Summary of contract

• Negotiation, representation, and other relevant context

  Agreement between the Chiefdom Council of Makpele Chiefdom as the lessors (Chiefdom Council) and West Africa Agriculture Number 2, a limited liability company as the lessee (Preamble). The Chiefdom Council confirms that they are legally entitled to enter into this agreement (Art. 3 (ii)). The Chiefdom Council agrees to lease 30,700 hectares of land to West Africa Agriculture Number 2 for 50 years (Art. 1, Schedule). The agreement is renewable for 21 years with a further option to renew it for another 21 years, and 7 years respectively, provided that the rent for these periods shall be negotiated and agreed subject to standard commercial terms (Art. 3 (vi)). The Chiefdom Council consented in open assembly in the customary manner to this lease agreement and gave their consent to the occupation by West Africa Agriculture Number 2 of the leased land (Signature page). West Africa Agriculture Number 2 agrees to pay the Chiefdom Council’s solicitor’s fees and all costs incurred by the Chiefdom Council in the preparation of the agreement (Art. 2 (xviii)).

• Governance, implementation, dispute resolution

  West Africa Agriculture Number 2 will permit the Chiefdom Council to inspect the leased land once a year (Art. 2 (xvi)). This agreement cannot be assigned without the prior written consent of the Chiefdom Council and written approval of the Provincial Secretary provided that such consent shall not unreasonably be withheld (Art. 2 (xvii)). If West Africa Agriculture Number 2 is in arrears for 21 days or more, the Chiefdom Council may re-enter the leased land provided that West Africa Agriculture Number 2 has had a reasonable period to remedy or rectify the breach (Art. 4 (i)). Any dispute in connection with this agreement may be referred to arbitration, which is subject to the Arbitration Act of Sierra Leone (Art. 4 (vii)).

• Fiscal obligations: content

  West Africa Agriculture Number 2 will pay US$ 2.50 per hectare per year for the first 7 years of the agreement. Rent for the remaining period will be reviewed every seven years (Art. 1). West Africa Agriculture Number 2 will pay into a community development fund for the benefit of the local community at the end of every year, a royalty of 5% of its net profit provided that the annual rent payable shall not at any time exceed 5% of West Africa Agriculture Number 2’s net profit (Art. 2 (vi)). This royalty will be deposited into a communal account managed (unless otherwise agreed) by the paramount chief, members of parliament, local district councillors and 3 other chiefdom councillors; West Africa Agriculture Number 2 shall appoint 2 representatives to the management body of the community fund (Art. 2 (vii)).

• Community development obligations: Local content

  West Africa Agriculture Number 2 will use all reasonable endeavors to employ local personnel in preference to expatriates applying for the same vacancy provided that any such local person holds the required qualifications, experience, and know how (Art. 2 (viii)). West Africa Agriculture Number 2 will have the sole discretion to appoint such persons it deems necessary to carry out its projects (Art. 2 (xii)).

• Community development obligations: Infrastructure and social services

  West Africa Agriculture Number 2 will reasonably assist in providing and supporting the primary and secondary education of the direct dependents of its employees in the manner it deems fit (Art. 2 (x)). West Africa Agriculture Number 2 will use its best endeavors to provide health care, housing, sanitation and water to its employees and their direct dependents (Art. 2 (xi)).

• Environmental and social protection

  If it is necessary to move small settlements for the project, West Africa Agriculture Number 2 will consult with the Chiefdom Council and will assist in re-housing any displaced family in appropriate facilities within the locality (Art. 2 (xiii)). West Africa Agriculture Number 2 will, in consultation with the Chiefdom Council identify and demarcate traditional reserves and sacred grounds (Art. 2 (xiv)). West Africa Agriculture Number 2 will use reasonable endeavors to ensure that the project is run in an environmentally friendly manner (Art. 2 (xv)). West Africa Agriculture Number 2 will be responsible for the rehabilitation of the existing oil palm plantation on the demised land and the preparation of the land for planting and the maintenance of new plantations of crops, including but not limited to oil palm (Art. 2 (ix)).