Pak Andi, Berikut adalah penawaran dari BV, mohon di review bersama pak Kuswarto, rencananya akan saya

undang ke Imeco pada hari Jumat jam 14:00 untuk presentasi hal ini yang kemudian diikuti oleh presentasi teamworx untuk detail engineering dan project management. Penawaran teamworx sudah saya berikan Bapak pada saat hand over di Imeco. Wassalam, Agung Sucahyo

From: Wahyono, Is D. [mailto:WahyonoID@bv.com] Sent: Friday, June 10, 2011 2:30 PM To: Agung Sucahyo Subject: TSA for Senipah.docx

Pak Agung, Tolong dipelajari apakah scope yang terlampir ini sudah cukup atau belum kalau belum tolong ditambahkan Regards IS dwi TECHNICAL SERVICES AGREEMENT THIS AGREEMENT, for the performance of professional engineering services, is executed and made effective as of between PT , a corporation organized under the laws of Indonesia ("Client") and Black & Veatch International Company, a corporation organized under the laws of the State of Missouri, U.S.A. ("Engineer"). IN CONSIDERATION of the covenants hereinafter set forth, Client 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 ("Services") for a fee (Fee) in connection with various of Client's facilities (Facilities) in accordance with written Requests for Services issued by Client and agreed to by Engineer from time to time during the term of this Agreement. Such Requests for Services shall be attached as separate Exhibits A and B hereto. Such Requests for Services shall make specific reference to this
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Agreement and shall be subject to Engineer's written acceptance. Engineer shall accept or decline a Request for Services as promptly as practicable under the circumstances. A Request for Services shall not amend or add to this Agreement in any respect except to describe the new Scope of Services, the Schedule therefore, any additional Clients Responsibilities, and the applicable Compensation terms. Additional or conflicting contractual terms or conditions may be added only by formal written amendment to this Agreement and not through Requests for Services. Any such additional or conflicting terms and conditions contained in Requests for Services shall be of no force or effect. 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 Client; 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 as independent contractors; and 1.2.4 Appoint one or more individuals who shall be authorized to act on behalf of Engineer and with whom Client 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 the performance of the parties hereunder. 1.3 Client's Responsibilities

Client 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 Client which are necessary for the performance of the Services;

1.3.2 Provide Engineer with all necessary for the completion of the Services;

specifications

1.3.3 Provide Engineer with soil data evidencing that the site is clean and free of above ground and underground obstructions, fissures, faults and other similarly hidden features which will interfere with the completion of the Services; 1.3.4 Advise Engineer of the existence and undertake the abatement and disposal of all hazardous materials, including, but not limited to, asbestos, polychlorinated biphenyls (PCB) and radioactive material and other toxic substances, encountered by Engineer in the performance of the Services; and 1.3.5 Appoint an individual who shall be authorized to act on behalf of Client, with whom Engineer may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon Client as to all matters pertaining to this Agreement and the performance of the parties hereunder. 1.4 Changes It is the desire of the parties to keep changes in the scope of Services at a minimum. The parties recognize, however, that such changes may become necessary and agree that they shall be handled as follows: Client 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 Client a cost estimate of the change which shall include the adjustment to Fee applicable thereto. Engineer shall be reimbursed for the costs incurred to prepare such estimate. Client shall advise Engineer in writing of its approval or disapproval of the change. If Client approves the change, Engineer shall perform the Services as changed. Engineer may initiate changes by advising Client in writing that in Engineer's opinion a change is necessary. If Client agrees, it shall advise Engineer and, thereafter, the change shall be handled as if initiated by Client. ARTICLE 2 COMPENSATION AND TERMS OF PAYMENT Client shall pay and Engineer shall accept in full consideration for the Services the Compensation described in each Request for Services. All compensation shall be in U.S. Dollars. ARTICLE 3 - WARRANTY
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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 Client has notified Engineer in writing of any such error within that period, Engineer shall re-perform, at no additional cost to Client, such Services within the original Scope of Services as may be necessary to remedy such error. 3.2 Third-Party Items Engineer shall, for the protection of Client, use reasonable efforts to obtain from all vendors and subcontractors from whom Engineer procures equipment, materials, or services for the project guarantees with respect to such equipment, materials, and services. Such guarantees shall be made available to Client to the full extent of the terms thereof. Engineer's liability, with respect to such equipment and materials obtained from vendors or services obtained from subcontractors, shall be limited to using reasonable efforts to obtain guarantees from such vendors or subcontractors and rendering all reasonable assistance to Client for the purpose of enforcing the same on a cost reimbursable basis. 3.3 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 Client or third parties retained by Client. 3.4 Limitations

The obligations and representations contained in this Article 3 are Engineer's sole warranty and guarantee obligations and Client's exclusive remedy in respect of quality of the Services. Client's failure to (a) properly operate and maintain the 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 3, ENGINEER MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ENGINEER'S SERVICES AND ENGINEER DISCLAIMS ANY IMPLIED
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WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This Article 3 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 4.1 Bodily Injury and Property Damage Liability

Engineer shall indemnify and hold Client harmless from any and all claims, liabilities, damages, and costs (including reasonable attorney's fees directly related thereto) 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 herein) if and to the extent caused by the negligence or willful misconduct of Engineer. ARTICLE 5 - INSURANCE 5.1 Commitment

During the performance of the Services, Engineer shall maintain insurance policies as follows: 5.1.1 Workers' Compensation and/or all 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 $100,000 each accident; 5.1.2 Commercial General Bodily Injury and Property Damage Liability insurance with limits of $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 $1,000,000 for bodily injury and property damage liability. Such policies shall include Contractual Liability coverage. Engineer agrees to name Client as Additional Insured on such policies, but only to the extent of Engineer's negligence under this Agreement and only to the extent of the insurance limits specified herein. 5.1.3 Professional Liability Insurance with limits of $1,000,000 per occurrence 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 Client with certificates of insurance evidencing the above described coverage prior to the start of Services, and annually thereafter, if required by Client. Such certificates shall provide that the applicable insurance policies have been endorsed to provide a minimum of thirty days advance notice to Client in the event of cancellation, material change, or nonrenewal. 5.3 The Project and Existing Property

As between Engineer and Client, Client 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 Client and any items at the job site or in transit thereto (including, but not limited to, construction work in progress) however such loss or damage shall occur, including the fault or negligence of Engineer. Client 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 Client may carry. If Client purchases, or causes a construction contractor to purchase, a builders-all risk or other property insurance policy for a project, Client shall require that Engineer be included as a named insured on such policy without liability for the payment of premiums. 5.4 Project Contractors

Client shall require all project contractors under contract with Client to include Client and Engineer as additional insureds on their General Liability insurance policies (such policies to be primary and noncontributing). Further, Client shall obtain and maintain for the benefit of Engineer the same indemnities and insurance benefits obtained for the protection of the Client from any construction contractor and subcontractor working on the project and shall obtain from that contractor and subcontractor insurance certificates evidencing the required coverages. ARTICLE 6 - COMPLETION AND ACCEPTANCE 6.1 Scheduled Completion

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

6.2

Acceptance

When Engineer deems it has completed the Services under a particular Request for Services, it shall so notify Client in writing. Within ten working days thereafter, Client shall advise Engineer in writing of any deficiencies in the Services for which Engineer is responsible under this Agreement. As soon as any such deficiencies are corrected (or as soon as the ten working day period for such notice has expired, if Client does not advise Engineer of any such defects within the period), Client shall accept the Services under that Request for Services in writing or they shall be deemed accepted. ARTICLE 7 - TERMINATION AND CANCELLATION 7.1 Termination by Client

Should Engineer become insolvent or bankrupt, or commit a substantial breach of this Agreement, and thereafter fail to commence proceedings in good faith to remedy such breach within ten days after receipt of written demand by Client, Client may terminate this Agreement. Upon any such termination, Engineer shall be compensated for all costs incurred and Fee earned for Services then performed in accordance with the provisions of the applicable Request for Services. 7.2 Termination by Engineer

Should Client become insolvent or bankrupt, or commit a breach or default of any of the covenants or obligations hereunder, and thereafter (a) fail to remedy the same within ten days after written notice thereof from Engineer if the breach constitutes a failure to pay money or (b) fail to commence proceedings to remedy the same within ten days after written notice thereof from Engineer and thereafter fail to proceed diligently in remedying the same if the breach is other than to pay money, then Engineer may terminate this Agreement. Should Engineer so terminate this Agreement, it shall be paid for all costs incurred and Fee earned for Services performed to the date of termination and through demobilization, including any cancellation charges by subcontractors or vendors, all in accordance with the applicable Request for Services. 7.3 Cancellation for Convenience

Client reserves the right to cancel, for convenience, the Services under any Request for Services upon notice in writing to Engineer. Should the Services be so canceled by Client, Engineer shall be paid for all Fee earned for Services performed to the date of
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cancellation and through demobilization, including any cancellation charges by vendors and subcontractors, all in accordance with the applicable Request for Services. ARTICLE 8 - GENERAL PROVISIONS 8.1 Independent Contractor Engineer shall be an independent contractor with respect to the Services to be performed hereunder, except that any contracts and purchase orders for materials, equipment, supplies and related services pursuant to this agreement will be issued by Engineer as agent for Client. Except as hereinabove noted, neither Engineer nor its subcontractors or vendors, nor the employees of either, shall be deemed to be the servants, employees, or agents of Client. 8.2 Safety and Environmental Regulations

Engineer shall make every reasonable effort to perform the Services in a manner consistent with the Facilities being capable of complying with all applicable safety legislation and with applicable environmental laws, rules, and regulations in force at the time of development of designs. Engineer shall also 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 Clients contractors, vendors or suppliers; or for the safety or environmental precautions and programs in connection with the construction work performed by Client's construction contractors. Engineer shall not be responsible for the adequacy or completeness of any construction contractor's safety or environmental programs, procedures, or precautions, and Engineer shall not have the authority to stop work. 8.3 Pre-Existing Conditions 8.3.1 Anything herein to the contrary notwithstanding, title to, ownership of, and legal responsibility and liability for any and all pre-existing contamination shall at all times remain with Client. "Pre-existing contamination" is any hazardous or toxic substance, material, or condition present at the site or sites concerned which was not brought onto such site or sites by Engineer for the exclusive benefit of Engineer. Client agrees to release, defend, indemnify, and hold Engineer harmless from and against any and all liability which may in any manner arise in any way directly or indirectly
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caused by such pre-existing contamination except if, and then only to the extent, such liability is caused by Engineer's sole negligence or willful misconduct. 8.3.2 Client shall, at Client's sole expense and risk, arrange for handling, storage, transportation, treatment, and delivery for disposal of pre-existing contamination. Client shall be solely responsible for obtaining a disposal site for such material. Client 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 Client in Client's obligations or responsibilities as a generator in the storage, transportation, treatment, or disposal of any pre-existing contamination. Client shall complete and execute any governmentally required forms relating to regulated activities including, but not limited to, generation, storage, handling, treatment, transportation, or disposal of pre-existing contamination. In the event that Engineer executes or completes any governmentally required forms relating to regulated activities including, but not limited to, storage, generation, treatment, transportation, handling, or disposal of hazardous or toxic materials, Engineer shall be, and be deemed to have acted as, Client's agent. 8.3.3 For Engineer's Services requiring drilling, boring, excavation, or soils sampling, Client 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 Client or Engineer, other than payment of money, shall not constitute default hereunder if, and to the extent, such delays or failures of performance are caused by occurrences or circumstances beyond the control of Client 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 of war, rebellion, or sabotage or damage resulting therefrom; fires, floods, explosions, accidents; riots or strikes or other concerted acts of workmen, whether direct or indirect; 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 Client or Engineer respectively, and which by the exercise of reasonable diligence, Client or Engineer are unable to prevent.
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8.5

Rights to Intellectual Work Product 8.5.1 Except as otherwise provided herein, sealed original drawings, specifications, reports, and other engineering documents which Engineer prepares and delivers to Client pursuant to this Agreement shall become the property of Client 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 and the information contained therein. 8.5.2 Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of Engineer. Engineer hereby grants to Client an irrevocable (except in the event of a breach of this license), nonexclusive, royalty-free license to utilize Engineers proprietary property provided to Client as part of the Services to the extent necessary for the construction, operation, maintenance, repair, or alteration of the Facilities; provided that Client shall not use, or distribute to others, any Engineer statement or opinion for the purposes of a prospectus, other investment memorandum or financing decision, except with Engineer's prior written consent, which shall not be unreasonably withheld. Client 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 Scope of Services or as may be separately agreed. 8.5.3 All documents, including drawings, specifications, and computer software prepared by Engineer pursuant to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse on extensions of the Project or any other project. Any such 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 Client's sole risk and without liability or legal exposure to Engineer. Client shall defend, indemnify, and hold harmless Engineer and its subcontractors, vendors, employees, agents, officers and/or assigns, their respective employees, agents,
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officers, partners and directors and anyone else acting for or on behalf of them and any of their respective assigns against all claims, losses, damages, injuries, and expenses, including attorneys' fees, arising out of or resulting from such reuse. Any reuse approval, and verification or adaptation of documents will entitle Engineer to additional compensation at rates to be agreed upon by Client 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. 8.6 Confidentiality 8.6.1 Engineer covenants and agrees that, during continuance of this Agreement, it will not, except insofar as may be reasonably necessary for the performance of work done hereunder or as required by law, without the prior permission of Client use, disclose, or permit to be disclosed, or, in case of documents, reproduce or permit to be reproduced to any person confidential information acquired from or given by the Client to Engineer in the course of carrying out Services under this Agreement. 8.6.2 For the purpose of this Article 8.6, "confidential information" shall include designs, drawings, plans, calculations, formulae, techniques and/or trade secrets or like information which has not been previously disclosed or reproduced without restriction by Client or has not become public knowledge; provided, Engineer shall be under no liability to treat the information received as confidential unless Client advises Engineer at the time of disclosure that said information is confidential. 8.6.3 All confidential information disclosed by Client shall remain the property of Client, shall be returned on termination of Services, and shall be used by Engineer strictly for the performance of this Agreement and no other purpose; provided, Engineer may retain a record copy of all such information for archival purposes. 8.6.4 Engineer's confidentiality obligation hereunder shall not extend to information which: (i) at the time of
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disclosure, is or becomes a part of the public domain by publication or otherwise through no fault of Engineer; (ii) Engineer can show was in its possession at the time of disclosure; or (iii) is subsequently disclosed to Engineer by a third-party, which information Engineer reasonably believes has not been wrongfully acquired, directly or indirectly, from Client. 8.6.5 Engineer 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 Client of the demand for information before Engineer responds to such demand. 8.7 Representations and Remedies

Engineer makes no representations, covenants, warranties, or guarantees, express or implied, other than those expressly set forth herein. 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. 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, Client 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 Client and Engineer and any of Engineer's related companies shall not be liable to each other for 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 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 Client for all claims, losses, damages, and expenses in any way arising from or related to the performance of this Agreement shall not be
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greater than compensation received by Engineer under the applicable Request for Services. 8.8.3 Client hereby releases, indemnifies, and agrees to hold Engineer harmless from any liability arising from Client's or Client's assignee's, ownership, use or operation of the Facilities, or any part thereof. 8.8.4 Except as provided in any express warranty to the Client 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 Client for any claim, loss, damage, expense, or injury of any kind (hereafter "Claims"), and Client waives all such Claims. 8.9 Audit and Maintenance of Records

Client shall have the right to audit and inspect Engineer's records and accounts covering direct costs hereunder at all reasonable times during the performance of the Services and for a period of one year after the acceptance thereof; provided, however, that the purpose of any such audit shall be only for verification of such costs and that Engineer shall not be required to keep records of or provide access to those of its costs covered by the Fee, fixed rates, 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 hereto, except that it may be assigned without such consent to the successor of either party, or to a person, firm, or corporation acquiring all or substantially all of the business assets of such party or to 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 Client. In no case shall Client's approval of any subcontract relieve Engineer of any of its obligations under
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this Agreement. Notwithstanding the above, Engineer may have portions of the Services performed by its affiliated entities or their employees, in which event Engineer shall be responsible for such Services and Client shall look solely to Engineer as if the Services were performed by Engineer. 8.12 Notices

All notices pertaining to this Agreement shall be in writing and shall be sufficient when sent by registered mail, or by U.S. mail or facsimile (with oral confirmation) to:
Client:

Engineer: Company

Black & Veatch International Attention: Legal Department 11401 Lamar Avenue Overland Park , KS 66211

8.13

Entire Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any oral or written representations, understandings, proposals, or communications heretofore entered into by or on account of the parties and may not be changed, modified, or amended except in writing signed by the parties hereto. In the event of any conflict between this contract document and any of the exhibits hereto, the terms and provisions of this contract document 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 This Agreement shall be governed by and interpreted in accordance with the laws of England , excluding provisions thereof which would apply the laws of another jurisdiction. 8.14.2 Headings and titles of Articles, Sections, paragraphs, and other sub-parts of this Agreement are for convenience of reference only and shall not be considered in interpreting the text of this Agreement.

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8.14.3 Indemnities against, releases from, and limitations on liability, and limitations on remedies expressed in this Agreement, as well as waivers of rights, including, but not limited to, subrogation rights, shall apply even in the event of breach of contract or warranty, tort (including negligence), strict liability, or other basis of liability of the party indemnified, released or against whom liability or remedies have been limited or waived. Such indemnities, releases, waivers and limitations also shall extend to, and protect the officers, directors, 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 agree to negotiate in good faith to reach an equitable agreement which shall effect the intent of the parties as originally 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 Client uses a purchase order form to administer this Agreement, the use of such form shall be for convenience purposes only and any typed provision in conflict with the terms of this Agreement and all pre-printed 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, or over the resources provided by others to meet Project schedules, Engineers 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 Engineers cost estimates or that actual schedules will not vary from Engineers projected schedules. 8.14.8 The provisions of this Agreement are intended for the sole benefit of Client and Engineer, and subcontractors, vendors and others to the extent expressly provided in this Agreement. The parties agree
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there are no third-party beneficiaries to this Agreement other than those subcontractors, vendors and others expressly contemplated by the terms herein. 8.15 Controlling Language The controlling language of this Agreement shall be English. 8.16 Taxes Client acknowledges that Engineer's compensation set forth in this Agreement does not include any allowance for any non-United States taxes. Non-United States taxes and United States taxes levied on reimbursement of non-United States taxes shall be reimbursable as an equitable adjustment to Engineer's compensation under the Agreement. 8.17 Arbitration 8.17.1 In case of any dispute or disagreement concerning the construction or interpretation of the terms and conditions, or concerning the operation of, this Agreement, including disputes regarded as such by only one of the parties, the parties hereto shall negotiate in good faith for a period of sixty (60) days to resolve such dispute. 8.17.2 If no settlement is achieved within sixty days, either party may submit the claim or dispute to the London Court of International Arbitration (LCIA). Except as otherwise specifically agreed in this article, the LCIA shall apply the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) as in force on the effective date of this Agreement. Each party irrevocably submits to the exclusive jurisdiction of the LCIA. All arbitration proceedings shall be held in London , England , and conducted in the English language. 8.17.3 Notice of the demand for arbitration shall be filed in writing with the other party. Within 45 days of the receipt of such notice, each party shall select one arbitrator, and shall notify the other party of the identity of such arbitrator. Should a party not appoint an arbitrator in this period, the LCIA may do so upon the request of the other party. These arbitrators shall select another arbitrator who shall act as the presiding arbitrator of the tribunal. The presiding arbitrator shall
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not be a national of the home countries of any party to the dispute. For the purposes of this article "home country" means the country of incorporation of any party, and the country in which a party's principal place of business is located. The arbitrators shall be fluent in English. 8.17.4 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 UNCITRAL rules, for computation, clerical, typographical or other errors of a similar nature. All awards shall be payable in United States dollars free of any tax or other deduction. The costs of arbitration, including legal representation and assistance, shall be borne by the unsuccessful party, but in no event shall the tribunal award punitive or criminal damages or sanctions. 8.17.5 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 tribunals 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 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. IN WITNESS WHEREOF, the parties hereto have executed this contract document as of the date and year first above written.
PT ..
Black & Veatch International Company

By: ______________________________ ______________________________

By:

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By: ______________________________ ______________________________ (Name Printed) Title: _____________________________ _____________________________ Date: _____________________________ _____________________________ EXHIBIT A REQUEST FOR SERVICES
ENGINEERING SERVICES TECHNICAL SERVICES AGREEMENT Between PT Satyamitra Surya Perkasa ("Client") And Black & Veatch International Company ("Engineer")

By: (Name Printed) Title: Date:

Pursuant to the terms and conditions of the Technical Services Agreement executed and made effective as of the _____ day of ____________________, 20___, by and between PT . ("Client")
and Black & Veatch International Company("Engineer"), Client hereby requests Engineer to perform the following Services:

A. Requested Services: Engineer will perform the following Services. Task 1 Project Kick-off Meeting Engineer will participate in a project kick-off meeting with Client to review the scope of services, format and content of deliverables, and key milestone dates for deliverables to support the overall project schedule. The Kick-off meeting will be attended by up to three of Engineers professionals and will take place in Clients offices. Engineer will provide a set of meeting minutes of the kick-off meeting summarizing major discussions, decisions reached, and action items for both parties. Task 2 Project Design Manual Development Engineer will prepare a Project Design Manual (basic design), which will define the scope and design criteria for the Project. The Project Design Manual (PDM) will be provided to the selected Design Institute Local comapny and will define the design approach, terminal points, and deliverables for the detailed design performed by the Design Institute Local comapny. The PDM will include both information prepared by Engineer and information provided by Client or the Project Owner. The following information will be provided in the PDM: 18

Overall description of the project Definition of applicable codes and standards Information on existing facilities provided by the Client, including existing equipment layout drawings, site layout drawings, site information

(geotechnical or soil test data, site surveys, and definition of project boundaries) Design control documents, including:

o o o o o

Site layout and plant layout drawings Electrical one line drawing Water mass balance diagram Heat and material balance diagram DCS system architecture drawing

System definitions for each system, which will include design criteria for the system, and conceptual description of the operation and major

equipment included in the system (including redundancy), Piping and Instrument Diagrams (P&IDs) for each system Definition of boundary limits and interface points with existing equipment for the Project Definition of the scope of procurement packages to be developed by the Local comapny and / or Client Definition of deliverables to be submitted by the Local comapny to Client for review Mini technical specifications for the following major equipment:

o o o o o o o

Cooling Tower Compressed Air Equipment Boiler Feed Pumps Circulating Water Pumps General Service Horizontal Pumps DCS Auxiliary Transformers

Task 3 Preparation of Transformer Specification Engineer will prepare a technical specification for the procurement of transformer(s) required for the project. The Technical Specification will be based on Engineers standard format for technical specifications. The Technical Specification will be submitted to Client for review and Engineer will capture Clients comments and issue a Final Technical Specification. Engineer has assumed that Client will perform all procurement related activities including development of commercial terms, issuing the specification to bidders, evaluation of bids, and award of the contract. Engineer can provide bid evaluation services as an addition to the scope of services. Task 4 Review of Design Documents Prepared by the Local comapny Engineer will review engineering documents prepared by the Local comapny for compliance with the Project Design Manual, applicable codes and standards, and good engineering practice. While Engineer shall not be responsible for supervising, directing, controlling or having authority over or be responsible for theLocal comapny s or Clients means, methods, techniques, sequences or procedures of design and construction activities, it is the intent of the parties hereto that Engineer's efforts will be directed toward providing Client a greater degree of confidence that the work of the contractors will proceed, in general, in accordance with their contract requirements. It is understood that the contractors are responsible for the design and construction of the Project and the Engineer is not responsible for the acts or omissions of any contractor, subcontractor or material supplier. Engineer does not warrant that its services will eliminate contractors defective work, and Engineer shall not be responsible for the failure of the contractors to fulfill their responsibilities to Client.

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Engineer will review the following project engineering drawings and documents produced by the Local comapny for the project: Site arrangements General arrangements Plant arrangements including elevations and sections Hazardous area classification drawings Piping and Instrument Diagrams (P&IDs) Heat and Material Balances Water Mass Balances Large bore (2-1/2 and larger) piping isometrics for high energy systems and other critical systems (HP steam, low pressure steam, boiler feedwater, condensate, and circulating water (24 and larger only). Piping Line List / Pipe Class List Valve List Equipment List One line electrical diagrams Three line electrical diagrams Protective relaying schematic diagrams for generator, generator step up transformer, and unit auxiliary transformer Generator excitation including metering, synchronizing and relaying diagrams Control logic diagrams for critical systems (HP steam, low pressure steam, boiler feedwater, condensate, and circulating water). DCS architecture Instrument List One line, three line and arrangement drawing for unit substation. Functional operating descriptions for major systems (systems for steam cycle including motive steam, boiler feed, condensate, and heat rejection). Engineer will provide a set of comments to each document within a mutually agreed upon schedule with the Client. This proposal is based on the review of each document twice. Additional reviews will be performed as an addition to the scope of work presented in this proposal. Engineer shall be provided with copies of vendor drawing submittals in order to perform review of the Local comapnydocuments. Engineer has excluded the review of vendor drawings for equipment and the performance of any QA/QC inspection trips. These services can be provided as an addition to the scope of services. Engineer understands that the Client will perform review of civil/structural design documents from the Local comapny . Engineer has excluded the review of civil/structural design documents such as underground design, grading and drainage, site finishing, building design, and foundation design. These services can be provided as an addition to the scope of services. Engineer has excluded the review of technical specifications developed by the Local comapny for purchase by the Client. Engineer can provide review of all technical specifications or of only the major equipment as an addition to the scope of services as desired by the Client. B. Commencement Date: The Commencement Date is the Date this Agreement is executed. 20

C. Estimated Completion Date: The Services will be performed according to the following preliminary milestones. The milestones may be adjusted as mutually agreed upon by Engineer and Client. Delivery of the Draft Project Design Manual within 12 weeks of the Commencement Date and receipt of all required information from Client Delivery of the Draft Transformer Specification within 8 weeks of the Commencement Date Design Review Completion is expected to be within 9 months of the Commencement Date D. Estimated Cost of the Services: Engineer estimates that the level of effort required to perform the Requested Services is 5,400 manhours and a cost of $1,031,000. This estimate is exclusive of travel related expenses, which will be billed at cost. This estimate is also exclusive of any non-United States taxes. Actual labor and expenses will be billed according to the Billing Rates and Expense Schedule provided in this Exhibit A. E. Billing: A Mobilization Payment of $100,000 will be due upon execution of this Exhibit A. Thereafter, Commencing on or about the first day of the calendar month following execution of this Agreement, and monthly thereafter, Engineer shall furnish Client with an invoice covering the Reimbursable Costs and Fee incurred during the previous month and any interest due under this Agreement. Client shall pay each billing within fifteen (15) days of its receipt. Engineer will deduct equal installments of $20,000 over the last five months to reimburse the Mobilization Payment. F. Method of Payment: Payments to be made to Engineer under this Agreement shall be electronically transferred by wire transfer to the bank account and in accordance with the bank instructions identified in Engineers 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. G. Disputes: In the event Client disputes any invoice item, Client shall give Engineer written notice of such disputed item within ten days after receipt of such invoice and shall pay to Engineer the undisputed portion of the invoice according to the provisions hereof. If Client fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of ten percent per annum, 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 which is finally resolved in Client'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 herein. Terms and conditions contained in purchase orders, work orders, or other documents issued by Client with respect to the Services shall be of no force and effect.

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IN WITNESS WHEREOF, the parties have executed this Request for Services on the date(s) indicated below.

PT .

Black & Veatch International Company

By: ______________________________ By: ______________________________ (Name Printed) Title: _____________________________ Date: _____________________________

By: ______________________________ By: ______________________________ (Name Printed) Title: _____________________________ Date: _____________________________

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