations over $1,000.00 CND; and
b. Incurring single expenditures that exceed $1,000.00 CND.
54. Any losses incurred as a result of a violation of this section will be charged to and collected from the individual Partner incurring the loss.
Forbidden Acts
55. No Partner may do any act in contravention of this Agreement.
56. No Partner may permit, intentionally or unintentionally, the assignment of express, implied or apparent authority to a third party that is not a Partner in the Partnership.
57. No Partner may do any act that would make it impossible to carry on the ordinary business of the Partnership.
58. No Partner may confess a judgment against the Partnership.
59. No Partner will have the right or authority to bind or obligate the Partnership to any extent with regard to any matter outside the intended purpose of the Partnership.
60. Any violation of the above Forbidden Acts will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.
Indemnification
61. All Partners will be indemnified and held harmless by the Partnership from and against any and all claims of any nature, whatsoever, arising out of a Partner's participation in Partnership affairs. A Partner will not be entitled to indemnification under this section for
liability arising out of gross negligence or willful misconduct of the Partner or the breach by the Partner of any provisions of this Agreement.
Liability
62. A Partner will not be liable to the Partnership, or to any other Partner, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Partnership.
Liability Insurance
63. The Partnership may acquire insurance on behalf of any Partner, employee, agent or other person engaged in the business interest of the Partnership against any liability asserted against them or incurred by them while acting in good faith on behalf of the Partnership.
Life Insurance
64. The Partnership will have the right to acquire life insurance on the lives of any or all of the Partners, whenever it is deemed necessary by the Partnership. Each Partner will
cooperate fully with the Partnership in obtaining any such policies of life insurance.
Amendments
65. The Partnership may, at any time, amend this Partnership agreement with a 50% (percent) vote of the Partners, with the exception of this section and the Voting section,
both of which will require a unanimous vote.
Jurisdiction
66. The Partners submit to the jurisdiction of the courts of the Province of British Columbia for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
Mediation and Arbitration
67. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
68. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If
mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with
the laws of the Province of British Columbia. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of British Columbia.
Definitions
69. For the purpose of this Agreement, the following terms are defined as follows:
a. "Additional Capital Contributions" means Capital Contributions, other than Initial Capital Contributions, made by Partners to the Partnership.
b. "Capital Contribution" means the total amount of cash or Property or work in kind contributed to the Partnership by any one Partner.
c. "Initial Capital Contribution" means Capital Contributions made by any Partner to acquire an interest in the Partnership.
d. "Operation of Law" means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy.
Additional Terms
70. It is understood that Michael Thurber will buy out the partnership after five successful years for the sum of $10,000.00 on May 30, 2020.
71. That Michael Thurber will maintain considerations for Miles Andrew Belobaba and his brother Jake Michael Belobaba as associated partners with Mr.Walter& or Mrs.Joan
Barbara Belobaba (Parents) in the event of estate considerations.
71b.That in the event that Michael Thurber is not available, that Vicki Diane Griffith will stand for Michael Thurber and act on his behalf until the maturity of the contract on May 30,
2020.
Miscellaneous
72a. Time is of the essence in this Agreement and the maturing date of May 30, 2020 when at such time the partnership of the Belobaba’s will sell all interests to Michael Thurber of the Bar Anchor Tee Oyster Ranch Ltd.
72. Michael Thurber will apply for wild oyster picks and wild seed sets that will be used to restock Silverado Beach with oyster stock and use the beach as a ‘holding for market’
station for the partnership and have all standing mature market stock be gathered and sold on or by May 30, 2020.
73. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa.
Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
74. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that
such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the
provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
75. This Agreement contains the entire agreement between the parties. All negotiations and
understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All
such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
76. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators,
beneficiaries, and representatives.
77. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to
the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
78. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.
79. IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and witness on this _____ day of February, 2015.
Witness: ______________________ (Sign) for W. Balobaba_________________
______________________________ (Print)
Mr.Walter & or Mrs. Joan Barbara Belobaba
(Partner)
Michael Thurber Owner of Bar Anchor Tee Oyster Ranch Ltd. BC O974324 (Partner)
for
Witness: ______________________ (Sign) ______________MT_________________
______________________________ (Print)
Signed original on file