Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698843148689.pdf (Sierra Leone)
[September 15,2017] DATED Septemb er 75, 2017 CONCESSION AGREEMENT In connection with the Upgrade and Expansion of the Queen Elizabeth II Port in Freetown, Republic of Sierra Leone By and among SIERRA LEONE PORTS AUTHORITY GOVERNMENT OF TIIE REPT]BLIC OF SIERRA LEONE REPRESENTED BY THE MINISTRY OF TRANSPORT AND CTVIL AVTATION NATIONAL COMN4ISSION FOR PRTVATIZATIO\ THE REPUBLIC OF STERRA LEONE SI(Y ROCK MANAGEMENT LIMITED And ?N .i !
\ tvE R n 1L NATIONAL PORT DEVELOPMENT (SL) LIMITED TABLE OFCONTENTS CHAPTERI.

DEFINITIONS AND INTERPRETATION l. DEFINITIONS AND INTERPRETATION ....,..........,...............-....

I .l Definitions 1.2 Interpretation........... TI#CONCESSION- CHAPTER fI.

2.

2.t Grant ofC-oncession for the New Port .......... SCOPEOFCONCESSION 2.2 Grant ofConcession for the Existing Port 2.3 Exclusive Concession.. 2.4 Non{ompetition.............. 3.
EFFECTIVENESS AND TERM OF CONCESSION 3.1 Effective upon Signing 3.2 Conditions Precedent to Effectiveness .

3.3 Concession Term........... REVIEW AND MONTIORINC.... 4.

4.1 Review of Concession................ 4.2 Rer,rewhgCommittee 4.3 ReviewingProcedure 4.4 Monitoring Comm.iflee............. 4.5 Monitoring Proce&re ........ CIIAPTER III.
OWNERSHIP, FINANCING AND ASSIGNMENT ............ 5, 5.1 Special Purpose Vehicle 5.2 Business of the Concessionaire ............ CONCESSIONAIRE AS THE PROJECT COMPAI.{Y....,,..

6.

OWNERSHIP........

The Govemment Parties' Owneship.. 6.1 6.2 The Concessionaire's Righs 6.3 Common Area and other Rights.......... 6.4 Peacefrrl and Quief Enjoym.ent by the Concessionaire 6.5 Security over the Port Development I-evy Fees and the New Port Assets.
7. FINANCING, ASSIGNMENT AND STEP-IN RIGI{TS ............... 7 .1. Financing and Govemment Guarantee.

7.2 Direct Agreement ...... .

7.3 Assiernmeot to the Finance Parties........ 2 2 2 ....12 14 l4 t4 ..14 ..14 ..14 15 ....15 16 16 16 16 t7 t7 17 19 19 19 ..19 19 19 79 t9 20 20 ...21 27 21 21 - .

{- 7.4 Finance Parties' Stqin Rights CIIAPTER TV.

REPRESENTATIONS AND TINDERTAKINGS ......... 8.


REPRESENTAT]ONSANDWARRANTIES..... 8.1 The Govemment Parties' Representations and Wan-anties..... 8.2 The C,oncessionaire's Repres€ntations and Warranties 8.3 Reliance... UNDERTAKINGS ......... 9.

9.1 F4uity Contnbution 9.2 Concessionaire's Undertakings 9.3 GovemmentPadies'Undertakings 9.4 Offshore Accounts and USD CHAPTERV.

THEEXISTINGPORT IO.
THEEXISTINGPORT IO.

MPOSITION OF TIIE EXSTING PORT DEVELOPMENT LEVY FEE 10.1 Existing Pod Development Levy Fee .............. 10.2 No OtherCharges 10.3 Date ofCollection 10.4 Existing Port Operator Activity........... 11.

EXISTING PORT DEVELOPMENT LEVY FEE RATES 11.1 Rates.

11.2 Change ofRares.

1 i.3 No Tar Imposed 1 1.4 Penalty for Delayed Payment............... 12.

COLLECTION OF THE EXISTING PORT DEVELOPMENT LEVY FEE.

THE NEW PORT L2.2 Payment ofExisting Port Development I*vy Fee.

13.
13.

C}IANGES TO TIIE EXISTING PORTOPERATORS 14, MONTTORINGSYSTEM........ 15.

REPORTING CHAPTER VI.

16.

DESIGNANDCONSTRUCTIONOFTHENEWPORT 16.1 FunctionalRequircments t6.z The New Port EPC Contract.

I 6.3 Requfued Complaion Date..................... 16.4 Progress Rwiews.. 16.5 ExtensionofConstructionPeriod..... 17.
COMMISSIONING 17 .l Commercial Operation Date................................. ll 22 .......23 23 23 24 25 25 25 25 ......26 27 28 .......28 28 28 28 28 28 .,,...28 28 29 .29 .29 ...29 29 30 30 31 31 31 .......31 31 ?1 31 JJ .33 { L7 .2 Commissioning Tests 17.3 Commissioning Certificate.............................. 17.4 17 .5 Ildependmt Rejection for Iszuing a Cornmissioning Certificate Scope ofOperatron Required Commercial Operation Date.

17.6 t8.
17.6 t8.

oPERATION..... l8.l 18.2 OperationPerformanceStandardRequirements 18.3 IntemrptionofConcessionaire'sOperation 19.

MAINTENANCE....... 19.1 MaintoanceResponsbility 19.2 MaintenanceStandard 19.3 MaintenanceSchedule 20.7 New Port Development kvy Fee 20.2 New Port Operators 20.3 Opration Charges and O&M Fees 20 .4 Fee Adjusment 20 .6 Payment ofNew Port Dorelopment I-e'1y Fee and Opemtion Charges 21, CONSIDERATIONS.... 21.1 Concession Fee.

21.2 Lice.nseFee.......... 22.


INFORMATION SUPPLY AND REPORTING ......................... 22.1 MonthlyReport......... 22.2 Access to Records...... 23.

INSURANCE 23.1 InsuranceRequiemens 23.2 ApplicationoflnsuranceProceeds 24.

SECLIRITY AND SAFETY............. 24.1 General 24.2 FircFighhng......... 24.3 Flammable Substances............ 24.4 Danguous C:rgos CHAPTERVII.

GENERALPROVISIONS 25.


EMPLOYMENT 26, LEGALCOMPLIANCE................ llr it- j- 33 34 34 35 35 35 35 37 38 38 38 39 39 40 40 40 4t 4l 42 43 43 43 43 43 43 44 M 44 45 46 46 46 47 47 48 48 48 26.t 26.2 26.3 General... Anticorruption....

Environment ..-,.-....--.

27, FORCE MAJEURE 27.1 27.2 27.3 27.4 27.5 Relief from Mitigation.

Nodfication.......... Force Majewe Events Categories of Force Majeure Events 27.6 Consequences ofForce Majeue Events 28.
28.1 28.2 28.3 28.4 28.5 28.6 Change in law Event........................................ Change in law Notice Assessment Information........... Authority's Response Remedy by the Authority Termination Rights for Change in I-aw Event 29.

TERMINATION 29.1 29.2 29.3 29.4 29.5 29.6 29.7 29.8 Termination upon Force Majo:re Evens ....

Termination upon Authority Event ofDefault Termination upon Concessionaire Event of Default.........
Termination upon Expiry Termination Prccedure............. TermiDation Compensation Other Etrects on Termination................-....... Trarsfer upon Expiry 30.

INDEMNIFICATIONS AND LTABILITIES 30.1 No Consequential LiabiIity................... 30.2 Indemnification to the Authority 31.

31.1 31.2 3l .3 32.

Confidentiality Obligation Confidential Information Exceptions 32.1 Notices.
Costs and Expense 32.3 Set-off............................. J- 4' 48 48 49 49 49 49 50 50 50 \') 53 ...53 54 54 55 55 56 56 56 57 58 ...58 59 60 61 62 62 62 63 64 64 64 64 65 65 66 66 32.4 No Partnership...... 32.s 32.6 32.7 32.8 Entfue fureement.. Varidions............, Sevqability.......... Thtud Party Rights.

32.9 Assignment.,........

Corrd€rpafis......... 32.10 33.

GOVERNING LAW AND DISPUTE RESOLUTION 33.

I Goveming Iaw 33.3 Jurisdiction ofFnglish Couts 33.4 ServiceofProcess.

34.
34.

WAIVER OF IMMUNTTY....... APPENDXI.

PLANOFTHEEXISTINGPORT APPENDX II.

DESCRIPTION AND DRAWING OF TIIE CONCESSION AREA APPENDD(III.

CONDITIONSPRECEDENT APPENDX ry.

LIST OF ORIGINAL EXISTING PORT OPEP"ATORS APPENDX V. LIST OF IDENTIFIED APPROVALS.,........................

APPENDXVI.

FUNCTTONALREQUTREMENTS... APPENDX Vtr.

EXISTING PORT DEVELOPMENT LEVY FEE RATES APPENDD( VI[.

LICENSE FEE APPENDX D(.


COMMISSIONING TESTS A?PENDD( X. HEAITH AND SAFETY REQUIREMENTS 66 66 67 67 67 67 68 68 68 68 '70 70 70 72 l3 74 76 77 78 79 80 81 98 j' I- .
:' d- /(- CONCESSION AGREEMENT THIS CONCESSION AGREEMENT (this 'Agreemenf) is made on the 15e day of Septernber, 2017 BY AND BETWEEN: On the Govemment's side: (1) SIERRA LEONE PORTS AUTHORITY, a statutory body established by the Ports Act No 56 of 1964 of the Republic of Sierra [,eone, whose principal place ofbusiness is situated ar QueenElizabeth tr Quay, P.M.B.
386, Cline TowU Freetown, the Republic of Sierra lrong as ttre grantor (the ' Authorit/'); (2) THE, GOVERNMENT OF THE, REPT]BLIC OF SIERRA LEOITIE(IhE "Government'), represented by the MINISTRY OF TRANSPORT AND CI\IIL AVIATION (the 'MOTA ), whose principal office is situated ar Youyi Building Brooldelds, Freetown, Republic of Sierra kone; TIIE NATIONAL COMI\{ISSION FOR PRTVATISATION, THE REPUBLIC OF SIERRA LEOI\E, astatutory body established und€r the National Commission for Privatisation Act 2002, whose registered office is situated at Lotto Horse, OAU Drive, Tower Hill, Republic of Sierra kone (the "l\CP', togetho with the Authority and the Governrnen!
the "Government Parties'); (3) AND On the dweloper''s side: (4) SKY ROCK MANAGEMENT LIMITED, a private company incorporated mder the laws of the British Virgin Islands, whose registered office is situared at No.
I Sophia Road #05-23 Peace Cente Singapore 228 1 49 (the 'Sponsoi); and (5) NATIONAL PORT DEVEIIOPMENT (SL) LII{IIED, aprivate company incorporated under the laws of the Republic of Sierra l-eone, with regisEation number SL2209I6NATIO00719 and whose registered office is sihuted at 18 Charlotte Steet, Freetowq Republic of Sierra kone (the 'Concessionaire", together with the Sponsor, the 'Developer Parties').

Each of the Authority, the Governmen!


NCP, Sponsor and the Concessionaire shall be referred to individually as a '?ar[y'' and collectively as the '?arties".

WHEREAS: (A) The Govemment would like to upgrade and expand the Erjsing Port (as defined below) to stimulate economic developmant of Sierra Lrone (as defined below).
(B) The Authority, a statutory body established by the Ports Act No 56 of 1964 of Sierra kong manages and administers the ports of Sierra Leone and is permiued to appoint any other party to carry out its responsibilities on its behalf ;- A- (C) NCP, a statutory body established under the National Commission for Privatisatio n Act 2N\ holds a mandate to privatise state enterprises.
(D) Pursuant to the Public Private Partrerstrip Act 2014, the Government may grant crrtain dghts in connection with the expansion of the Existing Port to a private partro.

With a view to improvingthe efficiency and effectiveness of the Authority, the Govemment has undertaken a privatisation exercise through the NCP in respect of the non-core activities of the Authority, one of which being the gmnt of rights for the implementation of the Project (as defined below).
The Sponsor was selected by the Govemment as the private parb:er to implement the Project (E) By a memorandr:rn of rurderstanding dated May 306, 2014 and a fiamework agreement dated March 25s, 2015, both benryeen the Govemment represented by MOTA and Tidfore Heavy Equipment Group, the Govemment intends to grant to a special pqpose company incorporated in Sierra kone, the right to desig& corutuct, arrange the project finance for, op€rate and maintain New Port (as defined below) and collect relwant development fees to repay the loans.
(F) The Sponsor, NCP and the Authority have agreed that in accordance with the technical proposal submifred during the bidding the Sponsor may incorporate a new company (as a special purpose vehicle) to carry out its obligations.

In zudr regard the Sponsor establistred the Concessionaire in accordance with the laws of Sierra l,eone.
(G) The Auttrcrity has determined it to be appropriatg for the purpose of or in connection with, into this Agreeinent to set out certain key terms discharging its statutory f,rnctions, to €nter and conditions relating to the implanantation ofthe Projecl FOR GOOD AND VALUABLE CONSIDERATION, TFIE SUFFICIENCY OF WHICH IS ACKNOWLEDGED, IT IS HEREBY AGREED: CIIAPTER I. DEFINITIONS AND INTERPRETATION I DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreerrent: "Affected Parff'has the meaning given to zuch term in Clause 27.1 (Relieffrom Liability).
'Agreemenf' has the meaning given to such term in the preamble to this Agreemenl "Annual Maintenance Schedule" has the meaning given to such Grm in Clause 19.3 (Mainkrurce Schedule).

"Applicable Larf ' means: (a) any law, statue, order or decree of Sierra l,mne; 0) anyintonational conventions to whicl Sierra kone is a par!5 2 .-- ^<.

(c) anyinjunctiono licerse, permit, consen!


approval, agreerne{rt or regulatiors of any Govemmat Authority having jurisdiction over the subject matte4 (d) any other legislative or administrative action of any Governmental Authoritlt and (e) any final decree, judgrnent or order of a court relating to tlre interpretation or the application of this Agreement in each case, as applicable at the date of this Agreernent or at any time during the Concession Term.
'Approvals" means all licenses, corsents, permits, authorizations and other approvals rncluding €rnployment permits for foreigr onployees, which may be required from any Government Authority and/or statutory bodies at any time during the Concession Terrn, whether by law or for any other reason, to enable the concessionaie to perform its obligations under this Agreernenl "Assessment Information-' has the meaning givan to such term in Clause 28.3 (Assessment Informafion).
"Authori{y'' has the meaning given to such term in t}re preamble to this Agreemenl 'Authority Event of Default'' has the meaning glven to such term in Clause 29.2 (Termination upon Authoity Event of Default).
'tserth" means any of the thrce (3) Container Berttx and the Ro-ro Berth mmprising the New PorL 'tsribert'' has tlre meaning given to zuch term in Clause26.2(a)(u) (Anti-Comtption) 'Business Day''mears: (a) in respect of any day on which LIBOR is to be deterrninod, a day (other than a Saturday or Sunday) on which banks are generally open for business in I-ondon; O) in respect of any day on which any payment is to be made rmder this Agreernen!
a day (ottrer than a Satuday or Smday) on which banks are generally open for business in Freetowq I-ondon and New York; and (c) in respect of any other matter or deterrninatioq a day (other than a Sahuday or Sunday) on which banks are generally open forbusiness in Freetown "Cargo" means containeris€d, break-bulk dry bulk, lift-on and lift-off cargo, including Project Cargo.
'Change in Law" means the introduction, amandment or repeal of any Applicable Iaw or changes in the interpretation, application or enforcernent of any Applicable Iaw direcfly atrecting the Project that occurs subsequ€nt to the date of0ris Agreerrent "Change in Law Evenf ' has the meaning given to such term in Clause 28.1 (Change in Law E"rnt).

3 "Change in Law Notice" has ttre meaning given to zuch term in Clause 28 .2 (Change in hru Notice).
"Commencement Date" mears seven (7) days after the date on which the Concessionaire issues a notice for colffn€ncernent of the Worl,s to ttre New Port EPC Cont-actor pursuant to the New Port EPC Contracl "Commercial Operation Datd' means: G) with respect to each Bertb the date when the hdependent Engneer issues its Commissioning Certificate confirming that the Commissioning Tests for zuch Berth and thecontainer, bulk Cargo or vehicle handling facilities (including quay walls and other infrasEr.rcture and supersfuchre and all fixtures, fittings and apparatus, equipmant and any other moveable assets of any nanre), navigation and navaid facfities, storage yards or warehouses, or any ancillary or auxjliary worla relating to zuch Berth have been succtssfully completed;and (b) with respect to the New Port the date when all four (4) Commissioning Certificates have been issued by the Independent Engneer, and the hdependent Engineer has confirmed tlnt all mmmon ficilities (iacluding infrastuchre and superstucture and all fixtu€s, finings and machinery, apparatus, equipment and any other moveable assets of any natr.re), storage yards or warehouseq or any ancillary or atxiliary works relating to the New Port have been successfully completed.
'Commissioning Certificate" has the meaning given to such tfin in Clause 17.3 (Commiss ioning Certifi cat).

"Commissioning Tests" has the meaning given to such tenn in Clause 17 .2 (Commissioning Tests).
"Common Area"means (a) the land area markod as common area depicted in APPENDX I (Description and Drawing of the Concession Area), on which the New Port is to be constructed and (b) any other land area that may be designated by the Authority from time to time for the Concessionaire's general non-exclusive use.

"Completion Date" means the date when t}re Taking-Over Certificate (as definod in the New Port EPC Contract) is issued by the Concessionate to the New Port EPC Contractor.
"Concession Area" means both the Exclusive Area and the Common Area- "Concession Fee" has the meaning given to such term in Clause 2 1 .

1 (Concession Fee) .

'Concession Term" has the meaning given to suctr term in Clause 3.3(a) (Concession Term).

"Concessionaire" has the meaning given to such tern in the preamble to this Agreement, 'Concessionaire Event of Default'' has the meaoing given to such term in Clause 29.3 (Te rm inatio n upon C o nc ess ionaire Event of D efaul t).
"Concessionaire f,ondon Account''has the meaning given to such temr in Clause 12.1 (Concessionaire Accomts).
4 -- -- .-- ;- "Conditions Precedenf ' mears the conditions 177(C o ndi tio ns P r e c ede n t); precedent set out in APPENDX 'Container Berth" means each of the three (3) bertls with the capacity to bertl1 uoload, load and otherwise process mntainer vessels of 50,000 DWT to be constuctd owned and operated by the Concessionaire in accordance with the terms ofthis Agreonent "Construction Period" means the period starting ftom the Commancqnent Date to Out excluding)the date when the Commercial Operation Date for the New Port has occurred.
"Corruption" has the meaning given to such t€rm in Cl au.se 26.2(Q$) Q4nti-Comtption) "Customer" means the Persons using the New Port and receiving services provided by the Concessionaire (or its conhactors, agents or designees) including but not limited to receivers (corsignees or thet agents or freiglrt forwarden taking delivery of any Cargo), vessels owners, and shippers.
'Debt Dud'mears the aggregate of the following surns expressed in USD or in the currency ofdebt as the case may bq outstanding and payable to the Finance Parties rurder the Finance Documents: (a) o) ttreoutstanding principal amount of the debt provided by the knders under the Finance Documents for financing the New Pod; and all accrued interest financing fees, charges, costs, expenses and any other arnount payable by the Concessionaire under the Finance Doo.rments, in each casg as at the dafe ofpayment of the Termination Amount by the Authority "Developer Parties'has tlre meaning given to such terrn in the prearnble to this Agreement.
'T)irect Agreemenf has the meaning given to zuch term n Clause 7 .2 (Direct Agreement).

'Dispute" has tlre meaning givur to such term in Clause 33.3(a) (Jurisdiction of English Courts).

"Eflective Date" has the meaning given to zuch term in Clause 3.2(a) (Conditiorc Precedent to Efiecttveness); "Equitt/' means the equity to be contibuted by the Sporxor to the Concessionaire in accordance with Clause 9.1 (Equity Contnhtion).
"Exclusive Area"mears (a) the land area marked as e"xclusive area adepicted in APPENDD( tr (Des cription and Drawing of the Concession Area), onwhich the New Port is to be mnstructod owned and operated, and @) any otha land area that may be allocated to the Concessionaire by the Government Parties Aom time to timetlat in each case, is not part of the Common Area 'Existing Porf' means the berths, the facfities, storage yards, warehouses, ancillary works and all surrounding areas at the Queen Elizabeth II Quay in Freetowrl Sierra I-eone lhat are existing and in oper:ation as al the date of this Agreernart as depicfed in APPENDX I (P/az of the Existing Port).
5 .

{- .

{- 'T,xisting Port Carriers"means tire shipping companies using the Existing Port and receiving services provided by the Existing Pofi Operators.

'Txisting Port Concession Agreement'' means the concession agreement dated Novanber 4'', 2010 by and among the Authority, the Governmen!
NCP, the one of the Original Existing Port Operator @ollore) and Freetown Terminal Limited in connection with the operation of flrs Sxisfing Porl 'Exisring Port Development Levy Fee" means the fees charged by the Concessionaire to the Existing Port Carriers in connection with the use of the Existing Port by the Existing Port Carriers in accordance with the terms of this Agreernent and the Exising Port Development Lery Fee Act.
"Existing Port Development Levy Fee Acf' has the meaning given to zuch term in Clause 10.1 (Existing Port Devehpment Leuy Fee). '

Existing Port Operatot'' means: (a) any Original Existing Port Operatoq and (b) any Person which become an operator ofthe Existing Port in accordance with Clause 13 (Changes n the Existing Port Operators).

'Extension of Construction PeriodEvenf' means any of the events described in Clause 76.5 (Extercion of Cor*tnrction Peiod).
'Tinancing" means the loan facilities to be provided to the Concessionaire by the Finance Parties in conxection with the dwelopment of the New Port and the implementation of the Project .
{- "Finance Documenf'means the loaq sec'udty and other agreerrmt(s) entered into, or to be entered, into between the Finance Parties and the Concessionaire to provide Financing to the Concessionairc in order that t}le Concessionate may fuIfil its obligations rmder this Agreernant "Finance Parff' meaos the knders and any other Person designated by the lrnders as agent or finance party for the purpose ofthe Financing.
'Tinancial Close Date" means the date upon which loam are fintadvanced by the Finance Parties to the Concessionaire under the Finance Documents.

"Force Majeure Costs" has the meaning given to such term in Clause27.6(b) (Consequences oJForce Majeure Events).

"Force Majeure Evenf'has the meaning given to such terrn in Clause 27.4 (Force Majetre .Evenrs), including any Nah:ral Force Majeure Even!

any Political Force Majeure Event and any Government Force Majeure Events.
"Freight Ton" means a tonne or cubic metre, whichever is the bigger whae measuring Cargo quantity.

6 "Full Term" has the meaning given to such terrn in Clause 3.3(b) (Concession Term).

'Tunctional Requirements" mears the Authority's requirernents in connection wittr the design and corstruction of the New Port as described in APPENDD( Yl (Fuctiorul Requiremenls).
"Good International Practice" meam the exercise of that degree of skill, diligence and prudence which would in order to satisfu intemationally ereected stadards of performance, reasonably be practiced by an experienced Person holding all applicable qualifications who is engaged irl the same type or similar q/pes of activity under the same or similar circumstances.

To avoid doubt ttre Parties agree that the standards ofperformance include Prudent Industry Standards.
"Governmenf ' has the meaning given to zuch terrn in the preamble to this Ageanent.

"Government Authori{y'' means any national, regional or local govemment or any govemmental aganry, minisfy, minister, official, semi-govemmental or judicial ortity authority or other organization or Person (whether legal or nahral), in each case of or in Sierra l,eone (including the Authority, the Govemment and the NCP), or any cour!
tribunal, comrnission or arbitral body of competent jurisdiction" whose directives are legally enforceable or with which it is usual to comply.

"Government Majeure Event''means any Force Majsus Bvenl within the meaning of the events listed under Clause 27.5(c) (C'ovemment Force Majeure Events).

"Government Parly''has the meaning given to such term in the preamble to this Agreemenl 'Ilealth and SafetyRequiremenf ' has the meaning given to suctr term in Clause 24.1@)(Generat).
"Identified Approvals" means the Approvals listod in APPENDX V (Znl of ldenrifed Approvals).

,1' 'Tndependent Engineer" means the Exp€rt appointed in acmrdance with Clause 17.4 (Indep endent E ngbrcer).

"Initial Term" has the meaning given to such terrn in Clause 3.3(a)(ii) (Concession Term).

'Innocent Parff'has the meaning glven to such temn in Clause 29.5(a) (Termilwtion Procedure).

"Insurance Cover" has the meaning glven to sudr tenn in Clause 23.1(a) (Ircurance Requirements).
"KPIs" means"key perfonnance indicators" applicable to the Concessionaire in connection wittr this Agreement as ageed bdween *re Concessionaire and the Authority from time to time.
'T,ender'' mears the Industial and Commercial Bank of China Limited and/or any other lender from whom the Fimncing for the New Port has been or may from time to timebe obtained- 7 "LIBOR 'mears, in relation to any swn, the applicable London interbank offered rate for USD and for a period equal in length to thrce (3) months administered by ICE Benchmark Adminisration Limited (or af,y other Person that takes over the adminisfation of tlrat rate) @efore any correctiog recalculation or republication by the administrator) on page LIBORO1 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate), or on the appropriate page of such other information service whidr publishes that rate from time to time in place of Thomson Rzuters (if such page or service ceases to be availablg any Pa$y may speci!
another page or service displaying the appropriate rate after mnsultation with any other Parties) as of the 1 1 a-m. I-ondon time on the date when such sum becomes due and payable.
'License Fee" mears the fees to be paid by the Concessionaire to the Govemment in accordance with APPENDD( VItr (Z icerce Fee) m rettxn for the grant by the Govemment to the Concessionaire of the right to collect, for the Concessionaire's own account, the Port Development l,evy Fees, 'LifeCycle Maintenance" means all life-qale maintenancg including all major and stuchrral maintenance, replacernent or refubishment planned over the whole life of the New Port.
*MOFED" means the Ministry of Finance and Economic Development of Sierra Leone.

'Monitoring Committee" has the meaning given to such term in Clause 4.3 (Monitoing Committee).

"l\atursl Force Majeure Evmf ' means any Force Majeure Event within the meaning of the events listed under Clawe2T .527 .5(a) Q'lamral Force Majeure Events).

'NCP" has the meaning given to such term in the prearnble to this Agreement.
'T{ew Port'' means the four (4) Berths, and mntainer, bulk Cargo or ve}ricle handling facilities (including quay walls and other infrastucture ard superstructue and all fixtures, fifrings and machinery, apparatus, equipment and any other moveable assets of any natue), navigation and navaid facilities, storage yards or warehouse, or any ancillary or auxiliary works relating to such Berths to be developed and constructed by the Concessionaire at the Queen Elizabeth tr Quay in Freetownr Siena l,eone.
'New Port Asseb" means any and all machinery and equipment attached to the land within the Exclusive Area and all movable assets (tangible or intangible) of the Concessionaire in comection with the New Port.

"l\ew Port Carriers"means the shipping companies using the New Port and receiving services provided by the Concessionaire or its confactors, agents or designees.
'New Port Development Levy Fee" means the fee charged by the Concessionaire to the New Port Carriers in connection with the t:ansshipment of containers, bulk Cargos or vehicles at the New Port by *re New Port Carriers in accordance witl the terrr$ of this Agreernent and the New Port Dwelopment kvy Fee AcL 'llew Port Development f*vy Fee Act'' has the meaning givot to sudr term in Clause 20.1 (New Port Development Lory Fee).

8 '1\lew Port Development Levy Fee Rate,' mearx $50.00 per TEU.
'New Port EPC conhacf' mears the engrneering Focurfir€nt aDd constuction contract between the concessionate and the New port Epc conE-ador in connection with the desig; constuction, commissioning and completion ofthe New porl "l\ew PortEPC contractor" mears the mntractor to be selected by the concessionaire for the engineering procurernent and construction ofthe New Port.

'T.

{ew Port Operatoi' has *re meaning gtven to zuctr terrn in Clause 20.2 (New port Operaror).
'T{otice of Intention to Terminate" has the meaning given to such term in Clause 29.5(a) (Termination P ro c edure).

"O&M Contracf' means one or several operation and maintenance contracts to be entered into between the Concessionaire and a New Port Operator in connection with the New Port.
'0&M Fees" means the fees drarged by a New Port Op€rator to the Concessionaire in connection with the oper';ation and maintenance services pmvided by such New Port Operator to the Concessionaire in acmrdance with the relevant O&M Contracl {- "Offshore Accounts" has the meaning given to such term in Clause9.4(b) (Offshore Accounts and USD).
"Operation Period" mears tlre po'iod starting fiom the Commercial Operation Date of any Berth first to occtr and ending on the ealier of (a) tlre Termination Date and (b) the last day of the Concession Terrn.
"Operation Charges" means the fees charged by the Concessionaire (or its contactors, agents or designees) from time to time for the provision by the Concessionaire (or its contractors, agents or designees) ofeach or any ofthe Services to the Customers as is relwanl including but not limited to ttre throughput fees, the storage fees, harbor due and tonrnge charges.

For the avoidance of doubt, Operation Charges shall not include the New Port Development Ioy Fee.
"Operational Rates" has the meaning glven to such term in Clause 20.2 (Operatiorul Rates).

;- "Original Existing Port Operator" means any Person as lised in APPENDX IV (List of Onginal Existing Port Operators) whichhas the right to operate the Existing Port pusuant to the Existing Port Concession Agreement or any other relevant documents with the Authority.

'?art/' has the meaning given to such term in the preamble to rhis Agreernent '"arty in Default''has the meaning giv€n Procedure).
to such term in Clause 29.5(a) (Termirution '?erson" means any legal or natural Person, including any individual, corporation, parbrership, timited liability company, joint stoke mmpany, associatioq joint venhr€, trust, governmental or intemational body or agency, or other entity.

9 "Political Majeure Event'' means any Force Majeure Event within ttre meaning of the events listed undq Clause 27.5(b) (Po litical Force Majeure Events).

"Porf' mears either the Existing Port or the New Por!
and 'Ports" strall mean both the Existing Port and the New Port.

"Port Development Levy Fees" means both the Existing Port Development kvy Fee and the New Port Development Isry Fee.
"PRC" means the Pmple's Republic of China- '?rojecf' mears: (a) theimposifon, chargrng collection and receipt of the Port Dwelopment kvy Fees (and all penalties accruing in connection wi0t such Port Dwelopmant levy Fees); ani (b) the fiaance design, mnstuction, testin& mmmissioning operation and maintenance of the New PorL '?roject Cargo" means cargo whidr forms part of the shipment in er<cess of the five hrurdred (500) Freight Tors destined to one location or one pmject and containing parcels of goods of non-standard shapes and /or dimensions.
'?roject Documents" means this Agreerren!

the New Port EPC Conkac!

each O&MContract and any oth€r docunents designated as project documents by *re Parties.

"Project Parf' mears each of the Authority and the Concessionaire.
"Prudent Industry Standards" means generally accepted practices, methods, techniques and standards in handling mntainers and Cargosat maritime port terrninals thmughout sub-SaharanA-frica to achieve ttre objective of establishing and maintaining througlrout the Concession Term, the New Port as having the status of a world dass, modern container fr-arxshipment point in a mntainer terminal, the main flrnction of which is to be a c€ntal transport hub.
'S.eactive Maintenance" all maintenance, repair, replacernent or refi:rbistrment which is outside the scope of Ufe-Cycle Maintenance and Routine Maintenance, and which is necessary or desirable to remedy damage to or defects in the New Port or otherwise restore the New Port so that it can be operat€d in accordance with this Agreonenl 'Remedial Program" has the mening givor to sudr term in Clause 29.5(a)(iv) (Termination Procedure).
"Representations and Warranties"mears the representations and warranties contained in Claxe& (Rep resentatiorc and Warranties).

'Required Completion Date" has the meaning given to such term in Clause 16.3 (Required Completion Date).

l0 {- .- "Required Commercial Operation Date" means, for the New Port fifty-four (54) montts after the Commencement Date.

'T.equired KPIs" means the KPIs to be agreed in writing by the Concessionaire and the Authority in connection with the New Port.
'R.eviewing Committee" has the meaning given to such term in Clause 4,2 (Reviewing Committee)- "Reviewing Committee Meeting" me:ms a meeting of the Rwiewing Committee constituted in accordance with Clause 4.1 (Review of Concession) for the purpose of rwiewing the performance of this Agreernent "Ro'ro Berth" means the berth with the capacity to befih unload load and otherwise proc€ss roll-on rolloffvessels of 50,000 GT or br:lk Cargo vessels of 50,000 DWT to be constuctd owned and operated by the Concessionaire in accordance with the terms of this Agreement 'R.outine Maintenance" means maintanance, repair or replacernent whictr is routing minor, short term or cyclical in nature and which is necrssary or desirable to keep the New Port in good and safe working order so that it can be operated in accordance with the terms of this "Securi{y'' means a mortgagg charge, pledge, lien, or other security intercst securing any obligation of any Person or any other agreernent or arangernent having a similar effect.
"services" mears all those services providod within the New Port (however described and whether provided on a consolidated basis or not) as published or oth€rwise publicizedby the Concessionaire (or its contractors, agents or desigrees) and as amandd varied or zupplernorted tom time to time.

"Sierra Leone" mears the Republic ofSierra Leone.

"SLL" means Sierra kone lrones, the la*d.rl currency of Sierra Leone. '

SLMA" means the Sierra I-eone Maritime Administration.
"Sponsor'' has the meaning given to sudr term in the preamble to this Agreerrenl '"Tax" includes any and all forms of taxes, lwieg imposts, duties and charges and all withholdings and deductions in respect of ta(es, levies, imposts, duties and charges of wbatever nature and whether directly or primarily chargeable against recoverable from, or attributable to the concessionaire or another Person, including those on or relating to; incomg profits, gainq dividends, otlrer distibutiors (of cash or non-cash assets), tumover, receipts, sales, consumption, use, tansfer, ownership, inheritance, orcupation, moveable property, land or other immoveable propefty, the cessation of business, the transfer of fiscal residence or domicile, insurance or social security contibutions, documentary taxes, customs, er(cise an ether import and export duties, repatiation of monies outside Sierra kone the conversion of currency, the creation" tansfer, increase or repaynelrt ofshare capital.
'"Termination" means the t€nnination of this Agreemut in accordance wittr Clause 29 (Termination).
ll J- "Termination Amount''means the amount to be paid by the Autlority to the Concessionaire as compensation pucuant to Clause 29.6 (Termirwtion Compensation), as a result of Terrnination of this Agreemanl "Tennination Assets" means, at the time of payment of the Termination Amount or expiry ofthe Concession Term, tlre right, title, and interest ofthe Concessionaire in or to the Projecg including: (a) all work-in-progress and the stock of construction materials of the New Port if Termination ocsrus during Constuction Period; @) (c) at all times all assets, materials, plan!
machinery, equipment, vehicleq spare parts and other movable property owned by the Concessionaire in mnnection with the Project; and all intellectual propertyrights and doqrnerts.

'"Termination Date" means the date on which the Termination Amounl zubject to tlre deductions expressly contemrplated in this Agreemen!

is received in fi:ll by the Concessionaire.

"Termination Notice" has the meaning given to such term in Clause 29.529.5(c) (Terminati o n P r o c edur e).
'USCPf ' means the United States Consurner Price Index for all urban consumers (CPI-Lf published monttrly by the United States Bureau of labour Statistics within the United States Deparbnent oflabour, an index using a base of 100.

"USD", "$" or 'US$" means the lawfirl cunency of the United States ofAmerica- 'Vorks" means all the activities relating to the desigr, construction and equipping of the New Port necessary to meet the requtements ofthis Agreernent.
1.2 Interpretation This Agreement shall be interpreted according to the following provisions: (a) in the event of any ambiguity in the interpretation of this Agreement, this Agreement shall be construed as if drafted johtly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship ofany of the provisions of this Agreement; (b) (c) the word "including" means including without limitation; reference in this Agreement to statutes, ordinances, regulation, instructions or any other laws made thereunder include those statutes ordinances regulations, instructions or other laws as amended, modified, re-enacted or replaced from time to time; (d) unless the context otherwise requires: (D words in singular include the p1ural, and vice versa; 12 (ii) words importing the past tense shall include the present tense and vice versa; and (iii) word importing any gender include all genders; (e) (0 unless otherwise indicated, all reference in this Agreement to recitals, clauses, and Appendices refer to the corresponding recitals, clause, and Appendices of this Agreement; the Appendices to this Agreement shall form an integral part of this Agreement and have the same full force and effect as if they were expressly set out in the body of this Agreement.
The provisions in the body of this Agreement shall prevail in the event of any conflict between such provisions and the provisions of the Appendices; (g) any reference at any time to any agreement, deed, instrument, license or document ofany description shall be construed as reference to that agreement, deed, instrument, license or other document as amended, varied, supplemented, modified or novated at the time of such reference; (h) the headings and sub-headings in this Agreement (and references to them) are included for convenience only and shall not be taken into account in interpreting this Agree,ment; (i) 0) (k) 0) a reference to a Person shall include reference to any natural Person, corporation (wherever incorporated), partnership, unincorporated association, any form of govemmental or supra govemmental body, agency or authority (whether federal, nationai, provincial or otherwise) and any other entity or association of any nature (in each case whether or not having legal capacity); references to a public organization shall be deemed to include a reference to any successor to such public organization or any organization or entity which has taken over either or both of the relevant f,rnctions and responsibilities of the public organization; unless the context otherwise requires, any reference to 'day'' shall mean a reference to a calendar day and any reference to "month" shall mean a reference to a calendar month; and the last day for performance of an obligation under this Agreement falls on a day which is not a Business Day, the latest time for performance shall be ended to noon on the next following Business Day.
l3 CHAPTERII.

THECONCESSION 2, SCOPE OF CONCESSION 2 .1 Grant of Concession for the New Port Subject to the provisions of this Agreement, the Concessionaie shall have the exclusive riglrt and obliption to finance, design, construct, equip, test, commission, operate and maintain the New Port and to imposg chargg collec!

receive (and have firll legal and beneficial title to) the New Port Dwelopment Irrzy Fee (and all relwant penalties imposed in connection with sudt New Port Dwelopment lny Fee).
2 .2 Grant of Concession for the Existing Port Subject to the provisions ofthis Agreernent and the Governing Law, the Concessionaire shall have the exclusive rig[rt and obligation to imposg charge, collec!

receive (and have firll legal and beneficial tifle to) the Existing Port Dwelopment Inry Fe{and all relwant penalties imposed in mnnection with such Existing Pod Dwelopment kvy Fee).
2.3 ExclusiveConcession The Authority hereby inevocably undertakes that it shall not grant any of the rights and intercsts refeffed in Clause 2.1 (Grant of Concession for the Exi.sting Porl) and Clause 2.2(Grant of Concession for the Existing Porr) to any party etlgr rhan the Concessionaire during the Concession Teun.
The rights of the Concessionaire shall not affect any rig[rt or obligation before created by ttre Authority or the Governmenl including the Existing Port Concession Agreement 2.4 Non-Competition (a) Except as provided in this Agreement driring a period stating from the Effective Date (inclusive) and ending on the last day of the Concession Term, no Governrnmt Party shall: (i) (ii) implement, develop, establish, construct, manage or operate any port or container or ro-ro terminals in Sierra Leone, or grant a right to or permit any third party to do so, which would adversely affect the utilisation by vessel owners and operators of the transshipment seryices at the New Port or the revenue streams eamed by the Concessionaire from the New Port; or introduce or impose additional taxes, charges or duties on users of the Existing Port or the New Port if such taxes, charges or duties are reasonably likely to have a negative impact on the usage of the Existiag Port and the New Port by such Persons, unless agreed by the Concessionaire in writin g; (b) Paragraph (a) above shall not prevent a Governmort Party from granting the right to op€rate ff manage the Existing Pofl to the Existing Port Operators and to provide such services and conduct such activities (but excluding at all times t"ansshipment l4 services) as are provided or are being conducted by the Existing Port Op€rators as at the date of this Agreement).
EFFECTIVENESS ANDTERM OF CONCESSION 3.

3.1 Effective upon Sip.ing The provisiors of this Clause 3.1 (Efiective upon Signing) and of Clause 8 (Represenntions and.
Warranties), Clause 27 (Force Majeure) (only for the purpose of Clause 3.3(Con carsrbn Term)), Clatse3l (Confdentiality), Clause 33 (Governinglavr and Dispure Resolution), Clause 34 (l{aiver of lrununtly), ufi such other provisions of this Agre€mert as may be necessary to refq to in order to give meaning and effect to those clauses shall be in firli force and effect and binding upon and enforceable agairst tlre Parties on the date ofthis Agreemenl 3.2 Conditions Precedent to Effectiveness (a) o) (c) Except as described in Clause 3 .
I (Eflective upon Sign rng), the rights and obligations of the Parties under this Agreernent arc conditional upon and shall not come into force until the earlier of (such date being the 'tffective Date'): (D the date on which the last outstaading Condition Precedent has been satisfied or waived by each Govemment Party (in the case of any Condition Precedent to be firlfilled by the Developer Parties) or eachDeveloper Party(il the case of any Condition Precedent to be fulfilled by the Govemment Parties); and (ii) the date falling ninety (90) days (or such other period as the Parties may agree in writing) after the date of this Agreement (provided that such psriod shall be extended for an additional period not exceeding six (6) monthsif the ability to satisff such Condition Precedent is prevented or delayed by a Force Majeure Events).
The Parties may in writing waive ali or any of the Conditiors Precedenl The Dweloper Parties shall keep the Govemment Parties fi:lly informed of (and consult with the Government Parties the status of theDweloper Parties' efforts to satisfu tle Conditions Precedent to be satisfied by the Developer Parties and in particular: (D (iD shall provide a written report sunmarizing all material matters relevant to understanding the then current status of its efforts to satisfo such Conditions Precedent as soon as reasonably practicable after receipt of a reasonable request from the Govemment Parties; and immediately notifo the Govemment Parties in writing of the occrurence of any event or circumstance which might reasonably be expected to prevent satisfacfion or delay satisfaction of such Conditions Precedent until after the anticipated Effective Date, of any of the Conditions Precedent.
l5 (d) The Governrnent Parties shall keep the Developer Parties firlly informed of (and corsult with the Dweloper Parties concerning) the status of the Govemment Parties' efforts to satisry the Conditions Precedent to be satisfied by the Govemment Parties and in particulax (r) (ii) shall provide a written report summarizing all material matters relevant to understanding the then current status of its efforts to satisfu such Conditions Precedent as soon as reasonably practicable after receipt of a reasonable request from the Developer Parties; and immediately notiry the Developer Parties in writing of the occlurence of any event or circumstance which might reasonably be expected to prevent satisfaction or delay satisfaction of such Conditions Precedent until after the anticipated Effective Date, of any of the Conditions Precedent.
3.3 Concession Term (a) Subject to any extension to the temr of this Agreement (i) due to any Force Majeure Event, Change in Law Event or Extension of Constuction Period Event, (ii) purcuant to Clause 19.1(e) (Maintenance Responsibility), or (iii) pursuant to paragaph (b) below, this Agreement shall commence on the Effective Date and continue in full force until the earlier of the following (the "Concession Term"): (i) (i, the twenty-fifth (25u) anniversary of the Effective Date (the "Initial Term").
theTemrination Date; and (b) If the Authority and the Government are safisfied with the performance of this Agreement, the Concession Term may be er<tended to the thirty-fifth (35\ anniversary of the Effective Date (the 'FuIl Term') by written approval of both the Authority and the Governrnent and acceptance by the Concessionaire no later than six (6) months before tlre o<piry of the Lritial Terrn.
4, REVIEW AND MONITORING 4.1 Reyiew of Concession Parties shall establish the Reviewing Committee to review the perfomance of this Agreemenl The Reviewing Committee shall hold a meeting (tre 'Reviewing Committee Meetingl) wery ten (10) yeas from the Effective Date to review the perfomrance of this Agreernent 4.2 ReviewingCommittee The Reviewing Commitee shall !s cornprised by nine (9) mernbers, fogr (4) of whicl strall be appointed by the Concessionaire and five (5) of which shall be nppe6166 6, 1r" Government Parties.
Thechairman of the Reviewing Cornmiuee shall be appointed by the Govemment Parties.

The appointnent of each mernber of the Rwiewing Commitee shall t6 4.3 4.4 be made promptly by the Parties but in any evant no later than two (2) months before the date of each Reviewing Committee Meeting Reviewing Procedure (a) The Government Parties shall notif the Concessionaire that it wishes to hold a Reviewing Committee Meeting no later than three (3) montls before the date of such Reviewing Committee Meeting.
The venue of each Reviewing Committee Meeting shall be in Freetowr\ Sierra I-eone and the duration of each Rwiewing Committee Meeting shatl not be more than thrce (3) consecutive days.

The Parties shall notif, each other of the names of the merrbers appointed by it to attend the Reviewing Committee Meeting.

The Govemment Parties shall prcparc an agenda for each Reviewing Committee Meeting (induding details of the Revievring Committee's members, venue, etc.
), whidr shall be circulated at least fiftsen (15) Business Dap before ihe date of sudr Rwiewing Corunitee Meeting (b) The costs and er<penses in mnnection with each Rwiewing Committee Me€ting shall be shared equally between the Government Parties and the Concessionaire.
(c) If after the conclusion of any Reviewing Committee Meeting it is agreed by the Govemment Parties and the Concessionaire that any amen&nent to this Agreernent proposed by any Paty should be rnade, sudr mrendment shall bernade by way of a into between the Government Parties and ttre written agrement €ntered Concessionaire in accordance with Clar:lse 32.6 (Variatbns) of this Agreernent Monitoring Committee (a) The Govenrment Parties and the Concessionaire shall establish a monitoring commi$ee (ttre 'Monitoring Committee ) within two (2) weeks after the Effective Date.
The Monitoring Corffnit€e shall consist of Swen (7) monbers.

Earh oflhe Authority, NCP, MOTA MOFED, PPP may appoint one (l) member and the Concessionairesball appoint two (2) merrbos.
Details of the mernbersof the Monitoring Committee strall be notified to each Paty before the Monitoring Committee is established; (b) The Monitoring Committee shall monitor and facilitate the implonentation of this Agreement to emhance efiective and efficient operations ofthe Project and to ensure the Concessionaire's mmpliance with Applicable l^aws.
The mandale of the Moniloring Committee includes oramination of the opa;ations and relevant documentation of the Project apinst the provisions of this Agreement and Prudent Industry Standards.

Sudr examination strall be undertaken in good fiith and strall allow equal mnversation between the Concessionaire and the Government Parties.
(c) The Monitoring Committee shall not interfqe with the Concessionaire's internal managernent 4.5 Monitoring Procedure The Monitoring Committee shall meet aI least twice a year after its constitution to carry out itunandate as provided in Clawe 4.3 (Monitoing Commifree).If rqrcted by any Party, lhe Monitoring Cornnittee may hold additional meetings.
After each meeting tlre Monitoring t'7 Committee shall prepare a meeting report sefting out its findings and recommendatiorx as regards the construction and/or oper;ation by the Concessionaire of the Project as agains the requirements of this Ageemort three (3) copies of which shall be delivered to the Authority, the NCP and the Concessionaire respectively.

l8 CHAPTER III.

OWNERSHIP, FINANCING AND ASSIGNMENT 5.


CONCESSIONAIRE AS THE PROJECT COMPANY 5.1 Special Purpose Vehicle (a) The Concessionaire was established by the Sponsoron S€pt€mber 22,2016 for the sole purpose of implernanting the Project O) The Governrnent Parties hereby agree that the Sporsor may tansfer any of its strares to any party witlul the advance approval or consent fiom any Govefiment Party.
5.2 Business of the Concersionaire During the Concession Ternl the only business ofthe Concessionaire shall be: (a) imposing charging collecting and receiving the Port Dwelopment lary Fees (and any relevant penalties imposed in mrurection with sudr fees); and (b) financing designing building testing and commissioningequipping operating and maintaining the New Port pusuart to this Agreernent 6 OWIYERSEIP 6.1 The Government Parties' Ownership The Authority shall have sole ownership in the Existing Port and the Cornmon Area 6.2 The Concessionaire's Rights (a) Alllands within the Exchsive Area shall be reclaimed from the sea After the reclamation, the Concessionaire shal1 have sole ownership of the lands within the Exchsive Area- (b) (c) The Concessionaire strall have (i) sole riglt to impose, charge, mllect receive (and have full legal and beneficialtitle to) the Port Dwelopment lrvy Fees(and any relevant penalties imposed on zuch fee.s) and (ii) all legal and beneficialtitle to all the New Port Assets.
Upon the Termination and fi:ll payrnent of the Termination Amount by the Autlrcrity to the Concessionaire (or ie desipee) in accordance with the provisiors of this Agreernen!

the Concessionairc shall transfer aI its rights in the Exclusive Area to the Authority and the Concessionaire's rigltts in the Exclusive Area shall cease to have effect without the need for any fi:rther action to be taken by the Authority.
6.3 Common Area and other Rights (a) The Concessionaire and its ernployees, contractors, strypli€rs, Crstomers and designees <hall have the non-exchsive right to use the land within the Cornmon Area during the Concession Term.
Such right to use shall be at least equal to the rights of other Persons having any rigft in using the Common Area l9 (b) (c) Subject to Applicable laws and the Authority's prior written approval (such approval not to be unreasonably conditiond delayed or withheld), the Concessionaire shall have the right to negotiate rights ofway, easements and other tlpes of access to land, to the Conunon Area in order to perfomr other properties and utilities near or adjac€nt its obligations hereunder.The Authority shall also grant (or procure that any other Person grants) ttre Concessionaire such rights of easement, access, exit and other use of all land in the vicinity of the New Port and the Existing Port as required for the Concessionaire to implernant the Projecl Subject to the Authority providing 21 days prior notice in vniting to ttre Concessionaire and provifud that the perfomrance of operations within the Exclusive Area by the Concessionaire are not advemely affected as a result of the matters descriM in paragmphs (i) to (v) below, the Authority reserves the riglt Aom time to time to: (D make changes to any portions of the Common Area; (iD temporarily close any portion of the Common Area; (iiD construct, remove or change the location of any facilities or construct additional buildings and other facilities ia the Common Area; (iv) prohibit unauthorized Persons from using or accessing the Commsa Are4 or (v) perform such other activities and make such other changes to or with respect to the Common Area as the Authority may deem appropriate.
6.4 Peacefirl and Quiet Enjoyment by the Concessionaire (a) The Autlrority undertakes to the Concessionaire tbat it sball proo:re that all and any rights in the Common Area enjoyed by any Person shall not p@udice the Concessionaire's pea.cefirl and quiet enjoyment ofthe Cornrnon Area or its rigfuts and interests to own, acc€ss or use the Exclusive Area O) In the went that any tlid party conducts activities or presents clairns which interfere with the Concessionaire's peacefirl and quiet possession and enjolment of the Common Area or the Concessionaire sufiers ftom claims, causes of actioq dmrages, or losses which may arise tom the acts or omissions of a Person having a riglt ofuse over the Common Area, the Authority shall indemni$,, defend, and hold the Concessionaire harmless from and agairst any suctr claims.
6.5 Security over the Port Development Levy Fees and the New Port Assets (a) The C-oncessionaire shall be entitled to create Searity over ib riglrts, tifle and interest in the Port Development lerry Fees and the New Port Assetsin favor of the Finarce Parties for the purpose of the Financing provided tlnt any such Security shall not continue fora period exceeding the Concession Tem.
The Concessionaire may enter into all such transactioDs, and may become party to the related debt obligations that may be widenced or secured by the Finance Documents.

20 7 7.1 (b) Exc€pt as perrmtted by paragraph (a) above, the Concessionaire shall 161 create or permit the creation of any Security over any ofits rights, title and interest in the Port Development [g4y Fees and the New Port Assets.
FINANCING, ASSIGNMENT AND STEP-IN RIGIITS Financing and Government Guarantee (a) The Parties ac.knowledge that the construction of the New Port will require financing by the Lenders.
The Concessionaire shall be solely resporsible for arranging and providing all the financing required for the New Port O) In support of the Firnncing the Govemment h€reby agrees that: (1) it shall proyide a guarantee in favor of the Finance Parties in connection with all payment obligations of the Concessionaire pursuant to the Finance Documents; (ii) (ii, it shall obtain all consents and approvals required (and provide all legal opinions required by the Concessionaire in form and substance satisfactory to the Lenders) in connection with the Financing; and it shall grant all consents and effect all registrations as may be necessary to enable the Concessionaire to grant a first ranking Security over all Port Developmot Irvy Fees and New Port Assets.
(c) The Concessionaire agrees that the Govemment shall review the Financing Documents and the Govemment shall consent to such document before it is executed.

Such consent not to be unreasonable withheld.

'7 .2 Direct Agreement To facilitate the Financing the Governrnent Parties hereby agree to €nter into any direct agreements and other relevant doormentsin mnnection with this Agreement and any of the otlrer Project Documentswith the Finance Parties (the 'Direct Agreemenb').
The Authority agrees to negotiate in good faith with the Firnnce Parties regarding the terms of zuch Direct Agreernents as may be reasonably required by the Finance Parties in connection with theFinancing.
7 .3 Assignment to the Finance Parties (a) Notwitlstanding the provisiors in Clause 32.9 (Assigrunent), for the sole purpose of the Financing the Concessionaire may assign, by way of security, the benefit o{, or its interest iq ttris Agreernent and any of the other Project Doonnents, according to the requtanents of any ofthe Finance Docrunents in favor ofthe Finance Parties.
(b) The Concessionaire shall firmish eacl Govemment Party with a written notice setting forth the names of the Finance Parties and the addresses of the Finance Parties to which any notices arc to be sent pusrunt to the assignment referred to in paragmph (a) above.

Each Govemment Party shall prompdy upon notification, provide adarowledgments and consents in mnnection with the notices serrt by the 2t Concessionatg and shall not wreasonably withhold zuch acJ<nowledgrnents and consents.
7.4 Finance Parties' Step.inRights (a) From and after Financial Close Date for so long as any Finance Document remain in effec!

upon the occurrence of a Concessionaire Event of Default, the Finance Parties may make any payment or perform any act rcquired to be made or performed by the Concessionaire with the same effect as if it had been made or performed by the Concessionaire itsel4, so that such Concessionaire Event ofDefa.ilt is cured.

o) The Government Parties shall no!
upon a Concessionaire Evant ofDefuulg terminate this Ageement without first providing a Notic€ of htention to Terrninateto the Finance Parties and otherwise in accordance with any Direct Agreemmt and granting the Finance Parties a period of not less than 180 days to remedy or cure such Concessionaire Event of DefaulL (c) Upon receipt of a copy of theNotice of Intention to Terminate from the Government Parties as a result of a Concessionaire Event of Default the Finance Parties may within a period of 180 dals after receipt by the Finance Parties of zuch Notice of Intention to Terminate, but shall have no obligation to: (iv) remedy or procure the remedy of such Concessionaire Event of Default; or (v) assume, or arrange for a substitute company or companies to assume, all of the interests, rights and obligations of the Sponsor and the Concessionaire under this Agreement and in the Concessionaire.
(d) If the Finance Parties or their nominees assume the Concessionaire's rights and oblieations under this Agreonen!
the Authority hereby agrees not to terrninale this Agreernerfl (e) (0 If ttre Finmce Parties choose not to o(trcise their optiors rmder this Clause 7.4 (Firance Panies' Step-in Ngha) or any Direct Agreement within thnry (30) days after receiving tlre Notice of Intention to Terminate, or fail to cure a Concessionaire Event of Default within tlre period provided for in such the Notice of Intention to Terrninate or Clause29.5 (Termination Procedure), the Autlrcrity shall be entided to terminate this Agreement in accordance with the terms hereof Exceptas set forth in this Clause 7.4 (Finance Parties' Step-in Rights), the Finance Parties shall have noliability for Ore performance of this Agreemen!
or shall otherwise have anyobligations haeunder or thereunder.

22 CHAPTERIV.
REPRI,SENTATIONSANDUNDERTAKINGS 8 8.1 REPRESENTATIONS AND WARRANTIES The Government Parties' Representations and Warranties Eadr Government Party regesents and warants to the Concrssionaire on the date of this Agreanent and on ttre Effective Datethe following representations and warranties: (a) with respect to each of the Authority and NCP only, it is a public authority duly constituted and validly existing under the laws of Sierra Leone; (b) it has the power and authority to enter into this Agreernent and perform all its obligations hereunder and grant the Concessionaire the rights granted hereunder; (c) (d) (e) it has obtained all authorizations that are required under the laws of Sierra Leone to enter into and perform all its obligations under this Agreement; it does not enjoy under the laws of Sierra Leone, any right of inmunity from suit, judgrnent, set-off, execution on a judgment, attachment or other legal process conceming any of its obligations hereunder; no litigation, administrative, arbitration or other proceedings before any court or any judicial, administrative or other authority or arbitrator is taking place, pending or,to t}le best of its knowledge, information and belief, threatened against it conceming entry into this Agreement and/or the perforrnance of the obligations undertaken by it in terms of this Agreement and/or the other Project Documents to which it is a party which, if adversely determined against it, would have a material and adverse effect on its ability to perform its obligations under this Agreement; (0 all obligations expressed to be assumed by it under this Agreement constitute itslegal, valid, biading and enforceable obligations; (g) the entering into or performance by it of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under any instrument or arrangement to which itis party and by which it is bound or violate any of the temrs of the Ports Act 1964 of Siena kone and
 regulations made thereunder and any other statute, rule or regulation applicable to itor any writ, order, injunction or judgrnent by which it is bound; (h) the use by the Concessionaire of the Concession Area in the manner contemplated by this Agreement will not contravene any Law; (i) the Concession Area is not and if properly used or operated by the Concessionaire do not constitute an environmental hazard or a source of pollution or contamination; 23 0) (k) the Auttrority is the sole legal and beneficial owner of the Common Area free from any Security, encumbrance, 1ien, claim or interest of any other Person; and throughout the Concession Term, the Concession Area is and will be fit for the purpose of the operations il accordance with this Agreement.
8.2 The Concessionaire's Representations and Warranties The Concessionate repres€nts and warrants to each Governmflt Partyon the date of this Agreernent and on the Effective Date the following representatiors and warranties: (a) it is a limited liability company duly incorporated and validly existing under the laws of Sierra Leone; (b) (c) (d) (e) (0 it is a special purpose vehicle incorporated for the sole purpose of performing its duties in accordance with this Agreement; it has all necessary power and authority to execute, deliver and perform all its obligations under this Agreement; it has taken all necessary corporate actions to authorize the entry into and perforrnance of this Agreement and the signatories on behalf of the Concessionaire has been duly authorized to execute and deliver this Agreement on behalf of the Concessionaire; it has obtained a1l necessary authorizations to execute, deliver and perform this Agreement, including but not limited to any authorizations to be obtained from any third party or any Govemment Authority; it is financially solvent, able to pay its debts as they fall due and possqsses sufficient working capital to perform its obligations hereunder; (g) no order has been made or petition presented or filed in any court of competent jurisdiction or resolution passed for the appointrnent of an administrative or other receiver, manager or liquidator of the concessionate or any Person udft 3 similar function, or for its winding up, nor has any distress, execution or other process been levied on the Concessionaire or any of its assets; (h) no litigation, administrative, arbitration or other proceedings before any court or any judicial, administrative or other authority or arbitrator is takiag place, pending or, to the best of its knowledge, information and belief, threatened against it conceming entry into this Agreement and/or the perforrnance of the obligations undertaken by it in terms of this Agreement and,/or the other Project Documents to which it is a party which, if adversely
 determined against it, would have a material and adverse effect on its ability to perform its obligations under this Agteement; (i) all obligations expressed to be assumed by the Concessionaire hereunder constitute legal, valid, binding and enforceable obligations of the Concessionaire in accordance with the provisions of this Agreement; 24 0) the entry into and performance of this Agreement by it does not and will-not conflict with its constitutional documents, any restriction or other obligation which is legally binding on the Concessionaire or any of its present or future assets; (k) to the best ofits knowledge, information and belief, neither the Concessionaire nor the Sponsor, nor any of their respective group or associated companies, nor any of their respective officers, employees or authorized agents has committed any act of Bribery or Cormption; and (1) to the knowledge of the Concessionaire, nothing that is within its reasonable control has occurred or is existing which might or will materially adversely affect the Concessionaire's ability to fulfiII its obligations in accordance with this Agreement.
8.3 Reliance Each Pafiy acknowledges that each other Party has relied on the Representations and Warranties when entering into this Agreernent 9 9.1 t]NDERTAKINGS Equity Contribution The Sponsor shall contribute by way of subscription of shares in, or an advance ofa loan to, the Concessionaire (the Equity') in an arnount equal toEight Million Five Hundred Thousand USD (USD8.5 million) promptly after the date of this Agreernenl 9.2 Concessionaire'sUndertakings Up to and including the Effective Date the Concessionaire wiX immediately disclose in writing to the Authority (a) any fact or circumstance which may become known to it which is a breach of the Concessionaire's Representations and Warranties; (b) any fact or circumstance which can reasonably be expected to be likely (whether with the passing of time, giving of a notice, firlfillrnent of a condition or in some other way) to cause or constitute a breach of the Concessionaire's Representations and Warranties; (c) The Concessionaire shall, with prior approval from the Authority, rq)resent the Authority at all levels when dealing with any partner (public or private), any carders, any shippers, any ship owners or any stake holders in respect of the Port Development kvy Fees and make fuII disclosure of the Port Development Levy Fees to the Authority; and (d) The Concessionaire shall deploy its team of experts and personnel for the perfomrance of its obligations hereunder.
The Concessionaire covenants that the experts and personnel made available by it for the performance of this 25 Agreement are suitable and qualified for the duties for which they have been deployed.
9.3 GovernmentParties'Undertakingg (a) Up to and including the Effective Date, the Authority will immediately disclose in writing to the Concessionaire: (D any fact or circumstance which may become known to it which is a breach ofthe Authority's Representations and Warranties; and (ii) any fact or circumstance which can reasonably be expected to be likely (whether with the passing of time, giving of a notice, firlfiltnent of a condition or in some other way) tocause or constifute a breach of the Authority's Representations and Warranties.
(b) The Authority shall and shall procure each other relevant Govemment Authority to, upon application by the Concessionaire, grant all such Approvals as the Authority and any other Govemment Authority may be required to give under Applicable Laws and are such as are required for the performance of the Concessionaire's obligations under this Agreement, including but not limited to the Identified Approvals.
(c) The Authority shall, at all times, keep the Ports open to berthhg and un-berthing of vessels so that the Concession Area may be accessible by the Customersboth by sea and by land.

The Authority shall maintain a minimum depth of seventeen (17) meters at the Berths at all times in order to ensure that the maximum utilization can be achieved.
(d) The Govemment Parties shall procure MOFED to approve the application by the Concessionaire in respect of the exemption of customs duty and all other Taxes imposed on equipment and supplies in connection with the Project in accordance with the applicable laws of Sierra Leone; (e) The Government Parties shall ensure that their personnel, contmctor, agent, employees and agents shall not unreasonably delay or interfere with the operations of the concessionaire.
(0 (e) The Authority shall ensure the timely and efficient provision of pilotage, towage, navigational aids, mooring and unmooring of vessels, vessel kaffic management systems and such other marhe services as requfued by vessels calling at the Ports.

The Authority will grant the Concessionaire fuIl access to all covered and open storage areas and buildingslocated wirhin the Concession Area from the Effective Date.
Such areas will be handed over to the Concessionaire in vacant clean and uncluttered condition.

The Concessionaireshall have no responsibility in relation to any arrangements for the storage areas and buildings that have already been in place prior to the handover to the Concessionaire.
26 9.4 Offshore Accounts and USD Each Govemment Party hereby consents and agteesthat: (a) the Concessionaire may impose Port Development l.erry Fees and Operation Charges on the Exisring Port Carriers, the Customers and the New Port Carriers in USD and confirms that all such payments shall be due and payable to (and settled in) USD; O) G) (d) (e) the Concessionaire shall (i) have the right to open the Concessionaire London Account and any other accounts with a bank outside the territory of Sierra Leone (together the "Offshore Accounts") for the purpose of this Agreement or the Financing, (ii) have the right and freedom to withdraw, use and transfer any proceeds in such Offshore Accounts and (iii) be entitled to maintain all such sums in the Offshore Account at all times; The Govemment shall be a co - signatory to any zuch account created.
the Existing Port Carriers, the New Port Carriers, the New Port Operators and any other Person that has an obligation to pay the Concessionaire shall have the right and freedom to make direct USD payments to the Concessionaire London Account; there will be no (i) requirement to settle any such payment to the Concessionaire in any currency other than USD or (ii) obligation to convert such sums into SLL or to otherwise remit such sums to an acmunt in Sierra Leone; and no foreign.
exchange restrictions or limitations on the availability and transferability ofUSD and the convertibility between USD and SLL shall be imposed on the Concessionaire.

,F A .5 5 5 27 CHAPTERV.

THEBXISTINGPORT 10.
IMPOSITION OIi TIIE EXISTING PORT DEVELOPMENT LE\'Y FEIi 10.1 Existing Port Development Levy Fee (a) The Government shall, promptly after the date of this Agreement,pass legislation (the "Existing Port Development Lery FeeAct")to allow the Concessionaire to impose, charge, receive and collectthe Existing Port Development Levy Feewith effect from the Effective Date and require that all Existing Port Development Levy Fee shall be paid by the Existing Port Carriers to the Concessionaire directly.
The Existing Port Development Levy Fee Act shall reflect relevant requirements hereunder in connection with the Existing Port Development Levy Fee.

O) The Concessionaire shall have the right to collect the Existing Port Dwelopment levy Fee from the Effective Date in accordance with Clause 11 (Existing Port Development Levy Fee Rates).
10.2 No Other Charges Except the fees provided in Clauses 10.1 above, the Concessionate shall not impose any other charges in connection with the ExiSing Port on any Existing Port Operatom or a1y Existing Port Caniers.

10.3 Date of Collection The Concessionate shall have the right to collect the Existing Port Development Levy Fee twenty-four (24) hours a day and swen (7) days a week starting fiom the Effective Date (inclusive) and until the last day ofthe Concession Tenn (inclusive).
10.4 Eilsting Port Operator Activity The Autlrority will ensure full mmpliance by each Existing Port Operator u/ith Good Conducting Standards, the Existing Port Concession Agreement and other operation docrunents so as to zupport the implonortation of the Project in accordance with this Agreernent.

11.
11.

EXISTING PORT DEVELOPMENT Ltr\ry FEE RATBS 11.1 Rates The Existing Port Development Levy Fee shall be charged by the Concessionaire at the rates as provided inAPPENDX VII (Extsting Port Development Levy Fee Rates).

ll.2 Changeof Rates (a) Therates of the Existing Port Dwelopment lrvy Fee shall not be drangd amended, escalaled or reducedduring the Concession Term except as provided in paragraph (b) below.
28 (b) If the costs of developing or operating the New Port increase significantly as a result of any Change in Law Event, Force Majeure Event or any other event which has a material adverse effect on the Project, the Concessionaire and the Authority may discuss in good faith the mechanism of increasing tl,e rate of the Existing Port Development Levy Fee.

I I .3 No Tax Imposed The Existing Port Developrrent loy Fee shall not be taxable in Sierra Leone.
The Government hereby con-firms that the Existing Port Development Irrry Fee is exernpted from all Taxes in Sierra kone.
If for any reason any Tax is imposed on the Concessionaire or paid by the Concessionaire or any other party on the Concessionaire's behalf, the Govemment shall reimburse the Concessionaire such amount of imposed Tax as is necessary to leave the Concessionaire (after that reimbunonent) in the same position as it would }rave been in had such Tax not been required to be paid by the Concessionaire.
| | .4 Penalty for Delayed Payment The Concessionaire may impose a penalty fee onthe Existing Port Carriers in accordance with the Existing Port Development Levy Fee Actin the evort of any delay by the Existing Port Caniers in the pa)4nent of any Existing Port Development Levy Fee.

Details of the penalty (including the amoun!


the starting date and end date for calculation of such penalty fees) shall be agreed in writing no later than 90 days after ttre date of this Agreernent by the Concessionaire and 0re Authority and included in the Existing Port Deveiopment Levy Fee Act 12.
COLLECTION OF THE EXISTING PORT DEVELOPMENT LE\ry ITtrtr 12.1 ConcessionaireAccounts The Concessionaire shall open an account with a bank acceptable to the Aufiority and the Finance Parties in London for the collection of the Existing Port Development Levy Feeand any relevant penalties (the "Concessionaire London Accorurt'').
12.2 Payment of Existing Port Development Lery Fee (a) Any Existing Port Development Levy Fee and any relevant penalties shall be paid by the Existing Port Carriersto the Concessionaire London Accounton a date as required by the Concessionaire.

(b) All payments pursuant to this Clause 12 (Collection of the Existing Port Development Levy Fee) shall be made in USD.

13.
13.

CHANGES TO TIIE EXISTING PORT OPERATORS (a) The Authority may, at its sole discretion, replace or supplement any Original Existing Port Operator with a new operator.

O) Immediately following the replacement or addition of any Original Existing Port Operator (but in any event no later than two (2) Business Days after such 29 replacement), the Authority shall provide written details as to the identity of each new operator to the Concessionaire.

14.
MONITORING SYSTEM (a) For the purpose of collecting the Existing Port Development Levy Fee, the Authority hereby: (i) grants the Concessionaire allaccess to information and statistics of the operations of the Existing Port; and (ii) will provide the Concessionaire each day with such information as is necessary (including records dernonstrating the identity of each Existing Port Carrier that utilizes the Existing Port) so as to enable the Concessionaire to charge and collect the Existing Port Development Levy Fee from each Existing Port Carrier.
(b) The Authority shall procure that the Existing Port Operatorscomply with the monitoring mechanism to be agreed by the Concessionaire and the Existing Port Operators.

(c) The Authority shall provide an office space at the Existing Port for the Concessionaire perforrn its obligations under this Agreement.

The rent for such office space shall be agreed by the Authority and the Concessionaire in a lease agreement.

15.
15.

RTPORTING (a) The Existing Port Development Levy Feeand any relevant penalties (if any) shall be recorded using a statistical reportsheet to be jointly developed and agreed by the Concessionaire and the Authority.

(b) The Concessionaire shall, on a yearly basis, provide to each of the Authority and the NCP a detailed report in connection with the Existing Port Development Levy Fee and any relevant penalties (if any),using the forrnat referred to in paragraph (a) above.

30 CHAPTERVI.

THENEWPORT 16.


DESIGN AND CONSTRUCTION OF TIIE NEW PORT 16.

I Functional Requiremenb The Concessionaire strall desip and construct the New PorLThe New Port shall comply with the Frmctional Requirernents as requested by the Authority.

16.2 The New Port EPC Confract The Concessionaire slull have the right to and rcsponsibility for selecting the New Port EPC Contractor and agreeing the provisions of the New Port EPC Contract without the approval of the Authority.
16.3 Required Completion Date Subject to Clause 16.5 (baewion of Corctruction PerioQ, the Concessionaire shall ensure that the Works shall be mmpleted witlin forty-eight (48) montls after the Commencement Date (the 'R.equired Completion Date').
16.4 Progress Reviews Tbroughout the poiod from the Effective Date rmtil the Commercial Operation Date for the New Port the Concessionaire shall keep the Authority flrily infonned on the progress of the Worla and in particular: (a) theConcessionaire shall provide the Authority with monthly progress reports, in such initial form and containing such infoflnation, as the Concessionaire and the Authority may agree and thereafter in such other form and containing such other information as the Authority may reasonably require from time to time as agreed between the parties; (b) theConcessionaire and the Authority shall hold regular progress meetings to review performance of the Works and discuss any co-ordination issues; (c) at the completion of each stage of major construction activity, the Authority shall provide written acceptance and confirmation within fifteen (15) days that the completed construction is in accordance with the Authority's requirements.
Absence of any written confimration or written objection from the Authority within fifteen (15) days of completion of each such stage of major construction activity shall be deemed as acceptance by the Authority.
16.5 Extension of Construction Period (a) For the purpose of this Clause L6.5 (Extension of Construction Period), an "Extension of Construction PeriodEvenf ' means: (D a breach by the Authority of its obligations under any Project Document to which the Authority is a party which results in a material adverse impact on the construction schedule of the New Port; 3l =-- (ii) a Force Majeure Event affecting the Concessionaire or its contractors, agents or designsgs insluding the New Port EPC Contmctor; (iii) a delay in obtaining any Approval required for carrying on the design, construction and/or commissioning of the New Port for reasons beyond the control ofthe Concessionaire; (iv) loss of time or delay resulting from delay in obtaining or intemrptions in the supply of utilities such as electricity and water notwithstanding reasonable efforts by the ConcessionaLe; or (v) loss of time or delay resulting from the sub-soil conditions of the Concession Area and its surroundings being materially different from the conditions the Concessionaire could reasonably have foreseen; the occurrence of which, in any case, prevents or delays the Concessionaire from complying with this Agreement.
For the Avoidance of any doub!

Extersionsof Construction Period are reslricted to the Corstruction Period ofthe New Port (b) As soon as possible and in any event within seven (7) Business Days after the Concessionaire in good faith determines that any Extension of Construction PeriodEventhas occurred, the Concessionaire shall notiff the Authority of: (i) the occurrence of the Extension of Construction Period Even!
giving a reasonable description of its nature and cause; (ii) the Concessionaire's assessment of the effect of the Extension of Construction PeriodEventon the perfomrance of the Works and in particular the effect on the construction schedule of the New Port, quantiffing its assessment of the period of delay caused by the Extension ofConshuction Period Even!
with suppo*ing reasons for that assessment; (iii) the Concessionaire's proposed measures for mitigating the consequences of delay; and (iv) the cost implications of the Extension of Consfuction Period Eventand proposals as to how the Concessionaire will fund themprovided that such proposals shall be made without admission of hability on the part of the Concessionaire or without prejudice to the Concessionaire's rights at either law or under this Agreement in respect of the recovery or reimbursement of such firnding and/or damages from the Authority or any other Person.
(c) The Concessionaire shall provide such firther information conceming the Extension of Constuction Period Event as the Authority may reasonably require from time to time.

(d) The Concessionaire shall use all reasonable efforts to prevent the delay and costs resulting from an Extension ofConsfiuction Period Event.
32 (e) Subject to the terms of this Clause 76.5 (Extercion of Construction Period), if the Authority is satisfied that or it is determined by the Expert pursuant to Clause 33.2 (Expert Determination) that an Extension of Construction PeriodEventhas occurred, the Concessionaire shall be entifled to such extension of time as shall be reasonable (taking into account not only the Extension of Construction Period Eventitself but the reasonably foreseeable consequences of the Extension of Construction Period Eventagreed with the Authority or determined by the Expert) by fixing a new Required Completion Date which shall replace the existing Required Completion Date.
(D For the purpose ofparagraph (e) above: (0 (ii) no account shal1 any extension oftime be for a period greater than the period of delay caused by an Extension ofConstruction Period Evenq if the Concessionaire is unable by reason of an Extension of to corrrmence or continue construction of the Construction Period Ev€nt New Port in accordance with the construction schedule of the New Port, the Operation Period, the Concession Termand the term of this Agreement shall automatically be extended by the period represented by such extension of time.
17.

COMMISSIONING l7 .1 Commercial Operation Date The Commercial Operation Date of each Berth and the New Portshall ocqrr when thekrdependent Engneer issues its crrtificate that tlrc Commissioning Tests for such Berth and the New Port have been zuccessfully completed.
17.2 CornmissioningTesb (a) The Commissioning Tests (the "Commissi6ning Tests") for each Berth and the New Port shall be conducted by the Concessionaire in accordance with the test procedures and requirements set out in APPENDX IX (Commissioning Zesfs) and in the presence ofthe Independent Engiaeer.

(b) The Concessionaire shall give the Authority and the Independent Ensineer not less than sixty (60) days'notice of the date on which it wishes to conduct the Commissioning Tests.
(c) The Commissioning Tests shall be conducted on the dates specified in the notice given by the Concessionaire pursuant to paragraph (b) above or such other date as the Concessionaire and the Authority may subsequenfly agree in lryiting with the lndependent Etgsneerprovided that the Concessionaire shall not be liable if, due to a cause outside the control of the Concessionaire, the Independent Engineer fails to present itself at the appointed time and place.
(d) The Authority shall be entitled to have representatives attend and observe the Commissioning Tests.

The Concessionaire shall notifr the Authority and the JJ Independent Engineer of the precise time and precise place for carrying out the tests.
l7 .3 Comrnissioning Certificate (a) The certificate issued by the Independent Engineer(the "Commissioning Certificate") shall state that the relevant Berth (or the New Port, as the case may be) comply with allFunctional Requirements and other requirements of this Agreement.
The lndependent Engineer shall be provided by the Concessionaire with fulI information as are reasonably required and stipulated by the lndependent Engineer, and as ageed between the Project Parties and confirmed by the lndependent Engineer, to enable it to issue a Commissioning Certificate.

(b) The issuance of a Commissioning Certificate shall not affect the Concessionaire's responsibility to ensure the New Port satisfy all the requirements of this Agreement.
17.4 IndependentEngineer (a) The lndependent Engineer shall be a Person or corporate entity specializing in the business of port construction and equipment verification and able to deploy suitably qualified and experienced persorurel.

In particular, the lndependent Engineer shall have appropriate civil, mechanical and electrical engineering qualifications and specific experience in the commissioning of a container handling port installation.
The Authority and the Concessionaire shall seek to agree the identity of the Independent Engineeras soon as possible after the date of this Agreement buy in any event no later than six (6) months after the Effective Date.

If the parties fail to agree on the appointment of the lndependent Engineer by no later than nine (9) months after the Effective Date, either party may apply to the lnstitution of Engineers to appoint the lndependent Engineer.
To avoid any doubt, the sarne Independent Engineer shall wherever practicable be appointed to carry out Commissioning Tests on all four(4) Berths.

(b) The costs of the Independent Engineer shall be shared equally by the Concessionaire and the Authority.

(c) The Independent Engineer shall act as an Expert.
Without affecting the general powers of the Independent Engineer to obtain infomtation pursuant to Clause 33.2 (Expert Determination), the Concessionaire shall and shall procure that the New Port EPC Contractor shali, provide all information conceming the desip and construction of the New Port as may be required by the Independent Engineer for the purpose of the Commissioning Tests under Clause 17.2 (Commissioning Tests).
(d) The Concessionaire shall be responsible for the provision ofali electricity, fuel, other utilities, labour, test equipment, instruments and other apparatus, facilities and materials as may be required in order that the Independent Engineer may fully and properly examine each Berth during Commissioning Tests.
34 L7 .5 Rejection for Issuing a Commissioning Certificate If ttre hdependent Engneer is not willing to issue a Commissioning Certificate following Corunissioning Tests, it shall so notify the Concessionaire and ttre Authority giving its reasons.
Following such notifi cation: (a) the Concessionaire shallcarry out the work on the Berth at its own cost and expense as soon as possible in order to rectify the problems ftat led to the failure; and O) Commissioning Tests shall then be repeated on a date set by the Independent Engineer after consultation with the Concessionaire and the Authority.
17 .6 Required Commereial Operation Date The Concessionaire shall procue that the Commercial Operation Date of the New Port occurs on or before the Required Commercial Operation Date of the New Port.

18.
OPERATION 18.1 Scope of Operation The Concessionaire shall have the sole and o(clusive right and obligation to perform the functiors of an operator of ttre New Port including tlrc following firnctions in relation to the New Porl (a) (b) (c) procuring the supply of all utilities, including power telecommunications, water and sewerage,provided that wherc the Authority is able to do so without affecting the Concessionaire's operations, the Authority shall grant any reasonable request of the Concessionaire to access or connect to such utilities belonging to or used by the Authority and that all costs in this regard shall be bome by the Concessionaire; the procureoxent and operation of all communication, control and administrative systems necessary for the efficient operation ofthe New Port; subject to Clause 20 (Tarilfs and Payments), deciding the prices at which it provides its services to Customers; all grain and cereals (e.g.
rice, soya, etc.

); all break-bulk, general Cargo (e.g.

steel, Project Cargo, pipes etc.

); handling all Cargos allocated by the Authority to be handled within the Exclusive Area including (i) (i, (iii) cement; (iv) coal; (v) clinker; (vD containers; 35 .

{- ("ii) vehicles, plants and machineries; (viii) base minerals; and (ix) any other subjects that may be deemed as Cargos as a result of development in the trade conditions.
deciding the terrns and conditions on which it provides its services to Customers; the marketing of the New Port to potential Customers; subject to Clause 25 (Employment), deciding staff recruitrnent, training, working practices and conditions, other emplol,rnent policies and industrial relations generally; the procurement and implernentation of systems and services for the prevention, monitoring and detection of fire, including the appohtment of a fully competent, trained fue officer and the provision of adequate fire alarm appliances; (d) (") (0 (e) (h) the manner sf €s1alli5hing and maintaining a working environment which is reasonably safe and desiped to avoid injury or ilhess to any Persons present on the Concession Area or loss or damage to containers, vessels or other moveable or immoveable property (the working environment shall include the provision of adequate numbers of trained first aid personnel and adequate quantities of first aid supplies); (0 0) (k) 0) (m) (n) (o) (p) (q) (r) G) (t) garbage and waste disposal; carrying out temperature checks on reefer (temperature controlled) containers; checking the condition sf containsls and, where appropriate, shipping lines' chassis; ship and yard planning (iacluding ship stowage planning); preparing equipment interchange reports; ship-to-shore transfer operations, including lifting of hatch covers andlashing of containers; stacking and unstacking of containers; transfers of containers within the Concession Area; delivery and receipt for shipment of containers; documentary controls (whether manual or computerized); inventory conhol ofall containers, chassis and other assets at the New Port; communication with and reporting to shipping lines, agents and other users; 36 (") kansit storage ofcontarners; (v) weighing of containers; (w) cleaning, washing and disiafection of containers; (x) (V) allocation and sequenciag of containers; and (z) transfers of containers between terminals; al1 other yard and matters intemal to the New Port.
18.2 OperationPerformanceS'"ndardRequirements (a) The Concessionaire shall ensure, throughout the Concession Term, that the standards of operation performance of the New Port and other assets which form part of the New Port satisfo Good lntemational Standards for a world class, modem port the main function of which is to be a central kansshipment point in a container transport hub, taking into account local conditions.
(b) The Concessionaire shall operate the New Port in a propeq effrcient and worknanlike manner and shall not do, cause or willingly permit any act or omission that may materially adversely affect such operations.
(c) In performing the operation of the New Port, the Concessionaire shall cooperate with the regulators so as to enable the regulator to perform thet monitoring, supervisory and other activities relating to the New Port.The Concessionaire shall observe the directions it may receive from the Authority regarding its method of operation to the extent the Authority reasonably considers such directions to be necessary for the safe performance of the operations in accordance with the standards set out in this Agreement.
(d) Upon notice by the Authority in advance, the Concessionaire shall permit the Authority and its designated representatives and agents to enter into and inspect the Concession Area during the Concessionaire's working hours (in any event no more than one (1) time per month) for the purpose of verifying Concession Area's compliance with this Agreement and any other requirements in accordance with Applicable Laws,provided thal any such visit shall not unreasonably interfere with the Concessionaire's operations.
(e) (0 The Concessionaire shall not al1ow any Cargo that may cause damage to the Concession Area or its facilities or other property to be handled or stored at the Concession Area without proper precautions and the prior consent of the Authority (such consent not to be unreasonably conditioned, delayed or withheld).
The Concessionaire shall be entitled to opemte twenty four (24) hours a day and tbree hundred and sixty five (365) days a year and the Authority shall provide a1l necessary access and assistance to enable the Concessionaire to operate on this basis.

37 18.3 lnterruptionofConcessionaire's Operation (a) The Parties shall ensure that the Concessionaire's performance of the operations shall be as continuous and without intemrptions as is reasonably practical.
The Concessionaire shall maintain records of the number, duration, location and extent of all intemrptions.

(b) (c) (d) (e) If the performance of the operations is adversely affected by the intemrptions during an operational year, Required KPIs shall be reduced by ratably to the number of days that an intemrption prevents operations over three huntlred and sixty five (365) days.
When calculating the number of days for an interruption, any intemrption of operation for less than twenty four (24) consecutive hours shall not be taken into accorurt, unless there have been intemrptions for a period of seventy-two (72) cumulative hours in an operational year, in which case all time of intemrption shall be taken into account.
The time of any intemrption caused by the gross negligence or wil1ful misconduct of the Concessionake shall not be calculated into the dwation of an intemrption for the purposes of this Clause.

If an intemrption to operation is caused by a Force Majeure Event, Clause 27 (Force Majeure) shall apply.

19.

MAINTENANCE 19.


1 Maintenance Responsibility (a) The Authority shall maintain the Concession Area in good condition and shall repair and remedy defects which may impair the Concessionaire's operations in the Concession Area within thirty (30) days of the Concessionaire's notification of such defects to the Authority or other time period as agreed between the Project Parties.
o) (c) The Authority shall be responsible for the maintenance of the Common Area, the apron of each Berth, and other structues agreed between the Parties and ensure that the above ,ueas are kept in good conditions to allow theConcessionaire to carry out operations in accordaace with this Agreement.

If the Authority fails to remedy any defects which impair the Concessionaire's ability to carry out operations in accordance with paragraph (b) above, the Concessionaire maynotiff the Authority in writing.
Within thirty (30) days from the date of such notification, the Concessionaie may have the option to carry out such repairs at a reasonable cost and deduct such cost from payment due to the Authority hereunder.

38 (d) The Concessionaire shall be responsible for the maintenance of all Cargo handling equipment, machinery, facilities and warehouses within the Exclusive Area.
The Concessionaire shall carry out at its own cost all: (i) Life-CycleMaintenance; -a-- (e) (ii) Routine Maintenance; and (iii) Reactive Maintenance, which is necessary or desirable to maintain or restore the New Port to the standards required by this Agreement, including compliance by the Concessionaire with Good lntemational Practice and using materials and goods of sound quality which are fit for their respective purposes.
If the Authority considers it necessary that replacement of, reconstructionof, or repairs to all or any portion of the Comnon Area or any adjoining property be carried out, the Concessionaire shall cooperate in allowing such replacement, reconstruction or repats to take place to the extent that it does not interfere with the performance of its operations.
If the above such replacement, reconstruction or repairs restrict the Concessionaire's use of the Concession Area or interfere with the performance of the Concessionaire's operations, the Au0nrity and the Concessionairemay, subject to approvals ftom the Finance Parties, agree a time period for such replacement, reconstruction or repairs, under wtrich circumstance the Concession shall be entitled to an extension of the Concession Term by a period equivalent in length to the duration of such time period for such replacernent, reconstruction or repairs.
(0 No Concession Fee shall be charged durhg the period when the Concessionaire'soperationsin the New Port are affected by replenishment, reconstruction or repair carried out by the Authority under paragraph (e).

19.2 MaintenanceSr"ndard The Concessionaire shall maintain all Cargo handling equipment and machinery in accordance with Prudent hdusty Standards and ensr:re that the New Port is maintained in good conditiotrs.
The Auttrority reserves the dght to rcquest the Concessionairc to repat or remove from the Concession Area any machinery or equipment which the Authority reasonably considers usafe for the operations, or hazardotrs to its property.

A written notice for such repair or rerroval strall be delivered to the representatives ofthe Concessionaire.
19.3 MaintenanceSchedule (a) The Concessionaire shall prepare an aasual 6aintenance schedule (the "Annual Mainteuatrce Schedule"), which describes: (i) arrangements for Life-Cycle Maintenance and Routine Maintenance (including the start and end dates for each material item of work and a summary of the work to be carried out); (ii) the expected effect of the Life-Cycle Maintenance and Routine Maintenance on the operation of the New Port; the measures to be taken to continue to achieve the performance standards; and 39 (iiD contingency arangements made to enable it to undertake Reactive Maintenance for that year (and how the work shall be funde.d).
O) The Concessionaire shall comply with the Arurual Maintenance Schedule or a replacement schedule containing equivalent information.

A copy of the Annual Maintenance Schedule for a particular year shall be delivered to the Authority not later than the 30[ day of Novemberin the preceding year.
The Concessionaire shall give the Authority as much advance notice of proposed changes ofa material nature to the Annual Maintenance Schedule in respect of any year as is reasonable in the ctcumstances and deliver a copy of the changed Annual Maintenance Schedule to the Authority within seven (7) days of the change being made.
20, TARIFFSANDPAYMENTS 20.1 New Port Development Levy Fee (a) The Govemment shall,promptly after the date of this Agreement, pass legislation(the "New Port Development Levy Fee Acf ') allowing the Concessionaire to impose, charge, receive and collect the New Port Development Levy Fee with effect fromthirty (30) days after the Conunercial Operation Date of any Berth first to occur, and requiring that the New Port Development Levy Fee shall be paid by the New Port Carriers directly to the Concessionaire at the New Port Development Levy Fee Rate.
The New Port Development Levy FeeAct shall reflect relevant requirements hereunder in connection with the New Port Development Levy Fee.

(b) The Concessionaire shall have the right to collect the New Port Development Levy Fee in connection with each Berth from the thirtieth (30ft)day after the Commercial Operation Date of such Berth until the last day of the Concession Term.
(c) The Concessionaire shall have the right to collect the New Port Development Levy Feetwenty-four (24) hours a day and seven (7) days a week.

(d) The Concessionairemay imFose a penalty fee on the New Port Carriers ia accordance with the New Port Dwelopment Levy Fee Act in the event of any delay by the New Port Carriers in the payment of any New Port Development Levy Fee.
Details of the penalty (including the amount, 1fos 5tarting date and etrd date for calculation of such penalty fees) shall be agreed in writing by the Concessionaire and the Authority no later than 90 days after the date of this Agreement by the Concessionate and the Authority and included in theNew Port Development Levy Fee Act.
20.2 New Port Operators (a) The Concessionaire may appoint certain operators (each a "New Port Operators") to carry out relevant operation and maintenance works in connection with the New Port in accordance with the O&M Contracts.

Each New Port Operator shall act as agent of the Concessionaire in the conduct of its activities under the terms of the applicable O&M Contract.
40 (b) Each Govemment Party hereby confirms that aU rights and responsibilities of the Concessionaire in connection with the operation and maintenance of the New Port hereunder may be enjoyed and performed by each New Port Operator.

20.3 OperationCharges and O&M Fees (a) The Concessionaire shall have the right to charge the Customers the Operation Charges from time to time for the provision by the Concessionaire (or its conEactors, agents or designees) of each and any of the Services to the Customers.
(b) (c) (d) The Concessionaire may authorize the New Port Operators to collect the Operation Charges on its behalf in accordance with the relevant O&M Conhact.
The level, categories, calculation standards and paynrent terms of the Operation Charges shall be (i) agreed by the New Port Operator and the Concessionaire in the O&M Cotrtract (the "Operational Rate") (ii) consistent with Applicable Laws; and (iii) competitive with the Existing Port and other competing ports having similar facilities in sub-Saharan Africa.

Each New Port Operator may charge the Concessionaire an O&M Fee.
The level of the O&M Fee shall be agreed between the Concessionaire and each New Port Operator in the relevant O&M Contract, provided that the total amount of the O&M Fees to be paid by the Concessionaire in each year shall not exceed: (i) before the Commercial Operation Date of the New Port, 40%o of the total amount ofthe Operation Charges in such year; and (iD on and after the Commercial Operation Date of the New Port,the difference between 40Yo of the total amount of the Operation Charges in such year and the License Fee due and payable to the Govemment in such year.
20.4 Fee Adjustuent (a) The rate of the New Port Dwelopment Levy Fee shall not be changed, amended, escalated or reduced during the Concession Term other than in accordance with paragraph (b) below.
O) (c) Ifthe costs of developing or operating the New Port increase significantly as a result of any Change in Law Event, Force Majeure Event or any other event which has a material adveme effect on the Project, the Concessionaire and the Authority may discuss in good faith the mechanism of increasing the rate of the New Port Development Levy Fee.
The Concessionaire shall not, and shall procure that no New Port Operatorshall, increase the Operational Rate within the first three (3) years of the Operation Peiod, provtded rianhe Concessionaire may request a review of the Operational Rates in such three (3) years of the Operation Period if the 4t USCPI of any such year exceeds I 10% of the preceding year.

If after such review the Concessionaire detemrines that the Operational Rates shall be increased, such increase shall be approved by the Authority.
(d) From January 1 of the fourth (415 year in the Operation Period, the Concessionaire may adjust the Operational Rates irr accordance with the following formulae to reflect the change in the USCPI: & : (1 + (CPIi,-r-CPkailRa_ t where: Ri means the Operational Rate {ective from Janmry I ofyear i during the Operation Period (i 4) Rq meons the Operational Rate efective during the year pr*ding year i during the Operation Period CPI6a mearc the USCPIfoT Decenber of the year irunediaAly preceding year i dwing the Operation Peiod CPI6-a mearc tle USCPI for December of the year tlnt is two years before year i during the Operation Period (e) The Concessioniare shall, and shall procure that each New Port Operator to, publish the Operational Rates and any other charges for the operations and make relevant infomration available to the Customers in accordance with Applicable Laws.
20.5 Taxes (a) The New Port Development Levy Fee shall not be taxable in Sierra Leone.

The Govemment hereby confirms that the New Port Development Levy Fee is exempted from all Taxes in Sierra Leone.
If for any reason any Tax is imposed on the Concessionaire by the Government or paid by the Concessionaire or any other party on the Concessionaire's behalf, the Govemment shall reimburse the Concessionaire such amount of imposed Tax as is necessary to leave the Concessionaire (after that reimbursement) in ttre same position as it would have been ia had such Tax not been required to be paid by the Concessionaire.
o) (c) (d) Subject to paragaph (c) below, the Concessionaire shall pay all Taxesrequired to be paidby it ia connection with the Operational Revenue.s in accordance with Applicable Laws.
The Concessionaire shall be entitled to all tax exemptions and incentives provided under the laws of Sierra Leone The Concessionaire may be entitled to apply to the relevant authority for exemption of any tax, duties, and/or levies on importation of its bagging equipment, handling equipment, operational vehicle, tools, spare parts, and 42 materials necessary for the performance of the operation.

The Authority shall give all necessary support for any such application under Applicable Laws.
20.6 Payment of New Port Development Lery Fee and Operation Charges (a) Any New Port Development Levy Fee (and any relevant penalties imposed thereon) shall be directly paid by the New Port Carriersto the Concessionaire London Account.

(b) Any Operation Charges collected by each New Port Operator, shall be, after deducing the relevant O&M Fees due and payable by the Concessionaire to such New Port Operator,directly paid to the Concessionaire London Account on a monthly basis.
The date of payment shall be agreed by the Concessionaire and each New Port Operator.

(c) All paym.ents pusuant to this Clause 20 (Tarffi and Payments) shall be made in USD.

2I.

CONSIDERATIONS 21.1 Concession Fee Dwing the period starting from the Commercial Opoation Date of the New Port and ending on the last day of the Concession Terrq the Concessionaire shall pay the Authority 10% ofal1 Operation Charges as mncession fee (tre "Concession Fee') on a quarterly basis.
Such Concession Fee shall !s paid each quarter on the basis of the Operation Charge received by the Concessionaire in the prior quarter.

21.2 License Fee (a) The Concessionaire shall pay to the Govemment the License Fee on a yearly basis during the Concession Terrn.

(b) The fust installment of the License Fee shall be paid within ninety (90) days after the Commercial Operation Date of the New Port.
Any subsequent installments of the License Fee shall be paid on or before each anniversary of the payment date of the fust installment of the License Fee.

22.
INFORMATIONSUPPLYANDREPORTING 22.1 Monthly Report By no later than the fifteenft 055 day of each month tluoughout the Concession Terrn, the Concessionaire shall provide the Authority with a writlen report (in such initial form and content as the Concessionaire and ttre Authority may agree and thereafter in such other form and oont€rf as ihe Aut]rority and t]re C.oncessionaire strall agree) on is activities in the preceding month- The report shall include all inforrnation reasonably necessry, including but not limited to: (a) type and any volume of Cargo handled; 43 (b) (c) (d) (e) (0 average vessel call time; types and number ofvessels handled; accidents and injures(if any); compliance with Required KPIs; all paym.ents due to the Authority; and (g) achievement of performance standards.
22.2 Access to Records At al1 reasonable times, the Authority shall be entifled to acc€ss all records of the Concessionaire to the er(ent reasonably required by the Auttrority to veri& fhe Concessionaire's compliance with its obligatiors under this Agreonent and the other Project Dootnats, provided that snch access shall not interfere the Concessionaire's operations in the New PorL The Concessionaire strall provide reasonable co-oper-ation to the Authority in responding to all the Authority's reasonable requests for information in this regad.
23.
INSURANCE 23.1 InswanceRequirements (a) The Concessionaire shail take out and maintain in force, or procure its contractors, agents or desipees (hcludiag the New Port EPC Confactor) to take out and maintain in force (in such case the Concessionaire shall be listed as an insured under the relevant insurance policies),at its own cost, thefollowing insurances for such maximum sums as may be requiredas would be taken out and maintained in force from time to time by a reasonable and prudent Person exercising the rights and performing the obligations of the Concessionaire under this Agreement (except to the extent of minimum deductibles which are at a ievel consistert with prudent market practice, the "Insurance Cover"): (i) all insurances required under the Finance Documef,ts and Applicable Laws; (ii) during Construction Period: (A) ia respect ofthe New Port EPC Contract all risk insurance; (B) thtd parry liability insurance; (C) employer's liability inswance; and (D) insurances necessary for mitigating the risks that may evolve on the Authority as a consequence ofany act or omission of the Concessionaire; and (ii, during the Operation Period: 44 (E) property and casualty insurance; (F) third party liability insurance; (G) business intemrption insurance; and (H) employer'sliabilityinsurance.
(b) The Concessionaire shall: (, fufomr the Authority about any material variation of its insurance proposals in good time before taking out the insurance; provided that where any of the insurances required by this Agreement cannot be obtained on reasonable commercial terms, the Concessionaire shall seek the approval of the Authority to waive or amend compliance with such requirements, which approval may not be unreasonably withheld; (ii) pay or procure the payment of all premium payable for any insurance effected under this Clause 23; and (iiD on request supply to the Authority copies ofthe insurance policies and evidence that the policies are in force (including payment of premium).
If the Concessionaire fails to rrke out or maintain in force any of the insurances required by this Agrcement, the Authority shall be entitled (without prejudice to its other rights and remedies for the breach) to take out and maintain such part or all of those policies as it considers (in its complete discretion) appropriate and to recover the cost of doing so (including payment of premiums, reasonable adminiskation and other expenses and charges) from the Concessionaire as a debt due on demand.
Nothing in this paragraph shall entitle the Authority to recover from the Concessionaire any costs of taking out or maintaining in force insurances in excess of that required to be taken out and maintained under this Agreement by the Concessionaire.
(c) 23.2 Application oflnsuranceProceeds (a) The Concessionaire shall apply the proceeds ofthe iasurance policies required under this Agreement as follows: (D in the case of third party legal liability or employers liability insurance, in satisfaction of the liability in respect of which the proceeds are payable; or (iD in the case of any other insurance, so .ts to ensure the performance of its functions and obligations under this Agreement, including, where relevant, the repair or replacement of the New Port in respect of which the proceeds are payable.
O) The Concessionaire shall not grant, or permit the creation of, a Security in or relating to any of those policies except as provided for in the Finance Documents under which it is provided that the Finance Parties shall have 45 Security over the ilsurance proceeds until all sums due and owiag by the Concessionaire to the Finance Parties shal1 have been paid in full.

24.
24.

SECURITYA}{DSAFETY 24.1 General (a) The Concessionaire shall be responsible during the Operation Period for the security and safety of the operations of its contractors, suppliers and agents, as well as for the security and safety of the Cargos it handles and stores while within its custody in the Exclusive Area.
O) The Concessionaire shall implement apprcpriate health and safety procedures within the Concession Area in accordance with APPENDIX X (Health and Safety Requirements) (the "Health and SafetyRequirements").

The Concessionaire shall have the right to refuse to provide any operation to any Customer if it reasonably considers that such operation would violate the Health and SafetyRequirements.
(c) (d) (e) (0 (e) The Concessionaire shall allow the security officers of the Authority and their representatives to inspect the facilities and tle warehouses in the New Port.

The Concessionaire shall at all times throughout the Concession Term take measures in accordance withPrudent Industry Standards so as to prevent fire hazards and ensure the safety of the Cargos.

The Concessionaire shall engage security guard companiesto provide security services to ensurethe security and safety of the New Port.
The Authority shall remain responsible for the security and safety at the New Portand shall comply with the intemational ship and port facility security code (rsPS).

The following shall be kept clear and unobstructed in the New Port at all times: (i) the initial three (3) metres from the face of any Berth, except for instant lifting or landing ofCargos; and (ii) Life-saving and fire-fighting equipment.
24.2 Fire Fighting (a) The Concessionaire shall ensure that its contractors, suppliers or agents are familiar with the location ofemergency telephones, fire-alarrn boxes and firefighting equipment and that they can operate them efficienfly.

The Concessionaire shall procure that its employees comply with this provision.

(b) The Concessionaire shall comply with requirement of the Authority with respect to the fire protection and safety in accordance with Applicable Laws.
46 24.3 trlammable Substances (a) The Concessionaire shall obtain prior written perrnission from the Authority for the handling ofany flammable substances otler than those required for the operation or maintenance of mechanical equipment as the Concessionaire may require for the proper and safe performance of its operations in the New Port.
(b) The Authority shall not grant permission until arrangement, satisfactory to the Authority, has been put in place for the safe handling and storage of such substances (such permission not to be unreasonably conditioned delayed or withheld).

(c) Notwittrstanding the above, the Concessionaire shall be entitled to handle or storeflammable substances in buildings that are specifically desigued for the handling and storage of such substances(for example,flammable liquids or liquefi ed petroleum gases).
(d) For the purpose of this Clause 24.3, the flammable substance does not include the following: (D flammable substance stored in any inbound or outbound Cargo, which will be handled by a Person authorized by the Authority; (ii) flammable substance stored in the fuel tank of a vehicle used to transportcargos to and from the Berths and other areas of the Concession Area; and (iiD flammable substance stored in an underground tank which has been installed to the Authority's property to the satisfaction of the Authority.
24.4 Dangerous Cargos The Concessionaire shall not handle dangerous Cargosas definecl ;o 4*r*re Laws at the New Port wittrout the prior writtenmnsent of the Autlrority.

47 CIIAPTERVII.

GEN-ERAL PROVISIONS 25.

EMPLOYMENT (a) The Concessionaire is free to select its pemranent or ternporary employees in accordance with Applicable Laws.

Such selection may include employees from a pool of employees currently ernployed by the Authority.
(b) The Concessionaire shall comply with the labor laws and regulations of Sierra Leone and respect the rights of workers provided thereia, including in relation to the payment ofsocial security insurance contributions for its employees.
(c) The Authority shall, upon written request from the Concessionaire, assist the Concessionaire in obtaining employment permits and residential pemrits for any foreign personnel engaged or ernployed by the Concessionaire in connection with the implementation of the Project.

26, LEGAL COMPLIANCE 26.1 General The Concessionaire and the Authority sha[, at a[ times during the term of the Concession, comply with all Applicable Iaws.
26.2 An6Cormption (a) The Concessionaire shall not: (D offer, agee to pay, pay or approve the payment by another Person of, any money for the purpose of influencing, improperly or unlawfiil% any act, decision or judgrnent of any Person relathg to the performance of this Agreement or in any other way relating to this Agreement; or (ii) offer, agree to give, give or approve the gift by another Person of anything of value, whether directly or indirectly, to any Person (whether a public servant as defined by the Anti-Comrption Act 2008, or a political party or candidate, or any other individual) which either results in such Person committing the offence of comrption or ia any other way is for the purpose of influencing improperly or unlawfully, any act, decision or judgrnent of any such Person relating to the performance of this Agreement or in any other way relating to this Agreement (all such acts collectively described as "Corruption"); or (iii) commit, offer, agree to or approve any act ofbribery for the purpose of influencing, improperly or unlawfirlly, any act, decision or judgment of any Person relating to the performance of this Agreement or in any other way relating to this Agreement (all such acts collectively described as "Bribery').
48 (b) 1, qsrsis'ing its rights and remedies under this Clause 26.2 (Anti-Corruption), the Authority shall: (D act in a reasonable and proportionate manner, having regard to such matters as the nature of the breach; and./or (ii) in addition, in cases of Bribery or Cornrption, have regard to the gravity of and the identity and status of the Person performing, the act of Bribery or Comrption and whether ttre Person committing the act of Bribery or Comrption has been found guilty of committing such an offence by a competent court of law; and./or (iiD give consideration and where appropriate require the Concessionaire to terminate the appointrnent of an authorized agent (where the authorized agent committed the act of Bribery or Comtption).
(c) The Concessionaire shall establish procedures designed to prevent and to identifo the performance of acts of Bribery or Coruption.

Those procedures will include a regular review by the board of directors of the Concessionaire of the effectiveness of the measures.

26.3 Environment The Concessionaire shall comply witlt applicable envircnmental law in order to minimize any nuisance, waste and/or pollution by equipment operated by the Concessionaire.
It shall not do, carse or willingly permit any act or omission that may damage or mntaminate the Concession Area in any material respect The Concessionairc shall in all respects comply wittr Applicable Iaws with rcspect to the environmenl 27.
FORCEMAJEURE 27 .1 Relief from Liability A Paty (the *Affected Par$) shall be relieved from liability for any delay in the performance ofor inability to perform an obligation under this Agreernent which is directly caused by or results tom any Force Majeure Event and shall not be consid€red to be in breach of this Agreernent for so long as such Force Majeure Event or the inability to per:form continues.
27.2 Mitigation The Affected Party shail use all reasonable efforts to mitigate and overcome the effects of the occunence ofany Force Majeure Event in order to maintain or resume performance, provided tfrar no Party strall be rcquired under this provision to setde any stike or other labour dispute under terms it mnsiders being unfavorable to it.

The Affected Party shall resurne the performance of its obligations as soon as practicable after such Force Majeure Event has ceased.
49 27 .l Notification If a Force Majeure Event occurs, the Affected Party shall notiry the other Parties as soon as reasonably practicable and in any event withirseven (7) Business Days after the Affected Paty has reasonably deterrnined that the occurrence of such Force Majeure Event miglrt affect its performance in a material way of (a) the occurrence and nature of the Force Majeure Event; (b) its expected duration (so far as can be reasonably assessed); the obligations which cannot be firlly performed as a result; and G) (d) the proposed mitigating action (ifpossible).
The Affected Pany shall keep the other fi:lly informed of dwelopments, including performance of its mitigation steps.
27 .4 Force Majeure Events In this Agreement, a 'Torce Majeure Evenf' mea.ns, subject to Clause Tl .5 (Categories of Force Mqjeure Evena\ any event or ctcumstance or combination of events or circumstanc€s whenever occurring whidr, in each case: (a) is outside the control ofthe Affected Party; (b) could not be avoided, prevented, overcome or mitigated with reasonable foresight, prudence and diligence or otherwise by taking action according to Good Intemational Practice; and (c) materially prevents performance of a Party's obligations under this Agreement.
27 .5 Categories of Force Majeure Events Without limiting the generality of Clarse 27.4 (Force Majeure Events),the Force M{eure Events include the following categories ofevents or circumstanc€s: (a) Natural Force Majeure Events: Events or circumstancesof a natural or general nahre, including without limitation: (i) (iD severe, adverse weather conditions outside the design tolerance of the acts of God; any Port, including but not limited to storms or floods; (iii) natural disaster including but not limited to earthquakes, drought or landslides; (iv) fues, nuclear explosion, radioactive or chemical contamination or ionizing radiation (unless, in connection with the New Port, the source or cause of the fire, explosion, contamination or radiation is brought 50 onto or ne,u the New Port by the Affected Party or its suppliers, subconhactors or other Persons for whom it is responsible); (v) pressure waves caused by aircraft or other aerial devices; (ri) meteorites; and (vii) epidemic, plague or quarantiae, (b) Political Force Majeure Events: Political events or circumstances in Sierra kone, including without limitation: (i) labor disputes, boycotts, industrial disturbances, strikes or other industrial action in Sierra Leone ofa politicalnatue that are not due to the breach of any labor agreement by the Affected Party; (i, war (whether declared or not), invasion embargo, revolution, military coup, armed conflict, act of foreigt enemy, in each case in Sierra Leone; (ii, riot, civil cornmotion, civil disturbance,
 military action revolts, public disorder rebellion, insurrection or terrorism, in each case in Sierra L,eone, (iv) blockade or closure of the Ports resulting from any of the matters referred to in paragraphs (i) to (iii) above; (") curfews in or restrictions on travel within Sierra Leone resulting from any of the matters referred to in paragraphs (i)to(iii)above; (vi) sabotage or criminal damage to any Port resulting from any of the matters referred to in paragraphs(i) to(iii)above; and (c) Govemment Force Majeure
 Events: A:ry of the following events or circr.rmstances causod by acts and omissioos of any Government Authority: (i) restrictions on imports imposed by any Govemment Authority; (iD pollution that was not caused by the non-compliance of the Affected Party with its obligations under this Agreement or Applicable Laws; (iii) confiscation (except for confiscation of goods or other assets resulting from the exercise of Applicable laws including customs and importation duties and laws conceming dangerous goods), compulsory acquisition, takeover, expropriation,requisition or nationalization authorized by any Government Authority; (iv) commiurdeering or authorized by any Government Authority; 5l -= .
: ;- j- j- (v) ("i) a Change in Law in Sierra Leone which has the direct effect of preventing the Concessionaire from perfonning its obligations under this Agreement or the imposition of new requirements (or the withdrawal of any Approval) so as to prevent the Concessionaire from being able to charge, receive or retain proceeds in USD as contemplated by this Agreement; failure to obtain or rene'ff any Approval or the failure to obtain connections for utilities required by the Concessionaire to perform its obligations under this Agleement, provided that such failure is not due to any fault of the Concessionaire; (vii) revocation by any Govemment Authority of any Approvals already granted; (viii) any Govemment Authority (or any other Person) prevents the Concessionaire's (or any of its confactor's, afhliates, adviser's or the Finance Parties') access to or interferes with the Concessionaire's (or any of its contractor's, affiliates, or adviser's) use of the Concession Area(including the port facilities); and (ix) any other event or circumstance which is within the reasonable conkol of any Govemment Authority, provided that, knocircumstancesshall a Force Majeure Event include: (A) any inability or failure to pay (except where funds are available but payment is prevented as a result of an event or circumstance described in Clause 27 .4 (Force Majeure Events)as comprising an Force Majeure Event); (B) any Change in Law other than described in paragraph (c)(v) above; or (C) any delay in performing or failure to perform by any supplier, sub-contractor or other Person for whom the Concessionaire is responsible (except where such failure or delay is caused by any Force Majeure Event affecting such supplier, sub-contractor or other Person).
27 .6 Consequences of Force Majeure Events (a) Extension ofConcession Term Upon the occurence of any Force Majeure Event and subject to complying wittr Clauses 27.2 (Mitigation) and 27 .3 (Notifcation), the Concrssion Term shall be extqrded by a period equivalart in leng& to the duration of suctr Force Majo:re Event 52 (b) Allocation of Costs (D (ii) Upon the occrurence of any Force Majeure Event prior to the Commencement Date, the Parties shall bear their respective costs and no Party shall be required to pay to the other Party any costs thereof.
Upon the occlurence of any Force Majeure Event after the Commencement Date, the costs incurred and attributable to such event and directly relating to the Project; including but not limited to loss of Port Development Levy Fees and operational charges together with debt repayment obligations(the "Force Majeure Costs") shall be allocated and paid as follows: (A) upon orclurence of a Natural Force Majeure Event, the Parties shall bear their respective Force Majeure Costs and no Parfy shall be required to pay to the other Parties any costs thereof; and (B) upon occrurence of a Government Force Majeure Event or Political Force Majeure Event, the Authority shall bear all Force Majeure Costs, for the avoidance of doubg Force Majeure Costs may include interest palments on debt, operation and maintenance o(penses, any increase in the mst of the Works on account of inflation, loss of Port Development Levy Fees and Operation Charges or debt repayrnent obligations and a1l other msts directly attributable to the Force Majerre Event (c) Termination upon Force Majeure Events Ifa Force Majeure Event constitutes any of the ctcumstance pursuant to Clause 29.1 (Terminorion tqon Force Majeure), the provisions in Clause 29.1 (Termination upon Force Majare), Clarse 29.4 (Terminatbn Procedures), Clause 29.7 (Other Effe* on Termitntian or Eryiration) and Clause 29.6 (Tennination Compercation) shall apply.
28.
CEANGE IN LAW 28.1 Change in Law Event (a) The provisions of this Clause 28sha1l apply where there is a Change in Law, which: (i) (ii) (iiD (iv) relates to discriminatory taxation (including any change to the rate of taxation or the imposition ofany new or additional taxes); imposes rationing; increases capital expenditures; gives rise toadditional costs on the operations of the Project; 53 (v) (vi) (vii) (viii) imposes restrictions or limits on the operation of the Ports; imposes restrictions on the Concessionaire's use of Offshore Accounts or the right to maintain fi:nds in USD in such Offshore Accounts or the repatriation ofUSD by any Person out of Sierra Leone; relates to any Port Development LevyFee; relates to a change in the regulatory framework for any Port Development Levy Fee, which in each case is beyond the confol ofthe Concessionaire and materially affecs the operations of the Concessionaire and/or produces, dtectly an adverse financial outcome for the Concessionaire's operations as a whole (the "Change in Law Evend).
(b) The Concessionaire shal1 take ail reasonable steps to avoid or mitigate any adverse financial outcome resulting from the Change in Law Event.

28.2 Change in Law Notice The Concessionaire shall as soon as reasonably practicable but no later han thirty (30) dala after fte occurrence of a Change in I-aw Event or the date when it becomes aware of a Charge in law Even!
deliver to fte Authority a notice (the "Change in Law Notice'), speci$ing the following: (a) the occurrence ofsuch event; (b) the Concessionaire's assessment of the effect of such event on the business and financial performance of the Concessionaire; and (c) the steps taken by the Concessionaire to avoid or mitigate any adverse financial outcome resulting from such event.
28.3 Assessment Information The Concessionaire shall as soon as reasonably practicable but no later than ninety (90) days after the date of the Change in Iaw Notice, provide to the Authority the following infonnation: (a) evidence of the impact of the Change in Law Event; and o) al1 infomration and documents which the Concessionaire reasonably determines to be necessary to enable the Authority to assess the impact of such event on the business and financial performance of the Concessionaire, including any increased costs or reduced revenues suffered by the Concessionaire as a result of such Change in Law Event (the "Assessment Information").
54 28.4 Authority's Response (a) As soon as practicable but no later than twenty-one (21) days after the Concessionaire has provided to the Authority the Assessment Inforrnation, the Authority shall respond to the Concessionaire by written notice, confuming whether it accepts the any Change in Law Event has occurred and the financiai impact of any such event on the Concessionaire's operations.
If the Authority accepts the occurrence of the Change in Law Event and the financial impact of any such event on the Concessionaire's operations, Clause 28.5 (Remedy by the Authority) shall apply.

(b) If the Authority disputes the occurrence of the Change in Law Event and the financial impact of any such event on the Concessionaire's operations, the Authority and the Concessionaire shall discuss in good faith to reach an agreement on the above matters.
lf the Concessionaire and the Authority cannot agree on the occurrence or financial impact ofa Change in Law Event within thirty (30) days after the date when the Parties start discussion, either Party may refer such matter for determination by an Expert as provided in Clauses 33.2 (Expert Determination).
28.5 Remedy by the Authority (a) No later than thirty (30) days after the occurrence ofany ofthe following: (D (ii) the date when the Authority delivers a response to the Concessionaire pursuant to Clause 28.4(a) (Authority's Resporue); the date when an agreement between the Concessionaire and the Authority on the occurtence and financial impact of a Change in Law Event has been reached; or (iii) the Expert making his determination that a Change in Law Event has occurred, the Authority shatt inforrn the Concessionaire whidr measures il is willing to take to compei:.sate the C.oncessionaire for the financial impact of the Change in Iaw Event in order to restore the fnancial position of tle Concessionaire to the position that it would have been if such Change in Iaw Event had not occurre4 including without limitation: (A) a reduction in the Concession Fee or in other charges levied by any Govemment Authority and payable by the Concessionaire; or (B) an extension of the Concession Term with no Concession Fees charged.
(b) The Authority shall implement or give effect to the measures provided ia paragraph (a) above or provide all assistance and support to liaise with the relevant Govemment Authority 1s implerrent or give effect to the measures provided in paragraph (a) above.

55 5 (c) The provisions of this Clause 28.5 (Remedy by the Authority) shall be in addition to any other legal or contractual remedy which the Concessionaire may have against any Govemment Authority.
28.6 Termination Rights for Change in Law Event If (a) the Authority does not propose, implement and give effect to any such measures within the thirty (30) day period described in Clause 28.528.5(a) (Remedy by the Authority), or O) the Concessionaire does not accept and agree to the measures proposed by the Authority under Clause 28.5 (Remedy by the Authority), Clawe 29.2 (Termination upon Authority Event ofDefoult) shall apply.

29.
TERMINATION 29.t Termination upon Force Majeure Events (a) Subject to complying with Clauses 27 .2 (Miligation) and 27.3 (Notification), if: (D (ii) physical damage to any Port is direcfly caused by a Natural Force Majeure Event under Clause 27.5(a) (Natural Force Majeure Events); and a decision is made not to restore such physical damage, ora decision is made to restore such physical damage but the restoration is unable to be completed or not completed within tbree (3) months after such decision to restore such physical d,-age is made, then the Concessionaire may t€nninate 29.5 (Termirntion P r oce dnr e).
this Agreement in accordance with Clause (b) Subject to complying with Clauses 27 .2 (lrlitigation) afi 27 .3 (Notification), if: a Natural Force Majeure Event occurs; and (i) (ii) as a direct consequence of such Force Majeure Event either Party is materially prevented from performing its obligations under this Agteement for a period ofnot less than three (3) consecutive months, then either the Concessionaire or the Authority shail be entitled to terminate this Agreement in accordance with Clause29.5 (Termirwtian ProcedurQ.
56 (c) Subject to complyrng with Clauses 27.2 (Miligation) alld,27.3 (Notification), if: (D a Political Force Majeure Event occurs (whether or not there is any physical demage to any Port); and (iD as a direct consequence of such Force Majeure Event either Party is materially prevented from performing its obligations under this Agreement for a period ofnot less than three (3) consecutive months, then eithff the Concessionaire or the Authority may terrninate this Agreement in accordance with Clarse 29.5 (Termilwtion Procedure).
(d) Subject to complyng with Clauses 27 .2 (Mitigation) and 27 .3 (Notification), if: (i) (il) a Govemment Force Majeure Event occurs; arrd as a direct consequence of such Force Majeure Event either party is materially prevented from performing its obligations under this Agreement for a period of not less than two (2) consecutive months, then the Concessionaire may terminate this Agreernent in the matter desoibed in Clarse29.5 (Termination Procedure), proidedthat the Concessionaire may terminate this Agreement with immediate effect upon the notice to the Authority if such Governrnent Force Majeure Event is of a nature that would permanendy prevant the Concessionate from performing is obligatioru under this AgreemenL 29 .2 Termination upon Authority Event of Default The Concessionaire strall be entitled to terminate this Agreonent (in the manner described in Clause 29.5 (Termination Procedrc)) in the event of the following circrrstances (each circurnstance, the "Authority Event of Defaulf): (a) a material breach of this Agreement by the Authority which prevents the Concessionaire to perform its obligations under this Agreement for a period of not less than ninety (90) days; O) anychange in Law Event occurs and either (i) the Authority does not propose, implement and give effect to measures to overcome the impact of such Change in Law Event within the 30 day period described in Clause 28.5 (Remedy by the Authority) or (ii) the Concessionaire does not accept and agree to the measures proposed by the Authority under Clause 28.5 (Remedy by the Authority); and (c) abreach of any material obligation under any other Project Document by the Govemment Authorities which entitles the Concessionaire to terminate such Project Document.
57 29 .3 Terminafion upon Concessionaire Event of Default The Autlrority shall be entided to terminate this Agreanent (in the manner described in Clause29.5 (Termtrution Procedure)) in the event of the following circumstances (eadr circunstance, the "Concessionaire Event of Default'): (a) any act ofinsolvency relating to the Concessionaire; O) appointment of a New Port Operator by the Concessionaire without prior consent from the Authority; (c) other material breach of this Agreement which is not cured within ninety (90) days after notice from the Authority to the Concessionaire requiring it to remedy such material breach; (d) subject to the Concessionaire's applicable cure rights under the relevant agreement, in the event of any ofthe other Project Documents: (i) ceasing to be in full force and effect or no longer constituting a valid, binding or enforceable obligation of the parties to any such agreernent (except in accordance with its provisions); or (ii) being materially varied or departed from other than where permitted by the Authority); provided that (A) no right of temrination under this provision shall be exercised by the Authority if any of the events described in this sub-clause (d)was caused by an act or omission of any Govemment Authority without any fault on the part of the Concessionaire; and (B) there shall only be a Concessionaire Event of Default if the occunence of an event described in this sub-clause (d)shall materially adversely affect the ability of the Concessionaire to perforrn its obligations under this Agreement or materially adversely affect any right of the Authority under this Agreement or its ability to enforce any such right or to perform its obligations under this Agreement or to perform any statutory duty.
29.4 Termination upon Expiry Subject to any orte,nsion (i) due to any Force Majore Evutt Change in law Event or Brtension of Consuuction Period Even!

or (ii) pr:rsuant to Clause 19.1(e) (Maintenance Responsibility), this Agreonent shall be automatically terrninated upon the expiry of: (a) the lnitial Term, if the Concession Term is not extended in accordance with Clause3.3 (Concession Term); or O) the Full Term.
58 d- 29.5 TerminationProcedure (a) AayParty (the "Innocent Pafi")maydeliver a notice (the 'Notice of Intention to Terminate")to the other Party or Parties(the "Parties in Default")immediately upon becoming aware of the occrurence of any events or circumstances provided in Clauses29.l (Termination upon Force Majeure Event), Clause 29.2 (Termination upon Authority Event of Default)urd, 29.3 (Termination upon Concessionaire Event of Default) which is, or would, with the passing of time or by the giving of notice, @nstitute or give rise to a right of termination under this Agreement.
The Notice of Intention to Terminate shall: (, (i, summarize the nature of the event giving rise, or which may give rise, to a right to terminate this Agteement; give all reasonably available inforrnation conceming how it was caused; (iii) give an assessment of its likely ef[ect, and the measures which the Innssenf Party plans to take to avoid its occurence or mitigate its effect; and (iv) require each Party ia Default at the election of such Parfy to either: (A) remedy the breagfu \,ithin 5i1ty (60) days, or such longer period as may be determined in writing by the lnnocent Party at its discretion; or (B) within sixty (60) days propose in writing a reasonable program (a "Remedial Program") for remedying the breach; that progmm shall (i) specifu in reasonable detail the manner and time in which the breach is to be remedied and (ii) be subject to the approved process described in paragraph (b).
O) Where the Party in Default puts forward a Remedial Program, the Innocent Party shall have sixty (60) days within which to notifu the Party in Default that it does not accept the program as being reasonable, failing which the Innocent Parry shall be deemed to have accepted the Remedial Program.
Where the Innocent Party notifies the Party in Default that it does not accept the Remedial Program as being reasonable, the Parties shall endeavor within the following thirty (30) days to agree any necessary changes to the Remedial Program put forward.

In the absence of agreement wirhin thirty (30) days, the question of whether the Remedial Program (as may have been amended by agreement) is reasonable may be referred by either Party to the Expert.
(c) The Innocent Party may issue a Termination Notice(the "Termination Notice") if the Party in Default either: (i) elects to remedy the breach but faiis to remedy the breach within the period specified in the Notice of lntention to Temtinate givetr purcuant to Clause 29.5(a)(iv) (Termination Procedure); or 59 5 j- -:- ; (ii) elects to put forward a Remedial Prograrn: (A) but fails to propose a Rernedial Program by the time required by Clause 29.5(a)(iv)(B); or (B) puts forward a Rernedial Program which has been accepted by the Innocent Party or determined by the Expert as being reasonable and the Pafiy in Default then fails to comply with the Remedial Program in a material respect; or (C) puts forward a Remedial Prograrn which has been (l) disputed by the Irurocent Party and(2) determined by the Expert as being unreasonable.
(d) Subject to the provisions of this Agreement, the rights of the Innocent Party under this paragraph are in addition and without prejudice to any other right which the Innocent Party may have to claim the amount of any loss or damage suffered by the lnnocent Party conceming the acts or failures to act of the Party in Default.
(e) The Authority shall provide a copyof its Notice of lntention to Temdnate to the Fiaance Parties and permit the Finance Partiesto exercise their rights under any Direct Agreement.
29.6 TerminationCompensation (a) Concessionaire Event of Default On termination of this Agreernent due to any Concessionaire Event of Default pusuant to Clause 29.3 (Termination upon Corcessionaire Event of Default), the Authority shall have the obligation to purdrase the Termination Asse*s and pay thefollowing compeosation to theConcessionaire by way of compensation for the trarsfer of Terrnination Assets, a Teonination Amormt in an amourf equal to the Debt Due as at the date suc.h Terrnination Amount is paid.
(b) Authority Event of Default, Govemment Force Majeure Event and Political Force Majeure Event On termination of this Agreernent due to any Authority Event of Default pursuant to Clarxe 292 (Termination upon Auhoily Event of Default) or due to any event relbned to paragraphs (c) or (d) of Clause 29.1 (Terminatbn upon Force Majewe Events), the Autlrcrity shall have the obligation to purc,hase the Tennination Assets and payto theconcessionaire by way of compensation for the t-arufer of Termination Assets, a Termination Amount in an amount equal !o the higher of: (i) the Debt Dueas at the date such Termination Amount is paid plus 120% ofthe Equity; and 60 (iD Ninety percenl (90%) of the net projected revenueof the Concessionaire from the date of such event to and until the payment date of the Termination Amount as determined by the Expert.
(c) Termination Compensation for Natural Force Majeure On termination of this Agreement due to any went refened to paragraph (a) or (b) of Clause 29.1 (Termbwtion upon Force Majeure Evezrs), the Authority shall have the obligation to prnchase the Terrnination Assets and pay to the Concessionaireby way of compensation for the transfer of Ternrination Asseb, a Terrnination Amormt in any amount equal to the higha of: (i) the Debt Due as at the date such Termination Amount is paid; and (ii) Sixty percent (60%) ofthe net projected revenue ofthe Concessionaire from the date of such event to and until the paym.ent date of the Termination Amount as deterrnined by the Expert.
(d) The TerminationAmounQayable pusuant to paragraphs (a) to (c) above shall be reduced byany insurance proceeds (for physical loss or damage but not third parfy liability) actually recovered by or on behalf of the Concessionaireunder insurances taken by the Concessionaire in accordance with requirements under the lnsurance Cover, save to the extent not applied towards the reduction of theamounts outstanding rmder the FinanceDocuments.
(e) The Termination Amount shall be paid directly to the Concessionaire at the Concessionaire London Account (or as otherwise is directed by the Finance Parties) in USD no later than thfuty (30) days following the date of each Termination Notice.
(0 If for any reason, the Authority fails to paythe Termination Amount that it is required to pay in accordance with this Clause 29, the Authority shall be liable to pay an interest at a rate of LIBOR plus 3% calculated on the unpaid amount for the period from the due date of payment of the Termination Amount to the date of payment.
29.7 OtherEffects on Termination (a) Upon theTermination Date, all future rights and obligations of the Authority and the Concessionaire under this Agreement shall cease, without prejudice to accrued rights and liabilities or to the provisions of Clause 29.6 (Termination Compensation).
O) Upon theTerrnination for reasons pursuant to Clause 29.1 (Termination uPon Force Majeure Events) to Clause 29.3 (Termination upon Concessionaire Event of Default), (i) all Termination Assets; and 6l (ii) all records, including those necessary for the proper operation of the New Port (other than the corporate records of the Concessionaire itself), shall be trarnferred to the Authority free from all third party rigfuts; for t]re avoidance of doubt, title to the New Port shall not pass to the Authority, notwitbstanding such kansfer until the TerminationDateprovided tftat the Concessionaire shall make all zuch arrangements by way of assignmer!
lease or otherwise that maybe necessary to enable the Authority to carry on the operation of the New Port for a period of one hundred and eighty Q80) dap, provided fi:rther that all costs and er<penses inorred during this period with regard to such interim arangements would be at the cost of the Authority.
(c) If any equipment is leased by the Concessionaire then at the Authority's request, the Concessionaire shall arrange for the lease agreements relating to such equipment to include an option permitting Out not obliging) the Autl-rority to take over use and possession of the equipment on expiry of the lease and/or its termination for a period of up to two (2) years and on terms substantially no less favorable to the Authority than those available.

(d) On the Termination of this Agreemen!


all manufacturers and repairers warranties and guarantees as are thelr in force and available (and the Concessionaire shall use all reasonable efforts to ensure they are available) shall be assigned to the Authority.

29.8 Transfer upon Expiry At the end of the Concession Term, the New Port shall fs tarfefiedlo the Authority (or to zuch other Person as may be designated by the Authority).
The arangments in connection with such transfer shall be agreed by the Authority and the Concessionaire separately.

30.

INDEMMFICATIONSANDLIABILITIES 3 0.
1 No Consequential Liability (a) Subject to paragraph (c) below and for any claims against the Authority for additional payrnent as a consequence of a Force Majeure Event or a Change in Law Event, neither the Authority nor the Concessionaire shall be liable on any basis whatever to the other for any loss, cost, liability or expense arising from this Agteement other than for actual loss directiy resulting from a breach of this Agreement and which at the time of occurrence as reasonably foreseeable as likely to occur in the ordinary course of events from the breach in respect of: (D (ii) physical damage to the other's property; the liability in law of any Party to any other Person for loss in respect ofphysical damage to the property of such Person.
O) Save for any claim against the Authority for additional payment as a consequence of a Force Majeure Event or a Change in Law Event, neither the 62 Authority nor the Concessionaire shall in any circumstances be liable in respect of any breach of this Agreement to the other for: (i) any loss ofprofit, loss of revenue, loss of contract, loss of goodwill or increased cost of working; (i, (iii) any indirect or consequential loss; or except as provided in Clause 30.1(a)(ii), loss resulting from the liability of the other to any other Person.
(c) Nothing in paragraphs (a) and (b) above shall affect the Concessionaire's liability to pay: (D theConcession Fee or License Fee pusuant to this Agreement; or (ii) any other sums due and payable to the Authority expressly provided for in other provisions of this Agreernent.

(d) Nothiag in this paragraphs (a) and (b) shall affect the Authority's liability to pay sums expressly provided for in other provisions ofthis Agreement.
30.2 Indemnification to the Authority (a) The Authority shall hoid the Concessionaire responsible for all directlosses of, or damage caused to the Concession Area by the gross negligence or willful misconduct of the Concessionaire, its employees, subcontractorc or authorised agents or equipment located in the Concession Area for the performance of the operations hereunderunder the Concessionaire's conkol.
(b) ln the event of loss or damage to the Concession Areadue tothe Concessionaire's or its employees',agents' or subconkactors'gross negligence or willfill misconduct during the perforrnance of the operations hereunder, the Concessionaire shall remedy the loss or the damage at its own cost.

Repain shall be carried out to the reasonable satisfaction of the Authority and within reasonable time period.
(c) The Concessionaire shall notiry the Authority of any losses or damages to the Concession Area as soon as it becomes aware it during the Concession Term.

(d) The Concessionaire shall indemnifu and hold the Authority harmless from all actions claims, demands,proceedings, costs, expenses or fines of any nature by third parties against the Authority at any time that are direcfly caused by the gross negligence or willful misconduct of the Concessionaire in performance of the operations under this Agreement.
Nevertheless, it is agreed that the Concessionaireshall have no liability to the Authority if such claims, demands,proceedings, costs, expenses or fines result from the contributory negligence or willful misconduct of an officer or employee of the Authority when acting within the scope of his or her duties.
(e) Notvrithstanding any other provisions in this Agreement, if the Concessionaie uses electrical power, water or any combination of these utilities or any other 63 utility supplied through the Authority's equipment, systems and subsystems, the Concessionaire acknowledges and agrees thatthe Authority shall not be liable for any loss or damage that may occur due to any interruption or cessation in the provision of such utilities.The Concessionaire shali pay for the utilities it used in the ExclusiveArea in accordance with the then current utility supply tariff.
3I.
CONFIDENTIALITY 3 1 .1 Confidentiality Obligation During the Concession Term and for a period of trvo (2) years from the date of expiry ofthe Concession Term or earlier termination of this Agreernent, the Parties strall, subject to the following sub-clauses, teat all ffirmation of a confdential natue disclosed by the other Parties (whether in writing orally or by any other means and whether direcdy or indirectly) as confdential, except: (a) as may be rcasonably necessary for a Pafty to carry out its obligations or enforce its righb under this Agreement (b) or with the pdor wdtt€n consent of the oths Parff where disclosure is made to any ernployee, consultant zub.contractor, professional advisors or agent with an undertaking to comply with such obligations, or (c) as may be required to be disclosed by law, any Government Authority or for tax or accounting purposes.
31.2 Confidentiallnformation The obtigation of mnfidurtiality in accordance with this Clause 31.1 (Confidentiality Obligation) wtll not apply to anyconfidential information which: (a) is, or becomes (other than as a result of an unlawful disclosure by the Party receiving such information)in the public domain; O) (c) the Party receiving such information can demonstrate was already lawfully in its possession at the time ofdisclosure; or is disclosed to the Party rcceiving such information by a third party without breaching its confidentiality obligations.
31.3 Exceptions \lsthing in this Agreemexl shall pnweirt the disclosure of information: (a) as required by law to any goverrment or any authority or any otler governnxent or regulatory agency having jurisdiction; (b) as requfued by lawful process; (c) to the extent required by the applicable rules or regulations of anyrecogrized stock exchange or securities regulatory body; (d) where reasonably necessary to effect the purposes ofthis Agreement; (e) to a party's professional advisors, prospective or actual Lenders and prospective or actual purchasers of the Project or its assets in connection with 64 any sale thereofby the Lenders pursuant to the exercise by the Lenders of their rights and remedies under the Financing Documents.
32.

GENERAL 3Z.l Notices (a) Without affecting service by any other method permitted by law, a1l notices or other corununicationsin connection with this Agreement shall be given in English and in writing.

A notice shall be sent to the address below, mmked for the attention of the relevaat Person given or to such other address or reference as may be notified from time to time for the purpose of receiving notices under this Agreanent.
(i) To the Authority: 5- Sierm kone Ports Audrority Queen Elizabeth II Quay, Cline Town, Freetowr\ Sierra kone T elYpl:one;:+232 1 9 060830 Fax: Email: abangum2 128@snail.com Attention: The General Manager (iD To the Govemment: Ministry of Transport and Civil Aviation 7th Floor, Youyi Building Freetowr5 Sierra Leone T eleplnne+232 7 6 6657 40 Fax: Email: lozuskoromatOvahoo.com Attention: The Minister (iii) To the NCP: National Commission for kivatization Intto House OAU Drivg Tower Hill, Freetown, Sierra kone Telephone: Fax: Email: Attention: The Chairnan (iv) To the Sponsor: Sky Rock Management Limited No.
1 Sophia Roa4 #05-23 Peace Centrg Singapore 228149 Telephone: +232 88 71111 1 Fax: .
coln Email: Attention: The Executive Director a (v) To the Concessionaire: 65 National Port Developmant (SL) Limited 18 Chadotfe Steet, Freetown, Sierra kone Telephone:+232 88 711111 179 438573 / 76 601112 Fax: Email: davidp@afc.biz Attention: The Chairman (b) Exce.pt as otherwise expressly provided in this Agreement, alt notices shall be deemed to be delivered: (D if in writing and delivered in Person or by courier, on the date it is delivered by hand; if sent by fax, on the date when the sender receives written confirmation of such receipt by the recipient; or (ii) (iii) if sent by certified or registered mail (airmail, if overseas) or the equivalent (retum receipt requested), on the date when the mail is delivered at the recipient's address above.
(") Any Party may by notice change its address, telephone or fax number, email or attention to which such notices and cornmunications are to be delivered.
32.2 Cosb and Expense Eac,h Paty shall bear its own costs and o<penses incuned by it in connection with the negotiation, preparatiorq printing execution and delivery ofthis Agreement 32.3 Set-off Any Party may set off any matrued obligation due fiom any other Party und€r this Agreement (to the extent boreficially owned by zuch Party) against4y matured obligation owed by zuch Party to such other Party, regardless of theplace of paym.en!

booking bmnch or currency of either obligation.


If the obligations arein different orrencies, such Party may convert either obligation at a market rateof exchange in its usual murse ofbusiness for ttre purpose of the set-off.
32.4 No Partnership Nothing in this Agreanent (or any of thearrangrernents cont€znplated by it) is or shall be in the Concession Area or constitute a paftr€rship or deerned to create any secudty int€rest joint vanh:re or ernplolment relations arrong the Parties or constitute any Party ttre agent of any oth€r Party forany puryose.
32.5 Entire Agreement G) Each ofthe Parties acknowledges that: (i) it does not enter into this Agreement on the basis of and does not rely atrd has not relied upon any statement or representation (whether negligent or innocent) or warranty or other assurance or provision (in any case whether oral, written, express or implied) made or agreed to 66 by any Person (whether a party to this Agreement or not) except those expressly repeated or referred to in this Agreement and subject to and without prejudice to any Parry's rights conceming the Representations and Warranties given by the others, the only remedy or remedies available in respect of any misrepresentation or unEue statement made to a Party shall be a claim for breach of this Agreement under this Agreement; and (ii) paragraph (a) above shail not apply to any statement, representation or warranty made fraudulentl, or to any provision of this Agreement which was induced by fraud, for which the remedies available shall be all those available under the law goveming this Agreement.
(b) Each Party irrevocably and unconditionally waives any right it may have to claimdamages hereunder and to rescind this Agreement because of breach of any representation or warranty not contained in this Agreement.

(c) This Agreement supersedes any previous written or oral agleement among the Parties in relation to the matten contemplated by this Agreement and constitutes the entire agreement arrong the Parties relating to the haasaction contemplated by this Agreement.
32.6 Variations No variation of this Agreernent shall be valid uriless it is in writing and signed by a drily authorized representative for and on behalf of each of the Parties and if requted by the laws of Sierra lrone approved by the relwant Government Authorities.

32 .7 Severability If any provision of this Agreernen!
not being of a fundamental naturg is held to be illegal or unenforceable it shall not affect the validity or €nforc€ability o1 ,1r" ,"-6fu6s sf this Agreonort 32.8 Third Party Rights A Person whois not a Party has no right to enforce or to enjoy the benefit of any tenn of thisAgreemertl 32.9 Assigment (a) Subject to paragraph (c) below and Clause 7.3 (Assignment to the Finance Parties), none of the Parties shall assip, transfer nor otherwise dispose of their respective rights or obligations in this Agreement during the Concession Term without the wdtten approval of any other Party.
(b) Any or all of the rights and obligations of the Authority may be assigted or otherwise assumed by any one or more statutory corporations or any other public or private organizations which succeed the Authority ia performing any of its functions relevant to this Agreement.
67 32.10 Counterparts This Agreement may be ercecuted in any number of counterparts, all ofwhicfu taken together, strall constitute one and the sarne agreernent and any Party may ent€r into this Agreernent by executing any corurterpart.

33.

GO\'ERNING LAW AND DISPUTE RESOLUTION 33.1 Governing Law The validity, interprefation and implernentation of this Ageonent or any matter arising out of it shall be govemod by the laws of Sierra kone.
33.2 ExpertDetermination (a) Any dispute, difference, controversy s1 gleim of any kind which arises or occurs between the parties as to anything or matter arising under, out ofor in connection with this Agreement or otherwise in corurection with the implementation of the Project shall be determined by an expert (the "Experf) if: (i) (ii) this Agreement expressly so provides; or theParties so agree in writing.
(b) (c) Either Party may initiate the reference of a dispute described in paragraph (a) above to an Expert by proposing to the other Parties the appoinhnent of an Expert.
The Expert shall be a port engineer, a container/inter-modal operations manager, a transport economist (specializing in container terminal operations for operating issues) or other Person experienced in the construction or operation of container terminal facilities (as appropriate), except for disputes principally conceming the manner in which an amount, sum or quantity is to be calculated, where the Expert shall be a chartered accountant or financial advisor.
ln any case, the Expert shall be an individual who holds an intemationally recognized qualification in the relevant field.
(d) The Expert shall be appointed by agreement between the Parties or, if the Parties have not agreed wirhin fourteen (14) days of the date of the request, on the application of anyParty, the President of the Institute of Engineers of the Republic of Sierra Leone in the case of technical or non-financial matters or the President of the Institute of Chartered Accountants in the Republic of Sierra Leone in respect of financial matters as appropriate shall appoint an Expert.
(e) The Expert shall act as an expert and not as an arbifrator.

The decision of the Expert shall be final and binding on the Parties and may include orders that one or all of the Parties are to pay his or her reasonable costs, stating the proportion and that one Party is to pay the costs (or a proportion of the costs) of the other Parties and/or compensation for increased costs incurred by a 68 Party as a result of the reference to the Expert.
If anyParty does not pay its proportion of the Expert's costs, any othu Party may make such paynent and such Party shall be entitled to an immediate reimbursement of such amount from the Party in default plus interest.

(0 The Expert shall have the power to order (and each party agrees to adhere to such an order) each Party to pay from time to time and in equal amounts, sums to settle his reasonable costs to date.
This power shall also extend to the reasonable costs of any advisor or other Person referred to in paragraph o below.

The Expert shall take account of any such sums paid by the Parties when, on making his final decision, the Expert considers what order as to costs he should make pusuant to paragraph (g) below which may result in one Party being ordered to reimburse any other Party amounts so paid by such other Party together with default interest.
(g) The Parties shall each have the right to make written representations to the Expert with notice and a copy to the other Parties.

There shall be no formal hearing.

The Expert shall regulate procedure as he sees fit (except that he must give each party a reasonable opportunity to make representations), including, if the Expert chooses, requiring written submissions and/or hearing witnesses in Person.
The Expert's powers shall include the power to open up, review and revise any notice and deterrnine all matters in dispute.

He shall be instructed to make his determination as soon as possible.

(h) The Expert may take such advice and assistance from independent professional advisors or other Persons as he considers appropriate to enable him to reach a determination ofthe dispute.
(D c) Each of the Parties shall upon and in accordance with a request by the Expert supply to the Expert free of charge such information and documents as he shall require for the purposes of the reference to him.

That information and those documents shall be kept confidential by him and by the Parties.
If any dispute referred to an Expert raises issues which, in the reasonable opinion of anyParty, are substantially the same as or fie co lected with issues raised in a related dispute between any of the followiag Persons (or thet successors in title and permitted assignees): (i) (ii) (iii) othersub-contractors oftheConcessionafue; theNew Port EPC Contractor; theNew Port Operator; or theParties agree that the related dispute shall be referred to the Expst appointed to determine the dispute under this Agreonent and the Concessionaire shall procure that it has the power in its contacts with the Persons described above to procure the related dispute is dealt with in tbat manner.
69 31.3 Jurisdiction of Enslish (eurts (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to its existence, validity or termination of this Agreement or any non_contractual obligation arising out of or in connection with this Agreement, a.,Dispute").
(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.
33.4 Service of Process G) Without prejudice to any other mode of service allowed under any relevant law, each Party: (D irrevocably appoints [name to be provided] as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and (ii) agrees that failure by a process agent to notiff the relevant party ofthe process will not invalidate the proceedings concemed.
O) If any Person appointed as an agent for service of process is unable for any reason to act as agent of any Party for service of process, such Party must immediately (and in any event within thirty (30) days of such event taking place) appoint another agent.

Failing this, the other Parties may jointly appoint another agent for this purpose.

34.
34.

WAIVE,R OF IMMUNITY To the e,(ent thaf any Governrnent Party has or hereafter may acquire any immunity (sovereip orotherwise) in respect of thei respective obligations rmder this Agreernent from jurisdiction of anycout or from any legal process (whether tlrough service of notice, attachmentprior to judgrnen!
attacknent in aid of execution, er<ecution or oth€rwise) withrcspect to itself or its property, (a) each Govemment Party hereby agrees that, should any proceedings be brought or any expertdetermination be sought agairst it or its assets other than assetsprotected by the diplomatic and consular privileges in any jurisdiction inrelation to this Agreement or any transaction contemplated by this Agreement, noimmunity from such proceedings shall be claimed by or on behalf of itself or with respect to its assets; (b) each Govemment Party hereby irrevocably waives any requirernent under the State ProceedingsAct, 2000 of Sierra Leone for 3 slaimanf under this Agreement to give priomotice before bringing a claim against it; (c) each Govemment Party consents generally in respect of the enforcement of any expertdetermination or arbitral award (whether by judgnent or otherwise)against it in any such proceedings it any jurisdiction and to the 70 giving ofany relief or the issue of any process in connection with suchdetermination or proceedings (including the making, enforcement orexecution against or in respect of any property whatsoever irrespective ofits use or intended use; (d) each Government Party consents genemlly to the jurisdiction, with respect to itself and anyand all of its assets and property that it now has or may hereafteracquire, of any court of competent jurisdiction for any action filed by any other Party to enforce any decision made; (e) each Govemment Party irrevocably waives any objection that it may now
 or hereafter have tothe venue ofany action or proceeding brought as consented to in this Agreement and specifically waive any objection that any such action orproceeding has been brought in an inconvenient forum and agrees not toplead or claim the same; (0 (g) each Govemment Party agrees that service of process in any such action or proceeding may beeffected in any manner permitted by the law applicable to theaforementioned court, or in the manner perrnitted under this Agreement; and each Govemment Party waives any and all rights it may have to enforce any expertdetemrination, judgment or claim in the courts of any jurisdiction.
7l APPENDIX I.

PLAN OF THE EXISTING PORT l,l.rrh I.. rh blr nr!.

rrrl,l:,lJ Lnh r,, !.r l o4r rltd,.r.!:,1.

L,rt rd rll onriri r!rI.

'r" !

i+tHl fqt, trnadr' ll nrt6 72 APPENDIX II.

DESCRIPTION AND DRAWING OF THE CONCESSION AREA ..ir',',; l' j ,il;i;1, . '

:rL.t '.

..1- , tr.;riit'_.'..

f ' :''J' j' u :_ .+.1./^-+, _ ' ' :i. I r. .- iiil ii, i- Et jr t" lj .l:lt ilt-.--.

,i-..i L- '.-t il 73 APPENDIXIII.


CONDITIONS PRECEDENT In this Appendix, a certified copy means a document certified by either a director or the mmpany secretary of eadr Developer Party as being a tue and complete copy of the docrmrent which is and shall remain in fi:ll force and effect up to and including the Effective Date.

Conditions Prqcelent to be fullilled bv the Developer Parties: A.
Delivery by the Concessionaire, in form and substance satisfactory to the Authority (acting reasonably), of the following documents: 1. aduly certified copy ofthe Conc€ssionaire's c€rtificate ofincorporation; a duly certified copy of the Mernorandum and Articles of Association of the Concesionaire; a duly ccrtified copy ofthe share certificates ofthe Concessionaire; a resolution of the board of dircctors of the C.oncessionaire approving the er<ecution, delivery and performance by the Concessionaire of the Concession Agreement and authorizing a specifed Person or Persons to sign Conc€ssion Agreernent on betralf of the Concessionaire and authorizing a specified Person or Persons to sign and dispatdr or to receive all notices and other mrnmunications rcqufu€d or permitted to be given by or to the Concessionairqurder the Concrssion Agreernenf, a specimen of tlrc signatur€ of each Person autlrorized by the Concessionaire to sigrr the Concession Agreernent and to sip aod diqpatch or to recrive all notices and other commrmications required or pomiued to be given by or to the Concessionaire under the Concession Agreernent evidence that the Concessionaire Imdon Acmunt has been opned; a duly certified copy of the Sponsor's cqtificate ofinoorporation; a duly certified copy ofthe Memorandum and Articles ofAssociation ofthe Sponsoq a resolution of the board ofdtectors ofthe Sponsor approving the execution, delivery and performance by the Sponsor of the Concession Agreernent and authorizing a specifed Person
 or Persons to sign Concession Agreernent on behalfofthe Sponsor and authorizing a specified Person or Persons to sign and dispatdr or to receive all notices and other communications requted or perrnitted to be given by or to the Sporxor under the Concession Ageement and 10. a specim€n of ihe signature of each Person authorized by the Sporsor to sign tire Concession Agreunent and to sign and disparch or to receive all notices and other communications required or permitted to be given by or to the Sponsor under the Concession Agreernent '74 B Delivery by each Developer Party to the Authority, in form and substance satisfactory to the Authority (acting reasonably), a certificate dated on the Effective Date and signed by a duly authorised officer of such Developer Party, confirming the following: the represantations and warranties of the Concessionateare tue and conect in all mat€rial respects; and ') zuch Dweloper Party has duly performed and complied with in all material respecs all covenants contained inthe Concession Agreement as required to be performed or complied by it on or before the Effective Date.
eonditions Precedent to be fulfilled bv tlrc Governnent Parties: C. Delivery by the Governrnent Parties to the Concessionaire in forrn and substance satisfactory to the Concessionate (acting reasonably), ofthe following documents: I ') 3 4 A written approval fiom the parliam€nt of Sierra [cone in connection with the Concession Agreernant and the transactions conternplated by the Concession Agreernent A resolufion of the competert body of each of the Govemment Parties approving the executiorq delivery and perforrnance by such Government Party of the Concession Agreement and authorizing a specified Person to sign ConcesSion Agreernent on behalf of such Governrnent Party and authorizing a specified Person or Persons to sigr and diqpatch or to receive all notices and other commrmications required or permitted to be given by or to such Govemment Party under the Concession Agreernent; A spwimen of the signature of each Person authorized by each Govonment Pafiy to sigrr the Concession Agreernent and to sip and dispatch or to receive all notices and otho communications required or permified to be given by or to such Govemment Party under the Concession Agreernen!
and Promulgation of the Existing Port Development Levy Fee Actand the New Port Dwelopment lrvy Fee AcL D. E A legal opinion from the Attomey Goreral and Minister of Justice for the Governmentl in a form and subst nce rcasonably satisfactory to the Concessionaire with rcspect to (insofar as concelrls t]re Authority) the due authority, valid existence, executiorL delivery and performance of the Concession Agreemant and confirming that all necessary Goverrmental approvals to enable each Govemment Pafty to enter into sudr agreements have been secured- Delivery by each Governrnent Party to the Concessionaire, in form and substance satisfactory to the Concessionaire (acting reasonably), a certificate dated on the Efiective Date and signed by a duly authorised officer of tlre Authority, confirming the following: the representations aod warranties of each Govemment Party are true and correct in all material respects; and 2 each Goverffnent Parry has duly poformed and compliod with in all material respects all coverumts contained in the Concession Agre€ment as rcquirtd to be performed or complied by it on or before the Effective Date.
't5 APPENDIX TV.

LIST OF ORIGINAL EXISTING PORT OPERATORS l. Bollore 2.

Nectar 3.

Global Tracking & Maritime Solutions Holdings 4.

Africa Link 5.

Holland Ship Yard 76 APPENDIX V. LIST OF IDENTIFIED APPROVALS .
Development Application o Statement of Environmental Lnpact Assessment o Engineer's Certificates o Site plans, elevations o Construction details o Relevant studies o Land Owner's Consent o Site inspection certification Ministry of Works, Transport and Lands Approvals o Application assessed against Ports and other relevant legislation.

o Referral to other govemment agencies ifrequired.

Approvals for: o DesignatedDeveiopment o lntegratedDevelopment o GovemmentSigrrificant .
Recommendation by Department of Planning and/or Planning Assessment Commission.

.

Cornplying Developtnent Certificate r Predetermined conditions as per SLPA Ports o Construction co[lmence certificate o Critical Stage inspections certificate Complying Development Certificate, Development Consent and other releva.nt documentation (Works-as-Executed drawings, Environmental Management Plan) provided to SLPA Port.

.
.

All Duty and Tax exemption certification for the construction stage o Comrlon-use area certification 77 11 11 11 t; 11 ly 11 )1 tt ll lt lt lt ll ' I lt tl I I | | APPENDIX 1'I.

FUNCTIONAI REQUIREMENTS NATIONAL PORT DEVELOPMENT LIMITED PORT DEVELOPMENT LEVY FEE (PLF) lnvoicinq Process flow for PLF @t @l I t.. OEs-.tdrs I I G/P"irl: Ardt PAYMENT -@tlFlR \,tATlON- rINAL rtl.se PAYM MADE l-, ,H I I ' I1IXIITf,EEE1/EII @IATE varlhE fff lrrots EIGIEIf,D lI.AlqM PRE VO'II/ECHEOGD PAY"E\II5OIEU'ED ?
i[ItGuES.grclrlolffi EEgIrg{tcooPlES PAllr'ElTtEooit INVOICING HUB '78 [ ,".

;* ' I I I I I I APPENDIX VII.
EXISTING PORT DEVELOPMENT LEVY FEE RATES Table 1: Import Item Existing Port D evelopment Levy Fee (USD) Containers $230.00 per TEU Roro< 5 Roro> 5 $1 10.00 per Unit $220.00 per Unit Bulk Pack (Ton) $1.50 --r min $400.00 Table 2: Export Item Existing Port Development Levy Fee (USD) Containers $200.00 per TEU Roro< 5 Roro> 5 $100.00 per Unit $200.00 per Unit Bulk Pack (Ton) $1.00--' min $250.00 Bulk Rutile (Ton) $1.50--- min $250.00 ;- ; .€- E - J- Roro:Rol1-on Roll-off Vessels '79 APPBNDIX \'III.
LICENSE FEE Operating Year License Fee (US$) 1 2 J 1l t2 Thereafter 0 0 0 0 500,000 550,000 60s,000 665,500 732,050 805,255 885,781 974,359 1,071,794 1,178,974 1,296,871 1,426,s58 1,569,214 1,726,136 1,898,749 0 80 -_ .a- J' .E- APPENDIX IX.
COMMISSIONING TESTS GENERAL COMMISSIONING REQTIIREMENTS Construction of berths as per Queen Elizabeth II Port Extension Project PART 1 - GENERAL 1.1 DESCRIPTION A. Commissioning is the systematic process of ensuring all site and building components, equipment, systems, and interfaces among systems perform in accordance with the design intent and the contract documents.
The commissioning process encompasses and supplements the traditionally separate functions of system, equipment, and component installation, checkout, startup, calibration, operational testing, adjustnent and balancing, functional performance 1s51ing, development of O&M manuals, development of system manuals, development of as-constructed drawings, operation and maintenance training, final acceptance testing, and deferred functional performance and seasonal testing.

B.

Objectives of Commissioning: 1.


Ensure applicable equipment, systems, and components are properly installed and adequately checked out according to the manufacturer's recommendations, industry accepted standards, and the contract documents, prior to startup.

2.
2.

Ensure applicable equipment, systems, and components are started up, calibrated, operationally tested (statically and dynamically), adjusted and balanced, and functionally tested per the contract documents, prior to initiating operation and maintenance training and fi nal acceptance testing.

3.
3.

Ensure operation and maintenance manuals, system manuals, as-constructed drawings, and other required documentation are developed, updated, and submitted in accordance with the design intent and the contract documents.

Ensure Port operation and maintenance personnel are adequately trained prior to 4. substantial completion of the work to provide routine operation and maintenance.
C. Responsibility for Conxrissioning: The Contractor is responsible for the cornmissioning process and shall plan, execute, and document the cornmissioning work specified herein.

D. interfaces among systems specified in the following divisions shall be commissioned: Systems to be Commissioned: ln general, systems, equipment and components, and l. 2.

J.

Division 8 - Openings Division l1- Equipment Division 12 - Fumishings 8l .5- ;- F ,A' .

;- A- - S .A' 10.

11.

12.

13.


Division 13 - Special Construction Division 14 - Conveying Equipment Division 21 - Fire Suppression Division 22 - Plumbing Division 23 - Heating, Ventilating and Air-Conditioning (IIVAC) Division 26 - Electrical Division 27 - Communications Division 28 - Electronic Safety and Security Division 32 - Exterior Improvements Division 33 - Utilities E Responsibilities for Commissioning of Port-Fumished Equipment: 1 .
The Contractor shall manage, coordinate, and oversee all commissioning activities related to the startup and testing of all Port-fumished, Contractor-installed equipment including the following: 1.2 RELATED WORK SPECIFIED ELSEWHERE A.

Coordinate commissioning work with requirements called out in all of the sections of the contract documents.

1.3 COMMISSIONINGMANAGEMENT A.


To ensure commissioning objectives are met, the Contractor shal1 employ the seMces of one or more commissioning managers, as appropriate, to oversee and guide commissioning activities.

1 Should the Contractor choose to subcontract commissioning activities to a commissioning specialist, the following businesses are pre-approved as commissioning management firms: Institute of Engineering a. b.
B. Commissioning managers shall have current and demonshated knowledge of the following systems, equipment, and components: Or pre-bid approved equal.

1 Site Construction: 82 a. b. c. 2. a. b.

3. a. b. c. d. e. f. 4. a.

5. a. b. c. d. 6.

Water systerns.

Storm and sanitary sewer systems.

Automated gates.

Doors and Windows: Coiling doors and grilles.

Automated enhance door and revolving vestibules.

Equipment: Sterilizers.

Fueling system and related equipment.

Cathodic protection system.


Static ground system.

Loading dock equipment.

Sewage lift station.

Fumishings: Motorized blinds and shades.

Conveying Systems: Hydraulic and electric elevators.

Escalators.

Moving walks.

Baggage conveyor systems.

Mechanical: 5 A* a.


Piping systems (high pressure steam, low pressure steam, heating hot water, pumped condensate, chilled water, condenser water, domestic hot and cold water, non-potable water, pumped sewage, grease waste, fire protection, natural gas, and refrigeration).

b. c. d. e. Piping specialties.

Valves.

ExPansisn comPensation.

Gauges.

83 f. c. h. 1 J k. l. Pumps.

Seismic restraints.

Noise, vibration, and seismic conhol.

Fire protection.

Plumbing equipment.


Water treafuent.

Hot water boil€rs and steam generators.

m. Steam and condensate specialties.

-- n. o, p. q. r. s. t. u. x.

7. a. b. d. e. f. p. Heat transfer and heat exchangers.

Water chillers.

Packaged air conditioners and mmputer room air conditioners.

Air handling units.

Fans.

Air cleaning equipment.

Ductwork and accessories.

Air terminal units.

Air outlets and inlets.

Variable speed controllers.

Energy management and control systerns.


Electrical: Power and emergency power wirings and cables.

Emergency generators.

Unit substations.

Switchgear and circuit breakers.

Medium voltage interrupter switches.

Secondary distribution system.

Grounding, ground fault and service grounding.

84 Transformers.

Bus ducts.

Panelboards and switchboards.

Motor controls, motor control centers, and motor starters.

Bedh and dock yard lighting and signing.

Building liglting.

Lighting conhol system.


Unintemrptible power supply system.

Fire alarm system.

Security access system.

Telephone and data communication systems.

Public paging and address systems.

Audio/video zurveillance systems.

Microprocessor power monitoring and metering equipment.

h I 1 k. l. m n. o. p. q. r. S t u.

C Commissioning managers' qualifications shall include: At least 7 years total experience in system, equipment, and component l commissioning.

2.
2.

Acted as a principal commissioning agent on at least tbree projects of similar complexity and size as this project.

3.

A bachelor's degree in mechanical or electrical engineering, as appropriate, and registration as a professional engineer in thet country of origin.

4.

Experience in preparation of cornmissioning plans, schedules, checklists, test procedures, training plans, operation and maintenance manuals, system manuals, and record drawings.

5.
5.

Experience ia system, equipment, and component checkout, startup, calibration, operational (static and dynamic) testiag adjustrnent and balancing, and final acceptance testing.

6.

Demonstrated working knowledge of complex fire alann, eleckic power control, and facility management systems; ability to understand control system manufacturer's operating system and control code; ability to troubleshoot control code and recommend necessary modifications.

7.
7.

Excellent communication and writing skills; highly organized work habits.

85 5- - i\ 5 ;- 5 ; i ; ; ; Name, address, phone, and facsimile numbers.

Submit resumes and qualifications briefs, including: 1.4 SUBMITTALS A. CommissioningManagers: l. a. b. c. d. Relevant work experience.

Provide position neme and description of responsibilities, including name and current telephone number of immediate supervisor or reporting entity.

e. three projects of similar complexity ard size within the past 7 years.
Description of candidate's experience as a principal commissioring agent on at least History of employment with present and past firms for the past 7 years.

Current title andjob description.

f. systems, equipment and components, and related skills and capabilities.

Current and demonstrated knowledge of systems, equipmen!

and components.

List E. Education and technical training.

List relevant degrees, certifications, and professional afEliations.

Reference names and phone numbers of former clients.
h. B. Commissioning Plan: l. Proceed.

2. a. b. c. mernber.

Submit a commissioning plan for approval within 60 days following Notice to The commissioning plan shall include, but not be limited to: Details of the commissioning scope.

Commissioning team contact infomtation.

Cornmissioning team task matrix, identifoing roles and responsibilities of each team d. e. f. Communication and reporting protocols.

Commissioningprocessoverview.

Template showing the fonnat of the issues log.


Templates showing the format for each type of test report (i.e., pre-operational, E. operational, functional, and final acceptance).

h. Listing of each system or subsystem to be commissioned as described ia the project conrmissioning progress and tumover report section.
The detailed individual test reports for the pre-operational tests, startup and operational tests, functional tests, and final acceptance tests shall be submitted when specified in those sections.

86 Listing of systerns for which operation and maintenance training will be provided.

i. C. ComruissioningSchedule: l. Proceed.

Submit a detailed cornmissioniflg schedule within 60 days following Notice to 2. and pre-operation checkout and startup begins.
Submit weekly, rolling three-week look-ahead schedules orce installation is complete Pre-operationalcheckout.

Tag number, name, and subcontractor or vendor.

Installation of systems, equipment, and components.

Startup and operational (static and dynamic) testing.

Include commissioning in the overall construction schedule.

For each item to be mmmissioned, include the following information: Task duration and schedule completion dates for the following activities: 3.
4. a. b. l) 2) 3) 4) 5) 6) Operation and maintenance training.

7) 8) Deferred functional performance testing.

D. 1.

An issues log shall be maintained to keep an ongoing record of the issues identified during the commissioning process that require or did require correction.

For each entry, the log shall include: Testing, adjushent, and balancing (TAB).

Functionalperformancetesting.

Final acceptance testing.

Issues l,og: a. description of the system equipment or component affected.
Identification infomration including a unique ID number, date, identifuiag party, and Description ofthe issue, including cause.

b. c. responsibility for correction.

Implications of the issue, recorunendations for correction and assignment of d. e. 2.

An issue closure date.

The name of the party veriffing the correction.

Submit weekly updates once commissioning begins.

8'7 <.
8'7 <.

.E; -r j- ; Generate and submit a weekly project E. Project Commissioning Progress and Tumover Status Report: l. pre-operational checkout and startup begins.

construction progress review meetings.

2.

Project commissioning progress reports shall be a spreadsheet type report that contains the following information: a. organized by specification section and paragraph number.
conurusslonmg progress report once Provide updated reports at scheduled Item-by-item inventory of systems, equipment, and components to be commissioned, b.

For each system or equipment item include equipment tag number, building/location, maintenance representative, and subcontractor or vendot responsible for commissioning of item.

For each syste,m or equipment being commissioned, iaclude fields for recording status lnstallationcomplete.
c. and completion date ot*" 1511swing: l) 2) 3) Pre-operationalcheckoutcomplete.

4) complete.

Pre-operational checkout plan and checklists complete.

Startup and operational (static and dynamic) test plan procedures and checklists Testing, adjustmen!

and balancing complete.

Testing, adjustment, and balancing plan complete.

Startup and.

operational (static and dynamic) tests complete.


5) 6) 7) 8) 9) 10) Interim TAB reporq interim operation and mahtenance manuals, interim system manual, and training plan complete.

Functional test plan and procedures complete.

Functional tests complete.

1 I ) Operation and maintenance training complete.

12) Final acceptance test plan and procedures complete.

13) Final accepr"nge tests complete.


14) As-constructed drawings, as-constructed data file, operation and maintenance manuals, system manual, and TAB report complete.

15) Space for recording rernarks or exceptions, attendees, and minimum 3-week look-ahead schedule.

88 E 4 { - Test Plans, Procedures, and Checklists: F. 1.
Submit pre-operational, startup, operational, functional, and final acceptance test plans, procedures, and checklists no less than 30 days prior to initiating commissioning of systems, equipment, and components.

2.

Pre-Operational Test Plans, Procedures, and Checklists: a. system, piece of equipment assembly, or component.
Pre-operational checklists shall include details for pre-operational checkout of each b. Checklists shall include static inspections and procedures required to prepare systems, equipment, and components for startup.

They shall combine or otherwise augrnent manufacturer's recommended installation and field checkout instructions.
Startup and Operational (Static and Dlnamic) Test Pians, Procedures, and Checklists: Startup and operational testing shall include details for starfup and operational (static 3. a. and dynarnic) testing ofeach system, piece of equipment, assembly, or component.

b. Startup and operational (static and dynamic) test plans shall include detailed starhrp and checkout procedues and checklists, They shall combine or otherwise aup.ent manufacture$' remmmended startup, checkout, and field testing instructions.
Functional Performance Test Plans, Procedures, and Checklists: 4. a. Functional perforrnance test plans shall include details for verifying that specific components, assemblies, systems, and interfaces among systems function and perform in accordance with the design intent and the contract documents.

b. Functional perforrnance test plans shall include detailed procedures and checklists for testing the function of systems, equipment and components, and interactions between equipment and systems.
Plans shall also include identification of participants involved and their responsibility, duration of each test, special conditions of tests, phasing considerations, major prerequisites, and planned testing dates.

c. requirements specirying v/hat modes and functions shall be tested.
Functional performance test plans shall include detailed checklists of functional test d. Functional perlormance test procedures shall include written, repeatable, step-by-step processes which must be executed to fulfill test requirements, including test prerequisites, test processes, expected outcomes, and acceptance criteria.
e. Submit completed, sigrred, and dated pre-operational, startup, operational and functional performance checklists and test reports, and obtain approval to proceed prior to initiating final acceptance testing of system, equipment, assemblies, and components.

Final Acceptance Test Plans, Procedures, and Checklists 5. a.
Final acceptance test plans shall include details for demonstrating that specific components, assemblies, systems, and interfaces among systems and equipment function and perfomr in accordance with the desigr intent and the contract documents.

89 F - .- ; Final acceptance test plans shall be the final versions of the detailed procedures and b. checklists specified for the firnctional performance tests above.

c. to substantial completion.


Submit completed, sigrred, and dated final acceptance test reports and checklists prior PART 2 - PRODUCTS 2.1 TEST EQUIPMENT A.

All testiag and data logging equipment required to perform installation, checkout, startup, operational (static and dynamic) testing, functional perforrnance testing, and final acceptance testing shall be provided by the Contractor.

B.
B.

Special test equipment, tools, and instruments specific to a piece of equipment but only available from the vendor, shall be provided by the Contractor.

C. Data loggrng equipment and software required to test q/stems, equipment and components, and interfaces among systems shall be provided by the Contractor.

D. Test equipment and instrumentation shall be calibrated in accordance with the following frequency: Laboratory Instruments: 12 months.
Field lnstruments: Analog, 6 months maximum; Digital, 12 months maximum.

Leased Specialty Equipment: 12 months where accuracy is guaranteed by lessor.

l. 2.

3.

E. All testing equipment shall be of sufEcient quality and accuracy to test and/or measure system equipment and component performance within the tolerances specified in the technical specifications and on the &awings.
If not otherwise given, Ote following minimum requirements shall apply: l. the past year to an accuracy of 0.5'F and a resolution of+O.1"F. Temperature sensors and digital thermometers shall have a certified calibration within 2. measured (not firll range of meter) and have been calibrated within the last year.

Pressure sensors shall have an accuracy of *2.0 percent of the value range being 3.
All equipment shall be calibrated accordi.g to the manufacturer's recommended intervals and recaiibrated when dropped or damaged.

4.

Calibration tags shall be affixed and dated or certificates made readily available.

PART 3 - EXECUTION 3.I MEETINGS A. Scoping Meeting: Within 30 days of Notice to Proceed, the Contractor shall schedule, plan, and conduct a commissioning scoping meeting with the Port.
During this meeting, the overall scope and process of the commissioning effort shall be reviewed, issues 90 and suggestions from all parties given, management and reporting protocols finalized, and the project schedule discussed.

From information gathered in this meeting, the Contractor, with the guidance of the commissioning manager(s), shall prepare and submit the commissioning plan and schedules.

The Contractor shall distribute meeting miautes to all parties.
B. Commissioning Kick-Off Meeting: Within 60 days prior to initiation of pre-operational checkout and startup of systems, equipment, and components, the Contractor shall schedule, plan, and conduct a commissioning kick-off meeting with the entire commissioning team in attendance, including the mechanical, electrical, test, adjusting and balancing, and other appropriate subcontractors and the Port in attendance.
One week prior to this meeting the Contractor shall distribute the Port-approved overall commissioning plan and schedule to all members for their review.

The overall corffnissioning plan, process, and general responsibilities of each tearn member, reporting and communication protocols, and next steps shall be discussed.

The Contractor shall distribute meeting minutes to all parties.
C. Commissioning Meetings: Once commissioning begins, weekly job site commissioning meetings shall be planned and conducted by the Contractor.

These meeting may become part of the weekly construction meetings.

These meetings shall cover coordination issue resolution and planning issues, and shall include appropriate commissioning managers and the Port.

The Contractor shall distribute meeting minutes to al1 parties.
3.2 INITIAL CHECKOUT, STARTUP, AND CONSTRUCTION CHECKLISTS A. Static Elements: For static systems or assemblies with no startup or testing requirements, the Contractor may utilize simplified construction checklists to confirm installation meets design intent and contract requirements.

The initial checkout and startup plan shall include, but not be limited to: B.
Dynamic Elements: For dynamic systems, equipment, and components, the Contmctor shall develop detailed installation, checkout, and startup plans, and shall ensure that there is written documentation that each of the manufacturer-recommended procedures have been completed and the systems, equipment, and components are ready for operational and functional testing.

1. a- b. c. d. The manufacturer's or vendor's field checkout and startup sheets (if available).
Other field quality control requirements listed in the specifications.

Themanufacfurer'sinstallationinstructions.

The construction checklists, as specified below.

e. systems.

Phasing and sequencing of startup for applicable @mponents, equipment, and 2.

Installation instructions may consist of the manufacturer's detailed installation instructions copied from installation operation and maiatenance manuals shipped with the equipment.
9l '- ..' 5 ,i- {- -i tt ; 3. checkout and startup sheets normally used by the manufacturer for startup.

Pre-operational checkout and starfup sheets may consist of the manufacfurer's field 4.

Construction Checklists : a.

The construction checklists shall contain requirernents for calibration and point-to-point checkout ofbuilding automation and process instrumentation and controls.

b.
b.

The Contractor shall determine which trade is responsible for executing and documenting each of the line item tasks in the construction checklists and note requked trade on the checklist form.

c. Calibrations: The Contractor shall calibrate all field-installed anaiog sensors and gauges, and all actuators (dampers and valves) on all equipment.
One-point calibrations are sufficient within the normal expected range of operation of the sensor using a calibrated test instrument, unless explicitly listed otherwise in the specifications.

Sensors installed in the unit at the factory with calibration certification providedneed not be field calibrated.

d. Point-to-Point Checkout: The Contractor shall conduct point-to-point checkout of each control or monitorilg point tied to a central control or monitoring system.
Each point shall be verified to be commanding, reporting, and controlling according to its intended purpose.

Poiats within and controlled by packaged equipment controllers do not require a point-to-point checkout except for actuator positions or other points listed in the specifications or manufacturer's startup and checkout procedures.

5.
5.

For complex systems or assemblies, the Contactor shall develop a custom narrative description of the proposed startup or concealment process taking into account interactions and impacts on other systems, construction coordination and scheduling, indoor air quality, system cleanliness, equipment warranty, etc.

C. Execution of Construction Checklists and Starnrp: 1. construction checkout by the Contractor following the approved plan and forms.
Each piece of equipment or assembly being commissioned shall receive firll 2. checkout procedures in the plan prior to starting equipment.

For dynamic mechanical or electrical equipment, the Contractor shall compiete the 3. startup.

The Contractor shall notifu the Port at least 5 days in advance of any equipment 4. and startup ofselected systems and assemblies.

The Contractor shall have a commissioning manager observe installation checkout 5.
The Contractor and the manufacturer's representatives shall execute startup, and shall maintain a siped and dated copy of the completed construction checklists and installation and startup documentation.

The Contractor shall clearly note any items that have not been completed and the plan for their completion.

6.
6.

The consfiuction checklist and other procedures from the checkout and startup plan for a given system or assembly shall be successfully completed prior to operational and functional testing of the systems and equipment.

92 The Contractor shall correct all areas that are deficient or incomplete prior to 7. initiating operational and functional performance testing.

3.3 OPERATIONAL AND FTINCTIONAL TESTING A.


The Contractor shall have a commissioning manager oversee, w"itness, and ensure testing is completed in accordance with the design intent and the contract documents.

The Contractor shall execute all tests and shall document the results.

B. for all systems are found in the technical sections.

Testing Requirements: The specific operational and functional testing requirements g .i-_ 5' C. Objectives and Scope: 1.
The objective of operational testing is to verifo each component, assembly, equipment item, subsystem, and system is complete and ready for use and perforrning in accordance with the design intent and the conhact documents, prior to initiating functional testing.

2.

For dynamic systems, operational testing shall facilitate bringng the systems from a state of initial startup to firll dynamic operation.
For static elements, operational testing shall verify the performance of the assembly in its installed state under conditions specified in the testing requirements.

During the testing process, areas of deficient performance shall be identified and corrected.

3.
3.

The objective of functional performance testing is to verift systems, equipment, and components function and perform interactively in accordance with the design intent and the written sequences and modes specified in the contract documents, prior to initiating operation and maintenance trainiag and final acceptance testing.

4.
4.

In general, functional testing shall include testing each sequence of operations specified in the contract documents, and othff significant modes, sequences, and conhol strategies not mentioned in the written sequences, including, but not limited to startup, shutdown, unoccupied and manual modes, modulation up and down the unit's range of capacity, power failue, alarrns, component staging and backup upon failure, interlocks with other equipment, and sensor and actuator calibrations.
All interlocks and interactions between systems and equipment shall be tested.

All larger equipment shall be individually tested.

Like units or assemblies that are numerous (many smaller rooftop packaged units, air terminal units, exhaust fans, etc.)

may have an appropriate sampling strategy applied.

D. Operation and Functional Perforrnance Test Methods: 1.
Operation and functional testing and verification for most dynamic systems, equipment, components, hardware, and software shall be achieved by an appropriate combination of manual testing (persons manipulate the equipment and observe its function visually or via test instrument .6dings) or by monitoring the performance and amlyzing the results using the conhol system's trend log capabilities or by stand-alone data loggers.

2.
2.

Simulated Conditions: Simulating conditions by overwriting a value shall be allowed, though timing the testing so equipment experiences actual conditions is encouraged wherever practical.

93 3.

Simulated Signals: Using a signal generator which creates a simulated signal to test and calibrate transducers and DDC constants is generally recommended over using the sensor to act as the signal generator via simulated conditions or overwritten values.
Altering Set points: Rather than overwriting sensor values, and when simulating 4. conditions is difficult, altering set points to test a sequence is acceptable.

5.

Indirect lndicators: Relying on indirect indicators (building control system readouts or trends) for responses or perfomrance shall be allowed only after visually and directly verifoing and documenthg, over the range of the tested parameters, that the indirect readings represent actual conditions and responses.

6.
6.

Setup: Each function and test shall be perfomred under conditions that simulate actual conditions as close as is practically possible.

The Contractor shail provide ail necessary materials, system modifications, etc., to produce the necessary flows, pressures, temperatures, etc., necessary to execute the test according to the specified conditions.
At completion of the test, the Contractor shall retum all building equipment and systems affected by these temporary modifications to their pre-test condition.

7.

Sampling: Multiple identical pieces of non-life-safety or otherwise non-critical equipment may be functionally tested using a sampling shategy.

Significant differences in application and sequence of operation in otherwise identical equipment invalidates their corrmon identity.
A small size or capacity difference, alone, does not constitute a difference.

No sarnpling by the Contractor is allowed ia construction checklist execution.

8.

Testiag Order: In general, frrnctional testiag shall be conducted only after construction check-listing, startup, and operational testing have been satisfactorily completed.
The control system shall be sufficiently tested and confirmed to be operating as intended before it is used for testing, adjusting, and balancing or to veriff performance of other components or systems.

Air balancing and water balancing shall be completed before functional testing of air-related or water-related equipment or systems.

Testing generally shall proceed from components to subsystems to systems.
When the proper performance of all interacting individual systems has been achieved, the interface or coordinated responses between systems shall be verified.

9. commissioning shall be set up and executed by the Contractor.

Trend Logs and Monitoring: Data loggers and trend logs requted to support 10.

Testing and Project Schedule: Every effort shall be made to expedite the testing process arrd minimize uDnecessary delays, without compromising the integrity of the procedues.
3.4 NON.CONFORMANCE ISSUES AND FINAL APPROVAL OF FUNCTIONAL PERI'ORMANCE TESTS A. Non-Conformance: 1.

The Contractor shall record the results of the operational and firnctional tests on the appropriate procedue or test form.

Al1 deficiencies or non-conforrnance issues shall be recorded on a master iszues log and reported directly to the Port within 3 days of occunence or sooner when scheduling and coordination require it.
The Port and the Contractor, in 94 *:- < ..= consultation v/ith the corDmissioning manager, shall detenrrine the responsible party and a suitable plan for resolution.

The issues log shall be updated when the issue has been resolved.

Any required retesting by the Contractor shall not be considered a justified reason for 2.

3. a claim of delay or for a time extension by the Contractor.

B.
B.

Final Approval of Functional Tests: Final approval of an entire test shall not be given until there are no outstanding issues for the systan, equipment, or assembly in the issues log, and all related operation and maintenance training and final acceptance testing is complete.

3.5 OPERATION AND MAINTENANCE TRAINING A. adjustrnent, and preventative maintenance procedures of all systems and equipment.

The Contractor shall train and instruct Port maintenance personnel in the operation, B.
The Contractor shall work with the commissioning manager to develop appropriate training plans and orientation agendas for equipment and assemblies, and shall provide skilled trainers and training materials, including operation and maintenance manuals, system manuals, and as-constructed drawings, for the sessions.

C. The Contractor shall obtain Port authorization to proceed with training prior to initiating training unless approved otherwise.
D. Authorization to proceed with training will not be granted until the foilowing criteria are met: l. complete.

Functional performance l6sting of applicable systems, equipment, and components is 2.

All punch list items discovered during functional testing have been remedied.

3.
3.

Operation and maintenance manuals, system manuals, and as-constructed drawings for applicable systems, equipment, and components are at least 95 percent complete, have been submitted to the Port for review, and the Port has approved preparation of final operation and maintenance manuals, system manuals, and as-constructed drawiags.

E. F. The Contractor shall divide maintenance training between classroom (where applicable) and on-the-job "hands on" training.
The Contractor shall al1ow the Port to video tape the kaining sessions.

G. flaining sessions shall include identification of parts, description, servicing, and troubleshooting in the training sessiors.

Special emphasis shall be given to frst response repair of system components.

H. The Contractor shall conduct training sessions with factory{rained field engineers or technicians.

3.6 DEFERRED TESTING 95 A.


Unforeseen Deferred Tests: If any check or test cannot be completed due to the building structure, required occupancy condition, or other deficiency, execution of checklists and functional testing may be delayed upon approval ofthe Port.

B.

Seasonal Testing: During the warranty period, seasonal testing (tests delayed until weather conditions are closer to the system's desigrr) specified in the testing requirements shall be completed as part of this contract.
The Contractor, with the guidance of the commissioning malager, shall coordinate this activity.

Tests will be executed, documented, and deficiencies corrected by the Contractor.

The Contractor shall make needed final adjustrnents to the operation and maintenance manuals, systems manual, and as-constructed drawings due to the testing results.
C. Testing Systems in Transitory Areas: Systems located in or serving areas that are later sigrrificantly remodeled prior to their final state and final tumover to the Port shall be fully tested, including documentation, prior to initial occupancy.

Such systems may require retesting.

l. functional at final tumover to the Port.

Life-safety systems shall undergo complete retestiag to ensure all systems are fully 2.
Non-altered portions of non-life-safety systems shall not require complete retesting, except at the discretion of the Port.

Portions of the systems that have been altered or interfaced within the alterations shall be fully tested and documented.

3. what systems require retesting after review of the Contractor's phasing and test plans.
The Port will determine what is "sipificantly remodeled" and give final direction of =_ D. Testing Incomplete Systems: Systems or equipment that are partially complete or partially set up and put into operation to serve an occupancy and then later altered or completed prior to final turnover to the Port require testing.

1.

Life-safery systems, even if only partially set up, shall undergo complete testing and documentation prior to initial occupancy.
A-11 altered portions ofthe system and portions of the original system that may have been adjusted shall be tested prior to final tumover to the Port.

At the Port's discretion, the Contractor shall test and document perforrnance of the entire system prior to fiaal tumover.

2.

The Contractor may use either of the following two methods for testing non-life-safety systems and equipment: a.

Systems and equipment shall be sufficiently tested by the Contractor to ensure delivery of the required service.
Detailed documentation will not be required of this initial testing.

During the period the system is partially complete; the Contractor shall be responsible for troubleshooting the system operation for the Port.

Upon final completion of the system, the entire system shall be fully tested and documented, prior to tumover to the Port.

b.

Incomplete systems and equipment shall be fir1ly tested and documented to be functioning properly prior to occupancy.
During the period the system is partially complete, the Port will be responsible for foubleshooting until a construction deficiency is identified.

Upon final completion of the system, the portions of the system that were not initially tested 96 and any areas of interface with those portions shall be fully tested and documented by the ConEactor.

3.7 FINAL ACCEPTANCE TESTING A.


The objective of final acceptance tests is to demonstrate to the Port and other authorities having jurisdiction that systems and equipment are substantially complete and ready for use.

B.

The Conhactor, with the guidance of the commissioning manager, shall execute final acceptance tests in accordance with the approved final acceptance test plans, procedures, and checklists.

END OF SECTION 97 APPENDIX X.

HEALTH AND SAFETY REQUIREMENTS 1.


Personnel Protective Equipment All field personnel are issued with individual PPE kits, which they are responsible for keeping in good condition.

Field personnel are instructed to wear the appropriate protective equipment during operations and maintenance activities.

1.1.

Head Protection: - to Work situations which require head protection to be wom include, but are not limited i.
Working ne:r, or operating, ship's crane or derrick during discharge, whether on board the vessel or on the quayside.

ii.

system is damaged.

Head protect should be discharge in the event that the shell is cracked or suspension 1.2.

Eye Protection: 1.2.1.

Eye protection should be wom whenever there is the potential for eyes to be struck by flying particles, dust etc.

Depending on the nature ofthe task, safety glasses or safety goggles should be used.

1.2.2.
1.2.2.

Welding or cutting requires use of specific filter shades to protect eyes ftom injurious light radiation.

1 .3.

Hearing Protection: 1 .3.l.

Hearing protection should be wom when working in high noise engine/generator type locations for prolonged periods of time.

I .4.

Hand Protection: 1.4.1.

Suitable gloves should be wom to protect the hand, depending on the nature of the task carried out.

1.5.

Foot Protection: 1.5.1.


All technicians are required to wear proper safety shoeVboots during the operations.

1.6.

Dust Prctection: 98 1.6.1 .

All technicians should wear suitable dust protection (dust masks) where there is a risk of inhalation.

Accident Reporting and Investigation 2.

2.1.

All accident are to be reported immediately to the Project Team in London.

2.2.

The field personnel are issued with 24 hour contact numbers of the Project Team personnel.

2.3.
2.3.

Initial reporting should be followed by a written accident report form within the next 12 hows.

Pictures should also be taken and forwarded to the head office where possible.

2.4.

Each accident is to be investigated by the Project Team and safety committee.

2.5. ln cases where there is injury to the personnel and/or damage to the equipment a surveyor (in consultation with the head office) should be appoiated to assess the darnage and determine the reasons for the accident.
The same procedure applies where an accident happened due to faulty use of cranes, derricks or gquiprnsnl.

2.6.

In cases where there is personal injury, the initial reporting should be followed up with an initial and final doctor's report where hospital treaEnent is involved.

2.7.

Measures which need to be implemented across the field will be communicated without delay in the form of Safety Memorandums.

3.

3.1.
3.

3.1.

Before commencing each operation every team is required to establish emergency procedures as follows: Emergency Procedures 3.1.1.

Establishing link of cornmunication with local personnel (agents, conhactors, and the ship) in case ofan emergency.

3.1.2.

Locate the nearest hospital and/ or medical Centre; establish how to get there, contact numbers.

3.1.3.

Establish how to contact other emergency services at the location if required.

First Aid 4.

4.1.
First Aid 4.

4.1.

All NGL equipment will contain the following 4.1.1.

Fi$tAidKit 4.1.2.

Eyewash Station Environmental Control 5.

5.1. desigr/constructionandmaterial 99 5.1.1.

Our units are manufactured in such a way that there are not ant parts or substances, which will deteriorate and cause environmental impact during the iifetime of machines.

Our units are 98 %o recyclable 5.1.2.


Disposable items such as oii, filters and consumables such as paint, brushes etc should always be disposed of in an environmentally accepted way 5.1.3.

Field technicians are responsible for ensuriag that this practice is followed.

5.2.

B- Dust and noise control 5.2.1.

We endeavor to encourage all personnel to wear protective clothing and/or apparatus provided for the operation to minimized the effects of dust or noise as far as the local practices permit.

5.2,2.
5.2,2.

Maiatenance of item such as grabs is monitored closely to minimize potential dust problem 5.2.3.

Teams are expected to ensure that any product spillages with potential for environmental impact are dealt with swiftly, and measures are taken to prevent such spillages from happening 5.2.4.

T\e units are to be maintained in accordance with manufacturer's guidelines to minimize any potential noise poliution.

5.3.

C-Control and Spillages 5.3.1.


Aay potential spillages of diesel or any other substances which are harmfirl to the environment to be cleaned imrnediately using the appropriate means for the task 5.3.2.

Good house-keeping is a priority for every operation.

The ernphasis should be placed on the prevention of the potential spillage happening 5.3.3.

Is the need arises, the disposal of environmentally sensitive spareVparts or used items should be done by using a suitable disposal sitdservice.

6.
6.

Monitoring of safe working practices 6.1.

Field personnel are required to conduct regular risk assessment exercises to highlight any shortfalls or problems related to this policy.

A generic Risk Assessment @A) from for NSPW Bagging and Vac Operations in attached to this policy and will be issued for each operation.

Additional local hazards should be assessed, entered on the RA, and conhols implemented to minimize the risk of injury, equipment damage and environmental impact.
fusk assessment are also in place for task specific operations such as vessel triruning, crane maintenance etc.

6.2.

Risk Assessment forms will be processed and monitored by the members of the safety committee and relevant action with regard to any specific risk will be communicated back to the field personnel.

The Prime responsibility on this issue lies with the projects team.

100 6-3.

The progress of the safety and environmental policy will be monitored by the safety committee.

6.3.l.
6.3.l.

The members of the committee are: 6.4.

The committee will normally meet every six(6) months.

The committee may meet more often if it deemed necessary.

Comments 7.

7 .1.

Should personnel have constructive comments or observations, which may be suitable for inclusion into this document, you are invited to provide information back to head office for review through the safety committee.

These documents will be reviewed and respective issues resolved accordingly.
The projects teams and the safety committee will continually monitor operational safety, and update the relevant procedures as required.

101 SIGNATUREPAGES IN WTINESS WHEREOF tlte duly authorised representatives of the Parties have hereunto set their hands and seals the day and year frst above written.

SIGNED SEALED AND DELIVERED for and on behalf of the within named SIERRA LEONE PORTS AUTHORITY BY ITS GENERAL MANAGER -.- MR. ABU .B.

BANGURA SIGNATURE: DATE: 1 SexI )-o t+ i.r' 'i!
+ o$9- Ports Aut lo \e RE CEIV ED 1 SEP 2017 2 ); ER AL 14 In the Presence of: .-^", ari+" ce-, Gr.o [-Go ,,qc\f .h E-rfr ADDRESS: OCCUPATION: 1) SIGNATURE: hlo rs*{ilon,h,,5 ftUoS* il/ql ?- Signature Page to the Concession Agreement SIGNED SEALED AND DELTVERED for and on behalf of the within named MINISTRY OF TRANSPORT AND AVIATION representing THE GO\tsRNMENT OF THE REPUBLIC OF SIERRA LEONE BY ITS MINISTER - HONOURABLE LEONARD BALOGLIN KOROMA /€or,//-R.D 6r*t, oz( a-*.t 4 SIGNATUR.E DATE: a//o7 /t 2 ,,}.
Q :/ r{ In the Presence of: NAME: ADDRESS: OCCUPATI S*-r+un 2 -tu<nt€4 Mn"rrL.4 cfi T.a^-ryrt i o*, EL,V fiV,,ar SIGNATURE: Signature Page to the Concession Agreement SIGNED SEALED AND DELIVERED for and on behalf of the within narred NATIONAL COMMISSION FOR PRTVATISATION, SIERRA LEONE BY ITS CHAIRMAN - LAWYER SULAIMAN KABBA KOROMA CoR SIGNATURE: 2l DATE: 3b^* o1)2s r> NAME: InthePresenceot NqV..r /'*d\ StE-'"^1 uc-P !
eo axe'Jur-t"^--e- OCCI]PATION: ADDRESS: SIGNATURE: Am€1 Signdatre Page to the Concession Agreement SIGNED SEALED AND DELIVERED for and on behalf of the within named SKY ROCK MANAGEMENT LIMITED BY ITS DIRECTOR _ MR. SAHR H. WILLIAM NGEGBA SIGNATURE: DATE: \1 ln the Presence of: NAMS: +t884{ 9u"--, ADDRESS: ''L &.-.

'^t-c- t'"--l AJt-b; OCCUPATION: CY SIGNATURE: 14 q t?
Signature Page to the Concession Agreement SIGNED SEALED AND DELIVERED for and on behalf of the within named NATIONAL PORT DEVELOPMENT (SL) LTD BY ITS D -MR. DAVID BEN LULU SIGNA DATE: t+ l9 l,I ln the Presence of: Nar're: CLr) s h o,.ri D rl*"G \nlLUt-q^ ADDRESS: ro r\totTer[qCq - ues5 OCCUPATION: gec ^ n A g SIGNATURE: .11 lr lr+ Signature Page to the Concession Agreement \H )l3Ar I a ), NA