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East Java LPG

Private and Confidential


Request for Proposal

PERTA'IIINA

Terminal Project

Appendix F1: BOOT Aqreement

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Code: RFP-001 /T00300/201 6-53


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21 October2016

Page 87

,-

East Java LPG


Terminal Pro.lect

Private and Confidential


BOOT Agreement

PERTAT|ilNA

EAST JAVA REFRIGERATED LPG TERMINAL

Bu

ld-Own-Operate-Transfer

Refrigerated LPG Terminal Agreement

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between

PT [SPC]
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PT PERTAMINA (PERSERO)

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PERTA}IINA

Code: RFP-001 ff00300/201 6-53

Private and Confidential


BOOT Agreement

21 October2016

East Java LPG


Terminal Prolect

Page2 of BOOT Agreement

t
,.

PERTAMINA

Code: RFP-001 /T00300/201 6-53

Private and Confidential


BOOT Agreement

21 October2016

East Java LPG


Terminal Project

Page 3 of BOOT Agreement

l.

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PERTA'YIINA

ARTICLE

21

Private and Confidential

BOOT Agreement

East Java LPG


Terminal Pro1ect

...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

INVOICING AND PAYMENT


CONSEQUENCES OF TERMINATION
TRANSFER PROVISIONS
FORM OF PERFORMANCE

Code: RFP-001 /T00300/201 6-33

SECURITY.

21 October 2016

134
136
139

......'.........'.......141

Page 4 of BOOT Agreement

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East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

PERTAMINA

The Bui Id-Own-Operate-Transfer Refrigerated LPG Terminal Agreement


This Build-Own-Operate-Transfer Refrigerated LPG Terminal Agreement (this "Agreement") is entered into as of
I I 2016, by and between:
PT PERTAMINA (PERSERO), a state'owned company duly established and organized under the laws
of the Republic of lndonesia and having its principal office at Jalan Medan Merdeka Timur 1A, Jakarta,
lndonesia (hereinafter refened to as "PERTAMINA');

..

lt.

, ,...

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') ,
''l

PT

[SPC] and PERTAMINA are hereinafter individually referred to as a

"Parties".

'Part/

and collectively referred to as the


',i

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;

'',ri.,

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.

,,.:,::..1..

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"

means the generally accepted accounting principles applicable from time

to time in the Republic of lndonesia (known as Pernyataan Standar


Akuntansi Ke uan gan (P SAK)).

"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

Code: RFP-001/T00300/201 6-53

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Private and Confidential


BOOT Agreement

PERTAMINA

East Java LPG


Terminal Project

"controlled" means direct or indirect ownership of a majority of the voting


shares of a company with the right to vote in the election of directors or
the equivalent thereof and also means the direct or indirect possession
of the power to direct or cause the direction of the management and
policies of a company.

"Agreement"

means this Build-Own-Operate-Transfer Refrigerated LPG Terminal


Agreement and its appendices as the same may be amended, modified,
restated or substituted from time to time in accordance with the terms and
conditions hereof.

"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

of LPG, which the fernriiial should be able to

distribute to PERTAMINA annually.

"Annual Supply Plan'

means

plan

to

supply LPG for:

Contract Year provided by

PERTAMINA to [SPC] at the latest on July of the current Contract Year


for the annual quantity of LPG fo1 the following Contract Year.
'I

"Appointed Banks"

means the following banks;,1,1''.

a.
b.
c.
"BANI'

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PT Bank Mandiri,;ftik,; ,,r,-'


PT Bank Rakyat lndonesia, Tbk.; or
PT Bank Negara lndonesia, Tbk.

n,l.,rtrn**g

"Arbitration Law'

,.,,"1

set out in Article 20.3.1 hereof.

.;lias tlfe ftiAhing set out in Article 20.3.1 hereof.


"it:.-r,;,,'

"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

"ii,,.. s.gOcessive period

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ii

"Bill of

Lading"

terms hereof, up to the Day of termination.

means

a document

issued

by [SPC] approved by the master

of

PERTAMI NA's vessel, stipulating:

a.

[SPC] has delivered and the master of the vessel has received, the
LPG, at the Delivery Point;

b.
c.
d.

the LPG quantity based on [SPC] Measurement Device;


the specifications of LPG; and

the loading date (from the time at which the pipe in the vessel

is

discharged from the loading pipe).

"Business Day"

means any Day excluding Saturday, Sunday and any Day in the Republic

of

lndonesia which

is a public holiday or a Day on which

banking

institutions in the Republic of lndonesia are permitted to be closed.

"Butane"

Code: RFP-001 /T00300/201 6-53

means the hydrocarbon compound in the methane series designated with

21 October 2016

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L
,C

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTA'IIINA

the symbol C4H10, being refrigerated and having composition in


accordance with the specification for Butane as specified in Section
5.1.1(a) of Appendix A hereto.

"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'

means the occurrence of any of the following events after the'Exe0u$on

lr''::i

Date:

a.

' t"

'

'j""'

t:l'

the adoption, enactment, promulgation, or modification of any Legal

Requirements, including Legal Requiremefits,.,relaling to the


environment, taxes, duties or levies (but not including any nondiscriminatory tax, duty or levy imposed on the overall net income
of ISPCI), which results the imposition <if,,pquirements different
from the requirements applicable on Execiition Date;

b. the imposition of Governmentp'l;.Authorizations or permits not


required as at the Executiog DAtg{r"i;i.,

repeal of any Legal Requirements or


Governmental Authorizd'tipn {ncluding any condition in connection
with the issuance.:t .,.fene,aat, extension or replacement of the

c. the modification or

Governmential Auhorizatb ns);

d.

the enaptrnent ofi,.ry Legal Requirements which have not become


si1s61iv6,S$ the,F,xecution Date; or

e.

,aohange
)

"Commercial Operation

t:

in'the judicial interpretation of any Legal Requirements.

.:1.

me.aru lhe date on which the Commissioning is completed and [SPC] has

:'fulfilled'the' conditions precedent

Date"

to

Commercial Operation Date as

qrovided in Section 2.1 of Appendix C.

"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
,.:.

:i,;i,,

by the

Parties

or their

respective

representatives, for the implementation of this Agreement, which shall be


performed by [SPC] following the completion of the Pre-Commissioning.

'CEtnmissioni n g Peri od'

means a period running from the date of commencement of the PreCommissioning up to the Commercial Operation Date.

"Confidential

has the meaning set out in Article 23.5.1 hereof.

lnformation'
"Consent'

means any approval, consent, authorization or other requirements from

the Governmental lnstrumentality or by the Legal Requirements

with

respect to the Project.

"Consequential Losses"

means

for this Agreement and

Agreement,

operations conducted under this

any damages, costs, or liabilities, or any losses

or
deferments of revenue, profit, opportunity or use, regardless of cause or

Code: RFP-001/T00300/201 6-53

21 October 2016

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East Java LPG


Terminal Pro,lect

Private and Confidential


BOOT Agreement

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.

any indirect damage, cost, or liability arising out of any

delay,

reduction or loss to storage, transport, process or dispose of LPG;

b.

any indirect damage, cost, or liability associated with business


interruption or increased cost of working during business
interruption, including the incremental cost of overhead expenggs
incurred;

c.

any indirect, special or punitive damages and penalties of'any kind;

d.

any loss or deferment of revenue, profit, opportunity, use, bargain,


contract, expectation or opportunity.

"Construction

Operation Committee'

means the committee to be established by PERTAMINA no later than one


hundred (180) Days from the Execution Date.

"Contract Year'

means each period consisting of twelve (12) tnonthly Billing Periods.

"Contractor"

means

and

party appointed byri{SP{}l as

contractor for the Project

pursuant to the EPC Contract.


"Day"

means any day including.:B.Usiness Days, consisting of a 24-hour period


beginning and EfiOing at 00:00 midnight local time.

"Delivery Point"

means .t[e intakbr;qnbnifold at PERTAMINA's vessel for the ocean


distribqttion qt LPG or the intake manifold at PERTAMINA's skid tank for
or L PG'

:lull'ti:,0''iiiu'tion

"Demurrage'

'nhg.?

"Demurrage Claim
Notice'
.,iirr.
"I'
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u
"DisPute'

tt

"

meaning set out in Article 8.2.7(dXiv) hereof.

hag the meaning set out in Article 8.2.7(eXi) hereof.

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.;

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.

."

means

contract relating

to

engineering, procurement and/or

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'

means the capital of [SPC] attributable to Shareholders in respect of their


investment in [SPC] (including share capital and indebtedness owing by
[SPC] from a Shareholder or any Affiliate of a Shareholder) which by its
terms is subordinated to any indebtedness incurred by [SPC] under any
Financing Agreements, in a minimum amount of thirty percent (30%) of
the total expenditure for the Terminal.

"Event of Force Majeure'

has the meaning set out in Article 18.1 hereof.

"Execution Date"

means the date of signing of this Agreement by the Parties.

Code: RFP-001 ff00300/201 6-53


--rar.rart

has the meaning set out in Article 20.1 hereof.

21 October 2016

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of BOOT Agreement

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East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAMINA

"FEED'

means Front End Engineering Design.

"Financing Date"

has the meaning set out in Article 3.4.1 hereof.

"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"

means collectively, the loan, guarantee, and security agreements entered


into by [SPC] on or prior to the Financing Date in relation to the'financing
of the Project, as the same may be may be amended, novated, modified,
restated or substituted from time to time in accordance with the terms and
,,i;r,. li
conditions
",i'
rr',,1i1 li,

thereof.

,r'

means the company which supplies the Refrigerat6d LPG

"Gas Supplier"

.1

to

the

,1,1r"!11:tt.

lermrnal.'

"GasSupplyAgreement" means an agreement entered into by a Gastsupplier and [SPC] which


governs the supply of RefrigeratedILFG by the Gas Supplier to the
Terminal, as may be amended, lnodlfied,i'restated or substituted from
time to time in accordance withthe kirm3'anO conditions thereof.2
lrr;!;

i 'lrlfr

"Governmental
Authorizations"

mean all authorizations, gri-ffi tsr, Oecrees, permits, waivers, privileges,


approvals from and..,.,flJiii$g,,rwith all Governmental lnstrumentality
necessary for the realizar'tion oi the Pro,lect in accordance with the Project
Documents, fld s.llell incltide the Consents.

"Governmental
lnstrumentality"

of the Republic of lndonesia, including any


ministiy, d.q.peirtment, political subdivision, instrumentality, and agency (in
and local government) in the Republic of lndonesia.

'\r'

,r':'j'

means-.,!-[.e govei.frnrent

31t{Sone-mment

"Guaranteed
Capacity''

rmeeins minimum safety stock requirement of 30,000MT in the LPG storage


faility in the Terminal.

"HSE'

,rheans health, safety and environment.

"lDR" or

Storage

"Rupiah"

means the legal currency of the Republic of lndonesia.

"lndepeh&nt Expert"

has the meaning set out in Article 20.2 hereof.

'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"

means the invoice rendered in accordance with Section 3 of Appendix J


hereto.

'

"Jetty Facilities"

means any offshore receiving facilities that consist of a jetty structure as


specified in Section 4.4 of Appendix A hereto.

"JIBOR'

means, the Jakarta lnterbank Offered Rate, in relation to any relevant


period and any relevant sum:

Only applicable for Bidding Option


Only applicable for Bidding Opton

1
1

Code: RFP-001 /T00300/201 6-33

21 October 2016

Page 9 of BOOT Agreement

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East Java LPG


Terminal ProJect

Private and Confidential


BOOT Agreement

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.

if at or about such time on the relevant Day no such rate appears


on the Bank lndonesia website, then the rate to be applied shall be
the rate on the previous Business Day as available on the Bank
lndonesia website.

.KJPP'

a Public Appraisal Service Firm (Kantor Jasa Pen;ilai Publik


(KJPP) listed with PERTAMINA or other certified independent appraisal
from the Governmental lnstrumentality in accordance with on Mnister of
Finance Regulation No. 101/PMK.01 1201 4 concerning Publio Appraisal,
as listed with PERTAMINA's vendor list.

-Laboratory'

means the laboratory to be constructed by [SPQ and accredited by the

means

National Accreditation Committee (Komite Akreditasi Nasional) and


having obtained ISO 17025 Certificate, to sufficiently perform testing on
the quality of LPG in accordance with Prudent Operating Practices.

"Late Payment lnterest

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

PERTA,MINA]s.tessel, as set out in Article 8.2.8(dXi) hereof.

"Legal Requirements'

rnsaqpl.qlf. lqrirrs, statutes, orders, decrees, injunctions, licenses, permits,


...ippl;ovals, bgreements and regulations and any injunction or final nonap$ealable judgment directly applicable to the relevant Party, of any

Gov6rnmental lnstrumentality having jurisdiction over

the matter

in

":,..glrestion.

"Lender"

means any of the lender parties (other than Shareholders or their


Affiliates) to any of the Financing Agreements.

"LossesClaim Notice"

has the meaning set out in Article 8.2.8(fxiixb) hereof.


means Refrigerated LPG and/or Pressurized LPG (as may be applicable).

,$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.

-','i'.i

"Milestone Schedule'

"Minutes

of

Mechanical

Completion"

Code: RFP-001 ff00300/201 6-53

means the schedule for development of the Project as set out in Appendix
B hereto.

means the minutes evidencing the completion of the Pre-Commissioning,


as executed by the Parties or their respective representatives.

21 October2016

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PERTA}TINA

"Minutes of

Stock

East Java LPG


Terminal Project

has the meaning set out in 8.2.8(f)(i) hereof.

Opname"

,MT'

means Metric Ton, a unit of weight equal to 1,000 kilograms.

"Nominations"

means a nomination which shall be prepared by PERTAMINA based on


the Annual Supply Plan and provided to [SPC] in the form of a monthly
lifting nomination to [SPC] no laterthan 1Sth Day each month, aod shall
specify the quantity of LPG required by PERTAMINA to be distribqfed by
[SPC] from the Terminal to PERTAMINA's Facility, for ocean distribution
to PERTAMINA's vessel and for daily distribution to PERIAMINA'eskid
tank.

,"

't,

means Notice of Readiness, a written notice from the master of


PERTAMINA's vessel to [SPC] (represente$::,[y tfe Terminal) that

"NOR'

PERTAMINA's vessel is ready to receive the LPG.


'i,.,'

"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' "
';, ,

"Partial Shut Down"

means the condition in which certain eouioment of the Terminal is out of

service.

ii...,,',,

.,,1i1,.

t,

"''

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"Performance Security"

has the meaning,bet dut,,'ifirticte 4.1(s) hereof.

"Person"

means any indivldual,,rcorporation, partnership, association, joint venture


compapy*uninooifulated organization or Governmental nstrumentality.
I

"PERTAMINA'

has the mea4ing set out in the first paragraph of this Agreement, and its
.,

"PERTAMINA

Non-

peir,nitted srrccessors and assig ns.


meqns the events specified in Article 'l 9.1 .4 hereof.

Remediable Event'

"PERTAMINA,

,:

means the events specified in Article 19.1 .3 hereof.

Remediabld Event"
"

PE RTAIVIINA's.

FaciIity"

means the transportation owned by PERTAMINA which receiving the


delivery of LPG from the Terminal, i.e. vessel and skid tank.

.:

"Folftical FM"

means, subject to compliance with the established conditions of Events of


Force Majeure as provided in Article 19.1 hereof, any action or omission

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.

Code: RFP-001 /T00300/201 GS3

with respect to [SPC] only, the denial of or delay in, without


justifiable cause, the granting of any Consent upon due application
therefor and diligent effort by the 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

21 October2016

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BOOT Agreement

PERTAMINA

East Java LPG


Terminal Project

supplies into the Republic of lndonesia;

b.
c.

closure of the Terminal by the Governmental lnstrumentality;

the imposition of any import restrictions, blockades or closure of


harbours, docks, facilities for the use of shipping or navigation
imposed by the Govemmental lnstrumentality;

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

to any compulsory purchase by the

Governmental lnstrumentality;

e.
f.

rationing or allocation (other than as exists or.is applied on the


Execution Date) imposed by the Legal Requirements or by the
Governmental lnstrumentality; or

hostilities, acts of war, invasion, armed conflict, civil, or military

or disturbances, public disorders, violent


demonstrations, revolts, terrorist acts,. blockage, riots, uprisings,
sabotage, the public enemy, comrnepial embargoes.
insurrections

"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

Terminal in aocordance with Prudent Operating Practices

functions properfy'as evidenced by the minutes of Pre-Commissioning


executed by the Partie6. dr their respective representatives, activities
which shall corft"oence'upon the mechanical completion of all units,
facilities--,44,! eqli[]rleiit of the Terminal as evidenced by the Minutes of
Mechaiiical pgfnpl etion.
rnedhs'Fro,pahe and Butane which have been heated and mixed in the
'trn,t4,iomposition
determined from time to time by PERTAMINA, with

"Pressurized LPG"

"Project"
"Project

Cosfl

t:

,,
'

sfdcifications as set out in Section 5.1.1(a) of Appendix A hereto.


means the project as described in Article 2.2hereof

means the amounts to be paid hereunder by PERTAMINA to [SPC] for


each Billing Period, as determined in accordance with the calculation
formula as provided in Appendix l, subject to the terms and conditions
hereof.

"Proj,ect Documents'

Only applicable for Bidding Option

means:

a.
b.
c.
d.
e.

the Financing Agreements;

f.

other contractual agreements to which [SPC] is a party, as may

the Gas Supply Agreement3;


FEED documents;

the EPC Contract;


the operation and maintenance agreement (if any) entered into
by [SPC] for the operation and maintenance of the Terminal;

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be relevant for [SPC] to fulfill its obligations hereunder,


including insurance contracts, employment contracts,
shareholders agreements; and

S.

agreements entered

into by [SPC] in connection

with

indebtedness borrowed by [SPC] from a Shareholder or any


Affiliate of a Shareholder or any other party which by its terms
is subordinated to any indebtedness incurred by [SPQJ under

any Financing Agreement, as the same may be

dmBnded,

modified, restated or substituted from time to time in accordance

"Project

Development
Equity Account"

means the bank account established

:."''

to

accommod-ate

the

Equity

contributed by the Shareholders into [SPC] for i]ie financing of the

Project.

, ,,,
,,

..

"Propane"

means the hydrocarbon compound in the m'e-th4!eseries designated with


symbol C3H8, being refrigerated and.havinE,coihposition in accordance
with the specification for Propqne.ils"$pecified in Section 5.1.1(b) of
Appendix A hereto.

"Proprietary
lnformation"

of a Person means

i;it

,r,

tii

in the possession of such


Person, which informatiqtii',.dL'i{ s economic value from not being
generally known to apdLn0t,h,gihg readily ascertainable by proper means
information':r.ightfully

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'

...

ri

,.1i'

meaf.is, apy of the current practices, methods and acts which are in
agccifdance with the widely accepted intemational standard of prudence

oil and gas industry, and which are engaged in by


good faith to perform their contractual obligations
in
seeking
1,Pisons

."'app.licable'r{o the

lawfully and with Reasonable Efforts, and in so doing, and in the general

l:r,

t;,

conduct of their undertaking, exercising that degree of skill, diligence,


;,,; prudence and foresight which would reasonably and ordinarily be
expected from a skilled and experienced operator complying with all
Legal Requirements and engaged in the same type of undertaking and

,ll
'n

the operation of facilities similar to the Terminal, as the case may be, that,

\'trr';0r,,,;.

in the exercise of reasonable judgement in light of the facts known (or


which should have been known) at the time the decision was made,
would have been expected to accomplish the desired results consistent
with good business and operating practices, taking into account such
factors as reliability, safety, consideration of the environment, lavvfulness,
cost efficiency, prudent operation, maintenance and use of the Terminal,
as the case may be. Prudent Operating Practices is not intended to be
limited to the optimum practice, method or act to the exclusion of all other
currently applicable standards but, rather, to be a spectrum of standard
industry operating practices, methods or acts

'Purchase

Option

has the meaning set out in Article 23.2 hereof.

Notice'
"Receiving Point'

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means the intake manifold at PERTAMINA's vessel for the Terminal

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receiving the Refrigerated LPG.

"Refrigerated LPG'

means Propane or Butane (as may be applicable).

"Remedial Notice"

has the meaning set out in Article 19.1.5(a) hereof.

"Remedial Program'

has the meaning set out in Article '19.1 .5(b) hereof.

"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"

means for any action required to be made, attempted or takell by a Party


under this Agreement, the efforts that a prudent Person would undertake
to protect its own interests, including commercial interests, taking into
account the conditions affecting such action, including the amount of
notice to act, recognition of the need to act, the duration and type of the
action, the competitive environment in which such action occurs, and the
projected benefit, cost and risk to the Party required to take such action.

"Sanctioned Countries'

means countries having economics

or trade

sanctions, embargo or

restrictive measures administer:e$, enaoted or enforced by OFAC, the US


Department of State, the United Nations Security Council, the European
Union or its member atut,-S-.,

.',

"Senior Debt"

means the indebiddness,for borrowed money incurred by ISPCI under the


Financi ng Ag redmEi,rts ofher tha n in debtedness constituting Eq uity.
'"l

"shareholder"

means.dii 'shareholder of [SPC].

"shares'

hge',th

"sinking

,.,irijj

''i

Fund"

21 .3 hereof.

jii

ti&qi'the meaning set out in Article 8.4 hereof.

,ii,i

"Site'

",mea -g set out in Article

..,

,.means the land on which the Terminal is to be located, as specified in

,,,ir'''ia.

"SKPI'

,,,r' '"i'i',:,,...

,,

'Appendix H hereto.

':I

....-.,r'i means the lnstallation Worthiness Certificate (Sertifikat Kelayakan

,.,"i"'r;'t'., ;:lXHff,i*r,'T"ff,,. ::Ifil u:',J:.,""|J


^lli",,=?ili]ffi:1

" 'ii;
,,,;

':i,1r-

i'

r "$KPP'
,i,,,,:: "
,,,*,'r
' '''rl ''r'i,:
'
',:
'"' 'SOP'
::'|:;':

confirm that the installation have been installed properly.

means

the

Equipment Utilization Worthiness Certificate (Serlffikat

Kelayakan Penggunaan Peralatan (SKPP)) issued by the Governmental


lnstrumentality or other similar Governmental Authorizations which
confrm that the facilities and equipment function properly.

it.r.

means

standard operating procedure

for the

operation

and

administration of the Terminal to be established by [SPC]' in compliance


with the Prudent Operating Practices and the lerms and conditions

hereof, which shall include procedures with respect

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to

nomination,

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shipping, berthing, and receiving of Refrigerated LPG from [the Gas


Supplier orol PERTAMINA to the Terminal and the nomination, shipping,
berthing relating to the ocean and inland distribution of LPG from the
Terminalto PERTAMINA.

'[sPcl'

has the meaning set out in the second paragraph of this Agreement and
its permitted successors and assigns.

"[SPCI Non-Remediable

means the events specified in Article 20.1.2

,'"i

hereof.

,,1

Event"

'[SPCI

Remediable

means the events specified in Article 20.1.1 hereof.

..,

,i ,t.,r.

Event'

::::

',',,,,

..,,,

,.'.,;

'\tt;:

r.

'i,

"Special Facilities Site"

means the land

to be

procured

by

[SPC].,..I1 corripliance

with

the

description and land requirements in Appendix-Eihereto and agreed by


PERTAMINA, the land on which PERTAMlNA,.r4rtr'll independently build
clean water treatment facilities, and br'r1.rlierse.ryice facilities.

'r i,

.,|i"iiir,.

means the period in which PERTAlltNf.,siipplies Refrigerated LPG to the


Terminal in accordance withrthe terrhh and conditions hereof.

"Supply Period"

t,.:ir,.

,y,,,il).

means the curve illustrqffi..,.tfii] milestone of the construction of the


Terminal commenciBgiq,.Yiq6;rr the engineering procurement up to

"S-Curve"

construction pO'contrys1$U the quantity variables and time variables.

"Technical Dispute'

has the meaniri4j sel ,pUt in Article 20.2 hereof.

"Term'

has

ihe qeefi-inO set out in Article 3.2.1 hereof.

,,'meani,,',ttte'ILPG terminal having Refrigerated LPG receiving facility,


stoiage facility wlth net storage capacity of 2x 44,000MT for Refrigerated
LPG and net storage capacity of 3x2,500MT for Pressurized LPG, LPG

"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"

means, subject to the compliance with the conditions of Events of Force


Majeure as provided in Article 19.1 hereof, any act, event or circumstance
affecting the Terminal, except Political FM, including:

a.

explosions, fires, earthquakes, floods, atmospheric disturbance,


lightning, storm, hurricane, cyclone, typhoon, tidal wave, tsunami,
tornado, earthquake, volcanic eruption, landslide, perils of the sea,

soil erosion, subsidence, washout, epidemic or other natural


disaster or other natural calamities and acts of God, or the
discovery of hazardous materials or historical artefacts on the Site;

b.
c.
d.
a

Only applicable for Bidding Option

epidemics, quarantine restrictions and freight embargoes;


transportation disasters, either maritime, rail, air transportation;

munitions of war, explosive materials, ionizing radiation or


contamination, or radioactivity from any nuclear fuel or from any

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nuclear waste or from the combustion of nuclear waste or from the


of nuclear, radioactive, toxic, explosive or other

combustion

hazardous properties

of any explosive assembly or

nuclear

component;

e.

breakdown or destruction of facilities or equipment.

"Termination Notice'

has the meaning set out in Article 20.1.6 hereof.

"Total Shut Down"

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"

means amount of LPG (in MT) distributed by

,.:

Frcl

'

at the Delivery Point

in accordance with Article 8.2.3 hereof, as,,calculated based on the


reading and recording of quantity sJ LPG in,the Measurement Devices at
the Delivery Point.

.USD'

means the legal currency of lhe United'states of America.

.VLGC'

means a very large Oq$'e.e.rrier with maximum capacity of 44,000MT as


the carrier of the-Refrigerated LPG supplied to the Terminal.

rnterpretation

1.2.

,,,,,

The Parties agree that:

a.

. . ,.

,i,,;i,.

any reference herein tgAii$,,R'itieteor Appendix or Schedule is to such Article of or Appendix to

or Schedule to this'&greement unless the context requires otherwise. The Appendix

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;
',

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;
.,,1
'ei:
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

and "including but not limited to';

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

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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,,

,:

a time of day and is a reference to the local time in Jakarta, lndonesia;,,'unlesS

indicated;
.,,,,

.rrr

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

"willful misconduqtll means (a) an intentional or recklessly disregardful action

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)
rrr'i.

r'
.

,
'

:"r

lmaterially adversely affect' means, a material adverse effect on:

,(a)

the business, operations, property, conditions (financial or otherwise) of any


ofaPartY;

(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.

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"'Ettfln:::lt"J'',

."=trI^liE::S

ARTICLE 2
THE PROJECT

2.1.

The Purpose and Objective

The purpose and objective of this Agreement is to set forth the rights and obligations of each of the
Parties with regard to:

a.

designing, engineering, financing, construction, testing, commissioning, owning, operating and

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.

the transfer of the Terminal to

',

.
:

, ,':r:l

.. r'',

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;
.,i!, Ui' ,i,ly
,r::iii: , l.l ii
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.

with the terms and conOittqdi'bf*t Agreement.

2.3.

Project

Documents
'i:--

'ill1 rr/l

"

r.,:

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,
ri'r"..-"r
,u,,r'

'1i,,,,,.4r4.2.

PERTAMINA.

'nThe

_.r,1ii"'i.:':1,.
''',,,t,,r: "'""
2:4.3.
":

,,)

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.

Only applicable for Bidding Option

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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

,,..j.-,r

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

'

,1'lrll;..

3.2.2. lf at PERTAMINA's opinion,

3.3.

hereilfi

the operation of the Terminal still needs to be continued by


needs
Term
to
be extended, PERTAMINA maji!,,,requpst extension of the
and
the
[SPC]
Term by providing a written notice to [SPC] prior to the elpfy of the Term, on terms and
conditions as may be mutually agreed in writing betweep"thtsrParties.
'':i... it'.
,i:
'i',...,. ''ii,
Project Milestone Schedule
_,,,,i

'\.L...

".,..r"

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

been satisfied within pne hundred eighty (180) Days


("Financing Oatg'l) ,

3.4.2.

.
4,1.

as from the Execution

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;

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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.

environmental management endeavour and environmental monitoring endeavour (upaya


pengelokaan tingkungan hidup dan upaya pemantauan lingkungan hidup (U!iL-UPL)) in
accordance with the Legal

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.

the acquisition of Special Facility Site in accordance with Appendix E hereof;

h.

receiving Refrigerated LPG from [the Gas Supplier


terms and conditions hereof and SOP;

ort

eERtRtr,tlNA in accordance with the

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.

establiEhing SOP at its own cost and expenses;

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 documents referred to in Section 2 of Appendix C;

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

Only applicable for Bidding Option


Only applicable for Bidding Option

1
1

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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.

to PERTAMINA on or prior to the Execution Date, an uncondiliongi'and


irrevocable bank guarantee in the amount of (thirty million United States- Dollatti) USD
30,000,0008/ (twenty five million United States Dollars) USD 25,000,0004 'iqg0.gg,,b!'tne
[SPC] shall deliver

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

sixty (60) Days after the Required Commercial Operation DatQ,i

,;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

PERTAM 1NA's Res ponsibilities

PERTAMINA shall be responsible for:

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;

Only applicable for Bidding Option

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,-

East Java LPG


Terminal Prolect

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'.'

Notwithstanding other PERTAMINA approvals which may be required in other provisions


hereof, [SPC] shall advise PERTAMINA as to the status of all pf the Project Documents on a
regular basis during the period prior to the Financing Date.

No review or approval by PERTAMINA of the Prqect Documents or any other agreement,


document, instrument, drawing, specification or desiEn.proposed by [SPC] concerning the
Project shall relieve [SPC] from any liability that it would otherwise have had in respect of or
under such agreement, document, instrument, drawing, specification or design or failure to
comply with applicable Legal Requirements with respect thereto, except insofar as such review

or

approval constitutes

Governrnenlal Authorization pursuant

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

payment of penalty referred to in Article 4.4.1 shall be made by [SPC]


, 4.4,:?. ".;,Any such

'
.,,,,,,. '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

Only applicable for Bidding Option

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Terminal Pro.lect

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BOOT Agreement

PERTAMINA

the initial Performance Security and failure to do so shall be deemed as an [SPC]'s


Non-Remediable Event;
b.

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;

,rr providing the S-Curve

to

PERTAMINA prior

to the

commencement of

construction as specified in Appendix B hereto;

b.

providing all information regarding the implementation of the construction of the


Terminal including but not limited to the equipment, material, work equipment,
conditions or data of personnel (including key personnel and/or experts),
milestone schedule and working progress of or relating to the construction of the
Terminal, during construction;

c.

conducting FEED and detail engineering design (DED) and technical


development based on design basis and specification documents;

d.

conducting Hazard ldentification and Hazard and Operability Study (HAZOPS)


during Detail Engineering Design (DED) and FEED phase;

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Agreement

constructing Jetty Facilities

for VLGC tankers, fully/semi Refrigerated

LPG

coastal tankers, Pressurized LPG coastal tankers;

f.

constructing

of

pipeline

for

Refrigerated LPG from Jetty Facilities

to

the

refrigerated tank facility;

constructing of double wall, single containment of 44,000 MT (net capacity)

S.

Butane tank;

h.

constructing of double wall, single containment of 44,000 MT (net capa;iti)


Propane

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.

constructing pumps facility, heat exchangei; boil-off'gas compressor, ground


type flare, substation, filling shed, metering of incoming and outgoing, and other
associated facilities;

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'

fBr ay,gldapi'b of incompatibility between instrument equipment, [SPC] shall use


brand for similar instrument equipment;

,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.

performing an emergency response procedure and organization required by Prudent


Operating Practices and provide proper training to employees regarding the same.

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.

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6.2.

PERTA'YIINA

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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.

such modification or chang0 re;ultsjnia Terminal performance equal to or better than


the performance that woullilffVe been achieved without such modification or change;

b.

such modification,ghall nqf,llestilt in changes to the Milestones Schedule and Project


Cost agreed hereunder; and

c.

PERTAMINA rqaelr,le9,,,'tfie right to reject such proposed changes. For avoidance of


doubt, upon rejection by PERTAMINA under this Article 6.3.1(c), the Parties will
discuss othei'. suggestions relating to the changes proposed by [SPC] under this
Article,6.3.1(c) without pre,ludice to PERTAMINA's right to determine that [SPC]
',pbrforming the construction based on the initial agreed equipment
_, oontinue

parameters.

6.3.2.

For avoidance of doubt, PERTAMINA's approval or rejection of the changes proposed by

,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.

[SPC] shall only be entitled to request modification to construction responsibilities,


extension of time, changes to the Milestones Schedule and/ or to the Project Cost

agreed hereunder

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PERTAMINA's approval

21 October2016

in the event that

[SPC] can

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Terminal Project

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.

Terminal Facilities Expansion

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
.

6.4.3. The Parties agree


commercial terms

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'

PE.RTAMINA and its appointed representatives shall be entitled


g6n6ucted duri ng the Commissioning Period.

to be present at any such

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.

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7.5.

PERTAIIIINA

East Java LPG


Terminal Pro,lect

Private and Confi dential


BOOT Agreement

[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.

General Operation and Maintenance Responsibility

[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

Prudent Operating Practices and SOP.

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

8.1.8. [SPC] shall, prior to or on the Commercial

'
'',,
8.'1 .9.

Operation Date, provide payment in an amount


equivalent to three (3) months of Propct Cost payable for the first Contract Year to PERTAMINA
as,a deposit for securing [SPC]'s payment obligations hereunder in relation to the operation,
,rnAiritgnance, declaration and availability of the Terminal's capacity including payment of penalties
imposed on [SPC] which resulting from failures by [SPC] in performing its obligations hereunder
which are attributable to acts, negligence, gross negligence, or willful misconduct by [SPC] during
the Operation Period.

[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

ISPCI shall comply with.

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,8.2.

Private and Confi dential


BOOT Agreement

PER,TAiTINA

East Java LPG


Terminal Project

Operation of the Terminal


8.2.1

[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

December 2009 and letter from

the

Directorate General

of Oil and Gas No.

5493/18/DJM.TI2014 dated 9 May 2014 to PT Pertamina (Persero) regarding Additional Use


Alternative Method of Testing LPG (Penambahan Penggunaan Alternatif Metode Pengujian
LPG) (as set out in Appendix A hereto), as it may be amended from timelo time.

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.

[SPC] shall process the Refrigerated LPG in :aocordance with


Refrigerated LPG in the mix composition agreed,by PERTAMINA.

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,

the SOP and mix the

: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.

...:..,

DuringSupply Beriod, the following terms and conditions shall apply:

,.':' .':,'- [SPC] shall

'',!

receive the Refrigerated LPG from PERTAMINA at the Receiving Point, in


accordance with SOP;

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.

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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)

the allowed Laytime shall be as follows:

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

from the calculation of


the Vessel capacity

divided by

58,

whichever is less

ir
(ii)

Laytime shall commence 6 (six) hours after NOR tendered or when


PERTAMINA's vessel is berthing, whichever occurs earlier, provided Vessel
tendered NOR within agreed laycan, and the Laytime shall end on the pipe in
the vessel being discharged from the loading pipe in the Terminal;

(ii i)

if PERTAMINA's vessel tenders NOR prior to the first Day of the

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

the allowed laytime referred to in Article 8.2.8(dxi) hereof due to the

act,

negligence, gross negligence, or willful misconduct of [SPC], [SPC] shall pay


PERTAMINA for the delay of unloading the Refrigerated LPG or the loading of

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,-

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

'

lf the time charter party mentions a daily rate then


the daily rate will be used as the daily time charter
rate.

lf the charter hire in the charter party is a monthly


rate then the daily charter rate will be defined as:
(rate per month x 12) / 365.

(B)

:..

Bunker Consr,rmption
Bunker' .r quantity

shall be as per

charter

party(uqStionnaire 88/gas form C and/or other


,similar documents (any one of which is available).
be the rast stemmed

,,

(b)

' ' Jxffi[:*t"T::J"

Owned Fleel,,,,,

Ttre dajfy Demurrage rate


,,,,,

charter hire per day

Sunk t

cp,lsimption at port per day.

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,,

(12) month time charter rate assessment for the relevant


vessel type in USD/day.

!l

"!l:,,
,\;

':rai;

(2)

!iirr;;,
't:,.
*,lt '

,*'
'{r"i

,h

.,{i

}-,r:i

'*u,,'

";i:::.

..t!;,

Bunker Consumption

Bunker quantity shall be as per questionnaire 88/gas form


C/charter pafi document and/or other similar documents
(any one of which is available). The bunker price used
shall be the last stemmed bunker price of the vessel.

!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)

Daily charter hire will be as per the nearest Vessel's


capacity available in the Clarkson's publication multiplied
by the term charter assessment value for such
corresponding vessel (nearest vessel capacity available in
the Clarkson's publication).

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,s

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAIITINA

{2)

Bunker Consumption

Bunker quantity shall be as per questionnaire 88/gas form


C/charter party document and/or other similar documents
(any one of which is available). The bunker price used
shall be the last stemmed bunker price of the vessel.
(vi)

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

strikes, lockouts, cessation, work restraints against the ca$tarn, offiotirs


and crew of the vessel.
(*;,.

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)

[SPC] may counter the Demrif,@geiclaim by providing reasonable details of


the specific facts of the obiection to such claim, which will be verified by

,,;'., "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

;','.

the eounterclaim referred to in Article 8.2.8(e)(ii), PERTAMINA has a right to


issue an invoice for the Demurrage claim and [SPC] shall agree to pay the
Demurrage claim amount pursuant to the Demurrage Claim Notice; and
rr|:

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.

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,J

Private and Confidential


BOOT Agreement

PERTA'ITINA

East Java LPG


Terminal Prolect

The calculation of the quantity of LPG received by PERTAMINA in a


be performed by [SPC] or its

(b)

current Billing Period shall

representative by reading and recording the number stated in the


Measurement Device on 24.00 lndonesia Western Time on the last
day of the current Billing Period, as witnessed by PERTAMINA or its
representative.

The reading and recording of Measurement Devices referred to in


Article 8.2.8(f)(i)(a) and (b) hereof, shall be contemplated in a

(c)

minutes of reading and recording supported by relevant


attachments and shall be executed by the Parties or their respective
representatives with affixed duty stamp ('Minutes

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'

.-''

''':''lt'

,,,'.,Jdsses
.

relating to vessel, the maximum losses are 0.25% ol


the Birr or Ladins' as carcurated

, ff":?fl?;ffiYrTHllin

""1t'-

''*
.d. "''tr:",,
tirlv,

1lir.

-iilt}.#l

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

LPG quantity set out in the


the
Measurement Device

Bill of Lading from

Ship Figure After Loading


shown on the ullage report

".
,i.l'

i"

rr

On Board Quantity shown


in ullage report

(ii)

ilr

(b)

losses relating to the Terminal shall be measured based on


LPG stock in Terminal plus receiving the Refrigerated LPG
minus delivered LPG and compared to the actual LPG stock
in the Terminal in the cunent month, as evidenced in the
Minutes of Stock Opname.

[SPC] shall reimburse such losses by paying

to PERTAMINA

an

amount equals to the quantity of LPG wttich is subject to such


losses as determined based on the price published by CP Aramco

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,n

East Java LPG


Terminal Pro.lect

Private and Confi dential


BOOT Agreement

PERTAT}TINA

plus the freight cost incurred by PERTAMINA in relation to the


freight for supplying the Refrigerated LPG to the Terminal.

(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)

[SPC] may counter the losses claim by providing reasonable details

of the specific facts of the objection to such claim;'


verified by

(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.
.

'., ' ,i:

(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),

PERTAMINA has a righl to issue"An,fivoice for the losses claim and


[SPC] shall agree to pay;rthe,,lo.Sses claim amount pursuant to the
Losses Claim Notice-rr'r! _.,." ;;.,r
t"t-"

''tttt

(s)

'

if [SPC] does n,Qt,makp-'any payment for the losses claim amount


within twenty, fiv'e .,{25) Days from the date of invoice then
PERTAMINA' hag, ihe right to set off such payment against any
PERTAMl.NHs,t0ayment obligations to [SPC] under this Agreement.

(h)
,'
s.

h.

libthe'r terms and conditions relating

to losses may be determined by

i,. tlre,-P;arties in the SOP.


.i

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.

PERTAMINA may perform periodical reviews and audits on the process

of

LPG

quality assurance which such procedure shall be further described in SOP.

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)

During Supply Period, if after the arrival of PERTAMINA's Facility at the


Terminal, PERTAMINA finds that the LPG quality analysis result set out in
the certificate referred to in Article 8.2.8(9) hereof, does not comply with
Article 8.2.2, [SPC] shall pay a penalty in an amount equals to the price
published by CP Aramco plus the freight cost incurred by PERTAMINA in
relation to the freight for supplying the Refrigerated LPG to the Terminal,
within thirty (30) Days from the date of issuance of invoice specifying the
claim for such off-spec LPG and the amount to be paid by [SPC].

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t
,-

Private and Confi dential


BOOT Agreement

PERTA,vIINA

8.2.9.

East Java LPG


Terminal Project

[SPC] shall comply with the following flow rate requirements:

Items

Flow Rate

Jetty A

800

1,200 MT/hr

Jetty B

750 -800 MT/hr

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.

r.tli,,.

l,

of maintenance of the Terminal, [SPC] shall enter into an operation and


agreement and/or establish a maintenance organization.

fo1..thg. purpos6

*r,*tl*
,,,

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:

Sinking Fund = Caoital Exoenditure


20

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8.4.1

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

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.

,,',,,,...

8.5.2. ln the event that

the negotiation fails to be resolved within thirty,.,(3Q}, Days, PERTAMINA,


PERTAMINA shall be entitled to terminate this Agreement and.,rtray eibrcise its purchase
option referred to in Article 22.2hereof .

*ill,'*

!
ARTICLE 9
MEASUREMENT DEMCE$a.

9.1.

.,':

.,

Standards and Technology

,:.j

';1,,,.,'*;"'

,'':"'

J.*r,'''i
"',:'j

.*i
t''

{ltS!'l!"'tt

r,l$,.,$1 .i*,dn

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
,r,,.i,rtr,.

:'

ratio n of

g.2.1

"r:ii',i,,,

M.,_gae,..,11

'

i.

..,r,'.

3i,

'.

ih
i' .,r;'

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

Devices must be calibrated by the Directorate of Metrology or

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.

Accuracy of Measurement Devices

9.3.1.

[SPC] shall be responsible for performing

a periodic calibration test on the Measurement

Devices every six (6) months.

9.3.2.

The accuracy of the Measurement Devices shall be based on the specification of each
Measurement Device.

9.4.

Verification of Measurement Devices


9.4.'l

[SPC] shall be responsible for verifying all Measurement Devices at least once each month.

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,,

9.4.2.

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

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

be calibrated by the Directorate Metrology or PERTAMINA's vessel's gauge, until

the

completion of the recalibration of [SPC]'s Measurement Device.

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'

ir:,rrr

'"
-."

''''

,'''

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.

i:.,

.r ',lr.{t,....r\,,i;i
:

'

'',.' 1i'tt'"*'j:
10.1. Proieet
Gost

ARTICLE

i0

PRoJEcr cosr AND PAYMENT

l,;f.,,he Prgect Cost of the transactions contemplated herein, shall be determined using the applicable

-r":'+
10r3.

'

10.3.

"balculation formula set out in Appendix I hereto.

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.

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L
,G
10.4.

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

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,

,,

Amendments to Project Documents


Promptly upon the execution and delivery thereof, tSPel.stiritt deliver to PERTAMINA, un-priced and
excluding Proprietary lnformation, any material atiefdmbrits, modifications or supplements to, or

11,2,

,,,, "''";,.';;

consents to any change of any provision of qfl(jranls


with respect to such matters as affect the riShS,,6iiO

-o,f

eny waiver under, any of the Project Documents


of the Parties.

,.9,,pligations

;lr

"': "ri

11.3.

':*|'liti

Compliance with the Legal Requiii-"..,pt6.


.,. t,

i.i,..

,.,:t''

[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.

Only applicable for Bidding Option

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l'

t,

PERTAMINA

Private and Confidential


BOOT Agreement

East Java LPG


Terminal Project

ARTICLE 12
INSURANCE

12.1.

lnsurancePolicies
12.1

.1. pPCl, at its sole cost and expense, shall obtain

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.

[SPC] shall bear all deductibles, excess of


insurances covering the Project.

and maintain the policies of insurance


described in Appendix D hereto in the amounts and on the terms set forth herein and therein
and during the periods mentioned therein, provided, however, that such amounts and terms
may be changed from time to time with the prior written consent of PERTAMINA, which shall
not be unreasonably withheld. Nothing shall prevent [SPC], at its sole cost and expense; from
procuring insurance coverage in addition to those specified herein or in Appendix D.

12.2. Endorsemen

lmit'of liability and exclusions applicable to the

r: ,r"

-,r.,:,. ,.

12.2.1. [SPC] shall cause its insurers

;;rl

toOioryide the following endorsement items in its comprehensive

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'

:,1

l.;,

rrr..
..,rir'lii,.
.r ., ,
:"i1,
''
'ii.

,trr

!r '

r'

''

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, ..,

sd0h policies shallinclude standard cross liability clauses; and


notwithstanding any provision of the policies, the policies may not be cancelled, nonrenewed or materially changed by the insurer without giving thirty (30) Day's or, in the
case of cancellation for non-payment of premium, ten (10) Day's prior written notice to
PERTAMINA.

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

in Article 12.2.1(d)in all

insurance policies covering the Project as set out in Appendix D hereto.

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

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employees, directors, commissioners, agents, shareholders and contractors in respect of a


claim arising under its insurance policies, unless such claim arises from wilful misconduct or
gross negligence of PERTAMINA or the other Party or of PERTAMINA's or the other Party's
employees,

di

rectors, comm issioners, agents, shareholders or contractors.

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

'

.l.'.,r '

.,.,,,,,,,

14.1.

::i,,,..,,,,,

General

,,,
'r

,;r,.''''-i,i-.
r]i
'r'

l!

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.

[SPC] shall performitsob{igationsingoodfaithandatall

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.

tSP.,pl shatl "perform inspection, maintenance and certifications as required


,' Requirements and in accordance with the Prudent Operating Practices.

by

Legal

)i

14;J.Z [qPC]shall perform periodic environmental management and monitoring plans and

reporting

standards.
', 14.1

14.2.

.8.

[SPC] shall follow up on reports

of losses due to environmental impacts, pollution and

environmential disruption and lawsuits due to activities of the Terminal.

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

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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.

14.2.2. lf this Agreement

is extended or terminated, [SPC] shall be fully responsible for complying with

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

necessary for the proper performance of its obligations hereunder.

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.

Occupational Health and Safety

14.3.1. Occupational

a.

,i;,,,,
;it.l
: :;r.iil

Health and Safety Policy

[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;
r'Jir

ti. (t$"'*"'"' authorization of the representative of [SPC];


,.
'i, "fii) defect reporting and correction/repair;
.rj" ,,ii' ''(:'c" (viii) risk assessment for unusual tasks or when experience is limited, with a
.,.,i

.".iiltt, \

,.rtr
,r:;,

ii;r.}i;ii1 ,,

(x) il,:;J:"T::HT::il:::::::I,jffi"'safepr'cedures;
(x)

i:, -

(n)
(xii)

1r
b.

emergency preparedness;

dlocation of responsibilities for safety and health;


other occupational health and safety programs.

[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.

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[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.

ltr,:,-

14.3.2. Occupational Health and Safety Program

'
rt.''

.,

"

,-,.

, 'i'i'

,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,$

and the operation of facilities


i$ility of [SPC], [SPC] is obligated to make an

Environmental lmpact Analysis afii{/pEuirEnvironmental Management Endeavour and


Environmental Monitoring Endeavor.ir,"dlhich are required by the Legal Requirements for
the development of the'Proieot, and obtain the approvals from the Governmental
lnstrumentality and o.pta,in',."1;!,-_r.B, uired Governmental Authorizations in compliance with
the Legal Requirements.
14.4.3. [SPC] shall contpf nazaiOous substances (if any) by complying with all Legal Requirements.

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"

",::

Facili$ and Equipment Design


Layout of the Terminal shall comply with the requirement of design and

(a)

safety distances applicable for the facilities of the Terminal with reference to

:,

NFPA 58.

(b)

The operational facilities of the Terminal shall comply with the

design

requirements and specifications referred to in NFPA 58.

(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)

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(b)

operational & control philosophy design;

(c)

emergency shut down design philosophy;

(d)

fire protection system design philosophy;

(e)

plot plant (general and detail);

(0

process flow diagram;

(s)

piping and instrument diagram;

(h)

fire protection and safety system;

(i)

drainage system;

(i)

electrical hazardous area classification; and

(k)

hazardous waste containment.

Risk

Assessment

'

The engineering, procurement and construction of the.TeflIt(ral shall be supported by


a Hazard ldentification and Hazard and Operabilitf Study (HAZOPS) involving
PERTAMINA in the Detail Engineering Oesigri'(OED) ahd FEED phases.

-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)

Management of Humgn ResgUrces

(a)

The Contactarll]ehall comply with the Legal Requirements relating to


manp"g,ryqf

(b)

'f

i'

,$gtters:
'iiriir

tsPq'$hall perform medical examinations (medical check ups) of

its

personnel.

(ii)

u"'-'fffi

a'satetY Management

,r'''j'.r,..'il.ilajii The Contractor


,ti'

,,

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rrlj;

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shall comply with the requirements of the Contractor Safety


Management System of PERTAMINA'

(b)

The Contractor shall prepare HSE policies, organizational structure of the

(c)

The Contractor shall provide a HSE supervisor, certified personnel, and


occupational safety equipment for its personnel in accordance with the

'ili.
''{i.

applicable standards.

(d)

The Contractor shall provide training for its personnel.

(e)

The Contractor shall perform periodic HSE meeting, safety inspection and
audits and safe working practices and obtain work permits.

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(f)

East Java LPG


Terminal Project

The Contractor shall report any incident and accidents and

perform

investigations and reports in relation to the safe working practices.

(S)
(h)

The Contractor shall perform emergency response procedures.


The Contractor shall perform the environmental management and monitoring
in relation to the management of waste resulting from the

activities

implementation

of the

Project

to control any

potential pollutioll" and

environmental damage, third party liabilities and legal enforcemen[

(i)

The Contractor shall perform the Pre-Commissioning anO Cprtrril,d'ihn g


together with PERTAMINA and its

representatives.
,i,,,,''

.,,

i..'

Ooeration Phase
(i)

:i,' li ,i''
Article 14.5(b)(i) shall apply mutatis mutandis to the op$alor of the Terminal.

(i

i)

Health and Safety

(a)

Management

lir"
ii, ,ll'l:,r,
t{ii1,j,,.
,i:.,lo,i}

The operator shall prepare ,,"n.d''&,fr'arld' safety management program in


accordance with the best pra{ice,in oebupational health and safety in the oil
and gas business.

(b)

The operator sn{}i O-rOare,,,fISE policies, organizational structure of the


Project, and standd'idi-opgriiti ng proced

(c)

..-J;:,r;.,i.

.,,j,,

res.

:r,

The opet'ator.rahgll provide a HSE supervisor and occupational

safety

equipqentlgr jlglOersonnel in accordance with the applicable standards.


(d)

The aperator shall provide training for its personnel.

(e)

The_

(f)

The operator shall report any incidents and accidents and

operator shall perform periodic HSE meetings, safety inspections and


audits and safe working practices, work permits and management of change.
perform

investigation and reports in relation to safe working practices.

(s)

The operator shall perform maintenance, inspections and certification of the


safety devices of the Terminal facilities.

(h)

The operator shall perform monitoring of hazardous areas in the Site.

(i)

The operator shall perform emergency response procedures and evaluation


thereof.

(i)

The operator shall perform environmental management and monitoring


in relation to the management of waste resulting from the

activities

implementation

of the

Project

to

control any potential pollution and

environmental damage, third party liabilities and legal enforcement.

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,-

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)

basic fire & safety training;

dangerous goods safety handling lhazmal training;


emergencyresponsepreparedness
' ,.,,,

fire prevention & protection;

'

",1

fire & safety rescue;


gas safety

inspector;

.,, ..' ,..

':,

l,:

hazard identification;

investigation;
job safety analysis;
safety audit & site inspection;
safety behaviour & observation; r:

. ,l i "

incident

waste & environment

..,,,

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'

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.1

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r"nrg"rsrri."";, .

ARTICLE 15
MONITORING, RECOBD.S; REPORTS, AUDIT

't5.1.

Monitoring Rights and

Reports .,

" '

'

15.1.1. PERTAMINA and its dr,!y appointed representatives, shall have the right to (i) monitor

the

Project and the Site."and"{ii)'rrndke copies as reasonably requested by PERTAMINA of all


materials required to'berobtained and retained by [SPC] pursuant to Article 6.5 (other than
Proprietary lnformation of [SPC] or others) and all materials pertinent to the exercise of
PERTAMINA's arldrt rigits pursuant to Article 15.2. The purpose of such monitoring shall be to
determine;' in, the cdSe of construction, whether the Project is designed and constructed in
accordande with.tnd design and equipment parameters set forth in Appendix A and to observe
the progiess of construction and installation work, and, in the case of operations, to determine
,vtfiether the Terminal is operated and maintained in accordance with the terms of this
Agreemeht. [SPC] shall permit PERTAMINA and its duly authorized representatives to conduct

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.

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.2.

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[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.

Documents durino construction of the Terminal

(i)
(ii)
(iii)
(iv)
b.

layouU plot plan;

Process Flow Diagram

(PFD);

n,i,,,,,,,,.

Piping & lnstrumentation Diagram (P&lD);


main equipment

.,,...r.,,

and

',.i.;,,r"
jrlr

list.

'*1,

Activitv Reports durino construction and Commissionino Period ,r."r.,,,\


,,r.,,,'

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

Activitv Reoorts durino Ooeration

(i)
(ii)

ri,

monthly import nomination foregast alig,nB6 1s the latest known nomination,


for the subsequent three (3) mont-tqaft9..1iluch nomination; and

(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..

Books, Records and AUdit


,..

,,.1

15.2.1. . pPCJshall complywith the Accounting Principles and maintain proper books and records

in

rtaccordance with the Legal Requirements.

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.

15.2.4. Upon expiration of such sixty (60) months period, neither

Party shall dispose of nor destroy any

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

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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;
'ii1,:i

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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

or injury to person and'bll expenses relating thereto (including without

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

"' 'ltotice of Proceedings

"

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

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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

REP RESENTATTON AND

r:rtl
,|.

WAF,qeNtlFS',
rl:11iir; r;;

17"1.

Representations and Warranties of

[SPCI

.,,.

:r,' ,;,... :r,J'

[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.

All licences, authorisations, consents, registrations and notifications required by [SPC]

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;

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e.

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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.

,'

Representations and Warranties of PERTAMINA


PERTAMINA represents and warrants that:

'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'

Repetition of [SPC]'s Representations and Warran$6s.,,

'

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.

,,

Events of Force Majdurg

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

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,*

d.

Private and Confidential


BOOT Agreement

East Java LPG


Terminal Project

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

Effect of Force Majeure

18.2.1. Except as provided in Article 18.3, either Party shall O"

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

as practicable concerning the effect of such

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
|

'

FM has occurred that results in impediment of the implementation of this


Agreement or the Project, then both Parties shall enter into good faith negotiations to agree a
satisfactory solution regarding continuation of the Agreement or implementation of the Project.
lf the Parties do not reach such satisfactory solution within thirty (30) Days, or other time as
mutually agreed upon, [SPC] and PERTAMINA may terminate this Agreement and
PERTAMINA may exercise its purchase option referred to in Article 22.2hereo'f

18.3.

Certain Delays Not Excused


Notwithstanding that an Event of Force Majeure otherwise exists, the provisions of this Article 18 shall
not excuse:

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PERTATIIINA

a.

late payment of money;

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.

late performance by [SPC] or a Contractors caused by [SPC]'s or the Contractor's failure to


engage qualified subcontractors or to hire an adequate number of personnel or labour;

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

delays resulting from reasonably foreseeable unfavorable weather or reasonably. reseeable


unsuitable ground or sea conditions or other similar reasonably foreseeable adverse
conditions

18.4.

,t.

Notice of Force Majeure


:

.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

maximum extent practQable:6nd agreed between the Parties.


tll;.,,,i1

':

'ii,i.,.;r ,
:,,,.",:r:,,..:

19.1.

Terminatiol Up;n

tffCl

ARTICLE 19
TERMINATION

and PERTAMINA Events

19.1.1. [SPC] Remediable Events

, .,, , ,'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)).

19.1.2. [SPC] Non-Remediable Event

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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

to [SPC] or any of its Shareholders; (ii) the appointment of a trustee,

liquidator,

custodian, provisional manager or similar person in a proceeding referre{.to iR.point


(i), which appointment has not been set aside or stayed within sixy (60) Days,bf such
appointment; or (iii) the making by a court having jurisdiction of an ordff,Wjnding rlp or
otherwise confirming the bankruptcy or insolvency of [SPC] or any.pf itsSh6ii*holders,
which order has not been set aside or stayed within siny (60) DA$;

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.

,,,

,,,,
,.,,.::,

abandonment or disposal by TSPCI of all or substghtiii,l.ly aiiof its assets;


total loss of the Terminal other than lossgs resu'ffi$.t'om any or more Terminal FM;

the wilful and unexcused failure

Uy

$FC.|, to operate the operable Terminal

in

accordance with the provisions of this;Agreernent consecutively for thirty (30) Days in
,,.
any given Contract Year;
,,,. ,::)
,,,.,"',

f.

the failure of the tsPCl,i{"r.iiablt'Erent described in Article 19.1.1(a) to

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;

the failure of the


h

the failure qttSPClta,oohply with Article 2.4 hereof;

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 ilosure of the Terminal and/or revocation of Govermental Authorizations of [SPC]


which renders [SPC] unable to perform its obligations hereunder;
l.

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.

the failure of [SPC] to comply with Article 21 .3 hereof;

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.

notwithstanding other provisions

of this

Agreement, the failure

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.

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19.1.3. PERTAMINA Remediable Event


Each of the following events, to the extent resulting from PERTAMINA's negligence, gross
negligence, willful misconduct or breach of this Agreement and not resulting from [SPC]

Remediable Events

or [SPC]

Non-Remediable Events, shall constitute

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).

19.1.4. PERTAMINA Non-Remediable

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.

the dissolution, merger, consolidation, amalgarnation, reorganization, reconstruction


or privatization of PERTAMINA, except to the extent that it does not affect the ability
of the resulting entity to perform its obligations under this Agreement and does not
give materially adversely effect to the,perfOtmance of this Agreement, the Project

b.

the failure of a PERTAMINA Remediable Event described in Article 19.1 .3(a) to be


remedied within forty five (45),Days after receipt of a Remedial Notice in respect
thereot and/or

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

19.1.5. Remedial Procedures

''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

PERTAMINA Remediable Event ("Remedial

r"'"Notice')'

*-

Upon [SPC]'s receipt of a Remedial Notice notifying [SPC] of an [SPC] Remediable


Event described in Article 19.1.1(a) or Article 19.1.1(b) and upon PERTAMINA's
receipt of a Remedial Notice notifying PERTAMINA of a PERTAMINA Remediable
Event described in Article 19.1.3(b), the Party receiving the Remedial Notice shall
prepare and fumish to the other Party as promptly as practicable, and in any event
within seven (7) Days, a detailed program ("Remedia! Program') for the remedy of
the Remediable Event giving rise to such Remedial Notice.

19.1.6. Termination upon [SPCI or PERTAMINA Non'Remediable Events


Upon the determination that an [SPC] Non-Remediable Event or

PERTAMINA Non-

Remediable Event has occurred, the following procedure shall apply:

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a.

Private and Confi dential


BOOT Agreement

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Terminal Prolect

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,.:

Termination on Expiration Date


1r.r

This Agreement shall terminate on the last Day of the Term.:tl,l

19.3.

Consequences of

19.3.1.

Termination

consequences
a.

'i. , "
'ii"'" '

'{o, re

,#
t't'

,.

.J.

d,,.,0,r
,:'-i

1i,""r

ln the event of termination,(iftffi'Rgreement due to [SPC]'s failure to achieve the


Financing Date pu.f.dUAht toArtiile 3 herein, PERTAMINA shall be entitled to payment
under the terms of the Performance Security.

b.

ln the even( of terrniria{bn of this Agreement occurs prior to Commercial Operation


Date, due toran 15p", Non-Remediable Event, then (i) PERTAMINA shall be entitled
to payment uhder the terms of the Performance Security; (ii) at PERTAMINA's
request,'{SPC}shall transfer its rights, title and interests in the Project, free and clear
.of'all liens'idnd encumbrances to PERTAMINA in accordance with Appendix L and
PERTAMINA shall not be liable to any cost for, relating to or resulting from such
itlansfer and (iii) [SPC] shall liquidate its company on the date of the termination or, in
the event PERTAMINA requests for transfer referred to in this Article 19.3.1(b), upon
'the date of transfer of the Prolect.

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

the Project at the purchase price determined in accordance with Section 2 of


Appendix K hereto, (ii) [SPC] shall only be entitled to be paid the Project Cost
attributable to the operation of the Terminal performed as at the date of termination
and [SPC] shall liquidate its company on the date of the termination or upon the date
of transfer of the Project in the event that PERTAMINA exercises the purchase option
referred to in A(icle 22.2 hereol.
d.

ln the event of termination of this Agreement after the Financing Date due to

PERTAMINA Non-Remediable Event, PERTAMINA shall have the option to purchase


the Project at the purchase price determined in accordance with Section 2 of
Appendix K hereto.

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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.

Referral to an lndependent Expert

'l' tl"

20.2.1. For any

Dispute of a technical nature which.thiSlAgreement specifically requires to be resolved


in the manner set forth in this Article;(d "Techn[eal Dispute'), if the Technical Dispute is not
resolved through amicable settlemefu,,,stfrin the thirty (30) Day period as stipulated in Article
20.1, either Pa(y may by written noticdto the other Party refer such Technical Dispute to an
independent expert appoinftlld in. accordance with Article 20.2(b) hereof ("lndependent
Expert").

btteite ieceipt of the notice referred to in Article 20.2.1, lhe Parties


shall agree on the iden[tty of the lndependent Expert and the terms upon which the Technical
Dispute is to be referred to.

20.2.2. Within forty five (45) eays

20.2.3. The appointgd

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

dt*llvery of the lndependent Expert's written decision to them.

',-..

;|.

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

accordance with Article 20.3 hereof.


20.2.5.
20.3.

"

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.

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Private and Confi dential


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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...:

,,,,.

,, t

,,,"

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"

20.3.3. The award rendered shall be

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

:@ritinue to perform its obligations hereunder to deliver the LPG and


[SPC] shall
PERTAMINA shall continue to pay all amounts due hereunder and not in dispute,

a.

during thqpendency of such expert proceeding or arbitration;

b.

,Neithq PERTAMINA nor [SPC] shall exercise any other remedies hereunder arising

"ll,::f":l[:J:lii:l;:]:'fi
.

,.l,
,,"
r:

' ::"
21.1;

;:i,fi:i:'x3":f:ilffi :,HJ:'J":".;:[]Til;

,aibitration or lndependent Expert proceeding.

ARTICLE 21

.Assignment
21 .1

.1.

[SPC] shall notsell,assignorotherwisetransferitsrightsorobligationsunderorpursuantto


this Agreement without the prior written consent of PERTAMINA, except that for the purpose of
financing the Project, [SPC], with a prior written notice, may assign or create a security interest
over its rights and interest under or pursuant to this Agreement, any other Project Documents,
the Project, the right to the use of land of the Site, the moveable property and intellectual

property of tSPCl, or the revenues or any of the rights or assets

of [SPC]. Any

actual,

attempted or purported sale, assignment or other transfer by [SPC] of any of its rights or

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Terminal Pro.lect

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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.

Transfer of the Terminal


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.

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22.2.

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAMINA

PERTAMINA Project Purchase Option

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.

date of the Termination

',,_.';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.

Transfer of Project Documents


Following the termination of this Agreement and the exercise of

ERTAI4INA's purchase option referred

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"
'"'

anrlgle 2s,i "i,


MlScEL,ldillEoIrS
'ilir:.,.

23.1.

Governing

Law

,,,rr..-:,r/
i.i:

Lii,

-'.*

,,.i1

"

o'-'

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.

This Agreement'mty,only,.bir amended or modified by a written instrument signed by each of the


Parties. Any,arnendmert, modification, or addendum of this Agreement made by the Parties according
to this ArticiE 23.2 shall be an integral and inseparable part to this Agreement, unless the Parties
determrfie Othenr]se
'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:

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Terminal Protect

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BOOT Agreement

PER,TAMINA

ln the case of PERTAMINA, to:


PT PERTAMINA (Persero)

Jl. Medan Merdeka T'imur 1A


Jakarta 101 10

Facsimile

LI
LI

Telephone

L-J

Attention

ln the case of BPCI, to:

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.
,,,,r,,, ,t,'
part of
""""'?:?-5.2. The restrictions in Article 23.5.1 shall not apply, or shall cease to apply, to any

':'

the

Confidential lnformation that:

a.
b.

is in the public domain other than by reason of a breach of (a) above;

was in the rightful possession of the recipient Party or an employee,

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.

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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
,.ii'i. ,r

ttt"tl

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.

Further Act andhslriipnee


'1,

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

23.10. Cost,and Expenses

.:
.

' 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;

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Private and Confidential


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PERTA}IINA

b.

East Java LPG


Terminal Project

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.

consents generally in respect of the enforcement of any judgment against it in any'such


proceedings to the giving of any relief or the issue of any process in connection with such
proceedings including, without limitation, to the maximum extent permitted-.by Legal
Requirements, the making, enforcement or execution against or in respect of any property
whatsoever (irrespective of its use or intended use) of any order or judgment which may be
made or given in such proceedings.

23.12. Local Content

Requirements

[SPC] shall and shall cause each of the Contractors

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 product produced

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

nces com p an es, brokgls:- and


i

a.gE

ntsf and

use lndonesian importers, agents and freight fonrvarders;


provided, in all caseq lhatibuch'"dquipment, materials, products, personnel, services providers
and contractors are at,ikqst as reasonably favorable to [SPC] as other equipment, materials,
products, personnel, seMses providers and contractors available, taking into account price,
quality, reliability and schedu le.

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

23,14.'r,C'6nfl ict of lnterest


i.t
t..

"i,:':.,

..

''

[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

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BOOT Agreement

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.

23.15. Anti-Corruption Obligations


23.15.1. ln connection with this Agreement and the matters, documents, activities and transactions
contemplated in or related to this Agreement, [SPC] shall comply with the Legal Requirments
relating to anti-corruption and anti-money laundering and [SPC] shall take no action whlqh
would subject PERTAMINA to fines or penalties under those Legal RequirementE!23.15.2. [SPC] represents, warrants and undertakes

to

PERTAMINA, that

it

indirectly:
pay, offer, give or promise to pay or authorize the paymenl.ot
a.
it,

things of value to:

'ri

any'monies or other

:l \.

(i)

any Governmental lnstrumentality;

(ii)

an officer or employee of any public

(iii)

any Person acting in an official capacity't0.r'brbn behalf of any Governmental


lnstrumentality or any public intern&fiiorta-Lbrganization

(iv)

any political party or oficilfjfrereoLiloi'iny candidate for political office;

(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

engage in other acts or transilblio+i$,


,..i:r.r,,ri,Jilll''f

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

i ,..,,

-""r:',:,i,)

r,,"'l'.i:.,,,
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

L_l

LI

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,,

Appendix A

1.

East Java LPG


Terminal Pro.lect

Private and Confi dential


BOOT Agreement

PERTA'IIINA

PROJECT DESCRIPTION AND DESIGN CONDITION

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:

"BOG' means Boil Off

Gas.

,.

.
.

Agreement).

"C3" means Propane (as defined in the

'

"C4" means Butane (as defined in the Agreement).


"DWT" means deadweight tonnage.

"FEED' means Front End Engineering

"

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).
..,,"

,.,...,..,

2'

General

''

ii

r:i'

'r"1

''
'"1
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.

Cgnsirqction of the Terminal


3.1.

'fi,

Specifi c Design Requirements

3.1.1.

FEED Scope and Future Readiness

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

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PERTAMINA

d. fire water facility


e. spaceforfuture storage
f. tank
S. substation building
3.1.2.

FacilityThroughput
The facility shall be designed hydraulically to be able to handle 110% ol the_.design

rate.
3.1.3. Design Condition

.,,-"1

FEED

tli

Iro'ull

.o
'll.i,,

i::,,,*,,,,
'tlti,-

tt

id

';."

The Terminal design condition shall be considered as 100% Propa[9e cor-{il'lt:i;'


3.2.

k*".'

MechanicalDesign

{trl.*

Requirement for Refrigerated Tank

3.2.1.

,..:i'

Design

.,',

"'

ii",;ltr:,, ''
r)r

.,1

The refrigerated tank design shall consider following itq,.ryr.i " '1

a.
b.
c.

Tank type is suspended roof and double shelltype, single containment.

As mentioned in Section 5.1 [carrier sizeh.44,000MT LPG (86,000m3) shall be


'',
considered as basis of tank volume dgpign.
Tank volume shall consider minimum liciuid level for NPSHa requirement for
pump

operations.
:"''

'

'ri'ltl

i
li'll'r:l'

Basis of Materia! Selectio-pftr Spti'cidl Service

3.2.2.

,il,

rii

';,;::,

The Contractor shall speiify,,*iiiy special materials of construction that they considers
to be more practicql-9,1, accg,pdit$lb

Sparing Philosophy fOtEquipment & Packaged Unit

3.2.3.

The following eqgiprirent iequires installed spares:

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.

, Turbine/Motor Selection Preference

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

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 63 of BOOT Agreement

t
,-

i.
j.
k.
l.
m.

n.
o.
p.
q.
r.
s.
t.
u.
v.
w
x.
3.3.2.

East Java LPG


Terminal Pro.lect

Private and Confi dential


BOOT Agreement

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

'tl',.,.,..,,,,,"'*',i

.::,rr1,,.,. ',,,.,..J''

Filling shed

'i,
Weighting Bridge
iiii',r*,.
'iir,r ''.;: '
Marine Equipment Room
Office/Main Control Room, mosque, canteen, clinic, waiting room,'at$lling shed,
and garden
Laboratory
,1

Supplementary Design Data

to Basic Engineering Design Data


asrfRay
be provided by PERTAMINA.
and/or any other technical document references
Please refer to minimum requirements relating

Piping

Design

3.4.1.

Plot

Area

.,,

r. 't,'

i',i''

,1'.r'

'',

,,.

. ""

General plot plan as detailed p.lant locaiion, shall be as follows (for reference only):

itr .ul

,,rJ?ir, '' ri.

,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.

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 64 of BOOT Agreement

l.
,-

3.5.

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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.

Emergency Shutdown and Equipment Protection


Emergency shutdown and equipment protection shall be incorporated in the'il-esgrifur
safe control and shutdown of the unit in cases of all emergency condiiions.tl.1.,l,
emergency conditions may arise from eventualities such as power and ins(iurqpht air
failure, fire or abnormal operating conditions (temperature, pressrlXi,.flow i$te or liquid

:;;,j ':i r

level).
3.5.3. Flare System

,;;rr:,,.,

..iiiii:"

Flare system shall be designed based on the largest singlQ.iisli'oi'Bcenario.


4.

Terminal Operating

4.1.

..,,,_.,ii

Consideration

TerminalDesign

,';'.:(i;'
,.ltt".j,,,iu

Lifetime

,. ..

,'\, 'r,l'
The Terminal shall be designed for operation life,f-liii.e,ai'rftillow:
Jetty

Facilities

: 30

years

with working hour of 7x24

4.2.

..,.,,..,'"''

hours "t,

'"'

'

,,,,,.'

'::t.i:;',":i'1'.'11''

FEED Rate Flexibility and.., urndqiin Ratio

. n. "

,,ii

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.

',,
:

,,,. , ::.

Boil Off Gas f'BOGr') System

''

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")

Code: RFP-001 /T00300/201 6-53

21 October 2016

Page 65 of BOOT Agreement

l.
,-

Private and Conf dential


BOOT Agreement

PERTAI}TINA

East Java LPG


Terminal Pro1ect

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).

After the Terminal becomes in operation, Refrigerated LPG is supplied by VLGC of


60,000 DWT. Dedicated jetty is required by considering the size of the VLGC. This
Jetty A shall cover the backloading operations of Refrigerated LPG to both semi and
fully refrigerated coastal tankers.

,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

Jetty of Pressurized LPG terminal (i{6Ql

''

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

Seawater lntake Treatment


The seawater intake shall be equipped with the treatment facility. The purpose of this facility is
to conduct the necessary treatment, such as to protect seawater pumps against foreign
matters, and to prevent living organisms from entering the sea water distribution piping

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 66 of BOOT Agreement

,8

l'

4.7.

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTA,}TINA

Seawater Outfall Treatment


The purpose of this facility is to conduct the necessary treatment for the seawater to meet the
Legal Requirements relating to environmental requirements before return to open sea. The
Contractor shall confirm the requirements of seawater outfall treatment facility.

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

The most common odorant is isethyl-mercaptan. Most authoritieg.re.q,qirel ? minimum


of 1.0 pound of odorant be injected into 10,000 gallons of LPG.'Que tg a condition
called 'odorant fade', which occurs in new tanks and piping systemsr;,dnd to allow a
margin of safety, most installations agree on an odorant rate.'of.r.':1.5 pounds of odorant
".ss sD:
per 10,000 gallons of LPG loaded.
The basic design of an automatic odorant inlection.siltedshould povide a simple,
reliable, 'leak free' and fail-safe in injecting odorantjntO....,qn LPG stream proportional
iri',.,.'i.,1,ri1'
to metered flow.
,r.

".

A fail-safe automatic odorant injection sys_tfit.shrild be selected that injects odorant


proportional to flow and provides a pfdigdliirsbrd of the odorant injected for each
batch transaction. The system must'i6if:..d$signed to alarm any time any odorant
Odorant will be delivered t'&ti.e'Terminal facility with semi bulk container (SBC). The
odorant from SBC will be injeCted to the system directly with valve regulator.

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

Code: RFP-001/T00300/201 6-53

Maximum

To be reported
psig

21 October2016

210

ASTM D-1657
ASTM D.1267

Page 67 of BOOT Agreement

,,

Private and

PERTATIIINA

Confidential

East Java LPG

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

Specification of Pressurized LPG

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

East Java LPG


Terminal Prolect

"'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.

",/,*

LPG Garrier Capacity


5.2.1

'i'-,

Tanker Size

,;rit'

Tanker Type

':'Capacity
Remarks

r, (MT)

(m')

44,00015

VLGC (Unloading)

o/
to

86,000

LPG Semi Refrigerated Cgasfal Tanker

10,000

19,500

LPG Fully RefriEerated Coastal Tanker

10,000

19,500

2,500

5,000

LPG Pressurized, Coastal Tanker

5.2.2.

Tank Truck Size

Capacity
Tanker Type

Remarks
(MT)

(m')

Fressurized Tank Truck

15

30

C3 LPG Tank Truck

C4 LPG Tank Truck

Code:RFP-001/T00300/2016-53

21

October2016

Page69of BOOTAgreement

,s

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

Pressurized LPG Tank

(#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)

Fully Refrigerated Coastal


Tanker

Semi Refrigerated Coastal


Tanker

Press. Coastal Tanker

N.l

Where:

",'i

Y : denotes operation
N : denotes nol in operation
-.,,,,,,,r.t'
'ii

5.'3

'l t

ril

r:,Hliloadinoffank to Tank Transfer Ooerations Mode

:,,'"t,,.,,.,",,j" u.
b.
'
5.3.2.

Unloading Refrigerated LPG of C3 and C4 simultaneously from VLGC to


each of dedicated Refrigerated Tank.
Transferring Pressurized LPG to the Pressurized Tanks after mixing of
Refrigerated LPG of C3 and C4 from each of relevant Refrigerated Tank.

Backloadinq/Fillino Operations Mode

a.

Backloading Refrigerated LPG

of c3 & c4

simultaneously from the

Refrigerated Tanks to fully refrigerated coastal tankers.

b.

Backloading Refrigerated LPG

of c3 & c4

simultaneously from the

Refrigerated Tanks to semi refrigerated coastal tankers'

c.
d.

Code: RFP-001 /T00300/20 1 6-53


--rl

Backloading Pressurized LPG from the Pressurized Tanks to pressurized


coastal tankers.
Filling Refrigerated LPG of C3 from the related Refrigerated Tanks to C3
tank trucks.

21 October2016

Page 70 of BOOT Agreement

,8

Private and Confidential


BOOT Agreement

PERTA'$INA

e.

t.

East Java LPG


Terminal Project

Filling refrigerated C4 LPG from the related LPG refrigerated tanks to C4


tank trucks.
Filling Pressurized LPG from the Pressurized LPG tanks to tank trucks.

Facility Conceptual Sketch


..

.!.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#

Designed Ann ual Dtttr$bution Capacity


FEED

Remarks

wt.%

MT

LPG Semi Refrigerated Coastal Tanker

Loading

64.0

1,920,000

LPG Pressurized Coastal Tanker

18.0

540,000

C3 = 50%

Pressurized Tank Truck

17.0

510,000

C4= 50%

C3 LPG Tank Truck

0.5

30,000

C4 LPG Tank Truck

0.5

30,000

100.0

3,000,000

LPG Fully Refrigerated Coastal Tanker

Total Designed Annual Throughput

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

Code: RFP-001 /T00300/20'1 6-53

21 October 2016

Page 71 of BOOT Agreement

L
,,

5.5.

East Java LPG


Terminal Project

Private and Confdential


BOOT Agreement

PERTAfrTINA

LPG Stock and Storage Tank

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.

Baftery Limit Condition


Maximum

Normal

Minimum
P

(Kg/cm2g)

('c)

(Kg/cm2g)

Pc)

LPG Semi Ref


Coastal Tanker

Bubble
Point

LPG Fully Ref


Coastal Tanker

Bubble
Point

LPG Press
Coastal Tanker

11.8

Ambient

LPG Mix Tank


Truck

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.

Carrier Occupancy Time


Carrier Occupancy Time (Hour)
Nett
Loading
Leaving
Total
Berth
Unloading

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

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 72 of BOOT Agreement

t
,-

Private and Confi dential


BOOT Agreement

PERTATI1INA

5.8.

East Java LPG


Terminal Project

Circulated Cooling System for Unloading/Backloading Liquid Line


The facility shall be designed with the circulation cooling system to continuously maintain the
low temperature in the unloading/backloading system during the intermittent downtime. The
cooling process will utilize the C3/C4 from Refrigerated Tanks. BOG of C3/C4 generated from
the cooling process will be sent to BOG system, condensed, and then sent to Pressurized
tanks or back to refrigerated LPG tanks. The cooling system will consist (but not limitd.to) of
:,' ,.r,,,,,.
dedicated pumps, piping, etc.

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

.,,,

"'

i' !'"'t""';t "'t'


.,,

Emergency power supply 9n-qJt Oe. designed based on study of operation in emergency

minimum requirements whrah may be provided by PERTAMINA.

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,

Code: RFP-001 /T00300/201 6-53

21 October2016

Page

3 of BOOT Ag reement

,e

Private and Conf dential


BOOT Agreement

PERTA'IIINA

Schedule

A-1 DIRECTORATE GENERAL

East Java LPG


Terminal Project

OIL

AND

GAS

No.

5493/18/DJM.T/2014
KETENTERI,A]II ENERGI DAN SUMBER DAYA MI'iIERAL REPUBL]K INDOHES]A

DIREKTORAT JENDERAL MINYAK DAN GAS

BUTTII

GEDUNG PLAZACENTRIS MIGAS, JALAN H.R. RASUNA SAID KAV 8.5. JAKARTA 12910
TROMOL POS : 1296/JKT

100.12

Nomor
Lampiran
Hal

TELEPON : (ml ) 526E910

(HUlIrlNG)

FAXSIMILE : (021)

5493 / LA /DJvr.r / 2014

Penambahan Penggunaan Alternatif


Metode Pengujian LPG

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

menyetujui usulan penambahan penggunaan:,qlternatif metode pengujian LPG

sebagai berikut:

1. ASTM-2598 atau lP 432 sebagai penambahan alternatif metode pengujian


specific gravity at 60/60' F:

2. ASTM-2598, ASTM-6897 atau lP 432 sebagai penambahan alternatif

metode

pengujian vapour pressure at,t0oo Fi

3. ASTM-6667, ASTM-3246,,4STM-5504 atau ASTM-6228 sebagai


a

penambahan

lternatif metode penguiian,rdal sulfur.

Persetujuan penambahan penggunaan alternatif metode pengujian LPG


diberikan dengan ketenti{ari standar dan mutu (spesifikasi) LPG PT Pertamina

(Persero) wajiS memenuhl,rketentuan SK Dirjen frnigas tto ZAsZs.XtrcnJM.T/2OOS


tentang Standar da'ntMutu (Spesifikasi) Bahan Bakar Gas Jenis Liquefied Petroleum
Gas (LPG) yang Dipasarkan di Dalam Negeri.
Atas pprhatian Saudara, kami ucapkan terima kasih
,iijlii.'.
'

';;

1i

"'ir- ',,,'i"

Jenderal

1:ii!;1,\...!rl
:::

''

'^i...

t\.1,

'

''t,rrroi'

Tembusan:

.itli,iilit "

1. Menteri Energi Sumber Daya


2. Sekretaris Jenderal KESDM
3. Kepala Balitbang KESDM

Mineral

.,..n

Code: RFP-001 /T00300/201 6-53

21 October2016

Page74 of BOOT Agreement

Confidential
BoorAgreement

,8

Schedule

East Java LPG


TerminatProject

Private and

PERTAMINA

A-2

[Technical Proposal]

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Code:

RFP-001/T00300/2016-S3

21

October2016

PageT5ofBOOTAgreement

t.
,,

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTA'ilINA

Appendix B PROJECT MILESTONE SCHEDULE

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.

Pre-Commercial Operation Date


nine (9) months as from the

Commencement of construction

Execution Date

Financing Date

nine (9) months as from the


Execution Date

Financial Close

ten (10) months as from the


Execution Date

Procurement of Special Facilities Site for PERTAMINA

twelve (12) months as from


the Execution Date

thirty three (33) months as


from the Execution Date

thirty six (36) months

as

from the Execution Date

Post Commercial

copy'

9001 Certificate, ISO

Certificate and other required operation certification

months as
the
Commercial
Operation Date

Transfer

20th anniversary

Certificate, ISO 17025 Certificate and OHSAS

Pdtq
;,.|::

'a.
i,r

'.i.lrlr,',!rl

:.,
..

:,

twenty

from

Commercial

i:

of

the
Operation

Date or 30 September
2039 (which ever is earlier)

.:i

Code: RFP-001 /T00300/201 6-53

14001
8001

21 October2016

Page 76 of BOOT Agreement

,3

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTA'}IINA

Appendix C CONDITIONS PRECEDENT

1.

Financing Date
1.1

Conditions Precedent to the Financing Date


With reference to Article 3.4 of this Agreement, the Financing Date shall be the date on
which the following conditions have been fulfilled by [SPC]:
"+ds$
a.

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 ,

[SPC] has obtained all Consents and GOy'bfnrribntal Authorizations


required or necessary to perform its businegs"adtivities and perform its
obligations under this Agreement th,,a'bqlOr$dnce with its constitutional
documents and the Legal Requiremenib, including:

(a)

Ratifiction from the,pAmystqubf Law and Human Rights for the


deed of esta blish

(b)

. '
(d) ' :.
,(e)

[6 PC]

Principle L,icen6q/''fiqrir lndonesian lnvestment Coordinating


Board {8ad6n Kodrdinasi Penanaman Modal (BKPM)) (if
applicabt6lil,

(c)

l,ehtd'

:i
,...,

Cornpanf'Register Certifi cate (Tanda Daftar Perusahaan) as


lqrli''eO under the Law No. 3 of 1982 concerning Company
ltian.d"at6ry Registration (Wajib Daftar Perusahaan):
Tax Payer Registration Number (Nomor Pokok Wajib Paiak\;

Company Domicile Certificate (Surat Keterangan Domisili

""',r,,,1" Perusahaan);

irr,
i

..

(f)

Minister

of

Transportation approval

for the

operation and

management of the Jetty Facilities; and

(S)

LPG lmport Approval (if a Gas Supplier supplies Refrigerated LPG


to the Terminal);

(ii)

[SPC] has provided true and complete copies

of all Consents

and

Governmental Authorizations which are required to have been obtained


in accordance with Section 1.1(b)(i) of this Appendix D by the Financing
Date, under the name of [SPC] in connection with the execution, delivery
and commencement of performance of this Agreement, the Project
Documents, and the transactions contemplated hereby and thereby,
certified by an authorized representative of [SPC].
Land Documents

A copy of document(s) providing the legal right to use and control over and/or
ownership of the Site.

Code: RFP-001 /T00300/201 6-53

2'1 October 2016

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l.
,S

Private and Confidential


BOOT Agreement

PERTA'IIINA

1.2.

East Java LPG


Terminal Pro,lect

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:

Corporate Docu mentation

True and complete copies of the articles

(i)

of

association

of [SPC],

certified by an authorized representative of [SPC];

True and complete copies of resolutions adopted by [SPC]'s board of

(ii )

directors authorizing the execution, delivery and performance by [SPC] of the


Project Documents and other documents to which [SPC] is a paity, certlfied
by an authorized representative of [SPC].
b.

Governmental Authorizations

(i)

[SPC] has obtained all Consents and Governmental Authorizations


required or necessary to perform its business,,aotivities and perform its
obligations under this Agreement in accordance with its constitutional
documents and the Legal Requirements, including:

(a)

Environmental License and Environmental Feasibility Decree or

other similar licenseg', as: m?! be required by the Legal


Requirements;

(b)

Provisional-LFG Proiessing Business Permit (lzin Pengolahan

LpG Sem&nt?ra);

(c)

Provisional
P q,nylm p

(d)
.

(e)
,

'':':1

ii)

,,

",|'PG Storage Business Permit (lzin

ana n LP G

Seme

lJsaha

nta ra);

Provisionsl LPG Commercial Business Permit (lzin Niaga LPG


$ernenfara) (if applicable); and
ri::

other Governmental Authorizations required by

the

... Governmental lnstrumentality and Legal Requirements to be


',,...:' obtained by [SPC] to commence the construction of the Project
or in relation to the Project or its business activities, which must
.
have been obtained by [SPC] on the Financing Date referred to
in Appendix B hereto.

[SPC] has provided true and complete copies

of all

Consents and

Governmental Authorizations which are required to have been obtained


in accordance with Section 1.2(b)(i) of this Appendix C, in the name of
[SPC] in connection with the execution, delivery and commencement of

performance

of this Agreement, the Project Documents, and the


and thereby, certified by an

transactions contemplated hereby


authorized representative of [SPC].

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.

Code: RFP-001 /T00300/20'l 6-53

21 October 20'16

Page 78 of BOOT Agreement

t.

,ra

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAMINA

Commercial Operation Date

2.

2.1.

Conditions Precedent to Commercial Operation Date


[SPC] shall reach the Required Commercial Operation Date and the Commercial Operation
Date shall occur upon the futfillment of the following conditions precedent by [SPC]:

[SPC] provides true and complete copies of the following documents:

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

true and complete copy of LPG Storage Business Pergl'ltt(lzin Usaha


Penyimpanan

(v)

,.,..,,..

true and complete copy of LPG Processing Business Permit


Pengolahan

(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'

provision of Sinking Fund in akpunt olisix hundred twenty five thousand


United States Dollar (USD 625,0pd)i4,,!he Escrow Account in accordance
with Article 8.4 of this Agre."erq, fif1
!,,' :.:

true and completq;csgy .Of Dproval letter from the local Metrology

Service Office (Blnas,,;Mei&fibgi) (DIMET) relating to the calibration for

mass flow meter, weighing bridge, tanks and automatic tank gauge
(ATG); and

(ix)

a letter gonfifi il,lg the commercial operation of the Terminal certified


a

2.2.

by

n p.rrtheliqg$rdb resentati ve of [S PC].

b.

[SPC] procuras the Sinking Fund in accordance with Article 8.4 of this Agreement.

c.

[SPC] piovides any other documents as reasonably requested by PERTAMINA.

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.

true and complete copy of ISO 9001 Certificate;


true and complete copy of ISO 14001 Certificate;
true and complete copy of ISO 17025 Certificate;
true and complete copy of OHSAS 18001 Certificate; and
other required operation certification.

Code: RFP-001/T00300/201 6-33

21 October 2016

Page 79 of BOOT Agreement

l'
,S

Private and Confidential


BOOT Agreement

PERTAMINA

East Java LPG


Terminal Project

Appendix D MINIMUM INSURANCE REQUIREMENTS

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.,

3.1.1. Construction All | rrRiiks


';(CAR) tnsurance including Third Party
,.:t:;.,
lnsurance . 'i,; '' ,.;

a.
,..

Liability

ConCtruttlon'Alt
nis*s (CAR) lnsurance
'
'i:lr,,.rr,''
'"i
(i) .Coverage
'"'11,.

Physical loss of or damage to the construction works, including any

.,,.:
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

loss or damage, subject to customary exclusions, including those


listed belOW.

..;;'

_, , :,

(ii)

Amount lnsured

ilr'

EPC Contract value

.."+

(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.

Comprehensive or Commercial General Liability lnsurance/Third


Liability lnsurance

(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

Code: RFP-001 /T00300/201 6-53

21 October2016

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t
,,

East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

PERTAMINA

occurs during the carrying out

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.

two million five hundred thousand United States Dollar

3.'1.2.

lnsurance
coverage

Marine Cargo

a.

.,:r''*i.,,,..,

r.1n.,.,t...rrari

All Risk Marine Cargo lnsurance covering all materials,..pquipfl]eiljt;r;'Blants,


machinery supplied and interest in any other items fot'Ihe,:'pyqose of the
construction works of the Project against all risks of physbal lo$s'or damage
by any means of transport from the place of ma4gfacturirig or assembly,
anywhere in the world (outside of lndonesia), dirediy to.the'Site or vice versa

(from warehouse
i

b.
3.1.3.

to

warehouse)

nte rmed iate tra nsh ipments,

and a ll

tnsured
Full replacement value.

nl

so

'i,.

Amount

ri'i

including intermediate transit,

and, t-rgi1Spo,fi atio n.

i;

,i."ti,,,

,,,ji,,

Workmen Compensation lnsurance

a,

Coverage

i.:rr,,,rnrlnl,'"'
,,i.i1*"',',

r;

[SPC]'s personnel,tr _WorlQ,flg' compensation in compliance with the Legal


Requirements foll';d&idgr.ttal death, injury or illness of an employee,
exo

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

Legal liability to pay compensation in respect of accidential death, injury or


illness of any employee during the employment.

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.

Code: RFP-001/T00300/201 CS3

21 October2016

Page 81 of BOOT Agreement

tD

Private and Confidential


BOOT Agreement

PERTA'ITINA

3.1.6.

East Java LPG


Terminal Project

Construction Plant & Equipment lnsurance

a.

Coverage

All risks of physical loss of or damage to, construction equipment,

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.

Waterborne and Airborne Craft Liability lnsurance (as may be applicable)

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.,'

Property All Risk lnsuraniii,i:r' ,,:l

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

replacement value of the Terminal.

ii!

Perioo
Twelve (12) months from the Commercial Operation Date and to be renewed

:i.i]h.4 Comprehensive or Gommercial Generat Liability lnsurance/Third Party Liability


lnsurance
.i.
'
Coverage
a.
{iu
'fi

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'.',,,,
',

operation of the Terminal.

b.

Limit of Liability
Twenty million United States Dollar (USD 20,000,000) for each and every
occurrence.

Code: RFP-001 /T00300/201 6-53

21 October2016

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l.
,E

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

accidental death, injury

expenses during the

b.

Amount

employment.

or illness of an

ii t.,,,,,,- 't"iou"

rl

lnsured

.1,r'

,,.

'-u,

".,,

As required by the Legal Requirements (to cover exc6bs of the amount


covered by BPJS Ketenagarkeriaan up to maxinp;4 of .seVenty [tto (72)
times salary for local staff and full benefits for expqtr.ipQ,gtaff).

3.2.4.

Liabilitylnsurance
Coverage

'tt"""

Employer's

a.

',,,,,.,,'ir,i

,,

. i'j':i. 'fi.'jr
oi

,.,il'',,u,',

Legal liability to pay compensatipn in iesp'ecl of accidental death, injury or


illness of any employee during the:pmployment.

b.

Limit of

Liability

,'.,,',';;r';1:,

''

3.2.5.

to third parties, in the performance of the vessel.


b.

'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.

3,,2. '.. Other insurances


,

Other insurance as may be required from time to time by the Legal Requirements.

Code: RFP-001 /T00300/201 6-53

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,,

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAMINA

Appendix E SPECIAL FACILITIES SITE

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.

Procurement of Special Facilities

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.

The Special Facilities Si-tq,gha{,}e

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

on land at least 1 .3ha and adjacent to the Site;

[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;

[SPCI shall obtain

statement from

the Ministry of Agrarian Affairs

and

Spatial/National Land Agency (Kementerian Agraria dan Tata Ruang/Badan


Pertanahan Nasiona[) and the local district court stating the status of the land is free
and clear and ready for construction prior to the transfer of the land to PERTAMINA;
The land shall be free and clear from any encumbrances including encumbrances
under the Financing Agreement;

(iv)

The location and other specification of the land is agreed by PERTAMINA; and

Code: RFP-001 /T00300/201 6-53

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,n

(v)

East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

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)

The location and other specification of the land is qgeed'by.PERTAMINA;

(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)

Unless deterntirted otherwise by PERTAMINA, subject to Section 3(f)(v)(c)


hergofi thg. le4ge period shall be forty five (45) years from the date of
executidn cif'the lease agreement, or a lease period of at least twenty five
(25):years, which can be extended up to twenty (20) years.

(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)

Code: RFP-001/T00300/201 6-33

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

Page 85 of BOOT Agreement

t'

,rr

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTA}IINA

(0

The land owner shall guarantee PERTAMINA

to have exclusive and

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)

Any changes to the lease agreement shall be subject


approval from all parties

(i)

thereto

to prior raritten

To the extent permitted by the Legal Requirements, the,land owner shall


warrant that it will not, during the Term, transfer the owndr.6hip'of the land so
as to cause a materially adversely affect for PERTAMINA including any
facilitiesconstructedonSpecialFacilitiesSite.

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.

Paynent for Special Facilities

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.,,;,

'

the price assessed by KJPP shall be borne by [SPC].

Jt

,,

''.

'l,i'\j'
,,t
,,il

',.$l'

"iLi,

..l
.,t;.

Code: RFP-001 /T00300/20 1 6-53

21 October2016

Page 86 of BOOT Agreement

l8

East Java LPG


Terminal Project

Private and Confldential


BOOT Agreement

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']

ln accorda.reb with pre-commissioning execution plan prepared

Pre-commissioning

by
2.

System Cleaning

*.\

.
"

A pipe cleaning method utilizes kinetic energy of air flow.

Air blowing

blowing,

ISPcl.
,iI

..il ilrtii,

'Ag;;pthod of water flushing, utilizing kinetic energy obtained using


water by permanent installed pumps.

Power flushing

Steam

Definition

,,tl

r.,:i.

Applied to steam pipes. Utilizes kinetic energy of steam flow and


"tear-off-effect" of rust and spatters due to thermal expansion.

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

An operational site test carried out to check the

mechanical

performance of rotating machines, such as vibration, noise and


abnormal heat generation.
4.

Dry-out
Circuit, System Drying

Operational Tightness Test

Carried out by blowing hot air or hot nitrogen to remove moisture


remaining inside the plant, which may interfere with start-up or to
prevent icing, corrosion, etc., in normal operation.
General system, subsystems or circuits pressure tests carried out

at the pipeline maximum operating pressure, just before oil or


gas-in, to check the plant for leakage

Code: RFP-001 iT00300/201 6-53

21 October 2016

Page 87 of BOOT Agreement

,,

Private and Confidential


BOOT Agreement

PERTATIilNA

East Java LPG


Terminal Project

5.

Chemical, Lube Oil Loading

To load chemicals/desiccanUlube oil into a columns, drums and


vessels.

b.

Air Freeing

To purge out air (substantially orygen) from the plant internals


using nitrogen or steam in preparation for start-up.

t.

To cooled down Equipment, piping and storage system prior to

Cooling Down

operated or transfer bulk fluid in sub zerolcryogenic temperature

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!

''

..+

Code: RFP-001 ff00300/201 6-53

21 October2016

Page 88 of BOOT Agreement

l,
,E

Appendix

1.

East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

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.

Basic Design Requirements


2.1

&e\

All instrument materials, components and workmaiiqhiii-'"shall be of international

industrial

standards and be of the latest field proven Oesig$r,ano,,in'the current production.


::t'

2.2.

transmitted

safety.,e.q;!d

adequate

reflted,sub-systems from the central location.

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.

Order of precedence for documents.

2.6.

ln case oJ mnflict, the codes and standards shall be applied in the following priority order.
a.

Goveftlment legislation

,b,,

Ploject specification and data sheet

,8,

lnternational codes and standard

d.

3,

rr"ir'

to the Main Control Room (hereinafter called as MCR) to enable

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

Distributed Control System.

ESD

Emergency Shutdown System.

EMI

Electromagnetic nterference.

EWS

Engineering Work Station

FTE

Fault Tolerant Ethernet.

Code: RFP-001/T00300/201 6-33

21 October 2016

Page 89 of BOOT Agreement

L
,-

Private and Confidential


BOOT Agreement

PERTAMINA

F&GS
HART
HMI
l/O
IRP
LAN
LGB
F&G

East Java LPG


Terminal Pro.lect

Fire and Gas System


Highway Addressable Remote Transducer.
Human Machine lnterface.

lnput Output.
lnterposing Relay Panel.
Local Area Network.
Local Gauges Board

MCC
OPC
PC
PCS
PLC
P&lD
OWS

Motor Control Center.


OLE for Process Control.
Personal
Process

Computer.
Controtsystem.

l,

,,

U1,,,

.,.._,.,ii.

Programmable Logic Controlls.


is],r.

.tr,.i,. ,u'""i
,ji1

Piping and lnstrumentation Ql?Srgfn.


'l!ii

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.

"

Unfiitbrruptible Power Supply


t'il,,r.
"'1"

..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.

ANS.tt(Ameri*an National Standards lnstitute)

''|i. '+
Iir.o.'+,
-.:ir ',i..iir,:,!ii'ANSI/FCI70.2
v.

,Jlfifia 'ilj

,,f' 'i;r
, ,;:I'
. .;:
,i

.,1.i',
o
o
o

Control Valve Seat Leakage

ANSI/ASME 81.20.1 Pipe Threads, General Purpose (lnch)


ANSI/ASME

816.5

ANSUASME

816.34 Valves-Flanges, Threaded, and Welding

ASME PTC

19.3

Pipe Flanges and Flanged Fittings NPS % through NPS 24

Part

3:

End

Temperature Measurement lnstruments and

Apparatus (Performance Test Codes)

API (American Petroleum lnstitute)

o
o
o
o

API RP551

Process Measurement lnstrumentation

API RP552

Transmission Systems

API RP 554

Process lnstrumentation And Control

API 598

Valve lnspection And Testing

Code: RFP-001 /T00300/201 6-53

21 October 20'16

Page 90 of BOOT Agreement

,8

East Java LPG


Terminal Pro,lect

Private and Confidential


BOOT Agreement

PERTA'IIINA

14313

Pipeline Valves

API 6D/|SO

API 6FA

Specification For Fire Test For Valves

APt 600

Steel Gate Valves-Flanged & Butt-Welding Ends, Bolted


Bonnets

API 607

Fire Test For Soft-Seated Quarter-Turn Valves

API 608

Metal Ball Valves-Flanged, Threaded And WeldingEnd

APt 609

Butterfly Valves: Double Flanged, Lug-And Waferi.lype

API MPMS 5.3

Measurement of Liquid Hydrocarbons by Turbine

API MPMS 5.2

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
,,,,,,,,.,,

IEC (lnternational Electro technical Commissiort)


o
o

tic Of Electrical Cables

rEc 60331
.:,

tEC 60332

rEC

60529

tEC

60534

'@t11esis

.,*.

60584

IEC

IEC 6075{:r

rEc

i: al:.

f,C3t fO'i,Etectrical Cables Under Fire Conditions-Circuit

.,,

Degiees Of Protection Provided By Enclosures (lP Code)

:l

il ;

',:lndustrial-Process Control Valve

'lri

l,

6"9,80,.fi"

'

Temperature Measurement Thermocouples


lndustrial Platinum Resistance Thermometer Elements

Electromagnetic Compatibility

For

lndustrial-Process

Measurement And Control Equipment

!EC-61ooo4-3

Electromagnetic Compatibility Part 4-3 Testing And


Measurement Techniques Radiated, Radio Frequency,
Electromagnetic Field lmmunity Test

tEc-62056

Standards for Electricity metering data

ISA (lnstrument Society of America)


o

ISA 55.1

lnstrumentation Symbols And ldentification

ISA 55.3

Graphic Symbols For Distributed Control/Shared Display


lnstrumentation, Logic And Computer Systems

ISA S5.4

Instrument Loop Diagrams

tsA s18.1

Enunciator Sequence And Specifications

lsA s75.01

Control Valve Sizing Equations

rsA s75.03

Face to face dimensions for flanged globe style control

Code: RFP-001 /T00300/201 6-53

21 October 2016

Page 91 of BOOT Agreement

L
,,

East Java LPG


Terminal Project

Private and Confdential


BOOT Agreement

PERTA'IIINA

valve bodies

tsA 96.02.01

Guidelines for the Specification of Electric Valve Actuators

ISO (lnternational Organization for Standardization)

Sl units and recommendations for the use of their multiples

ISO 1000

and some other units

Measurement

ISO 5167-1,2

of fluid flow by means of


in circular cross-section

differential devices
running full

Part 1: General Principles and Requiremehts-,,

lt.

Part 2: Orifice Plates

Measurement

ISO TR 15377

of fluid flow by' means of

pressure

differential devices in circular.. cross-section conduits


running full - Guidelines for speciflcation of nozzles and
orifice plates beyond the scope of ISO 5167-1

'PED'- 97t23lEC Pressure Equipment Directive

ISO 9001

1'!!

BSI (British Standard lnstitution)

BSI BS 5308 Part

BSI BS 5308 Part

Jtttilli. ,. .,.r1

1986 ln$trwtlentation Cables Part 1 : Polyethylene


t1f;:ta1eo Qhlb"
tgSd,. n*t'rbnd t lnstrumentation Cables Part 2:
ifi dti on f or PVc n su ated cab es
I

*i."t:

JIS (Japanese lndustr,ialrFlaridatil)

.,

i,

..,,..,.se

.: .
7505-1

JIS B

'''" Aneroid pressure gauges-Part 1: Bourdon tube pressure

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

Vapor Pressure Thermometers

Measurement

of fluid flow by

means

of

pressure

differential devices inserted in circular cross-section


conduits running full-Part 1: General principles and
requirements

(National Electrical Manufacturers Association)

'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,.

Metal Cable Tray Systems


Cable Tray lnstallation Guidelines
Enclosures for Electrical Equipment

Association)

NFPA 70

National Electrical Code

NFPA 72

National Fire Alarm Code

EUROPEAN STANDARD

CENELEC (European Committee for Electrical Standardization)

Code: RFP-001 ff00300/201 6-53

21 October2016

Page 92 of BOOT Agreement

,n

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

PERTATTTINA

CENELEC EN 50014

Electrical Apparatus

For Potentially

Explosive

Atmospheres: General Requirements

CENELEC EN 50016

Electrical Apparatus

For Potentially

Explosive

Atmospheres: Pressurized Apparatus'P'

CENELEC EN 50018

Electrical Apparatus

For Potentially

Explosive

Atmospheres:FlameproofEnclosure'D',,..,,..0-\,,,,.

CENELEC EN 50019

Electrical Apparatus

For Potentially Exploske

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

Atmospheres: Type Of Protecrti.W

CENELEC EN 50028

Atmosph eres: Encapsulaton'M"


']'

CENELEC EN 50039

Electrical
Atmospheres:

CENELEC EN 60529 Degrees

i,

Appardtr4,p

.,
r11.,.For
Potentially Explosive

ffiinsic{.}y Safe Electrical Systems "l'

Of. FiOteOttein

Provided By Enclosures (lP Code)

/i-.,,i'!l

CEN (European Committee tor StanOqdiit*ionrl/'

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,,.

instrumentation design should be based on API 551 unless otherwise specified.

ln$ffUmentation Symbols
lnstrumentation symbols and identification shall be in accordance with ISA 55.1

Control Philosophy
4.4.1

This plant has following objectives:

a.
b.
c.
d.
e.

Code: RFP-001/T00300/201 6-53

Unloading of Refrigerated Propane from VLGC (Very Large Gas Carrier)


Unloading of Refrigerated Butane from VLGC

Storage of Refrigerated Propane And Butane


Storage of Pressurized Mixed LPG
Loading of Pressurized Mixed LPG To Tanker

21 October2016

Page 93 of BOOT Agreement

l.
,,

Private and Confidential


BOOT Agreement

PERTA}IINA

f.
S.
h.
4.4.2.

East Java LPG


Terminal Pro1ect

Loading of Pressurized Mixed LPG to Tank Truck


Loading Semi Refrigerated Propane to Ship
Loading Semi Refrigerated Butane to Ship

Control system comprises followings:

a.

Main systems

(i)

PCS, in accordance with the minimum requirements relating to PCS


which may be provided by PERTAMINA

(iii)

SIS (Safety lnstrumented System) in accordance $tn the niinirnum


requirements relating to SIS which may .:f,q
by

",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.

',,..

The plant management and protection, Sht$down{SD) and Emergency Shutdown


(ESD), of this Plant will be based on the followihgs:

a.

Regulatory control includin$':'Birthffrud< loading and unloading control /


communication with,''.bottlin9,,sY,S1em and BOG compressor, etc. shall be
performed in PCS.

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
;

.,.': (iii')..- ', Electric Power Failure


. c'' ,l"'ri Partiat SO shall be performed by Vendor Packaged Panels

il,i;": J#;[T:ff: ;:#"H ;::::

,,, "1,
:;: j'; ',' Failure
r'li

r''"'

or PCS. Excess
bv'ih s runc"n

:::ffd

of any system shall not cause malfunction of the other system.

'i:l.

,,.i. ,,.;' 4.4.4.


,,r,
ir' ir

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.

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 94 of BOOT Agreement

,r

l.

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAMINA

!nstrument Signal System

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

Following measuring lnternational Standards (Sl) units

4.6.1. Flow Liquid


Steam or
Gas or

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*

(for Refrigerated ranks)

rtrp"c
Nrdu, lvlros
,. 'ti[pi'c,
r.,
Pressure \rdugg
Gauge ',r';:i'+
TICSSUIE
'

Absolute

"

,i: kPaA, MPaA

Low PressureGauEe, ...," :PaG


Low Pressure Absolute : PaA
kPa
Diff. Press. Gauge

,)

4.6.4.

"C (deg C)

TernperattifC

t.;,

t::'::;.:.:

4.6a5.
.-_l:-,rii.a ,.pthef,.Variables
-i:;iit:i

4.7.

'i,]

;fi;f[.

.,

,:

fgllowing scales shall be applied to all instruments.

r'irrri

,,.::' ii;. a.
;r, .,:,:;' :,' b.
,,
c.
,
..
,
;, ,
d.
e.
'
f.

Variable

signal)
signal)

L:'
'

4.8.

Consult with Purchaser at the detail engineering stage

r. lnstfiumant Scales

-.r'::;.., 1i[,:,f1e
t

Flow (square root


Flow (linear

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

Environment Conditions and Weather Protection


The plant facilities will be located in the climate conditions specified in:

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

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Terminal Project

environment such as saline humidity. To perform above requirement, material will


preferably be selected from stainless steel, galvanized steel, UV resistant plastic (e.9.
GRP, Polycarbonate). Aluminum can be used with heavy duty painting.

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'

All electrical and electronic instrumentation located in hazardous areas shall be


suitable for the use in each electrical area classification in accordance with IEC
60079.

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

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Terminal Pro.lect

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BOOT Agreement

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

All electrical and electronic instrumentation installed in hazardous locations shall be


designed and manufactured by the following national or international codes and
standards in compliance with IEC 60079, and be approved and certified by the
national or intemational testing authorities. The certificate shall be submitted for all
electronic instruments.

Countrv

Codes & Standards


JIS
NEC/ API
CS

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

Technishe Bundesanstalt (Germany)


Standards Association

PTB

CSA
KEMA

SAA
Certificat1S,,,@uld be in accordance

i1J|S/NECICS/AS| may

with CENELEC.

be supplied where CENELEC certified alternative is

not

.iirj,r,{-aVailable.

.,..1,,',,,,,; lf.instruments/equipment certified by other authority is installed, Vendor shall inform


'',:., 'tContractor of the authority's name.

ril:.

iil

.r,

,,lj:,.

Utilities for lnstru mentation


Utilities available are as follows:
4.10.1

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

4.10.2. Electric power

UPS

Code: RFP-001 /T00300/201 6-53

AC 230 V t10%, 50 Hz, single phase, ungrounded

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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.

4.10.3. Transmitters/converters 24VDC supplied by PCS, or

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.

:.

::

"

No steam available (electric heater will be used if required)

Name Plates

4.11.1. lnstrument name plate


All instruments except local gauges such as pressure gauges, thermometers, etc.,
shall be provided with manufacturer's standard name plate showing, vendor name,
tag no., serial no., model no., and range.'T-he plate materials shall be of conosion
resistant type. Local gauges shall have a Fg no. plate of stainless steel as a minimum
which shall be permanently secured

4.11.2. Field mounted name

!y.

uqlngefaihless steel Wre.

plate .,i.: 'r ,,1'11';,r "

Al plant-mounted instrumentd, e.g. inline instruments, transmitters, local

indicators,

converters control valves and''qn-off Valves.


4.1

.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

Code: RFP-001 /T00300/201 6-53

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,,

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Terminal Project

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: .

lnstruments shall have individual isolation valve from the procegq.,_ginhle.,pnd

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

Transmitters shall be furnished with integral indicators. lntegral indicator shall be of


,r,, '
digital indication as first priority.
li ,,.,)
5.1.6 Differential pressure instruments except diaphragm sepl type shall be provided with
five (S)-valve manifold block assembly.
.. l. ,.". ""'''
For level measurement using seal liquid oth6[. thbfli'vpesel liquid (wet leg), fou(4)valve manifold block assembly without eqr/.elizati6*:,vilfire shall be used.
Transmitter bodies and valve manifold bkiir[ aasglhblies shall be type 316 stainless
5.1 .7
steel u nless process cond ition requi res dliffi 'g*ade material.
lnternal wetted parts shall be of ty$e''31"6-.$tainless steel unless process condition
requires higher-graded materjal. ,, ,,it ':;,,,,,
5.1.8 Pneumatic local controllergphall,hav.qdn indication of measured value and set point,
and auto-manual station. "',..::f
5.1.9 Analog indicating in$tr-uments|bhall have white dials with black figures and scales.
Vacuum range shdll be-@own in red figures.
5.1.10 Local instrumentsiand tianBmitters should be installed with center line of instrument at
an elevation,of agprbkl,'$]3 m from access point and in an easily readable position.
5.1.11 Each pneufiatid instrument shall have an air filter regulator with an outlet gauge. And
it shallpe assii'rnbled on the instrument by vendor.
5.1 .12 Process,switohes e.g. pressure switch and level switch shall be of micro switch type
..as a rule. $it[tcf' contact rating shall be 230 V ACl24 VDC 1.0A. All switches shall be
of SPDT'dnd preferably be of hermetically sealed type and gold plated type shall be
, qonsidered when hermetically sealed type is not available.
,.,..,. "",,.. Process switches can only be selected when transmitter/transducer is not available or

':,

,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

Five (S)-valve manifold block assembly shall be applied in this project.


Long venVdrain fitting shall be provided for transmitters which are traced.
All transmitters shall have zero and span adjustment, zero adjustment can implement
without removing the body cover.

.17 Foundation

field bus (FF) can be considered in detailed engineering stage if it

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

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Terminal Pro.lect

inspection.
5.1

5.2

.20

Contractor shall executive research and audit of supplier's QA/QC systems before
placing order if required.

lnstrument Take-off Nozzles/Valves


lnstrument take-off nozzles and valves shall comply with the table below unless otherwise
specified in the relevant specifications.

lnstrument

Location

Type and size


of Block Valve

lnstrument
connection
*G,*V,.'

(note-1,10)
Connection
to piping

Diff. press.type flow instruments

Yz' or

3/" (nole-

Diff. press.type flow instruments

%' or Y,' (note-

(diaphragm seal type)


Thermowells

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

Presg.' r'iRstruments (diaphragm

%'

'sealtYpe)

Yz"

flange

(note-7)

Press. gauges
Level

External

lnstruments

displ. And float

lnternal

type

%'(note-3,4)

%, NPT

z',

2'flange

4'flange

type

displ. And float


Diff. press.type

TJ

Ball float

2"

type

112"

nange

2" nange

level switch

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PERTATUIINA

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TerminatProject

BooTAsreement

Type and size


of Block Valve

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

Radar type w/o


stilling well
Level gauges (piping scope)

*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

,:;, . ': be applied wherever practical.


,5.3.2,

;
: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

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October2016

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Terminal Project

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' -,,,.

fvttdns approved type shall be applied for metering application and

.::

its

'.Vortex flow meters


Vortex meters can be selected up to 8 inches of the size.
'" d.
b.
This can be used for clean fluid.
",
Flangeless device is not acceptable.
..,.,,,t' c.
No on-line replaceable sensor is required.
d.
5.3i1

I' . 'r','

e.
f.
S.
h.

5.3.14

For non-accessible location, separate installation of transmitter to accessible


location shall be made.

Oscillating flow or mechanical vibration shall be avoided to not introduce the


error.
Pay attention to low flow cut off function at the selection of Vortex meter.

MIGAS approved type shall be applied for metering application and its

linearity shall be within t 0.15Yo.


Turbine flow meters
a.
Flangeless device is not acceptable.
b.
Strainer shall be provided with the meter, the mesh of the strainer shall be
advised by the meter manufacturer.

Code: RFP{01ff00300/201 6-53

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5.3.15

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

PERTA'IIINA

c.
d.
e.

Body shall be made of made of stainless steel unless otherwise specified


Accuracy shall be within t1 % for general applications.

e.

When this meter is used for toxic liquids or highly dang_erous.applieation,

MIGAS approved type shall be applied for metering application and its

linearity shall be within t 0.15%.


Positive displacement (PD) type meters (Oval wheel flow meters)
This can be used for batch loading systems and for proportioning.
a.
Flangeless device is not acceptable.
b.
Strainer shall be provided with the meter, the mesh of the strainer shall be
c.
advised by the meter manufacturer.
. ,, ,
Flow smoothing device, air eliminator and two-step-closing valve shall be
d.

magnetic coupler shall be equipped.

f.
5.3.16

MIGAS approved type shall be applied for metering applicalioh and its

0.15%.

linearity shall be within t


:.
"
Ultrasonic flow meter
:r, "
This shall be wide range in spool diameter with sp0ol material as per process
'" ,,'
This shall have support for pressure taping i ' ir
Velocity Range up to 30 mis.
Accuracy 0.5% - 0.3% and Repeal4bility O0siPh.
lt shall comply AGA 9 or API MPMS S.8. ' :'
lt is supported with data logging,'..pulse output, serial signal, and analog

type

a.

requirements.

b.
c.
d.
e.
f.

output 4-20 mA.


lP 65 is used as minirnum proteetion.

S.
h.

lt consists of muttiple., nsducer (4 pairs as

construction)'

i.
j.
k.

"''i''t'...

minimum, titanium material

.'."'

- 3 MHz (verified by manufacturer).


transducer shall be applied.

lt has frequgrsy J,a[tge of2


Direct motmting:ffie

of

MlcS$4pp,,1qye.ditype shall be applied


tine*i'i'ity $haii'6a'iritn in

5.3.17

Above item

0.

for

metering application and its

5%.

(ibllio (lS) type of flow instruments may be used, when economical and

practicillon the aPplications.

lnstiiiihents'a'
|

Level

,..*',:,

5.4.1,1'' $,94er{
i.:,..

a.,.

_,1:,,,i1,., i,i!. .,;i,i,._,)


,,"i,',.,,,

.. b.

c.

'

d.
e.
5.4.2

Differential pressure type instruments shall generally be used whenever


praCtiCal.

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.

Differential Pressure Type Level lnstruments

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

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BOOT Agreement

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

Displacement Type Level lnstruments


Maximum range of the displacers should be limited to 1200 mm. For the
ranged higher than 1200mm, the differential pressure type instruments shall

a.

be used.

b.
c.
d.

Displacers shall generally be of externally mounted type and provided with


%' NPT threaded female vent and/or drain connections.

Accuracy shall be in accordance with vendor standard.


Materials shall be as follows unless otherwise specified.
- Chamber:
according to Piping Material Specification
- Float material:
316L stainless steel or better

':,',,....,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.

Dielectric constant'$fi.lll_be''bonsidered to the selection of Probe type.


.,,,i.r'iii

5.4.5

i.i:.:,,,,r'

,,.,;,ilir\,;.

(pffi.fypdf'

.ljr"r"'

Tank Gauging Sy,$temli$rl

Tokyo Keiso,,Q,@ylerrAided Tank Monitoring System (CATMAS) or equivalent


system shall b,b iii6nided for Refrigerated LPG Tank and Spherical Tank
measuremdfitrl$ubject to minimum requirements relating to tank gauging system as
may b'6,determir,rcd by PERTAMINA, the system shallat least consist of followings:
"FW.86ries lntelligent type or equivalent tank gauge (incl. calibration chamber
uri'tfi isolation valve) or Radar type level instrument.
Local indicator.
RTD (single or multi suitable for required accuracy).
o.
Junction boxes.
Power switch.
f.
CATAMS software or equivalent contained EWS, interface unit, 't5 m length

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.

Code: RFP-001 /T00300/201 6-53

real time historical trend.


software configuration.
data storage including transfening data into removal media.
report logging.

21 October2016

Page 104 of BOOT Agreement

ta

5.5

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

Pressure gauge shall generally be of weatherproof lP54 as minimum and


shall have a blow-out disc on the back and Yz" NPf mde bottom connection
with wrench flat. Case materials shall be stainless steel with a screwqd,ring.
The measuring elements, sockets shall be stainless steel unless proses$
fluid requires the use of other materials. All metal components o{ the
movements shall be stainless steel, including linkages and screws. -.. .,
Dial size shall generally be approximately 100 mm O.D. '
,, '
Range shall be selected from the manufacfureds standard ranges.
ln case of the range less than the process design pressure, over-range
protection shall be provided by design or by use o{'ra separate over-range

protector.

Dual range scale of Sl unit and other unit can


Accuracy shall be within tl % of full span.

,, ,''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.

for alarm and simple on-off

control

applicationB wh,qq.Oressure transmitter application is not practical.

it;

"

r';:

b.

pressi..,rgrsW{bf.s shall have internally adjustable set point and fixed or


adjuq,tEble differential as necessary.
,.. Materi'dl,shall be 316 stainless steel for using process service, Copper alloy
for using air receiver.
dr,,,,,i. proeets connection shall be %' NPT.

c.

5.6

Tempratql_e lnstf u me nts


5.1;i1,..,i

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

resonance by Von Karman vortex shall be carried


Calculation
ouUsubmitted by vendor. Calculation shall be done for pipes handling liquids
with a velocity above 8m/s and for pipes handling gases with a velocity
40m/s.

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.

Code: RFP-001/T00300/201 6-53

21 October2016

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Private and Confdential


BOOT Agreement

PERTAI}TINA

East Java LPG


Terminal Project

shall be in accordance with IEC 60584.


Elements shall be enclosed in a 6.4 mm OD. Sheath with magnesium oxide
insulation. Sheath material shall generally be of type 316 stainless steel.
Head shall have union with extension and tip of element to be spring loaded
to ensure metal-to-metal contact.

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.

RTD shall be three wire platinum resistance of 100 ohms at 0 'G.


The temperature versus resistance characteristics shall be per 1EC..S0751
For head and element, items (2) and (3) of above 4.6.2 q.hall be,aDptied.
"

;lfi:

5.6.4

TempratureTransmitter

a.

Temperature transmitters shall be used for tempgfli$,,r,.g transmission from


field to control system unless otherwise direct tranSmfssion of thermo-electro
signal is requested.
Temperaturetransmittershall have digital.bitEgralir,rdicator.
Direct mount type (installed on a th&rnbfve$t'shall be applied whenever
practical. Remote mount type will be applied where direct mount type is not

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',

Temperature gauges.s-haltibgrrvftatherproof, bimetallic type or filled type with


capillary tube as rqdliired and yr,ith %" NPT male connecting hexagonal nut to
a thermo-well. The hO{i ing.,,.rtnaterial shall be stainless steel.
Standard O1al,q;4e s,.lplt'bd approximately (100 mm) OD.
Capillary t$bing,pt4ill be of stainless steel.
Accuracy shall be within tl % of full scale.
Rigid'steih zitid:f.ftting shall be 304 stainless steel.

Thermo-wells

C,
, .
r,
i
.,,r,,'
,
' ',.r,"',.r,..,,,'

eons{ruction of thermo-wells shall be of tapered shank type and of drilled bar

stobk. The thermo-wells for gas and steam services shall have suitable
performance for the resonance effect under the operating conditions.

generally be as tabulated below:

4'to 6'

Straiqht Pipe or Vessel Mount


250

8'and above

300

Tower or vessel mounting

450 or 600

Elbow Mount

2s0

Thermo-well insertion length specified for flanged thermo-wells is based on


the 150mm nozzle height. ln otherwords, 100 mm immersion is expected.

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.

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 106 of BOOT Agreement

l.
,,

East Java LPG


Terminal Prolect

Private and Confi dential


BOOT Agreement

PERTAI}IINA

Thermo-well materials shall be of type 304 stainless steel, unless the


process condition requires the use of other materials. The thermo-well
material, length, flange rating and tag no. shall be clearly stamped on the
body (wrench flat) or flange.

Control Valves and On-Off Valves

5.7

5.7.1

Body and Trim


Globe type valve or eccentric rotary valve as control valve should be used
wherever applicable. Cage guided globe valves shall not be used for highly
viscous and dirty fluids and as vendor recommends.
Control valves shall have flanged connections except for buttedly valves and
eccentric rotary valves for which wafer or lugged connections should be
used. Flangeless valve shall not be used for flammable, critical process

b,

services and so on.

Valve bodies shall be carbon steel with stainless steel trim as a minimum

c.

unless process conditions require a more suitable material.


Threaded bonnets should not be used.
Minimum rating of bodyflange shall be 150 lb. Body sizes shall be selected
from the following. (1" Min except self-regulator)
%, 1, 1-112, 2, 3, 4,6, 8, 10, 12 inch and larger.
Face to face dimensions of globetype control valves shall be in accordance
with ANSI/lSA-S75.03 for fl anged,vatues.
Control valve shall generally be sizec in accordance with 1EC60534-2 or ISA
S75.01. Application of valver ryanufactlrer's standard such as for a selfregulating valve is subjqct to Purchaser's approval. Sizing shall generally be
carried out such bryy,ay tfrat valve lift shall be allocated within min.l0% to
max.90% per entire process flow.
Control va.lvris"spall be designed to meet a maximum predicted noise level of
85 dBA a1 1 metdr, downstream of the valve and 1 meter away from the pipe
surface ,runder gontinuous operation, not start-up stiage and emergency

d.
e.

t.
s.

conditiotts. The calculation formula and reduction method shall be in


accordh nce with va lve ma nufactu rer's recommendations.
Control Valve seat leakage shall be specified on each data sheet and defined

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

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 1 07 of BOOT Agreement

l.
,,
\

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

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

31655 W tuct{BW SIE.II'IE

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

Code: RFP-001 ff00300/201 6-53


''.'lll'l

.l

..1

21 October 2016

Page 108 of BOOT Agreement

,rG

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

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.

degree for ON-OFf valv-e.

q.

Shutdown valves, called SDV hereinafter, shall generally be of tight shutoff

(TSO).

jrr;r, .,ii

',i;,r.,::,','

Gate valverwith,disk hole shall be used for LPG service.

Ball typej,.juttbrf-ly type or eccentric plug type will be considered where


Praqtica[,' i,,,.o,,,.'t''

r,,,,,

Te$tt'and inspection including


!,,,,1:,"Brll
a'ccordance with API 598'
'
""tf' i'

'
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.

seat leak test on-off valves should be

ESVs pneumatic scheme shall generally be as per shown in figure below:

,r11'

t;,i,,

'..,

,,.,,it

,l

:.:

Code: RFP-001 iT00300/201 6-53

21 October2016

Page 1 09 of BOOT Agreement

in

t,

Private and Confidential


BOOT Agreement

PERTAMINA

East Java LPG


Terminal Project

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'

(2) J-lYay I.()(i1(-UI'ri'ftgf.tf ,ro,.rt!

(3)

Ftcsct (Sst 2oolil>a)

Air set (sut -lo;'ihtn) ,','

(4) Soknoid Vslnou'itli trl:rnuul ltcset


;l

l.

jl

\'crdor rkpll eilscilllcrll nsssrrorict srlo tte r"{tt's Jor Lrotb c:rser rhu$n rbsr'.t-

r''
.*

t.

"l

ESVs shall be single seated with metal-to-metal contact with graphite


packing for glove valves. Ball or butterfly valves shall be fire-tested to API
607, for soft-seated, and API 6FA, for metal-seated. Leakage class shall be
minimum ANSI/FCI 70.2 Class V.
All electrical coils of solenoid valves shall be encapsulated to protect from
ambient conditions per NEMA MG 1 part 1.65. Class F NEMA rating isthe
minimum requirement.

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.

Code: RFP-001 iT00300/201 6-53

21 October 2016

Page 1 10 of BOOT Agreement

,3

t.

Private and Confi dential


BOOT Agreement

PERTAMINA

East Java LPG


Terminal Project

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.

PMl, Positive Material ldentification, and NDE, Non Destructive Examination,

shall be carried out in accordance with Para.8.3 and 8.4 hereinafter


respectively.

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.

The spring range of diaphragm type actuators of controL valves shall


generally be 20-100 kPa. Other "bench set' may be used when necessary to
provide thrust for specific applications.
Actuator interiors, springs and spring parts shall be coated

with

rust

preventive material treatment.


Actuators shall generally be sized to operate against the maximum shut off
pressure (equal to design pressure) at 400 kPaG of instrument air.
When the spring return feature of actuator is not available due to required
thrust, a double acting pneumatic actuator with a pressure reservoir shall be
used to achieve required safe action in case instrument air failure occurs.
The reservoir shall bq desiQned:to secure 0.5 cycles of the valves.
Stroke time
For protective systern' : within 1Ssec unless otherwise specified
,i ' :" : 6inch and smaller within 20sec, 8inch and larger
For general ,,,.
within 30sec .
Operating rpressure is general ly as per followings.
2aQkPaG f'' diaphragm actuator
400kP. aG for cylinder actuator
,

g.

5.7.3

Accessories
Valve position sensor (limit switch) for pneumatic actuate valve shall be
a.'t'.; .
b.

magnetic proximity type with Hermetic seal (e.9, GO Switch by Topwoa).


Solenoid valves shall be bi-directional, universal flow type, having manual
reset lever on the valves and coil voltage shall be 48VDC. Sunshade cover
shall be provided for the solenoid valves those are exposed to direct

sunshine.

d.

t.

s.
h.

Code: RFP-001/T00300/201 6-53

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

Page 111 of BOOTAgreement

,s

5.7.4

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

PERTA}IINA

lndentification
Valves shall have the following identification on the valve body (vendor standard
name plate acceptable).

a.
b.

equipment identiflcation number (Tag number)


pressure rating, material, and size of the valve body, and flow direction, on
the valve body
manufacturer's name, model, serial number, valve action, characteristic,
stem travel, Cv value, materials of construction, size (body and trim), type of
plug and spring range, Max. working pressure of the actuator, P,,uithase
order number on the nameplate.

c.

Electrica! Motor Operated Valve Actuators

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

o. .'',1,.''''' tr- ""'


Power Supply
The electrical motor operated valve actuators shglltbd]suitable for power supply at
t

415V

10%, 50 Hz t3o/o,3 phase, ,n1"s5 4FFcifi.g..d,,$th"*i"" in the data sheet.

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.

Th6,.mcitor shall be 3-phase squirrel cage induction type unless specified


othennise in the data sheet. lt shall have totally enclosed, non-ventilated
:rnonstruCtion.

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.

'

duty and shall conform to lS 325 or equivalent international

standards.

The motor shall be provided with thermostat(s) / thermiste(s) embedded in


the hot spots of motor winding for protecting the motor
The motor shall be able to operate the actuator al75 o/o of rated voltage.
The motor shall have class 'F' insulation with temperature rise limited to
class 'B' limits. Motor winding shall be teated to resist corrosive agents and
moisture.

Motor rotor shall preferably be of die-cast aluminium and, if brazed, shall be


free from phosphorous.

5.8.5

lntegral Push Button, Selector switches, indications and Control devices


The following local control devices shall be provided integral with the MOV actuator:

a.

Push buttons for 'Opening/Closing/Stop' or altematively 'Open/Close'

b.

selector switch.
'LocallOftl Remote'selector switch, padJockable in each position

Code: RFP-001 ff00300/201 6-53

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Terminal Project

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BOOT Agreement

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

Hand Operation & Two Wirg,Cohtrol System

hand wheel with.hand/auto 'lockable lever shall be provided for emergency

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

(LGBs) / Unit Control Panels (UPCs) For Package Unit

Local

6.
,

system'

r:f'6.1 ",... General

"'

,,

,,,..
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,

Any electronic equipment such as PLC shall not be located in LGB.


UCP shall be located in field or in building and has electronic equipment to control the
package such as PLC, controller, relays etc.
Machine monitoring equipment of compressor such as radial vibration, rod drop shall
be installed in UCP.
Hardwired electro-mechanical relays shall be used for the panels located in field. All

Code: RFP-001 /T00300/201 6-33

21 October2016

Page 1 13 of BOOT Agreement

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,,

East Java LPG


Terminal Project

Private and Confdential


BOOT Agreement

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.

contacts shall preferably be hermetically sealed type, regardless

6.1.5

6.1.6 To facilitate

6.1

.7

his

Control Building layout, vendor shall provide with

proposal

dimensional drawings of all equipment, indicating restrictions on the layout, such as


access requirements for operation and maintenance, required minimum distance to be
separated from power suPPlY, etc.
Package UCPs will be used for control of various major items of equipmen[;'The
currently identified UCPs and its proposed location are shown in table below. "'tt.. .1,1
Duty

Equipment No.

BOG Compressor

c-101A/B

Location

'. ,i '

c-201AJB
1J6,P to.,be located
'bridgip,.house

Truck Weighing Scale

K-301 A/B

Fire Water pump

P-701NB|C

lnstrument air generation

K-601AJB',:,:,""1.

UCP

unit

.,.. i.

Skids

)l

^.::,

'':;,. ....:'

:.

Nitrogen gas generation"


unit

,.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

UCP to be located on Package


Skids

lgnition panel

&

LCP

to

be

located close to Flare


A-101, 102

*.

in Weighing

Ga4gway

K-101, K-302

Elevated water monitor

N/A

.irl,

UCP to be located in each berth


control room

UCP to be located in each berth


control room
UCP to be located in each berth
control room

LPG bottling unit

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

Code: RFP-001 /T00300/201 6-53

21 October 2016

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BOOT Agreement

PERTA'tf,INA

,-

6.2.2
6.2.3
6.2.4
6.2.5

East Java LPG


Terminal Project

andlP42 forthe panels located in MCR.


Standard panel sized 800mmW x 2,100mmD including 'l00mmH

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'

Lamps, Button and

6.3

6.3.1
6.3.2

Switches

', ,,

Lamps, buttons and switches shall be weather proofed

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

'

The following color code shalf'be Usedrfqi push buttons / switches:


Selector switch
black
''iir,:i
Emergency stop/shut (pwrt ,r
red
.l'

Alarm acknowledgei" ,,.,,,,. '"


Sequence/ alarm rdset I '.1''
Lamp test

green
yellow
black
green

Motor / systdrn stdrt / on


Motor I system stop / off
red
green
Valve
,"
Valve cbsdi."l
red
LED type and power supply shall be 24VDC or 48VDC as required.
U.U.4.,..

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

An'i#orllogic to be implemented will be finalized during detail engineering stage.

:,i,..

,.a.

The enunciator system shall be

in

accordance with ISA

18.1, type

F1A.

Annunciation system can be software with display in PLC or dedicated hardware

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.

Code: RFP-001iT00300/201 GS3

21 October2016

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6.5

East Java LPG


Terminal Project

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

numbers, and _gacfi ttttird shall have circuit


identification makers by using sleeve or plastic fefffis. T,brminal blocks assignment

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)

lnterconnecting: any color except those listed above

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

Code: RFP-00'1 /T00300/201 6-53

21 October 2016

Page 'l '16 of BOOT Agreement

l.
,-

PERTAIIIINA

6.6.2
6.6.3

6.6.4

East Java LPG


Terminal Prolect

Private and Confi dential


BOOT Agreement

and integrity of the system.


Safety earth lug shall be provided in the bottom portion of the panel.
Three types of grounding at least shall be employed as follows:
lnstrument earth (for screen, 0V)
a.
Plant safety earth (for protection)
b.
lntrinsically safe circuit earth
c.
System earth shall also be provided where vendor's system requlres separated earth
system from a above.
Each panel's door shall be connected by an earth strap to the frame work And earth
stud shall be provided on each panel for connection to structural (plant safety) earth
,

PLC (Programmable Logic

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.

The detail requirement for system cortfiguratbn is subject to discussion

with

purchaseis engineer in order to ensure SysGm integrity.


Vendor shall provide a reliable-and,weft,pfdVen system in the simplest form to meet
the project requirements. Vgridor sha!.be responsible for supplying all aspects of the
system between field terminals and,human-machine interface (HMl) such that the
system meets all requirements of,[he project specification and standards.
Standard units andrstahdard software shall be offered, whenever possible. Any nonstandard items shaifl be':6lqarly identified. Emphasis is to be placed upon simplicity of
operation andrmalnteila6o6 so as to limit the requirement of personnel training.
The controlter shall as a minimum, support multiple RS-232C, RS-422, RS-485 or
Fiber Optical Oable ports for communicating with external devices such as a host
computef, local area network gateway, dedicated engineering work station (EWS), or
HMl, and priqGr. Specific external communications requirements are to be shown in
System.. Confi guration.

tre sy3tem shall be capable of on-line up-loading/down-loading, verifying, revising,


i.,.. st6ring and printing the application program content directly from EWS. The system
', "'.s"'itt also be capable of auto-documentation.

U.r.7,'r"

,,,,,

:r

Data Communication with PCS

6.8

.6.8.1
6.8.2

Data communications of signals related to trip or control shall be by hardwire.


Alarm and status signals which are not related to control logics or interlocks can be
sent to PCS by serial communication where practical. Besides l/O units for hard wired
signals, PLC shall be provided with single communication ports for RS-485 serial links

suitable for connection

6.8.3

to PCS. Serial links shall use single MODBUS RTU or

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.

Code: RFP-001 /T00300/201 6-53

21 October 2016

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L
,7.

East Java LPG


Terminal Pro,lect

Private and Confidential


BOOT Agreement

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

shall have adequate space for maintenance.


and

protected from vibration and physical damage.

All instrument leads to vessels, lines, or equipment shall be properly supported to


relieve strain on connections at equipment and instrument. Care shall be taken to
avoid anchoring of these leads to "moving' structrres or piping such as expair'iiliitg ot

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

generally be minimum 10mm OD x 1 .Omm thickness stainless steel Serimless tube as


per ASTM A269 TP316. Tube fittings shall be compregqlop'Vrpe of 316 SS with
double ferrule and NPT thread connection. Suitable anoy pj,Fng shall be applied
"": ::,,11.:.,
where process condition requires.
..._
Where the tracing of the impulse tubing or pip[pg is'reguired, electric heat tracing shall
be provided.
il,, ,.i,,;

lnstrument Air Supply Piping and Signat


Signal TubinS

7.3.1.

a.

TuOing'\
ii,.,{'l'

.'

'r'"'

Pneumatic signal tubing $r$..be"of minimum 6mm OD x 1.0mm thickness


stainless steel seamlbss tube:As per ASTM A269 TP316. Fittings shall be
compression typ6i..,ofu816 3S with double ferrule compression and NPT
t\,,, ,",u'
thread connection.
Tubing sheiltbe rur.ti'in tfie galvanized steel or stainless steel perforated trays
or stll 6gfes&,,1un along instrument air supply piping.

b.

,;;: ,i,.. ,.lil., .

,1

7.3.2. lnstrumenf[ir girppiirFiping

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

.,,

fl,gdd end. Materials shall be as per the piping specification.

,,r,.!.iri,, ln tsolating valve for each consumer shall be provided.


1,,.'.'
')
bronze or brass, and ball type.

r.,,
'i' .: "' , cr,l
.i.. ,,
.i.r' ,,r.
"' .'.',,,, d.
,,i.
' ,r,.. I.'i,
",.:7.4.

The valve shall be of

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.

Code: RFP-001 /T00300/201 6-53

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

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,,

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

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.

Signal cables (analog and contact) except thermocouple extension cables


from junction boxes and local panels to field mounted instruments shall be as
a minimum 1.5 mm2 of stranded copper, twisteq pair or triad and with tape
shield (screen) of aluminum Mylar with drain wiie, and minimum 300 volt
PVC insulation. Outer sheath shall be of PVC, Single layer of galvanized
steel wire armor cable shall be used for outdoor cable. No of Pair/Triad : 1P,
2P, 3P,5P,'r0P, 20P, 1T, 5T, 10T, 29r, 2C, 10C, 20C, 30C, 40C
Thermocouple extension cables from junction boxes/local panels to
thermocouple head shall ber,as'per IEC-60584 and 1.3 mm2 of stranded,
twisted pair and overall tape shield of aluminum Mylar with drain wire, and
300 volt PVC insulation. Single layer of galvanized steel wire armor cable
shall be used for outdoor cable. Outer sheath shall be of PVC.
Lamp cableg,,frorl:;juhption boxes and local panels to field mounted
instruments shall,be as a minimum 'l .5 mm2 of stranded copper, twisted pair

b.

c.

or triad and with.shield (screen) of aluminum Mylar with drain wire,

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.

Fire resistance based on IEC 60331 will be used as per requirement of


passive fire proofing.
s.

h.

Code: RFP-001/T00300/201 6-53

Fiber Optic (FO) cables shall be Flame Retardant Armored Single-Mode,


applicable for cable trench, cable tray or direct burial application, with ITU-T
G.651 compliance and operation wavelength 1300 nm.
Cable color
(i)
Wire insulation

21 October2016

Page 1 19 of BOOT Agreement

l'
,,

East Java LPG


Terminal Project

Private and Conf dential


BOOT Agreement

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

Plant safe earth


lnstrument earth

ground)

lntrinsically safe circuit earth :

Green/yellow

,,,,,r,,"'..,,,,.,,

'i.,. ..,.,

(ii)

tt.

Each pair of multi+ore cable shall be each color with nurii.bereij.


t,.
,,1,' ..f.t'

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.

ue colored identifi cation or+,l61d


Fire and
,iti",l:Orari'ge (complete
glass on core cable):';,,, "
i, '
bl

7.5.

Gas ,,

with

""

Juction

Boxes

7.5.1

Separate junction box shall be providedJor'each category of the following cables.

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'

Special li1w le*6t1b.ignals, if any (e.9. radial vibration signal)


lntlilisiieally safe iignal (i.e. Ex'l')
7.5.2 The consttic$-qrt of the junction boxes shall have hazardous protection of Ex"e" (Ex"l'
for intrinsicallg;,safe) or equivalent as minimum and ingress protection of lP55 as
minimurn Ma.lgiibl of junction box shall be stainless steel or UV resistant reinforced
whiGtl suitable for environment of the site.
,,Plestic
7.5.3 i1,Tqr:rniqlal,blocks shall be screw clamp type (clip-on) type, insulation displacement type
,f,,' ',,r(lDg-Iype), cage clamp type or equivalent. All terminal block shall have certificate of
,,. ',',.. Ex"e' (Ex"l' for intrinsically safe) or equivalent. All terminal blocks shall have terminal

'

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

Loops' must be avoided.


Cable armors shall be grounded at both end of connections (e.9. junction box and

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 1 20 of BOOT Agreement

,E pERrAnrNA '.'[ttTln?::[X"il''"'

,"=,TL'"18h:":

marshalling cabinet in MCR).

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.

Test and lnspection


Detail procedure of the inspection and its documentation shall strictly be in accordance with lnspection
Coordination Procedure with Vendors (to be developed during detail design phase).
Test and inspection shall be performed for all instrument equipment according to vendor's standard teet
procedure and ITP (lnspection and Test plan) approved by Purchaser. lnternal shop inspeclion shall be
carried out by vendorfor all instrument equipment prior to witness of Owner / Purchaser. :'
Test and lnspection for field work shall be performed in accordance with following furchaser's
standards:
Test and lnspection for lnstrument lnstallation Work
Calibration & Loop Sequence Test Procedure for

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.,

Control valves ,ii,,.,t.,,,' ,.'.,'


Emergency shutdowii.valv-6s

Test and inspectio$;rrfor.:$ackdged equipment and other category

dedicated

subsystems shall be- in accordance with individual specification and/or requisition.


For the instrurnent'qquipflent subject to MIGAS inspection, vendor shall prepare all
necessary .ddcudientrition and test record for MIGAS witnessed inspection. All
required costshall be by the vendor.
:,.

'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-

PMI (Positive Materia! ldentification)

'..,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:

..

Test Reports and Certificates

8.2.1

ll''

,i,

Compressors, Ship ffiadinE E165r'

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

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BOOT Agreement

PERTAMINA

8.4.

East Java LPG


Terminal Pro.lect

NDE (Non Destructive Examination)

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

accordance with relevant ASTM standard or equivalent.


lmpact test shall be performed for the materials used under low temperature service in
accordance with relevant ASTM standard or equivalent.
Material test shall be performed in accordance with relevant ASTM standard or

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

Code: RFP-001 /T00300/201 6-53

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

Page 122 of BOOT Agreement

,s

l.

2.1,
2.3,
2.5,

AUSTENITIC

2.2,
2.4,
2.6,

STEEL

2.7

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

Note (1) lnclude 1.25Cr-0.SMo steel


Note (2) This material group shall be applied for M17
Note (3) PT or MT is applied for all

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

,,,'.

...

,.,,. ",,, ,."'


Vendor's documentation shall be in accordancerryiht,fristruction for Vendor's Documentation
and Correspondence (to be developedduri,flg".detail;0esign phase), and relevant requisitions.
Further detail requirements shall be.feferred ,ip,tiis paragraph. For the instrument equipment
subject to MIGAS inspection, vendor ehall prepare all necessary documentation and test
records for MIGAS witnessed inspectioh:,AlL quired cost shall be born by the vendor.

g.1.1.

-'lillir'rlr"r '- :''

ISA Standard li .,ii'irii''


The following lS4 staldards for formats and symbols shall be used to the maximum
extent poseible. Contractor's standard formats and symbols may be used for
documents whiotr are not provided in ISA standard:
.

,.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

lnstrument Loop Diagrams


Specification Form

'

.''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:

lnstrument Data Sheet

RFP-001ff00300/2016-S3

21 October

2016

Page 123 of BOOT Agreement

I
,,

East Java LPG


Terminal Pro,lect

Private and Confidential


BOOT Agreement

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.

l/O List including Alarmffrip Set Points


This list shall show tabulated l/O type of with control systems such as PCS with
setting values for signals and for which are associated with alarm and interlock
circuits.

9.2.3.

lnstrumen Loop Diagram


These drawings shall schematically show connections of detectors,

m.4-t1ol

:v.qlyes,

and control system. ISA-S5.4 shall be used.

9.2.4.

lnterlock and Shutdown Squence Logic Diagram


These drawings shall show functional logic diagram for interlock, alarm and control
systems. ln addition, functional narrative shall also be Rrovi(el-d:;.,,,
1

9.2.5.

il.

,ii

Specification and Drawingd of Unit Control Panel,,,,;|UGP}"indlor Local Gauge


Board (LGB)
These specifications shall show the materidlqrto,ibe;ilsed, such as annunciator,
switches, lamps and other materials, colqr,.goding;of'firing, etc. Panel construction,
layout and arrangement of instruments,,wiriryg.l':...dticts and terminal blocks shall be

submitted.

9.2.6.

firry**'
.,1,.ii1y1,,,.

.y,,i,,,,if

lnstrumentImpulse Line Drdvingsrfthllok-up drawings)


These drawings shall showtyp.i@l idri*tiiiation method of instrument impulse lines per
tag no. These drawings shalf'isntairi'a bill of quantity (or material list).

9.2.7.

,ij,-rlr,,
.,,.,,,,

Typical lnstrume6t lngSfption Detail


These drawings shbll illustrate typical methods of instrument wiring, air piping/tubing
and installation id*litiUnO the transmitter, controllers, converters, control valves and
other major'insfiument equipment and contain a bill of quantity (or material list).

9.2.8.

Layout of ,Field Instruments


dravtihgs shall show the location of field instruments, local panels, and junction
'boies: Eldvation shall also be indicated where located on elevated area.

iTh.-e,s.,g

1,,'

9,8,9:,

'l;

"r"'r'

Main Cable Route Drawings


r,. 'These drawings show cabling route of main cables from JB or field equipment to MCR
"i".. ..;' or other buildings including main cables identification.
'''

9.2.10. lnstrument Wiring Connection List


These lists shall show cable connections at termination points at junction boxes or
local panel including tag numbers, cable number, pair numbers and other necessary
information for connection.

9.2.'11. Control Valve Calculation Sheets (size and noise)


These calculation sheets shall show calculation data, method of calculation and
calculation results including Cv value and predicted noise per control valve tag No.

9.2.12. Orifice Calculation Sheets


These calculation sheets shall show calculation data, method of calculation and
calculation results per orifice tag No.

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 124 of BOOT Agreement

,n

Private and Confidential


BOOT Agreement

PERTA'}IINA

9.2.1

3.

East Java LPG


Terminal Prolect

lnstrument Manufacturer Documents dor I nstruments


These drawings shall be outline drawings for instrument and/or equipment

to

be

supplied by the manufacturer.

9.2.14. Specification and List of Serial Link Communication


When serial link communication to PCS is applied, hardware specification, type of
protocol, and available signals and their address mapping shall be supplied.

9.2.15. Certificates, Test and lnspection Record

a.

The vendor shall

(i)
(ii)
(iii)

b.

records.

Calibration and test records for all instruments.

,1

'

,,.,

provide:

': r'' '

Test record for field works such as instrument impulse

(ii)
(iii)
9.3.

Certificates for electric protection for installation in hazaldous area.


1..,-., ','
lnspection

The subcontractor shall

(i)

provide:

lies,

instruments air lines and instrument cablds/wiri;rgb.

Calibration records.
Loop test records.

,,,

,
r

Manuals
'i

ir'

The instrument instruction manuals for all instrurfients.,,including sub-supplier's instruments


shall be submitted by the date specified in the Requisition. ln the manual, the detailed
explanation of the principle of functioning, sepc!flEelio'ns, installation, calibration, operation and
maintenance, and electronic wiring diadiam,of lh#uments shall be included.
Spares and Special Tools

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.

lnstalled Spares '

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.,,..

,,'

,,,

lEpCi't"ids to comply with the

in panels shall

be

minimum requirements relating to Specification for Process

liC6'ntrol system (PCS) as may be provided PERTAMINA.

.:
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

Code: RFP-001 /T00300/201 6-53

21 October 2016

Page 125 of BOOT Agreement

t. pERrAnrNA
,E

'.'[tbfln?::l1'il'',

,"=',H1,'jf.i::

may be provided by PERTAMINA

f.

llE Rack, in accordance with the minimum requirements relating thereto which may be
provided by PERTAMINA

S.

Power distribution, in accordance with the minimum requirements relating thereto


which may be provided by PERTAMINA

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 i,i '' "


.:i:''i' .,j!. 1,:.i,ii'
u\i,
-..t.''

;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

_,:l
'

i,';:r,"

,,

'ir;

rr'

'
.

:l:,}

.i'/1" r'il'
.Ji
,lr,:
.#' 'ri.".,:i,
irt ; ll

.,{*il

.L.

"'i:,

Code: RFP-001 /T00300/201

6-53

21 October 201 6

Page 1 26 of BOOT Agreement

Private and

PERTAIUTINA

,N

Boor

Confidential

East Java LPG


Terminal Project

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'

'

''..

"",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.
., 'r:
':'

""t:.,.

'i::.,r,

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)

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTA'IIINA

The land shall always be free and clear from any encumbrances except for
encumbrances granted under the Financing Agreement.

b.

lf the land will be acquired by [SPC] under a lease:


(i)

(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.

[SPC] shall obtain

statement from

the Ministry of Agrarian",'Affairs and


dan Tata Rr"*ingiBadan

Spatial/National Land Agency (Kementerian Agraria

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).

,.,,

ii.7,irii\..,

t|.,,\}.

(vi)

r,",.rtr.

[SPC] shall ensure the land has eqsy,ddcgSsibility from both land and sea to go to the

Terminal.

,.. ,,!

ir,.,:;r'"

(vii)

[SPC] shall ensure the land hap an adequate supporting infrastructure network.

(viii)

[SPC] shall ensurg'all !@d'documentation, including land certificates, remains valid


during the
i..',,,,,,'..

:i

(ix)

'ri'rl

,,'t'''
'"1',.,.
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.

Code: RFP-00 1 /T00300/201 6-53

21 October 2016

Page 128 of BOOT Agreement

,8

PERTAIIINA

(c)

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

shall be subject to prior written

approval from..gll parlies:,gtlereto.

(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

shall incorporate the following key terms:

(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.

Code: RFP-001/T00300/201 6-53

21 October2016

Page 129 of BOOTAgreement

L
,-

Appendix

1.

Private and Confi dential


BOOT Agreement

PERTA'}IINA

East Java LPG


Terminal Project

CALCULATION OF PAYMENT

Project Gost

1.1.

Genera!
PERTAMINA shall pay Project Cost in each Billing Period based on the following formula:

Project Cost = lnvestment Charge + Capacity Charge + Operation

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

monthly paymefit#i ,!DR to compensate for the capital costs


of the Project in Billing Period "n'

lDR,[o.J,,,"
....',,'J:

FXn

IDR/USD exchange rate for Billing Period "n'.


" tPsW"d
,,
l, ..lthe currency rate calculation shall be made based on
',.", avbrage of Jakarta lnterbank Spot Dollar Rate issued by
' ' Bank lndonesia ('JISDOR') on the last day of the Billing
,i,,.,.,

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.

IDR [o]/USD [o]

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.

Terminal operation costs;


Maintenance costs;
Spare parts;

s.

lnsurance;
Overhead;
Manpower;
Licensing fees;

h.

Other flxed costs required to place the Terminal in full capacity operating state.

d.
e.
f.

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 1 30 of BOOT Agreement

L
,-

East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

PERTATTTINA

The Capacity Charge shall be calculated based on the following formula:

Capacity Chargen =

B2

x (CPln/CPlcoo) x [FXJFXo]

Where:

Capacity Charge

monthly payment in IDR for fixed operation and maintenance


and all related fixed costs of the Terminal in Billing Period l'n"
''.
IDR

, ,

[o]

Fz

,,.,,

the Consumer Price lndex for the United States as ieported


by the United States Bureau of Statistics fo1, f!,reOonth for

cPln

Billing Period "n"


CPlcoo

the Consumer Price lndex for the United States as reported


by the United States Bureau of Statisti-cs in the month of the
Commercial Operation Date

FXn

the observed IDRyUSD exchange. rate for Billing Period "n".

The currency rate calculation shall be made based

on

average of Jakarta. lnterbank Spot Dollar Rate issued by


Bank lndonesia ("J|SDOR") on the last day of the Billing
Period 'n" and six {6) Business Days before the last day of
the Billing P.eriod "nr. lf the last day of the Billing Period "n'
falls bn non:Business Day (Saturday and/or Sunday) or
pubttc holiOay, the exchange rate calculation shall be made
based on,average of JISDOR seven (7) Business Days
beJore the last day of the billing period "n".

IDR [o] /USD [o]

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=

Volume' Fr x Fs x (GPln/CPlqeo) x [FX*lFXo]

Where:

Operating Charge

monthly payment

in IDR for

variable operation

and

maintenance and all related variable costs of the Terminal in


Billing Period "n"

Volume-B3
Fs
CPIN

:
:
:

volume of LPG as metered in Delivery Points (in MT)

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

Code: RFP-001 /T00300/201 6-53

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t
,,

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

PERTAMINA

Period "n"
CPlcoo

the Consumer Price lndex for the United States as reported by


the United States Bureau of Statistics in the month of the
Commercial Operation Date

FXn

the observed IDR/USD exchange rate for Billing Period "n".

The currency rate calculation shall be made based on average

of

Jakarta lnterbank Spot Dollar Rate issued

byo:,Bank

lndonesia ("JISDOR') on the last day of the Billing Fbrio${;t'


and six (6) Business Days before the last day.of thd.:Billi11g
Period 'n". lf the last day of the Billing Period "nl.fa'ltq,,ptitbnBusiness Day (Saturday and/or Sunday) or,public holiday, the
exchange rate calculation shall be made birsd on Sverage of
JISDOR seven (7) Business Days before the last day of the
billing period'n".

FXo

IDR [o]/USD

'::

[o]
'''

1.5.

,'.

Rounding in Calculation

j.

i'r

'-ij" "-

'I

,;i

'r

'

";.::.

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

',',,,,

for delay of Required Co.rl'imercial Operation Date


,1.

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

x lnvestment Charge x 12 x Operation Period

'"

r:

Opemtion'Period
t",

20 years of Operation Period

,,''

Penalty for Failure in Providing the Required Throughput

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:

Penalty = Throughput Deficiency x (lnvestment Charge + Capacity Charge)

Where:

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East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

PERTAfrlINA

Throughput Deficiency shall be calculated based on the following formula:

Throughput Deficiency = 1- (Actual ThroughpuUNominations)


2.2.2

During Supply Period


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,igross
negligence orwillful misconduct of [SPC], shall be calculated based on the,followiqg

Penalty = Throughput Deficiency x (lnvestment Charge + Capacity Charge) +

AdditionalCost

Where:

AdditionalCost

: all

direct and reasonable costs incurred

by

PERTAMINA due to such Throughput Deficiency


(including cost for obtaining replacement cargo) by

providing evidence in detail to support


for reimbursement of such

PERTAMINA'F claim
costs.

d%

_6ry

,&&5-

tasq.=q-*#
.
]t
s"'suMP

Code: RFP-001 /T00300/201 6-53

21 October2016

Page 1 33 of BOOTAgreement

l.
,,

Appendix

1.

Private and Confidential


BOOT Agreement

PERTA'IIINA

East Java LPG


Terminal Project

J INVOICING AND PAYMENT

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

one (1) original receipt being affixed by duty

:tl

tit

(inclusive tax) is more than (ten million Rupiah) IDR

e.
f.
2.2.

*,. ,iilli.,.

j!''

0q"

''

one (1) original Minutes of Stock Opnamelonly a'i,fuJitiu$ile during Supply Period).

All invoices shall be addressed


PT Pertamina

to:

,*i{a.

(Persero)

Attn.: VP Domestic

Payment
3.1. After the invoice

1A ..'

Gas
il:

"'""',c

,,,,,,4.t"::'}li

floor, Jl. Medan Merdeka Timur


Jakarta 101 10
12th

3.

and

five (5) copies of tax invoice;

10.p.,,0.,,,0

:]i''

,., 'i,,

r, ' ,'-

.:,.'

.:.':.

it'Lin

." iL. "'

ji'

a-ld ils supiiibrting documents is completely received and verified

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.

'1,,,,

Jr,r;r,1

,;,r

PERTAM$IA tnto the bank accounts designated bv ISPCI as follows:

,i't.IEffiank account details as follows:


'i,
:[ I
Barik
,..,:i'
.",
j:,..
Account
Number
:
:':" .'
f-]
':ii,
Account
Name
:
I I
..;,tt,,.
ii.,

''i,r

4.

,
"

::.

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.

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,8
5.

East Java LPG


Terminal Prolect

Private and Confidential


BOOT Agreement

PERTAT|ITNA

Receipt
[SPC] shall issue a receipt to PERTAMINA acknowledging receipt of any payment made hereunder on
the date of such payment.

-#i*Q;i.

{.ril
'',l.i,.t,fl" \t
ri,
ri\l!$r',-1,t

.i_.

'l'"",,.,'1'ai.
."'
ir
":"
,rt''J' \ri:"
!i,
,l'j
.-"
'"' '1 :li t
I; i.

,."

i'

*il.J
.r.i,r.?']r,

r-.

t-,.1

'..:,

'

..':i,.

\'i';;:'

/.'

.,t

r; .,r

"loa,. ;1.1,-.
rj
.i.

iil ri!
^-: trli"ir&
a._
-l' #, !. f/

i!l'

.q!
"ij,|'
t;,,ri0
,,rLr'

'e!r,,l'''

'?,;5
,.:,

_,.,i{i*rf,,

i*
4i
.

ir',,,1u

,:

{iy'ui.

.t

;,,."u,ii',

'dr,i,jt .i{
qrrr,I
{ri}1,
ai;
*tiv

.,i',;";*

':li}:l,a.

,{.

,f

"

rn

s
i"f"lr,
ii', "$ir, .."*;f
'"
\i
ii'('
.

']i
, '1:ir,
:',::, ''l:-1. ri:':.:]

l l'
",,i
'1,.

''Lli
r''
'r'
\ii'
ii1
.

.iiri i.
ir
,r'

'nc.,,..,1I

..,."i
,i,r:,

.',

t,.tl
t!,.

' ;:' ,
rn

'r.1.

Code: RFP-001 /T00300/201

6-53

21 October 201

Page 1 35 of BOOT Agreement

,J

l,

Private and Confi dential


BOOT Agreement

PERTATIINA

East Java LPG


Terminal Project

Appendix K CONSEQUENCES OF TERMINATION

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:

'Termination costs" shall

mean:

t,.,.,,'tl''t

",
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

Purchase Price of the

Projectlr

"'i1''''i:rii'
-'-t"

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,
'i,q',:r

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-])%

,,rr, ;,digcotr,,nt rate.

., '2.3. ,

,,,,,,.

.:

''

,...,,',,,,,'.,,

''',',

'

lf PERTAMINA terminates the Agreement due to [SPC]'s Non-Remediable Events pursuant to


Article 19.1.6 of the Agreement and exercises its option pursuant to Article'19.3 to purchase
the Project, after the Commercial Operation Date, PERTAMINA shall purchase all of [SPC]'s
rights, title and interest in the Project for a price equal to the present value of remaining
lnvestment Charge at I I percent (Ll)% discount rate.

2.4. lf

[SPC] terminates the Agreement pursuant

to Article 19.1.6 of the

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.

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,a

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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.

I Percent (Ll)% discount

rate.

Cost

'

''.,

All Termination Costs shall be borne by [SPC] in the event PERTAMINA terthinates the

.,.

thereof.

Agreement pursuant to Article 19.1.6(b) and (c)

''

3.2.

,,

'
",

,,

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.

Purchase of The Project

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;

\''r''

portion in respect of the which [HGB] land


,.,.,,,lhe,Site including the [HGB] title for the
's interest in any lease agreement to
name
and
all
of
is
in
certificate
[SPC]
[SPC]'s
:
.,.,:',, ",, the,extent any land which constitutes the Site is leased, and all buildings and fixtures;
,. (v) "i. "computerized and non-computerized records, reports, data, files and information;
,r,,,..,, .,{vi}.: , .r all drawings, test results, and documents described in Article 6.5 of the Agreement;
'' (vii)
all warranties of equipment, materials and work;
. -: (viii) all contract rights and insurance policies;

',1
.,.'
',.

(ix)

and

subcontractors;

(xi)
(b)

all work in progress under contracts with vendors, supplies, contractors,

[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

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,J

t.

Private and Confi dential


BOOT Agreement

PERTATIINA

repair. The completion shall be evidenced by

East Java LPG


Terminal Project

a letter of

acceptance from PERTAMINA

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)

tli "l ''

At PERTAMINA's discretion, PERTAMINA may taftB'dVer and use without payment to


[SPC] any construction equipment and fadlities owned by [SPC] which is on the Site
in connection with the construction ofr.,'t .Tuffninal for such reasonable period as
PERTAMINA considers expedient.,fp;-the execution and completion of the Works.
Upon completion of the cons-tructlbn,"'dr:,qt such earlier date as PERTAMINA thinks
appropriate, PERTAMlNA,.tshall' give.':a notice to [SPC] that such construction
equipment and facilities witl''Lfip re!!{med to [SPC] at or near the Site and shall return
such construction e$llipmept 5qd facilities to [SPC] in accordance with such notice.
[SPC] shall thereqffer uat|.1put delay and at its cost remove or arrange removal of the

"

(ii)

t'.o'

h',-"."t

F'.,,i$*..'',,'tii

cost and expenses incurred by PERTAMINA or such third party


[SpC] snaitlbpr,ne
for thqcompleiiiqn "ny
of the construction. PERTAMINA may, to the exclusion of any right
of [SPQ,qvs1.the same, take over and use without payment to [SPC] any construction
.e(uipmentr'dhd facilities owned by [SPC] (which are not subject to transfer) which is

. 'on', the 'Site in connection with construction for such reasonable period as
:::, I IBERIAMINA considers expedient for the execution and completion of construction of

,,,, "t . the Terminal.

'..

,;,:, ;;.

(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.

Code: RFP-001 /T00300/201 6-53

21 October 2016

Page 1 38 of BOOT Agreement

,s

PERTA'}TINA

Appendix

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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

Transfer of the Site


1.1

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',

from PERTAMINA accepting the result

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

:.rlated to the operations of the Terminal.

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.

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21 October 2016

Page 139 of BOOTAgreement

t
,,

Private and Confidential


BOOT Agreement

PERTA'VIINA

5.3.

East Java LPG


Terminal Project

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.

Transfer of the entire facilities of the Terminal;


Transfer of spare parts, tangible personal property, intangible personal property (including
patents, patent licenses, patent applications, trademarks, trade names, trademark regql-rtions,
and applications therefor, trade secrets, copyrights, know-how, secret formula andr'anyi'bther
intellectual property rights (if any);
Transfer of computerized and/or non-computerized records, reports, data, fi16s, i#,grrri ion,
drawings, test results relating to the Project, and Terminal;
i,:,','r "ri'
Transfer of all warranties of equipment, materials and work;
Transfer of all contract rights and insurance policies;
,., ,1
Transfer of all work in progress under contracts with vendors, s.qrppfigrs,,. contractors, and

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

The Project Documents in accordance with Article 22.3 of 'the'':A$reement;


Transfer of all technical documents referred to in AffiJp qf-..{f tne Agreement;
Transfer of SOP and manual operation book relgteU td.t[.;F operations of the Terminal
Transfer of inventory;
.,,,,,,"'t;lt:".'.'1;,
ln case of the Site being leased by tSBCl, pctivities ensuring the contract(s) related to the land
lease be assigned to PERTAMINApi'a,,pre eg,f,d6O taritf for the subsequent twenty (20) years
shall be conducted starting on the 19{11'6n1!WrsaV of the Commercial Operation Date.
ln case of the Site being purchased hYl$,FCl, activities ensuring the transfer of the land title of
the Site from [SPC] to PEftffitNA"shall be conducted starting on the 't9th anniversary of the
Commercial Operation.DaS, "' ,j:

Project;

m.

.,,,'l''''""'ti

Conditions of the Site

7.

7.1.

"l'lri"''

On the Transfdr,pate, tiit,Terminal shall:


''

a.
b.

t""

.,be;,in a iriindition of repair, cleanliness and appearance that is consistent with the
Prudent Operating Practices;

,r,

i:be'edpable of operation in full compliance with all Legal Requirements, including

, ' , , ,.,.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:

materially interfere with maximum LPG supply from Terminal;

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.

Code: RFP-001 /T00300/201 6-53

21 October 2016

Page 140 of BOOT Agreement

,E

East Java LPG


Terminal Project

Private and Confi dential


BOOT Agreement

PERTAI}IINA

Schedule 1 FORM OF PERFORMANCE SECURITY


[To be provided on the issurng bank's letterhead and executed in bilingual form]

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

inquire into 6n!"$rdur.Rstances relating to any demand.


.

,,

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

Only applicable for Bidding Option 1


Only applicable for Bidding Option 2

Code: RFP-001/T00300/201 6-53

21 October2016

Page 141 of BOOT Agreement

t-

East Java LPG


Terminal Project

Private and Confidential


BOOT Agreement

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.

sixty (60) Days after the Required Commercial Operation Date;


sixty (60) Days after the date specified in the notice of termination issued by ertfrer iarty in accordance with
jt*''ii
Article '19.3.1(a) or (b) of the Agreement;
one hundred eighty (180) Days after the Required Commercial

Operatiqt_ffi

retumed to us, prgvideO'itmti,#y claim or demand under this


Guarantee may be submitted to us no later than thirty (30) Days r&{er.,,th-6 Expiry Date otherwise it will be

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

Code: RFP-00 1 /T00300/201 6-53

21 October2016

Page 142 of BOOT Agreement