B. SAMPUL HARGAapps.pp-epc.com/eproc/upload_file/selection... · Black & Veatch’s price includes...

B. SAMPUL HARGA

1. Surat Penawaran Harga2. Price Breakdown

PROJ

ECT

: GRA

TI C

PP A

DD-O

N PR

OJEC

T 15

0MW

CL

IENT

: PT.

PEM

BANG

UNAN

PER

UMAH

AN (P

ERSE

RO) T

BK.

OWNE

R: P

T. IN

DONE

SIA

POW

ERLO

CATI

ON: G

RATI

- JA

WA

TIMU

R , IN

DONE

SIA

REVI

SI: 1

AMOU

NT(R

p)

I1

lot

236,0

00,00

0

II1

lot

524,9

92,00

0

III1

lot

741,7

28,00

0

IVME

CHAN

ICAL

ENG

INEE

RING

1lo

t46

5,920

,000

VPI

PING

ENG

INEE

RING

1lo

t45

1,776

,000

VI1

lot

1,079

,104,0

00

VII

1lo

t1,0

00,48

0,000

4,500

,000,0

00

ELEC

TRIC

AL E

NGIN

EERI

NG

CIVI

L EN

GINE

ERIN

G

TOT

AL R

OUND

ED

PROJ

ECT

MANA

GEME

NT

PROC

ESS

ENGI

NEER

ING

INST

RUME

NT E

NGIN

EERI

NG

QUOT

ATIO

N SU

MMAR

Y

NODE

SCRI

PTIO

NQT

Y UN

ITRE

MARK

COMMERCIAL OFFER GRATI ADDON

150MW CCPP

Doc: CEPPL-0217-COM-01 R2

Page 1 of 4

PROJECT: - GRATI ADDON 150MW

OWNER: - PT. PP

FEB 21, 2017

BY

CONCEPT ENGINEERING PROJECTS PVT. LTD,OFFICE NO. 402, 4TH FLOOR, STELLAR ENCLAVE,

D P ROAD, AUNDH, PUNE – 411 007INDIA

TEL: +91-20-4148 3000Email: [email protected]

COMMERCIAL OFFER GRATI ADDON150MW CCPP


Page 2 of 4

INDEX

ANNEXURE DESCRIPTION

1. PRICE SCHEDULE

2. GENERAL TERMS AND CONDITIONS



Page 3 of 4

ANNEXURE 1: PRICE SCHEDULE

The price towards Design & Engineering of MECHANICAL & ELECTRICAL BALANCE OFPLANT for 150 MW Add on CCPP as per the scope mentioned in our offer shall be:

IDR 5,366,250,000(LIMAMILIAR TIGA RATUS ENAMPULUH ENAM JUTA DUA RATUS

LIMA PULUH RIBURUPIAH)

1.1. Tax excluded (as applicable).

1.2. Payment Terms:

1.2.1. 10% of the total order value along with LOI / PO.

1.2.2. 85% of the total order value to be billed in parts every month on theBasis of engineering progress.

1.2.3. 2.5% of the total order value to be paid after submission of ‘As Built’Drawings.

1.2.4. 2.5% of the total order value after submission after mechanicalCompletion of the project.(Maximum 18 month)

1.3 Above cost included one Engineer deputation for Electrical andMechanical engineering at our Jakarta office for Coordination withPT. PP for engineering design maximum for 6 months. If required toincrease the stay of our Engineering will Be discussed and charge separately.

1,4 Three site visit included in our cost during engineering period forOur engineer.

1.5 Our Engineer will attend weekly /Monthly coordination meetings with PT.PP.



Page 4 of 4

ANNEXURE IX - MISCELLANEOUS:

2.1.SOFTWARE’S USED :

2.1.1. All the drawings will be prepared in AutoCAD in 2D format.

2.1.2. Proprietary Excel Software for HMBD.

2.2.Design will be in accordance with American and/or British codes.

2.3.Drawings & Documents submission will be in soft files only. All the drawings and

documents with the category “Issued for construction” shall be submitted with hard

copies in 3 sets.



Page 3 of 4

ANNEXURE 1: PRICE SCHEDULE

The price towards Design & Engineering of CIVIL ENGINEERING for 150 MW Grati Add onCCPP as per the scope mentioned in our offer shall be:

IDR 2,517,500,000

(Duamiliar lima ratus tujuh belas juta lima ratus ribu rupiah)

1.1. Tax excluded (as applicable).

1.2. Payment Terms:

1.2.1. 10% of the total order value along with LOI / PO.

1.2.2. 85% of the total order value to be billed in parts every month on theBasis of engineering progress.

1.2.3. 2.5% of the total order value to be paid after submission of ‘As Built’Drawings.

1.2.4. 2.5% of the total order value after submission after mechanicalCompletion of the project. (Maximum 18th Month)

1.3 Above cost included one Engineer deputation at our Jakarta officeFor coordination with PT.PP for engineering design maximum for 6 months.If required to increase the stay of our Engineering will be discussed andCharge separately.

1.4 Three site visit included in our cost during engineering period for our engineer.1.5 Our Engineer will attend weekly /Monthly coordination meetings with PT.PP.



Page 4 of 4

ANNEXURE IX - MISCELLANEOUS:

2.1.SOFTWARE’S USED :

2.1.1. All the drawings will be prepared in AutoCAD in 2D format.

2.1.2. CIVIL and STRUCTURAL : MIDAS and STAAD PRO for analysis and

2.1.3. Proprietary Excel Software for Turbine foundation Design

2.2.Design will be in accordance with American and/or British codes.

2.2.1.Drawings & Documents submission will be in soft files only. All the drawings

and documents with the category “Issued for construction” shall be submitted

with hard copies in 3 sets.

Commercial Proposal

DETAILED ENGINEERING DESIGN OF GRATI 3 X 1 SIMPLE CYCLE CONVERSION PROJECT PROPOSAL NO. 282914

PT Pembangunan Perumahan (Persero) Tbk 24 FEBRUARY 2017

PROPRIETARY AND CONFIDENTIAL

©Black & Veatch Holding Company 2016. All rights reserved.

.

PT Pembangunan Perumahan (Persero) Tbk | Detailed Engineering Design of Grati 3 x 1 simple Cycle Conversion Project

BLACK & VEATCH | Commercial Proposal 3-1

1.0 Contract Terms & Conditions Black & Veatch will perform the scope of work outlined in this proposal under the terms and conditions of the Black & Veatch Technical Services Agreement provided in the Appendix B.

2.0 Pricing Black & Veatch will provide the services defined in this proposal for a lump sum price of IDR 58,833,000,000 for the engineering services based on the following milestone payment schedule. Milestone is the Initial Submittal of Each Deliverable.

No. Milestone % Payment

1 Inception Report Issuance* 20

2 Monthly Engineering Progress Payments** 75

3 Retention – to be released on PT PP receipt of Conformed to Construction Record Drawings

5

100.0% * Inception Report will include a list of deliverables, engineering schedule revised based on the kick-off meeting. ** Monthly engineering progress payment schedule to be negotiated and agreed upon.

2.1 TRAVEL Black & Veatch’s price includes travel expenses for the three design review meetings in Jakarta. Any other travel costs will be billed at cost +10% to PT PP.

2.2 NON-U.S. TAXES Black & Veatch’s price is exclusive of all taxes.

3.0 Pricing Basis and Clarifications The pricing is based on the following assumptions and basis:

1. See Section 2.3 of the Technical Proposal for technical assumptions and clarifications.

2. The Engineering services are based on the scope of services with the approach, methodology and project staffing as outlined in our proposal.

3. Black & Veatch proposal assumes the overall schedule of the project as per Section 5.0 of the Technical Proposal. Any change in schedule may necessitate a change in our price.

4. The price in Section 2.0 of this Commercial Proposal is based on IDR 13,500 : USD 1 foreign exchange rate. Invoice amount shall be converted into USD based on the IDR 13,500 : USD 1 rate, and shall be converted back into IDR based on JISDOR at the date of the invoice.

5. Invoicing will be on monthly basis. Payment shall be due in 15 calendar days from the receipt of invoice by PT PP and shall be paid by wire transfer.

6. Any costs associated with payment shall be borne by PT PP.


BLACK & VEATCH | Commercial Proposal 5-2

7. If any third party services not included in Black & Veatch’s scope of services are required in the performance of the Engineering services, the third party charges will be billed to PT PP at actual costs plus 10% of administrative costs.

8. Black & Veatch will perform the scope of work outlined in this proposal under the terms and conditions of the Black & Veatch Technical Services Agreement provided in the Appendix B.

4.0 Schedule of Rates We have provided a copy of Black & Veatch’s 2017 Billing Rates and Expense Schedule in Appendix A of this Commercial Proposal, to be applied for any services required which are not included in the lump sum price.

5.0 Proposal Validity Period Black & Veatch’s proposal is valid for 30 days from submittal date.


BLACK & VEATCH | Billing Rates A-1

Billing Rates APPENDIX A.

Asia Based Project Administration $32.00

United States Project Administration $81.00

Asia Based Associate Technician/Designer $35.00

Asia Based Staff Technician/Designer $56.00

Asia Based Lead Technician/Designer $76.00

Asia Based Senior Technician/Designer $98.00

United States Associate Technician / Designer $91.00

United States Staff Technician / Designer $112.00

United States Lead Technician/Designer $141.00

United States Senior Technician/Designer $182.00

Asia Based Staff Engineer $46.00

Asia Based Design Engineer $77.00

Asia Based Project Engineer $110.00

Asia Based Senior Engineer $156.00

Asia Based Engineering Manager $183.00

Asia Based Project Manager $207.00

Expatriate Engineer / Project Manager $382.00

United States Staff Engineer $124.00

United States Design Engineer $145.00

United States Project Engineer $173.00

United States Senior Engineer $202.00

United States Engineering Manager $217.00

United States Project Manager $228.00

United States Senior Project Manager $261.00

United States Executives $279.00

Asia Based Staff Professional $81.00

Asia Based Lead Professional $114.00

Asia Based Senior Professional $161.00

United States Staff Professional $124.00

United States Lead Professional $155.00

United States Senior Professional $224.00

United States Associate Specialist $106.00

United States Specialist $160.00

United States Lead Specialist $212.00

United States Senior Specialist $298.00

Title/Description/Hourly Billing Rate ($USD/HOUR)

Project Administration

Engineering design, analysis, and management. Includes departmental and project assignments including project management, executives and engineering department management.

2. This Rate Sheet contains information that may be privileged, confidential and exempt from disclosure under applicable law. Any unauthorized disclosure, copying, or distribution of this document or any of its contents is prohibited.

7. Any other professionals not specifically identified above will be placed in the most appropriate category above based on function and experience.Notes:1. Billing rates are subject to annual adjustment on each January 1. Billing rates for United States based professionals are escalated at 3% per annum. Billing rates for Asia based professionals are escalated at 7% per annum.

3. Expenses for travel and lodging will be billed at actual cost plus 10%. These expenses include cost such as air-fare, personal mileage, lodging, meals, motor vehicles rental, telephone, special rental equipment, etc.4. Cost of 3rd party services and for non-customary office costs such as production printing will be billed at actual cost plus 10%.5. Field assignments of longer than 60 days will be billed as actual hours charged to this project by Black & Veatch personnel in accordance with the rate sheet plus uplift as determined by current field services policy. Expenses for field assignments can be per diem, actual expenses, or a combination of both as specific to the assignment.6. Overtime applies only to non-exempt personnel as defined by the US Federal Wage and Hour Law. Overtime will be billed as actual hours charged to this project by Black & Veatch personnel in accordance with the rate sheet plus 50%.

Client Billings: Client shall pay to Engineer for the performance of the Services the sum of the following amounts unless the compensation is otherwise stated in the specific task assignment.

1. Labor cost will be billed as actual hours charged to this project by Black & Veatch personnel and in accordance with the rates above.2. Typical and customary home office expenses, including computer related expenses (network server charges, PC usage charges, software and design application charges, printing, plotting, and server storage), reprographic services, document production, fax, telephone, postage/courier, etc. will be billed at a rate of US$8.00 per hour of direct billed labor.

Professionals who assess the cost related to projects, track the cost associated with a project, and perform planning and scheduling functions related to projects. These professionals also provide procurement support activities.

Specialized StaffLegal, scientific, economic , and related services for project assignments. Includes scientists, lawyers, economists, etc.

Technicians and Technical Support

Technical designers, drafters, and other technical support functions.

forDetailed Engineering Design of Grati 3x1 Simple Cycle Conversion Project

Calendar Year 20171

CONFIDENTIAL Note 2

Black & VeatchBilling Rates and Expense Schedule

Engineering and Management

HOURLY BILLING RATES (see Client Billings and Notes below)

Estimating, Project Controls and Procurement

Project accounting and office support including clerical, secretarial and billing.


BLACK & VEATCH | Standard Technical Services Agreement B-1

Standard Technical Services Agreement APPENDIX B.

TECHNICAL SERVICES AGREEMENT THIS TECHNICAL SERVICES AGREEMENT (“Agreement”) for the performance of professional engineering services is executed and made effective as of (“Effective Date”) between , a organized under the laws of (“Owner”), and Black & Veatch , a organized under the laws of (“Engineer”), each a “Party” and collectively “Parties”.

IN CONSIDERATION of the covenants set forth in this Agreement, Owner and Engineer mutually agree as follows:

ARTICLE 1 - SCOPE OF WORK

1.1 Description of Work; Request(s) for Services

Engineer shall perform professional engineering services as set forth in a written Request for Services signed by Owner and Engineer (“Services”). Each Request for Services shall be in the form of the attached Exhibit A. Requests for Services shall be governed by the terms of this Agreement and shall describe the scope of Services, schedule, and compensation terms. Any additional or conflicting terms and conditions contained in Requests for Services shall take precedence over the terms and conditions in this Agreement only for the applicable Request. This Agreement does not authorize or require Engineer to perform any service without a mutually agreeable, fully executed Request for Services.

1.2 Engineer’s Responsibilities

Engineer shall, subject to the terms and conditions of this Agreement:

1.2.1 Furnish the services of all necessary engineers, designers, draftsmen, and other personnel necessary for the performance of the Services;

1.2.2 If procurement services are requested, furnish the services of all buyers, inspectors, expediters, and other personnel necessary to procure all materials, supplies, and equipment and place all contracts requested to be procured by Engineer on behalf of Owner;

1.2.3 If construction observation services are requested, furnish the services of personnel as necessary to periodically observe the work of the construction contractors;

1.2.4 Appoint an individual who shall be authorized to act on behalf of Engineer and with whom Owner may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon Engineer as to all matters pertaining to this Agreement; and

1.2.5 Comply with all applicable laws, statutes, regulations, and codes.

1 Rev. 08/14/2014

1.3 Owner’s Responsibilities

Owner shall at such times as may be required by Engineer for the successful and expeditious completion of the Services:

1.3.1 Obtain all permits and licenses required to be taken out in the name of Owner which are necessary for the performance of the Services;

1.3.2 Provide Engineer with all specifications and other information necessary for the performance of the Services;

1.3.3 Provide Engineer with any soil data evidencing that the site is clean and free of above ground and underground obstructions, fissures, faults and other similarly hidden features which may interfere with the performance of the Services;

1.3.4 Advise Engineer of the existence and undertake the abatement and disposal of all hazardous materials, including asbestos, polychlorinated biphenyls (“PCBs”), radioactive material, and other toxic substances that may be encountered by Engineer in the performance of the Services;

1.3.5 Appoint an individual who shall be authorized to act on behalf of Owner and with whom Engineer may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon Owner as to all matters pertaining to this Agreement; and

1.3.6 Comply with all applicable laws, statutes, regulations, and codes.

1.4 Changes

It is the desire of the Parties to keep changes in the scope of Services to a minimum. The Parties recognize, however, that such changes may become necessary and agree that they shall be handled in accordance with this Section. Owner may initiate a change by advising Engineer in writing of the change believed to be necessary. As soon thereafter as practicable, Engineer shall prepare and forward to Owner a cost estimate of the change that shall include the adjustment to Engineer’s compensation, schedule of payments, project schedule, and completion date as applicable. Engineer shall be reimbursed for the costs incurred to prepare such estimate. Owner shall advise Engineer in writing of its approval or disapproval of the change. If Owner approves the change, Engineer shall perform the Services as changed. Engineer may initiate a change by advising Owner in writing that in Engineer’s opinion a change is necessary. If Owner agrees, it shall advise Engineer and, thereafter, the change shall be handled as if initiated by Owner. In the event and to the extent that a change in the law; changed or unexpected site condition; an act or omission of Owner or Owner’s suppliers or contractors; an error or change in Owner-provided information; an event of force majeure as defined in Section 8.4 or any event beyond the reasonable control of Engineer, affects the Services, increases Engineer’s costs, or adversely affects Engineer’s ability to meet the project schedule, Engineer shall be entitled to a change to the Services and an equitable adjustment in the compensation and performance schedule, as appropriate.

2 Rev. 08/14/2014

ARTICLE 2 - COMPENSATION AND TERMS OF PAYMENT

Owner shall pay and Engineer shall accept in full consideration for the Services the compensation described in each Request for Services, as may be adjusted by mutual agreement. Engineer’s compensation does not include any allowance for any taxes, duties or similar imposts that may be assessed or otherwise imposed on Engineer or Engineer’s personnel by any taxing authority outside of the United States of America (“Taxes”). To the extent any such Taxes are applicable, they shall be payable by Owner to Engineer in addition to the compensation otherwise payable under the Agreement.

ARTICLE 3 - WARRANTY

3.1 Engineer’s Services

Engineer warrants that it will perform the Services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing services of a similar nature in existence at the time of performance of the Services. If, during the one year period following completion of the Services under a particular Request for Services, it is shown there is an error in the Services caused solely by Engineer’s failure to meet such standards and Owner has notified Engineer in writing of any such error within that period, Engineer shall re-perform, at no additional cost to Owner, such Services within the original scope of Services as may be necessary to remedy such error. Re-performed Services shall be warranted for an additional year, not to exceed two years from completion of the original Services.

3.2 Third Party Items

If the Services include providing equipment or material specifications or other procurement services, Engineer shall not be liable for any defects in the equipment or material procured on Owner’s behalf.

3.3 Technical Review Services

If the Services include a technical review of work performed by Owner’s contractors or consultants, Engineer shall provide such technical review in order for Owner to have a greater degree of confidence that such work will conform generally to the contract documents between Owner and Owner’s contractors or consultants. Owner’s contractors and consultants shall remain solely responsible for the quality of the work that Engineer reviews, and Engineer’s review shall not be deemed to be a warranty or guarantee from Engineer regarding the quality of the work reviewed. Owner agrees that its exclusive remedy for defective work reviewed by Engineer shall be from Owner’s contractors and consultants who performed the work. Owner agrees to release, defend, indemnify, and hold Engineer harmless from and against any and all liability and claims, including attorneys’ fees, that may in any manner arise in any way directly or indirectly from any defect in the work that Engineer reviews.

3 Rev. 08/14/2014

3.4 Reliance on Data

Engineer shall have no liability for defects in the Services attributable to Engineer’s reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by Owner or third parties not under contract to Engineer.

3.5 Limitations

The obligations and representations contained in this Article 3 are Engineer’s sole warranty and guarantee obligations and Owner’s exclusive remedy in respect of quality of the Services. Owner’s failure to (a) properly operate and maintain Owner’s facilities or (b) allow Engineer to promptly make such tests and perform such remedial services as Engineer may deem appropriate, shall relieve Engineer of its guarantee relative to such improper operation and maintenance or the subject of such test or service. EXCEPT AS PROVIDED IN THIS ARTICLE, ENGINEER MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ENGINEER’S SERVICES AND ENGINEER DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This Article governs, modifies, and supersedes any other terms in this Agreement which may be construed to address warranties or guarantees or the quality of the Services.

ARTICLE 4 - INDEMNIFICATION

Engineer shall indemnify and hold Owner harmless from any and all liability and claims, including attorney’s fees, for bodily injury to or death of any person and for damage to or destruction of property (excluding, however, the items referred to in Sections 5.3 and 8.3) if and to the extent caused by the negligence or willful misconduct of Engineer while at Owner’s facility.

ARTICLE 5 - INSURANCE

5.1 Commitment

During the performance of the Services, Engineer shall maintain insurance policies as follows:

5.1.1 Workers’ Compensation or other social insurance in accordance with the statutory requirements of the state, province, or country having jurisdiction over Engineer’s employees who are engaged in the Services, with Employer’s Liability with a limit of US$1,000,000 per occurrence and in the aggregate.

5.1.2 Commercial General Bodily Injury and Property Damage Liability insurance with limits of US$1,000,000 per occurrence and in the aggregate, and Automobile Liability insurance including owned, non-owned, or hired vehicles, with a combined single limit of US$1,000,000 for bodily injury and property damage liability. Such policies shall include Contractual Liability coverage. Engineer agrees to name Owner as Additional Insured on such policies, but only

4 Rev. 08/14/2014

to the extent of Engineer’s negligence under this Agreement and only to the extent of the insurance limits specified in this Agreement.

5.1.3 Professional Liability insurance with limits of US$1,000,000 per claim and in the aggregate covering Engineer against all sums which Engineer may become legally obligated to pay on account of any professional liability arising out of the performance of this Agreement.

5.2 Certificates

Engineer agrees to provide Owner with certificates of insurance evidencing the above described coverage prior to the start of Services, and annually thereafter, if required by Owner. Such certificates shall provide that the applicable insurance policies have been endorsed to provide a minimum of 30 days advance notice to Owner in the event of cancellation, non-renewal, or reduction in limits by endorsement.

5.3 The Project and Existing Property

As between Engineer and Owner, Owner assumes sole responsibility and waives all rights and claims against Engineer for all loss of or damage to property owned by or in the custody of Owner and any items at the job site or in transit to the job site (including construction work in progress) however such loss or damage shall occur, including the fault or negligence of Engineer. Owner agrees to maintain appropriate property insurance and shall require its insurers to waive all rights of subrogation against Engineer for claims covered under any property insurance that Owner may carry. If the property is not owned by Owner, Owner shall obtain similar waivers from the property owner for the benefit of Engineer. If Owner purchases, or causes a construction contractor to purchase, a builder’s all-risk or other property insurance policy for a project, Owner shall require that Engineer be included as a named insured on such policy without liability for the payment of premiums and that the insurer waives all rights of subrogation against Engineer.

5.4 Project Contractors

Owner shall require all project contractors under contract with Owner to include Owner and Engineer as additional insureds on their General Liability insurance policies (such policies to be primary and noncontributing). Further, Owner shall obtain and maintain for the benefit of Engineer the same indemnities and insurance benefits obtained for the protection of the Owner from any construction contractor and subcontractor working on the project and shall obtain from that contractor and subcontractor insurance certificates evidencing the required coverages.

5 Rev. 08/14/2014

ARTICLE 6 - COMPLETION AND ACCEPTANCE

6.1 Scheduled Completion

Engineer shall commence the Services at the time stated in the applicable Request for Services and shall use all reasonable efforts to prosecute the Services continuously and with due diligence.

6.2 Acceptance

Owner shall advise Engineer in writing of any deficiencies in the Services within 10 days after Engineer has completed the Services under a particular Request for Services. As soon as any such deficiencies are corrected (or as soon as the 10 day period has expired, if Owner does not advise Engineer of any such deficiencies within that period), the Services shall be deemed accepted.

ARTICLE 7 - TERMINATION AND SUSPENSION

7.1 Termination by Owner

Should Engineer become insolvent or bankrupt, or commit a substantial breach of this Agreement and fail to commence to remedy such breach within 10 days after receipt of written demand by Owner and fail to proceed diligently in remedying the same, Owner may terminate the applicable Request for Services. Upon any such termination, Engineer shall be compensated for all costs incurred and compensation earned for Services then performed in accordance with the provisions of the applicable Request for Services.

7.2 Termination by Engineer

Should Owner become insolvent or bankrupt, or commit a substantial breach of this Agreement and (a) fail to remedy the same within 10 days after written notice from Engineer if the breach constitutes a failure to pay money or (b) fail to commence to remedy the same within 10 days after written notice from Engineer and fail to proceed diligently in remedying the same if the breach is other than to pay money, then Engineer may suspend performance of the Services or terminate the applicable Request for Services. Should Engineer so terminate the applicable Request for Services, Engineer shall be paid for all costs incurred and compensation earned for Services performed to the date of termination and through demobilization, including any stand-by compensation and cancellation charges by subcontractors or vendors.

7.3 Suspension or Termination for Convenience

Owner reserves the right to suspend or terminate, for convenience, the Services under any Request for Services upon 10 days advance notice in writing to Engineer. Should the Services be so suspended or terminated by Owner, Engineer shall be paid all compensation earned for Services performed to the date of suspension or termination and through demobilization, including any stand-by compensation and cancellation charges by vendors and subcontractors. Should the Services be suspended for more than 90 days

6 Rev. 08/14/2014

in the aggregate, Engineer may terminate the Request and be compensated as set forth in Section 7.2.

ARTICLE 8 - GENERAL PROVISIONS

8.1 Independent Contractor

Engineer shall be an independent contractor with respect to the Services to be performed, except that any contracts and purchase orders for materials, equipment, supplies and related services pursuant to Sections 1.2.2 and 8.3 will be issued to Engineer as agent for Owner. Except as noted above, neither Engineer nor its subcontractors or vendors, nor the employees of either, shall be deemed to be the servants, employees, or agents of Owner. This Agreement shall not be construed to create any fiduciary relationship, joint venture, or partnership between the Parties.

8.2 Safety and Environmental Regulations

Engineer shall be responsible for the safety of its own employees at all times during the performance of any Request for Services. Engineer shall not, however, have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures of construction; for the acts or omissions of Owner’s contractors, vendors or suppliers; or for the safety or environmental precautions and programs in connection with the work performed by Owner’s contractors, vendors or suppliers. Engineer shall not be responsible for the adequacy or completeness of any other entity’s safety or environmental programs, procedures, or precautions at the job site, and Engineer shall not have the authority to stop such other entity’s work.

8.3 Pre-Existing Contamination

8.3.1 “Pre-existing Contamination” is any hazardous or toxic substance, material, or condition present at the job site that was not brought onto such site by Engineer. Notwithstanding anything in this Agreement to the contrary, title to, ownership of, and legal responsibility and liability for Pre-existing Contamination shall at all times remain with Owner. Owner agrees to release, defend, indemnify, and hold Engineer harmless from and against any and all liability and claims, including attorneys’ fees, that may in any manner arise in any way directly or indirectly from such Pre-existing Contamination.

8.3.2 Owner shall, at Owner’s sole expense and risk, arrange for handling, storage, transportation, treatment, and delivery for disposal of Pre-existing Contamination. Owner shall be solely responsible for obtaining a disposal site for such material. Owner shall look to the disposal facility and transporter for any responsibility or liability arising from improper disposal or transportation of such material. Engineer shall not have or exert any control over Owner in Owner’s obligations or responsibilities as a generator in the storage, transportation, treatment, or disposal of any Pre-existing Contamination. Owner shall complete and execute any forms or certificates relating to regulated activities, including generation, storage, handling, treatment, transportation, or

7 Rev. 08/14/2014

disposal of Pre-existing Contamination. In the event that Engineer executes or completes any such forms or certificates, Engineer shall be, and be deemed to have acted as, Owner’s agent.

8.3.3 For Engineer’s Services requiring drilling, boring, excavation, or soils sampling, Owner shall approve selection of the contractors to perform such services and all site locations, and provide Engineer with all necessary information regarding the presence of underground hazards, utilities, structures, and conditions at the site.

8.4 Force Majeure

Any delays in or failure of performance by Owner or Engineer, other than payment of money, shall not constitute a default if, and to the extent, such delays or failures of performance are caused by a force majeure event, defined as occurrences or circumstances beyond the control of Owner or Engineer, as the case may be, including, but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities; compliance with any order or request of any governmental authority; act or threat of war, terrorism, rebellion, or sabotage or damage resulting from such events; fires, explosions or accidents; riots or strikes or other concerted acts of workmen, whether direct or indirect; acts of nature or unusually severe weather such as volcanic eruption, landslide, wildfire, earthquake, flood, tornado, or hurricane; or any other causes, whether or not of the same class or kind as those specifically above named, which are not within the control of Owner or Engineer respectively, and which by the exercise of reasonable diligence, Owner or Engineer are unable to prevent. Either Party may terminate a Request for Services if performance is delayed by a force majeure event for more than 90 days in the aggregate, in which case Engineer shall be compensated as set forth in Section 7.2.

8.5 Rights to Work Product

8.5.1 Sealed original drawings, specifications, reports, and other engineering documents which Engineer prepares and delivers to Owner pursuant to this Agreement shall become the property of Owner when Engineer has been compensated for Services rendered. Nothing contained in this Section shall be construed as limiting or depriving Engineer of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Agreement. Engineer shall have the right to retain and use copies of drawings, documents, and engineering and other data furnished or to be furnished by Engineer.

8.5.2 Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of Engineer. Engineer grants to Owner an irrevocable (except in the event of a breach of this license), nonexclusive, royalty-free license to utilize Engineer’s proprietary property provided to Owner as part of the Services to the extent necessary for the construction, operation, maintenance, repair, or alteration of Owner’s facilities.

8 Rev. 08/14/2014

Owner shall not acquire any rights to any of Engineer’s, its subcontractors’, or vendors’ proprietary computer software that may be used in connection with the Services except as expressly provided in the Request for Services or as may be separately agreed.

8.5.3 All documents, including drawings, specifications, and computer software prepared by Engineer pursuant to a Request for Services are instruments of service in respect to the project set forth in the Request for Services (“Project”). They are not intended to be modified or represented to be suitable for reuse on extensions of the Project or any other project. Any such modification or reuse without prior written approval, and verification or adaptation by Engineer for the specific purpose intended will be a breach of the license granted by Engineer, and will be at Owner’s sole risk and without liability or legal exposure to Engineer. Owner agrees to release, defend, indemnify, and hold Engineer harmless from and against any and all liability and claims, including attorneys’ fees, that may in any manner arise in any way directly or indirectly from such modification or reuse. Any modification or reuse approval and verification or adaptation of documents will entitle Engineer to additional compensation at rates to be agreed upon by Owner and Engineer.

8.5.4 Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. Engineer makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed original drawings will govern.

8.5.5 No report furnished by Engineer, nor any Engineer statement or opinion, may be used for the purposes of a prospectus, other investment memorandum or other third party financing decision, except with Engineer’s prior written consent. Engineer’s consent may be conditioned on Owner obtaining and providing to Engineer a “non reliance” letter from each such third party. In addition, Engineer, in its sole discretion, may include in the report a “Special Notice” in the form set out in Exhibit B. Owner agrees to release, defend, indemnify, and hold Engineer harmless from and against any and all liability and claims, including attorneys’ fees, that may in any manner arise in any way directly or indirectly from Owner’s breach of this Section 8.5.5.

8.6 Confidentiality

8.6.1 Either Party (“Disclosing Party”) may supply the other Party (“Receiving Party”) with certain confidential or proprietary data or information regarding the Disclosing Party’s activities, work or projects and which the Disclosing Party considers confidential. Receiving Party covenants and agrees that it will not, except insofar as may be reasonably necessary for the performance of the Services or as required by law, without the prior permission of Disclosing Party, use, disclose, or permit to be disclosed, or, in case of documents, reproduce or

9 Rev. 08/14/2014

permit to be reproduced to any person confidential information acquired from or given by the Disclosing Party to Receiving Party in the course of carrying out Services under this Agreement.

8.6.2 For the purpose of this Section 8.6, “confidential information” shall include designs, drawings, plans, calculations, formulae, techniques and trade secrets or like information which has not been previously disclosed or reproduced without restriction by Disclosing Party or has not become public knowledge; provided, Receiving Party shall be under no liability to treat the information received as confidential unless Disclosing Party marks the information as “confidential” or “proprietary” or, if the information is not in written form, advises Receiving Party at the time of disclosure that said information is confidential.

8.6.3 All confidential information disclosed by Disclosing Party shall remain the property of Disclosing Party, shall be returned or destroyed upon written request, and shall be used by Receiving Party strictly for the performance of this Agreement and no other purpose; provided, Receiving Party may retain a record copy of all such information for archival purposes.

8.6.4 Receiving Party’s confidentiality obligation shall not extend to information which: (a) at the time of disclosure, is or becomes a part of the public domain by publication or otherwise through no fault of Receiving Party; (b) Receiving Party can show was in its possession at the time of disclosure; or (c) is subsequently disclosed to Receiving Party by a third party, which information Receiving Party reasonably believes has not been wrongfully acquired, directly or indirectly, from Disclosing Party.

8.6.5 Receiving Party shall not be restricted in any way from releasing information, including confidential information, in response to a subpoena, court order, or other legal process, or as may be legally compelled by any tribunal or governmental or regulatory authority, but in such event, shall notify Disclosing Party of the demand for information before Receiving Party responds to such demand.

8.6.6 The restrictions on confidentiality and use shall be binding for five years after the termination or completion of the applicable Request for Services under which the confidential information was disclosed.

8.7 Representations and Remedies

Engineer makes no representations, covenants, warranties, or guarantees, express or implied, other than those expressly set forth in this Agreement. The Parties’ rights, liabilities, responsibilities and remedies with respect to the Services shall be exclusively those expressly set forth in this Agreement and are in lieu of any others available at law or otherwise.

10 Rev. 08/14/2014

8.8 Damages

Having considered the risks and potential liabilities that may arise out of the Services, the benefits of the Services and in specific consideration of the promises contained in this Agreement and other valuable consideration receipt of which is acknowledged, Owner and Engineer allocate and limit such liabilities in accordance with this provision. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law:

8.8.1 In no event shall Engineer (or any of Engineer’s related companies) be liable to Owner for any loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power; governmental and regulatory sanctions; and claims of customers for such damages; or for any special, consequential, incidental, indirect, punitive, or exemplary damages in any way arising from or related to the performance of this Agreement.

8.8.2 The total cumulative liability of Engineer and any of Engineer’s related companies to Owner for all claims, losses, damages, and expenses in any way arising from or related to the performance of this Agreement shall not be greater than the compensation received by Engineer under the applicable Request for Services.

8.8.3 Owner releases, indemnifies, and agrees to hold Engineer harmless from any liability arising from Owner’s or Owner’s assignee’s, ownership, use or operation of Owner’s facilities.

8.8.4 Except as provided in any express warranty to the Owner provided by Engineer’s direct or indirect subcontractors and vendors of any tier, such subcontractors and vendors, and their directors, officers, partners, employees, and agents shall not be liable to the Owner for any claim, loss, damage, expense, or injury of any kind (“Claims”), and Owner waives all such Claims.

8.9 Audit and Maintenance of Records

Owner shall have the right to audit and inspect Engineer’s records and accounts covering reimbursable direct costs, if any, at all reasonable times during the performance of the Services and for a period of one year after performance under the applicable Request for Services; provided, however, that the purpose of any such audit shall be only for verification of such costs. Engineer shall not be required to keep records of or provide access to those of its costs expressed as fixed rates, a lump sum, or of costs which are expressed in terms of percentages of other costs. Engineer’s records shall be subject to audit one time.

8.10 Assignment

This Agreement shall not be assignable by either Party without the prior written consent of the other Party, except that it may be assigned without such consent to the successor of

11 Rev. 08/14/2014

either Party, or to a person, firm, or corporation acquiring all or substantially all of the business assets of such Party, or to a related entity, an affiliate or wholly owned subsidiary of either Party, but such assignment shall not relieve the assigning Party of any of its obligations under this Agreement. No assignment of this Agreement shall be valid until this Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.

8.11 Subcontracts

Engineer may subcontract any portion of the Services to a subcontractor approved by Owner. In no case shall Owner’s approval of any subcontract relieve Engineer of any of its obligations under this Agreement. Notwithstanding the above, Engineer may have all or portions of the Services performed by its related and affiliated entities or their employees without Owner’s consent, in which event Engineer shall be responsible for such Services and Owner shall look solely to Engineer as if the Services were performed by Engineer.

8.12 Notices

All legal notices pertaining to this Agreement shall be in writing and shall be sufficient when sent by overnight mail, courier service, or certified mail, postage prepaid, return receipt requested, to:

Owner: Engineer: Black & Veatch Corporation Attention: Legal Division 11401 Lamar Avenue Overland Park, KS 66211 8.13 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written representations, understandings, proposals, or communications between the Parties. This Agreement may not be changed, modified, or amended except in writing signed by the Parties. In the event of any conflict between this Agreement and any of the Agreement’s exhibits, the terms and provisions of this Agreement shall control. In the event of any conflict among the exhibits, the exhibit of the latest date shall control.

8.14 Interpretation

8.14.1 In the event of any controversy, claim or dispute between the Parties arising out of or relating to this Agreement, including its enforcement, such controversy, claim or dispute shall be governed by and interpreted in accordance with the

12 Rev. 08/14/2014

laws of England and Wales, excluding provisions which would apply the laws of another jurisdiction; provided however, it is not the intent of the Parties to render any provision of this Agreement void or unenforceable by the selection of the governing law. Any provision of this Agreement that would be void or unenforceable under the foregoing governing law, except for reasons of the expiration of any statutory or other time period, shall instead be governed by the law of a jurisdiction that would maintain the intent of the Parties that each provision of this Agreement shall be enforceable according to its terms.

8.14.2 Headings and titles of Articles, Sections, paragraphs, and other subparts of this Agreement are for convenience of reference only and shall not be considered in interpreting the text of this Agreement.

8.14.3 Releases, waivers and limitations expressed in this Agreement concerning liability and remedies shall apply even in the event of the fault, tort (including negligence), strict liability, breach of contract or warranty, or other basis of liability of the Party released or whose liability is limited or against whom remedies have been limited, and shall extend to the officers, directors, partners, employees, licensors, agents, subcontractors, vendors and related entities of such Party.

8.14.4 In the event any portion or all of this Agreement is held to be void or unenforceable, the Parties shall amend the Agreement to reflect the original intent of the Parties as set forth in this Agreement.

8.14.5 The prevailing Party, in whole or in part, shall be entitled to reimbursement for all costs and reasonable attorneys’ fees in any legal action brought against the other Party based on a breach of this Agreement.

8.14.6 In the event Owner uses a purchase order form to administer this Agreement, the use of such form shall be for convenience purposes only, and any preprinted terms and conditions contained in or on such forms shall be deemed stricken and null and void.

8.14.7 Since Engineer has no control over the cost of labor, materials, or equipment furnished by others, over methods of determining prices used by others, over competitive bidding or market conditions, or over the resources provided by others to meet project schedules, Engineer’s opinion of probable costs and of project schedules shall be made on the basis of experience and qualifications as a professional engineer. Engineer does not guarantee that proposals, bids, or actual project costs will not vary from Engineer’s cost estimates or that actual schedules will not vary from Engineer’s projected schedules.

8.14.8 The provisions of this Agreement are intended for the sole benefit of Owner and Engineer, and subcontractors, vendors and others to the extent expressly provided in this Agreement. The Parties agree there are no third party beneficiaries to this Agreement other than those subcontractors, vendors and

13 Rev. 08/14/2014

others expressly contemplated, and then only to the extent contemplated, by the terms of this Agreement.

8.14.9 Technical information, technical data, software, services, assistance, equipment or materials (collectively “Data”) furnished by Engineer in connection with this Agreement shall at all times be subject to the export control laws of the United States of America (“USA”). Each Party agrees that no Data, or any product thereof, shall be exported or re-exported directly or indirectly without the written permission of Engineer. If such information is exported or re-exported in violation of the laws and regulations of the USA, the Party in violation of such laws and regulations agrees to assume the sole responsibility and expense for obtaining the necessary licenses and authorizations to export or re-export such Data, or any product thereof, and to obtain the benefit of any such license or authorization for and on the behalf of the other Party. This Export Control provision will survive any expiration or termination of this Agreement.

8.15 Disputes

8.15.1 In the event of any controversy, claim or dispute between the Parties arising out of or relating to this Agreement, including its enforcement, such controversy, claim or dispute, including disputes regarded as such by only one of the Parties, the Parties shall negotiate in good faith to resolve such dispute, including third party mediation, if the Parties so agree.

8.15.2 If no settlement is achieved, then either Party may submit the claim or dispute to be administered by the Singapore International Arbitration Centre (“SIAC”). The SIAC shall apply its arbitration rules as currently in force. Each Party irrevocably submits to the exclusive jurisdiction of the SIAC. Unless otherwise agreed by the Parties, arbitration proceedings shall be held in Singapore and conducted in the English language.

8.15.3 The arbitral tribunal shall consist of three arbitrators, each of whom shall be fluent in English. The tribunal's decision shall be final and binding upon the Parties, and such decision shall not be subject to modification or appeal, except as allowed by the SIAC rules. All awards shall be payable in United States dollars. The costs of arbitration, including legal representation and assistance, shall be borne by the unsuccessful Party. In no event shall the tribunal award punitive or criminal damages or sanctions.

8.15.4 The Parties agree to complete compliance with the terms of the tribunal's decision without delay. Interest at the rate of one percent per month on any award, or portion thereof, that has not been paid, shall begin to run on the 45th day following the date of the tribunal's decision. If a Party fails to comply with the tribunal's decision, the tribunal’s decision may be filed for recognition and enforcement in a court located in any country which is signatory to the United Nations Convention on Recognition and Enforcement of Foreign Arbitral Awards (the “Convention”) or in any court otherwise having jurisdiction. Each

14 Rev. 08/14/2014

Party irrevocably submits to the jurisdiction of such courts, and no review of the award shall be permitted in such enforcement actions except for the limited defenses provided in the Convention. The Parties agree that any fees and costs, including interest on the tribunal's award, incurred by the prevailing Party in such enforcement action shall be awarded by the enforcing court.

8.16 Language

English shall be the controlling language of this Agreement. Translations of this Agreement, if any, are for convenience only and may not to be used to construe or interpret the meaning or intent of the Parties to this Agreement.

8.17 Authorized Signatory

Owner shall designate an authorized representative to sign this Agreement on its behalf, with satisfactory evidence of legal authority of the person signing being provided to Engineer prior to execution of this Agreement. If Owner fails to provide satisfactory evidence of legal authority, Engineer may withhold any work products until such evidence is provided, and may terminate this Agreement if such legal authority is not provided within 30 days after Engineer’s notice to Owner requesting such information.

IN WITNESS WHEREOF, the Parties through their authorized representatives have signed this Technical Services Agreement, with the Effective Date referenced above. BLACK & VEATCH By By (Signature) (Signature) By By (Name Printed) (Name Printed) Title Title

15 Rev. 08/14/2014

EXHIBIT A REQUEST FOR SERVICES

ENGINEERING SERVICES

TECHNICAL SERVICES AGREEMENT

Between

(“Owner”)

And

Black & Veatch (“Engineer”)

Pursuant to the terms and conditions of the Technical Services Agreement executed and made effective as of , by and between (“Owner”) and Black & Veatch (“Engineer”), Owner requests Engineer to perform the following Services:

A. Scope of Services: B. Schedule: C. Additional Owner’s Responsibilities: D. Compensation: E. Monthly Billing: Commencing on or about the first day of the calendar month following execution of this Agreement, and monthly thereafter, Engineer shall furnish Owner with an invoice covering the compensation as set forth above incurred during the previous month and any interest due under this Agreement. Owner shall pay each billing within 15 days of its receipt. F. Method of Payment: Payments to be made to Engineer under this Agreement shall be electronically transferred either by ACH, specifically in CCD+ or CTX format, or wire transfer to the bank account and in accordance with the bank instructions identified in Engineer’s most recent invoice in immediately available funds no later than the payment due date. Invoice number and project name shall be referenced in the bank wire reference fields or the ACH addenda information.

16 Rev. 08/14/2014

G. Invoice Disputes: In the event Owner disputes any invoice item, Owner shall give Engineer written notice of such disputed item within 10 days after receipt of such invoice and shall pay to Engineer the undisputed portion of the invoice according to the provisions hereof. If Owner fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of one percent per month, or the maximum amount allowed by law if less, from the date due until paid according to the provisions of this Agreement. Interest shall not be charged on any disputed invoice item that is finally resolved in Owner’s favor. Payment of interest shall not excuse or cure any default or delay in payment of amounts due. This Request for Services and the above-referenced Agreement constitute the complete understanding of the Parties with respect to the Services specified above. IN WITNESS WHEREOF, the Parties have executed this Request for Services on the date(s) indicated below. BLACK & VEATCH By: ______________________________ By: ______________________________ By: ______________________________ By: ______________________________ (Name Printed) (Name Printed) Title: _____________________________ Title: _____________________________ Date: _____________________________ Date: _____________________________

17 Rev. 08/14/2014

EXHIBIT B

SPECIAL NOTICE

Acceptance of this report, or use of any information contained in this report, by any party receiving this report (each a “Recipient”) shall constitute an acknowledgement and acceptance by such Recipient of, and agreement by such Recipient to be bound by, the following: (1) This report was prepared for (“Owner”) by Black & Veatch (“B&V”) and is based on information not within the control of B&V. In preparing this report, B&V has assumed that the information, both verbal and written, provided by others is complete and correct without independent verification. B&V does not guarantee the accuracy of the information, data or opinions contained in this report and does not represent or warrant that the information contained in this report is sufficient or appropriate for any purpose. (2) This report should not be construed as an invitation or inducement to any Recipient or other party to engage or otherwise participate in the proposed or any other transaction, to provide any financing, or to make any investment. (3) Recipient is not entitled to make any copies of any portion of this report, use extracts or transmit any part of this report to any other party in any form, including without limitation electronic or printed media of any kind. (4) TO THE FULLEST EXTENT PERMITTED BY LAW, B&V’S TOTAL LIABILITY, ON A CUMULATIVE AND AGGREGATE BASIS, TO OWNER AND ALL RECIPIENTS AND OTHER PARTIES, RESULTING FROM B&V’S ACTIONS IN RELATION TO THE CREATION AND DISSEMINATION OF THIS REPORT, WILL BE LIMITED TO THE AMOUNT OF COMPENSATION (EXCLUSIVE OF THE REIMBURSEMENT OF COSTS AND EXPENSES) ACTUALLY RECEIVED BY B&V FROM OWNER FOR THE CREATION OF THIS REPORT UNDER THE AGREEMENT BETWEEN B&V AND OWNER. Recipient hereby waives any right to seek or collect damages in excess thereof and releases B&V from any and all damages or losses which, if required to be paid to Recipient, would result in B&V paying total damages to any and all parties, including Owner and all Recipients, in an amount that would exceed the limit set forth in the previous sentence. The above terms and conditions are governed by and shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York. IF ANY RECIPIENT IS NOT WILLING TO ACKNOWLEDGE AND ACCEPT, OR AGREE TO, THE TERMS SET FORTH ABOVE, IT MUST RETURN THIS REPORT TO B&V IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE (INCLUDING DISCLOSURE) THEREOF. A RECIPIENT’S FAILURE SO TO RETURN THIS REPORT SHALL CONSTITUTE ITS ACKNOWLEDGEMENT AND ACCEPTANCE OF AND AGREEMENT TO THE TERMS SET FORTH ABOVE

B. SAMPUL HARGAapps.pp-epc.com/eproc/upload_file/selection... · Black & Veatch’s price includes...

Documents

Transcript of B. SAMPUL HARGAapps.pp-epc.com/eproc/upload_file/selection... · Black & Veatch’s price includes...