Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698830289086.pdf (Sierra Leone)
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DATI]D: IZ.N DAY Of NOVEMBER 20 I4 .

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: -5g lt..l i t I (r) THE MIn-lSTllY OF TRANSPORT AND AVIATION and (2) WESTMTNSTER FACILITIES MANAGEMENT LIMITED CONCESSION AND LEASE AGREEMENT to For Terminals and Fcrry Services behveen Lungi and Freetown spr:att endicott SOLICITORS 52 - 54 The Green, Banbury, OXl6 9AB TEL: 01295 204000 FAX:01295 204080 E-MAIL: enquiries@selaw.co.uk REF: JES.76065.30 NT LiBt{ AR.
t4E ILIA !i-:R ilill 'FEETO\: 76065.r0R2 t7nut4 A TABLE OF CONTENTS I ?

J 4 5 6 1 ll I TIIE FERRY SERVICES........ DTSPUTE RESOLUTION.

INDEMNITY.... -() CIIODULE 2 - TERMINALS....,.
SCIIEDULE 3 - TERMINAL SERVICES........ scllEDI]LE 4 - FERRY SERVICES....................... SCIIEDULE 5 - THE CONCESSION FEES.....,... 5 6 6 6 6 9 l7 l3 14 15 t () il / 2 76065.30R2 t1/,r|t,A 4 l'lllS n CREEMENT is made the severrteenth dayof Novenrber20l4 lrr,t-r'wEriN: fl) (l) 'tllE MINISTRY OF TRANSPORT AND AYIATION, rvhose oIfice is at 7h Floor, Youyi lluilding, Brookfields, Freetowu, Republic of Sierra Leone (hereinafter referred to as "MTA"); NNI) WIISTMINSTER FACILITIES MANAGEMENT LIMITED a company registered in l:ttglaud whose registered nurnber is 05135771 and whose legistered office is at Westlninster llousc, Blacklocks Hill, Banbury, Oxfordshire, OXlT 2BS lnd its subsidiary companies (hcreinafter referred to as "WFM"); WI I I]IT EAS: )(.
(tr) (c) (l)) (li) It is the policy of the MTA of the Republic of Sierra l,eone to optin]ise the use of the Terminals lrnd to procure Ferry Services are performed, for the more convenient use of the Freetown Irrtemational Airport currently situate at Lungi for the benellt of the people of the Republic of Sierra kone and their visitors.

'l he Airport Transfer Unit (hereinafter referred to as "ATU") is the unit within the MTA responsible for the Terminals and in this Ageement the ATU acts for the MTA.
WFM has agreed with ATU to take responsibility for the operation of the Terminals and ATU lr:s agreed with WFM to grant the Terminals Concession to wFM on the terms set out in this Agreement.

ATU has agreed with WFM to grant a lease of the Tenninals to WfIvI for the pugose of this Agleement.

WFM has agreed to facilitate the Ferry Services on the terms set orrt in this Agreernent.
i I rf I t 1-l ( ,()w rr rs TIREBY AGREED AS FOLLOWS: DEFINITIONS In this Agreement the following rvords and expressions shall have the following meanings: "Fcrry Sen'iccs" ureans the ferry services to be performeC rs described in Schedule 4.

"Concession Fees" means the fees payable by WFM to ATU described in Sciredule 5.

"Terminals" means the light craft ferry terminal buildings and jetties described in Schedule 2.
"Tcrminals Lease" means the lease of the Terminals hereby granted by ATU to WFM in the Lcrms set out in Schedule I.

"Terminal Services" means the services to be performed by WFM at the Terminals set out in Schedule 3.

3 76065.30R2 t' lUt4 'f I I E'I'ORMINALS CONCESSION A'l'U hcreby grants the Lease ofthe Terminals to WFM on the tellns set out in Schedule l. A'l'U hcrcby Brants to WFM the rights and concession to use the'l-erminals on the terms and con<litions set out in this Agreement.
WI M agrees to provide the Tenninal Services.

Wl'M will pay to ATU the Concession Fees.

Wl'M shall maintain insurauce against all usual commercial risks in respect of the Terminals arrrl its operation of the Terminals in the following sums: 2.5.1 Public Liability: US$ 10,000,000 2.5.2 Product Liability: US$10,000,000 ?.5.1 Employers'Liability: US$10,000,000 WFM shall provide copies of such insurance to the ATU within thirty (30) days of a written rcqucst from the ATU.

\\'1.
\\'1.

'M shall be entitled to sub-contract any aspect of the operation of the Terminals, but shall Ictuiu direct responsibility to ATU in respect ofthe acts or omissio[s ofany sub-contractor.

\Vl'M shall be entitled to set the charges and conditions of use to any person, company or l,,iJy who mal'u'ish use the Ternrinals for any purpose b)1 sole a.:'!

'eernerrl rvith WFM ' ......- ".,,,.r...,;,1 .

,*+$ij;+r"i .v i,.,i;:.lt .

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'M shatl be entitled, at its discretion and cosl to develop and expand the T.erminals in ordor to expand and improve the operations tiithcr party may tenninate this Agreement by giving v/ritten notice to the other party ifany of tlrc following events occurs: '!.9-l the other party cornrnits a uraterial breach of this Agreernent which has not been romedied within ninety (90) days of the receipt by the other of a written notice specifring the breach and requiring its remedy; or ?..9.2 the other pamy goes into insolvent liquidation.
Il ?2 LI :,..4 () l. t, ).1 1e ?.e ) J I I I I I , OBLIGATIONS: ^TU'S ,'|.1 ATU will provide WFM with unhindered access to the Telninals at all times t.2 ,'1 .

:] ATU will ensure all electlicity, rvater and other utility serviccs conrrected to the Terminals rcmain operatiorral at all tirnes.. r[fU r.t,ill procure that the waterway between the Temrinal jetties remains accessible for cornmercial craft at all times.
4 76065r30R2 t' lL^4 I A'l U will procure that the access roads to the Temrinals rerrrair; opcrr ald accessible at rll lllrcs A'l tJ will not provide any service which competes or may compete with the Terminals or rlcvclop new ferry terminals without consultation with WFI\{ and offering WFM the first riglrt lo use, manage and operate them on the same or similar ten)rs as the terms contained in llris Agrcernent.
A t'(l will not, for a period of ten (10) years from the date of tlris Agreement, provide any lir(lrcr licences or concessiorls that compete with the services to be provided under this ABtqcrucnt in consideration ofthe investment to be made by \'/Fl'{.

/ It A'l tl will assist WFM with all required licencing certification and govenrmental procedures or rctluircments within Sierra Leone for the duration ofthe agreement.
A'l l, will provide WFM with details of all persons, companies or bodies wlto have or are rsirrg thc Terminals including any agreements that may be itt force together with fees being llrrugcd. )
A'l'll will use its best endeavours to procure that: I.rr, I WFM shall be entitled ,o ur" ,n" waterways betrveer Lurrgi aud Freetou,n and use, bcrth and operate from the Terminals; .l,t).2 IVFM shall be entitled to freely operate passenger services and ticket sales within the airport terminals and tlre ferry terminals; 1.9.1 WFM shall be entitled to operate and charge market rate for any services provided without interference from the ATU or any Govemment Minister or official; , i i I .t 1,9.4 WFM are exempt from import, corporation and other sucli taxes foi il€ftsifive: (i)+":.
''rr: '',.-;l:l-i,rl.iffi{i.. years commencing froln the date of this Agreement and tbr avoidance offoubt it is agreed that ferry craft brought into Sierra Leone under this Agreernent shall be cxempt from import duty or taxes.

4 , ) 4.2 .t ..r 5 5. r 'I'IIIi FERRY SERVICES: \Vt,'M will facilitate the Feuy Services.

WlrM will set the fees and receive all funds from ferry operators in accordance lvith this Alt urlrtent.
\vt,'M nlay terminate the Ferry Services by notice in writing to ATU in the event that the 'lcr'rrrinals Lease or this Agreement for WFM to operate the Ternrinals is terminated for any IC S(}n. ' ,lt(M: l'lris Agreement shall take effect orr the date hereof and subject always to determination as lrclcirr provided shall continue in force for a period of trr,critl-one (21) years ("lnitial I'criod").

At the end of the Initial Period the Agreement ma1, be iene,"ved by agreement ofthe prrrlics.
5 4 76065.10R2 t1,r,7t4 ( ]oN I-I I) ENTIALITY: 'l[e corrti,lcrrlial except as necessary in the performance oftheir obligations lrereunder.
l)rrrlics hereto shall at all times during the continuance of this Agreement keep its contents 1 'l.t ) 'l 7,1 I)ISPUTE RESOLUTION: ll r dispute arises out of or in connection with this Agreemelt or tl)e performance, validity or errlirrccability of it (Dispute) then except as expressly provided in this Agreement, th6 parties slrrrll follow the procedure set out in this clause: /.t.1 1.t.2 any party shall give to the other parties written notice of the Dispute (hereinafter referred to as Dispute Notic€), setting out its nature and fr.rll particulars, logether with relevant supporting documents.
On service ofthe Dispute Notice, the senior manager of WFM and the Head of ATU shall attempt in good f'aith to resolve the Dispute; if the senior manager of WFM and the Hoad of ATU are for any reason unable to resolve the Dispute within thi4y (30) days of the service of the Dispute Notice, the Dispute shall be referred to the Managing Director of \\'FM and the Minister of Transport and Aviation ofthe Republic of Sierra Leorre rvho shall attempt in good faith to resolve it.
No party may commence any arbitration proceedings under clause 9.5.2 in relation to the rvholo or part of the Dispute unless the terms of clause 7.1 lrave been irnplemented in good liritlr, provided always that the right to issue proceedings is not prejudiced by any delay (lrorcundcr.
'l hc total liability of WFM Arising under or in connection rvith this Agreement whether nrising in contract, tort (including negligence) or restitution cr fcr breach of statutory duty or I r liiroprcsentation or othenvise shall be limited to Ono H..:tdr:ed T[ou.sand UniteC Slales ...,.

thrllflrs (US$ 100,000). '


: ''''ii'ir)11';i:;"i::l:;ir''i'"'li;'i:,:i:';'' " 8 INI)EMNITY: Z lr tlrc cvent ofthe ter-nrination of the whole or any palt of this Agreetnent otherrvise than as a rc:iult ol'the insolvency or default of wFM, ATU shall indenrnify WFM against any loss irclrrding loss of profits, darnage expense or claim incurred as a result of such termination.

i I I I t.,[ l (,,, I I t j I !


(it,tNriRAL: Nol iccs - t,.l.l Any notice (o be served on any party by any other parry shall be sent by pre-paid rccorded delivery post, pre-paid airmail with proof ofdelivery or by fax, and shall be deemed to have been received by the addressee rvithin seventy-two (72) hours (in the case of pre-paid lecorded delivery post) or seven (7) days of posting (in the case of pre-paid airrnail) or trventy-four (24) hours if sent by fax to Lhe correct fax number.of the addressee.

9.
9.

I .2 Each of the parties shall notiry the other of any change of address or number rvithin lbrty-eight (48) hours of such change.

9.2 No l\rrtnership or Agency 6 /t 7606i:10R2 t7/t | /11 hrlJ, It-l6i l-- r{ l=!l rsl Iu k-i m -t k* F{ H -t H -l hil ,'*'I -.7 rr -t F t- l"l-t H IE -* E.E -l lris Agreenrent shall not opcrate to constitute any party hereto as the partner or agent of any other party.
9.3 Force Majette ln the event of a national enrcrgency, war, prohibitive governmental regulations or any other cause beyond the control of the parties which shall prevent hinder or delay any party's perfbrrnarrcc o!

tiris Agr.ccrrr,-'rrt, the time for perfonnance shall be extended by a period equivalent to thc period during rvhich performance of the obligation has been delayed or fa iled to be perfornred.
9.4 Entire Agreement Save as hereinaftcl p;o',,idcd tlris Agreement is the entire agreement between the parties hereto and the parties acknorvledge that they have not relied upon any oral or written representatior'rs nrtdc b1, cither of the other parties or their employees or agents and have made their o"r,n indepcrciclt invcstigation into all matters relevant to the Agreement and no amendments or rvaiver or any terrn shall be effective unless it is in writing and signed by or on behalfofeach of the prrlies herein.
9.5 Governing Larv and Jurisdiction 9.s.1 9.51.2 The governing larv of this Agriement shall be the substantive law ofthe Republic of S ierra Leone.

Any dispute alisiug out of or in connection with this Agreemen!

including any question regarding its existence, validity or termination, shdll be refened, in the first instance, to arbitration under the London Court of International Arbitration (LCIA) Rules, wirich r?.ulcs are deemed to be incorporated by reference into this clause.
The number ofarbitrators shall be one (l).

The seat, or leeal place, of arbitration shall be London, England.

The language to be used in the arbitral proceedings shall be English \.6 Severance Should any clause of this Agreement be rendered invalid, the provisions of the remainder of this Agreement shall uot be affected.
In such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions ofthe panies particularly regarding the economic effect ofsuch clause.

\.7 Counterparts 9.7 .t This agreenrcnt may be executed in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one countert)ar1.
9.7.2 Each counterpart- rvhen executed, shall be an original, but all counterparts shall together constitute one and the same instrument.

t).ll Amendment 7 76065.30R2 t7^ Vt4 E!triE e-*'!

|'L,L1 E-:1 EH l, Jl HFI EI -w[ BT M ffiq ffi ErtTH ^p{ ) rll F{l -El -F{ -pt -Ft -@il r.'o variation trf this Agreement shall be effective unless it is made in writing, refers specifically to tlris Agreement and is signed by all parties.
9.9 Third Partv Rights No person \fio is not party to this Agreement shall have any right to enforce any term of this Agleenlcnt.

9.10 Costs Each parry shall pay its orvn costs and expenses in relation to the negotiation, preparation, execution and irnplenrentation of this Agreement.

9.1 I Anti-Bribery and Anti-Corruption Each party rvill conrply rvith all applicable la\\,s, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the (English).
Bribery Act 2010 and the Sierra Lcone Anti Com:ption Act 2008.

SIGNED l dilector lbr and on behriL'o thc ivithin-namcd MTA ln the presence of: i*t,^* /<+B/4 /r' /< aLl (<4 SIGNED by a director for and on behalfof thc rvithin-named WFM In tlre presence of: N^l,rL A(r"n_ !\,,r,.-. )
) ) ) (tull name) (address) (occupation) (signature) ) ) ) (full name) (address) (occupation) (signature) E 76065.30R2 t1tlvt4 SCHEDULE I - LEASE OF TERMINALS .\ ( ; t( t,:1,:l) ' ,ll{MS lN'l l:lu,IIETATIoN Wolrls und expression used in this Lease have the meaning given to them in the Agreement rrrrrl rur l'rrllows: I I l,r.lirrilions 'l'r'rrrr rucans a tenn of years beginning on, and including the date of the Agreement and orrrlirrg on, and including twerfy-one (21) years.
I ) lrrrurcrl l{isks means fire, explosion, lightning, earthquake, storm, flood, bursting and ovorlhwiug of water tanks, apparatus or pipes, escape of water or oil, damage to underground wrtor, oil or gas pipes or electricity wires or cables, subsidence, ground slip, heave, impact by rlrcrlll und articles dropped from them, impact by vehicles, riot, civil commotion, malicious rllrrrugc und any other risks which the Tenant reasonably decides to insure against from time Iu Ilrnc.

l,l nrlkrrtl means ATU.


l'rrrrrrlltc.l Usc means as a ferry terminal with associated offices, shops and other ancillary ta0r.

lrrllltft'lY lllcans: .-..._.-r:-..., :.

:, .

,, ,.., l,) nll Scrvice Media within and exclusively serving the Terminals.

u) nll l-andlord's fixtures and fittings in the Terminals (ifany).

(l) s) l lrry tdditional areas surrounding the buildings that are reasonably required for oxptnsion; and ull udditions and improvements to any ofthe above whenever made.
llortl rrrcrrrrs the Concession Fees.

llr,rorvrtkrrrs rneans all of tlie rights excepted, reserved and grarrted to the Landlord by this l,trrtcr'.

lllghlr rrrclrrs the rights granted by the Landlord to the Tenant in clause 3 .\r,rvltr Mcrlia means all media for the supply or removal of heat, smoke, electricity, gas, \vrtcr', rcwirglc, air-conditioning, energy, telecommunications, television, data and all other rt'r vh,:cr rrrd utilities and all structures, machinery and equipment ancillary to those media.
l rrrurr( rrrcarrs \Ytr'M.

9 lV 76065.30R2 t1/u^4 r\ rcfcrence to this Lease, except a reference to tlre date of tiris Lease or to the grant of this l.c:rsc, is a reference to this deed and any deed, Iicence, consent, or other instrument 5upplcmental to it.

A rcl'crence to the Landlord includes a reference to the person entitled to the immediate rcvcrsion to this Leise.

A reference to the Tenant includes a reference to the Tenanfs nrulugcment, successors in title and assigns.
llrrlcss the context otherwise requires, references to the Property are to the whole and any plrt ol' it.

tl t.r A relcrcnce to writing or rvritten excludes e-mail ,t (,; AN't' 'l [o t,tndlord lets the Property with full title guarantee to thc 'l'erranl for tlte Pennitted Use for llro'l'cnn.

lhc grunt is made together with the Rights set out in clause 3 'I ho grant is mado in consideration of the Tenant paying to the Landlord the sums referred to lrr llris Agreement.
'l hc 'lcrrarrt shall be entitled to terminate this Lease rvithout liability by written notice to the l.rrrr.lkrrd in the event that the Agreement is terminated for any reason.

,I'III,] I{IGIITS 'l'ho riglrt to use or the Landlord will procue the right to use all roadways, access ways or olLcl r'r:lcvant areas with or rvithout vehicl€s for itseif, its patrons apd tinyl(ggs ,forthe ,:...::;:;:..;:::.:.:..

Itorrnittcd Usetof the Property.


'l lro riglrt to rrse all waterways connecting the Property to the \\,aterway.

t 'l hc t.iglrt to use all services to the Property and ifnecessary make new connections or bring in trorv ucrvice supplies to connect into the Property.

,I'IiNANT COVENANTS ).1 ) I ') .l .t.

ll t,: l1 ,l 'l'lrc'l'crrant covenants with the Landlord to observe and perform the eovenants as follows 4,1 lk nI 'lir prry (he Rent to the Landlord in accordance witlr Schedule 5 ofthe Agreement.
4) I ntrt rtr rrcc lrr cllcct and maintain insurance of the Property (lvith reputable insurers) at its own cost.

Srrr'lr irrsrrrance shall be against loss or damage caused by any of the Insured Risks for the full l( c iIslrrtcnrcnt Cost subject to: .l ,l.l trry reasonable exclusions, limitations, conditions or excesses that may be imposed by tlre insurer; and ).2 insurance being available on reasonable terms.
I l0 76055.30R2 tTt /L4 I I (, I i 4.3 Utilitics To pa1' all costs in corr:ecticn rvith the supply and removal of electricity, gas, water, sewage, te lcconrruunications, data and other services and utilities to or from the Property.

4.4 Altcrations The Tenant is permitted to rnake any reasonable alterations to the Property.

4.5 Rcpair and Dccoratiorr To keep the Property in good repair and condition throughout the term.
4.6 Rcturning the Propcrty to the Landlord At the end of the term to return the Property to the Landlord in good repair, condition and decoration and in accordance rvith the Tenant covenants of this Lease and for the avoidance of doubt will not be required to remove any alterations.
5 LANDLORD COVBNANTS The Landlord covenants with the Tenant to observe and perform the covenants as follows: 5.t Quiet Enjoyment The Landlord covenants with the Tenant, that, so long as the Tenant pays the rents reserved l.r* arrd corlrrlies $'ith its obligations in this Lease, dre.Tenaq!

".9h"qll h.ayg..quiet 9"ni._oJ.4_94Lg.f ... lirc Properly s,itlrout any intemrption by the Landlord br ariy'iiei3on claim:itif "uha6irUie: ' Landlord except as otherwise permitted by this Lease.
i 5.2 Services Tlre Landlord covenants with the Tenant to provide all reasonable services and utilities to the Property including electricity, water, services that can be used for its Permitted Use, 5.3 Access If not already available the Landlord covenants to procure all reasonable access to the Property for the Tenant, its customers and invitees.

5.4 Non-competition The Landlord covenants not to compete with the Tenart's Permitted Use of the Property or allorv alry third par ty to cornpete.
6 GENERAL Clauses 5, 7, 8 and 9 ofthe Agreement shall apply to this Lease.

II v 4 76065.30R2 1'1/|1n4 i i i ril I t- I I t- I I I l I I I I I I I r,rlii..l argrin Terminal (Airport Side of estuary) SCHEDULE 2 - TERMINALS t,r,.r'rrrsnt Wharf Terminal & Kissy Terminal (Both Freetown side of estuary) t,rrrtt,trcfil ll/harf Terminal - Ttso store!

Building & Jett!

.

)- Cround Floor .

Ticketing and lnformation Hall .

Two (2) Offices for Operators .

Four (4) storage holding areas for luggage .


Loungenvaiting area .

One (1) Technical room .

Tkee (3) sets ofrest rooms (One (l) for the disabled) .

Car Parking lot i First Floor i Four (4) offices for Operators .

VIP Lounge with en-suite rest room .

Lounge/Waiting Area .

Cafe/SnacksRestaurant .

Two (2) sets ofrest rooms .

Outside balcony area ).

Jctty .

.


l{oofed walk-way over thejetty l'ontoons for two (2) boat landings at a time ttt.1' 'llnuluul - Te rninal Buiklittg & Jetty ;- (;rrrrr d FIoor 'l'icketing and Information Hall lbur (4) Offices for Operators .

.

.

StafI rest area .

o Vll, Lounge .

Outdoor grassed area for Cafe/Snacks Restaurant lrivc (5) rest roorns !

Jotly .

.
Jotly .

.

ltoofed walk-way over the jetty Irontoon for two (2) boat landings at a time nyl 'thryrln .7'cntinal - Terninol Buikling & Jetty ), 0rorrrrtl l:loor 'l ickcting and lnformation Hall l;uur (4) Oftices for Operators lirur (,1) srorage bays .

.

r .

Sl$ll'rcst area r l(cst r<lonr r t )rrc ( l) rnini shop .

Vll' l,ounge with en-suite toilet .

.


,k.l t| ; ( )ul(loor grassed area for Caf€y'Snacks Restaurant ('rrr l,ark ing lot l(rxrl'cd rvalk-rvay over the jetty lrvrr (2) Pontoon for four boats landings at atime .

t2 76065.30R) t'tAvt4 E-{ rslE E:,-8,, E:+:a E= F= r-:dr-t i'nrl 'l "-1 e leq E=l E4 HE= g ee .H GrrJ e -t= 4 es ei E{ ...:?

.E Ei r-l!!
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'q iE SCIIEI)UI.O J _'TEITMINAL SERYICES WFM will naintain the Ternrinals and associated jetties in good working order WFM rvill provide the investment and expertise to expand and enhance the Terminals and associated jetties as reqLrired in order to develop the services and cater for expanding passenger numbers WFM rvill be responsible payment of utility services (electricity, water etc.)
WFM will be responsible for promoting and marketing the Terminals to raise awareness and encourage use and grou'th of the facilities by local and international visitors.

\\/FIr'I r.vill operate and nlanr-qc tllc Terrlinals in a professional and efficient manner and.remain open du rirrg all fer'ry,scrviccs tinres.

WFM rvill operate an efficient timetable to ensure ferries using the facility can be accommodated and passengers embarked and disembarked quickly and efiiciently.
WFM rvill operate the service so as to enhance the passenger experience of visitors travelling to and from Sierra Leone via the airport.

WFM rvill provide ancillary customer services (refreshments etc.)

as deemed appropriate.

The panics will work together to endeavour to establish an additional terminal at a location nearer to the hotels as rvell as any otlrer location that the Darties consider would be benefi9!-alq4d;c.-ornmerciatty,'viiib-let:: - ,.
{;1 ( 4 ll A 76065.30R2 t1nUt4 € SCHEDULE 4 - FERRY SER}'ICES WFM endeavour to ensure ferry operators provide a range of high quality ferry craft to transport passengers professionally and efficiently between the Terminals in order to create a co-ordinated and integrated transport system and to enable sale and eflicient transfer of passengers to and from the air-pon to tlrc nrainland WFM will endcavour to procure that the first craft for operations are deployed as soon as it is able to do so following signing of this Agreement and will look to expand operations with various size craft, subject to demand, to include VIP vessels for Presidential and VIP use WFM will endcavour to co-ordinate the ferry services with airline schedules I*/FM will cndcavour to ensure ferry companies only use experienced captains and maintenance staff to ensure a profcssional and reliable service WFM rvill llc rcsporrsible for collecting all agreed fees for Ferry Services o'WFM will bc rcsporrsible for promotion and marketing of the feny service both within Siera lrone and internationally irr ordcr to maximise operations.
WFM will liuisc witlr airlines and hotels to provide an integrated travel anangement and ease of booking.

!\rFM may cxparrd its activities to include creating a water t&\i service around Freetown and to provide passenger scrviccs lo otlrcr locations within Siena Leone and to neighbour-ing countries.
C l4 I A 7606530R2 t7llLll( SCHEDULE 5 - THE CONCESSION FEES WFM will pay a monthly concession fee of five per cent (5%) of the net ticket price excluding taxes for each passenger using the Ferry Service via the Terminals for ferry crossings.
For example: 50,000 passengers per annum at $40 per passenger = concession fee of $ 100,000 per annum 250,000 passcngers per annum at $40 per passenger : concession fee of $500,000 per annum Within ll fteen (15) days from the end of each month WFM witl provide ATU with a report on the nunrtrcr of passengers who have used ferries between the Terminals during the month and ATU may, at tlrcir discrcl.ion, ask for further details and inspect the records to veri$ the passenger numbers.
Wt'M will pay the Concession Fee to the ATU within thirty (30) days of agreement of passenger numbcrs [or eaclr month D In considcration of the investment and development to be made by WFM payment of the Concessron Fec rvill cournrence six (6) months after signing this Agreement lrowever should major airlines not Iravc rciutroducod nornral flight services and schedules and/or Sierra Leone is still affected by the Ebola crisis thcn this period will be extended by another six (6) nronths.
A tcviuw ol'Conccssion Fee charges rvill be undertaken every five (5) years and to be agreed between tlre plrtics.

Il thc parlics fail to agree a nerv Concession Fee then the plevious charge rvill remain in lirluc.

r) r l5 /1 ?6065.30R2 l7llllL4