Forest Management Contract Area "P." Lies within Latitudes 4°48'0'' - 5°6'0'' North of the Equator and Longitudes 8°0'0'' - 8°18'0'' West of the Greenwich meridian within Grand Cru, Maryland and River Gee counties, Southeastern Liberia.
Atlantic Resources shall conduct all operations and activities using only environmentally sound forest harvesting practices that conform to: i) the forest management guidelines, ii) The Liberia code of forest harvesting practices, and iii) internationally accepted, scientific principles and practices applicable to forest operations and timber processing. Atlantic Resources must conduct all operations and activities so as to avoid waste and loss of natural resources and to protect natural resources from damage, as well as to prevent pollution and contamination of the environment. Atlantic Resources must conduct all operations and activities so as to prevent pollution of the surrounding environment. Atlantic Resources shall comply with all requirements for watercourse protection contained in the Liberia code of forest harvesting practices. Atlantic Resources shall provide for the proper disposal of sawdust, mill, and other wastes so as to prevent pollution or contamination to the environment or to rivers, streams, and other waterways, and to prevent such wastes from becoming a nuisance or injurious to persons or property. Atlantic Resources must take all reasonable precautions to prevent pollution of air, soil, and water by its operations. Atlantic Resources must not service tractors, trucks, or other equipment where servicing is likely to result in pollution to soil or water. Atlantic Resources must furnish oil-absorbing mats under all stationary equipment or equipment being serviced to prevent leaking of petroleum-based products from contaminating soil and water resources. Atlantic Resources must remove and dispose of all contaminated soil, vegetation, debris, vehicle oil filters drained of free-flowing oil, batteries, oily rags, and waste oil resulting from use, servicing, repair, or abandonment of equipment. If Atlantic Resources's operations result in pollution to soil or water, Atlantic Resources must conduct a cleanup and restoration of the polluted site to the satisfaction of the Forestry Development Authority. If Atlantic Resources maintains storage facilities for oil or oil products in the contract area, it must take appropriate preventive measures to ensure that any spill of oil or oil products does not enter any stream or other waters. If the total oil or oil products storage exceeds 5,000 liters, Atlantic Resources shall prepare a spill prevention control and counter measures plan. Atlantic Resources must notify the Forestry Development Authority and appropriate agencies of all spills of oil, oil products, or hazardous substances on or in the vicinity of the contract area. Atlantic Resources must take whatever action may be safely accomplished to contain all spills.
Subject to the written approval of the Government, Atlantic Resources may use free of charge any water found within the contract area and any water within the public domain within 5 kilometers of the contract area as may be necessary or useful to Atlantic Resources' operations and activities under the contract; provided, however, that Atlantic Resources shall not deprive any lands, tribes, villages, towns, houses, or watering places for animals of a reasonable supply of water in so far as such water has customarily been utilized. Atlantic Resources shall also not interfere with the rights of water enjoyed by any persons under the Land and Native Right Ordinance. Atlantic Resources shall ensure that its use of water in no way results in environmental damage or creates other hazards.
The Forestry Development Authority must convene an ad hoc Contract audit committee to promptly complete an annual Contract audit including each specific and general provisions and written report in the first quarter of each fiscal year. After consultation with the appropriate agencies, Forestry Development Authority shall name up to five individuals to the Contract audit committee, including at least one representative from each of the following four organizations: Forestry Development Authority, the Ministry of Finance, the Ministry of Justice, and a civil society group not affiliated with or controlled by Atlantic.
Contract Administration Fees: Atlantic Resources shall pay the Government an annual contract administration fee as required under Section 32 of Forestry Development Authority Regulation 107-07. Annual Coupe Fees: Atlantic Resources shall pay an annual coupe inspection fee to the Government as required under Section 34 of Forestry Development Authority Regulation 107-07 (An annual coupe plan is contained in the annual operational plan). Forest Product Fees: Atlantic Resources shall pay forest product fees to the Government in the amounts and at the times established by Part IV of Forestry Development Authority Regulation 107-07.
Atlantic Resources shall pay an annual area fee as required under sections 33 of the Forestry Development Authority Regulation 107-7. For the purposes of calculating the area fee, the land subject to the contract is the adjusted area determined under section B7.11 (a) of the contract.
Before the first annual operating season, Atlantic Resources must negotiate new 5-year social agreements for the benefit of affected communities as required by part 3 of the Forestry Development Authority Regulation 105-07. Each social agreement must be reviewed by the Forestry Development Authority, which has the authority to approve or reject the agreement. Atlantic Resources must not fell any trees under the contract unless a social agreement for all affected communities is in force with respect to the area to be logged.
In the selection of employees to conduct its operations under the contract, Atlantic Resources must give preference to competent and qualified individuals living in and near the contract area, and particularly to individuals from communities benefiting from Atlantic Resources's social agreements. Atlantic Resources must not import unskilled labor from outside Liberia. Atlantic Resources must comply with all training and employment obligations required by law or regulation.
Protections or benefits for employees, dependents, or others
Safety: Atlantic Resources must follow internationally recognized, modern safety precautions in all activities, as are used elsewhere by others under comparable conditions. Atlantic Resources must also comply with all safety instructions it receives in writing from the Government. Atlantic Resources must employ temporary traffic controls in compliance with Forestry Development Authority Regulation 104-07, Section 73(b). Health: Atlantic Resources must employ internationally recognized, modern measures for the protection of general health and safety of its employees and all other persons with legal access to the contract area. Atlantic Resources must also comply with all public health instructions it receives in writing from the Government.
Right to access concession area (non-contracting parties)
Atlantic must: a) allow the public to use, free of charge, any roads constructed and/or maintained by Atlantic, provided that such use does not unduly prejudice or interfere with its operations, b) allow the public to have access over the contract area, provided that such access does not amount to encroachment and does not unduly prejudice nor interfere with its operations, and c) allow the public to use communication lines developed by Atlantic within the contract area, subject to fair compensation, provided that such use shall not unduly prejudice nor interfere with its operations.
Atlantic Resources must identify in its annual operational plan areas requiring special measures for the protection of plants, animals and cultural resources, and the special protection measures needed to protect them. Atlantic Resources must protect these areas from damage or removal during its operations. If additional areas, resources, or species are identified before or during the term of the contract, either party must promptly notify the other party in writing and Atlantic Resources must cease operations in the affected area if it is determined there is a risk of damage to such areas, resources, or species from continued operations. Atlantic Resources may not fell trees or operate wheeled or track-laying equipment in any special protection area, except on approved roads, landings, tractor roads, or skid trails. Atlantic Resources must immediately notify the Forestry Development Authority of a disturbance in any special protection area and must immediately halt operations in the vicinity of the disturbance until it is authorized to continue. Atlantic Resources shall bear costs of resource evaluation and restoration of identified sites, which restoration does not relieve it of any civil or criminal liability otherwise provided by law.
Atlantic Resources shall ensure that all infrastructure and works installed in relation to the contract comply with the Liberian code of forest harvesting practices and other applicable laws. Atlantic Resources shall design, construct, and maintain infrastructure and works in a manner that avoids unreasonable risk to safety, health, welfare, and the environment. Once Atlantic Resources has approved a completed installation, the Forestry Development Authority shall inspect the installation within 15 days, so as not to unnecessarily delay the progress of Atlantic Resource's operations. Atlantic Resources shall request approval for the construction or major maintenance of roads and buildings, any erosion control projects and any other significant land-disturbing activities it undertakes in relation to the contract. Atlantic Resources is responsible for: (i) maintaining erosion control devices for 5 years from the date of acceptance or until the contract termination date (September 16, 2024); and (ii) repairing all road damage for 3 years from the date of acceptance or until the contract termination date. Until Atlantic Resources gains Forestry Development Authority's acceptance for any infrastructure or work following the inspection, Atlantic Resources remains liable for repair or compensation of the work, regardless of the time elapsed.
All infrastructures revert to the Government upon termination of the contract. Atlantic must leave such facilities in a maintained and safe running order.
Use of Public Lands Outside Contract Area: Atlantic Resources may not use public land outside the contract area, unless Atlantic Resources has express, written permission from the Forestry Development Authority to do so. Before requesting permission, Atlantic Resources must consult with all potentially affected communities that are party to social agreements with Atlantic Resources. Atlantic Resources must make a written record of the time, place, and general content of these consultations. Atlantic Resources's requests to the Forestry Development Authority to use such public lands must be in writing. For convenience, Atlantic Resources may make such requests in its annual operational plan. If made in this manner, these requests may be expressly and clearly identified as requests to use public land outside the contract area. The Forestry Development Authority shall approve or deny such requests as part of its review of the annual operational plan, and may deny the request while approving the remainder of the plan. The Forestry Development Authority shall not unreasonably deny permission to use such land. The Forestry Development Authority and Atlantic Resources shall negotiate the terms and conditions under which an easement or other use rights may be exercised. If Atlantic Resources occupies lands, the terms shall include payment of area fees and an amount for land rental at the land rental bid rate. The right to use such land does not extend to the right to harvest timber, unless the timber is taken to clear land for a right-of-way or yarding area. Use of Private Lands: Atlantic Resources may use private land with the express, written permission of the land owner. If Atlantic Resources is unable to obtain the permission of the land owner for such use, then use is limited to rights of way, and any compensation is governed by chapter 11 of the National Forestry Reform Law of 2006 and Forestry Development Authority Regulation 110-07. With or without permission of the land owner: i) Atlantic Resources shall not seek any use, lease, right-of-way, or easement that substantially interferes with the operations of another previously issued forest management contract or timber sale contract; and ii) Atlantic Resources shall not interfere with any good faith exercise of third-party rights to timber or forest products, including customary rights, without permission of the third party.
At least 90 days before the first annual operating season, Atlantic Resources must submit to the Forestry Development Authority a forest management plan covering the entire term of the contract and looking far enough into the future to demonstrate that Atlantic Resources' proposed management activities during the contract term will be sustainable. Atlantic Resources must ensure that the forest management plan conforms with Forestry Development Authority's guidelines for forest management planning and the Liberia code of forest harvesting practices, and also with the requirements of Forestry Development Authority Regulation 105-09, section 51. The forest management plan must include the following: i) a strategic forest management plan covering the entire term of the contract, ii) A 5-Year forest management plan, as described in section B6.15 of the contract, iii) a copy of any environmental impact study required by law, and iv) the business plan required by section B3.13 of the contract. If by law the environmental impact study requires EPA approval, Atlantic Resources must submit evidence of EPA's approval. The Forestry Development Authority shall review, and then approve or reject the forest management plan as provided by Forestry Development Authority Regulation 105-07, section 36. As part of its forest management plan, Atlantic Resources must include an up-to-date business plan demonstrating, to the Forestry Development Authority's satisfaction, that Atlantic Resources has the technical and financial capacity to manage the contract area sustainably. The business plan must conform to Forestry Development Authority's guidelines for forest management planning.
Atlantic Resources must never use private security guards armed with firearms, machetes or other life-threatening weapons. Atlantic Resources must not use or threaten force on persons or property except in self-defense or defense of another. Atlantic Resources must report to the Forestry Development Authority all incidents where Atlantic Resources or its agents used or threatened force or had force used or threaten against them within 24 hours of the incident. The Government and Atlantic Resources must take reasonable, good-faith efforts to cooperate with each other in protecting life and property and keeping the peace. Atlantic Resources must also use all reasonable means to prevent the encroachment by unauthorized persons into the contract area and to prevent damage to the rights and property of the Government and third parties. Atlantic Resources must cooperate with the owners of any underground or overhead utility lines in their removal and/or rearrangement in order that these operations may progress in a reasonable manner, utility duplication or rearrangement work may be reduced to a minimum, and services shall not be unnecessarily interrupted. In the event of interruption to utility services because of accidental breakage or as a result of lines being exposed or unsupported, Atlantic Resources must promptly notify the owner and shall cooperate with that owner in the restoration of service until the service is restored. Atlantic Resources must not conduct blasting or other dangerous operations within 750 meters of any public works, permanent building, village, or inhabited structure without written consent of the Forestry Development Authority and subject to such conditions as the Forestry Development Authority may impose.
Atlantic Resources shall install a sawmill for the value of US$ 2.2 million within 3 years from the contract effective Date). Plywood Mill/Vineer US$ 20 million
Atlantic may not assign or transfer the Contract or any interests, rights, privileges, or obligations under it, without the prior written approval from the Government by and through the Ministry of Justice, Ministry of Finance, and the Forestry Development Authority. The Forestry Development Authority must not consent to any assignment or transfer of the Contract, except in compliance with the requirements of Forestry Development Authority Regulation 104-07, Section 71.
In the case of a material breach by Atlantic, the Forest Development Authority shall give written Atlantic notice to suspect all operation, specify the particular breach and require Atlantic to remedy the breach within 90 days and pay any compensation due to the Government. If Atlantic fails to suspend operations, the Forest Development Authority must obtain a court order do so and to terminate the Contract with immediate effect. If Atlantic suspends operations, but fails to remedy the breach within 90 days or such extended time as is allowed, the Forest Development Authority may terminate the Contract. The Forest Development Authority may not terminate the Contract if Atlantic: i) disputes the breach and ii) it has, within 90 days or such extended time as is allowed, referred the dispute to the Forest Development Authority for decision and has thereafter diligently prosecuted its claim. Upon termination by the Forest Development Authority, every right of Atlantic will cease and Atlantic will be liable for damages or any other obligations to the Government under the Contract. In addition to any outstanding damages and Contract obligations, the Forestry Development Authority must charge Atlantic liquidated damages due to termination equivalent to total Land Rental Bid Fees for 1 year, which is the estimated time necessary to re-offer and sell the Contract.
A force majeure is defined as being any cause beyond the reasonable control of the parties and which the parties could not foresee and/or reasonably provide against that prevents the parties from wholly or partially performing any respective duties under the Contract for 15 consecutive days or more. Failure on the part of Atlantic or the Government to fulfill any of the terms and conditions of the Contract, other than Atlantic's obligations to make payments of money that accrued before the commencement of the force majeure, are not a breach of the Contract by either party insofar as such failure arose by force majeure. If a force majeure causes a delay in Atlantic’s performance of the Contract, the period of such delay shall be added to the periods fixed by the Contract. A party affected by a force majeure must give written notice to the other party of the obligations affected and the reasons for failure within 30 days after the occurrence. Following a force majeure, the party whose performance was affected by the force majeure must take all reasonable steps within its power to make good and resume, with the least possible delay, compliance with its contractual obligations.
Atlantic must at all times indemnify and hold the Government and its officers and agents harmless from all claims and liabilities for the death of or injury to persons, and for damage to property, from any cause whatsoever arising out of Atlantic's operations or activities hereunder or as a result of Atlantic's failure to comply with any law or regulation. Atlantic acknowledges that in the event of any damage, injury, or loss caused by the acts or omissions of Atlantic's agents, Atlantic is liable for the damage, injury or loss to the extent provided by the laws of Liberia.
Annual Reports: Atlantic must, within 90 days of completing operations under each annual operational plan, provide to Forestry Development Authority and the Ministry of Finance a written activity report that describes the previous year's operations, including the following: i) Identification of each harvesting block with a full description of the timber produced and the number, volume, and quality of trees per species felled, ii) A description of the differences between planned and actual silvicultural, logging, and processing activities, boundary clearing and infrastructure maintenance activities, community-based activities, monitoring and enforcement activities, and environmental mitigation activities, and iii) Any other information reasonably requested by Forestry Development Authority. At the same time, Atlantic must also provide to Forestry Development Authority a written security report that lists the number and type of illegal trespasses and timber thefts detected in the Contract Area during the previous year, along with strategies for improving security. Other Reporting Requirements: Atlantic must keep the contracting officer fully and regularly informed as to Atlantic's operations and any other activities related to this Contract. Atlantic must also comply with the Revenue and Finance Law concerning reporting related to taxes and fees. Upon written request by Forestry Development Authority, Atlantic must provide all documents required by Authority to determine Atlantic's compliance with monetary obligations. Upon written request by the Forest Development Authority, Atlantic must also provide all other information of whatever kind that the Government or its agents may request to fully evaluate Atlantic's compliance with this Contract and all legal requirements related to Atlantic's operations.