Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, 2021

Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 1 GOVERNMENT NOTICE NO. 397 published on 21/5/2021 THE WILDLIFE CONSERVATION ACT, (CAP. 283) REGULATIONS (Made under section 121(a) and (f)) THE WILDLIFE CONSERVATION (SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS) REGULATIONS, 2021 ARRANGEMENT OF REGULATIONS Regulation Title PART I PRELIMINARY PROVISIONS 1. Citation. 2. Interpretation. PART II DESIGNATION OF SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS 3. Designation of Special Wildlife Concession Areas. 4. General Management Plan or Resource Management Zone Plan. 5. Criteria for designation of Wildlife Investment Concession Area. 6. Feasibility study for purposes of designation of concession areas. PART III MANAGEMENT OF SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS 7. Responsibilities of Conservation Commissioner. 8. Procurement of investors for Special Wildlife Investment Areas. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 2 PART IV APPLICATIONS AND APPROVALS OF INVESTMENTS IN SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS (a) Eligibility requirements 9. General eligibility requirements. (b) Application and approvals of applications through solicited proposal 10. Invitation of concession applications through solicited proposals. 11. Mode of application for a concession through solicited proposals. 12. Contents of applications for a concession through solicited proposals. 13. Assessment and notification of receipt. 14. Contents of Business Plan. 15. Detailed assessment and conduct of due diligence. 16. Approval of applications by the Board. (c) Application and approvals of applications through unsolicited proposal 17. Additional eligibility requirements for unsolicited proposals. 18. Application for concession through unsolicited proposals. 19. Assessment of pre-feasibility study and preparation of feasibility study. 20. Obligations, liabilities and confidentiality. 21. Assessment of feasibility study and conduct of due diligence. 22. Approval of applications by the Board. 23. Approval by the Minister. PART V NEGOTIATIONS AND AWARD OF CONCESSION 24. Negotiations’ parameters. 25. Negotiation team. 26. Approval of negotiation plan by Board. 27. Report of Negotiation team. 28. Award of Concession. 29. Performance security. 30. Acceptance of award and entry into force of concession contract. 31. Grant of concession to next ranked concession applicant. 32. Integrity pledge. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 3 33. Tenure of a concession contract. 34. Review of a concession contract. PART VI FEES, TRANSFERS, CANCELLATION OF USER RIGHT AND OTHER CONDITIONS RELATING TO CONCESSIONS 35. Fees and charges. 36. Benefit of the people. 37. Guarantee of returns. 38. Retention of earnings. 39. Local content requirements. 40. Conditions for transfer of concessions user right. 41. Cancellation of user right of grant of concessions. PART VII MISCELLANEOUS PROVISIONS 42. Appeals. 43. Special Concession Area Investment Guidelines. 44. Revocation. SCHEDULES Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 4 THE WILDLIFE CONSERVATION ACT, (CAP. 283) REGULATIONS (Made under section 121(a) and (f)) THE WILDLIFE CONSERVATION (SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS) REGULATIONS, 2021 PART I PRELIMINARY PROVISIONS Citation 1. These Regulations may be cited as the Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, 2021. Interpretation Cap. 283 2. In these Regulations, unless the context otherwise requires “Act” means the Wildlife Conservation Act; “Authority” means the Tanzania Wildlife Management Authority; “Board” means the Board of Directors of Tanzania Wildlife Management Authority; “concession” means a user right granted to a concessionaire through a concession contract; “concessionaire” means an individual, corporation, or other legally recognized entity that holds a Concession Contract; “concession contract” means a written agreement between the Authority and a concessionaire entered in accordance with these Regulations; “conservation Commissioner means the Conservation Commissioner of the Tanzania Wildlife Management Authority; “General Management Plan” means a tool that provides for guidance in managing development activities within a protected area; “letter of award” means a written confirmation that a concessionaire has been successful and will be Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 5 awarded a concession contract; “performance security” means a guarantee or a bond from a prospective concessionaire bank or an Insurance Company, which is provided by the prospective concessionaire to the Authority for compensation of any loss resulting from the prospective concessionaire’s failure to complete its obligations under the contract; “protected area” means a Game Reserve, Wetland Reserve or Game Controlled Area or other areas under Tanzania Wildlife Management Authority; “solicited proposal” means any written proposal related to investment in a Special Wildlife Concession Area which is submitted in response to a request or solicitation issued by the Authority within the context of a competitive selection procedure; “Special Wildlife Investment Concession” means a Concession Contract between the Authority and a concessionaire, where the concessionaire is granted the right to access and utilize wildlife resources in multiple tourism related activities for commercial use and assumes related substantial financial, technical and operational risks; “Special Wildlife Investment Concession Area” means an area within a Protected Area designated under regulation 3; and “unsolicited proposal” means any written proposal related to investment in the Special Wildlife Concession Area submitted to the Authority on the initiative of the applicant for the purpose of obtaining a Concession Contract. PART II DESIGNATION OF SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS Designation of Special Wildlife 3. Subject to regulation 4 and 5, the Minister may, upon recommendation of the Board, designate areas of land Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 6 Concession Areas within game reserves and game-controlled areas to be Special Wildlife Investment Concession Areas for the purposes of these Regulations. General Management Plan or resource management zone plan 4.-(1) The Authority shall ensure that an area to be designated as a Special Wildlife Investment Concession Area in terms of regulation 3 has a General Management Plan. (2) Where there is no General Management Plan for an area to be designated as a Special Wildlife Investment Concession Area, the Authority shall cause to be prepared a Resource Management Zone Plan to be used in the respective Protected Area for an interim period of two years. Criteria for designation of special Wildlife Investment Concession Area 5. The Authority shall ensure that an area to be designated as a Special Wildlife Investment Concession Area in terms of regulation 3 enables the investor to: (a) provide wider options to clients with regard to consumptive and non-consumptive activities; (b) practice innovative tourism investments and diversification; (c) be granted a concession for a period as determined under these Regulations with appropriate exit clause in the contract in case of underperformance; (d) develop and market the tourism products and be capable to maintain the quality of the protected areas; (e) use their capital to develop appropriate tourism infrastructure, enhance conservation and socio economic benefits and generate substantial revenue; and (f) utilize wildlife resources through offering sustainable multiple forms of wildlife utilization activities and develop a tourism circuit. Feasibility study for purposes of designation of concession areas 6. The Authority shall, for the purpose of determining viable solicited projects on a Special Wildlife Investment Concession Area, carry out a feasibility study. PART III Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 7 MANAGEMENT OF SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS Responsibilities of Conservation Commissioner 7-(1) The Conservation Commissioner shall undertake the following responsibilities with regards to the general management of concessions: (a) advising the Board on the investment proposals, procurement, contracts and project implementation; (b) ensuring that the projects are properly monitored and evaluated in accordance with the concession contract; (c) undertake concession planning; (d) processing applications for concessions; (e) negotiating on behalf of the Authority with the applicant on the terms, conditions and other issues of concessions; (f) gathering and reconciling all concession files; (g) conducting revenue audit of concessionaires; and (h) developing and managing the concession database. (2) The Conservation Commissioner shall, for the purpose of monitoring performance of concession areas, assess concessionaires by assigning scores on specific parameters as provided in the First Schedule to these Regulations. Procurement of investors for Special Wildlife Investment Areas 8. The Authority shall procure investors for Special Wildlife Investment Concession Areas through solicited or unsolicited proposals in the manner provided for under these Regulations. PART IV APPLICATIONS AND APPROVALS OF INVESTMENTS IN SPECIAL WILDLIFE INVESTMENT CONCESSION AREAS (a) Eligibility requirements General eligibility requirements 9. A person shall be eligible for the grant of a concession under these Regulations if (a) he meets the following capital requirements (i) in the case of a local company, the minimum investment capital is not less than Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 8 Tanzanian shillings equivalent to twenty million US dollars except that, where a local company is one hundred percent owned by Tanzanians, the minimum investment capital shall be not less than shillings equivalent to ten million US dollars; (ii) in the case of a foreign company, the minimum investment capital is not less than Tanzanian shillings equivalent to fifty million US dollars; and (b) that person is proven to have high capability to support public efforts in the conservation of wildlife resources; (c) he commits to provide security for the performance of the contract in the manner provided under regulation 29. (b) Applications and approvals of applications through solicited proposals Invitation of concession applications through solicited proposals 10.-(1) The Conservation Commissioner shall issue a public notice through (a) media publication of wide circulation; (b) electronic media; or (c) such other means as the Conservation Commissioner may deem appropriate for the purpose of reaching out to investors’ community, inviting applications for investment in designated Special Wildlife Investment Concession Areas through solicited proposals. (2) The public notice shall contain (a) an advertisement detailing: (i) the name, location and description of the Special Wildlife Investment Concession Area available for investment; (ii) the eligible applicants; (iii)a general description of information to be contained in the application; (b) information relating to fees and charges; (c) selection processes; and (d) such other information as the Authority may deem appropriate. Mode of application for a concession 11.-(1) A person who intends to invest and operate Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 9 through solicited proposals in a Special Wildlife Investment Concession Areas shall, at such date and on such specifications set out in a public notice under regulation 10, apply to the Authority for a concession. (2) An application under subregulation (1) shall be made in the manner prescribed in Form 1 as set out in the Second Schedule to these Regulations. Contents of applications for a concession through solicited proposals 12. An application under regulation 11 shall be submitted to the Conservation Commissioner together with (a) a copy of the Memorandum and Articles of Association; (b) a copy of the certificate of incorporation; (c) a copy of TIN Certificate or VAT Registration number; (d) a copy of Tax clearance certificate; (e) updated proof of financial capability; (f) an audited financial statement for the past five years in the case of an existing company; (g) a business plan in the manner provided in regulation 14; (h) proof of payment of application fee as prescribed in regulation 35; and (i) any other document or information as the Authority may require. Assessment and notification of receipt 13.-(1) The Conservation Commissioner shall, within fourteen days from the date of receipt of an application under regulation 11 (a) register receipt of the application; (b) conduct preliminary assessment of application to determine whether they comply with the requirements of these Regulations; and (c) notify the applicant in writing of receipt of the application. (2) Where the Conservation Commissioner is of the view that the application does not comply with these Regulations, he shall reject the application and notify the applicant with reasons thereof in the notification referred to under subregulation (1)(c). (3) For the purpose of subregulation (1), the date of receipt of an application shall be determined by the official endorsement of “received” seal that is stamped on all incoming mails at the Authority. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 10 Contents of business plan 14. A business plan as required under these Regulations shall contain the following: (a) background or project context; (b) market analysis; (c) economic, social and environmental impact analysis: (d) institutional arrangements; (e) the concept or overview of the development; (f) staff requirements; (g) marketing plan; (h) strategic conservation plan; (i) Financial Plan which shall contain: (i) financial investments; (ii) projections of business growth; (iii) sensitivity analysis of the likelihood and realistic nature of the projections; (iv) project capital structure; (v) cumulative cash flow; (vi) budget and contributions; and (j) annexes of detailed budget, visitor projections and financial analysis. Detailed assessment and conduct of due diligence 15.-(1) Pursuant to regulation 13, where an application satisfies the requirements of these Regulations, the Conservation Commissioner shall conduct a detailed assessment of the applications in order to ascertain whether the investment project matches the requirements of the Authority. (2) Subject to subregulation (1), the Conservation Commissioner may require additional legal, financial and environmental studies to be done by the applicant. (3) The Conservation Commissioner shall, on completion of the detailed assessment process, conduct due diligence of the applicants to (a) verify the applicant’s financial capability; (b) inquire whether the applicant has ever been convicted of any offence, whose punishment is imprisonment of a term not less than seven years, without an option of fine. (4) The Conservation Commissioner shall, upon completion of scrutiny and due diligence process under this regulation, submit a report to the Board for review and consideration. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 11 Additional eligibility requirements for unsolicited proposals 17. A person shall, in addition to the requirements under regulation 9, not be eligible to apply for concession other than through competitive process, unless he satisfies the Authority that: (a) the project has unique attributes that justify departing from a competitive process and that others could not deliver a similar project with the same value for money outcome; (b) the project is of significant size, scope and financing requirements; (c) the project has wide social economic benefits including improved services, employment and taxation; (d) the proprietor of the proposal has (i) similar values, goals and objectives as those of the Authority; (ii) a track record of engaging in sustainable tourism including engaging communities and growing local multipliers and commercial success; (e) the project shall lead to increased tourism market share and contribution to conservation and economic development, realizing conservation and economic benefits and enhancing the sustainability of conservation in Protected Areas; and (f) he commits to bear the cost of undertaking a feasibility study. Approval of applications by Board 16.-(1) The Board shall after review and consideration of the report submitted to it under regulation 15(4) (a) approve recommendations of the report; or (b) reject the recommendations of any of the proposals and refer the reports back to the Conservation Commissioner with instruction to re-evaluate or re assess the proposals or undertake any other appropriate action. (2) Where the Board approves the recommendations under subregulation (1), the provisions under Part V relating to conduct of negotiations and award of contract shall take effect. (c) Application and approvals of applications through unsolicited proposals Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 12 Applications for concession through Unsolicited proposals 18.-(1) A person who intends to invest and operate in Special Wildlife Investment Concession Areas other than that advertised through a public notice under regulation 10 shall submit to the Conservation Commissioner an application in the manner prescribed in Form 2, as set out in the Second Schedule to these Regulations. (2) An application under subregulation (1) shall be accompanied by (a) a copy of the Memorandum and Articles of Association; (b) a copy of the certificate of incorporation; (c) a copy of TIN Certificate or VAT Registration number; (d) a copy of Tax clearance certificate; (e) updated proof of financial capability; (f) an audited financial statement for the past five years in the case of an existing company; (g) proof of payment of application fee as prescribed in regulation 35; (h) a pre-feasibility study which shall, as a minimum requirement, contain; (i) information on the applicant’s ability to develop and operate the project; (ii) financial bid covering a contribution towards the concession that the applicant proposes to pay in addition to the prescribed fees and charges; (iii) information on the applicant’s legal due diligence; (iv) institutional and stakeholder’s analysis; (v) information on risk identification, allocation, quantification and mitigation measures; (vi) a statement describing how the proposal is innovative and unique, supported by evidence that the proponent is the sole provider and owner of the innovation; (vii) a statement showing how the proposed project supports the Authority’s corporate strategic plan; (viii) a statement to indicate compliance with other relevant laws and government policies; (ix) a statement showing how the project complies with empowerment of Tanzania Citizens and Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 13 Assessment of pre-feasibility study and preparation of feasibility study 19.-(1) The Conservation Commissioner shall, within twenty-one working days from the date of receipt of the application under this regulation, assess the pre-feasibility study and issue a preliminary response to the applicant as to whether the project is of interest to the Government or not. (2) The Conservation Commissioner shall notify the Board on its findings under subregulation (1). (3) A response under subregulation (1) shall, in the case of a proposal which is of interest to the Government, require the applicant within three months to submit to the Authority (a) a feasibility study; (b) a business plan in the manner provided in regulation 14; and (c) any other additional information that the Authority may require. (4) A feasibility study to be submitted pursuant to this regulation shall contain (a) details regarding salient features of the proposed project; (b) explanation of the strategic and operational benefits of the proposed project in relation to its objectives; (c) description in specific terms; (d) nature of the function concerned and extent to which it may be performed by the applicant; (e) description of the concession area applied for and the types of use the area may be subjected to; (f) proposals for allocation of financial, technical and operating risks between the partners; (g) estimated costs of the project; (h) project financing model; (i) proposed partnership model, if any; (j) procurement plan; (k) project implementation and operation plan; (l) recommendation or advice on the technical and economic viability of the project or projects; (m) description of environmental and social impact corporate social responsibilities; (x) estimated project cost; (xi) an income and expenditure plan; (xii) justification of the need for the project; (xiii) commitment to undertake an environmental and social impact studies; (i) any other document or information as the Authority may require. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 14 assessments; (n) monitoring and evaluation; (o) in the case of a concessionaire who is a foreigner, submit a procurement plan of goods and services available in the United Republic; (p) append a plan on employment and training of Tanzanians and succession plan on expatriate employees in accordance with the Employment and Labour Relations Act; and (q) any other information as the Board may require. (5) Without prejudice to the provisions of subregulation (1), the Board may prepare guidelines for the preparations and management of feasibility study. Obligations, liabilities and confidentiality 20.-(1) The Authority shall not make representations of any kind or accept any obligations or liabilities through corresponding with the project proponent with regard to the proposal. (2) The proprietary information of the project proponent contained in the proposal shall remain confidential and shall not be disclosed to any interested applicant. (3) The Authority may disclose to any interested applicant information of the project proponent which is already in the public domain or which the Authority is by law required to disclose. (4) The Authority shall not be responsible for any intellectual property rights accruing to the proposal of the project proponent. Assessment of feasibility study and conduct of due diligence 21.-(1) The Conservation Commissioner shall, upon receiving requirements under regulation 19(3), conduct detailed assessment of all documents and information to identify investment projects that match the requirements of the Authority. (2) Subject to subregulation (1), the Conservation Commissioner may require additional legal, financial and environmental studies to be done by the applicant. (3) The Conservation Commissioner shall, on completion of the assessment process, conduct due diligence of the applicants to (a) verify the applicant’s financial capability; (b) inquire on whether the applicant has ever been convicted of any offence, whose punishment is imprisonment of a term not less than seven Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 15 years, without an option of fine. (4) The Conservation Commissioner shall, upon completion of assessment and due diligence process under this regulation, submit a report to the Board for review and consideration. Approval of applications by Board 22.-(1) The Board shall after review and consideration of the report submitted to it under regulation 21(4) (c) approve recommendations of the report; or (d) reject the recommendations of any of the proposals and refer the reports back to the Conservation Commissioner with instruction to re-evaluate the proposals or undertake any other appropriate action. (2) Where the Board approves the recommendation under subregulation (1), the Authority shall proceed with the requirement under Part V relating to conduct of negotiations and award of contract. (3) Where an area for which unsolicited application is made is not designated as Special Wildlife Investment Concession Area, the Authority shall submit the recommendations to the Minister for designation. Approval by Minister 23.-(1) The Minister shall, within fourteen days of receipt of recommendations under regulation 22(3), approve or reject the recommendations. (2) Where the Minister approves the recommendation under subregulation (1), he shall subject to regulation 3, designate the area as a Special Wildlife Investment Concession Area. (3) Where the Minister has designated a Special Wildlife Investment Concession Area in terms of this regulation, the Authority shall proceed with the requirement under Part V relating to conduct of negotiations and award of contract. PART V NEGOTIATIONS AND AWARD OF CONCESSION Negotiations’ parameters 24.-(1) Negotiations with a prospective concessionaire shall not commence (a) unless the necessary approvals have been obtained in accordance with regulations 22 and 23; Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 16 (b) unless there is a negotiation plan approved in accordance with these Regulations. (2) Negotiations with a prospective concessionaire may be undertaken with respect to (a) minor alteration to the technical details of the statement of requirements; (b) minor amendment to the prescribed concession contract; (c) occupancy rate of accommodation facilities; (d) dates of implementation of contractual obligations; (e) payment arrangements; (f) mobilisation arrangements; (g) period of completion of investment undertakings; (h) recruitment and staffing arrangements; or (i) clarification of details that were not apparent or could not be finalised at the time of scrutiny or approval of applications. (3) Notwithstanding subregulation (2), negotiations shall not be conducted (a) primarily for the purpose of reducing the prescribed concession rates and charges; (b) to substantially change the specification or details of the requirement, including tasks or responsibilities of the prospective concessionaire; (c) to materially alter the terms and conditions of contract; (d) to substantially alter anything which formed a crucial or deciding factor in the evaluation of the application. (4) Notwithstanding subregulations (2) and (3), where a method of application of concession through solicited proposal is used, and only a single application is received, negotiations may relate to other areas of the application including the price offered. Negotiation team 25.-(1) The Conservation Commissioner shall appoint a negotiation team, including the chairman. (2) The number of members of the negotiation team shall depend on the value and complexity of the concession application, but shall in all cases be a minimum of five and a maximum of seven, and may include members of the Authority or different officers. (3) The negotiation team shall comprise of members who have Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 17 (a) knowledge of end-user requirements; (b) negotiation skills; (c) procurement and contracting skills; (d) economics and financial management skills; or (e) technical skills relevant to the subject of the concession application or disposal. (4) Where the required skill or experience is not available within the Authority or where there is a conflict of interest, a member of negotiation team may be sourced from outside the Authority. (5) The chairman of the negotiation team shall be responsible for: (a) arranging all negotiation meetings; (b) chairing all negotiations; (c) conducting negotiation in accordance with all legal requirements; (d) ensuring all members are aware of their responsibilities, including the need for confidentiality; (e) ensuring all members have a common understanding of the process of negotiations and objectives to be achieved; (f) ensuring members understand their own role in the negotiations and the standard approach of the team; (g) managing communications between the negotiation team and the prospective concessionaire or any other body; (h) ensuring that the negotiation team has access to necessary information; and (i) preparing the final report on the negotiation or ensuring that it is prepared. (6) The negotiation team shall prepare a negotiations plan for submission to the Board. (7) The negotiation plan shall specify the issues to be negotiated as specified in the evaluation report and the objectives to be achieved and whenever possible, quantify the objectives and set maximum and minimum negotiating parameters. Approval of negotiation plan by Board 26. The Conservation Commissioner shall submit the negotiation plan to the Board for approval. Report of 27.-(1) The negotiation team shall produce minutes of Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 18 negotiation team the meeting and obtain the prospective concessionaire’s written agreement that it is a true and accurate record of the negotiations held, and submit a report together with the minutes to the Conservation Commissioner. (2) The Conservation Commissioner shall submit the report under subregulation (1) to the Board with recommendation to (a) proceed with the allocation of a special concession area in question to the prospective concessionaire; (b) revise the negotiation objectives and hold further negotiations; or (c) terminate the negotiations and reject the prospective concessionaire. (3) Where the negotiation team recommends rejection of the prospective concessionaire, it may also, where appropriate, recommend inviting the next ranked concession applicant of the particular concession area for negotiations in the case of application for concession through solicited proposal. (4) Where the Board endorses the recommendation under subregulation (2), it shall forward the recommendation to the Minister for approval and allocation of a Special Wildlife Investment Concession Area. (5) Where the Minister approves allocation of a Special Wildlife Investment Concession Area, he shall issue a certificate as set out in the Third Schedule to these Regulations. Award of concession 28. Where a certificate of allocation is issued by the Minister in accordance with section 27(5), the Conservation Commissioner shall issue a letter of award of concession to the prospective concessionaire within which the prospective concessionaire shall be required to accept the award. Performance security 29.-(1) The Authority shall, through the letter of award, require the prospective concessionaire to submit a bond of ten percent of the minimum investment capital stipulated under regulation 9(a) to guarantee the faithful performance of the contract, and the bond shall be refunded if the concession contract is not awarded. (2) In case of a local company which is one hundred percent owned by Tanzanians, a performance bond referred to in subregulation (1) shall be five percent of the minimum investment capital. (3) The Authority shall specify in the letter of award Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 19 any requirements with respect to the issuer and the nature, form, amount and other principal terms and conditions of the required performance security. (3) The prospective concessionaire shall furnish the Authority with the performance security in the manner set out in the letter of award issued by the Authority. (4) The Authority may require the prospective concessionaire to submit the performance security in any of the following forms: (a) cash, certified cheque, cashier’s or manager’s cheque, or bank draft; (b) irrevocable letter of credit issued by a reputable commercial bank or in the case of an irrevocable letter of credit issued by a foreign bank, the letter shall be confirmed or authenticated by a reputable local bank; (c) bank guarantee confirmed by a reputable local bank or, in the case of a successful foreign applicant, bonded by a foreign bank; (d) surety bond callable upon demand issued by any reputable surety or insurance company; (e) immovable property; or (f) any other forms of security, Provided that, due diligence shall be conducted to ascertain the authenticity and accurateness of performance security by way of bank guarantee. (5) Where circumstances necessitate the amendment of the contract after signature, and such amendment is effected, the Authority shall require the prospective concessionaire to provide additional performance security to cover any cumulative increase of more than ten percent of the minimum investment capital. (6) The performance security shall be kept by the Authority until the final completion of the contract and shall be released upon the lapse of concession period if there is no claim filed against the concessionaire, contract guarantor or the surety company. Acceptance of award and entry into force of concession contract 30.-(1) Where an award is accepted by the prospective concessionaire, the Conservation Commissioner and the person whose application is accepted shall enter into a formal contract within twenty eight calendar days after fulfilling all conditions prior to the signing of contract. (2) The Authority shall, upon approval by the Board, prepare a model formal contract containing terms, conditions Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 20 and provisions set out in the application documents. (3) A concession contract between the Authority and concessionaire shall enter into force upon the signing of a formal contract. (4) Where a prospective concessionaire fails to (a) sign a written contract as required; or (b) provide any required security for the performance of the contract, the Conservation Commissioner shall, on the recommendation of the Board, select the next ranked concession applicant. Grant of concession to next ranked concession applicant 31.-(1) The Authority shall determine the next ranked concession applicant to be considered for grant of concession user right under these Regulations, provided that the applicant (a) applied for a concession; (b) meets the minimum qualification for grant of concession as set out by the Authority, and maintains such qualifications at the time of allocation; (2) For the purpose of this regulation “vacant concession” means (a) a concession user right that has not been granted by the Authority due to the inability of a qualified applicant to fulfill the obligations and requirements for the grant of a concession in accordance with these Regulations, and the failure includes the execution of an agreement with the Authority; (b) a concession declared vacant by the Minister where there is no appeal against cancellation of grant of concession under these Regulations. Integrity pledge 32. A concessionaire shall, upon being awarded a concession contract, sign an Integrity Pledge as prescribed in the Fourth Schedule to these Regulations. Tenure of a concession contract 33.-(1) A concession contract under these Regulations shall be valid for a period not exceeding thirty years as shall be determined by the Authority on the basis of the following (a) nature and type of investment; (b) cost of investment and return; and (c) such other relevant factors. (2) Upon termination or expiration of a concession contract, all immovable assets in the Special Wildlife Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 21 Investment Concession Area shall be vested in the Authority. Review of a concession contract 34.-(1) A formal concession contract may be reviewed by the Authority for the purposes of safeguarding the sustainable wellbeing of the natural resources for which the concession agreement relates. (2) For the purpose of sub regulation (1), the Authority shall have powers to re-negotiate any arrangements that seems to be prejudicial to the interest of the people of the United Republic of Tanzania by reasons of unconscionable terms. (3) Save as otherwise provided in any written law, parties to a formal concession contract may agree to review any term of the contract, provided that the interest of the Authority shall be safeguarded. PART VI FEES, TRANSFERS, CANCELLATION OF USER RIGHT AND OTHER CONDITIONS RELATING TO CONCESSIONS Fees and charges 35.-(1) The Concessionaire shall pay fees to the Authority as follows (a) an annual rental fee which shall be calculated on the basis of a progressive sliding scale from projected turnover and profit; (b) notwithstanding subregulation (1)(a), a local company which is one hundred percent owned by Tanzanians shall only pay fifty percent of the calculated annual rental fee. (c) a royalty of not less than 4% of the total investment turnover before break even and thereafter royalty of not less than 8% after break even up to completion of tenure of the concession all of which shall be payable on a monthly basis; (d) application fees at such amount as the Board may determine which shall be payable on the application date; (e) concession user right transfer application fee of Tanzanian shillings equivalent to five thousand US dollars; (f) user right transfer fee equivalent to one percent of the investment capital, which shall be payable Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 22 upon approval of the transfer. (2) Nothing in this regulation shall be construed to (a) limit the Authority from reviewing the prescribed fees and charges over time; (b) relieve a concessionaire from the obligation to pay fees and charges pursuant to any other Regulations under the Act. Benefit of people 36.-(1) The Authority shall before signing a concession contract, ensure that the interests of the people and of the United Republic are fully secured. (2) Without prejudice to the generality of subregulation (1), the Authority shall (a) make sure that all Government taxes are fully paid (b) ensure participation of Tanzanians through labour, business, technology, supply of goods and services and research capability; and (c) ensure compliances of corporate social responsibilities to the local communities. Guarantee of returns 37. The Board shall ensure that any contract or arrangement for utilization of resources in the Special Wildlife Investment Concession Areas guarantee returns into the Tanzanian economy from the earnings accrued or derived from such use. Retention of earnings 38.-(1) Any contract or arrangement for utilization of resources in the Special Wildlife Investment Concession Areas shall require that earnings from dealings be retained in the banks and financial institutions established and registered in the United Republic. (2) For the purpose of subregulation (1), it shall be unlawful to keep such earnings in banks or financial institutions outside the United Republic except where distributed profits are repatriated in accordance with the laws of Tanzania. Local content requirements 39. A concessionaire carrying out activities under the concession agreement shall ensure that local content is a component of the activities engaged in by that concessionaire. Conditions for transfer of concessions user 40-(1) A person shall not transfer a user right over a concession allocated to him, unless such person obtains prior written consent from the Minister. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 23 right (2) The transfer of a user right shall be made to an investor or applicant for concessions who was not granted due to competition. (3) The Minister shall within thirty days upon receipt of an application for transfer of a user right and proof of payment of the transfer request fee as prescribed in regulation 35, consent for the transfer of concession right: Provided that, the consent shall (a) in case of a transferee who is an investor other than a person who applied for concession, be upon obtaining advice of the Board; (b) in case the transferee who is an applicant for concession, take into consideration the provisions relating evaluation and approvals under these Regulations. (4) Upon receiving the Minister’s consent under subregulation (3), the Applicant shall: (a) pay concession transfer fees as prescribed in regulation 35; (b) submit all agreements of transferring the concessions; (c) surrender a notice of acceptance; and (d) submit proof of payment of all necessary taxes and authorization as required by other laws. (5) The Conservation Commissioner shall upon satisfying himself that the requirements of subregulation (4) have been complied with, issue a letter of award to the transferee and sign contract for the remaining tenure of the contract. (6) For the purpose of this regulation, “transfer of a concessions user right” means transfer of the concessions user right from one investor to a transferee and includes a situation where majority shares in an existing investor’s company are transferred to another person. Cancellation of user right of grant of concessions 41.-(1) Notwithstanding regulation 33, the Minister may at any time before the expiration of the tenure of a concession contract, cancel the allocation of a special concession area under these Regulations. (2) The Minister shall, before exercising his powers under subregulation (1) (a) ensure that there is sufficient evidence that a person granted a concession (i) fails to satisfy any or a combination of matters required by the Minister to take into Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 24 consideration; (ii) commits an offence under the Act or any other written law; or (iii) fails to pay necessary fees and charges to the Government in the prescribed period or any other debt due to him in relation to his special wildlife investment concession area; (iv) has transferred or sublet the user right of a special concession area without the prior consent of the Minister. (b) ensure that a person concerned is granted an opportunity to be heard in relation to his conduct warranting cancellation of the allocation of a special concession area. PART VI MISCELLANEOUS PROVISIONS Appeals 42.-(1) Any person who is aggrieved by the decision of the Authority under these Regulations may appeal to the Minister within a period of sixty days from the date of receiving the decision. (2) The Minister shall, within a period of thirty days, make a decision which shall be final. Special Concession Area Investment Guidelines 43. The Board may issue guidelines for better implementation of these Regulations. Revocation GN No. 28 of 2020 44.-(1) The Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, 2020 is hereby revoked. (2) Notwithstanding the revocation under subregulation (1), all instrument or other rights granted, made or given under the provisions of the Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, shall except in so far as they are inconsistent with the provisions of these Regulations, continue in force according to tenor thereof as if they had been granted, made or given under these Regulations. Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 25 FIRST SCHEDULE (Made under regulation 7(2)) MONITORING PERFORMANCE OF CONCESSIONAIRES SCORES PARAMETERS Paramete Relative score Weight 4 3 2 1 Ecological intergrity 10.0 Compliance of laws 7.5 Business plan (i) Conservation 3.0 (ii) Tourism 2.5 (iii) Communities 2.0 NB: Total score = Relative score X Weight SECOND SCHEDULE (Made under regulation 11(2)) SWICA FORM 1 APPLICATION PROCEDURE FOR SOLICITED PROPOSAL 1. Name of a company:. ……………………………………………………………………………………………… ………………… 2. Communication (a) Address of Principal Premises of business: ………………………………………………………………………. (b) Postal Address: ………………………………………………………………..……………………… Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 26 ……………………… (c) Telephone Number: ………………………………………………………...……………………………… ……………... (d) Fax Number: ………………………………………………………………………..……………… ………………………….. (e) E-mail address: ……………………..………………………………………………………………… ………………………. (f) Website: ………...…………….………………………………………………………………… ………………………………. (g) Exact location of any other premises (state whether owned or rented, and the nature such as office, garage, store, etc) …………………………………………………………………………………… 3. Shareholding structure Name of shareholder Citizenship Percentage of shares (a) ……………………………………… ………………………… ……………… ………… ………………………… …………………… (b) ……………………………………… ………………………… ……………… ………… ………………………… …………………… (c) ……………………………………… ………………………… ……………… ………… ………………………… …………………… (d) ……………………………………… ………………………… ……………… ……….. ………………………… …………………… 4. Company’s Directors Name of Director Profession Background (a) (b) ……………………………………… ………………….. ……………………………………………… ………………………….. (c) ……………………………………… ………………….. ……………………………………………… ………………………….. (d) ……………………………………… ………………….. ……………………………………………… ………………………….. (e) ……………………………………… ………………….. ……………………………………………… ………………………….. 5. Particulars of concession(s) applied for as per Public NoticeNumber… issued on ………………... Name of concession Location (District and Region) (a) …………………………………… ………………………….. ……………………………………………… …………………….. (b) …………………………………… ………………………….. ……………………………………………… …………………….. (c) …………………………………… …………………………. ……………………………………………… …………………….. (d) …………………………………… …………………………. ……………………………………………… …………………….. 6. Payment of application fee (Please attach relevant documents) Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 27 Name of concession Control Number Date created and amount Date paid Receipt Number (a) ……………………… ………………. ………………… ……………. …………… ……….. ……… …….. ………… ………… …… (b) ……………………… ………………. ………………… ……………. …………… ……….. ……… …….. ………… ………… …… (c) ……………………… ………………. ………………… ……………. …………… ……….. ……… …….. ………… ………… …… (d) ……………………… …………….… ………………… ……………. …………… ……….. ……… …….. ………… ………… …… 7. Please, attach all relevant documents as prescribed under Regulation 11 of the Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, 2021. 8. DECLARATION I/We hereby declare on our honour that we are not indebted by the Tanzania Wildlife Management Authority on any Government fee. The above statements are true and valid in every aspect and that this company will respect and observe the Wildlife Laws of Tanzania (The Wildlife Conservation (Special Wildlife Investment Concession Areas Regulations published on …………) Signature ………………………………………… ……. Date ……………………………………………….. Official stamp ……………………………………………….. (Made under regulation 18(1)) SWICA FORM 2 APPLICATION PROCEDURE FOR UNSOLICITED PROPOSAL 1. Name of a company:. ……………………………………………………………………………………………… ………………… 2. Communication (a) Address of Principal Premises of business: ………………………………………………………………………. (b) Postal Address: ………………………………………………………………..…………………… ………………………… (c) Telephone Number: ………………………………………………………...…………………………… ………………... (d) Fax Number: Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 28 ………………………………………………………………………..…………… …………………………….. (e) E-mail address: ……………………..……………………………………………………………… …………………………. (f) Website: ………...…………….……………………………………………………………… …………………………………. (g) Exact location of any other premises (state whether owned or rented, and the nature such as office, garage, store, etc) …………………………………………………………………………………… 3. Shareholding structure Name of shareholder Citizenship Percentage of shares (a) ………………………………… ……………………………… ……………… ………… …………………………… ………………… (b) ………………………………… ……………………………… ……………… ………… …………………………… ………………… (c) ………………………………… ……………………………… ……………… ………… …………………………… ………………… (d) ………………………………… ……………………………… ……………… ……….. …………………………… ………………… 4. Company’s Directors Name of Director Profession Background (a) …………………………………… …………………….. ……………………………………………… ………………………….. (b) …………………………………… …………………….. ……………………………………………… ………………………….. (c) …………………………………… …………………….. ……………………………………………… ………………………….. (d) …………………………………… …………………….. ……………………………………………… ………………………….. 5. Particulars of concession or wildlife area applied for as per Regulation 21 of the Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, 2021 Name of concession Location (District and Region) (a) …………………………………… ………………………….. ……………………………………………… …………………….. (b) …………………………………… ………………………….. ……………………………………………… …………………….. (c) …………………………………… …………………………. ……………………………………………… …………………….. (d) …………………………………… …………………………. ……………………………………………… …………………….. 6. Payment of application fee (Please attach relevant documents) Name of concession Control Number Date created and amount Date paid Receipt Number (a) …………………… ………………… ………… ……… …………… Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 29 …………………. ……………. ………….. …….. …………… (b) …………………… …………………. ………………… ……………. ………… ………….. ……… …….. …………… …………… (c) …………………… …………………. ………………… ……………. ………… ………….. ……… …….. …………… …………… (d) …………………… ……………….… ………………… ……………. ………… ………….. ……… …….. …………… …………… 7. Please, attach all relevant documents as prescribed under Regulation 14 of the Wildlife Conservation (Special Wildlife Investment Concession Areas) Regulations, 2021. 8. DECLARATION I/We hereby declare on our honour that we are not indebted by the Tanzania Wildlife Management Authority on any Government fee. The above statements are true and valid in every aspect and that this company will respect and observe the Wildlife Laws of Tanzania (The Wildlife Conservation (Special Wildlife Investment Concession Areas Regulations published on …………) Signature ……………………………………… ………. Date ……………………………………………….. Official stamp ……………………………………………….. THIRD SCHEDULE (Made under regulation 27(5) SPECIAL WILDLIFE INVESTMENT CONCESSION AREA ALLOCATION CERTIFICATE Place of Issue:……………………..………………………………………………………………… Date of Issue:……………………..………………………………….……………………………… Date of expiry (subject to compliance with the Wildlife Conservation Act, Cap. 283 and its Regulations)………….…………………………………………….……………… Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 30 Issued to:………………………………………………………..…………………………………… Name of company and address:………………………………………..………………………… Boundary description of the Special Wildlife Investment Concession Area: …………………………….. Special conditions attached to the allocation: (a) adhere to the provisions of the Wildlife Conservation Act, Cap. 283; (b) comply with the provisions of the Act related to consumptive and non- consumptive with regard to operation of activities; (c) to pay the required fees annually; (d) to timely pay all other fees and contributions relating to consumptive and non consumptive activities as prescribed under the law; (e) to support and conduct anti- poaching operations or any other activities that contribute to conservation of wildlife; (f) the Minister may cancel the allocation of the Special Wildlife Investment Concession Area upon occurrence of any of the events specified under Act, Cap. 283 . Given this day of , 20………… Minister for Natural Resources and Tourism FOURTH SCHEDULE (Made under regulation 32) INTERGRITY PLEDGE FOR NATIONAL AND INTERNATIONAL INVESTORS ENGAGED IN ACTIVITIES THAT RELATE TO NATURAL WEALTH AND RESOURCES IN THE UNITED REPUBLIC OF TANZANIA IN RECOGNITION of the importance of commitment and willingness by the Individuals and organizations involved in harvest and extraction of natural wealth and resources, to contribute to the elimination of corruption through ethical behavior, transparency and zero tolerance against corruption in all related dealings; IN RECOGNITION THAT business practices, corruption and other malpractices are potential impediments to sustainable economic growth and prosperity and erode public confidence in Government and their institution’s ability to serve their citizens fairly; and IN FURTHER RECOGNITION of our financial, environmental and social responsibility for the benefit of the people of the United Republic of Tanzania and the entire Nation: Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 31 I/We............................................... Pledge that, I/We will operate in good faith, transparently and in the general interest of the Tanzanian’s nation and welfare of the people of the United Republic of Tanzania to whom the natural wealth and resources belongs, and will promote integrity values, and good Governance. I/We will abide with ethical business practice and support National campaign against corruptions by not initiate, submit, solicit, receive or accept bribes or any other form of corruption in acquiring rights in lawful dealings with the natural wealth and resources I/We will ensure fair competitive practices are an integral part of the way we conduct our business including transparency in all business transactions and good corporate governance; I/We will promote transparency and efficiency at all levels within our organization and implement internal systems and controls to ensure good governance and institutionalize the values of ethics, integrity, accountability and transparency; I/We will refrain from engaging in business with parties who have demonstrated unethical business practices; I/We will have general objectives to establish and maintain a compliance programme throughout the terms of dealings in Natural Wealth and Resources that includes the following principles, Written Code of Conduct, Policies and Procedures Training and awareness in natural wealth and resources and any notification of investigation and legal proceedings; In any dealings, I/we will opt for the most environmentally-friendly technology to protect the natural environment, ecosystem water, flora and fauna so as to minimize environment impact such as destruction of the livelihood, displacement into rural household, farming activity and any irreparable distortion; I/We will ensure proper insurance cover against losses, injuries or damages to environment and to the individuals, house hold, farming activity and properties and any irreparable distortion that may be occasioned in the course of carrying natural wealth activities; I/We will support the development of an audit and certification program against corruption and participate in the implementation of tools and measures created in order to ensure transparency, efficiency, and ethical business practice; I/We agree and recognize that the clauses contained in this document are legal and ethical matters which I/We are obliged to abide by; I am/We are also aware that violation of the clauses laid down is in breach of the Natural Wealth and Resources (Permanent Sovereignty) Act, 2017 and The Natural Wealth (Review and Renegotiation of Unconscionable Terms) Act, 2017, The Prevention and Combating of Corruption Act, 2007 the Public Procurement Act, 2011the Economic and Organized Crime Control Act, (cap.200) or any other written laws and legal action may be taken for violating the stated clauses, thus; We desist from engaging in any arrangement or agreement that undermines or is in any manner prejudicial to the Nations financial and monetary systems, in particular, all earnings payments or receivables derived from or in respect of mining operations or activities shall be received in and accounted for in Tanzania; I/We will disengage in arrangement that is inconsistence with the country economic objectives Policies and Strategies; Wildlife Conservation (Special Wildlife Investment Concession Areas) GN NO. 397 (Contd.) 32 I/We will disengage in an arrangement that undermine or is otherwise prejudicial to Tanzania’s national security; I/We will disengage in any malpractices including tax evasion, double taxation, under or overpricing, transfer pricing and corruption; All that is stated hereinabove, I/We shall conscientiously ensure that my/our employees and agents comply with this Integrity Pledge and in any event of non-compliance, I/We commit ourselves to be responsible and accountable for any misconduct (s). SWORN/ AFFIRMED at………………….this………..day of…………………..20……………….. . by………………………………………………………who is the Director(s) of M/S……………….. ……………………………………………………(name of a Company/individual(s)) a holder of Natural Resources right SIGNATURE and/or SEAL OF THE COMPANY Signature: …………………………………………... Name: …………………………………………… Designation: ………………………...…………………. BEFORE ME: Signature: ……………………………………………………………... Name: ……………………………………………………………... Designation: COMMISSIONER FOR OATHS AND NOTARY PUBLIC Date: ……………………………………………………………... Dodoma I acknowledge that I have read and understand the clauses within the Integrity Pledge before signing. NAME OF THE CEO COMPANY NAME SIGNATURE DATE ……………………….. ………….....……… ......…………… ……………… COMPANY NAME SIGNATURE DATE ……………………… …………………… ………………………………… COMPANY STAMP/SEAL ……………………. ……… ……………… …………… OFFICE SIGNATURE/SEAL ………………………….. ……………………………. Dodoma, DAMAS DANIEL NDUMBARO 12th May, 2021 Minister for Natural Resources and Tourism