Professional Documents
Culture Documents
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PERTA'IIINA
Terminal Project
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21 October2016
Page 87
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PERTAT|ilNA
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ld-Own-Operate-Transfer
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21 October2016
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PERTA'YIINA
ARTICLE
21
BOOT Agreement
...55
ASSIGNMENT
23j.
23.2.
23.3.
23.4.
23.5.
23.6.
23.7.
23.8.
23.9.
23.10.
23.11.
23.12.
............60
23.13.
23.14.
23.15.
23.16.
Appendix A
Schedule A-l
Schedule A-2
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
R7
Rq
Appendix H
Appendix I
Appendix J
Appendix K
Appendix L
Schedule
127
130
SECURITY.
21 October 2016
134
136
139
......'.........'.......141
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PERTAMINA
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t l, a limited liability company duly established and organized under the laws of the Repqbllc of
lndonesia and having its principal office at [-], lndonesia (hereinafter referred to as "[SPCI') ,
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PT
"Parties".
'Part/
RECITALS
A.
WHEREAS, in order to anticipate future demand for lndonesia's liquefied petrg]e.uft gas, PERTAMINA
wishes to have infrastructure in the form of a refrigerated LPG terminal based in Jawa Timur that will be
utilized for receiving Refrigerated LPG (as defined below), loading; siogge, distribution of LPG (as
defined below) which will be distributed to eastern parts of lndonggl4iincluding Jawa Timur, Bali, Nusa
Tenggara Timur, Nusa Tenggara Barat, Kalimantan, Sulawesl Vafuty a'nd Papua;
.
B.
LPG;
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WHEREAS, the Parties understand that.{$PCl will provide the entire capacity of the Terminal for the
reception, storage and distribution ser"vi:_9stat the Terminal; and
'
D.
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WHEREAS, for the purpose referred to in RECITAII' .($) above, [SPC] has received Letter of
Appointment No. t I dated I I issued by PERTAIVIINA.W!'-,iich confirms to PERTAMINA that [SPC]
agrees to design, engineer, build, construct,, tihance, operate and maintain the Terminal (as defined
below) having a net storage capacity of 2x44,0Q0MTfor Refrigerated LPG and net storage capacity of
3x2,500MTfor Pressurized
c.
.,i.
,.1
WHEREAS, [SPC] and PERTAMINA desire to define and set forth their respective rights and obligations
with respect to the Project as hereinafter defined.
NOW, THEREFORE, in Mew of the foregoing premises and in consideration of the mutual covenants and
agreements hereinaftgl,getforth, [SPC] and PERTAMINA hereby agree as follows:
ARTICLE 1
DEF!NITIONS
1.1.
Definitions
;'
Unleo.s, the context determined otherwise, the capitalized terms used in this Agreement shall have the
f6llowing meanings:
{Accounting
Principles"
"ADD'
means accepted discharge date, a specific date which has been agreed
for loading the Refrigerated LPG at the Terminal.
"Affiliate"
means, with respect to any Party, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Party. The term "control' and
21 October20'16
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PERTAMINA
"Agreement"
"ALD'
means accepted loading date, a specific date with a range of two (2)
Days which has been agreed for loading LPG at.the PERTAMINA's
vessel, as stipulated in the supply readiness statement.
"Annual Throughput"
means 2,000,000MT
means
plan
to
"Appointed Banks"
a.
b.
c.
"BANI'
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n,l.,rtrn**g
"Arbitration Law'
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"Billing Period"
mealqs the period from the Commercial Operation Date and each
of one calendar month thereafter up to the end of the
'";ferm,
or, if this Agreement is terminated earlier in accordance with the
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"Bill of
Lading"
means
a document
issued
of
a.
[SPC] has delivered and the master of the vessel has received, the
LPG, at the Delivery Point;
b.
c.
d.
the loading date (from the time at which the pipe in the vessel
is
"Business Day"
means any Day excluding Saturday, Sunday and any Day in the Republic
of
lndonesia which
banking
"Butane"
21 October 2016
L
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PERTA'IIINA
"Capacity Charge"
means amount payable to [SPC] for fixed operation and maintenance and
all related costs of the Terminal as calculated in accordance with Section
1.3 of Appendix I hereto.
"Change in Law'
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Date:
a.
' t"
'
'j""'
t:l'
c. the modification or
d.
e.
,aohange
)
"Commercial Operation
t:
.:1.
me.aru lhe date on which the Commissioning is completed and [SPC] has
Date"
to
"Commissioning"
means testing of the entire Refrigerated LPG receiving, LPG storage and
,iidistribution facilities including any associated facilities of the Terminal to
demonstrate that the Terminal operates properly in accordance with the
Prudent Operating Practices as evidenced by the minutes of
Commissioning executed
,.:.
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by the
Parties
or their
respective
means a period running from the date of commencement of the PreCommissioning up to the Commercial Operation Date.
"Confidential
lnformation'
"Consent'
with
"Consequential Losses"
means
Agreement,
or
deferments of revenue, profit, opportunity or use, regardless of cause or
21 October 2016
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PERTA'ITINA
how arising, which are not immediately caused by the relevant act or
omission (excluding any penalty wtrich is imposed pursuant to this
Agreement), including:
a.
delay,
b.
c.
d.
"Construction
Operation Committee'
"Contract Year'
"Contractor"
means
and
"Delivery Point"
:lull'ti:,0''iiiu'tion
"Demurrage'
'nhg.?
"Demurrage Claim
Notice'
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"DisPute'
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means
contract relating
to
construction services entered into by and between [SPC] and the relevant
Contractor for the engineering, procurement and/or construction of the
Terminal, as it may be amended, modified, restated or substituted from
time to time in accordance with the terms and conditions thereof.
'r'EquitY'
"Execution Date"
21 October 2016
Page
of BOOT Agreement
l.
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PERTAMINA
"FEED'
"Financing Date"
"Financial Close"
means the date on which the initial drawdown under the Financing
Agreements occurs, which shall be no later than the date specified in
Section 2.A of Appendix B hereto.
"Financing
Agreements"
thereof.
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"Gas Supplier"
.1
to
the
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lermrnal.'
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"Governmental
Authorizations"
"Governmental
lnstrumentality"
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means-.,!-[.e govei.frnrent
31t{Sone-mment
"Guaranteed
Capacity''
"HSE'
"lDR" or
Storage
"Rupiah"
"lndepeh&nt Expert"
'llnvebtmqrt Charge"
means amount payable to compensate [SPC] for the capital costs of the
Project as calculated in accordance with Section 1.2 of Appendix I hereto.
"lnvoice"
'
"Jetty Facilities"
"JIBOR'
1
1
21 October 2016
l.
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PERTA'}IINA
a.
the average rate of one (1) month JIBOR offered when the
payment due as published at or about 10:00 lndonesia Westem
Time (Waldu lndonesia Barat (WlB)) on the relevant Day; or
b.
.KJPP'
-Laboratory'
means
means JIBOR plus two percent (2oi), wttich shall be applied to any
Rate'
overdue amount from and inclqding lhe Day on which such amount is due
and payable under this Agreement.to the day of actual payment, and shall
be calculated on the basis'of the actual number of Days elapsed and a
three hundred sxy fivq (ffi),Day year and shall accrue from Day to Day.
"Laytime"
means a time allofved for delivering the Refrigerated LPG to the Terminal
(as may,be applitable) or for lifting the LPG from the Terminal
by
"Legal Requirements'
the matter
in
":,..glrestion.
"Lender"
"LossesClaim Notice"
,$r'
means the measurement facilities of BPCI including the mass flow meter,
weighing bridge and tanks and automatic tank gauge in accordance with
the standards, methods and procedures refened to in Appendix H to this
Agreement, which shall be used to measure inter alia the volume, weight,
pressure and temperature of LPG.
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"Milestone Schedule'
"Minutes
of
Mechanical
Completion"
means the schedule for development of the Project as set out in Appendix
B hereto.
21 October2016
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PERTA}TINA
"Minutes of
Stock
Opname"
,MT'
"Nominations"
,"
't,
"NOR'
"Operation Period'
means the period starting from the Co-mmerci4|. Operation Date up to the
expiry of the Term, unless earlier.ter(tinated.in accordance with the terms
and conditions hereof.
"iir' "
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service.
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"Performance Security"
"Person"
"PERTAMINA'
has the mea4ing set out in the first paragraph of this Agreement, and its
.,
"PERTAMINA
Non-
Remediable Event'
"PERTAMINA,
,:
Remediabld Event"
"
PE RTAIVIINA's.
FaciIity"
.:
"Folftical FM"
of any
Governmental lnstrumentality
of the
Republic
of
lndonesia
(including any action or failure to act without justifiable cause by any duly
authorized agent of any such Governmental lnstrumentality), affecting
[SPC], any Contractor or the Project, and in each case in and affecting
the Republic of lndonesia, including without limitation:
a.
21 October2016
l.
,D
PERTAMINA
b.
c.
d.
any part of [SPC]'s assets or the land on which such assets are
situated (including the Site), being expropriated, nationalised,
confscated
or
subject
Governmental lnstrumentality;
e.
f.
"Pre-Commissioning'
means the testing of each unit, facility, and equipment of or relating to the
in order to
demonstrate that each facility'and equipment of the Terminal conforms to
the specification of the ,Terminql: as set out in Appendix A hereto and
"Pressurized LPG"
"Project"
"Project
Cosfl
t:
,,
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"Proj,ect Documents'
means:
a.
b.
c.
d.
e.
f.
21 October2016
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PERTAMINA
S.
agreements entered
with
dmBnded,
"Project
Development
Equity Account"
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to
accommod-ate
the
Equity
Project.
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"Propane"
"Proprietary
lnformation"
of a Person means
i;it
,r,
tii
by another Persdn wtlo can obtain economic value from its disclosure and
use, and which is the subject of Reasonable Efforts to maintain its
secrecy.
"Prudent
Operating
Practices'
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meaf.is, apy of the current practices, methods and acts which are in
agccifdance with the widely accepted intemational standard of prudence
."'app.licable'r{o the
lawfully and with Reasonable Efforts, and in so doing, and in the general
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the operation of facilities similar to the Terminal, as the case may be, that,
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'Purchase
Option
Notice'
"Receiving Point'
21 October 2016
l.
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PERTAMINA
"Refrigerated LPG'
"Remedial Notice"
"Remedial Program'
"Required Commercial
means the date specified in the Milestone Schedule as the date by which
the Commercial Operation Date is required to occur, as set out in Section
2.A of Appendix B hereto.
Operation Date'
"Reasonable Efforts"
"Sanctioned Countries'
or trade
sanctions, embargo or
.',
"Senior Debt"
"shareholder"
"shares'
hge',th
"sinking
,.,irijj
''i
Fund"
21 .3 hereof.
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"Site'
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"SKPI'
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'Appendix H hereto.
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'"' 'SOP'
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means
the
it.r.
means
for the
operation
and
21 October2016
to
nomination,
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PERTAMINA
'[sPcl'
has the meaning set out in the second paragraph of this Agreement and
its permitted successors and assigns.
"[SPCI Non-Remediable
,'"i
hereof.
,,1
Event"
'[SPCI
Remediable
..,
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Event'
::::
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to be
procured
by
[SPC].,..I1 corripliance
with
the
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"Supply Period"
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"S-Curve"
"Technical Dispute'
"Term'
has
"Terminal'
particularly
.distribution facility and its associated facilities as more
r,:r'described in Appendix A hereto, which shall be designed, constructed,
commissioned, owned, operated and maintained by [SPC].
"Terminal FM"
a.
b.
c.
d.
a
21 October2016
t-
PERTA'}IINA
combustion
hazardous properties
nuclear
component;
e.
"Termination Notice'
means the condition in which all main equipment of the Terminal relating
to the operation is out of service or shut down for a certain period for the
purpose of maintenance or repair.
"Transfer Date'
means the date on which the conditions precedent fot tht transfer of the
Project referred to in Appendix L hereto are fullfiled by [SPC], the date of
which shall occur no later than the expiry of the Terun.
"Throughput"
,.:
Frcl
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.USD'
.VLGC'
rnterpretation
1.2.
,,,,,
a.
. . ,.
,i,,;i,.
and
Schedule to this.,Agreembnt shall be deemed to form an integral and inseparable part of this
Agreement;
b.
referencest'id. ,any Party shall, where the context permits, include such Party's successors,
leOal.ffienta$yes, subcontractors and permitted assignees;
c.
lhe he4dingp ire inserted for convenience only and recitals and headings shall be ignored in
the cdns$,uition and interpretation of this Agreement;
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lt.
context requires otherwise, words importing the singular include the plural and vice
, ' ;pnidss,the
versa,
and
references to a gender, whether male or female, shall be deemed to equally be a
:,, ""
, 'tt, .reference to the other gender;
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uhereto'and words of like import refer to this
the words "herein", "hereof, "hereunder" and
',,".
particular
Article hereof;
Agreement as a whole and not to any
f.
the words "will" and "shall" are to be construed is having the same meaning and effect;
the words "include" and "including" are to be consfued is meaning 'including without limitation'
S.
d..
,1
h.
the expression "directly or indirectly' means directly or indirectly, through one or more
intermediary Persons, or through contractual or other legal arrangements, and "direct or
indirect" has a correlative meaning;
i.
any reference to a statute, law, byJaw, regulation, rule, directive, delegated legislation, order or
21 October2016
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PERTAMINA
standard (including any international technical standard (i.e. American Petroleum lnstitution)
shall refer to that statute, law, by-law, regulation, rule, directlve, delegated legislation, order or
standard applicable at the time being and is to the same as amended, modified or replaced
from time to time and to any by-law, regulation, rule, directive, delegated legislation, order or
standard made thereunder;
any reference to any agreement, deed, instrument, license, code or other document of any
description shall be construed at the particular time as a reference to that agreement,.deed,
instrument, license, code or other document as the same may then have been amended,
,,,,,
varied, supplemented, modified, suspended or novated;
,,,-
the expression "Day" or "month" means any Day or month from the first Day to thb last,Bay of
such month in the Gregorian calendar;
.:i,,
,:
indicated;
.,,,,
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the following terms used in this Agreement have the following megning:
(i)
otherwise
"negligence" means lack of due care or failure to d.q Whatiq reasonable and prudent
person would do under the circumstance$,: thp,,oq.fsion of something that a
reasonable and prudent Person, guided by '{os,g considerations that ordinarily
regulate the conduct of human beings enggged in{b similar line of work and given the
Prudent Operating Practices, would Qg, cirrdffi something that a prudent and
reasonable Person would not do;
tll,
. ,,.
"gross negligence" means oon(gc,rt:"{r'ffailure to act that is so reckless that it
demonstrates a substantial'lacft: of qgrtCern for whether an injury would result, or a
marked and flagrant departire irom,the standard of conduct of a reasonable Person
(in light of the Prudent pperating Practices) acting in the circumstances at the time of
the alleged miscorlduc((gross negligence being a higher standard than negligence);
.
(ii)
(i
:ri
ii)
conducted by thg:Operator of any of its obligations arising (i) under this Agreement, (ii)
under any oiher document prepared pursuant to this Agreement, or (iii) under any
insuranqe policyr,procured in relation to construction or operation of the Terminal; or
(b) a frauduleht or illegal act or omission conducted by [SPC] in respect of this
.Agrcement;
(iv)
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,
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,(a)
(b)
the ability of a Party to perform its obligations under this Agreement or any of
the Project Documents; or
(c)
the validity or enforceability of the rights and remedies of a Party under this
Agreement.
lf any payment is required to be made by a Party under this Agreement on a date that is not a
Business Day, such payment shall instead be required to be made on the Business Day next
following; and
Where there is any inconsistency between the main body of this Agreement and an Appendix
or a Schedule, the main body of this Agreement shall prevail except as provided for in this
Agreement.
21 October2016
t pERrArrmNA
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ARTICLE 2
THE PROJECT
2.1.
The purpose and objective of this Agreement is to set forth the rights and obligations of each of the
Parties with regard to:
a.
b.
the receiving of Refrigerated LPG, storage and distribution of LPG up to the Terminal Delivery
'., .l''''t,
maintainingtheTerminal;
Point;
',,t'
and
PERTAMINA;
in accordance with the terms and conditions of this Agreement.
c.
2.2.
',
.
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The Project
,''...,',]'
The Project comprises
a.
of:
i.,,.
: ','
the financing, designing, engineering, constructing, building, testing and commissioning of the
Terminal prior to the Commercial Operation Datq,,landigg-bsequent[ owning, maintaining and
operating the Terminal by [SPCI overthe felp'lbnd'"tlanitering the Terminalto PERTAMINA
r:r''
upon the expiry of the Term;
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acquiring and financing the Special fuilities Siie v'rtricn will be owned by PERTAMINA;
b.
,.a
:,
,:,,,,
receiving the Refrigerated LPG f;orn [the Gas Supplier or] RenlRUlNA, processing the
Refrigerated LPG, storing t{.,lp LPG and distributing the LPG to PERTAMINA, in accordance
c.
2.3.
Project
Documents
'i:--
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The Parties agree that [SPQt,ghd ensure that each of the Project Documents entered into by [SPC] is
consistent with thetttiihs of thi$Agreement.
2.4.
Terminal capaiiti$1Usali'
,r,,,1ii.,;
2.4.1
. ffoni'
-i,,
e Commercial Operation Date up to the expiry of the Term, the entire capacity of the
including the receiving, storage and delivery capacity shall be reserved for
'1;i'"'',6$y6inal,
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'1i,,,,,.4r4.2.
PERTAMINA.
'nThe
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2:4.3.
":
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2.4.4.
Terminal shall only be used to receive, storage and distribute LPG for PERTAMINA's
interest.
ISPCI shall not use the Terminal for the interest of any third party nor distribute the LPG to any
third party, during the Term.
PERTAMINA may supply Refrigerated LPG to the Terminal at any time during the Operation
Period in accordance with the terms and conditions hereof.
Code:
'l
RFP-001/T00300/2016-53
21 October2016
,8
PERTAif,INA
ARTICLE 3
THE TERM
3.1.
Effectiveness
Despite Article 3.4 hereof, the terms and conditions as setforth in Aftcles a.l(a), (b), (c), (d), (e), (p),
(q), (s) and (w); Articles 4.2(a) and (b); anO Article 4.3; 19.3.1(a); Article 20; Article 23 (other than Article
23.12) or as otherwise provided herein, shall have full force and effect on and from the Execution Date.
3.2.
The
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Tefm
3.2.1
This Agreement shall remain in full force and effect until the 20th 4nnivelpdry of the
Commercial Operation Date (the "Term') unless terminated earlier,in,accordance with
Article 20 or as may be extended in accordance with Article 3.2.2
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3.3.
hereilfi
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The Parties have set out in Appendix B a schedule for ce{1p.rtr.iB5tones in respect of the development of
the Project. [SPC] shall perform its obligations relatiqgr $.,tlp..Project (including the obligations set out in
Article 4.1 hereof), in a timely manner in accordgnce,d!..,'tff'*ibttones set out in Appendix B.
Financing
3.4.1
'\1.1"
Date
-tl'
Except for certain oblig4tions,a$"set out in Article 3.1, the Parties' obligations shall
commence on the date oh wHt'ch.i.each of the conditions precedent set out in Section 1 of
Appendix C has bqen fulfitlbd{o the satisfaction of the Parties or waived by the Parties,
as evidenced by a certificate jointly signed by the Parties, provided such conditions have
3.4.2.
.
4,1.
Date
PERTAMINA'rpay at any time waive in whole or in part and conditionally or unconditionally the
conditions preoedent set out in Section 1 of Appendix C by prior notice in writing to [SPC].
,',i , . . i
ARTICLE 4
IMPLEMENTATION OF THE PROJECT
,[SPC] Responsibilities
[SPC] shall be responsible for the following:
a.
the preparation of the Project Documents and any other agreements to be entered into by
[SPC] in connection therewith;
b.
arranging for the design, engineering, supply and construction of the Project in accordance with
the design and equipment parameters set forth in Appendix A, for the financing of the Project,
and for operation and maintenance of the Terminal, in each case in accordance with terms and
conditions hereof and applicable Legal Requirements (including applicable Legal Requirements
relating to environmental requirements), and using reasonable and prudent business judgment,
all contracts entered into by and on behalf of [SPC] providing for any of the foregoing;
21 October2016
L
,D
PERTA,TAINA
the due and proper application for, and diligent effort to obtain, all Governmental Authorizations
including SKPP, SKPI and environmental permits, all renewals thereof, and any other
Governmental Authorizations that are required in connection with the transactions
contemplated by the Project Documenb and that are required to be in [SPC]'s name and for
maintaining the validity of such Governmental Authorizations during the Term as required by
the Legal Requirements;
for the purposes of construction and operation of the Terminal, [SPC] is obligated to make an
environmental impact analysls (analisa mengenai dampak lingkungan (AMDAL)) and/or
d.
Requirements;
r.,.,
.,
the due and proper application for, and diligent effort to obtain, all Governmgntal Authorizations
required for all individuals involved in the Project on behalf of or pursuani to contiacts with
[SPC] including work permits, employment passes, dependent's passes, visas and other
related
, .'
permits,
f.
the acquisition of the land for the Site in accordance with Appendix.H.hereof;
s.
h.
ort
ensuring each cargo supplying the Refrigerated LPG to the Terminal originates from [the Gas
Supplier or'1 PERTAMINA, provided that the cargo and any transaction related to the cargo
shall not originate from or be related tOSanctieoed Countries;
during Operation Period, storaging tP.S, prOeessing Refrigerated LPG, maintaining the gas
pressure and temperature of lhg LPG-,and;;distributing the LPG to PERTAMINA in accordance
with terms and conditions heieof;
..;; ,
the provision of all reasonablerand customary measures within its control required to ensure the
protecti on
nd security.,dJhie Site;
conducting inspeclions, ies. !S, anO certification for equipment and installation of the Terminal in
compliance with thE Leggl Requirements and Prudent Operating Practices;
m.
conducting Pre'Commissioning for each unit of facilities and equipment of the Terminal and
Comrn'issionihg the entire facilities and equipment of the Terminal until the Terminal operates in
ih'iccordance with the terms and conditions hereof;
fut1
n.
9ry,.3ciw1
O. r:
,condUcting HSE in implementing the Project during the Term and conducting safety audits
periodically to improve HSE awareness for all members involved in the Prolect;
delivery to PERTAMINA with reasonable promptness (i) after the execution and delivery thereof
and in any event on or prior to the Financing Date, true and complete copies (but un-priced and
excluding Proprietary lnformation) of each of the Project Documents and other documents and
agreements specified in Section 1 of Appendix C to which PERTAMINA is not a party and (ii)
p.
the exercise (by itself and each Contractor) of all reasonable measures within the relevant
q.
party's control to develop and maintain good relations with the people in the community within
the vicinity of the Terminal that could reasonably be expected to be materially adversely
6
7
1
1
21 October2016
L
,E
PERTAMINA
affected by the implementation of the Project in order to minimize such adverse effect or impact
and in order to minimize any disruption to the implementation of the Project that might be
reasonably expected to arise as a result of such effect or impact;
r.
[SPC] shall, at all times during the Term, be obliged to preserve the environment and
prevent and cope with environmental damage and pollution resulting from the operation
and construction of the facilities of the Terminal, pursuanl to the Legal Requirements, including
controling hazardous substances (if any) by complying with all Legal Requirements;
...tt:,,
s.
Appointed Bank and in a form set out in Schedule t hereto and in favour of PERTAMINA.
[SPC] shall ensure and maintain that the Performance Security remains validrand'in full force and
effect until the earlier to occur
(i)
(ii)
(iii)
of:
_..
iir I lrl
,;i'-,
f'
'
sixty (60) Days after the date specified in the notice of terynination issued by either Party
in accordance with Article 19.3.1(a) or (b) of thisAgredreg_1f rr;,
one hundred eighty (180) Days after the Requiredipoml1ercial Operation Date plus thirty
(30) Days for claiming
period.
",,
,,,
",
_;i
The Performance Security may be renewed or qxtenflbd:'{rom time to time, provided that if any
Performance Security which is expressed to e.apirtlfibt later than a specified date shall by virtue of
that term fail to meet the requirements of. thi-CiApete.4:'i(s) tnen [SPC] shall remain responsible for
ensuring that the Performance Seqr,iiity.s renewed, extended or replaced with an equivalent
Performance Security before such expiry datqpo that the Performance Security remains valid and
in force. [SPC] will coordinater,vith-..lh6rAppointed Banks the drawdown of the Performance
Security;
t.
[SPC] shall prepare apd'p-r;ovjd-e, SoP to PERTAMINA for PERTAMINA's approval, at least ninety
(90) Days prior to the'comfnencement of the Commissioning Period;
u.
[SPC] shall allow any ri]f,rsentative appointed by PERTAMINA to perform monitoring activities
on the Project (including monitoring activities referred to in Article 15.2.2 hereof) and to access
the Spegial,,Facilitieo Site provided that PERTAMINA shall provide a prior written notice to
ISPCI; and
v.
at the expiry of the Term, [SPC] shall transfer the ownership and operatorship of the Terminal
infrastructure and leases and/or land title relating to the Site, to PERTAMINA, in
,,inoqdinq"alt
agcor$ance with Article 221 hereof .
,,
wl ,
4.2.
[SPC] shall report the disbursements from the Project Development Equity Account on a
a.
the due and proper application for, and diligent effort to obtain, all Consents, all renewals
thereof, and, any other Governmental Authorizations of the Republic of lndonesia that are
required to be in PERTAMINA's name, if any, in connection with the tansaclions contemplated
by this Agreement;
21 October2016
l.
PERTA}iINA
,-
b.
as reasonably requested by [SPC], discussing the Project with and providing publicly available
information about [SPC] to any other pa(y providing financing for the Project; provided, in any
event, that PERTAMINA shall not be required itself or on behalf of any other entity to make any
representations or undertakings in connection with any such discussion or in connection with
any financing arrangement (other than its representations contained in Article 18.2 hereof);
c.
PERTAMINA shall obtain prior written approval from [SPC] for its representative to access and
enter the Site to perform activities other than those permitted activities referred to in Article
4.1(u) hereof; and
d.
in each Billing Period, PERTAMINA shall pay the Project Cost in accordance with terms and
conditions hereof; and
e.
receiving and paying for the acquisition of the Special Facilities Site ln'a,ccordance with
Appendix E hereto.
4.3.
PERTAMINA
4.3.1
4.3.2.
Approvals
:
.t'.'
or
approval constitutes
to any applicable
Legal
Requirements, nor shall PERTAMINA b6, liable to [SPC] or any other Person by reason of its
review or approval of an agEdment, document, instrument, drawing, specification, or design.
Except as otherwise exprepsty proviOeO herein, this Agreement shall not confer any right,
benefit or cause of acti-ori.what$-aeyer in favour of any third person.
4.4.
Penatty for
Delays
",rt,,;l
[SPC] acknowleciges that,PERTAMlNA will suffer actual losses if, due to causes attributable to
[SPC] or any of its ioa$actors, subcontractors of the Contractors or [Gas Supplier], [SPC] fails
to achievdr,thd,;Required Commercial Operation Date referred to in Appendix B. ln the event of
such aidelgy, [$flC] shall pay a penalty to PERTAMINA in an amount which represents one per
miU,(tt,) of.,thei amount of the lnvestment Charge for each Contract Year of the Operation
Perio(.'Yor each Day of delay from the Required Commercial Operation Date, which penalty
, ,,"phqJl bQ,,capped at the value of the Performance Security, in accordance with the formula for
',, ,;ealcr.jialion of such penalties as set out in Section 2 of Appendix I hereto.
4.4.1
'
.,,,,,,. 'i
,,', ,,
'':i
. .'; 'ri r"r'
'''.r,
,t
to PERTAMINA
within thifi (30) Days of [SPC]'s receipt of a written notice from PERTAMINA setting forth the
amounts of penalty which are then due and payable. lf [SPC] fails to pay such penalty when
due, PERTAMINA shall be entitled to payment of such amounts by making a demand under the
Performance Security, provided that:
a.
within twenty-four (24) hours following the payment under the Performance Security
referred to in this Article 4.4.2, [SPC] shall top up the amount guaranteed under the
Performance Security by obtaining a new Performance Security from the relevant
Appointed Bank with the guaranteed amount equivalent the amount guaranteed under
21 October20l6
t.
,D
PERTAMINA
to the extent that [SPC]'s liability for such penalty exceeds the amount guaranteed
under the Performance Security (as may be applicable), ISPCI shall make direct
payments thereof to PERTAMINA and this liability shall survive the termination of this
Agreement; and
c.
except for PERTAMINA's right to terminate this Agreement in accordance with the
provisions of Article 19, payment of penalty pursuant to this Article 4.4 shall be
PERTAMINA's exclusive remedy for [SPC]'s failure to attain the . Conilnercial
Operation Date on or before the Required Commercial Operation Date.
.ii
5
FUNDING
ARTICLE
.'
.,,,,., ''. ''
,, i; .,:,',',,
',,:,:i. ,i.,,ii
The cost incurred by [SPCI for activities relating to the Project as provide{ lilthls Agreement shall be bome
by ISPCI and financed under the Financing Agreements, including.the p9.t,'f.o1 acquisition of the land for the
Site. [SPC] shall not allow use of the funds provided under the finanqlnO$sieements to finance any matter
other than to finance the
,,,,i,,
., .,ii,
".rir'
recourse project finance basis, the
non-recourse
for
is
responsible
securing,
on
a
or';limitq$,
[SPC]
required funding for the Project. [SPC] shall ensure that"'#"[SPC] shall use all Reasonable Efforts to
5.1
Propct.
5.2
cause the initial borrowing of the Senior Debt,to @cuf.nri'the date of Financial Close as set out in
Appendix B hereto.
tt'
ARTICLE 6
coNgrsy.:I-$
6,'l
"
Gonstruction Responsibility,,
6.1.1.
oF rHE PRoJEcr
r'i'
[SPC] shall engineer, (esign and constructthe Prolect in all material respects in accordance
with the design andpEquipment parameters and specifications of the Terminal set forth in
Appendii A bfid in,accordance with widely accepted international standards, including API 620,
ASME Sectio-n Vlll Divisions 1 and 2, NFPA 58 and NFPA 59, which shall include the following
activities: '
a;
to
PERTAMINA prior
to the
commencement of
b.
c.
d.
21 October2016
Private and
PERTAIIINA
I8
e.
eOOr
Confidential
Agreement
LPG
f.
constructing
of
pipeline
for
to
the
S.
Butane tank;
h.
tank;
,.',
r:
i.
:_
'i:
II
providing a land space for future 44,000 MT (net capacity) for.-.each of Propane
and Butane tanks on the same cluster with the existing tank;
l
'''il :
j.
constructing three (3) sets of spherical tank of 2,500. IylrT;{let capacity) for
Pressurized LPG and providing a land space for future 1x2,500 MT (net capacity)
of spherical tank in the same cluster with the existin$ iffi;
k.
l.
constructingtheLaboratoryincludifl$l.ri$,gas$ociatedfacilities;
m.
constructing of civil facilities sgch p5; Propane and Butane tanks earthen dikes,
jetty trestle complete witn w$(w,,aV'between Refrigerated LPG to jetty, seawater
intake platform, pipdrack,,,,6urii'b shelter, fire house station and infrastructure
(road, fence and qiulve,ftligf the Terminal, office and control room building, and
five (5) units of,,'eritilpyqe residence;
i1,:tli'1i,,, '
.,ii'
n.
,l
,,ji''
providing a la'$id space for future two (2) units of employee residence in the same
u ster'f.s. the exi'sti n g em ployee reside nces;
cl
,,ii.:r-;
o.
ll'
'i",'..,tf'
,t.?*
integrated gas detector, alarm and shutdown system, panel control and
safety devices;
p.i",i,.,,1..,ll,,..providing
'i'r..
..rrr.r'
.,,,
_,,,ir
q
-.;ir
,'iiu,,,,.r,, '\,,
,:it:.:., ''i,.,
"'1r-ri
"tlr
"tl:ir,'i,i
providing integrated fire protection system such as fire water supply, fire water
pump, fire line, water sprinkler and water monitor in accordance with NFPA
standard; and
,'i','. .,,,,,
, ,
, ,.
{l'i',,
.'. ,t'
',
r.
6.1
.2.
6.1
.3.
Any dispute regarding compliance with the construction responsibility referred to in Article 6.1.1
shall be referred to an lndependent Expert pursuant to Article 20 hereof.
[SPC] shall implement the Project with the intention of satisfying the Milestone Schedule. [SPC]
shall promptly inform the Construction and Operation Committee of any deviations from the
Milestone Schedule.
Code:
RFP-001/T00300/2016-S3
21 October2016
,N
6.2.
PERTA'YIINA
Technical Documents
[SPC] shall obtain and retain at the Site (in the form of hard copy and softcopy):
a.
for all items of equipment incorporated in to the Terminal including those identified in Appendix
A, copies of the specifications and operation manuals for such equipment;
b.
copies of all test results for tests performed in accordance with the EPC Contraql.i,on the
Terminal and for all items of equipment incorporated into the Terminal and identified in
Appendix
c.
d.
A;
,,
t.,,,,
.,.
as-built drawings for the Terminal, including the civil and architectural works;and' . ;'i"::,.,:'
ti''
all detailed technical documents related to the design, engineering and @itistruction of the
Terminal.
ln the event that all or any part of the Terminal will be transferred to PERTAivll,l.lA, btt ot tne foregoing
information and any other similar information in the possession of ISPCI bertaiqihg to the Terminal or
such part thereof, including Proprietary lnformation (subject to the p_roviqipJrs of Article 23.5) shall be
provided to PERTAMINA.
,. :ii' ,i',i,,.
':',.;,,,
6.3.
Variations
" ii.
,..i,1: t,
'r:,,
"'
,,iil'i
"lllJ'"
6.3.1.
[SPC] has the right to, prior to the Commercrat'Operation Date, modify or change the
equipment parameters of the Terminal set,gutiEAp,endix A hereto, provided that:
a.
b.
c.
parameters.
6.3.2.
,r"lSf0l
!n accordance with Article 6.3.1 hereof shall not entitle [SPC] to request any extension of
,,.',l,time,,,changes to the Milestones Schedule or to the Project Cost agreed hereunder, unless
.:'' i agr,ged otherwise by PERTAMINA and shall not relieve [SPC] from any liability that itwould
,
6.3.3.
applicable Legal Requirements with respect thereto. PERTAMINA shall not be liable for any
cost and expenses incurred for the implementation of changes made by [SPC] under Article
6.3.1 hereof.
PERTAMINA reserves the right to, prior to the Commercial Operation Date, change [SPC]'s
construction responsibilities referred to in Article 6.1 hereof including modifying or changes the
equipment parameters of the Terminal referred to in Appendix A hereto ("Change Order"),
provided that:
a.
agreed hereunder
for
PERTAMINA's approval
21 October2016
[SPC] can
PERTAMINA
,,
demonstrate that the Change Order will result in excess of more than ten percent
(10%) of the aggregate amount of lnvestment Charge. lf so required, the Parties shall
discuss, taking into account the effect which BPCI demonstrates is directly
attributable to such Change Order, to make necessary amendment to this Agreement;
b.
The Change Order shall not relieve [SPC] from any liability that it would otherwise
have had in respect of or resulting from such Change Order or failure to comply with
applicable Legal Requirements with respect thereto. PERTAMINA shall not be liable
for any cost and expenses incurred for the implementation of Change Order made
under this Article 6.3.3 hereof.
6.4.
6.4.1
PERTAMINA may at any time, following the Commercial Operation Date, request [SPC] to
expand the Terminal's capacity to receive, store and distribute LPG (including the request for
[SPC] to construct 44,000 MT (net capacity) for each of the Propane and Butane tanks, 1x
2,500 mt (net capacity) of spherical tank and/or two (2) units of employee residence) by
providing a written notice to [SPC] which shall specify the proposed increase to the Terminal's
capacity to receive, store and distribute LPG and [SPC] shall accept the expansion request
referred to in Article 6.4.1 and implement and finance the expansion.
6.4.2.
[SPC] shall provide a proposal of the Project Cost or rclevant price relating to the expansion no
later than sixty (60) Days from the date of PERTAMINA'grrequest referred to in Article 6.4.'l
.
that they shall agree op'tfe Project Cost or relevant price and other
in relation to the expanslonl.within thirty (30) Days from the date of
PERTAMINA's receipt of [SPC]'s proBesat and. if the Parties fail to agree on the Project Cost or
relevant price within the specified periodf the final determination of such price shall be refened
to a KJPP appointed by the Parties
6.4.4.
[SPC] may, after the Commercial 'Operation Date, submit a written proposal to PERTAMINA to
expand the Terminal'+cap&ity'to,ieceive, store and distribute LPG including the proposal of
the Project Cost or reky6nt price relating to the proposed expansion, for PERTAMINA's
approval. The prgcedure''under Article 6.4.3 shall apply mutatis mutandis to the determination
of Project Cost oirr,glevgnt price upon PERTAMINA's approval of [SPC]'s proposal submitted
u
nd
er this
*drticl_9,, U
..:.:.:,:,.
'i. 'li'i
'
1;r,'
,i,
ARTICLE 7
,; I ',1: i, "
:.. ':]r.:, PRE.COMMISSIONING AND COMMISSIONING
ti,....',,'
7.1.
lli'l:i
7,il'. ;
.'
itl,
,,
[SPqj shall give to PERTAMINA 30 (thirty) Days prior to the commencement of the Commissioning
+Periodira written notice of the commencement of the Commissioning Period.
,r,rt,,..
iri.,- r'':
tll
tit,r.,
;rr'
testing
7.3.
ISPCI shatl perform the Pre-Commissioning in compliance with the requirements and procedures as
provided in Appendix F and Prudent Operating Practices.
7.4.
[SPC] shall perform the Commissioning in accordance with Prudent Operating Practices and shall be
responsible, at its own cost, for the supply of the Refrigerated LPG to the Terminal for Commissioning
purposes during the Commissioning Period.
21 October2016
,8
l.
7.5.
PERTAIIIINA
[SPC] shall ensure that on the commencement of the Commissioning Period, the Terminal are in all
respects ready to receive the Refrigerated LPG and distribute the LPG to the Terminal.
ARTICLE 8
OPERATION AND MAINTENANCE OF THE TERMINAL
8.1.
[SPC] shall commercially operate the Terminal on the Commercial Operation Date subjCto.the
fulfillment of the conditions precedent thereto refened to in Section 2 of Appendix C,herglqr ,. ,1
.2.
[SPC] shall at all times during the Term, operate the Terminal in a maltneqco{sistent with
8.1.1
8.1
8.1.3.
8.1
.4.
[SPC] shall ensure that the Terminal can operate at all times, twenty.;,fg11,(24) hours a day and
seven (7) Days a week during Operation Period.
,, 't: i):' 't ;
[SPC] shall, at all times during the Operation Period, maintain and repair any or all parts of the
Terminal in a manner consistent with Prudent Operating FrdsticeS"and SOP, in order for the
Terminal to operate properly and to maintain the good iihydiqgl qiindition of the Terminal.
8.1.5.
[SPC] shall employ in the Terminal all safety devi@s and safety practices required by Prudent
Operating Practices and SOP. To the extent coneistent with Prudent Operating Practices and
SOP, [SPC] shall keep accurate records of any,,ppuii&ent, total recordable incident rate or other
occurrence at the Site, which results in iryury-.:.ito peisons or damage to property. [SPC] shall
report such records quarterly to PEftTAMIN,A apil shall provide PERTAMINA with reasonable
access to these records subject to rqquir6ments of confidentiality.
8.1.6.
[SPC] shall ensure its persopqgl arq,oii duty at the Project, at all times, twenty-four (24) hours
a day and seven (7) Days d weeltrpommencing as from the Commercial Operation Date.
.7.
[SPC] and PERTAMINA:,sh&|I maimain operating communications in accordance with the SOP
and [SPC] shall keep a daily operations log for the Terminal concerning all events related to the
operation of the Terminal and shall synchronize the log with the PERTAMINA monitoring
system (MySAP).
8.1
'
'',,
8.'1 .9.
[SPC] shall operate the Terminal in accordance with the applicable Legal Requirements,
including applicable Legal Requirements relating to the applicable environmental regulations
and environmental standards.
8.1
.10.
[SPC] shall have a port agency service from PERTAMINA or its Affiliates, the detail of which
shall be set out in the SOP.
1.
Terms and conditions relating to the operation and maintenance of the Terminal other than the
terms and conditions set out in this Agreement shall be further determined in the SOP, which
8.1.1
21 October2016
t
,8.2.
PER,TAiTINA
[SPC] shall maintain the Terminal's ability to provide the Annual Throughput. The Parties agree
that failure of the Terminal to provide the Annual Throughput shall not be deemed to be a
[SPC] Non-Remediable Event, to the extent such failure is attributable to the action of
PERTAMINA.
8.2.2.
[SPC] shall ensure that all Refrigerated LPG which [SPC] receives from [the Gas Supplier or]
PERTAMINA at the Receiving Point and all LPG which [SPC] makes available to PERTAMINA
at the Delivery Point shall conform to the specifications as set forth in Section 5.'l of Appendix
A hereto and shall at all times be in accordance with Legal Requirements, inoluding but not
limited to Decree of the Directorate General of Oil and Gas No. 26525Kl10lDJM.T/2009 dated
31
the
Directorate General
8.2.3.
[SPC] shall provide the Throughput required by PERTAMINA in accordance with the
Nominations made by PERTAMINA and if [SPC] fails to provide such Throughput, [SPC] shall
pay a penalty to PERTAMINA in an amount calculated based'on the formula set out in
Appendix lhereto.
8.2.4.
8.2.5.
[SPC] shall always maintain the Guarar,rted Stqiage Capacity in the Terminal at all times during the
Operation
8.2.6.
8.2.7,
:r' ,i '
Period.
,..,'
The Parties agree that PERTAMI'NA may at any time supply Refrigerated LPG directly to the
Terminal, and in such case a!,PERIAMINA's request, [SPC] shall ensure that no Gas Supplier
shall supply the Refrigeratdd LPG to the Terminal other than PERTAMINA.
[SPC] shall distribute LPG:to PERTAMINA's Facilities in the Delivery Point in accordance with
the terms ?nd conditians set out in the SOP.
8.2.8.
...:..,
'',!
b.
[SPC] shall, at its own cost, examine the quality of the Refrigerated LPG supplied by
PERTAMINA before receiving the Refrigerated LPG from PERTAMINA;
c.
[SPC] shall maintain and be responsible for the quality of Refrigerated LPG it receives
and storages in the Terminal. ln the event that the quality of the Refrigerated LPG in
the Terminal deteriorates, [SPC] shall perform remedial action upon the quality of the
LPG in accordance with Prudent Operating Practices. ln the event that the remedial
action fails to restore the quality of the Refrigerated LPG, [SPC] shall replace the LPG
in accordance with the specifications of Refrigerated LPG supplied by PERTAMINA.
21 October2016
l.
,N
PERTAMINA
Lavtime
d.
The following terms relating to Laytime shall apply for the delivery of Refrigerated LPG
from PERTAMINA's vessel to the Terminal and the distibution of LPG from he
Terminal to PERTAMINA's vessel:
(i)
Vessel
I YPE
Small
uapaclty
<1,000 MT
1,000 MT - 1,700 MT
12
>1,700 MT
2,500
20
MT
30 or any amount
from the calculation of
the Vessel capacity
iLri!
s 8,000
MT':
'r
divided by
30,
whichever is less.
Midsize
'''.,,.
li '
,,,10,000 MT
,:
t,li
Fully-/SemiRefrigerated
12 or any amount
from the calculation of
the Vessel capacity
divided by
12,
whichever is less.
58 or any
VLGC
amount
divided by
58,
whichever is less
ir
(ii)
(ii i)
laycan,
Laytime shall commence at 06:00 hours on the first Day of the laycan or
when the vessel is all fast whichever is sooner;
(iv)
if PERTAMINA's vessel tenders after the last Day of the laycan, Laytime
shall commence when 24 (twenty-four) hours after NOR is tendered or
vessel is all fast, whichever is earlier;
(v)
subject to Article 8.2.8(e) hereof, in the event the laytime used is in excess of
act,
21 October2016
L
,-
PERTAIIIINA
LPG (as may be applicable), any charges or additional cost (including but not
limited to any deviation cost of a voyage and loss) ("Demurrage') with the
Demurrage rate determined based on the type of vessel used for the
shipment in question as follows:
(a)
Chartered Fleet
(1)
(21
for the voyage charter, the Demurrage rate per day will be
back to back as per voyage charter party.
for the time charter, the daily Demunage rate = charter
hire per day + 5unk.r. consumption at port per day.
(A)
Charter
'l' '
Hire
'
(B)
:..
Bunker Consr,rmption
Bunker' .r quantity
shall be as per
charter
,,
(b)
Owned Fleel,,,,,
Sunk t
1i(1) ,,i,'
.i:,''
'tl,..,.t'
Charter Hire
Daily charter hire will be as per monthly average (based on
.ej&"
,a
':i."
'r''
,rill,
1:,,
'1,,
!l
"!l:,,
,\;
':rai;
(2)
!iirr;;,
't:,.
*,lt '
,*'
'{r"i
,h
.,{i
}-,r:i
'*u,,'
";i:::.
..t!;,
Bunker Consumption
!i
(c)
Other Fleet
For the third pafi's vessel (other than chartered or owned fleet), or
for the vessel wttich has no chartered hire in charter party
documents/pub lication
Charter Hire
(1)
21 October2016
,s
PERTAIITINA
{2)
Bunker Consumption
delay in the delivery of notice of readiness referred in Article 8.2.8(d)(ii) shall not
be calculated as used Laytime, to the extent that such delay resqltedr fum
damage to the vessel, incapability of the facilities of the vessel, bad weafi'er,.pr
Demurraoe
e.
,1i+i{1
ie*$
ln claiming the Demurrage referred to in Article 8.2.8(d)(v) hereof, the following terms
t,.,,,lt
and conditions shall apply:
,.,,,,.,'i;t,.,,
iiir.;f.
(i)
[SPC] shall be liable for the Demunqge clairn provided that such claim has
been submitted to [SPC] in writing bf PfRTAMINA within ninety (90) Days
after the date of Bill of Lading, ("D,fnurralie Glaim Notice");
(ii)
,,;'., "i,,,.',lt'''
PERTAMINA;
(iii)
original invoice for ''the."Demurrage claim will be sent to [SPC] after the
Parties hqle agre.ed orl'the Demurrage claim amount;
(iv)
if with'in rriletV$O) Days from the date of the Demurrage Claim Notice,
[SPCI does not response to such claim; or PERTAMINA does not agree to
;','.
r ro
(v)
if [SPC] does not make any payment for the Demurrage claim amount within
twenty five (25) Days from the date of invoice then PERTAMINA has the right
to set off such payment against any PERTAMINA's payment obligations to
[SPC] under this Agreement.
(vi)
Other terms and conditions relating to Demurrage and its claim procedure
may be determined by the Parties in the SOP.
Losses
(i)
Stock Opname
(a) The calculation of the quantity of Refrigerated LPG received by
ISPCI in a current Billing Period shall be performed by PERTAMINA
or its representative by reading and recording the number stated in
the Measurement Device on24.00 lndonesia Western Time on the
last day of the current Billing Period, as witnessed by [SPC] or its
representative.
21 October2016
,J
PERTA'ITINA
(b)
(c)
of
Stock
Opname"), no later than four (4) Days from the performance of the
reading and recording.
(ii)
Determination of Losses
(a)
PERTAMINA can claim losses of LPG quantity for each LPG
distribution to PERTAMINA, if the losses are more than maximum
tolerance as follows:
Losses
Items
Vessel
max.0.25o/o
Terminal
max.0.1%
Where:
,,,"'1
($
.,,,
"',,,'i',,
-'.::r'
.-''
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,,,'.,Jdsses
.
, ff":?fl?;ffiYrTHllin
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.d. "''tr:",,
tirlv,
1lir.
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sp - (srcr -
oBQ)
BIL
!i'{r/:}*,
in
fl ,.,,f% iili
*',.1
,
, 'l:iarri
, ,_ir
":i'
,. i,
"",1, *,r.,,"...,'
,. t
Where:
tt;u,,r1,,','*-
B/L
SFAL
OBQ
".
,i.l'
i"
rr
(ii)
ilr
(b)
to PERTAMINA
an
21 October2016
,n
PERTAT}TINA
(c)
[SPC] shall be liable for the losses claimed provided that such claim
has been submitted in writing by PERTAMINA within ninety (90)
Days after the date of Bill of Lading (in the event of the vessel) or
after within thirty (30) Days after the reading and recording referred
to in Article 8.2.8(fxi) hereof ("Losses Claim Notice"). : ,,..1
(d)
(e)
PERTAMINA.
.,
,1,'
wi1is,4
rfilt'be
.,
original invoice for the losses claim will be sentio. [SPC] after the
Parties have agreed for the losses claim amqJnt.
.
(f)
",
if within thirty (30) Days from the dile af theilosses Claim Notice,
[SPC] does not response to such Qlaim; or PERTAMINA does not
agree
to the
counterclairr'r;,,rd9rre!
to in
Article 8'2.8(fxiixd),
''tttt
(s)
'
(h)
,'
s.
h.
For all LPG distributed by [SPC] to PERTAMINA, [SPC] shall, at its own costs, provide
the certificate ofrLPG quality analysis issued by the Laboratory, to PERTAMINA. LPG
quality andlysis shall be witnessed by the Parties or their representatives.
of
LPG
Off-Soec LPG
(i)
[SPC] in its sole discretion, may reject the LPG made available for delivery at
the Delivery Point which does not conform to the specification of LPG
referred to in Article 8.2.2 hereof .
(ii)
21 October2016
t
,-
PERTA,vIINA
8.2.9.
Items
Flow Rate
Jetty A
800
1,200 MT/hr
Jetty B
Jetty C
200 MT/hr
Filling Point
50 MT/hr
Maintenance Responsibility
8.3.
For maintenance purposes, ISPCI may suspend the operation of the Terminal (whethql Fartial Shut
Down or Total Shut Down) for maximum of twelve (1 2) Days in a Contract Year during the Operation
Period, subject to the following terms and conditions:
a.
[SPC] shall provide the schedule and the scope of maintenance of scheduled maintenance to be
pedormed in a Contract Year, to the Construction and Operation Committee no later than one ('l )
year prior to commencement of such Contract
b.
Year;
[SPC] shall provide a written notification for PERTAMINA'e approval at least ninety (90) Days
prior to the date of the relevant scheduled maintenance which specifying the date of scheduled
maintenance, the period of suspension and the scope of maintenance services on any or all
facilities and/or equipment of the Terminal. PERTAMINA shall provide its response Wthin ten
(10) Business Day from the date of receipt of nolification and if PERTAMINA does not provide
its response within the specified p,qdddr, PERIAMINA shall be deemed to approve the
''i:r:, ,,,'
scheduled maintenance;
-,,1.
_
,,,t
c.
PERTAMINA shall provide appfoval or propose rescheduling for the scheduled maintenance to
[SPC] no laterthan ten (10) Business Days after receipt of the notification referred to in Section
3(a) hereof and if PERTAlvllF.lA does not proMde such response within the specifed period,
PERTAMINA shall be'{eemdd to have agreed to the schedule of the scheduled maintenance;
d.
the Parties
durip$the period of the scheduled maintenance refened to in this Article 8.3,
"gr"d{l;1at
shall
be
to distribute LPG and PERTAMINA shall not be entitled to request
&lged
[SPC]
1ot
distribution of'LP.,G and the penalty referred to in Article 8.2.3 shall not apply; and
:,i.r,,.
e.
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l,
fo1..thg. purpos6
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,,,
Sinking'Fund
8.4.
...:
'ilr
.r,ir.irti,
8..4:1.
",For the purpose to secure [SPC]'s payment to perform any [SPC]'s obligation as required
under Appendices K and L, including to perform any necessary repair and/or replacement of
any part or all facilities of the Terminal, [SPC] shall, prior to or on the Commercial Operation
Date, deposit money in an escrow account opened by [SPC] in any Appointed Banks, in
amount equals to [SPC]'s capital expenditure of each Contact Year during Operation Period,
as follows:
21 October2016
la
8.4.1
PERTAMINA
The agreement relating to the escrow account shall be signed by PERTAMINA provided that
the terms and conditions of the escrow account agreed by PERTAMINA and allows
PERTAMINA to drawdown the Sinking Fund upon the occurrence of events which allows
PERTAMINA to use such fund as set out herein.
8.5.
Change in Circumstances
lf, during the Term, a circumstance (including Change in Law and policies relating to thepublic
demand of LPG) occurs that was not reasonably anticipated at the time of execution suctl that
PERTAMINA suffers or is foreseen to suffer substantial hardship, which as a resLrllof that
circumstance is likely to continue and cause frustration of this Agreement, the.'Perties:ghall
negotiate in good faith to make necessary adjustments to this Agreement appfopriate to
8.5.1.
alleviate or eliminate the relevant hardship or frustration in a spirit of mutua.l underStqnding and
cooperation.
,,',,,,...
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!
ARTICLE 9
MEASUREMENT DEMCE$a.
9.1.
.,':
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All measurement methods and procedure,.,+tnd blii,,,lfi accordance with the standards set out in
Appendix H. lf new standards are publisheilii$e 1,qtateO methods and procedures shall be adopted
where
9.2"
appropriate.
sta I lat
an
O pe
":li
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:'
ratio n of
g.2.1
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M.,_gae,..,11
'
i.
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'.
ih
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erit
evi ce s
:'
[SPC] shall, at its own colt, pro"rr", install, operate and maintain the Measurement Devices,
shall periodically calibreb, verify, and if necessary recalibrate the Measurement Devices, and
shall be responsib.le.for operating the Measurement Devices to continuously measure and
record, rp alcgrOaloe'with Appendix H.
g.2.2.
All
ol
ISFCI5,
M"u.rr"r"nt
otheE reletant Government lnstrumentality and approved by the Directorate General of Oil and
: Ga! fof'oustody transfer measurement systems.
9:2,3.
.i
9"3.
[SPC] shall install the check measuring equipment (meter prover) necessary to perform such
additionalmeasurements.
9.3.1.
9.3.2.
The accuracy of the Measurement Devices shall be based on the specification of each
Measurement Device.
9.4.
[SPC] shall be responsible for verifying all Measurement Devices at least once each month.
21 October2016
I
,,
9.4.2.
PERTA'IIINA
lf any verification test shows that or if PERTAMINA, in its sole discreation, argues or doubts
that the Measurement Devices do not work properly or indicate inaccuracy or damage, BPC]
shall, at its own cost, use its Reasonable Efforts to immediately recalibrate the relevant
instrument of the Measurement Devices in accordance with the SOP. During the recalibration
of [SPC]'s Measurement Devices, the Parties shall mutually agree on the replacement of the
Measurement Devices to be used, using either a shore tank gauge owned by [SPC] which shall
the
9.4.3.
PERTAMINA and its representatives shall be entitled to be present at any tesi inspeclion,
maintenance and replacement of any part of the Measurement Devices perfor:med by [SPC].
g.4.4.
PERTAMINA may require [SPC] to carry out additional verification of the accuracy of the
'I
1..,.
Measurement Devices at any time and the costs of such additional verification shall be borne
by [SPC], regardless of the result of the additional verification.
9.4.5.
lf it is established that any instrument comprising any of the Measurement Devices is at any
time not capable of correct operation, [SPC] shall at ils cost either replace or repair such
instrument as soon as practical.
9.5.
Administration
9.5.1
[SPC] shall be responsible for the administration and reporting related to calibration, verification
and recalibration of the Measuremen!;&vice$i irtctuOing giving and receiving routine notices,
scheduling and conducting tests, furnig,!,fltg c4ibration and verification reports and making any
corrections'
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g.5.2.
[SPC] shall notify PERTAITIIfNA ingffiely manner of all planned calibrations, verifications and
recalibrations of the Meastifembnt'Devices so that PERTAMINA may arrange to have a
representative preseRtlt'CsRtAttlNA may observe any measurement, test or adjustment to
Device is accurate.
confirm that a Measuitmeht
''il.if
9.5.3.
During the Opeiiitign peritX, [SPC] shall maintain all original test data, charts and other similar
records ge.nerated b.y, e Measurement Devices. [SPC] shall provide to PERTAMINA access
during nofn{thusiness hours to all such original test data, charts and other similar records.
-.,ri,,;1.
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:
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10.1. Proieet
Gost
ARTICLE
i0
l,;f.,,he Prgect Cost of the transactions contemplated herein, shall be determined using the applicable
-r":'+
10r3.
'
10.3.
Billing
ISPC] shall render to PERTAMINA an itemized lnvoice for each Billing Period in accordance with the
provisions of Appendix l. lnvoices shall be due and payable by PERTAMINA as provided in Appendix J.
Payment
The payment of the Project Cost shall be made by the relevant Party in accordance with the payment
procedure set out in Appendix J hereto.
21 October2016
L
,G
10.4.
PERTAMINA
Late Paynent
Late payments by either Party shall bear interest at the Late Payment lnterest Rate from the date on
which such payment was originally due until the date that the payment was made.
The relevant Party shall issue and deliver the invoice for this penalty to the other Party as agreed by the
Parties before the issuance of the invoice. After the invoice and its supporting documents are received,
complete and verified by the the relevant Party, the other Pa(y shall settle the invoice within 30 (thirty)
Days.
'lLr.,rf'
ARTICLE 11
COVENANTS
11.1
..#'u+ou,
Other Business
.:,:.i..;t
..,r.
Except as otherwise provided herein, [SPC] shall not (i) engage in any busined'5',activity other than as
reasonably required to perform its obligations and enjoy its rights under thg Pfoj0ct Documents, or (ii)
enter into any agreement of merger, consolidation or amalgamationrrryith'Atity entity, or (iii) except as
may otherwise be required by Lender(s) for the purpose ot efforpif$"[S,PC]'s payment obligation to
iii: ii:;;j,,'ri'
Lende(s), dispose of all or substantially all of its assets.
rr,
,,
11,2,
,,,, "''";,.';;
-o,f
,.9,,pligations
;lr
"': "ri
11.3.
':*|'liti
i.i,..
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[SPC] and PERTAMINA shaltrcornoly'tdth all applicable Legal Requirements and shall each comply in
all material respects with and shall keep in full force and effect all Governmental Authorisations required
to be in their respective names forlhe performance of their respective obligations under this Agreement.
Non-Competition' fr'
11.4.
'ir,
":il
l
[SPC] covenants with PERTAMINA and for the benefit of PERTAMINA that, [SPC] shall not and shall
cause its AffiJiates'to not, during the Term and following the expiry of the Term or termination of this
Agreement, engage in activities or businesses which related to or in competition with the business
activities carried out by [SPCI during the Term, unless determined otherwise in writing by PERTAMINA.
This Article 'f i.4 shall survive the termination of this Agreement or expiry of this Agreement.
11.5.,
10
SanctbnedCountries
,
[SPC] wanants that [SPC] shall only allow cargo supplying the Refrigerated LPG to the Terminal which
originates from [the Gas Supplier or'01 efntRUlNA and the cargo and any transaction related to the
cargo shall not originate from or be related to Sanctioned Countries.
21 October2016
l'
t,
PERTAMINA
ARTICLE 12
INSURANCE
12.1.
lnsurancePolicies
12.1
12.1
.2.
[SPC] shall cause its insurers or agents to provide PERTAMINA with certiffcates of insurance
evidencing the policies and terms specified in this Article 12 and in Appendix D hereto. Failure
by ISPC] to obtain the insurance coverage or certificates of insurance required by this Article
12 or Appendix D shall not relieve [SPC] of the insurance requirefients.set forth herein or
therein or in any way relieve or limit [SPC]'s obligations and liabilities under any other provision
of this Agreement. lf [SPC] shall fail to procure or maintain any insurance required pursuant to
this Article 12 or Appendix D, then PERTAMINA shall have $e,right to procure such insurance
at [SPC]'s expense, provided PERTAMINA shall have given thirty (30) Day's prior written
notice to [SPC] of its intention to exercise such right unless such intention arises from [SPC]'s
non-payment of premiums for existing insurance in.which case PERTAMINA shall have given
at least five (5) Day's prior written notice of such htention
12.1
.3.
12.2. Endorsemen
r: ,r"
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;;rl
or commercial general liahility i4guiance policies and, if capable, umbrella or excess liability
policies with respectQ any liabilities relating to the construction, commissioning, operation or
maintenance of the Terffiinal:
a.
b.
r'
c. ,,,
,d.
,
rrlr'
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rrr..
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PERTAMINA arid its employees shall be additional insured under such policies;
Uie,,insuranb6'shall be primary with the respect to the interest of PERTAMINA and its
Empltilges and any other insurance maintained by them is excess and not
'qgntdbritory
with such policies;
"t..,
''i
.ri, ..,
The Parties agree that in order to enable [SPC] to implement the above mentioned
endorsement in its comprehensive or commercial general liabili$ insurance policies,
PERTAMINA shall submit a list of the assets and the value of such assets located at the Site to
be covered by [SPC]'s comprehensive or commercial general liability insurance policies prior to
the time when [SPC] shall procure such insurance policies.
12.2.2. [SPC] shall cause its insurers to provide the endorsement referred to
12.2.3. [SPC] shall cause its insurers to waive all rights of subrogation against the other Party and
against PERTAMINA and other the Party, including PERTAMINA and the other Pafi's
21 October2016
t
,,
PERTA'ITINA
di
ARTICLE 13
TAx
,rr*"1.,,,,.
All taxes, stamp-duty, royalties, levies, and/or other charges as required under the Legal Requirements edfor@d
in the implementation of this Agreement shall be a burden and responsibility of each Party in accsrden'Be"with
''*
Legal Requirements.
'i'.'i;""
,,,.,,''
:
ARTICLE 14
HEALTH, SAFETY AND ENVIRONMENTAL ASPECTS
'
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14.1.
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General
,,,
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14.1
.1.
[SPC] shall prepare and implement the HSE plan in ccirnpliahce with Pertamina Contractor
i:.
Safety Management System.
,
14.1
.2.
For the safe implementation of the Projecl ($..,FClj S'hall ensure that aspects of HSE are
integrated into every stage of the Projeot'ae{ivities, ensure that the design, engineering,
procurement, and construction of ,[fib Terminal are in accordance with the standards and
provisions of HSE as well as guai.q,nlee rqliability of operation of the Terminal and [SPC]
shall ensure the , efficient and effduttvqrrimplementation of the Project and does not give
ride to incidents / accidentsr;j,:; . .'lli'
14.1
.3.
14.1
.4.
[SPC] shall provide and implement health and safety management system required by Prudent
Operating Practices and shall provide proper training for its employees and personnel.
14.1
.5.
[SPC] s.halt perforh;health and safety programs, such as HSE meetings, safety audits, work
permits and safe working practices.
14.1
.6.
,.:.':|:.
.i;
,i1'r':
timesinfull compliancewiththe
Legal Requirements'relAtirig'to.fnanpower, health, safety and the environment.
by
Legal
)i
14;J.Z [qPC]shall perform periodic environmental management and monitoring plans and
reporting
standards.
', 14.1
14.2.
.8.
Workforce
14.2.1.
[SPC] shall be responsible for all industrial relations matters on or about the Site so far as they
relate to [SPC]'s employees and shall establish, maintain and administer an industial relations
policy for [SPC]'s employees and any other persons engaged in or about the development of
the Project so as to ensure the development of the Project and the performance of [SPC]'s
obligations in accordance with this Agreement. ln particular, without limitation, [SPC] shall
ensure that all persons employed or engaged in the development of the Project are paid all
21 October 2016
L
,,
PERTA}IINA
amounts, receive such benefits and allowances and are employed subject to such conditions to
which they may be or become entitled by virtue of any Legal Requirements from time to time in
force. [SPC] shall be responsible for the supervision, liability, and discipline of its employees.
the prevailing manpower regulations relating to the extension or termination of the working
agreements of the employees.
14.2.3. [SPC] shall be responsible for the supply of all labour, supervisory and other
personnel
14.2.4. [SPC] shall ensure all personnel contracted to work at the Site hold appropriate qualificalions,
Governmental Authorizations or certificates of competency relative to the work they are to
perform.
14.2.5. lt is expected that [SPC] shall provide accommodation, working conditions, meali,
medical
services, transportation and general welfare for [SPC]'s employees at applicable standards and
in accordance with the Legal Requirements.
14.2.6. [SPC] shall pay wages and entitlements owed to its employees in a timely manner and in
amounts in compliance with the Legal Requirements and such payments shall not be
contingent upon any payments from PERTAMINA undei this Agreernent.
14.3.
14.3.1. Occupational
a.
,i;,,,,
;it.l
: :;r.iil
[SPC] shall have a written occupgtibrlal. heelth and safety management policy. The
policy shall be appropriate to the phn#d duration of the Term and shall, at least,
address the following: ''t .,r" ,..n'
'i
(i)
(ii)
.'l'lr'
provisiona4$4seo{:ptol8ctiveequipment;
ll'j'
r, ""
conduct
.
safety rneetings;
,:
: .il:. ''
(iii)
inspectidls;
(iv) audits; ''i.r'
'...],'i,
(v) "t(ginipg - includes induction training and other training as necessary
1\.o"' ofiBiating procedures, fire fighting, good housekeeping and
,t',
'''""''*:'
\it"
i:.
in safe
hazard
"ii1 rdcognition;
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ii;r.}i;ii1 ,,
(x) il,:;J:"T::HT::il:::::::I,jffi"'safepr'cedures;
(x)
i:, -
(n)
(xii)
1r
b.
emergency preparedness;
[SPC] shall ensure all its operations are conducted in accordance with its occupational
health and safety management policy, widely accepted international standards and
Legal Requirements.
21 October2016
,o
c.
PERTA'ITINA
[SPC] shall ensure all of its HSE performance indicators comprising number of
accidents (NoA) and total recordable incident rate (TRIR) are performed in
compliance with PERTAMINA's standards.
d.
[SPC] shall establish an organization to handle and manage aspects of HSE in every
stage of implementation of the Project.
e.
f.
[SPC] must ensure that all of its personnel have received proper training.
ISPCI must ensure the activities of the inspection, maintenance and repatrs cf the
Terminal are carried out by competent
personnel.
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.,
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,t:
The Contractor shall develop and implement occupational health and safety pi'ogiams which
incorporate best practice in occupational health and safety, widely accepte,,, 'i international
standards and Legal Requirements.
14.4.
Environment
....
i.,,Ir,.
"'''
14.4.1. The Parties are obligated to preserve the enviroflment anb prevent and cope with
environmental damageand pollution resulting 'from thg operational and construction
activities of the Terminal facilities under the rqsponsibility of each Party, pursuant to the
Legal Requirements.
14.4.2. For the purposes of operationar
of the Terminal which are under
,n$a""iiJt'ii;ilctivities
th6r,1g-.$por1,$
14.5.
' ,r ,,:li
Requireme*s
HSE
fgr.lmpldmentation of the Project
Notwithstandihg bther: p,rovisions in this Agreement, in each phase of the implementation of the Project,
[SPC] sh6ll qOmply With the following HSE requirements:
a.
'
,
,.,, ,r,.,
ii,
.,:
(i) "r"
",::
(a)
safety distances applicable for the facilities of the Terminal with reference to
:,
NFPA 58.
(b)
design
(c)
(ii)
The fire protection system of the Terminal LPG shall comply with the design
requirements and specifications referred to in NFPA 58.
Engineering Package
The engineering of the Terminal shall be supported by:
(a)
21 October2016
t.
,,
(iii)
PERTA'VTINA
(b)
(c)
(d)
(e)
(0
(s)
(h)
(i)
drainage system;
(i)
(k)
Risk
Assessment
'
-il'",.
(iv)
t',
The Contractor shall comply with tt*6..rogtiirbments
Management System of PERTAMIN.$r
Contractor Safety Management
System
of the
Contractor Safety
Construction Phase
(i)
(a)
(b)
'f
i'
,$gtters:
'iiriir
its
personnel.
(ii)
u"'-'fffi
a'satetY Management
,,
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(b)
(c)
'ili.
''{i.
applicable standards.
(d)
(e)
The Contractor shall perform periodic HSE meeting, safety inspection and
audits and safe working practices and obtain work permits.
21 October2016
,r
PERTAITTINA
(f)
perform
(S)
(h)
activities
implementation
of the
Project
to control any
(i)
representatives.
,i,,,,''
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Ooeration Phase
(i)
:i,' li ,i''
Article 14.5(b)(i) shall apply mutatis mutandis to the op$alor of the Terminal.
(i
i)
(a)
Management
lir"
ii, ,ll'l:,r,
t{ii1,j,,.
,i:.,lo,i}
(b)
(c)
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res.
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safety
(e)
The_
(f)
(s)
(h)
(i)
(i)
activities
implementation
of the
Project
to
21 October2016
t.
(iii )
PERTAI}IINA
,-
Personnel Training
The operator shall provide training to improve the competence and qualification of
personnel and improve the safety culture of the personnel, as follows:
(a)
(b)
(c)
(d)
(e)
(0
(S)
(h)
(i)
0)
(k)
(l)
'
",1
inspector;
':,
l,:
hazard identification;
investigation;
job safety analysis;
safety audit & site inspection;
safety behaviour & observation; r:
. ,l i "
incident
..,,,
i:,;,.
'
t,,
.':, ,.,,
.1
.,,,',
"l
r"nrg"rsrri."";, .
ARTICLE 15
MONITORING, RECOBD.S; REPORTS, AUDIT
't5.1.
Reports .,
" '
'
15.1.1. PERTAMINA and its dr,!y appointed representatives, shall have the right to (i) monitor
the
slreh monitoring and review during normal business hours upon reasonable
.
. :,
''
'.,
.:,,' ,' i,
"', ,' "'
'':.
..,,,..,,.,
,,
notice.
shall be entitled to conduct such monitoring and review at least twice each month
. , PERTAMINA
" ,., , and at such additional times as [SPC] may approve upon the request of PERTAMINA, which
approval shall not be unreasonably withheld. Such monitoring and review shall be conducted in
the presence of and, in the case of inquiries addressed to [SPC]'s employees and contractors,
through a representative of [SPC] designated by [SPC] for this purpose. [SPC] agrees to
designate such a representative or representatives and to make such representative available
for all such monitoring and review. ln the case of monitoring of equipment or
supplies,
PERTAMINA shall have the right to conduct such monitoring with the prior approval of [SPC]
(which shall not be unreasonably withheld) and in the presence of a representative of [SPC], at
any and all locations inside or outside the Republic of lndonesia at which such equipment and
supplies are designed, manufactured, assembled or tested. The foregoing provisions shall not
derogate from PERTAMINA's inspection, monitoring and review rights in connection with
testing as provided in Appendix F or as otherwise provided in this Agreement.
21 October 2016
,a
15.1
.2.
PERTA'}IINA
[SPC] shall supply to Construction and Operation Committee the following reporting documents
at the times and covering the periods and matters required therefor as follows:
a.
(i)
(ii)
(iii)
(iv)
b.
(PFD);
n,i,,,,,,,,.
.,,...r.,,
and
',.i.;,,r"
jrlr
list.
'*1,
ii
:t
t
semi-annualy presentation of the progress report i1' ;j\,,.,
(ii)
c.
,i:
.:i. .rir
" 11'
"'.1i:,,-
Period
,
daily inventory levelreport;
[.'r:i. .n;'t'...,1{-"1
I
(i)
(ii)
ri,
(iii)
,,itrr
rl,'!l.rr
monthly actual inventory movdlp-ent report (including the actual receiving and
distribution of LPG).
,,rii '
.;,. i'ir
15.1.3. [SPC] also shall provide to eenT$..[.t!r|f:llA protnptly upon becoming aware thereof a report
described in Article 15.1.1 above oflpny..,act or condition materially adversely affecting the
Project or its ability to perf,orm its,ritibliEbtions under this Agreement and the other Project
Documents.
15.1
15.2.
.4.
ri
.r
Performance of the.:activ{ties set forth in this Article 15.1 shall not imply any obligation of
PERTAMINA to perlotm any obligations of [SPC] hereunder or under any other Project
Document or cqnstitute'the basis of any waiver by PERTAMINA of any rights hereunder or
thereunder.
,t
,, ';'.
'i..
,,.1
15.2.1. . pPCJshall complywith the Accounting Principles and maintain proper books and records
in
15.2.2. PERTAMINA and its appointed representatives may at reasonable times during the Term, and
Cost, indemnity claims, termination payments, reimbursements and any other charges to
t
,,, I ,
PERTAMINA based on [SPC]'s cosb, in all such cases for the purpose of determining whether
[SPC] charges to PERTAMINA have been computed in accordance with the provision of this
Agreement.
15.2.3. Any records and data shall be maintained for a minimum of sixty (60) months after the creation
of such record or data and for any additional length of time required by Governmental
lnstrumentality.
such records or data without thirty (30) Days prior written notice to the other Party, and the
Party receiving such notice may receive such records or data in lieu of such disposal or
21 October2016
L
,,
PERTA'TIINA
destruction by giving the notifying Party notice of its intention to receive such records or data at
least ten (10) Days prior to the expiration of the thirty (30) Days period.
15.3.
Disclaimer
[SPC]:
a.
understands and agrees that any receipt of any matter or review thereof conducted by
PERTAMINA is solely for its own information and accordingly by conducting such review
PERTAMINA makes no endorsement of the design or representation or warranty of the safety,
durability or reliability of the Terminal; and
b.
shall in no way represent to any third party that, as a result of any receipt of any matter or
review thereof by PERTAMINA, PERTAMINA is responsible for the engineering,.o[ @nstruction
soundness of the Terminal.
15.4.
Provision
No exercise of any of PERTAMINA's prerogatives or rights pursuant to this {rticle 15 or otherwise in this
Agreement (i) shall extend to proprietary pricing and cost information of [SPC], (ii) shall hinder or impede
the design, construction, management or operation of the Prolect by {SPCI.'Any monitoring, inspection,
and observation, by PERTAMINA under this Agreement shall be conducted at PERTAMINA's sole
expense.
-tt''
l"t'
N D EM N
F#IIlSfAlf;
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'.
.''
oi[,',,,
1,:
__
16.1.
lndemnity by
[SPC]
[SPCI
.,,...9..
i
will bear the responsibilityfgr
property, death
eEL,y
,..i,\,
ctqifn against PERTAMINA in respect of loss of or damage to
limitation
reasonable legal fees) due to a'i1,event occurring before the termination of this Agreement and arising
out of the design or con$frfuction Of,the Terminal and resulting from any act or omission of [SPC] or its
Contractors, without recours@,,to.PERTAM lNA.
tSPCI will hold FERTAMTNA'(and its employees, directors, commissioners) fully indemnified in respect
thereof. The indemnity shall not extend to and PERTAMINA hereby waives any claims against [SPC] for
and indemniteSrlf;fpl against (a) any such loss, damage, death or injury suffered by PERTAMINA or its
employgeE, di&pjijts, commissioners, or (b) any such claim to the extent that it was caused by any act
or omisiiiohoJtrERTAMlNA or the failure of PERTAMINA to take reasonable steps in mitigation thereof.
.f,.lcitwi{hstanding anything to the contrary contained in the preceding sentences, nothing in this Article
..:.'19,J ihalt appty to any loss, damage, cost or expense in respect of which, and to the extent that,
,,.i1.,. ".,TFFRTAMINA is otherwise compensated pursuant to the terms of the other Project Documents.
leg
"
16.3.
PERTAMINA shall promptly notify [SPC] of any claim or proceeding in respect of which it is entitled to
be indemnified under this Article 16. Such notice shall be given as soon as reasonably practicable after
[SPC] becomes aware of such claim or proceeding.
Conduct of Proceedings
Each Party shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal
advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party
21 October2016
,p
l'
PERTAIVIINA
alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified
hereunder, and the reasonable costs and expenses thereof shall be subject to the said indemnity;
provided that, [SPC] shall be entitled, at its option, to assume and control the defense of such claim,
action, suit or proceeding at its expense and through legal advisers of its choice if it (i) gives notice of its
intention to do so to PERTAMINA, (ii) acknowledges in writing its obligation to indemnify PERTAMINA to
the full extent provided by this Article, and (iii) reimburses PERTAMINA for the reasonable costs and
expenses previously incurred by it prior to the assumption of such defense by [SPC]. PERTAMINA shall
not settle or compromise any claim, action, suit or proceeding in respect of which it is entitlej to be
indemnified by [SPC] without the prior written consent of that Party.
t't'l''
16.4.
consequential
Losses
".'',-',-
,:
-'tii'
ln no case shall any Party hereto be entitled to its indirect losses or Consequentid[.Lpss9s..11yhich arise
out of its own faults and/or negligence, whether or not such Consequential Losses are subject to the
indemnities in Articles 16.1 hereof.
Survival
16.5.
The provisions of this Article 16 shall survive termination of this Agreement oi,expiry of this Agreement.
ARTICLE
17
r:rtl
,|.
WAF,qeNtlFS',
rl:11iir; r;;
17"1.
[SPCI
.,,.
[SPC] is making certain statements in this Artiglg.i 7.1 ifi order to induce PERTAMINA to enter into this
Agreement. [SPC] understands that the staterfients it makes in this Agreement must be true when this
Agreement is signed and on each d6te'that the statements are deemed to be repeated in accordance
with Article 17.3. On this basis ISPCI refe'Sents and warrants to PERTAMINA that:
a.
[SPC] is a limited liabilityrcompany duly organised and validly existing under the laws of the
Republic of lndonesia and has all requisite legal power and authority to execute this Agreement
and the other Project Documents to which it is a party and to carry out the terms, conditions
and provfsigns hermfiand thereof;
b.
,
:'
. ,
.c.i
All legistative; arlrninistrative and other governmental action required to authorize the execution
and'.delivery, .and to the best of [SPC]'s knowledge and belief after due inquiry, all lndonesian
. ,legis$tive,, administrative and other governmental action required to authorize the performance
bV |SPC], of this Agreement and the other Project Documents and the transactions
except to the extent that the effectiveness of any other document is conditioned upon the
Each of the Project Documents to which [SPC] is a party constitutes the valid, legal and binding
of [SPC], enforceable in accordance with the terms thereof except as the
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally;
obligation
d.
in
connection with the entry into, performance, validity and enforceability of, this Agreement and
the ProJect Documents and the transactions contemplated therein have been (or will before the
Financing Date have been) obtained or effected (as appropriate) and are (or will, on their being
obtained or effected, be) in full force and effect;
21 October2016
t
,,
e.
PERTAMINA
There are no actions, suits or proceedings pending or, to [SPC]'s knowledge, threatened,
against or affecting [SPC] before any court or administrative body or arbitral tribunal that might
materially adversely affect the ability of [SPC] to meet and carry out its obligations under this
Agreement or any other Pro.iect Documents to which it is a party;
f.
The execution, delivery and performance by [SPC] of this Agreement and the other Project
Documents to which it is a party have been duly authorized by all requisite corporate action,
and will not contravene any provision of, or constitute a default under, any other agreement or
instrument to which it is a party or by which it or its property may be bound; and
S.
17.2.
.r
,,
No later than the Financing Date, BPCI shall have all requisite legal rights to, and authority
and control over, the Site necessary for the
Project.
,'
'17.3.
a.
PERTAMINA has all requisite legal power and authority to execute this Agreement and to carry
out the terms, conditions and provisions hereof; and
b.
This Agreement constitutes the valid, legal and binding obligation of PERTAMINA, enforceable
in accordance with the terms hereof except as the enforceability may be limited by applicable
bankruptry, insolvency, reorganization, moratorium:!r othel similar laws affecting creditors'
'
The representations and warranties given by {SPCI in Article 17.1 will survive the execution of this
Agreement and in the case of the representations and warranties captured in Articles 17.1 (a), (c), (d),
'on
the Financing Date and Commercial Operation
and (e) shall be deemed to be repeated by ISPCI
Date, and each Contract Year with referenoe to the facts and circumstances subsisting on such dates.
'
18.1.
,,
ARTICLE
".,, FORCE
MAJEURE
18
,,
:
Subject to Article 18.4 hereof, an "Event of Force Majeure' means any circumstance not within the
reasonable coiitpl, d.irectly or indirectly, of the Party affected, but only if and to the extent that (i) such
circumstapce, ldespite the exercise of reasonable diligence, cannot be or be caused to be prevented,
avoided:or"tqmgved by such Party, (ii) in the case of claims by [SPC], such event materially adversely
affeols 1in coit and/or time) the ability of [SPC] to perform its obligations under this Agreement, and
"[SeC1.6U" taken all reasonable precautions, due care and reasonable alternative measures in order to
'lrqVoid thb effect of such event on [SPC]'s ability to perform its obligations under this Agreement and to
,,
,,
r'
mitigate the consequences thereof, (iii) such event is not the direct or indirect result of the failure of such
,,r.
''.,.. ''' Party to perform any of its obligations under any of the Project Documents, and (iv) such Party has
'ir,r,.
given the other Party prompt notice describing such events the effect thereof, and the actions being
taken in order to comply with this Article 18.1, including, but not limited to:
a.
b.
c.
Terminal FM;
Political FM;
strikes or other industrial action by workers or employees of : (i) [SPC] and/or any other parties
engaged or appointed by tSPCl, (ii) Contractor or any subcontractors of Contractor, or (iii)
PERTAMINA and/or any other parties engaged or appointed by PERTAMINA; or
21 October2016
PERTAMINA
,*
d.
with respect to [SPC] only, any action or failure to act without justifiable cause by
any
Governmential lnstrumentality of the Republic of lndonesia (including any action or failure to act
without justifiable cause by any duly authorized agent of any such Governmental
lnstrumentality), affecting [SPC], any Contractor or the Project, including without limitation the
denial of or delay in, without justifiable cause, the granting of any Consent upon due appllcation
therefor and diligent effort by applicant to obtain the same, the failure without justifiable cause
of any such Consent once granted to remain in full force and effect or to be renewed on
substantially similar terms, and any delay in the importation of equipment or supplieg'inlo the
Republic of lndonesia resulting from any action or failure to act without justifiable ca,i,rgepy,qny
Governmental lnstrumentality of the Republic of
lndonesia.
,:r
For avoidance of doubt, the Parties agree that a Change in Law shall not be deeme-d an Everit'of Force
,tf
iil
Majeure.
'rii,i' 'ii
'il
;
18.2.
,.it;);,,jji
and shall
"r"rs6drtfro{,,#rforr"n"e
not be construed to be in default in respect of any obligationl,r-biau$er for so long as failure to
perform such obligation is due to an Event of Force Mp1gurfi.r,'.i:u
18.2.2.
If an Event of Force Majeure has occurred, the P&.rties shall consult with one another as soon
-q,e,lfu,yfron the Milestone Schedule, and the
Milestone Schedule shall be equitably adjusted,[yrtf,g'Parties to take into account such effect
and the ability of [SPC], the Contractor or,,;thhir"srabcontractors to reschedule Project activities
to avoid or minimize overall delays fg*ll.E f'${he Event of Force Majeure.
'u.r:,,,,il'l
.ri,
lf an Event of Force Majeure (otherl\pn,Political FM) has occurred that results in a material
delay in the completion of .thgi"plsjed oi causes material damage to the Terminal, and such
Event of Force Majeure (i) is of a type not normally insured against by entities engaged in
activities substantially,'simrla,1, t.o,,,ihose engaged in by [SPC], is not required to be insured
against in accordan@ w{th Prudent Operating Practices, and in fact has not been insured
against by ISPC] or (ii).could not be insured against by ISPCI prior to the time of its occurrence,
then both Parties shall enter into good faith negotiations to agree a satisfactory solution
regarding continuali.qqof construction of the Prolect or operation of the Project, and [SPC] shall
use its Sesl efforts to complete the Project or to repair the Terminal, as the case may be, and
obtain funding:therefor provided that the failure to complete, repair or operate the Terminal
shall not
[SPC] Remediable Event or [SPC] Non-Remediable Event. lf the Parties
18.2.3.
rr"tjo
"onsitrt".
i6t reach
such rrtirf"ltory
solution within six (6) months after the end of such Event of
., ; , Force. Majeure, or other time as mutually agreed upon, [SPC] and PERTAMINA may terminate
thiE'Agreement and PERTAMINA may exercise its purchase option referred to in Article 22.2
,, ''
, 18.2.4. lf a Political
|
'
18.3.
21 October 2016
L
,,
PERTATIIINA
a.
b.
late delivery of equipment or materials caused by negligent acts or omissions on the part of
[SPC], a Contractor, or any subcontractor to a Contractor;
c.
d.
submission of documents and/or drawings for review by PERTAMINA at such a times does not
leave sufficient time to permit review thereof within the time periods provided therefor in
Appendix I prior to purchase or manufacture; or
18.4.
,t.
.r
:r,
As soon as possible following the date of commencement of any Event of For'ce M?jeure, if either Party
desires to invoke such Event of Force Majeure as a cause for delay in the perfpfmance of any obligation
(other than the payment of money) hereunder or under the Projecl Dobuments, it shall advise the other
Party in writing of such date and the nature and expected duration oj sUch Event of Force Majeure. As
soon as practicable and in any event within three (3) Days following the termination of such Event of
Force Majeure, the Party which invoked such Event of Foroe Majeure as a cause for such delay shall
submit to the other Party reasonable proof of the nature'9J sticfr delay and its effect upon the time of
performance. The Parties:
i
.,,r'i . .' ,"
a. shall make all reasonable efforts to preve.Et bnd'reduce to a minimum and mitigate the effect of
any delay occasioned by any Event of Forpg,Majeure including recourse to alternate acceptable
sources of services, equipmentrdnd materials and construction equipment; and
b. shall use their best efforts to:ensud'tBsumption of normal performance of this Agreement after
the termination of any,,EVqnt,ot Force Majeure and shall perform their obligations to
the
':
'ii,i.,.;r ,
:,,,.",:r:,,..:
19.1.
Terminatiol Up;n
tffCl
ARTICLE 19
TERMINATION
, .,, , ,'l"Each of the following events, to the extent resulting from [SPC]'s negligence, gross negligence,
'i' ',r, willful misconduct or breach of this Agreement and not resulting from PERTAMINA Remediable
i '"Events or PERTAMINA Non-Remediable Events, shall constitute a [SPC] Remediable Event:
')
,.,, '
i,.' ,i , ' ' a.
the failure to achieve any Milestone Schedule referred to Section 2(A) of Appendix B;
',.,,
b.
the failure to distribute the required Throughput under Article 8.2.3 hereof;
the failure by [SPC] to make any payment under this Agreement when due and
c.
.
payable; and/or
d.
the breach by [SPC] of any of its obligations under this Agreement (other
than
breaches referred to in Article 19.1 .1(a), Article 19.1.1(b) or Article 19.1 .1(c)).
21 October2016
t.
,a
PERTA,YIINA
Each of the following events, to the extent resulting from [SPC]'s negligence, gross negligence,
willful misconduct or breach of this Agreement and not resulting from PERTAMINA Remediable
Events or PERTAMINA Non-Remediable Events, shall constitute a [SPC] Non-Remediable
Event:
a.
the occurrence of any of the following events: (i) the passing of a resolution for the
bankruptcy, insolvency, winding up, liquidation of, or other similar proceeding relating
liquidator,
b.
[SPC] enters into or proposes to enter into any composition or other arrangement for
the benefit of its creditors generally or any class of creditgts.which gives materially
adversely affect to the performance of this Agreertretit,lithe Project and/or
pERTAMINA;
c.
d.
e.
,,,
,,,,
,.,,.::,
Uy
in
accordance with the provisions of this;Agreernent consecutively for thirty (30) Days in
,,.
any given Contract Year;
,,,. ,::)
,,,.,"',
f.
be
remedied within (sixty) 60'EBrt afler receipt of a Remedial Notice in respect thereof;
[SPCJ,,,ReiiieOiante Event described in Article 19.1.1(b) to be
remedied within (seven) 7, Days after receipt of a Remedial Notice in respect thereof;
i.
the failure of [SPC] to provide the Annual Throughput (to the extent such failure is not
negligence, gross negligence or wiIlful misconduct);
attributable to
,PERTAMINA's
the failurb;rof [SPC] to obtain the new Performance Security from the relevant
AppointeO Bank as required under Article 4.4(a) hereof;
j.
the aggregate of penalty payable under Article 4.4 equaling the maximum amount of
penalty;
[SPC] receiving a supply of Refrigerated LPG cargo which originates from or is related
to Sanctioned Countries;
n.
o.
the failure of [SPC] to transfer the Project on the required Transfer Date referred to in
Section 2.8 of Appendix B; and/or
p.
of this
of any
breach
described in Article 19.1.1(c)or Article 19.1.1(d)to have been remedied within thirty
(30) Days after receipt of a Remedial Notice in respect thereof.
21 October2016
l.
,S
PERTAMINA
Remediable Events
or [SPC]
a PERTAMINA
Remediable Event:
a.
the failure of PERTAMINA to make any payment under this Agreement, including
without limitation any payment to be made in accordance with Appendix J when due
and payable; and/or
b.
the breach by PERTAMINA of any of its material obligations under this Agrement
(other than any such breach referred to in Article 19.1.3(a) hereof).
Event
Each of the following events, to the extent resulting from PERTAMTNA's negligence, gross
negligence, willful misconduct or breach of this Agreement and notriesulting from [SPC]
Remediable Events or [SPC] Non-Remediable Events, shall constitute a PERTAMINA NonRemediable Event:
a.
b.
c.
the failure of any bfeach .described in Article 19.1 .3(b) to be remedied within forty five
(45) Days
g,Remedial Notice in respect thereof.
"ftr:tlffi|ii
''rf'
':t,
Upon the occurreriCe, oJ,,dn [SPC] Remediable Event or a PERTAMINA Remediable Event, the
Shall be strictly followed by the Parties:
following piiioenureg
.:..,'''|:'
a.
i' '
:
r..'
'
r,..
,.,,:
,.
r '
,,-'" "
1''
r,
,,,,,,t,,,'
,,b. "r,
:,',,,,,
'r'rr
',
pf RffiINA
givp hotice
may give notice to [SPC] of a [SPC] Remediable Event and [SPC] may
to PERTAMINA of a
r"'"Notice')'
*-
PERTAMINA Non-
21 October 2016
L
,*
PERTA,YIINA
a.
The Party which is not the subject of such Event may give a notice ("Termination
Notice") to the oher Party, specifying in reasonable detail the [SPC] Non-Remediable
Event or PERTAMINA Non-Remediable Event, as the case may be, giving rise to
such Termination Notice, and the date on which the Party giving such Termination
Notice proposes to terminate this Agreement, which date shall not be less than sixty
(60) Days after the date of such notice;
b.
During the period of sixty (60) Days (or such longer period set forth in the Termination
Notice or as the Parties may agree) following the giving of such Termination filptice,
the Parties shall consult as to what steps shall be taken with a view to mitigetln$r.or
remedying the consequences of the relevant event having regql{,, Jo ,qll.,,the
circumstancesi
c.
19.2.
.,.,,,
,,,r,,1.:.
-:'
At the expiry of the period referred to in Article 19.1.6(b) and unlqpgrtttg ilarties have
otherwise agreed; the Party having given the Termination Notice tnqy_ferminate this
Agreement by giving written notice thereof to the othe[r.P.,frtyl whereupon this
Agreement shall terminate on the date specified for termipalion in,,Such notice or such
later date as the Parties shall have agreed and Aficle '!9.4 shall:apply.
;,'1i1,,
""r:r,.:
19.3.
Consequences of
19.3.1.
Termination
consequences
a.
'i. , "
'ii"'" '
'{o, re
,#
t't'
,.
.J.
d,,.,0,r
,:'-i
1i,""r
b.
u.
ln the event of termination of this Agreement after the Commercial Operation Date
due to an [SPC] Non-Remediable Event, (i) PERTAMINA shall be entitled to purchase
ln the event of termination of this Agreement after the Financing Date due to
21 October 2016
PERTA}IINA
,,
19.3.2. Survival
The provisions of Articles 1, 11.4,'16, 19.3 and 20 shall survive the termination of this
Agreement.
Waiver on Termination
For the purpose of termination of this Agreement, the Parties hereby waive the provisions of Articles
1266 and 1267 of lndonesian Civil Code, but only to the extent that judicial award would otherwise be
required for early termination of this Agreement.
ART]CLE 20
DISPUTE SETTLEMENT
20.1.
MutualDiscussions
lf
any dispute or difference of any kind whatsoever (a "Dispute') arises between the Parties
in
connection with, or arising out of, this Agreement, or the breach, termination or validity hereof, the
Parties shall attempt, for a period of thirty (30) Days after the receipt by one Party of a notice from the
other Party of the existence of the Dispute to settle such Dispute in the first instance by mutual
discussions between the Parties.
20.2.
'l' tl"
lndePqf.lilent Expert referred to in Article 20.2.2 shall make all due inquiries and
shall renQer,.itsrrdeoision on the Technical Dispute and promptly notifo the Parties of such
decisiUil:',,:,Jhe.ddbision of
upg...l,1|.r.,.e
'
.''
the lndependent Expert shall be final and binding among the Parties
',-..
;|.
lf the'lnddfendent Expert does not render a decision within a period of sixty (60) Days of
its
,ppo,intment or longer or shorter period as the Parties may agree in writing, either Party may,
:' upon giving notice to the other Party, terminate the appointment of the lndependent Expert. lf
,
the appointment is terminated, either Party may refer the Technical Dispute to arbitration
in
"
The lndependent Expert shall be deemed to be acting as an expert and not as an arbitrator.
Arbitration
20.3.1.
lf the Dispute cannot be settled within thirty (30) Days by amicable settlement as contemplated
by Article 20.1 , and referral to an lndependent Expert is not elected by the Parties pursuant to
Arlicle 20.2.1, or if a Party so requests in accordance with Article 20.2.4 hereof, the Dispute
shall finally be settled by the lndonesian National Arbitration Board (Badan Arbitrase Nasional
lndonesia (BANI')) as initially appointed by such Party in accordance with the rules of BANI.
21 October2016
,8
PERTA'$INA
Each Party will appoint an arbitrator within thirty (30) Days of the date of a request to initiate
arbitrations who will then jointly appoint a third arbitrator within thirty (30) Days of the date of
the appointment of the second arbitrator, to act as chairman of the arbitration tribunal.
Arbitrators not appointed within the time limits set forth in the preceding sentence shall be
appointed by BANI in accordance with the rules of BANI. Both Parties undertake to implement
the arbitration award. The site of the arbitration shall be Jakarta, lndonesia. Pursuant to Article
48 paragraph (1 ) of Law No. 30 Year 1999 concerning Arbitration and Alternative Dispute
Resolution ('Arbitration Law'), the Parties agree that the arbitation shall be complete(,yvithin
one hundred eighty (180) Days from such later Day as may be extended in accordancg:,,y,vith
..,,r,,
':;l
Article 33 and Article 48 of the Arbitration Law.
r...:
,,,,.
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,,,"
20.3.2. The award rendered shall apportion the costs of the arbitration. ln accordanqe
With;ArtiF,h S0
paragraph (1) of the Arbitration Law, the Parties agree that the Tribunal need rlot be bound by
strict rules of law where they consider the application thereof to partiit{ar ftatters to be
inconsistent with the spirit of this Agreement and the underlying intent oJ the P,artles, and as to
such matters their conclusions shall reflect their judgment of the gg'irrinj interpretation of all
relevant terms hereof and the correct and just enforcement of thts Agj,redrhent in accordance
with suchterms.
.,,,,.,.r,,,,1,
in writing and shall set forth rf.r 1,ga'gpnable detail the facts of the
Dispute and the reasons for the arbitration tibunal's deciS'iqp'r','' i"
20.3.4. The award rendered in any arbitration commenced hqleunder shall be final and binding upon
the Parties and judgment thereon may be elteied in?ny court having jurlsdiction for its
enforcement. The Parties hereby renouncef/the-ifirrght to appeal from the a decision of the
arbitral Tribunal and agree neither eafi sfe[a'ppeal to any court from decision of the arbitral
Tribunal. ln addition, the Parties agrdel$at nEitfter Party shall have any right to commence or
maintain any suit or legal proceediri$.ilfonOe'tning a Dispute hereunder until the Dispute has
been determined in accordappg'WithJhe urbitration procedure provided for herein and then only
to enforce or facilitate the exec{idnOf the award rendered in such arbitration.
During the pendency of any'lr1$qgdndent Expert proceeding or arbitration:
21.3.5.
r,','
,i
a.
b.
,Neithq PERTAMINA nor [SPC] shall exercise any other remedies hereunder arising
"ll,::f":l[:J:lii:l;:]:'fi
.
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21.1;
;:i,fi:i:'x3":f:ilffi :,HJ:'J":".;:[]Til;
ARTICLE 21
.Assignment
21 .1
.1.
of [SPC]. Any
actual,
attempted or purported sale, assignment or other transfer by [SPC] of any of its rights or
21 October2016
L
,,
PERTAMINA
obligations or interests in, under or pursuant to this Agreement that does not comply with the
terms of this Article 2'l .1 shall be null, void and of no force or effect.
21 .1
21.2.
.2.
Subcontractor
21 .2.1
21
2'1.3.
[SPC] shall not, during the Term, transfer the ownership of the Terminal and the ownership or
the possession of the land of the Site and Special Facilities Site to any third party.
.2.2.
[SPC] shall not subcontract any part of or the whole of its obligations hereunder without the
prior written consent of PERTAMINA (which will not be unreasonably withheld). [SPC] shall be
responsible for the acts or defaults of any subcontractor, its agents or employeqg as if they
were the acts or defaults of [SPC]. [SPC] may not use the fact that an act or omission was
performed by an employee, Agent or subcontrastor as a defence to any claim under this
Agreement or at general law.
PERTAMINA may participate fully in all communication, meetings and negotiations with each of
the contractors hired by [SPC] for EPC Contracts and operators for operation and maintenance
of the Terminal, and, at the request of PERTAMINA, [SPC] shall disclose to PERTAMINA all
related information or documents, such as the tender process ,documentation, request of
proposals, clarifications and other correspondence ,and the bids and offer from such
contractors and/or oPerators.
Transfer of Shares
..
[SPC] undertakes to PERTAMINA that, except.for pedges or assignments pursuant to the Financing
Agreements, the Shareholders will not sell, assjgn, transfer, mortgage, pledge or otherwise encumber any
shares of capital stock of [SPC] ("Shares') exceg,,ps foftpws:
'
a.
t'
after the period of five (5) years"fqllotving the Commercial Operation Date, any shareholder of
[SPC] other than the majorfi.y Shlreiolder may transfer a portion of its Shares to any other
Person;
b.
after the period of Seven'(Z) years following the Commercial Operation Date, the majority
Shareholder may,transf#bportion of its Shares to any other Person; and
c.
any shareholder of'[$S] may make any other transfer of its Shares for the purposes or the
reasons fbr co4tinuation of the Project, or the operation of the Terminal, with the prior written
'il
consefi{oJ PERTAMINA,
provided, in.,arty event, that a Sharehotder shall not be relieved of any of the obligations under this
Agreemeql! as.,lhe'result of any transfer of Shares referred to in this Article 21 .3 so long as it or any
Affil.iatd'of Sush,Shareholder continues to own any of the Shares.
ARTICLE 22
TRANSFER
22.1.
.1
lmmediately upon the expiry of the Term of this Agreement, [SPC] shall transfer the Terminal to
PERTAMINA or its assignee, all of [SPC]'s rights, tite and interests in the Project, tee and
clear of all liens and encumbrances in accordance with Appendix L.
221
.2.
PERTAMINA is entitled to retain any paymentof the Project Cost payable in the last Contract
Year ofthe Term up to the occurrence ofthe Transfer Date.
21 October2016
,r
22.2.
PERTAMINA
22.2.1. At any time after the Financing Date through the end of the Term, PERTAMINA may exercise
an option to purchase all of [SPC]'s right, title and interest in the Project, for the price set forth
in Section 2 of Appendix K. [SPC]'s right, title and interest in the Project shall be transferred to
PERTAMINA in accordance with the provisions of Appendix K.
22.2.2. ln the event that PERTAMINA exercises an option to purchase all of [SPC]'s
rightr,.title and
interest in the Project upon termination under Articles 18.2.3, 18.2.4 or 19.3.1(b) and {g),
PERTAMINA shall give [SPC] a Purchase Option Notice within thirty (30) Days following the
Notice.
',,_.';lri.'!'
22.2.3. The Parties agree that any obligations relating to the transfer of the projd]gr,and.
aitt ot [SpC]'s
right, title and interest in the Project as set out in Appendix K shall surviv6'the.ieimination of
this Agreement.
22.3.
to in Article 22.2 hereof or prior to the expiry of the Term, [SPG]sh$ll,,,Ct ttre pentRUtlNA's request,
asslgn to PERTAMINA or its appointed person all cpn1p3s1s\riCtuOing Project Documents or
with the Prolect.
subcontracts which [SPC] has entered into with third partiepiri"qar(nCbtion
ji]ii"
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23.1.
Governing
Law
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f.
This Agreement shall be gove;.ned'hy.. a,1d construed in accordance with, the laws of the Republic of
lndonesia.
23.2.
Amendments
iii.,
I:1.
23.3. Governingl*,anguage
r The text of this Agreement is made in both the Bahasa lndonesia and English languages. The two
' versions of this Agreement shall not be construed as separate documents and, when taken together,
' , shall constitute one and the same instrument. ln the event of any conflict or inconsistency between the
English language version and the Bahasa lndonesia language version of this Agreement, the English
language version shall prevail and the relevant Bahasa lndonesia language version shall be deemed to
be automatically amended to conform with and to make the relevant Bahasa lndonesia text consistent
with the relevant English text.
23.4.
Notice
Any notice or other communication to be given hereunder, may be made in the lndonesian language, in
writing and shall be sufficiently given if delivered by registered mail, courier or hand-delivered against
written receipt or if transmitted and clearly received by facsimile transmission addressed as follows:
21 October 2016
L
,,
PER,TAMINA
Facsimile
LI
LI
Telephone
L-J
Attention
b.
Pr lsPcl
[Address]
tl
Facsimile
LI
Telephone
tl
or sent to such other person by registered mail;'.,0ourier, or hand{elivery to such other address as any
Party may designate for itself by notice.glven ip. acoordance with this Article 23.4. Any such notice shall
be deemed to have been received on the datg"of delivery.
23.5.
.l,ti
Gonfidentiality
'
t':r:r,'
23.5.1. Each Party agr@s tnat ii witt, and will ensure that its employees, officers, commissioners
and
directors will, and will make Reasonable Efforts to ensure that its agents will, hold in confidence
all informdtid,p, docutirentation, data or know-how disclosed to it by the other Party and
designated in wriling as'confidential' (the "Confidential lnformation'), and will not disclose to
any third party.s use Confidential lnformation or any part thereof without the other Party's prior
writteni.qpproval, provided that Confidential lnformation may be disclosed to (i) a Governmental
I,nstriimehtality pursuant to Legal Requirements and (ii) to financial institutions, bonafide
l.rpoteniihl purchasers, and consultants and contractors whose duties reasonably require such
.,r" ,,r ",,, .other party shall first have agreed not to disclose the relevant Confidential lnformation to any
other person for any purposes whatsoever.
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part of
""""'?:?-5.2. The restrictions in Article 23.5.1 shall not apply, or shall cease to apply, to any
':'
the
a.
b.
officer,
commissioner or director of the recipient Party at or prior to the time of the disclosure;
or
was obtained by the recipient Party in good faith from a third party entitled to disclose
it.
21 October2016
,#
PERTA'$INA
23.5.3. The restrictions contained in this Article 23.5 shall survive the termination or expiry of
this
Agreement.
23.6.
Severability
The illegality, invalidity or unenforceability of any provision of this Agreement under the
Legal
Requirements or determined by any court of competent jurisdiction or by an arbitral tribunal under Article
20 shall not result in invalidation of the entirety of this Agreement. lnstead, this Agreement,e$.Fll be
construed, if possible, in a manner to give effect by means of valid provisions to the intent of the Parties
the particular provision or provisions held to be invalid, and, in any event, all other terms-,gfall remain in
full force and effect. Following any such determination, the Parties shall negotiate.in gq6dfaiifi:new
provisions to restore, as best as possible, the original intent and effect of this ngree,.Sre,l.j;,
i,ii
23.7.
'{:''
"';, j
Waiver
ii'
.,r':i.
Neither Party shall be deemed to have waived any right under this Agreen:lentirunlEss such Party shall
have delivered to the other Party a written waiver signed by an authorizep off.bef'of such waiving Party.
No delay or omission in the exercise of any power or remedy shall be:ponSti'ued to be a waiver of any
'r'. ':' ,r, I '
default or acquiescence therein.
.'
23.8.
.':.1,]
i!
Entire Agreement
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This Agreement constitutes the entire agreement b.gt\,,reeh".PERTAMINA and [SPC] concerning the
subject matter hereof. All previous documents,.",nndertafihgs'?nd agreements, whether verbal, written or
otherwise, between the Parties concerning thb sufiectip5tter hereof are hereby cancelled and shall not
affect or modify any of the terms or obligatioltq;set f.gfth in this Agreement, except as the same may be
made part of this Agreement in accorda.nce with its terms, including the terms of any of the Appendices.
The Appendices are hereby made qil iniggral part of this Agreement and shall be fully binding upon the
Parties.
'lr
ln the event of any inconsistegcy'Uetween the text of the Articles of this Agreement and the Appendices
and/or Schedules hereto, or in lhe event of any inconsistency between the provisions and particulars of
one Appendix/Schedule and tho5e of any other Appendix/Schedule, PERTAMINA and [SPC] shall
consult to resolve the inconsist-incy
23.9.
li'-l
' ':
Each of.thg Pqrties agrees to execute and deliver all such further instruments, and to do and perform all
such frifther.aCts and things, as shall be necessary or convenient to carry out the provisions of this
Agrdemdn!,
,,,.ir
.:
.
' Each Party shall pay its own costs and expenses (including, without limitation, the fees and expenses of
. its agents, representatives, advisors, counsel and accountants) necessary for the negotiation,
preparation, execution, delivery, performance of and compliance with this Agreement.
23.11.
Waiver of lmmunity
Each Party hereto unconditionally and irrevocably:
a.
agrees that the execution, delivery and performance by it of this Agreement constitute private
and commercial acts rather than public or Governmental lnstrumentality acts;
21 October2016
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PERTA}IINA
b.
agrees that should any legal proceedings be brought against it or its assets in relation to this
Agreement or any transaction contemplated by this Agreement no immunity (sovereign or
otherwise) from such legal proceedings shall be claimed by or on behalf of itself or with respect
to its assets, to the maximum extent permitted by Legal Requirements;
c.
to the maximum extent permitted by Legal Requirements, waives any such right of immunity
(sovereign or otherwise) which it or its assets now has or may acquire in the future; and
d.
Requirements
a.
,.
to:
'
to the maximum extent permitted by Financing Agreements, give preference to the use of
construction equipment and other equipment, materials
manufactured in
b.
l' .
lndonesia;
and
,.:.
to the maximum e{ent permitted by Financing Agreemqnts, give preference to the use in the
performance of its obligations under the Project.Docl,timents to lndonesian labor (both skilled
and unskilled), lndonesian supervisory, profgssipnatand other personnel, lndonesian services
and lndonesian contractors;
c.
use in respect of any insurance poliiies obtained in connection with the Project lndonesian
i
d.
ns
ra
a.gE
ntsf and
23.13. No Partnership,,,
t"i
-
'
Nothing ontaiftgd i4i'this Agreement shall be construed to create an association, partnership, or joint
ventur-eldlmp6pe a trust orpartnership duty, obligation, or liability on or with regard to either Pa(y, or to
create d'ily'duty'r'standard of care or liability to any person or entity not a Party hereto. Each Party shall
liable individually and severally for its own obligations under this Agreement.
,.be
"i,:':.,
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[SPC] represents and agrees that no person or entity has been retained or employed to solicit its
participation in the Project upon any arrangement or understanding for the payment of any commission,
fee or other compensation of any kind, except for payments to bona fide employees of [SPC] or
bonafide commercial agents maintained by [SPC] for the purpose of securing business. [SPC] further
represents that neither it nor any of its officers, directors, commissioners, employees or agents have
made, received, provided or offered, and [SPC] agrees that neither it nor any such other entity or person
shall make, receive, provide or offer, any gift, entertainment, payment loan or other consideration for the
purpose of influencing the procurement of any particular item required for the Project or the selection of
any particular [SPC] or subcontractor, or otherwise for the purpose of influencing any individual or
21 October2016
L
,C
PERTAMINA
organization to a course of conduct in any way relating to or affecting the Project, except for any
payments permitted by the previous sentence and except for incentive payments by a Contractor to
suppliers and subcontractors in connection with the performance of their work. [SPC] shall cause a
provision similar to this Article 23.14lo be inserted in all of the Project Documents.
to
PERTAMINA, that
it
indirectly:
pay, offer, give or promise to pay or authorize the paymenl.ot
a.
it,
'ri
any'monies or other
:l \.
(i)
(ii)
(iii)
(iv)
(v)
any other Person at,,the *ugdiitslj6n, request or direction or for the benefit of
any of the above-described Peisons; or
ti;l,:,,.l{i
b.
9lmJl.r,Jtoti,,directly or
int"#qdilg
ir'tr'
oiganization;
.;i
in each case, if tNS is i.A;''Xj.btation of or inconsistent with Law No. 8 of 2010 regarding
Prevention and,sqppress.,ib-n of Money Laundering Crimes and Law No. 31 of 1999 as
amended y.ith L6vv"No,90 Year 2001 regarding Eradication of Corruption, including
anV related liq051 ReOuirements and any amendments thereto.
23.16.
Counterparts
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This Agreemen! tnay'bO diecuted in one or more counterparts each of which shall be deemed an
original and,haV'e,the,,,s'ame legal effect, but all of which together shall constitute one and the same
instrumqnl,,, ',..,
'i
lN WITNESSWttEnEqF, each of the Parties has caused this Agreement to be executed in two (2) copies, each
of which shalt.,le deemed to be an original as of the day and year first above written.
L-I
PT PERTAMINA (Persero)
PT
Name
Name:ll
Title : t
Title
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21 October2016
Page 61 of BOOTAgreement
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Appendix A
1.
PERTA'IIINA
Definitions
All capitalized terms used herein shall have the meanings given to them in the Build-Own-OperateTransfer Refrigerated LPG Terminal Agreement (the "Agreement') to which this Appendix A is
attached, except as otherwise defined herein.
When used herein, the defined terms set forth below shall have the following meanings:
Gas.
,.
.
.
Agreement).
'
"
Design.
"Jetty A' shall have the meaning set out in Section 4.4 hereof.
"Jetty B' shall have the meaning set out in Section 4.4 hereof.
"Jetty C' shall have the meaning set out in Section 4.4 hereOf.
"Pressurized Tank' means the pressurized tank of the Ter,.$!nd.for storage of Pressurized Tank, with
,,'-:..
. ,.i l
'Refrigerated Tank" means the refrigerated taof of.the'deiminal for storage of Propane or Butane
tr.,lt
(whenever the context permits).
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2'
General
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The Terminal consists of complete .6et
off'Refrigerated LG tank, complete set of Pressurized tank,
complete set of Jetty Facilities -an4, othei'equipment related to the process such as pump, piping
system and accessories, heat#-ichdhgei, instrumentation and control system. The entire facilities and
equipment of the Terminal shdtli,be brand new and will be financed, designed, constructed, tested,
commissioned, owned, operated and maintained by [SPC].
fi is s:gneral
of the design and equipment parameters of the Terminal, which
is designed specifically fol tlie Terminal. lt remains [SPC}s sole responsibility to design the Terminal in
such a way as"t6t,ess1t5B [SPC]'s performance under the Agreement regardless of PERTAMINA's
recommend6tio6 reghrding such design.
This Appendix
'
.:
ln thq.design offie Terminal [SPC] shall also comply with the applicable Legal Requirements including
Legpl Req uirdrnents relating to environmental req uirements.
,-
3.
'fi,
3.1.1.
This FEED shall consider and include the following future readiness/provisions
against foreseeable construction difficulties once the Terminal facilities becomes in
operation:
a.
segregated headers
b.
c.
operations
tie in connections
Boil Off Gas (BOG) system facility
21 October2016
filling)
,r
PERTAMINA
FacilityThroughput
The facility shall be designed hydraulically to be able to handle 110% ol the_.design
rate.
3.1.3. Design Condition
.,,-"1
FEED
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MechanicalDesign
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3.2.1.
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Design
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The refrigerated tank design shall consider following itq,.ryr.i " '1
a.
b.
c.
operations.
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3.2.2.
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The Contractor shall speiify,,*iiiy special materials of construction that they considers
to be more practicql-9,1, accg,pdit$lb
3.2.3.
a.
b.
11"r.,
PUmPi
utility facillty (such as instrumenUplant air generation unit and N2 generation unit).
,i:"
3.2.4.
;-Piimp Setiaion
Canned/pot submersible pump shall be utilized for the ease of maintenance.
3.2.5.
Electrical motor driven type shall be selected except for fire water pumps.
3.3.
Civil Design
3.3.1.
General
The civil structures/buildings are as follows and are integral parts of the Terminal:
a.
b.
c.
d.
e.
f.
S.
h.
Pipe supporUrack
Pump/Compressor shelter and foundation
Control room at filling shed and jetty
Operator room
Guard house at main gate, filling shed and jetty areas.
Sewer system
Rain water system
Jetty A
21 October2016
t
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j.
k.
l.
m.
n.
o.
p.
q.
r.
s.
t.
u.
v.
w
x.
3.3.2.
PERTA'}iINA
Jetty B
Jefty C
Trestle
Road and bridge
Pavement
Bund wall
Fence and gate
Substation and power house
Fire station
Tanker Foundation
Warehouse and Wokshop
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Filling shed
'i,
Weighting Bridge
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Marine Equipment Room
Office/Main Control Room, mosque, canteen, clinic, waiting room,'at$lling shed,
and garden
Laboratory
,1
Piping
Design
3.4.1.
Plot
Area
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,,.
. ""
General plot plan as detailed p.lant locaiion, shall be as follows (for reference only):
itr .ul
,lin,
3.4.2.
ThermalAnalysis
Thermal expansion and contraction shall be carefully considered and evaluated for
any required counter measures which shall be accommodated in the piping design.
21 October2016
l.
,-
3.5.
PERTA'}TINA
Safety Design
3.5.1.
Safety Facility
The facility shall be designed with sufficiently dedicated fire protection and firefighting
systems.
3.5.2.
:;;,j ':i r
level).
3.5.3. Flare System
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Terminal Operating
4.1.
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Consideration
TerminalDesign
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Lifetime
,. ..
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The Terminal shall be designed for operation life,f-liii.e,ai'rftillow:
Jetty
Facilities
: 30
years
4.2.
..,.,,..,'"''
hours "t,
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. n. "
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The Terminal shall ,5e chpabb"idf operating in accordance with the design capacity. The
Pressurized LPG specifications defined in Section 4 hereof shall meet all flow rates within the
specified operation range.
,
4.3.
Thel Tenninal,rshall be designed with BOG system capable of recovering any of BOG
.,gepergted,t which shall be compressed, condensed, and then sent back to the Pressurized
lTank:or feturned to the Refrigerated Tanks. The BOG system shall be dedicated to each of C3
,,,r,,' ,., and Q4 storage system respectively, where the FEED design capacity shall consider for only
' one (1 ) C3 Refrigerated Tank and one (1 ) Ca Refrigerated Tank. Any consideration for the
futurs load shall be decided later with PERTAMINA.
;,,
The BOG system shall contain equipment (but not limited to) as follows: BOG compressor, KO
drum, BOG condenser, BOG condensate drum, BOG condensate pump.
',,
:
,,,. , ::.
''
4.4.
Jetty Facilities
The unloading and backloading operations shall be performed by using 3 (three) jetties and
trestle:
Jetty of the Refrigerated LPG terminal ('Jetty A")
21 October 2016
l.
,-
PERTAI}TINA
This Jetty A shall have capacity of 10,000 - 44,000 MT (25,000 - 65,000 DWT)
with two (2) sets of marine loading arms (MLA) consisting of:
(i)
one (1)set of marine loading arms for Propane (liquid and BOG); and
(ii)
one (1) set of marine loading arms for Butane (liquid and BOG).
,r
.,r,
b.JettyofRefrigeratedLPGandPressurizedLPGterminal(..JettyB,)..l:...
This Jetty B shall have capacity of 1,800 - 10,000 MT (3,500 :,25O00:DWT) with
'
three (3) sets of marine loading arms (MLA) consisting of:
(i)
(ii)
(iii)
one (1) set of marine loading arms for Propane (liquid and BOG);
one (1) set of marine loading arms for Butane (liquid and BOG); and
one ('l ) set of marine loading arms for Pressurize!,l-PG {liquid and vapour).
)
After the Terminal becomes in operation, this Jetty B will be utilized for backloading of
either the Refrigerated LPG to semi/fully refrigerated coastal tankers or Pressurized
LPG to the pressurized coastal tankers in-,gftdq.4ate,.oneration modes.
c.
;l:-' t't'r'r;1
''
C)
This Jetty C shal nave capdiily ot 6o0r- 2,500 MT (1,800 - 6,500 DWT) with one
(1) set of marine ,"rlln arm5i:(ffifor Pressurized LPG (liquid and vapour).
After the Terminal fiicorySq in operation, this Jetty C will be utilized for backloading of
Pressurized LP,,,Q.!.d ressuti2ed coastal tankers in alternate operation modes.
The above friej,{fi'es shall be supported with other supporting facility, such as power
supply;.jetty operFtor/control room, fire monitor, gangway, catwalk, navigation lamp,
cathodic protection and other utilities.
rti
,,,].,,.,
,*,.,the''jdfty Facilities shall sufficiently comply with the minimum requirements for safe
',,. bqfthi*g of any vessel and shall accommodate sufficient room for future expansion
i'
4.5.,
"",ii"it*"lopment
of Jettv Facilities.
Uttli{y,8equirements
,Application of sea water shall be maximized for the following:
C3 Heater
'1it,,
a.
b.
c.
d.
C4 Heater
BOG Condenser
Fire Water make-up
21 October2016
,8
l'
4.7.
PERTA,}TINA
Odorant System
4.8.1.
Pressurized LPG for household user may require such product to be odorize$fince
LPG is colorless, odorless and heavier than air in the vapor state, it is ne6pss$q,y,Jo
add an artificial odor to warn users of its presence, so LPG leak corild:ibag$y
distinguish
".
4.8.2.
,i. "r;
Pressurized LPG, Prop.g$go and Butane for industrial user (i.e. aerosol industries) may
not require o.d.o;gnt,j1lec!i0n, due to user product specification, or for C3 refrigerant.
For this sp.g,cific'iihdUstrial user then Pressurized LPG, Propane and butane will not
injected with odorant. The pipe system and loading facilities will be separate with LPG
for household uq.r.
'',.1.
,,ti,
5.
Distribution of LPG
5.1.
Specificdionof
LPG
The Refrigerated LPG (both Propane and Butane) and the Pressurized LPG shall confirm the
following'specifications, as required under Decree of Directorate General Oil and Gas No.
, 26525W1O|DJM.T/2009 dated 31 December 2009 and letter from Directorate General Oil and
Gas No. 5493/18/DJM.TI2014 dated 9 May 2014 to PT Pertamina (Persero) regarding
Penambahan Penggunaan Alternatif Metode Pengujian LPG) (as attached hereto as Schedule
A-1):
a.
Specification of Propane
Parameter
Properties
Unit
Method
Minimum
Spesilic
Gravity
at 60/60 "F
Vapour Pressure
100 "F
Maximum
To be reported
psig
21 October2016
210
ASTM D-1657
ASTM D.1267
,,
Private and
PERTATIIINA
Confidential
eoorAsreement
Weathering Test
at 36 'F
%vol
Copper
Terminatproject
ASTM D-1837
95
ASTM No.
hr/100 "F
Corrosion
ASTM D 1838
Grains/
15
ASTM D-2784
Total Sulfur
1
00 cuft
Composition:
C3
% vol
C4 and heavier
% vol
Ethyl
or
Buthyl
ASTM D-2163
95
2.5
ml/'100 AG
50
mercaptan
added
b.
Specification of Butane
Parameter
Properties
Method
Unit
Minimum
Maximum
Spesilic Gravity
at 60/60 'F
ASTM D-1657
pstg
Vapour Pressure
70
ASTM D-1267
100'F
Weathering Test
at 36 "F
ASTM D-l837
95
1 tii/1r00 "F
Copper
No.1
ASTM D 1838
15
ASTM D-2784
ii'i
Corrosion
'
,.I
Grains/
Total Sulfur
100 cuft
Cornposition:
C4
o/o
C5
% vol
C6 and heavier
% vol
Ethyl
or
Buthyl
vol
ASTM D-2163
97.5
2.5
NIL
ml/100 AG
50
mercaptan
added
Parameter
Method
Unit
Properties
Minimum
Spesilic Gravity
at 60/60 'F
Code:
RFP-001/T00300/2016-53
Maximum
To be reported
21
October2016
ASTM D-1657
Page6SofBOOTAgreement
,E
PERTAMTNA
psig
Vapour
Pressure
"'EtbTl,?::[X"J''"'
145
ASTM D-1267
100
OF
Weathering
Test at 36 "F
Copper
Corrosion
%vol
ASTM D-1837
95
hr/100 'F
No.1
Grains/
ASTM D 1838
15
Total Sulfur
1
00 cuft
No Free Water
Water Content
c2
o/o
c3&c4
% vol
c5
% vol
vol
0.28
Visual
ASTM D-2163
97
2.A
Ethyl or Buthyl
mercaptan
ml/100
AG
50
added,
5.2.
",/,*
'i'-,
Tanker Size
,;rit'
Tanker Type
':'Capacity
Remarks
r, (MT)
(m')
44,00015
VLGC (Unloading)
o/
to
86,000
10,000
19,500
10,000
19,500
2,500
5,000
5.2.2.
Capacity
Tanker Type
Remarks
(MT)
(m')
15
30
Code:RFP-001/T00300/2016-53
21
October2016
Page69of BOOTAgreement
,s
PERTA'IAINA
Operation Mode
Following the occurrence of Commercial Operation Dated [SPC] is required to distribute the LPG from
the Terminal to PERTAMINA, via ocean delivery and inland delivery, as described below:
TO
L
c
o
F
(,
(L
ITEMS
(E
o)
o
Refrigerated LPG Tank
o
o_
o)
oo
b*6
(#3)
(#4)
'r=
=
o
o
o
0( -g
oi(
2.8
5o
o-F
.E
o
(,
E
o
(EX
.Pk
(D'
(E
'=A
to
oo
.9)
o
N
(#2)
o
=
o
o
.Y
Eo
I
c
t-
o
o
L
.v,
ai
Eb
(!
(o
F
-v.
9r
F,
o
cl
o-
(E
F
o
c
J
ro
o
N
lz
,.
-Y
($
F
!.
.irO
N'
.C
(E
s'
(#7)
1...,
.)
'dt
F:
'
U)
o
o
X
Y
tTL
VLGC
(#8)
(#s)
(#1)
N.l
Where:
",'i
Y : denotes operation
N : denotes nol in operation
-.,,,,,,,r.t'
'ii
5.'3
'l t
ril
:,,'"t,,.,,.,",,j" u.
b.
'
5.3.2.
a.
of c3 & c4
b.
of c3 & c4
c.
d.
21 October2016
,8
PERTA'$INA
e.
t.
.!.il]!*!.ti-qg 6.
n$NeMr& cr
| ,,r
lErY-q
t:
..r#'h*.
JETTY C
!..
-i-'
-,-,,----*.-,'**'.-{
hr:sAfi&i
ts25 fl
,il:"
-& -.,t'fif'
""[*s'r ]
rtrcc
(,mffi
'tl"
rerr(a
(AVEWE 15 trr)
nf*
fl_Ll.Ir{G.sFEg
,{i"
5.4.
t
.'rarxram I B
l#
Remarks
wt.%
MT
Loading
64.0
1,920,000
18.0
540,000
C3 = 50%
17.0
510,000
C4= 50%
0.5
30,000
0.5
30,000
100.0
3,000,000
Percentage:
Note: The throughpuVfigure shown above are for reference only, any decision for the actual
realization of these figures shall be decided by PERTAMINA at later stages
21 October 2016
L
,,
5.5.
PERTAfrTINA
The operation stock volume for C3 Refrigerated Tank or C4 Refrigerated Tank shall be
respectively 44,000 MT. For the Terminal, only one (1) tank shall be considered in this project
scope for each C3 and C4. The refrigerated tank shall become the LPG supply to the
3x2,500MT Pressurized Tanks.
5.6.
Normal
Minimum
P
(Kg/cm2g)
('c)
(Kg/cm2g)
Pc)
Bubble
Point
Bubble
Point
LPG Press
Coastal Tanker
11.8
Ambient
11.&,:
Ambient
C3 LPG Tank
Truck
11.8
Ambient
C4 LPG Tank
11.8
Ambient
Bubble
Point
1'1.8
Ambient
Items
Truck
LPG Refrigerated
Tank
LPG Pressurized
Tank (existing)
5.7.
Capacity
(MT)
VLGC
44,000
52
,SR/FR Coastal
10,000
18124
Remarks
Tanker
2,500
10
15
C3 Tank Truck
C4 Tank Truck
Pressurized Coastal
Tanker
LPG Mix Tank Truck
21 October2016
t
,-
PERTATI1INA
5.8.
6.
Electrical
The facility shall be designed by utilizing Perusahaan Listrik Negara (PLN) as main power supply.
Power supply backup shall be generated by the new generators, complete with th'6.kiad,shedding and
synchronizer system (automatic load distribution
7.
"
system).
lnstrumentation
7.1.
,..
,,'
,:,:ri)1i.r, .i
..r'....:,,1,,
TerminalAutomation
:,::..
rr"
ti:
jri:i:
The facility shall be designed with the Terminal .AutonlaticinSystem (TAS) where it will be
utilized for any activity related with the unloading, stOckpiling and unloading operatlons. lt will
also cover the parallel operation of unloading frqrn.Jetty. A and backloading to Jetty A and Jetty
B.'
7.2.
Emergency Power
Supply
.,,,
"'
Emergency power supply 9n-qJt Oe. designed based on study of operation in emergency
7.3.
,:i
la
ExchangerFouling.Mohit6i'1,"1,,r:l'
........
Exchanger shall be equipped with the fouling monitor system which consists of flow instrument,
pressure instrunrent and tbmperature instrument where these data shall be further calculated /
processed;in the piucess control to show the real time fouling condition.
8.
Other T
.rrrr.,..
.,rl
Other tQchnical requirements for the construction of the Terminal shall be as set out in Schedule A-2
h^-^a^
her.eto,
21 October2016
Page
3 of BOOT Ag reement
,e
PERTA'IIINA
Schedule
OIL
AND
GAS
No.
5493/18/DJM.T/2014
KETENTERI,A]II ENERGI DAN SUMBER DAYA MI'iIERAL REPUBL]K INDOHES]A
BUTTII
GEDUNG PLAZACENTRIS MIGAS, JALAN H.R. RASUNA SAID KAV 8.5. JAKARTA 12910
TROMOL POS : 1296/JKT
100.12
Nomor
Lampiran
Hal
(HUlIrlNG)
FAXSIMILE : (021)
5269114
e-msil :
DWE@UlM.gXfujg,ji
Yang terhormat
Direktur Utama PT Pertamina (Persero)
Jl. Medan Merdeka Timur No. 1A
Jakarta
Mei 2O14
.l
Menunjuk surat Direktur Umum PT Pertamina.(Persero) No 0471100000120147 Maret 2O'14 perihal permohonan penggunaan allernatif metode uji
parameter LPG dan berdasarkan evaluasi dan pemh,ahaaan bersama PT Pertamina
(Persero) dan PPPTMGB "LEMIGAS" atas usulan enr,raksud, bersama ini kami dapat
S0 tanggal
sebagai berikut:
metode
penambahan
';;
1i
"'ir- ',,,'i"
Jenderal
1:ii!;1,\...!rl
:::
''
'^i...
t\.1,
'
''t,rrroi'
Tembusan:
.itli,iilit "
Mineral
.,..n
21 October2016
Confidential
BoorAgreement
,8
Schedule
Private and
PERTAMINA
A-2
[Technical Proposal]
q&
ffi.
is qp-mn
*
{**q
"js,
$s.
Sid"
dpk-*3&**
S ,f*.
^1&. Si
,S
Wffid-.
&"#
"
#%
W
ed'
s+%"
d.d.fltr
ru' d#
-Sffi--
pa*W
ffidE
*ryYq*rtr
..,ffi.
^#
qr$,Wte,
*+,u,,
pfl
f,k*, **
*
'ad#j;s-
i_
\
1;
,,f*v**n}*...
"[
ed"
S*-*t'13"
,.;r\'*"u*,_.$l
-,*l
;i' 4s's$
rli "ilr'"'i**iY
ay" rS,
/ir 'ir
'Si
rl]
ri??
v[#-'
,d "'lf*
fill
''r,r,,
,Sr,^,
"s,{
Code:
RFP-001/T00300/2016-S3
21
October2016
PageT5ofBOOTAgreement
t.
,,
PERTA'ilINA
1.
Definitions
All capitalized terms used herein have the meanings given to them in the Build-Own-Operate-Transfer
Refrigerated LPG Terminal Agreement (the "Agreement') to which this Appendix B is attached, except
as otherwise defined herein.
2.
Milestone Schedule
The Milestone Schedule for the Project shall be as follows:
Schedule
Milestone
A.
Commencement of construction
Execution Date
Financing Date
Financial Close
as
Post Commercial
copy'
months as
the
Commercial
Operation Date
Transfer
20th anniversary
Pdtq
;,.|::
'a.
i,r
'.i.lrlr,',!rl
:.,
..
:,
twenty
from
Commercial
i:
of
the
Operation
Date or 30 September
2039 (which ever is earlier)
.:i
14001
8001
21 October2016
,3
PERTA'}IINA
1.
Financing Date
1.1
Proiect
Documents
t
,.,,,,
i,-
,.1
[SPC] has provided the and complete copies of the Project Documents,dnfluding
the Financing Agreement and documents related to the Financlng flgreement
and each of the Documents) which have been certified qy aq. authorized
representative of [SPC].
b.
Governmental
(i)
Authorizations
. i, ,iit'li ,
(a)
(b)
. '
(d) ' :.
,(e)
[6 PC]
(c)
l,ehtd'
:i
,...,
""',r,,,1" Perusahaan);
irr,
i
..
(f)
Minister
of
Transportation approval
for the
operation and
(S)
(ii)
of all Consents
and
A copy of document(s) providing the legal right to use and control over and/or
ownership of the Site.
l.
,S
PERTA'IIINA
1.2.
Conditions Subsequent
Following the Financing Date and subject to any waiver from PERTAMINA, the following
conditions shall be fulfilled by [SPC] within thirty (30) Days from the Financing Date:
(i)
of
association
of [SPC],
(ii )
Governmental Authorizations
(i)
(a)
(b)
LpG Sem&nt?ra);
(c)
Provisional
P q,nylm p
(d)
.
(e)
,
'':':1
ii)
,,
ana n LP G
Seme
lJsaha
nta ra);
the
of all
Consents and
performance
lnsurance
[SPC] has provided copies of certificates or other evidence of insurance to the
satisfaction of PERTAMINA that the insurance policies and coverage specified in
Article 13 hereof and in Appendix D hereto are in full force and effect to the extent that
such policies are required to be in effect on the Financing Date.
21 October 20'16
t.
,ra
PERTAMINA
2.
2.1.
d.
(i)
(ii)
(iii)
SKPP;
true and complete copy of SKPI;
true and complete copy of
LPG):
',,,r, .,.,t
(/zrn
r:tr..itr,:r'...1..
'lt
,l
(v)
,.,..,,..
(iv)
..,;1"1,,,.
,o.,.ii,.,.,,,,
LPG);
'.
i,i"t)i,,,.
,
:,,,)
,,
.1,
true and complete copy of LPG Commercial Bt+sirtBss Permit (lzin Niaga
LPG) (as may be applicable);
,; , ,' '.
,1,:;,,
(vi)
(vii)
(viii)
as-built
J'
drawings;
, .,i' .1.i'
true and completq;csgy .Of Dproval letter from the local Metrology
mass flow meter, weighing bridge, tanks and automatic tank gauge
(ATG); and
(ix)
2.2.
by
b.
[SPC] procuras the Sinking Fund in accordance with Article 8.4 of this Agreement.
c.
Conditions Subsequent
:
Following the Commercial Operation Date and subject to any waiver from PERTAMINA, the
foliovving,conditions shall be fulfilled by ISPCI within I I from the Commercial Operation Date:
i;i
fl,
' . a.
b.
c.
d.
e.
21 October 2016
l'
,S
PERTAMINA
1.
Definitions
All capitalized terms used herein shall have the meanings given to them in the Build-Own-OperateTransfer Refrigerated LPG Terminal Agreement (the "Agreement') to which this Appendix D is
attached, except as otherwise defined herein.
General
2.
[SPC] shall obtain and maintain or cause to be obtained and maintained insurance policies from PT
Tugu Pratama lndonesia as the local insurance company with credit ratings or, if placed by insurers not
having the same credit ratings, from financially sound and reputable insurers agreed by FERTAMINA,
with credit ratings or, if placed with insurers with no such credit rating, [SPC] shall procure that such
insurances are fully or to the maximum extent permitted by the Legal Requirements reinsured by
reputable reinsurers with credit ratings no lower than AM Best lnsurance reporE.rating of "A-" or better,
and/or a Standard & Poor's financial strength rating of 'A-" or better, that generally contain provisions
which are reasonably standard in the insurance market with respect to LPG termihals, facilities of similar
size, technology, and location. These policies shall provide at least the types ciJ insurance coverage and
terms described in Article 13 of the Agreement and in Section 3 below, subject to the constraints of
availability on commercially reasonable terms in the local and international insurance market at the
times such insurance is required to be obtained. These poliqles shall contain cut{hrough (or similar)
endorsements to re-insurers. In addition to the periods of qgyerpge specified below, [SPC] shall obtain
such of the insurance coverages set out in this Appendix Q, ag:are appropriate for any period prior to the
Financing Date during which [SPC] is engaged in actiyiti+"1tthe Site.
3.
INSURANCECOVERAGE
3.1.
CONSTRUCTION PHASE
,.:,::
,.
.:,
,1.,
a.
,..
Liability
ConCtruttlon'Alt
nis*s (CAR) lnsurance
'
'i:lr,,.rr,''
'"i
(i) .Coverage
'"'11,.
.,,.:
material and equipment supplied for incorporation in the Project.
i"' i:ir,, ,,,
'
The cover shall be on an all risk basis against all risks of physical
,.,
,,,.ii
l(
1!.;,.'i;,iirr1
ii
:i
t:
.:.
'
'ri
,',,,,;.':,q.
il:
.,,
i'i,
' ':':,...- t,
ii
...
:,tl
..;;'
_, , :,
(ii)
Amount lnsured
ilr'
.."+
(iii)
From the date of commencement of the construction on the Site up
Operation Date, followed by an extended
maintenance period.
to the Commercial
b.
(i)
Pafi
Coverage
Against legal liability to third parties for any loss or damage to
property, death or bodily injury which resulting or arising out from or
21 October2016
t
,,
PERTAMINA
of the
performance
of
the
construction.
(ii)
Limit of lndemnity
Twenty five percent (25oh) of EPC Contract value and not less than
(USD
2,500,000) for each and every occurrence.
3.'1.2.
lnsurance
coverage
Marine Cargo
a.
.,:r''*i.,,,..,
r.1n.,.,t...rrari
(from warehouse
i
b.
3.1.3.
to
warehouse)
and a ll
tnsured
Full replacement value.
nl
so
'i,.
Amount
ri'i
i;
,i."ti,,,
,,,ji,,
a,
Coverage
i.:rr,,,rnrlnl,'"'
,,i.i1*"',',
r;
b.
e n ses,.d1,,.1{,;i n
g t he 6r{.ip loy me n t.
'l'r
Amountfisr4pdr.i
As.rrequired by l-egal Requirements (to cover any excess of the amount
covqred by BPJS Ketenagakerjaan up to maximum of seventy two (72) times
salaryfpr local staff and full benefits for expatriate staff).
3.1.4.
:r
_,EmeloVet';fihbility
1..a. t.:::,,
,. coverage
:'l1
r'
''r"rr"',,.i '., ,
, "i,r,,,,,,.,r' b.
':':..
,,
,a,lli
tnsurance
Limit of LiabilitY
Two million United States Dollar (USD 2,000,000) for each and
every
occurrence.
3.1.5.
AutomobileLiabilitylnsurance
a.
Coverage
Llability for damage to property of or bodily injury to third parties arising out
of the ownership or use of motor vehicles in the performance of the Project.
b.
Limit of Liability
As required by the Legal Requirements but not less than five hundred
thousand United States Dollar (USD 500,000) for each and every
occurrence.
21 October2016
tD
PERTA'ITINA
3.1.6.
a.
Coverage
spare
parts, tools and automotive and office equipment owned, leased or hired or
used by the Contractor and/or its subcontractor at the Site.
b.
Amount lnsured
Full replacement value.
3.1.7.
a.
Coverage
Adequate waterborne and airborne craft liability insurance for owned, not
owned or hired craft, covering liabilities arising from the use andTor operation
of the waterborne craft (including floating construction equipment) or the
airbome craft (as the case may be) in the care custody or control of the
Contractor including liability for damage due to collision, pollution and
removal of the wreck.
b.
Limit of Liability
As required by the Legal Requirertlirnts but not less than twenty five million
United States Dollar (USD 25,090';0,q0):fbr each and every occurrence.
t".
3.1.
OPERATION
3.2.1.
PHASE
'
,,,
.,,,,
..
f,:,1'
tl'"'"'"tt':
",,,,r1.,'
a.
Coverage.,lr,.'rt.,,,,,;iir,
.,llr"rri:r
ii!
The coverQge shall be on an all risk basis against all risks of physical loss or
damagelto trll material property forming part of the Terminal (including the
LPOIslf,bk and inventories in the Terminal).
.iir'.
,t.,
*"'ffou.Ptlnsured
b.
.".i"'t,
'lri
riitr,.
''-
ff,
.-ii
1,,,r',ji;r,..
.i
fiiil
ii!
Perioo
Twelve (12) months from the Commercial Operation Date and to be renewed
Against legal liability to third parties for any loss or damage to property,
death or bodily injury which resufting or arising out from the ovrmership and
,t'.',,,,
',
b.
Limit of Liability
Twenty million United States Dollar (USD 20,000,000) for each and every
occurrence.
21 October2016
l.
,E
PERTATI1INA
Period
Twelve (12) months from the Commercial Operation Date and to be renewed
annually thereafter.
3.2.3.
WorkmenCompensation lnsurance
a.
Coverage
the Legal
[SPC]'s personnel or worker's compensation in compliance with''grnploii
Requirements
for
b.
Amount
employment.
or illness of an
ii t.,,,,,,- 't"iou"
rl
lnsured
.1,r'
,,.
'-u,
".,,
3.2.4.
Liabilitylnsurance
Coverage
'tt"""
Employer's
a.
',,,,,.,,'ir,i
,,
. i'j':i. 'fi.'jr
oi
,.,il'',,u,',
b.
Limit of
Liability
,'.,,',';;r';1:,
''
3.2.5.
't+.Inq$nt lnsured
Not less than the market value of the vessel or barge.
iili
ii,
!.11:-
'i,
,r .,". 'i,
ril]!
lr: ial
_d iil
i,li -
'*r,..
"'
c.
r:,
ir.
*,*,.*,$,
Liability
As required by the Legal Requirements but not less than twenty five million
United States Dollar (USD 25,000,000) for each and every occurrence.
Other insurance as may be required from time to time by the Legal Requirements.
21 October 2016
L
,,
PERTAMINA
1.
Definitions
All capitalized terms used herein shall have the meanings given to them in the Build-Own-OperateTransfer Refrigerated LPG Terminal Agreement (the "Agreement") to which this Appendix E is
attached, except as othenrvise defined herein.
General
[SPC] shall be responsible for procuring the land to be the Special Facilities Site prior to or on the
Financing Date, under the following terms and conditions:
a.
the location of the Special Facilities Site shall be subject to the terms and condition referred to
in Section 3 hereof;
b.
[SPC] shall be responsible, at its own cost, for procuring and acquiring the Special Facilities
Site;
c.
if the land is purchase and owned by ISPCI shall assist PERTAMINA to obtain and provide the
original land documentation including the Right to Build (Hak Guna Bangunan) land certificate
for the Special Facilities Site under the name of PERTAMINA no later than one (1) year from
the Execution Date: and
d.
if the land is leased by [SPC] shall assist PERTAMINA to_,procure the lease agreement or the
land use agreement relating to the Special Facitities Site,to be entered into by PERTAMINA
and the land owner no later than one (1) year from{hd'Execution Date, as may be applicable in
accordance with this Appendix E.
3.
Site
.,r.
,,i,,
.
ln selecting and procuring the land for the Special Facilities Site, [SPC] shall comply with the following
terms and conditions:
a.
b.
c.
The land shall havti:dire* access to public road and easy road access from the public road to
the Speciai'Facilitie,pSite and the land shall include the road access to the public road;
d.
e.
The lahdrshall nlar (maximum radius of one ('l) km) to the Jetty Facilities; and
.,ill
,.:
Subie-ct.ts $ection 3(g) hereol [SPC] shall purchase the land for Special Facilities Site, subject
ts tnelfollowing terms and conditions:
,,,:. ',11,.,.
. :'(i)
. ,'.'' '
,t .
(ii)
,
,
,:
,.:i
[SPC] shall ensure th{m spatial planning and urban design applicable to the land is for an
''r
industrial area' ,iil..
..
''
fOcated
(iii)
, :t
The title of ownership shall be held by a limited liability company under Right to Build
Bangunan (HGB)) land certificate on Right of Management (Hak Pengelolaan (HPL))
land;
statement from
and
(iv)
The location and other specification of the land is agreed by PERTAMINA; and
21 October2016
,n
(v)
PERTA}IINA
Subject to Section 2(b) and (c) hereof, [SPC] shall transfer the land ownership to
PERTAMINA prior to or on the Financing Date and PERTAMINA shall purchase the
Special Facilities at the price referred to in Section 4 hereof.
Only to the extent the land which fulfills the requirements referred to in Section 3(a), (b), (c) and
(d) is not available to be purchased by [SPC], [SPC] may procure the land for Special Facilities
Site to be leased under a lease agreement or a land use agreement, subject to the following
terms and conditions:
(i)
(ii)
[SPC] shall procure lease for the land under Right to Build (Hak Guna Bangman
(HGB)) under a lease agreement or under a land use agreement for land under Rtght
to Build (Hak Guna Bangunan (HGB)) land certificate on a Right of Managemem lUaX
Pengelolaan (HPL)) land, in accordance with the terms and conditions"of a lease
agreement or land use agreement (as may be applicable) to be entered into by and
between PERTAMINA and the land owner;
The land owner shall be an lndonesian business entity in the form of a limited liability
company;
:
I
'
..,;,. 1,,,.,,:,
l, '
(iii)
(iv)
To the oritent permitted by the Legal Requirements, [SPC] shall use its
best
endeavours to cause the land owner to;.,transfei'..Jhe ownership of the land on the
d1ir tr,.",$
Transfer Date;
:
'
t'.
,y''t
(v)
, ,'
''
;{ul't
"
For the lease agreement referred to.,irii,$edibn 3(f)(i) hereof, [SPC] shall procure that
the lease agreement to be, entPred,llinto bv and between the land owner and
PERTAMINA having the,.Lterms qn{i, conditions consistent with the terms and
conditions of this Agreemqa{; agreed by PERTAMINA and shall incorporate the
following key terms:
(a)
(b)
'
The agreement shall set out the applicable lease price for a forty five (45)
year period referred to in Section 3(fXvXa) hereof and no changes shall be
made to the price during such period, unless agreed by the land owner and
PERTAMINA.
(o)
ln the event that the lease agreement initially entered for twenty five (25)
years lease period referred to in Section 3(f)(v)(a) hereof, the initial lease
agreement shall have determined the lease price for the twenty (20) year
enension and upon the twenty (20) year extension of the lease period, the
price for the remaining twenty (20) year lease period as agreed in the initial
lease agreement shall apply.
(d)
The land owner shall maintain the validity of the land documentation for the
land and if the validity period of Right to Build (Hak Guna Bangunan (HGB))
land certificate becomes expire during the lease period, the land owner shall
file for extension of the period of Right to Build (Hak Guna Bangunan (HGB))
to the relevant Governmental lnstrumentality in accordance with the Legal
Requirements.
(e)
The land owner shall warrant that the land is duly owned by it and the land is
not in dispute on the execution date of the lease Agreement and shall use its
best effort to maintain the land not in dispute.
21 October 2016
t'
,rr
PERTA}IINA
(0
inviolable rights to use the land for the construction and operation of the
clean water treatment facilities, and bunker service facilities by PERTAMINA.
(S)
ln the event of force majeure affecting the conditions of the land as will be
set out in the lease agreement, the tenant shall not be liable to pay the lease
during the period of force majeure. The provisions relating to events of force
majeure shall be set out in the lease agreement shall be in line with
provisions relating to Events of Force Majeure referred to in Article 18 hereof.
(h)
(i)
thereto
to prior raritten
For the land use agreement referred to in Section 3(f)(i) hereof, [SPC] shall procure
that the land use agreement to be entered into by and bgtween the land owner and
PERTAMINA having the terms and conditions ,consistent with the terms and
conditions of this Agreement, agreed by PERTAMINA and shall incorporate the
following key terms:
(vi)
(a)
The HPL land owner shall grarrt iecommendation for extension of land
certificate of the Right to Build (Hak Guna Bangunan (HGB)) on Right of
Management (Hak Pengdoladn{HPL)) land.
The provisions of $ection 3(f[v) shall apply mutatis to the key terms which
shall be incorporated into the land use agreement.
(b)
4.
Site,ll"
.r
",1 -
rrr' 'i,
'l
ln the event that the land is purcnased'and owned by tSPCl, within one (1 ) year from the Financial
Close, PERTAMINA shall pay to{$PCl for the procurement of the Special Facilities Site in the maximum
amount determined baSed on a$bessment by a KJPP appointed by PERTAMINA. Any deviation
between the land
",,igt"s,,,.,Rii
r'l'4.,,;,
'
Jt
,,
''.
'l,i'\j'
,,t
,,il
',.$l'
"iLi,
..l
.,t;.
21 October2016
l8
PERTAMINA
Appendix F PRE-COMMISSIONING
During Pre-Commissioning, [SPC] shall perform testing activity of all facilities and equipment of or relating to the
Terminal that would conform to Prudent Operating Practices, including the followings:
.1 ,. 'li :.it.,,,i'fi
Term
ltii']
Pre-commissioning
by
2.
System Cleaning
*.\
.
"
Air blowing
blowing,
ISPcl.
,iI
..il ilrtii,
Power flushing
Steam
Definition
,,tl
r.,:i.
pipeline or equipment cleaning method or specific anticorrosion treatments. To utilizes alkaline solution in principle to
hydrolyze biological oil and fat to aliphatic acid and glycerin and
to remove mineral oil from metal surface.
MeChanical run-in
mechanical
Dry-out
Circuit, System Drying
21 October 2016
,,
PERTATIilNA
5.
b.
Air Freeing
t.
Cooling Down
ll
il"'i
in
rri'rili':{'
!-, ,:
|1l,
i '' ltr,,. '"i. '
':!
'!;ii
ililr!
*"li
,,iY ".ij:ir
jrt lI ri.
!.
ii
.
.
'ilr.. .r:i
":lii:'
,,ar,
ii,, il"
;
,,r"r,.,,,,i,i,,
,.u,
'
:
;,",1ir*
..:1. I
.|;:: ."';
i't''i'''
Lli rjii
,.i"'"i.j:,
- i..,r'
'l
'r'l]..
tt''''''..,r''"
,:iil"',:.
,,i
!.,'
*l{+,
F
4' aiti.
-.i:
.i'r
.i$t"lli.'+.i
iii
1:r:ji.i f'
rrltr
'rt!u
.iiiit
1:.
,ii,:"r,-
".,
.-n'
",,.,'l'rlr:
fi
.:i:
l" '',1,,
l.
tr,''i!: ,i'
. .
..14s*.
Irj,
,$l*i,,,r i.*''k.il;
,;,;:r"
l,
ii,
i.
.ltt. ,?.
':l'.'i
;i.,.
.,
' "1..
,,,1,,,
'*r'Ir
/i
r.
:,],.'':
$.!
",.t ,t
%.'f,"f
"'tl;t,
ii
r!l-.
Jr!
''
..+
21 October2016
l,
,E
Appendix
1.
PERTAI}IINA
G MEASUREMENT DEVICES
Scope
1.1.
This specification covers the general requirements for instrumentation and control system
(hereinafter called as I & CS) of East Java LPG Refrigerated Terminal.
1.2.
lf there are any conflicts and/or discrepancies between this specification and the individual
requisition and /or specification, the requirements and specifications set out in the individual
requisition and/or specification shall take precedence over this specification.
1.3
This project is independent from other existing facilities. Therefore, no tie-ins are re$yireO
among new facilities and any of existing one for l&CS.
1.4.
The primary objective of l&CS for the project is to enable the plant to be safely and efficiently
operated with minimal operations staff. The plant operators will rely on l&GS tolprovide safe,
fully integrated, automatic control and monitoring with minimal intervll.Iig!.
1.5.
This specification shall also be applied to packaged instruments, pEriel$ q,hd systems, as far as
Possible.
2.
&e\
industrial
2.2.
transmitted
safety.,e.q;!d
adequate
English shall be used for ati OooUrnentr, specifications, tag labels, nameplates, warning plates,
etc.
.
'
'1.:: .. ,..,t';'
,!;
2.4.
Make and type of instrurnents shall be minimized for ease of replacement or maintenance.
2.5.
2.6.
ln case oJ mnflict, the codes and standards shall be applied in the following priority order.
a.
Goveftlment legislation
,b,,
,8,
d.
3,
rr"ir'
monitoring of process,
2.3.
''li''
Process Control System (PCS) will bq'basedrtiit.lhe use of proven principles, equipment and
standard design wherever possible,.$irffielentr..but not excessive, information will ultimately be
Contractor's standard
Abbreviations
CR
Control Room.
DCS
ESD
EMI
Electromagnetic nterference.
EWS
FTE
21 October 2016
L
,-
PERTAMINA
F&GS
HART
HMI
l/O
IRP
LAN
LGB
F&G
lnput Output.
lnterposing Relay Panel.
Local Area Network.
Local Gauges Board
MCC
OPC
PC
PCS
PLC
P&lD
OWS
Computer.
Controtsystem.
l,
,,
U1,,,
.,.._,.,ii.
.tr,.i,. ,u'""i
,ji1
Statiori\
OperatorWork
RFI
Radio Frequency
fMlg}tce.
1!n, ,,
Safety lngsrity L6$hl,
SIL
SOE
','
+,r1,
' -: rl
..1r"'
'o'
Sequdinca,Of Event.
'\"
ucP
UPS
,xrt'
cqfltiol.,iPanel
.l"r:ldnit.i,h.
{;
t'l
.,,,1
,ir,;,,.
.t'il.
"
..rlt,,
4.
Basic Design
4.1
Requirements
,itr,,
rrr
.,,i'ir.
The control and instrumentation system shall be developed in conjunction with the latest edition
of the follqwlng codes'dhO standards, and recommendations.
''|i. '+
Iir.o.'+,
-.:ir ',i..iir,:,!ii'ANSI/FCI70.2
v.
,Jlfifia 'ilj
,,f' 'i;r
, ,;:I'
. .;:
,i
.,1.i',
o
o
o
816.5
ANSUASME
ASME PTC
19.3
Part
3:
End
o
o
o
o
API RP551
API RP552
Transmission Systems
API RP 554
API 598
21 October 20'16
,8
PERTA'IIINA
14313
Pipeline Valves
API 6D/|SO
API 6FA
APt 600
API 607
API 608
APt 609
Measurement
of Liquid Hydrocarboqs
Mg-te.r,$''
by.. Displacement
Meters
'',,,,i t, ,
ASTM (American Society for Testing and Material)
Annual Book of ASTM Standard ' ,, .1 '
ASTM
o
ASTM E320-03 Standard Specification And r mperature-Electromotive
Force (EMF) TuUtue.. f f;L,,gndard Thermocouples
,,,,,,,,.,,
rEc 60331
.:,
tEC 60332
rEC
60529
tEC
60534
'@t11esis
.,*.
60584
IEC
IEC 6075{:r
rEc
i: al:.
.,,
:l
il ;
'lri
l,
6"9,80,.fi"
'
Electromagnetic Compatibility
For
lndustrial-Process
!EC-61ooo4-3
tEc-62056
ISA 55.1
ISA 55.3
ISA S5.4
tsA s18.1
lsA s75.01
rsA s75.03
21 October 2016
L
,,
PERTA'IIINA
valve bodies
tsA 96.02.01
ISO 1000
Measurement
ISO 5167-1,2
differential devices
running full
lt.
Measurement
ISO TR 15377
pressure
ISO 9001
1'!!
Jtttilli. ,. .,.r1
*i."t:
.,
i,
..,,..,.se
.: .
7505-1
JIS B
iiri H
o
JIS B',:?529,.r'
'"*ri'
.,,r;;
'$lfiZs.762-1
o i;,
_,"i1
,:r\.,
,,.1,,, .ii.i,
","tfl,r''
...,:,''"'r'iF,'r;irif!.Hi,4A
gauges
Measurement
of fluid flow by
means
of
pressure
't.,;;- o
NEMA VE-1
,,,.f '
NEM AVE-2
o
,.. .r,r
.,.,'..','t 'rir,.
't;. ..:i,.,,.
o
NEMA 250
'i:r'
r NFPA (National Fire Protection
r,.
Association)
NFPA 70
NFPA 72
EUROPEAN STANDARD
21 October2016
,n
PERTATTTINA
CENELEC EN 50014
Electrical Apparatus
For Potentially
Explosive
CENELEC EN 50016
Electrical Apparatus
For Potentially
Explosive
CENELEC EN 50018
Electrical Apparatus
For Potentially
Explosive
Atmospheres:FlameproofEnclosure'D',,..,,..0-\,,,,.
CENELEC EN 50019
Electrical Apparatus
CENELEC EN 50020
Electrical Apparatus
For eo;p'ffilV;i,
CENELEC EN 50021
.,1
-l:
''t"
Explosive
tenti5lly Explosive
IN'i,
ill t..,ri'l
Electrical Apparatus 'f,g;'11 Fbtentially Explosive
Electrical Apparatus For
-,,,,.,p
CENELEC EN 50028
CENELEC EN 50039
Electrical
Atmospheres:
i,
Appardtr4,p
.,
r11.,.For
Potentially Explosive
Of. FiOteOttein
/i-.,,i'!l
CEN EN
10204
ti .-,it lliii
,{.
aifiilelp{lic drpducts: Type of inspection documents
l',
,, ,. .-,,,
,,.,.,1,'11,,,.-''i.,,'....
,,
.,--.;fi
Whenever other bodiegl'do not provide sufficient coverage, additional standards may be
selected from:
''".Q,,",, "'"'
,'1r' ,
'i.
4.2.
,,
h;tr-,11
m*tio'',t'i n Genera I
,,,,r,perie,yallv
4.3.
rr'
:',,r,..
4.4.
lffillHliJ,::",:i.TmunicationUnion
tt,,.
ln$ffUmentation Symbols
lnstrumentation symbols and identification shall be in accordance with ISA 55.1
Control Philosophy
4.4.1
a.
b.
c.
d.
e.
21 October2016
l.
,,
PERTA}IINA
f.
S.
h.
4.4.2.
a.
Main systems
(i)
(iii)
",provided
PERTAMINA
b'
subsYstems
, i,,
(i)
Control system of the packages
',. ,il
"rr""i
,:
(ii) Tank gauging system
-. ..
" l',,
(iii) Marine facility
', , "
.
;.'..,.
4.4.3.
',,..
a.
b.
Total ESD slr6-[ be also peiformed by the PCS through the Shutdown Switch
Panel. Plarfl iacitities would be protected by this function after following event
i,
happ_er.,ll
(i) .;,r,,
,r,.,(ii)
rij,
",
,,1
.,:t
F,iie
'Earthquake
;
,,, "1,
:;: j'; ',' Failure
r'li
r''"'
or PCS. Excess
bv'ih s runc"n
:::ffd
'i:l.
PCS shall be a single window for control, monitoring and shut down of the plant
operation. Hence, necessary signals shall be repeated to PCS from local panels,
''':i;1.
vendors'control systems, fire and gas system, etc.
'rr,i,
i
'
,..i'rr!i;ri
4.4.5. ln principle, start up and intentional shutdown operation of rotating machines, loading
arms, etc. may be at the field via local panel or local switch board.
",.r,,r
.r:,r,irl'.r
4.4.6.
Maintenance bypass switches and start up bypass switches for sensor or transmitter
shall be provided if these do not violate the associated code or requirements. When
bypassed, visible and audible alarm shall be given to operator.
4.4.7.
On-off alarm signals and solenoid valves for shutdown activation shall be "Energized'
under plant normal operation. ln the plant normal operation, contacts shall be closed
and open to trip or alarm.
21 October2016
,r
l.
PERTAMINA
4.5.
4.5.1
lnstrument analog signal system, except for special signals, shall be as follows:
4.5.2
Even where the electronic transmission and control are used, local control loops and
actuation of control valves shall be of pneumatic.
4.5.3
Electronic transmitters shall be of intelligent type with having HART protocol (signal
transmission via 4-20mA DC) and remotely modifiable following parameters pU,hanO:rl!' i:" '
rrr marshalling
rrrqrrrrsrr,r
terminals: lrl''c'*i
held terminals, usually from terminal block\ in
Zerolspan adjust
a.
.",
" , '
Engineering unit
b.
';ilr''
r,'
Zero shift and overpressure
c.
",,
..., ltl
t'ii.,,.,.,1i.
Damping value
d.
'r,n,
diagnosis
name
e.
f.
s.
Measuring
4.6.
Parameters of
Model
Tag
i;,:.,i'
,i.,
'ti.
UniG
Level
..
"fn[re-?FPlied
Vh,,l
: Nm3/h
al 0 O iihd 1 atm
..,,I,.-%
,,
to all instruments.
il
: kg/h or
,i
,' i,,
op"raths qo-nOitions;
: m3/h (at
mass
vapor
, ,.'!
",,!ru"'./
teer.#.nt" rang"l
't,i.,
4.6.3.
':iit!i'
,.,,,,.,,,':',.'1)ti.,,..,liii
,-
4.6.2.
,r,r,
:rf*
rtrp"c
Nrdu, lvlros
,. 'ti[pi'c,
r.,
Pressure \rdugg
Gauge ',r';:i'+
TICSSUIE
'
Absolute
"
,)
4.6.4.
"C (deg C)
TernperattifC
t.;,
t::'::;.:.:
4.6a5.
.-_l:-,rii.a ,.pthef,.Variables
-i:;iit:i
4.7.
'i,]
;fi;f[.
.,
,:
r'irrri
,,.::' ii;. a.
;r, .,:,:;' :,' b.
,,
c.
,
..
,
;, ,
d.
e.
'
f.
Variable
signal)
signal)
L:'
'
4.8.
r. lnstfiumant Scales
-.r'::;.., 1i[,:,f1e
t
Level
Pressure
Temperature
Other variables
Scales
100 unif. with reading factor, or digital reading
100 unif. with reading factor, or digital reading
100 unif. or digital reading
Direct reading either analog or digital
Direct reading either analog or digital
Direct reading either analog or digital
000
4.8.1
All field mounted instruments and local panels shall be suitable for installation in the
climatic conditions specifled above and special care shall be given against corrosive
21 October2016
l.
,-
PERTA,TAINA
4.8.2
As a minimum lP 55 by IEC 60529 weather protection shall be provided for all local
mounted instruments, panels and junction boxes. lnstrument equipment located in the
building/house shall be lP42 as a minimum.
4.8.3
All parts subject to moisture, fungus growth, or insect attack shall be treated with
suitable protection. Vent and drain holes, etc., normally opened to the atmosphere
shall be protected with suitable materials which shall be of metal piece, not of plastic
seal, against rain, wind, sand and bug.
4.8.4
Sunshade shall be provided for all field mounted electronic instruments which are
exposed under direct sunshine if allowable working temperatures of the instruments
including indicator are less than 80 deg C. Sunshade roof shall also be provided for
local panels exposed to sun-shine.
4.8.5
All instrumentation and equipment inside of local panel Shall be selected and/or
protected so that they work properly under the surounding conditions taking a
temperature rise inside the panel caused py equipment heat dissipation and direct
sunshine into consideration.
ir'
.
4.8.6
4.8.7
lnstruments on
located at high points or in open area exposed to lightning
such as top qf ltrlenurei o'i tanks etc. or connected to non protected cables should be
provided withl$file/transient protection devices to protect the control systems (e.g.
PCS, F&G, PLC etc.)
Sur,ge prcilhctior,idevices shall be provided for l/O subsystems of PCS, F&G etc. in
maishalling rdcks.
Surge protection device shall be provided for electronic field devices, which can be
either inteoral with or additional to them.
.,,,ir,. l|
Protection
4.9.
4.9.f'
Ex"d'
Ex"na", Ex"nl"
flame proof
increase safe
intrinsically safe
non-spaking / energy limited
Ex"m'
Ex'p"
Encapsulation
Pressurized enclosure
Ex'e"
Ex'ia', Ex"ib"
4.9.2
Wherever possible, minimum Zone 1 llA T3 will be applied for all electronic field
instruments even for general service use in view of interchangeability of instrument.
Non-sparking/ type-n (Ex"na") type shall positively be employed for the instrumenb
21 October2016
,E
PERTA'TIINA
located in Zone 2 areato maximum extent possible. Ex'nl' can be used Yvhere Ex'na'
is not available with acceptance of EPC contractor.
4.9.3
Countrv
TllS
Japan
UUFM
USA
CSA ir .,.,:'il:.
Canada
ISSEP rr r'
Belgium
Denmark DEMKOT..
LClEflllERlS
France
Germany ?TfuB\/,S,t
Italy
. .CE$f
ATDOCENELEC
:',.
ASI
Legend:
TISS
UL
(usA)
FM
Factory
BASEEFA
British
(usA)
Service for Electrical Equipment
in
Flammable
PTB
CSA
KEMA
SAA
Certificat1S,,,@uld be in accordance
i1J|S/NECICS/AS| may
with CENELEC.
not
.iirj,r,{-aVailable.
ril:.
iil
.r,
,,lj:,.
lnstrument ain
design pressure
normal pressure
minimum pressure
dew point
0.98 MPaG
0.7 MPaG
0.4 MPaG
-1 7 'C at 0.7 MPaG
UPS
21 October2016
\
,,
PERTA,TTINA
Battery capacity shall be able to supply power for 30 minutes when the power supply
to UPS is lost.
Non-UPS : AC 230 V t10%, 40 Hz, single phase, ungrounded
l&CS dedicated power distribution board to cover all l&CS consumers shall be
installed in MCR.
Operating voltage of the instruments to be converted from UPS power shall be as
follows.
F&G
(4-20 mA)
Switches/lamps (contact) 24VDC supplied by PCS or F&G
230 VAC 50 Hz single phase (UPS)
PCS/ F&G Panel / PLC
48 VDC / 230 VAC
Solenoid valve
Local panel
Steam for tracing
4.11.
:.
::
"
Name Plates
!y.
indicators,
.1
.3.
,,,,,,
,'
panel name plate
,.i
,,r,,,
.,,,,.
Panel mounted instrumei'it$:and panels shall have service nameplates at the front of
the panel Uy.usingit(h.r.tg-odlored laminated plastic engraved with black letters stating
the tag numhlit and the service. The nameplates shall be permanently attached to the
panel front.
rtt
4.12.
FinalCoat,Qglor'i:;.....;,;:'
4.12.1. The.toior of instruments and equipment shall be manufacturer's standard except for
the followings.
control valves, on-off valves
: silver
Body
:Red (RAL 3002)
Actuator for air fail close
: Green (RAL 6018)
Actuator for air fail open
: Yellow (RAL 1016)
Actuator for fail lock
pressure regulators / self actuated
: silver
b.
: manufacturer standard
PCS / F&G system cabinet
c.
panel
in
local
rack,
control
building
and
Other
cabinet
d.
: RAL 7035
Exterior/interior
:RAL7022
Channel base (plinth)
Painting shall be in accordance with General Specification for Painting.
Stainless steel, galvanized steel and GRP are not required to paint.
i ,r';1,,,'(.11...o,
;
i:
valve
4.12.2.
4.12.3.
4.13.
End Connections
21 October20l6
PERTAfrTINA
,,
Connections on instrument for air supply/signal or for process pressure hook up shall
be screw threaded in % NPT (F) and larger.
4.13.2. All the electric connections shall be of minimum ISO M20-1 .5 female.
4.13.1
5.
Field lnstruments
5.1
General
5.1.1
5.1
.2
5.1.3
5.1 .4
Maximum error for all transmltters, receivers, controllers, and transducers exclude
temperature shall be within t0.5% of full scale, whilst for temperature shall.be,tyithin
t0.1% of full scale for electronic and t1 .0o/o of full scale for pneumatic instrui!,.1,9n1sl'i: .
equipment.
Electronic transmitters shall be of intelligent /smart type, i.e.,4-20 mA DC with HART.
All field electrical instruments shall befurnished with wiring connection terminal box
with terminal identification, e.9., '+", "-".
5.1.5
':,
,rnot
practical.
1g' lnstrumenl air vent should be provided with protection from rain, wind, sand and bug.
,.:'
.14
All field mounted instruments shall be equipped with sufficient isolation device such as
5.1
, ,'
t,
a block and bleed valves assembly, and vent and drain valves so as to permit safe
'i,,, 5-;1
r':,
5
5.1.'1 6
5.1.'l
5.1
.17 Foundation
is
feasible.
5.1.18 The materials for wetted parts of instruments installed in the process line or
5.1.19
pressurized equipment shall be supplied from the material supplier that quality control
(QC) system of the manufacturing are established.
Special care shall be paid on the traceability and certification of the materials and
21 October2016
l.
,-
PERTAMINA
inspection.
5.1
5.2
.20
Contractor shall executive research and audit of supplier's QA/QC systems before
placing order if required.
lnstrument
Location
lnstrument
connection
*G,*V,.'
(note-1,10)
Connection
to piping
Yz' or
3/" (nole-
2)
2"
Press.instruments
(diaphragm
-/1
seal type)
Press.gauges
'i. .Hor.
Hor.
r'Note-S
Note-6
Ver.
Ver.
\
3/t
Press. instruments
Thermowells
tlange
(note-7)
Yz"
Flange
Screwed
Connection
Hor.
Note-6
%, NPT
2)
'l
'
,.
%'(note-3,4)
%, NPT
Hor.
Hor.
Note-S
Note-6
nange
(note-7)
Ver.
Ver.
%, NPT
Ver.
Note-4
Ver.
Note-4
Ver.
Ver.
Note-4
Note-4
Hor.
Hor.
Yz"
2'(note-8)
Flanger
to equipment
Screiryed
1u
Press. instruments
;r..ir.. rltr
%"
%'NPT
,l
%'
'sealtYpe)
Yz"
flange
(note-7)
Press. gauges
Level
External
lnstruments
lnternal
type
%'(note-3,4)
%, NPT
z',
2'flange
4'flange
type
TJ
Ball float
2"
type
112"
nange
2" nange
level switch
21 October2016
,6
PERTATUIINA
BooTAsreement
lnstnument
Location
Confidential
Private and
lnstrument
connection
(note-1,10)
*G,*V
*S,*L
1D" nange
(note-7)
Diaphragm seal
type
Radar type M
Nozzle Orientation
6'(note-9)
6"
4'(note-9)
4'(note-9)
(note-9)
stilling well
*G=Gas, *V=Vapor,
"S=Steam, "L=Liquid
Ver.: vertical, Hor.: horizontal
Displ: Displacement type
Note-1 : process connection is the same size of valve;,.:,
Note-2: %" shall be used for orifice taps below 600lb..clbEs.
Note-3: size for diaphragm seal type instrument wifl bs specified in the instrument data sheet.
Note-4: Siphon tube or equivalent device sha|Jb.provided for following services:
steam
'100 deg C and over..yapor
,'"'
150 deg C and over liquid
Note-S: from horizontal to gOdegrees above horizontal.
N ote-6: f rom horizontaf to,*,p@rege;below horizonta l.
Note-7: vendor shall Bqovidli drip iing for all diaphragm seal type instruments.
Note-8: except for multig:oint RTD which will be 6".
Note-9: to be finalized by vendor at detailed engineering phase.
Note-10: ba[type rhd] be applied for liquid service, gate type shall be applied for gas or vapor
service.
5.3
Flow{nstfumerts
5:3;1
r,;
Di.fferential pressure type flow meter (flange tap, concentric sharp edge orifice) shall
;
:it . ''',.,
,,.
,'i:i
5.3.3
,]
'
5.3.4
5.3.5
5.3.6
Code:
Flow elements, such as orifice plates, venture tubes, flow nozzles shall be designed in
accordance with ISO 5167-1 ,2,3,4. THE CALCULATED d/D ratio shall be within the
limits of 0.3 and 0.7 whenever possible.
Applicable code for orifice sizing shall be in accordance with following Line size.
a.
50 mm of inner diameter and larger : ISO 5167-1 ,2
larger than 25 mm and smaller than 50 mm of inner diameter : ISO TR15377
b.
25 mm and smaller of inner diameter : vendor standard integral orifice with
c.
meter run
The differential pressure range shall generally be selected from 15, 12.5,25,50, 125,
250 or 500 kPa however 25 kPa will be used whenever practical.
Square root of differential pressure shall be extracted in the PCS.
Orifice flange assemblies shall be in accordance with ANSI 81 6.36. Minimum ANSI
300 lb, weld neck or slip on type as per piping specifications shall be used.
RFP-001/T00300/2016-53
21
October2016
t
,,
PERTAMINA
Each orifice flange shall be provided with two pressure lead taps and equipped with
%'NPT plug for 600 lb and lower classes, andTt" NPT plug for 900 lb and higher
5.3.7
5.3.8
5.3.9
classes.
Orifice flange taps and plugs shall be seal welded at site.
Adequate straight run length for the orifices, venture tubes and flow nozzles shall be
provided as per ISO 5167 requirements.
Generally, straight run length will be in accordance with columns B of table 3 of ISO
5167-2 or Table 1 of ISO 5167-4 except the instruments for custody transfer.
Material of the orifice plates shall be type 304 stainless steel unless-,sBiecified
otherwise or required other materials by process conditions.
Drain or vent hole shall be provided for the orifice plates with bore of 1" and laiger.
Following information shall be stamped on upstream side of the orifice piadQl&i1,,., '''
a.
tag no.
b.
material
,,,ri' '';' 'r'
c.
flange rating
.
d.
flange size
e.
5.3.10
5.3.11
5.3.12
',
i,
diameterbf bore
-'.r;r,'.,..
Venture tubes shall be of the classical type. End connoplion ofthe venture tubes shall
be butt-welding or flanged depending upon piping"'ftcifiihtion. Butt-welding should
be applied to the large air or flue gas services'|grpe4,.i,q;p"lfrS specifications.
The use of variable area flow meterq,(Iota-mgJer5) shall be restricted to local
indicating applications. Armored or metal.-tij'be ty$rrota-meter shall be applied. Glasstube type may only be applicable for air*,.{peff'gas or water with low pressure and
moderate temperature conditions.
,, , t,ili'l
Coriolis type flow meters
,,;!,' i' ,,,i"ilo
a.
Coriolis meters afp sUitbbleifdi a wide range of liquids and gases, but not for
steam service and'Sftbs fb available up to 6 inches.
They are upnffectd bflthe fluid viscosity or density variation and suitable for
b.
u ni-direo{iona[,hd bi -directional mass fl ow measurin g.
c.
fne;p6ftff usSl for high accurate measurement required services.
d.
T.he ptessutedrop across the meter under normal and abnormal conditions
is tth,iifiportant factor in the selection of Coriolis meter.
e. ,t,r,,."i Oscillating flow or mechanical vibration shall be avoided to not introduce the
'' errof:
l.'..
r' -,,,.
.::
its
I' . 'r','
e.
f.
S.
h.
5.3.14
MIGAS approved type shall be applied for metering application and its
21 October2016
,rs
5.3.15
PERTA'IIINA
c.
d.
e.
e.
MIGAS approved type shall be applied for metering application and its
f.
5.3.16
MIGAS approved type shall be applied for metering applicalioh and its
0.15%.
type
a.
requirements.
b.
c.
d.
e.
f.
S.
h.
construction)'
i.
j.
k.
"''i''t'...
.'."'
of
5.3.17
Above item
0.
for
5%.
(ibllio (lS) type of flow instruments may be used, when economical and
lnstiiiihents'a'
|
Level
,..*',:,
5.4.1,1'' $,94er{
i.:,..
a.,.
.. b.
c.
'
d.
e.
5.4.2
Differential pressure type instruments shall be used where the range over
1200 mm except vacuum services.
Displacement type or guided wave radar type level instruments should be
used where the range up to 1200 mm and interface application. External
displacer type instruments shall not be used for any dirty service or where
subject to high vibration.
Nozzle to nozzle length for displacement level instrument should be 350,
500, 800, 1000 or 1200 mm, in application is not practical.
Level switches will be used for alarm and simple on-off control applications
when level transmitter application is not practical.
A wet reference leg filled with water or seal liquid shall be used for the differential
pressure type level measurement except for the cases where process fluid is highly
21 October 2016
t
,,
PERTA'VIINA
viscous or likely to freeze. For such a case, the use of differential pressure type with
diaphragm seals should be considered.
5.4.3
a.
be used.
b.
c.
d.
':,',,....,ir'rr i'i,,;
e.
f.
S.
5.4.4
Side and side mount shall generally be selected for external displacer.
Suitable means of stopper to avoid out of joint to O911bi.0t1.!ed for linkage arm.
Extension fin shall be provided as per vendor stan-da$,,,r
., ,.':' .).
Radar Type Levet lnstruments
,,,. -,iirii . "'
Adequate type for required liquid and, vq,lisdl,'shall be selected at detail
a.
engineering stage from following,.tyBes. "',t,, '
(i)
(ii)
$pe
open space
guided wave type
b.
c.
StillingwellshallbeproviQedi,4'$'ffiireO.
Dead band and refltjctioir dn"iwatt shall be considered to the selection of
d.
5.4.5
i.i:.:,,,,r'
,,.,;,ilir\,;.
(pffi.fypdf'
.ljr"r"'
a.
.b.
'dr
'e.
of communication cables.
Function of OWS shall include but not limited:
inventory management.
b.
alarm handling and process display.
a.
G.
d.
e.
f.
21 October2016
ta
5.5
PERTAIYTINA
Presure lnstruments
5.5.1
General
Pressure taps on horizontal pipe lines shall not be located on the bottom of the line.
5.5.2
Pressure Gauge
a.
b.
c.
d.
e.
f.
S.
h.
5.5.3
protector.
,, ,''I
be._
used.'
'
Pressure gauges other than process use such bs air supply gauges, output
gauges and so on installed on the instrurnent shall be manufacturer's
standard miniature gauges.
Liquid-filled type pressure gaugcg shall,be used for the service that has a
possibility of influence by the vibitation such as pump suction and discharge.
Gtass shail be splinrefng qlo$ !V.ne.
Pressure Switch
Pressure sw.itches.,Will,ibe used
a.
control
it;
"
r';:
b.
c.
5.6
i",r,
1,,9[heral
't::
"i,:,,ri
a.
b.
c.
d.
TypeKthermocouplesshall generallybeusedforservicesfrom0to1000'C
RTD shall be used for services up to 600 "C where precise temperature
measurement is required such as control, interlock and shutdown or
temperature compensation applications.
All temperature elements except for surface mounted elements or embedded
bearing temperature elements shall have thermo-wells.
of
e.
5.6.2
Care will be paid during construction that proper storage of TC/TW and
tighten TW entry when the entry supplied loosen to construction site.
Thermocouples
The temperature EMF, electromotive force, characteristics and tolerances
a.
21 October2016
l,
,,
PERTAI}TINA
b.
Element diameter shall be 0.9.. for single element, 0.5 mm for double
element.
Ungrounded element shall be used unless otherwise specified by the Owner.
d.
''lLt':
a.
b.
c.
;lfi:
5.6.4
TempratureTransmitter
a.
b.
c.
su itabl
5.6.5
Temprature
a.
b.
c.
d.
e.
5.6.6
e i n view of
th
ermal
Gauges
"ond"1f
qlt,,',11-,..ascessi bil
ty.
,,",'{.-,,..1i',
Thermo-wells
C,
, .
r,
i
.,,r,,'
,
' ',.r,"',.r,..,,,'
stobk. The thermo-wells for gas and steam services shall have suitable
performance for the resonance effect under the operating conditions.
4'to 6'
8'and above
300
450 or 600
Elbow Mount
2s0
c.
Therefore the above lengths shall be adjusted to match each installation. For
example, threaded well length shall be deducted by 150mm. for insulated
line, length shall be added by insulation thickness. Available flanged thermowell length will be 250, 300, 350, 400, 450, 600 mm.
Thermo-wells shall generally have flanged connection unless othenrise
specified.
21 October2016
l.
,,
PERTAI}IINA
5.7
5.7.1
b,
Valve bodies shall be carbon steel with stainless steel trim as a minimum
c.
d.
e.
t.
s.
perrANSl/FCl 70-2. Seat leakage for tight shutoff service (TSO) defined in
P&lD shall be Class V or better.
Requirement of side-mounted hand wheels on a control valve shall be
specified in P&lD.
Cooling fin or extension bonnet shall be provided for service of operating
oC
or over 230 'C. However, vendor standard criteria
temperature below 0
will be applied where vendor can propose more wider-range.
Trim material for the control valves should generally be selected from the
combination shown in the table below.
.k.
l,
CONTROL VALVES
(TRrM MATERTAL TABLE)
A1
P2
A3
21 October2016
l.
,,
\
PERTAMINA
TR|M
A,I
PART\
tlAI\4E
A3
P2
I-{AREN
MFDEN
321SS
ED
ED
MO{E-
[4CtlE-
L,
VAL\E
304
316
316S5
PLUG
SS
SS
SS
31655
SIE-U
63GS
S'IEIJIE
.IE
,l4B
316SS
31655 W
W STBIIIE
SS
SFEAIH
SFEA]H
u7
,,s$
,
FACED
SEATS
PGTS
W 4,ffi
MRDEN
SIET.[E
W
31655 W $E.lrIE
SHEAIH
S'IEIIIE
N4ChrE-
304
316
3,1655
MB
31655
SS
SS
SS
SIE-U
6365
IE
SS
31655
SI-EA'IH
31655
4M
SS
SS
316S5
W
SIEIflE
SIEIJ-TE',
En
STE.II
SS
31655
FACED"
]E
SI-EA'IH
SEASs:;ri
FACED
SEATS
SIE.U
630
SS
448
SS
ffi
321SS
ED
u7
N4CNE.
NrO.{E-
SS
tvlO{E-
316S5
31OSS
' ifl
,l' ,;", '
t/ l:',r
TE
.r",n.
316S5
31SS
SS
316S3
SIE1JTE
WIH
S]E-
TE
BOFE
SIEU
W,
MRDEN
SS
",
,dlIsr
ffiS
BLSFM{G
SS
'' ir,,ri
.h.IARDEN
316
SHEAT
H
GLIE
t'r
s4
44G
u7
,"1"'li,r
316SS
321SS
ED
SFEA'IH
SHEAT
SEAT
RNG
;i.i
.Pry
UIE
#'
.448
SS
316S5
$ErflE
W
STE-
SI-EA]H
BOFE
LIIE
4165.5
SHEA
6365
TH
BffiE
PACTfiG
MFRS
MFRS
[,fRS
STD
SID
SID
IvfRS
SID
IvlO{E-
BOX
3,I6SS
316SS
316SS
316SS
NIO.IB-
BIJSHNG
0r
I\rfR
t\,|0{E-
SSlD
ir
RETAINE
RNG
(IFTJSED)t
PACXhIG
BOX
316
SS
316
316SS
t\4G{B-
321SS
u7
SS
SS
SPRING
(F
LSED)
ad
VAVE
STEM
VAVE
[iFR
MFR
MFRS
MFRS
MFRS
[f,RS
Loo(FN
SS'ID
SID
S'ID
S'ID
S'ID
PACXS{G
SID
II,FRS
STD
[4CNE.
[fR
I\il0!E-
SS]D
BOX
.l
..1
21 October 2016
,rG
PERTA}IINA
41
A2
A3
PACI(NG
S'IE
S'IEEL
EL
S'IEE
L
STEE-
BO(
SPACER
ad
G-Al.lD
S]EEL
S'IEEL
SIEEL
STEEL
FlA.lGE,
STLM
adNUTS
ll
m.
Body and trim materials for the o-off valves should be equivalent to the
materials specified in "specification for Piping Material!.'
n.
For wet H2S services, 304/316 stainless steel (Austenitic SS) with applying
alloy-6 (STL) of trim shall be used. The valves for use in wet H2S other than
trim material shall meet the requirements oJ NACE MR01 03.
Ball type on-off valves should be designed in accordance with API 6D. On-off
gate valves should be designed in accordance with API 600. On-off butterfly
valve should be designed in acbordance with API 609.
Butterfly valve maximum:opening shall be 60 degree for control valve, 90
o.
p.
q.
(TSO).
jrr;r, .,ii
',i;,r.,::,','
r,,,,,
'
rr;*,'
tr;1
rr
'i",r,,',___i
t
Where ball type is applied, trunnion type shall only be allowed. Floating type
may ba,used only when bi-directional shut-off can be accommodated.
,alrb with hole on ball shall be used for LPG service.
,r11'
t;,i,,
'..,
,,.,,it
,l
:.:
21 October2016
in
t,
PERTAMINA
Typ+l
EY-X:OO(
e)
Scl:2OO
laP.G
Fail Clo*
ry-xE(x
Type-2
I.A
H Prc.s 4OOkPaG
Feil Opeo
(1)
1j,1,,
On-()fT\ratvc
r"
.,,,:,,,,t,
;ir
,:il'
'r'r:lr'
(3)
l.
jl
\'crdor rkpll eilscilllcrll nsssrrorict srlo tte r"{tt's Jor Lrotb c:rser rhu$n rbsr'.t-
r''
.*
t.
"l
The operator shall receive feedback via the PCS that the final element(s) has
responded to the initiating device. Position sensing limit switches on the
ESVs generally be required to provide this feedback where it is not apparent
(eg, by an immediate interruption to the process) that the shutdown has
occurred.
Welding repair shall require prior approval of the Purchases for WPS/PQR
when use cast valve body.
21 October 2016
,3
t.
PERTAMINA
Drain plug (on the valve bottom flange) shall not be provided unless
otherwise specified.
v.
Mill sheets shall be submitted to Purchaser for valve body and associated
accessories.
5.7.2
Actuators
Diaphragm with spring return type pneumatic actuator shall generally bq
used. Piston with spring return type shall generally be used for shutdown o4off applications and control applications where long stem travel or strong
actuator power are required in excess of those available from the diaphragm
actuator.
b.
c.
d.
with
rust
g.
5.7.3
Accessories
Valve position sensor (limit switch) for pneumatic actuate valve shall be
a.'t'.; .
b.
sunshine.
d.
t.
s.
h.
lnstrument air tubing shall be of minimum %" OD, type 316 stainless steel
tube with double ferrule compression type fittings.
Valve accessories such as air set, positioner, booster, solenoid valve etc.
shall be completely assembled on the valve by vendor.
Speed controllers to control opening and closing speed shall be equipped on
all on-off valves, where applicable.
When limit stop is required, the adjustable lock-nut type with protection cap
shall be provided. Hand wheel shall not be used for this purpose.
Valve opening/closing direction and neutral position for hand wheel shall be
cleariy indicated.
Lubricator shall be provided as per vendor standard criteria.
21 October2016
,s
5.7.4
PERTA}IINA
lndentification
Valves shall have the following identification on the valve body (vendor standard
name plate acceptable).
a.
b.
c.
5.8
General
The electrical motor operated valve actuators shall be suitable for opepling under site
conditions and system conditions as specified in the requisitignand data sheet. lf not
specifically mentioned therein, a design ambient temperaf,yr,b .gf'.S0"C and an altitude
not exceeding 1000m above mean sea level shall be considered',,
5.8.1
415V
Tectical
Specification
_..,/* . . "i.:.lt-+,'
,,r,r,iiir,:,r
.liJi
Each MOV actuator shall inclq.de tfte-frlpJdf; actuator unit, gears, position indicators,
limit switches, hand wheel,$eclrica!.starter and controls, terminal box, push button
etc. as a self-contained uriih.Rl' adtiator shall be sized to provide adequate torque
and or thrust to ensure tfre do,.qllplbte intended travel of the valve under the worst
operating and electrical power supply conditions.
Motor
a.
Th.e, lnotor shall be designed for valve actuator service with high starting
: ,,. torque and shall be suitable for Direct on line starting. lt shall be rated for 52:'.F.,,,
,"''
r',rr.,,. :: 15 minute
1.r., ;.
.. :,.
i, r,,oi
'iil,il
'
.i
rr d.
e.
f.
'
standards.
5.8.5
a.
b.
selector switch.
'LocallOftl Remote'selector switch, padJockable in each position
21 October2016
,C
PERTA'$INA
c.
Local continuous position indication from 'Valve fully open' to 'Valve fully
closed' position, which may be of analogue or digital type using mechanical
indication/ lndicating lamps/LEDs.
d.
External PUSH Button operation for actuators 15-20 metres away from
actual position of valve installation with flame proof enclosure.
Control Facilities
The internal controls and monitoring circuits shall be incorporated within the integral
starter along with transformer and control unit of valve actuator. Remote control facility
shall be provided, if specified in the data sheet. The remote control circuits shall be
powered from intemally derived control supply voltage, unless the use of external
supply for remote control is specified in data sheet. ln order to cater tq rmote control
and indication requirements for 'Position of Remote/Local/ Off selector switch', if
specified in the data sheet, an additional Monitoring relay/ auxiliary relays shall be
provided as a part of the valve actuator. As an alternative, a c.ommon status contact
indicating the availability of the MOV actuator for remote @ntrol may be provided by
monitoring the following: - Loss of one or more phases of power supply - Loss of
control circuit supply - Selector switch in local mode - Local stop push button set to
'Off - Motor thermostat tripped - Any other local faulVabnormal condition. Where
applicable, one number hand-held infrared remote programming device required for
site commissioning and reconfiguring (without the need of removal of the MOV cover)
shall be supplied for each group of 10 valve'actuators (subject to minimum one
infrared remote setting device, even if number of valve actuators are less than ten).
5.8.7
operation of the MOV. The energlzation of the motor shall automatically re-engage
power operation.
Where speofiied ln th; data sheet, the MOV actuators shall be suitable for 2-wire
control system.,These actuators shall have individual field units connectable to a
masterstation through a single 2-core cable loop for control and monitoring of the
MOVs. The vendor shall indicate the maximum number of field units that can be
@nrietted to a master station and the maximum distance from the field unit to the
, , master rstation. The vendor shall also indicate maximum number of control inputs and bohtrol/status outputs from each field unit that can be handled through the 2-wire
| '
.,
.:cQliltrol
Local
6.
,
system'
"'
,,
,,,..
rt
,
'6.1.1
This paragraph covers general requirements for local gauge boards (LGBs) located in
field, vendor packaged unit control panels (UCPs) located in either field or
6.1
.2
6.1.3
6.1
.4
Main
LGB shall be located in field and composed with only lamps, switches and indicators
a operatofs interface,
21 October2016
\
,,
PERTAMINA
of electrical
classification, to ensure proper operation in plant outdoor atmosphere.
Packaged unit control panels located in MCR shall contain the programmable logic
controller (PLC), for the logic system. ln case that logic is simple and small, hardwired
electro-mechanical relays may be used.
6.1.5
6.1.6 To facilitate
6.1
.7
his
proposal
Equipment No.
BOG Compressor
c-101A/B
Location
'. ,i '
c-201AJB
1J6,P to.,be located
'bridgip,.house
K-301 A/B
P-701NB|C
K-601AJB',:,:,""1.
UCP
unit
.,.. i.
Skids
)l
^.::,
'':;,. ....:'
:.
,.i;
,'..'\.
yl .:,,
.'r'?1"
''l.\ril
o,?-,,,,flB
F-401
BOG flare
i.
l.
A-201,202
A-301,302
pump skid
.,pCe to be located on
to be located on
Package
lgnition panel
&
LCP
to
be
*.
in Weighing
Ga4gway
K-101, K-302
N/A
.irl,
to be
K-61 1A/B
UCP
K-612
Bottling skid
located
in
each
K-613
6.2
Panels
6.2.1
The panels shall generally be of sheet steel and free standing cubicle type and be
suitable for the climatic conditions where they are located. Stainless steel or UV
resistant plastic (e.g. GRP, polycarbonate) shall be used for the panels in field. Door
shall be provided with a handle and key-lock. Handle and key-lock types shall be
standardized as much as possible in detail engineering phase. Front and rear access
should be available. As a minimum, the panels located at field shall be lP 55 rating
21 October 2016
PERTA'tf,INA
,-
6.2.2
6.2.3
6.2.4
6.2.5
of channel
base/plinth shall be provided for panels in buildings. The panel located at field shall be
sized per vendo/s standard. Rittal TS-8 series is preferable for the panel in the
Buildings.
Earth lug and lifting eye bolts shall be provided as necessary.
Sun-shades/weather hoods shall be provided over the panels located in field.
Localized hood over the displays such as enunciators shall be considered to prevent
glare on the legends of displays. The rain water shall be free drained.
Ventilation or cooling facility should be provided as necessary to maintain hazardous
protection or to maintain operational temperature of electrical hazardous,a.rea. i,'
t'
6.3
6.3.1
6.3.2
Switches
', ,,
to lP55 as minimum or
equivalent and be certified for installation in the associated elmtrical hazardous area.
The following color code shall be used for indicating lamps: . '
ln safety operation / status : amber or white
,t ''''
Alarm general
: yellow
Alarm emergency
: red
Motor/system runs
: green
red
Motor/system stopped :
Valve status - full
: green
Valve status - full close :
open
6.3.3
,,,
;,r:;,,
red
r,
,,til
'
green
yellow
black
green
oFen
.tu*P'shatlbe
6.4
Annunciators
,,
,
i.i,
';
'\'1r'"'-
F_llowing
'';r
are general requirements of alarm logic outline, and detail location of the buttons
:,i,..
,.a.
in
18.1, type
F1A.
b.
c.
d.
e.
device.
Push buttons for "Acknowledge" and "Lamp Test" shall be provided according to the
alarm sequence applied.
The feature shall be given so that a common group alarm and common group trip
alarm can be provided for indication in the MCR by hardwired signals.
Alarm and shutdown points on annunciators shall be separated.
Alarm contacts to be repeated in PCS system shall be of voltage free (dry) and
unlatched.
21 October2016
L
,,
PERTA'ITINA
6.5
Electrical Wiring
6.5.1
6.5.2
6.5.3
The cable entry into the panel shall be from the bottom or the side. Holes for cable
entry to be required shall be provided by vendor. The size of cable entry holes will be
advised at detail engineering stage. Cable support bar shall be provided at adequate
adjacent to the cable entry.
Terminal blocks shall be provided in the lower portion of the panel and all wiring
including purchaser's wiring to/from the panel shall be terminated on these terminal
blocks. At least 10% spare terminals shall be provided. Terminal blocks for instrument
signals and electrical power in the panel shall be segregated.
A circuit breaker shall be provided for power supply (in-coming) line. At least miniatul
circuit protectors shall be provided for each power sub-distribution lirtg'l.Wlhin',the
panel.
6.5.4
Terminal blocks shall be screw clamp type (Clip-on), insulation displacement type
(lDC), Cage clamp type or equivalent. Where instruments are editipped with screw
type connecting terminals, the wire ends shall be provided yuith spade type terminal
lugs.
6.5.5 All terminals shall have terminal
6.5.6
and numbering shall be same as terminal bloclrs_ofi,Jun$ion Box (JB), Row of terminal
blocks shall be assigned in each JB-wise..All spii4 lihr.db of multi-cable from Jield shall
be connected in the terminal blocks. ,
:
Wiring segregation inside the panel shallbe.ae,.follows:
AC230V power and DC48V $slenqid supply wiring shall be kept separate
a.
from any other signqL wir.,r,ftg,j
electrical interference, and for safety
..1
PreVent
b.
6.5.7
6.5.8
6.5.9
6.5.10
lntrinsically safe $iqpel wiqing shall be separated from any other wiring as
required by JFC 600-f'&1.1' AN D -1 4.
Low voltq,gd 3lg4a{'wiring shall have a shielding
c.
Terminal rows shall ha96lfiequate spacing for easy connection of cables
All electrical d6tiieei$s.hA[lbe mounted in such a way that earthing is assured by metal
to metal contp$.1io the panel.
All intgrnal wittng shall be houses in a raceway.
Wilng'size inSide the panel will be vendor's standard but is subjectto Purchaser's
reYlew. 'i,,1''
O.S.tt iRtt,inpuUouiput wiring provided by the vendor shall have sufficient current
carrying
,.:"" :,,.-c?poci,lV and insulation. General wire color coding shall be as follows:
ai
..,rr.l
rt ,
,,
'' ''i
b.
.,
., ',rrr
',r
c.
AC power supply:
Hot
:red
Neutral :white
Ground : green
DC power supply:
Positive : black (or w/black sleeve)
Negative: blue (or w/blue sleeve)
No more than two wires shall be connected to a single terminal block connection. The second
wire shall, if necessary, be a jumper wire to an adjacent terminal to provide an additional circuit
connection.
6.6
Earth in Panel
6.6.1
The electrical system of the panels must be connected to ground to protect personnel
from electrical shock, to prevent damage to equipment and to ensure the reliability
21 October 2016
l.
,-
PERTAIIIINA
6.6.2
6.6.3
6.6.4
6.7
Controller)
equipment
"
"
""'
:
PLC is special controller dedicated to the packaged
p.urchaser
in the
specified
by
shall
be
The make and model of PLC / special controller
provide
PC
phase.
reqlllled
vendor
be
The
should
detailed engineering
configuration software, interface hardware, and all the doeumentation for the system
determined by Purchaser. lf the vendor does not intend to suppty PC for configuration
6.7.1
6.7.2
6.7'3
6.7.4
6.7.5
6.7.6
to
due to his policy, supporting procedure and organization by the vendor to modify or
i:
maintenance software shall be proposed to Owner.
When individual specification calls fordual redundantCPUs, one shall be in control
and the second as "hot" standby.
with
U.r.7,'r"
,,,,,
:r
6.8
.6.8.1
6.8.2
6.8.3
MODBUS Ethernet protocol. Other communication protocol such as Profi-bus, Devicenet, OPC etc, also can be considered in detailed engineering stiage whenever it is
feasible or practical.
Vendor shall advise of available signals to/from PCS and their address so that
Purchaser can select the signals actually to be used in order to shorten cycle period
for communication.
21 October 2016
L
,7.
PERTAfiIINA
lnstrumentlnstallation
7.1.
General
7.1
.1
All instruments shall be designed so that they are accessible and their installation
7.1
.2
All piping, tubing, cables and cable tray etc., shall be properly supported
7.1
.3
7.1
7.2.
'r',r,.
ground.
' : .:.
..
'i
tt
il
,.,, .i
lmpulse Lines
7.1 .1
All instrument impulse lines from the process connection to theiiinstruments shall
7.1
7.3.
.4
systems.
hot piping
All construction design shall be considered the subsidence of
.2
7.3.1.
a.
TuOing'\
ii,.,{'l'
.'
'r'"'
b.
,1
a.
i,
l,
Pipirtglfrom the isolation valves on the main instrument air supply header to
,.,individUal consumer shall be of galvanized carbon steel pipe and threaded
.,,
r.,,
'i' .: "' , cr,l
.i.. ,,
.i.r' ,,r.
"' .'.',,,, d.
,,i.
' ,r,.. I.'i,
",.:7.4.
The final connection to individual air filter regulator and instrument shall be of
the same materials as pneumatic signal tubing.
Appropriate number of spare valves with plugs shall be provided on the main
instrument air header on the skid.
lnstrument Calling
Cable Laying
7.4.1.
a.
b.
c.
lnstrument main armored cables from control building to field junction box or
local panel shall run on galvanized steel of stainless steel ladder type cable
trays in overhead.
Armored cables from the junction boxes and local panels to individual field
instruments shall be installed in galvanized steel or stainless steel perforated
cable trays or angles.
All cables on cable trays or angles should be fastened by stainless steel tieband. UV (Ultra-violet) resistance plastic band can be used in the location
21 October2016
L
,,
PERTAMINA
which does not exposed under the solar ray such as inside covered trays,
buildings. Normal type plastic band can only be used inside the panel or box.
Cable entries to local instruments, junction boxes and local panels shall be
from bottom as far as possible or from sides, and via cable glands. Bottom of
junction box shall have room to have enough slack. All armoring shall be
connected to the frame grounding system.
Cable gland shall be Nickel plated brass with metric threads such as M20-1 .5
and shall have Ex"e"/Ex"d" hazardous certificate. Plastic cable gland can be
used when the usage of a brass cable gland is not feasible or not praqtical to
d.
particular equipment.
All cables shall be marked clearly, durably and consistently at alt conneclion
points. All wires shall have circuit identification markers by trsing ,qlastic
i
sleeve or ferrules at all termination points.
7.4.2.
Cables
a.
b.
c.
and
minimum 300/8O0 volt PVC insulation. Outer sheath shall be of PVC. Single
layer,,,of galvanized steel wire armor cable shall be used for outdoor cable.
, Maxim'um allowable voltage drop shall be within 5%.
'Gable..5hall
be sized taking the power consumption, cable length and
d.
,,
',
"'',i Po*e, supply cables and solenoid valve signal cables shall be
.i. fr
:
stranded
manufacfurer's requirements into consideration, and be of 600 volt crosslinked polyethylene (XLPE) insulation. Minimum wire size shall be 2.5 mm2.
outer sheath shall be of PVC.
Maximum allowable voltage drop shall be within 5%.
Multi pair cables from junction boxes / local panels to control systems in
buildings (e.9. MCR) shall be as minimum 1.0mm2 of stranded copper,
twisted pairs or triads and with individual screens for signals or overall
screen for solenoid valves/lamps.
All cables shall be flame retardant based on IEC 60332-34.
h.
21 October2016
l'
,,
PERTAMINA
BlacUwhite
Pair
Triads
Type
extension cable
AC power source
DC power source
Black/white/red
Green (+)/white (-)
Red(hot)/wh ite(neutral )
Black (+)/blue (-)
Green (protection ground)
Green/yellow (instrument
fi
ground)
Green/yellow
,,,,,r,,"'..,,,,.,,
'i.,. ..,.,
(ii)
tt.
Outersheath
:::,' ...,t .
: Black lri' i '
lnstrument cables
Thermocouple enension cable (type KX) : Green
: Blac,k
AC/DC power
lntrinsic safety cables : Lffi $lue' or Black with light
ttt.
7.5.
Gas ,,
with
""
Juction
Boxes
7.5.1
a.
b.
c.
d.
e.
f.
S.
mica
ir
,.rrt,,rn*;t
AC power/signal ,,r,
it'a{i,
48V DC power/sig,5*bl
. i, i,i,,,,.l
24V DC power/si$figfir .-";
Thermocouple siglal
,.
RTD signalS""'
.,:J'
'
r,:,.,.,,.,ra:numbgfs.
,7,,5.4.,, Junction boxes shall have terminal blocks to connect spare wires of multi-cable.
7.515'
7.5.6
7.5.7
7.6.
Cable entry holes on junction boxes shall be minimum ISO M20 x 1.5 with brass blind
plugs. Connection size will be advised at detail engineering stage.
All junction boxes shall be labeled using stainless steel plate.
Auto drainhreathing device and external earth connection shall be equipped.
Grounding
7.6.1
Cable shields (screen) shall be insulated from ground at field end. Shields will be
connected to the "lnstrument earth bar'' in the MCR or other building. All shields shall
be insulated from each other, except where common (shields/drain wires terminated
in separate terminals and linked together) in order for multiple shields to be routed
back from field junction box or local panel via an overall shielded cable. 'Ground
7.6.2
21 October2016
,E pERrAnrNA '.'[ttTln?::[X"il''"'
,"=,TL'"18h:":
External grounding connection of armor at field end is not required where shield has
electrically continuity with any grounded structure such as through cable gland.
Armors shall be connected to "Plant safety earth ba/' in the MCR or other building.
8.
a.
b.
lnstrument
,,
.;,,,
l
Project specification and/or drawings to be developed based on the aboVp slandards during detail
"i.'
engineering stage.
8.1.
Accepting Test
8.1.1
FAT witnessed by Purchaser and Ownql,sh4fl bo carried out for at least following
major instrument
a.
8.1
.2
8.1.3
,.
:i:,.
,,
r..r.,
dedicated
'l
iia
All ,thEi,teSt reports shall be submitted to Purchaser soonest possible after the test
.t''' heen carried ouUwitnessed.
82?.,, Calibration report shall be submitted prior to be delivery.
, .2.3',,, eertificates for electric protection for installation in hazardous area shall be submitted
tri' :;t' ' Priorto delivery'
'
.3,"'t-
'..,1i,
PMI (Positive Material ldentification) shall be carried out by manufacturer in accordance with
PMI for the body of all pressure containing instruments such as valve body, in-line flow meters
bolt/nut, gasket and so on shall be performed in accordance with the following criteria, but not
applicable on the trim for CV or inner of the instruments.
: not applicable
Carbon
3041304L stainless steel : Magnetic Check
316/316L stainless steel : Magnetic Check and Molybdenum Check
Other stainless steeUalloy : Spectrum Port Check (by suitable analyzer)
a.
b.
c.
Code:
..
8.2.1
ll''
,i,
b.
c.
'
8.2.
equipmenr'
Control systems such asr,P0,S, E&GS, Tank gauging system, UCP's for
steel
RFP-001/T00300/2016-S3
21
October2016
Page121of BOOTAgreement
l.
,,
PERTAMINA
8.4.
8.4.1
Chemical analysis shall be performed by manufacturer for the body of all pressure
containing instruments such as valve body, in-line flow meters and so on in
8.4.3
8.4.4
WPS and PQR shall be submitted for welding repair, and prior approval is regtiifed by
8.4.2
equivalent.
Purchaser.
8.4.5
8.4.6
,:::'i,,....,
Test and inspection forthe valves shall generally be carried out in acoordiiinBej'with
API Std 598, unless otherwise specified.
,:: i, i:,
General requirements of NDE are as shown in table below:
TABLE-1
{f
a,,:;;,.
MATERIAL
GROUP
MATERIAL CLASSIFY
CLASS
CARBON STEEL
PT
9OO#
ABOVE
1.2
2.5Ni STEEL,
CLASS'Sg0#'
3.5Ni
ABOVE
STEEL
'1.3
ALUMINUM
,,
'i;
,AtsOYE
jli
PT or MT
c-tAssr 900#
CLASS
ABOYE
ABOVE
GLASS 150#
i't,,: ,ABOVE
ClRss,,ooo*
KILLED
otlilT
'i:,
l oRQeo
i"..rra999y
CASTING BODY
RT
1.1
l',,...-,,i
15OO#
CLASS
BUTTWELD
RT (3)
CLASS 9OO#
ABOVE
3OO#
ABOVE
CLASS 3OO#
ABOVE
CLASS 150#
CLASS 600#
ABOVE
ABOVE
';1,..,:.
,
CLASS
1.4
3OO#
ABOVE
CLASS 600#
1.5
ABOVE
\i.):i::, ti:.
1.7
ii
0.5er-0:,6l0lo sTEEL
CLASS 600#
ABOVE
1Cr-O.SMo STEEL(1)
CLASS 600#
ABOVE
1110.
2.25Cr-1Mo STEEL(2)
CLASS
3OO#
ABOVE
'1.13
5Cr-0.5Mo STEEL
CLASS
3OO#
ABOVE
1.14
9Cr-1Mo STEEL
CLASS 600#
ABOVE
CLASS 600#
ABOVE
CLASS 600#
CLASS 600#
ABOVE
ABOVE
CLASS 600#
ABOVE
CLASS 600#
ABOVE
CLASS 600#
ABOVE
CLASS 600#
CLASS 600#
ABOVE
ABOVE
CLASS 600#
ABOVE
CLASS 600#
CLASS 3OO#
ABOVE
ABOVE
CLASS 600#
ABOVE
CLASS 600#
CLASS 3OO#
ABOVE
ABOVE
CLASS 150#
CLASS 150#
CLASS
ABOVE
ABOVE
ABOVE
21 October2016
3OO#
CLASS 150#
ABOVE
,s
l.
2.1,
2.3,
2.5,
AUSTENITIC
2.2,
2.4,
2.6,
STEEL
2.7
PERTAITilNA
LOW
TEMP
CLASS 150#
CLASS 150#
CLASS
ABOVE
ABOVE
ABOVE
CLASS 9OO#
ABOVE
CLASS
CLASS 600#
ABOVE
CLASS 600#
CLASS 600#
ABOVE
ABOVE
AMB
CLASS
TEMP
ABOVE
HIGH
TEMP
ABOVE
9OO#
CLASS 600#
items
8.4.10
g.
CLASS 150#
ABOVE
15OO#
ABOVE
8.4.7
8.4.8
8.4.9
3OO#
WC9
CLASS 9OO#
ABOVE
,
:
"1,,
',,.
,. , '
Material group shall be in accordance with ASME Bl 6.34.
Test pressure for steel bodies shall be per ASME 816.34.
For cast iron. Brass, or bronze bodies, test pressure s.fall,.be two times primary
pressure rating.
,,...,.,.
Ball or butterfly valves shall be fire tested according to API 607 and API 6FA.
Documentation
9.1. General
,,,'.
...
g.1.1.
,.t,
!$fl- SS.i"t:,,i'
4,
Q$.3
S5.4
. ',,,,
s20
,,,'
r;" ' ','[SA
';' "'
9,1:2r" Software Tools
.'.1S4i.,89
,:",',:,lSA tSA -
':
.,
,'...'
.r,
ir,i
GraPhic SYmbols
'
.''ir'
contractor
ff1'":H:f;:"';:til=15",r%,Tfrffii"":::',I3'i3;l:""n"0
To develop the documents specified 10.2.1 through 10.2.3, usage of engineering data
SPl, lnstrucalc, lntools, ETC. also can be considered at detail
'
9.2.
lnstrumentation Symbols
Binary Logic Diagram
1r
",ii,
.,,;i,o,
:
:
:
:
:
fnj;;fi"*as
Documents
At least, following documents shall be developed, but not limited. These documents can be
combined or separated as detailed engineering requirement.
9.2.1.
Code:
RFP-001ff00300/2016-S3
21 October
2016
I
,,
PERTAMINA
These instrument data sheets shall cover specifications per tag no. relating to the
type, measurement range, transmission type, service, fluid to be measured, process
conditions, connections, etc., of instrument.
9.2.2.
9.2.3.
m.4-t1ol
:v.qlyes,
9.2.4.
9.2.5.
il.
,ii
submitted.
9.2.6.
firry**'
.,1,.ii1y1,,,.
.y,,i,,,,if
9.2.7.
,ij,-rlr,,
.,,.,,,,
9.2.8.
iTh.-e,s.,g
1,,'
9,8,9:,
'l;
"r"'r'
21 October2016
,n
PERTA'}IINA
9.2.1
3.
to
be
a.
(i)
(ii)
(iii)
b.
records.
,1
'
,,.,
provide:
(ii)
(iii)
9.3.
(i)
provide:
lies,
Calibration records.
Loop test records.
,,,
,
r
Manuals
'i
ir'
10.
10.1.
10.2.
General
Special instruments, eqliBmbnt an.d'tools required to maintain and calibrate the instruments
and systems includir.l$' pf:lrer6itiliilng tools for re-configuration of the software should be
provided by vendor. 'liilr.
a.
{f
ir,gr1it
,:...
.,.t.
p<i'5rOs
such as l/O cards for PCS shall be provided wilh 20% installed
spares.
All, hadwired relays, annunciator windows, and terminal blocks
'.rtOr,ded with 20% installed spares.
b. ,.
:,:r:''r.,,..
,,'
,,,
in panels shall
be
.:
10.3. :,'.Future Space
.:t,,',
'.:
Future space of following items for one spherical tank which will be added in the future shall be
considered.
a.
Cable tray
b.
Duct bunk
c.
Trench
d.
System cabinet, in accordance with the minimum requirements relating thereto which
may be provided by PERTAMINA
e.
Marshalling rack, in accordance with the minimum requirements relating thereto which
21 October 2016
t. pERrAnrNA
,E
'.'[tbfln?::l1'il'',
,"=',H1,'jf.i::
f.
llE Rack, in accordance with the minimum requirements relating thereto which may be
provided by PERTAMINA
S.
h.
etc.
riilri,.
.ii'i'
'i.,,,r
;11,,,,.
"
::
';i.;'
:,..,
r,*: ,
i;
.,,
er '"iIJ
,. t:r,.
;j',''ir
?,
.r
it
ririt1".
'.)'-l: ,.l',.
''f':':'
n::,
'rii:
I'l^s
&*"
...
,1i$''
IL
*- i"i':r
'ir.$' "lr
r'r.i,'
.yl
3;
'iY'r"i
'ii','r4
'l':;;"
'ilr
r.r' il {iJ- ''"{
'i'
ri ]i4r
.+
;it
n,.ii
f"
'ir
_.
:.;,
' i,
ri
,*r'
:t
J::
r::'t,''1''
i.t
lri,
'?.!
"t'
r
,l
,".
,:.
'ili::l
.r"
'"il'.
.+,
\.
:;'
,,|;
11;. lr,,',,r+.. +,
.:h.
'r':ii'tliri(
lrr
,,i1,,
ftrl
ii
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,,
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.#' 'ri.".,:i,
irt ; ll
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6-53
21 October 201 6
Private and
PERTAIUTINA
,N
Boor
Confidential
Asreement
Appendix H SITE
Pursuant to Article a.1(f) of the Agreement, ISPCI shall acquire and financing the land for the Site, subject to the
followings terms and conditions:
1.
Area
ln the selection of the land to be acquired by ISPCI for the Site, [SPC] shall comply with the following
requirements:
a.
b.
[SPC] shall highly consider good access to the sea to support the future developmint ot
infrastructure, inter alia increasing the capability to accept vessel berthing and their.fr6999n0y of
vessel berthing in the future, sea flow which does not require dredging, etc). ,:r' t,-'
The Site shall have a minimum land area of 20 ha to house the Terminal, with the length and
of the land corresponding to NFPA ((National Fire Protection Associatrbn) - 58
width
requirements.
"
.''t,
c.
The Site shall be located in the range between Surabaya and Tuban;tFr,labaya and Situbondo,
,
and around Kabupaten Bangkalan, Pulau
d.
e.
The road access to the Site shall have a width of approximately twOlve (12) meters.
Madura
ln the selection of the land location, [SPC] should prioritize safety aspects and operational
reliability in compliance with the Legal Requirerfrentsl and it cannot be transferred to other
location.
..,
,'
i,
:,
f.
ISPCI should prioritize land that will givg'sufftbieiiilAocess for PERTAMINA's LPG skid tank and
the land's proximity to road access artp,:9,nsid6n'ihe marine aspects'
S.
All issues related to the land lgtne qiU,rp'be settled first by promoting a spirit of business
collaboration which will be hefidfisial for [SPC] and PERTAMINA. lf such issues cannot be
resolved by the Parties, suqf.r issueS. shall finally be settled by BANI. Article 20.3 shall apply
mutatis mutandis for thete,tllbnlgp[df issues referred to in this Section 1(g) hereof.
'll',
2.
''ti
Status
ir'
:li'
[SPC] may acquirerthe land fot'the Site under the title of ownership or under the lease agreement,
conditions:
fo.llgwlnSr'tetms'and
lf the&nd will be owned bY [SPC]:
subject to the
a.
'rl'
'
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"",l:rr'lhe
title of ownership shall be held by [SPC] under Right to Build (Hak Guna
. (ll',,, .
i: Bangunan (HGB)) land certificate and not Right to Build (Hak Guna Bangunan (HGB))
'':rrr:
'l
["iLin,*i";;Rd,of Management(HakPengelolaan(HPL))land.
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':'
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s industrial area.
(iii)
[SPC] shall obtain the location permit and the Build Construction Permit (lztn
Mendirikan Bangunan (lMB)) or other similar permit which are required for the
construction of the Terminal on the land acquired under this Section 2(a).
(iv)
[SPC] shall ensure the land has easy accessibility from both land and sea to go to the
Terminal.
(v)
Code:
[SPC] shall ensure the land has an adequate supporting infrastructure network.
RFP-001/T00300/2016-S3
21
October2016
Page127 of BOOTAgreement
t'
,,
(vi)
PERTA'IIINA
The land shall always be free and clear from any encumbrances except for
encumbrances granted under the Financing Agreement.
b.
(ii)
[SPC] may lease the land under Right to Build (Hak Guna Bangunan (HGB)) under a
lease agreement or under a land use agreement for land under Right to Build (Hak
Guna Bangunan (HGB)) land certificate on a Right of Managemenl (Hak Pengelolaan
(HPL)) land, in accordance with the terms and conditions of a lease agreement ot land
use agreement (as may be applicable) to be entered into by and betweeri [$PC],
',1 r:
PERTAMINA and the land owner.
statement from
Pertanahan Nasional) and local district court stating the status of th lhndris free and
clear.
(iii)
The land ovvner shall be an lndonesian business entity in the form of a limited liability
company.
(iv)
[SPC] shall ensure that the spatial planning and urban,$eSigrt applicable to the land is
for an industrial area.
(v)
[SPC] shall obtain the location permitiaod thdi;Build Construction Permit (lzin
'fltri.
ar':i;:
Mendirikan Bangunan (lMB)) for the con.9$guetigfjr#tfre Terminal on the land acquired
under this Section
2(b).
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(vi)
r,",.rtr.
[SPC] shall ensure the land has eqsy,ddcgSsibility from both land and sea to go to the
Terminal.
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(vii)
[SPC] shall ensure the land hap an adequate supporting infrastructure network.
(viii)
:i
(ix)
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To the extd-nt.,fibrmitted by the Legal Requirements, [SPC] shall use its
best
endeavours tUi,J:ause the land owner to transfer the ownership of the land on the
Transfef,Date. , ,
(x)
For,the lease'agreement referred to in Section 2(b)(i) hereof, [SPC] shall procure that
Itheileaseibgreement will be made in the form of a three partied agreement to be
gnterod into by and between the land owner, [SPC] and PERTAMINA having the
terms and conditions consistent with the terms and conditions of this Agreement and
shall incorporate the following key terms:
(a)
Subject to Section 2(bXxi)(c) hereof, the lease period shall be forty five (45)
years from the date of execution of the lease agreement, or a lease period of
at least twenty five (25) years, which can be extended up to twenty (20)
years.
(b)
ln the event that the lease agreement initially entered for twenty five (25)
years lease period referred to in Section 2(b)(xi)(a) hereof, the initial lease
agreement shall have determined the lease price for the twenty (20) year
extension and upon the twenty (20) year extension of the lease period, the
price for the remaining twenty (20) year lease period as agreed in the initial
lease agreement shall apply.
21 October 2016
,8
PERTAIIINA
(c)
The land owner shall allow PERTAMINA to take over the land lease
agreement at any time and become the lessee under the same terms and
conditions set out in the initial land lease agreement or the initial extended
lease agreement.
(d)
The land owner shall maintain the validity of the land documentation for the
land and if the validity period of Right to Build (Hak Guna Bangunan (HGB))
land certificate becomes expire during the lease period, the land owner shall
file for extension of the period of Right to Build (Hak Guna Bangunan (HGB))
to the relevant Governmental lnstrumentality in accordance with the Legd
(e)
The land owner shall warrant that the land is duly owned by !tandrthe land is
not in dispute on the execution date of the lease Agreement and shall use its
best effort to maintain the land not in dispute.
(0
The land owner shall guarantee [SPC] and PERTAMINA to have exclusive
and inviolable rights to use the land for the con$truction and operation of the
'
Terminal.
(S)
..',1
,r.
ln the event of force majeure affecting the conditions of the land as will be
set out in the lease agreement, the'tglant shall not be liable to pay the lease
during the period of force majeuid. Thb, provisions relating to events of force
majeure shall be set out jn the lease agreement shall be in line with
provisions relating to.Even$gf '$oice Majeure referred to in Article 18 hereof.
(h)
Any changes to
thel,,leas
''agreement
(i)
(xi)
To the egpnt pennitted by the Legal Requirements, the land owner shall
warrait:that:il1..yill not, during the Term, transfer the ownership of the land so
as'h.caute a materially adversely affect for any Party including the Prolect
anO/oilhe Terminal.
For the land u$e agreement referred to in Section 2(b)(i) hereof, [SPC] shall procure
Uai1q9 land.use agreement will be made in the form of a three partied agreement to
be enteted into by and between the land owner, [SPC] and PERTAMINA having the
terms,and conditions consistent with the terms and conditions of this Agreement and
(a)
The HPL land owner shall grant recommendation for extension of land
certificate of the Right to Build (Hak Guna Bangunan (HGB)) on Right of
Management (Hak Pengelolaan (HPL)) land.
(b)
ln the event of expiry of the Term, the Right to Build land certificate shall be
under the name of PERTAMINA.
(c)
The provisions of Section 2(b) shall apply mutatis to the key terms which
shall be incorporated into the land use agreement.
21 October2016
L
,-
Appendix
1.
PERTA'}IINA
CALCULATION OF PAYMENT
Project Gost
1.1.
Genera!
PERTAMINA shall pay Project Cost in each Billing Period based on the following formula:
1.2.
Charge.,r,{r,1,
,i'
lnvestment Charge
The lnvestment Charge shall represent the amount payable to comperisate [SPC] for the
capital costs of the Project, including but not limited to payments to service debt and provide
equity returns to the Lenders and Shareholders to the [SPC] for the Project
The lnvestment Charge shall be calculated based on the following f,or'rnula:
lnvestment Chargen =
B1
:t, , .i,
Where:
lnvestment Charge
Fr
lDR,[o.J,,,"
....',,'J:
FXn
l;:t
:::j..
tf
Period "n" and six (6) Business Days before the last day of
the Billing Period "n'. lf the last day of the Billing Period "n"
falls on non-Business Day (Saturday and/or Sunday) or
public holiday, the exchange rate calculation shall be made
based on average of JISDOR seven (7) Business Days
before the last day of the billing period "n".
:
1.3.
Capacity Charge
The Capacity Charge shall represent the amount payable to [SPC] for fixed operation and
maintenance and all related costs of the Terminal, including but not limited to:
a.
b.
c.
s.
lnsurance;
Overhead;
Manpower;
Licensing fees;
h.
Other flxed costs required to place the Terminal in full capacity operating state.
d.
e.
f.
21 October2016
L
,-
PERTATTTINA
Capacity Chargen =
B2
x (CPln/CPlcoo) x [FXJFXo]
Where:
Capacity Charge
, ,
[o]
Fz
,,.,,
cPln
FXn
on
FXo
Operation Charge
Operation Oharge shall'represents the amount payable to ISPCI for variable operation and
maintenancq !n$ relates to variable costs such as working capital, consumables, spares and
lubes and other iariable operating cost that will need to be incurred to operate the Terminal.
,i
f'heOnerallgn Charge shall be calculated based on the following formula:
.,
'": '
Operating Charge
n=
Where:
Operating Charge
monthly payment
in IDR for
variable operation
and
Volume-B3
Fs
CPIN
:
:
:
IDR[o]/MT
the Consumer Price lndex for the United States as reported by
the United States Bureau of Statistics for the month for Billing
t
,,
PERTAMINA
Period "n"
CPlcoo
FXn
of
byo:,Bank
FXo
IDR [o]/USD
'::
[o]
'''
1.5.
,'.
Rounding in Calculation
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Calculation to determine the Project Cost for any Billing Ppriod shall be made to the maximum
of two (2) decimal places, without rounding. When ihunding, if the number in the second
decimal place is four (4) or less than the n,gq,pliln-f1;itne first decimal place shall remain the
same, and if the number in the seconddecirnal'.frlq-ce is five (5) or more than the number in the
first decimal place shall be rounded u.F to the next number.
2.
Penalty
2.'l Penalty
',',,,,
The penalty imposed to..{$PGJ dug tts failure in achieving the Required Commercial Operation
Date as provided inrArticl6 4.4 of the Agreement, shall be calculated based on the following
't''.i'
formula:
Pehalty =
ir
Where:
:::'.
l:r
r:
lltoo
'"
r:
Opemtion'Period
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2.2.1
ln the period in which the Refrigerated LPG being supplied by Gas Supplier to
the Terminal
The penalty imposed to [SPC] due its failure in providing the required Throughput
referred to in Article 8.2.3 of the Agreement which resulting from negligence, gross
negligence or willful misconduct of [SPC], shall be calculated based on the following
formula:
Where:
21 October2016
,E
PERTAfrlINA
AdditionalCost
Where:
AdditionalCost
: all
by
PERTAMINA'F claim
costs.
d%
_6ry
,&&5-
tasq.=q-*#
.
]t
s"'suMP
21 October2016
Page 1 33 of BOOTAgreement
l.
,,
Appendix
1.
PERTA'IIINA
Definitions
All capitalized terms used herein shall have the meanings given to them in the Build-Own-OperateTransfer Refrigerated LPG Terminal Agreement (the "Agreement") to which this Appendix J is attached,
except as otheruvise defined herein.
2,
Preparation of
2.1
lnvoices
.y.tit
Subject to Section 2.2 hereof , [SPC] shall submit an original invoice no later tnan th{i 0tli.BaV
of each Billing Period, for operation of the Terminal, together with the following dggumentsl
'..,:r,.'',i
a.
b.
c.
stamp;
,,rir '
t
tt',
one (1 ) original minutes of calculation of Terminal services; l,.t,
.1i,
':":r'il
one (1 ) original recapitulation of the LPG delivery;
,,ri,
d.
six (6) copies of tax payment slip (Surat Setor Pajak (SSP)) (,imly if the payment
:tl
tit
e.
f.
2.2.
*,. ,iilli.,.
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one (1) original Minutes of Stock Opnamelonly a'i,fuJitiu$ile during Supply Period).
to:
,*i{a.
(Persero)
Attn.: VP Domestic
Payment
3.1. After the invoice
1A ..'
Gas
il:
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3.
and
10.p.,,0.,,,0
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it'Lin
ji'
by
All payments under this Appendix J shall be made in telegraphic transfer in [Rupiah]
by
IPERTAMINAI, IPERT4VINAI shall settle the lnvoice within thirty (30) Days. [PERTAMINA]
shall make payrgpnt in'he full amount, which is payable, on the invoice subject to any
deduction and the incqrile tax required by the Legal Requirements.
3.2.
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4.
,
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3.3.
lf the payment falls on non-Business Day or public holiday, the payment shall be made on the
next Business Day.
Method ofPaynent
All payments by PERTAMINA pursuant to this Appendix J shall be made by wire transfer of immediately
available funds to such account or accounts specified by [SPC] on or prior to the Day immediately
preceding the Day such payment is due.
21 October2016
,8
5.
PERTAT|ITNA
Receipt
[SPC] shall issue a receipt to PERTAMINA acknowledging receipt of any payment made hereunder on
the date of such payment.
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21 October 201
,J
l,
PERTATIINA
1.
Definitions
1.1.
All capitalized terms used herein shall have the meanings given to them in the Build-OwnOperate-Transfer Refrigerated LPG Terminal Agreement (the "Agreement") to which this
Appendix K is attached, except as otherwise defined herein.
1.2.
When used herein, the defined terms set forth below shall have the following meanings:
mean:
t,.,.,,'tl''t
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1
' .
" any
all income, receipts, sales, value added, transfer, property or other taxee and
other costs imposed on [SPC] by any Governmental lnstrumentalil}of,the Republic of
lndonesia as a result of termination of the Agreement, transfer ofi.tSP0l'S right, title
and interest in the Project to PERTAMINA and paym"n, o1 11'1er:pUrchase price
't "'"
a.
therefore;
b.
all amounts payable by [SPC] with respect to tre Contrastdfst*jirin",ion costs for the
termination of subcontracts entered inio by CqntradEliiu eitne gpC Contract for the
of USD Ll; and
engineering, procurement and construction of
t',i,,
c.
2.
\PrdJe$"inaximum
lti
all amounts outstanding and payable Uy,..[Sp9l tty;':,Contractor upon termination of the
EPC Contract with respect to work comptded Sy Contractor and not yet paid for by
[SPC] and for which no amount gf,piFrdp6l'of debt or drawing of Equity has been
Projectlr
"'i1''''i:rii'
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lf PERTAMINA exercises 4p pulffi odion ,Oon its request as provided in Article 8.5, Article
18.2.3, 18.2.4 or Article, 4|.Z.tr|ofithe Agreement prior to the Commercial Operation Date,
PERTAMINA shall prUffistri4l# tSPCI's rights, tite and interest in the Project for a price
equals to the amourito.l.t st incurred by ISPCI for the construction of the Terminal up to date
of termination gf the A(lpement and any reasonable additional costs as determined by KJPP
2.1.
appointed by
th
,.:|iil
2.2.
e',
Pertiq-s,
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lf PERTAM1NAexercises its purchase option upon its request as provided in Article 8.5, Article
',t.43;,:18.2,.,{,,jbr Article 22.2.1 of the Agreement after the Commercial Operation Date,
purchase all of [SPC]'s rights, title and interest in the Project for a price
,PER.T-AMINA shall
.equq[s to the amount of present value of remaining lnvestment Charge at [--] percent (t-])%
., '2.3. ,
,,,,,,.
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2.4. lf
Agreement and
PERTAMINA exercises its option pursuant to Article 19.3 to purchase the Project, PERTAMINA
shall purchase all of [SPC]'s rights, tifle and interest in the Project with the following purchase
price:
11 The purdrase price for Ure purdrase made by PERTAMINA in Section 2.3 of this Appendix K shall be lower than the purdtase price for the purdrase
made under Sedims2.2 and 2.4 of this Appendix K.
21 October2016
,a
PERTAMINA
a.
lf the termination occurs prior to Commercial Operation Date, PERTAMINA shall pay
the price in the amount of cost incurred by [SPC] for the construction of the Terminal
up to date of termination of the Agreement and any reasonable additional costs as
determined by KJPP appointed by the Parties; or
b.
lf the termination occurs after the Commercial Operation Date, PERTAMINA shall pay
the price equals to the amount of present value of remaining lnvestment Charge at
I
3.
Termination
3.1.
rate.
Cost
'
''.,
All Termination Costs shall be borne by [SPC] in the event PERTAMINA terthinates the
.,.
thereof.
''
3.2.
,,
'
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i,'
The Parties agree to efiectuate the tansfer of [SPC]'s rights, tite and interests in the Project
and payment of the purchase price therefore so as to minimize Termin3lion C0sts, including,
as appropriate, by means of transfer of Equity of [SPC].
4.
lf [SPC]'s rights, tide and interests in he Project is required to be'tansfened to PERTAMINA pursuant
to the Agreement, upon payment by PERTAMINA of the purchase price therefor, if any, determined in
accordance with Section 2 hereof and, as applicable, the Terrnlgation,Costs in accordance with Section
3 hereof, immediately upon termination of the Agreement: :."
(a)
.,'t
. ,
',t"
:it:
[SPC] shall transfer to PERTAMlNA,,free and Obdr of all liens and encumbrances, all of
[SPC]'s rights, tite and interests in the Project, including, without limitation, insofar as they are
part of or used in the Project, all of [SPGfs rig#tts, title and interesb in:
(i)
(ii)
(iii)
(iv)
all chemicals or oth6r matgfials required for the operation of Terminal and processing
of Refrigerated, !.f G..c.on9ymables and spare parts;
alltangiblepghSonplPrbFrerty;
all intangible pgrsonal property, including patents, patent licenses, patent applications,
trade names, tiademarks, trademark registrations and applications therefore, trade
secrets,'bgpy{ghts, know-how, secret formula and any other intellectual property
rtfghts;
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',.
(ix)
and
subcontractors;
(xi)
(b)
[SPC], but unpaid at the date of termination of the Agreement, in respect of [SPC]'s
rights, title and interests in the Pro1ect;
the Prolect Documents in accordance with Article 22.3 of the Agreement;
PERTAMINA shall perform physical inspection of the Terminal within ninety (90) Days from the
Purchase Option Notice and [SPC] shall, at its own cost, perform and completed any
necessary replacement and repair to the Terminal no later than one (1) year after the
completion of PERTAMINA's inspection and PERTAMINA's request for such replacement and
21 October2016
,J
t.
PERTATIINA
a letter of
accepting the result of such replacement and repair. ln the event that [SPC] fails to commence
the replacement and repair required under this Section 4(b) within thirty (30) Days from the
date of PERTAMINA's request for such replacement or the replacement and repair is delayed
continuously for thirty (30) Days from the schedule agreed by the Parties due to [SPC]'s
negligence, gross negligence or willful misconduct, upon PERTAMINA's request, [SPC] shall
allows PERTAMINA or its designated contractor to access the Site and the Terminal and
perform the replacement and repair and PERTAMINA is entitled to fund the replacement and
repair using the Sinking Fund.
[SPC] shall perform the training program for transfer of knowledge relating to tfib Pioiect
and/or operation of the Terminal to the personnel of PERTAMINA. The training prograrn shall
be provided by [SPC]to PERTAMINA for PERTAMINA's approval within sixty (60)..Faysli'om
the date of Purchase Option Notice.
(c)
']ir
ln the case of PERTAMINA exercises its purchase option referred to in Artiole,{9.3(b) of the
Agreement prior to the occurrence of Commercial Operation Date, during the process of the
transfer of the relevant items referred to in Section (a), [SPC] shall allow,PERTAM|NA or its
appointed contractor to enter the Site and complete constructiofl-ofithe'ferminal itself or by its
appointed contractor and the following terms and conditions shall appty:
r,lrr,
(i)
"
(ii)
t'.o'
h',-"."t
F'.,,i$*..'',,'tii
. 'on', the 'Site in connection with construction for such reasonable period as
:::, I IBERIAMINA considers expedient for the execution and completion of construction of
'..
,;,:, ;;.
(d)..""' . in thei,'case of PERTAMINA exercises its purchase option referred to in Article 19.3(c) of the
Agreement after the Commercial Operation Date, at PERTAMINA's request, [SPC] shall
continue operate the Terminal for maximum period of ninety (90) Days from the date of
' Purchase Option Notice or the date on which PERTAMINA has a replacement operator to
operate the Terminal, whenever earlier to occur.
21 October 2016
,s
PERTA'}TINA
Appendix
TRANSFER PROVISIONS
Pursuant to Article 22.1 of the Agreement, [SPC] shall transfer all of its rights, title and interest in the Terminal to
PERTAMINA or any party designated by PERTAMINA, free and clear of all liens and encumbrances on the
Transfer Date on which the following conditions precedents for the transfer have been achieved:
I
ln case of the land being purchased by [SPC], [SPC] shall provide a statement letter
from
Ministry of Agrarian Affairs and Spatial/National Land Agency (Kementerian Agraria dan Tae,
Ruang/Badan Peftanahan Nasional\ and local district court which stating the status _oJ the land
is free and clear, at least five (5) year prior to the expiry of the Term.
1.2.
ln case of the Land being leased by tSPCl, [SPC] shalltransfer the title of thelqased land of
the Site from [SPC] to PERTAMINA or preparing amendment to the lease agreernent or land
use agreement to accommodate PERTAMINA as the lessee of such land, commencing from
it:
one (1 ) year prior to the expiry of the Term.
.
2.
Within two (2) years prior to the expiry of the Term, [SPC] shall:
a.
deliver to PERTAMINA or its appointed representative, a plan setting out the anticipated work,
costs and activities associated with the maintenance of the Terminal, training of replacement
staff and transfer of the Terminal.
'.
b.
PERTAMINA shall perform physical inspection of the Tenninal and [SPC] shall, at its own cost,
perform any necessary replacement and rep-ajf 'tg the Terminal. The completion shall be
evidenced by
a letter of acceptanc-q',
of
such
replacement and repair. ln the event,[hat [SPO]Iails to commence the replacement and repair
required under this Section 2(b) withintrirty (30) Days from the date of PERTAMINA's request
for such replacement or the replacement and repair is delayed continuously for thirty (30) Days
from the schedule agreed by tre Parties due to [SPC]'s negligence, gross negligence or willful
misconduct, upon PERTAMTNA's re{uest, [SPC] shall allows PERTAMINA or its designated
contractor to access.thi Site and,the Terminal and perform the replacement and repair and
PERTAMINA is entifldifio,{und the replacement and repair using the Sinking Fund.
3.
Within eighteen (18) montt*,q prior to the expiry of the Term, [SPC] shall, at its sole cost and expense,
initiate with PERTAMINA, dd.vreltipment of a training program, including the preparation and use of
training program rqnd, materials, for PERTAMINA's personnel, for PERTAMINA's approval. lf
PERTAMINA 9o$:.not provide its response within ten (10) Business Days from the date of receipt of the
training prograrn, PERTAMINA shall be deemed to approve the training program and materials. The
training p1gStarn Ehelt begin one (1) year prior to the expiry of the Term and shall provide formal and onthe-jobL{r:iini,ng at the Site for an adequate number of PERTAMINA personnel in relation to the operation
andrmaidenanee of the Terminal.
4.
Within one (1) year prior to the expiry of the Term, [SPC] shall transfer SOP and manual operation book
:,,
5.
,r,.,,,r
Transfer of lnventories
5.1.
sixty (60) Days prior to the Transfer Date, the Parties shall meet and agree on (a) transfer and
security arrangement, and (b) the inventories for all fixtures, fittings, equipment vehicle,
Terminal, spare parts, consumable supplies and other materials, potentially required for the
continued operation of the Terminal after the Transfer Date.
5.2.
[SPC] shall ensure sufficient supply and stock of all chemicals or other materials required for
the operation of Terminal and processing of Refrigerated LPG for ninety (90) Days of operation
of the Terminal following the Transfer Date.
21 October 2016
t
,,
PERTA'VIINA
5.3.
Following the agreement on inventories, [SPC] shall take whatever steps that may be required
to establish and maintain the Guaranteed Storage Capacity.
[SPC] shall ensure the following items have been completely transferred to PERTAMINA commencing
from the 19th Contract Year through the Transfer Date:
6.
a.
b.
c.
d.
e.
f.
S.
Transfer all rights with respect to any insurance proceeds payaQJg tq or.,for the account of SPC,
but unpaid at the date of the Agreement, in respect of SP,Qbi,rights, tite, and interests in the
h.
i.
j.
k.
L
Project;
m.
.,,,'l''''""'ti
7.
7.1.
"l'lri"''
a.
b.
t""
.,be;,in a iriindition of repair, cleanliness and appearance that is consistent with the
Prudent Operating Practices;
,r,
, ' , , ,.,.ythout limitation any Legal Requirements relating to the environment; and
7.2.'. On the Transfer Date, [SPC] shall provide PERTAMINA with a written summary of the
;1. coritiitions of the Terminal, including a complete listing
of:
b.
,r:,'n
any other respects in which the Terminal does not satisfy the conditions set out in
Section 7.1 hereof.
7.3.
[SPC] shall warrant that there are no other conditions that are known to [SPC] that do or could
impair the safe operation of the Terminal or the performance of the Terminal.
7.4.
ln the event that the Terminal fails to satisfy the conditions set out in Section 7.1 hereof,
PERTAMINA shall be entitled to rectify any such performance shortfall and PERTAMINA is
entitled to fund such rectification process by setting-off with any PERTAMINA's payment
obligations to [SPC] under this Agreement.
21 October 2016
,E
PERTAI}IINA
BANK GUARANTEE
No:
To:
(PERSERO)
Merdeka T'imur 1A,
PT Pertamina
"
Jl. Medan
Jakarta 101 10
lndonesia
," ,,1,,
'
Pursuant to the Build-Own-Operate-Transfer Refrigerated LPG Terminal Agreement Refrigerated LPG Terminal
(the "Agreement') between PT PERTAMINA (Persero) having its address,at'Jl. Medan Merdeka Timur 1A,
('tSPCf ) dated f I relq$ng to financing, designing, engineering,
Jakarta 10110 ("Pertamina') and
constructing, building, commissioning and operating of a Refrigerated IPG Terminal on a Build, Oivn, Operate
and Transfer basis, in East Java Province in lndonesia (the 'Plqjei'tl) and as Guarantor for the performance of
certain of the [SPC]'s obligations under the Agreement, we,
lbank
[bank name],
addressl, hereby establish our irrevocable and non-transferable guarantee, No. Ll, in your favor and for the
account of [SPC] for the maximum amount of (thirty miiliion"UnitaO States Dollars) USD 30,000,00012/ ltwenty five
million United States Dollars) USD 25,000,00013,8.vai1ab1e inrrhediately ("Guarantee').
t.'
t'l\:
Capitalized terms referred to in this Guarante" 6ullrnot otherwise defined in this Guarantee shall have the
' 'i ' t
meaning given to them in the Agreement.
',
li
r.r,
We hereby agree to immediately rnake payment to Pertamina upon our receipt of (i) Pertamina's written demand
signed by your duly authorized officel, staling the amount to be paid to Pertamina and Pertamina's bank account
number into which such amorint should,'be paid and (ii) a copy of this Guarantee. For all purposes connected with
this Guarantee, such deland,'nbhd not include conclusive proof that the amount so demanded is laMully due
under this Guarantee.
We shall rely
upcin_
thdldemand of Pertamina presented hereunder and shall be under no duty to nor shall we
,,
We hexiby agi'ee to immediately make such payment notwithstanding any claims, demands or objections by or
court oi@r or injunction obtained by ISPCI or any other party whatsoever.
):
!\{e tteiiiby waive any right we may have of first requiring Pertamina to pursue its legal remedies against [SPC]
and lyaive any presentment, demand, protest or notice of any kind whatsoever.
We hereby agree that the Agreement may be modified, amended or supplemented without our consent in any
manner and agree that no such modification, amendment or supplement shall release, affect or impair our liability
under this Guarantee.
12
13
21 October2016
t-
PERTA}IINA
Our obligations hereunder are continuing, absolute and unconditional irrespective of the validity, regularity,
enforceability or value of the Agreement, and will not be in any way affected by any actions or circumstances
which might constitute a legal or equitable discharge or defense of a guarantor or surety, all of which are hereby
expressly waived by us.
Our payments hereunder shall be made to the Bank account as designated from time to time by Pertamina not
later than fifteen (15) Days after receipt of Pertamina's first written demand, which is free and clear of and without
reduction by reason of any and all present and future taxes, levies, charges or withholdings whatsoever, imposed
or collected with respect thereto provided that if the latest required payment date falls on the non-busines!_day,
the payment shall be made at the latest on the next business day.
This Guarantee shall be effective on and as of the date hereof and shall remain valid and in full force'and effect
until the earlier to occur of:
'rlii
a.
b.
c.
Operatiqt_ffi
dishonored.
':1i'
This Guarantee shall be govemed by and construed in accordBng wrttt'tne laws of the Republic of lndonesia. ln
accordancewith Article 1832of the lndonesian Civil -cqde(the..",ciyilCode'), we herebywaive all rightswe may
have pursuantto Article 1831 of the Civil Code. ',-'.'r' ,:,,.'
1,.
For the purpose ofthis Bank Guarantee issgghoe aqd'any consequences thereof, Bank chooses the Court of
Jakarta Pusat as general and permanent legdl dorfeicle.
This Guarantee has been executed 'iii bqth Bihisa lndonesia and English. ln the event of any conflict or
inconsistency between the English versiCin.and the Bahasa lndonesian version, the English version shall prevail.
.
,i
ln witness whereof, we hav.caused th-ig Guarantee to be executed by duly authorized officers on this
...
of
i.ri.
Day
-,20
21 October2016