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CONTRACT FOR SOIL INVESTIGATION_CLEAN DRAFT.docx

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CONTRACT FOR SOIL INVESTIGATION_CLEAN DRAFT.docx

  1. 1. Page 1 of 7 SUB-CONTRACT AGREEMENT No. : __________________ Date : _____________________ For SOIL INVESTIGATIONS Of BIOMASS FIRED POWER PLANT & CHIPMILL PROJECT Located at ________________________________ By and Between PT. ____________________ And PT. _______________________ JAKARTA, _______________, 2020 SUB-CONTRACT AGREEMENT
  2. 2. Page 2 of 7 This Sub-Contract Agreement For Soil Investigations of Biomass Fired Plant and Chipmill Project (hereinafter referred to as the “Agreement”) is made and entered on _____________, by and between: 1. PT. _________________, a corporation duly organized and existing under the laws of the Republic of Indonesia, having its principal place of business at ___________________, Indonesia (hereinafter referred to as the “Contractor”); and 2. PT. _________________, a corporation duly organized and existing under the laws of the Republic of Indonesia, having its principal place of business at ____________, Indonesia (hereinafter referred to as the “Sub-Contractor”). hereinafter the Contractor and the Sub-Contractor sometimes referred to herein singularly as the “Party” or collectively as the “Parties” respectively. WITNESSETH WHEREAS, the Contractor is the owner and the contractor of Biomass Fired Power Plant and Chipmill Project located at _____________________ (the “Project”). WHEREAS, the Contractor has offered and appointed the Sub-Contractor to execute and complete certain works for the Project and the Sub-Contractor has accepted the offer and appointment and therefore the Parties are desirous to implement this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein the Parties hereby agree as follows: 1. The Work The work under this Agreement shall be performed by the Sub-Contractor for the performance of the Project. 2. Scope of Works The Sub-Contractor shall perform all work items as follows: 2.1. Cone Penetration Tests (CPT’s) 2.5 tons capacity: 12 points. 2.2. Deep boring: 12 points @ 30 m depth + SPT interval 2 m + USD/DS sampling @ 2 nos (=24 nos) include laboratory testing as follows: strength test (UU), index properties, LL, PL, consolidation test and grain size analysis. 2.3. Reporting, 2 copies. 2.4. Providing tools and equipments required to performing this Agreement including mobilization and demobilization, manpower, accommodation, materials use and communication. 3. Schedule of Works The work as set forth in Article 2 of this Agreement shall be performed by the Sub- Contractor under the following schedule: 3.1. For besting and investigations work at the work location: about 40 (forty) days.
  3. 3. Page 3 of 7 3.2. For laboratory testing and report preparation: about 3 (three) weeks. (The times exclude mobilization and demobilization) 4. Sub-Contract Price and Payment 4.1. For the Scope of Works set forth in Article 2 of this Agreement, the Contractor shall pay to the Sub-Contractor the Sub-Contract Price in the amount of Rp 294,000,000,- (two hundred ninety four million Rupiah) excluding VAT 10% (ten percent) (the “Sub-Contract Price”), the breakdown of which is attached hereto. 4.2. The Sub-Contract Price shall be paid by the Contractor to the Sub-Contractor in the following manner: 4.2.1. First Payment A sum of 75% (seventy five percent) of the Sub-Contract Price shall be paid after the signing of this Agreement. The payment will be made after the Contractor has received the Sub-Contractor’s invoice and given before mobilization of crews and equipments. 4.2.2. Second Payment A sum of 20% (twenty percent) of the Sub-Contract Price shall be paid within 7 (seven) days after the Contractor has received the Sub-Contractor’s invoice and given as finishing of field Project by the Sub-Contractor. 4.2.3. Third Payment A sum of 5% (five percent) of the Sub-Contractor Price shall be paid within 7 (seven) days after the Contractor has received the Sub-Contractor’s invoice and given before the Sub-Contractor submitting the final report to the Contractor. 4.3. The Sub-Contract Price shall be made by the Contractor to the Sub-Contractor through a bank transfer mechanism to the following account: Name : Account Number : Bank : Branch : 5. Changes in the Work 5.1. The Contractor may at any time, by a Sub-Contract Change Order given to the Sub- Contractor, make changes of the Scope of Works and/or the Schedule of Works as set forth in this Agreement. 5.2. If any such change causes an increase or decrease in the cost of, or the time required for, the Sub-Contractor’s performance of any part of the work under the Agreement, whether changed or not changed by the Sub-Contract Change Order, an equitable adjustment shall be made in the Sub-Contract Price or delivery schedule, or both, and the Agreement shall accordingly be amended. 5.3. Subject to Article 5, no variation in or modification of the terms of the Agreement shall be made except by written amendment to be signed by the Parties.
  4. 4. Page 4 of 7 6. Governing Law & Settlement of Dispute 6.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Indonesia. 6.2. Any controversies, disputes, differences or claims which may arise out of or in relation to or in connection with the enforceability of the Agreement or the execution thereof, shall be amicably settled between the Contractor and the Sub-Contractor. In case no agreement is reached within 30 (thirty) days from the date any of the Parties has noticed the other of the existence of a dispute, such dispute shall be finally referred to and settled by court in South Jakarta District Court. 7. Termination of the Agreement 7.1. The Contractor may, by prior written notice of default sent to the Sub-Contractor, terminate the Agreement within 30 (thirty) days since the date of the prior written notice of default, if the Sub-Contractor failed to perform any obligations as stipulated in the Agreement. 7.2. The Sub-Contractor may, by prior written notice of default sent to the Contractor, terminate the Agreement within 30 (thirty) days since the date of the prior written notice of default, if the Contractor failed to perform any obligations as stipulated in the Agreement. 7.3. The Party to this Agreement may at any time terminate the Agreement, by giving written notice to the other Party in case the same becomes bankrupt or otherwise insolvent, provided that such termination does not prejudice or affect any right of action or remedy has accrued or will accrue thereafter to the Party hereto. 7.4. In case of termination of this Agreement, the Parties hereby waive the provisions set forth in Article 1266 of the Indonesian Civil Code with regard to the requirement of court pronouncement, decision or decree for the termination of an agreement. 8. Force Majeure 8.1. Delay in or total or partial failure of performance of either Party hereto shall not constitutes default, suspension or termination hereunder or serve to give rise to any claim for damages if the extent such delay or failure is caused by any force majeure occurrence which demonstrably could not have been reasonably foreseen before the date of Agreement and which is demonstrably beyond the reasonable control of the Party affected, and could not have been avoided by use of due care, provided that (i) such occurrence materially and directly impairs the ability of the affected Party to perform (ii) the affected Party gives fourteen (14) days written notice to the other Party of the circumstances constituting the occurrence and of the obligation or performance which is thereby delayed or prevented, and (iii) such occurrences fall within one or more of the following categories: - Acts of God; and/or - Expropriation, confiscation, requisitioning or commandeering by or compliance with any oral or written order, directive or request of any governmental authority or person purporting to act therefore under such authority; and/or
  5. 5. Page 5 of 7 - War (whether declared or not), act of foreign enemy, hostilities, acts of terrorism, rebellion, or public disorder; and/or - Explosions, fires, floods, earthquakes, or other natural calamities; and/or - Maritime disaster. 8.2. If within a reasonable time after a force majeure occurrence which caused the Contractor to suspend or delay performance of the work, the Contractor has failed to take such action as the Contractor could lawfully initiate to remove or relieve either the force majeure occurrence or its direct or indirect effects, the Owner may in its sole discretion and after written notice to the Contractor, initiate such measures, including but not limited to, the hiring of third parties, as are designed to remove or relieve such force majeure occurrence or its direct or indirect effects; and the Owner may thereafter require the Contractor to resume full or partial performance of the work. 8.3. Any force majeure delay as defined herein shall be considered an excusable delay, and neither Party shall be entitled to compensation beyond the provisions of this Contract, as a result thereof. 9. Tax All taxes arising out from this Agreement shall be borne by the Parties respectively and directly to the respective tax authorities. 10. Language & Notices 10.1. English shall be used for all documents and communication. All drawing, calculations, reports, etc., shall be in the metric system and in the English Language. 10.2. Any notice, request, and other correspondence under and in connection with the Agreement shall be sent by courier or registered air mail or by facsimile to the following addresses: To the Contractor: PT. _________________ _________________(Address) Indonesia Telephone: Facsimile: E-mail : Attn.: To the Sub-Contractor: PT. _________________ (Address) Telephone: Facsimile: E-mail : Attn.: 10.3. Notices, requests and any other correspondences will be deemed duly received on the 7th days after posting if sent by courier or registered airmail or the day of dispatch if sent by facsimile, or when successfully sent if by e-mail. 10.4. Any Party hereto may at any time change its address by notifying the other Party of the change in writing.
  6. 6. Page 6 of 7 11. Miscellaneous 11.1. Any other terms and conditions not specified in this Agreement shall be discussed mutually and agreed upon by the Parties at later stage, as the amendment to this Agreement, and the amendment, supplements, and/or alteration to the terms and conditions of the Agreement shall not become binding unless made in written form, signed by the authorized representatives of the Parties and approved by respective authorities if required. 11.2. The Parties hereto shall not assign or transfer their rights and/or obligations under this Agreement to any third party without the prior written consent of the other Party. 11.3. This Agreement constitutes the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous agreement, whether in oral or in writing, between the Parties relating to these transactions. 11.4. Any of the terms, conditions, stipulations, covenant or undertaking contained herein which are illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof an any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other terms, conditions, stipulation provisions, covenants or undertakings contained herein. 11.5. The Parties have executed this Agreement in the English language, which shall serve as the governing language of this Agreement. If requested by a Party, the Parties will sign a Bahasa Indonesia version of this Agreement. In the absence of a Bahasa Indonesia version, the Parties hereby disclaim any benefit from, or any right to cancel or declare this Agreement null and void because of, the absence of a Bahasa Indonesia version pursuant to the Indonesian Law No. 24 of 2009. PT, _________________ dan PT. _________________ telah mengambil semua langkah yang diperlukan baginya untuk memahami dan menyetujui sepenuhnya isi Perjanjian ini dan konsekuensi-konsekuensinya. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly execute and signed by their duly authorized representatives on the date and year first above written. For and behalf the Contractor For and behalf The Sub-Contractor, PT. _________________ PT. _________________
  7. 7. Page 7 of 7 ____________ _____________ Director President Director

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