OPERATIONAL COLLABORATION AGREEMENT (OCA)

Number. ……………………………

DEVELOPMENT PROJECT

……………………………………………………………………

BETWEEN :

PT. PACIFIC ………………………………………………………..

WITH

PT. PRAKAWIJA………

PERTAINING TO APARTMENT PROJECT ………………….

LOCATED IN ……………………

2021
 OPERATIONAL COLLABORATION AGREEMENT (OCA)
Number : ……………………………

BETWEEN

PT……………………………………….

AND

PT……………………………………….

PERTAINING

DEVELOPMENT OF APARTMENT ……………….

LOCATED IN …………………………

2021

Today …………… date …… month …… …………. year …….. (20-06-2021) located in

Jakarta, each of us signed below :

Name : PT. PACIFIC

Occupation :

TIN :

Address :

Based on authority and occupation as Main Director to represent and act for and on behalf of
______________________ address _______________________ Notary Number : ________
date _______________ published in _____________. Notary _____________. next in this
agreement shall be referred as the FIRST PARTY.
Name : PRAKAWIJA DEGADANA

Occupation :

TIN :

Address :

Based on authority and occupation as Main Director to represent and act for and on behalf of PT
…………………. shall be referred as the SECOND PARTY.

The FIRST PARTY and The SECOND PARTY together to be called as THE PARTIES, and
THE PARTIES agreed to bound themselves within an agreement which next will be and poured
into “Letter of Operational Collaboration Agreement (OCA)” founded by mutual agree and trust
with terms and provision as follows :

ARTICLE 1
DEFINITION

Operational Collaboration (OCA) referred to here is form of collaboration between two or more
business entities/companies which are incorporated, with a specific purpose by mutual
understanding and agreement to obtain mutual benefits in a fair and transparent manner.

ARTICLE 2
INTENTION AND OBJECTIVITY

Intention of Operational Collaboration Agreement (OCA) here is a form of collaboration

between two or more incorporated corporation which mutually profitable, mutual trust in order to
be ready as construction service provider, general trading as well procurement of goods and
services.

Objectivity of this agreement formed is to avail an understanding THE PARTIES to bind within
a single vessel of management together to materialize shared goals with fair and transparent
distribution of business results.

The benefit of principle from this Operational Collaboration (OCA) is defined in order for THE
PARTIES to gain positive value from collaboration agreement, among others :

1. The FIRST PARTY with finance ability to give financial support for projects executor
SECOND PARTY until gain profits from project activities by SECOND PARTY.
2. The SECOND PARTY with the technical capability of implementing agency
classification projects business can fully support project implementation activities so that
 allows to complete projects both medium and large scale large scale well with financial
support from the FIRST PARTY

ARTICLE 3
SCOPE OF THE AGREEMENT

The scope of the Agreement referred to in this article is the FIRST PARTY and the SECOND
PARTY agreed to work together to complement each other on the potential of each company to
achieve common goals with the details and positions of each are as follows :

1. The FIRST PARTY is a supporting company or individual financial and projects from
the first PARTY. Until the implementation of the project can run well without any
financial constraints.
2. The SECOND PARTY is a contractor company providing construction services that has
the obligation to prepare a company that is able to work on projects from the FIRST
PARTY, or projects from a THIRD PARTY/CLIENT and is able to hold/provide a
technical team as the executor of work in the field and is responsible for completing the
work. from third parties/clients and can provide satisfaction guarantees to customers for
every task assigned to the SECOND PARTY.
3. The PARTIES are jointly responsible for the smoothness and continuity of this
collaboration with their respective capacities and are responsible for the development and
progress of the joint business.

The PARTIES agree that the scope of the agreement is to run a joint business with the areas of
expertise possessed by the PARTIES and can be developed into other business fields as long as
the PARTIES deal and agree.

ARTICLE 4
TERM OF AGREEMENT ENTRY

1. The PARTIES agree that the validity period of this agreement is as long as the SECOND
PARTY in carrying out its activities is funded by the FIRST PARTY and or in
accordance with the time schedule of all work projects from the employer from the time
this agreement is signed, with the due date one day before the date of signature and
expiration schedule or until the last handover of the collaborated project in accordance
with the duration of the validity of each project.
2. If deemed necessary and the PARTIES agree, this agreement may be extended in
accordance with the agreement of the PARTIES and may add additional articles or
revised articles as long as it does not harm one side of the PARTY.
 3. This agreement applies to projects which are obtained by the PARTIES and are intended
to be cooperated with the approval of the PARTIES in accordance with the agreement set
forth in this agreement.
4. As referred to in Article 3 paragraph 1 and paragraph 2 in this agreement letter, if there
are new things as long as the previous agreement is in effect which is corrective and
mutually beneficial to the PARTIES, the amendment/addition to the article can be made a
separate addendum which has the same legal force with the articles in this agreement.
5. As in Article 3 paragraph 1, the end of this collaboration is after all projects funded by
the final hand over (FHO) have been signed and handed over by the owner or consultant,
which means that the project responsibility has become the full responsibility of the
owner. The retention that is returned will be divided as profit sharing in accordance with
the agreed profit sharing pattern.

ARTICLE 5
PATTERN FOR BUSINESS RESULTS

The Profit Sharing Pattern System agreed upon by the FIRST PARTY and the SECOND
PARTY are as follows :

1. Receipt of Business Results/Profits that are part of the value that will be given to EACH
PARTY/PARTY is net business profit after deducting all costs including: production
costs, field management costs and head office management, overhead costs, applicable
taxes, project mediation costs, as well as the rights of other parties related to this business
including the THIRD PARTY/project owner.
2. The FIRST PARTY as a provider of working capital as well as the financial
implementation team is entitled to a profit share of 55% (fifty percent) of the net profit as
referred to in article 4 paragraph 1.
3. The SECOND PARTY as the provider of implementing companies, providers of
construction work projects, and technical personnel implementing the work is entitled to
a profit share of 45% (fifty percent) of the net profit as referred to in article 4 paragraph 1.

ARTICLE 6
RESPONSIBILITY OF THE PARTIES

THE SECOND PARTY :

1. Responsible for providing companies that are competent in their fields and carry out the
work of the FIRST PARTY to completion (until the handover of the second work / Final
Hand Over).
 2. Together with the FIRST PARTY, responsible for the calculation of construction project
costs, both bidding and calculation of the implementation budget and can provide an
explanation to the FIRST PARTY as part of a profitable business explanation in this
collaboration and/or discussed with the FIRST PARTY team who are experts in
calculating construction work financing.
3. Responsible for providing professional and expert staff for the implementation of
construction work projects and or collaboration with a team of experts from the FIRST
PARTY as joint management.
4. Responsible for the management of construction project implementation starting from
preparation to completion of the project on time, on budget and with right quality.
5. Together with representatives of the FIRST PARTY to coordinate in the field of financial
cash flow for project implementation and financial reporting.
6. Responsible together with the team from the FIRST PARTY to coordinate with the
Project Owner until the issuance of payment guarantees and payment of work progress.
7. Placing a representative from the SECOND PARTY who will be appointed as a Deputy
Team Leader from the FIRST PARTY.
8. Prepare a Management Committee with the FIRST PARTY for the implementation of the
work in order to obtain an efficient Project organizational structure.
9. Keeping all company secrets together with any party
10. Able to maintain and develop this join business for mutual progress
11. Act honestly and transparently with collaboration partners or the FIRST PARTY.
12. Maintain the good name of the FIRST PARTY.

THE FIRST PARTY :

1. Responsible together with the SECOND PARTY to take into account all business risks
before work begins.
2. Responsible for the availability of working capital and collateral in the form of bank
instruments if needed as a banking requirement requested by the project owner/owner as
long as it is bankable and bank system and is banking safe, especially for the SECOND
PARTY.
3. Willing to be a beneficiary if the payment from the owner / project owner is in the form
of payment guarantees in the form of SKBDN, BG or SCF and financial management for
projects in collaboration with the SECOND PARTY must be transparent, honest and
open with a joint signature each expenditure / use of the project budget.
4. Willing to prepare and issue guarantees as bank counters on every cash payment up front
by the Project Owner/Owner to the Implementing Contractor (THE SECOND PARTY
KSO with FIRST PARTY) if required by the Project Owner / the Owner.
5. Together with the SECOND PARTY Responsible for the calculation of construction
project costs, both bidding and calculation of the implementation budget and can provide
 an explanation to the FIRST PARTY as part of a profitable business explanation in this
collaboration and or discussed with a team from the FIRST PARTY who is an expert in
financing calculations construction work.
6. Placing a representative or team of experts in the field of Construction and finance as a
team leader for this work until the completion of the project.
7. Prepare a Management Committee with the SECOND PARTY for the implementation of
the work in order to obtain an efficient Project organizational structure.
8. Able to keep all company secrets together with other parties.
9. Act honestly and transparently to collaboration partners or SECOND PARTY.
10. Keeping the good name of the SECOND PARTY.

ARTICLE 7
BANKING IDENTITY INFORMATION

Open a Joint Account for the Company's Operational purposes which will be signed by a
representative of the PARTIES.

ARTICLE 8
ADDENDUM

Other things that have not been included in this Agreement may be added through/into an
Addendum (Supplementary Agreement) in the Collaboration Agreement where the intent and
purpose are inseparable and have the same legal force as the original agreement.

The PARTIES protect each other from the contents of this Agreement that are valid for the
duration of the Agreement and any information leakage caused by the negligence of each Party
may be subject to legal sanctions in force in the territory of the Republic of Indonesia.

ARTICLE 9
FORCE MAJEURE

Force Majeure is a condition that causes the PARTIES to not fulfill the clauses in this
Collaboration Agreement due to an event that is not due to the PARTIES' fault. Which events are
unknown or unpredictable in advance and beyond human capabilities and have a significant
effect on the continuity of the Agreement.

This collaboration is like Natural Disasters, Riots, Earthquakes, War, Fires and changes in
Government Monetary policies, the PARTIES agree to deliberation and mutual understanding.
 ARTICLE 10
DISPUTE RESOLUTION

The PARTIES agree that if in the implementation of the above-mentioned Collaboration

Agreement a dispute arises, it will be resolved by means of family deliberation to reach a
consensus. However, if in this way an agreement is not reached, then the PARTIES agree to
resolve it through legal channels, by appointing the office of the Registrar of the local District
Court.

ARTICLE 11
CLOSING

This agreement is considered valid and effective after being signed by the PARTIES and made in
2 (two) copies, affixed with sufficient stamp duty or notarized in accordance with applicable
laws and regulations and has the same legal force.

Jakarta, January …., 2021

THE FIRST PARTY THE SECOND PARTY

(………………………) (………………………)

WITNESSES FROM THE FIRST PARTY AND THE SECOND PARTY

WITNESSES :

1. ………………………………….. ___________________
From the FIRST PARTY

2. ………………………………….. ___________________
From the FIRST PARTY

3. ………………………………….. ___________________
From the SECOND PARTY

4. ………………………………….. ___________________
From the SECOND PARTY