EXHIBIT 10.3
COOPERATION AGREEMENT ON PSTN DEVELOPMENT
PT TELEKOMUNIKASI INDONESIA AND CONSORTIUM OLEX - LUCENT - BRIMBUN
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NO. TELKOM : PKS.14 /HK.810/UTA-00/2002
DATED : FEBRUARY 8, 2003
PARTIES :
I. Perusahaan Perseroan (Persero) PT. Telekomunikasi Indonesia, Tbk.
II. Consortium Olex - Lucent - Brimbun
SCOPE OF WORK :
TELKOM award the PSTN EXCELLENCE REGIONAL JUNCTION DIVRE - II WORK which is
including SDH Transmission System, Optical Fibre, NMS and Accessories. The scope
of work in principal include the followings:
1. Survey design and design review meeting (DRM) on PSTN Excellence Regional
Junction DIVRE-II development according to Xxxx of Quantity (BoQ)
2. Training
3. Supply and instalation of SDH Transmission equipment, NMS, optical cable
and its accessories
4. Acceptance test and integration of WORK to existing equipment in accordance
with agreed test procedure by both parties
5. Providing waranty period during 1 (one) year starting from the issuance of
Provisional Acceptance Certificate (PAC) for each RING SYSTEM
6. Maintenance/ system support
CONTRACT AMOUNT
Amount of WORK for this CONTRACT is amounting USD. 28,807,459.84 and
Rp.102,828,788,753, excluding 10 % VAT.
CONTRACT IMPLEMENTATION PERIOD
TELKOM and PARTNER agreed to implememnt the CONTRACT within 18 month calendar
days commencing from Effective Date of Contract.
LICENSES
a. PARTNER by his own expenses shall obtain the necessary licenses from
concerned authority on time for implementation of PROJECT.
b. TELKOM within maximum authority and according to effective rules will
assist PARTNER in obtaining licenses including TELKOM'S issuance of the
necessary recommendation to enable PARTNER get the necessary permission for
the execution of this CONTRACT.
TAXES AND DUTIES
a. CONTRACT amount excluding VAT 10 %.
b. Taxes, Stamp Duty including other Duties according to rule and regulation
imposed by Government of Indonesia due to this CONTRACT will be borne and
responsibility of PARTNER.
PERFORMANCE GUARANTEE
a. PARTNER shall submit performance guarantee issued by Indonesian State Owned
by Bank or reputable International Bank amounting 5 % of total WORK Amount
excluding 10 % VAT to TELKOM c.q Finance Department DIVRE-II at latest 3
days after this EDC of Financing Agreement.
b. Performance Guarantee shall be valid until signing date of PAC of last
RING.
c. In case the validity of Performance Guarantee will be expired before the
CONTRACT is finished, then PARTNER shall extend such validity at latest 14
calendar days before project completed.
d. Extension Performance Bond amount shall be 5 % of total uncompleted WORK
handed over to TELKOM.
e. In case PARTNER solely forget or intentionally not to extend the
Performance Guarantee, then TELKOM may cash such Performance Guarantee
without prior consent of PARTNER.
f. Such performance Guarantee shall be returned by TELKOM to PARTNER gradually
after PARTNER complete each RING as specified in this CONTRACT.
g. In case PARTNER could not partially or totally complete such WORK, then
penalty will be imposed The Performance Guarantee will be cashed by TELKOM.
INSURANCE
a. PARTNER at his own expenses to cover all risks of delivery, storage and
erection of GOODS and SERVICES until the issuance of PAC for and on
behalf of PARTNER as beneficiary.
b. The appointed insurance company shall be determined by TELKOM.
c. In case the accident happened the replacement money received by PARTNER
from Insurance Company shall be used to continue the project and or to
replace the damaged equipment.
PENALTY
a. In case PARTNER could not complete the WORK per RING as its obligation in
accordance with implementation schedule, then PARTNER will be penalized
1 0/00 (one per thousand) per day of the contract price of the delayed
RING. Total amount of this penalty shall not exceed 5 % of the total
contract price of the delayed RING.
b. Penalty amount will be deducted directly from remaining payment which has
not been paid to PARTNER by TELKOM.
APPLICABLE LAW AND LANGUAGE
This CONTRACT construe and under perception of law of The Republic of Indonesia.
CONFLICT SETTLEMENT
a. If in the future there is a conflict in definitions and or implementation
from the CONTRACT terms, TELKOM and PARTNER agree to firstly discuss in
finding solution.
b. Should the compromise can not be reached, TELKOM and PARTNER agree to
conclude any dispute of this agreement at BANI (National Arbitration
Council).
