EXHIBIT 10.1
CONTRACT AGREEMENT ON PROCUREMENT TELKOM-2 SATELLITE
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CONTRACT NAME : Procurement of Telkom - 2 Satelite
NO : K.TEL. 191/HK.810/UTA-00/2002
DATE : October 24th 2002
PARTIES : 1. PT. Telekomunikasi Indonesia Tbk. -> reffered to as Telkom
Represented by Kristiono as the President Director and CEO;
2. Orbital Sciences Corporation -> reffered to as Contractor
Represented by Dr. Ali E. Atia as the President
Communication International.
SCOPE OF WORK
1. Telkom has requirement to procure one (1) satellite, hereinafter reffered
to as Telkom-2 Satelite;
2. Telkom require the Contractor to :
a. store TELKOM-2 Satelite for a certain duration, take the satellite out
of storage, proceed with all works for launching, and put the
satellite in it's desired orbit;
b. provide information and service necessary for carrying out positioning
and in-orbit performance verification of TELKOM-2 Satelite;
c. perform the positioning phase of TELKOM-2 Satelite, after it has
injected into orbit;
d. modify and optimize the TELKOM's existing Master Control Station
located at Cibinong, for controlling TELKOM-2 Satellite simultaneously
with existing satellites namely: Palapa B2R, Palapa B4 and TELKOM-1.
PRICE AND PAYMENT
- - Price
The total firm fixed price is US$73,000,000, but it inclusive refund
provision in amount of US$4,338,292 to any transponder that has reduced
communications capabilities below 3dB as agreed and which cannot be
corrected by switching to a redundant transponders.
- - Payment
a. The total amount claims by the Contractor on each invoice shall be
paid within thirty (30) calendar days from the date of the original
invoice is received by TELKOM;
b. Payment to Contractor shall be made by electronic transfer, with a
reference to the invoice number being paid in the detail section of
the payment, to:
Bank name : Wells Fargo Bank
Account name : Orbital Sciences Corporation
Account number : 4950050062
ABA number : 121000248
TAX
- - All Indonesian taxes, duties, assessment or fees, including tariffs and
value added taxes resulting from performance of this contract that are
required by present of future laws or regulation in Indonesia shall be paid
by TELKOM, except for any temporary imported goods that will not be owned
by TELKOM and any taxes and or duties of Contractor's expatriates working
in Indonesia shall be borne by Contractor;
- - The Contractor shall be responsible for taxes, duties, assessment or fees,
including tariffs and value added taxes resulting from performance of this
contract that are required by present of future laws or regulation in the
USA including any interest or penalties related to such U.S. taxes and U.S.
duties;
CONTRACT AGREEMENT ON PROCUREMENT TELKOM-2 SATELLITE
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LAW-DISPUTES AND ARBITRATION
- - This contract shall be governed by and construed in accordance with the
laws of England;
- - Except for breach of a Party's nondisclosure, confidentiality, or
intellectual property obligations, in the event of any dispute, claim, or
controversy arising under or related to this agreement, all disputes
arising from this contract shall be finally and exclusively settled by
arbitration conducted under the Rules of Conciliation and Arbitration of
the United Nation Commission of International Trade Law (UNCITRAL Rules)
before The London Court of International Arbitration (LCIA), which shall be
appointing authority.
WARRANTY
- - The Contractor shall submit warranty bond to TELKOM for AMCS in the amount
of US$ (10% of AMCS fixed firm price) in the form of unconditional bank
guarantee/ Letter of Credit from U.S. affiliated bank in Indonesia, as
selected by Contractor, and shall be submit to TELKOM at least 5 business
days before starting Warranty Period;
- - This Warranty shall extend until the earlier of:
a. For the satellite: a period of 365 days from the time the satellite is
placed into storage;
b. For the AMCS: a period of 365 days commencing from Final Acceptance of
the satellite or from the time of launch failure, Total Loss or
Constructive Total Loss of the satellite.
- - The Contractor warrants that all hardware, software and service of the
Spacecraft and AMCS supplied hereunder will be free from any defect in
material and workmanship and will conform to the relevant specifications
and drawings as contained in this contract.
GOVERNMENT AUTHORIZATION AND CONTRACTOR'S GUARANTIES
- - Contractor shall use reasonable efforts to obtain Contractor's Government
approvals and licenses necessary for export of any Export Licensed Items
and Contractor's performance under this contract;
- - If after six months from the time contractor submits its application for a
U.S. Government authorization for the export of the Satellite, technical
data and the AMCS the U.S. Government fails to grant such Authorization
subsequent to its grant, TELKOM may, in writing, notify the Contractor of
its intention to terminate this Contract.
INSURANCE
- - The Contract price shall include in transit insurance for the satellite,
Augmented Master Control Station (AMCS) and the other deliverable items
that are transported from Contractor facility to the launch site or
TELKOM's operation site; and also include insurance for the satellite
during manufacturing, shipping and up to the launch Site until such time as
risk of loss passes to TELKOM under this Contract. Contractor shall provide
TELKOM with certificate of insurance for such coverage;
- - The Contractor shall provide all reasonable assistance to TELKOM from
Contractor's Dulles, Virginia facility and or another location as agreed to
by the Parties, in the event TELKOM decides to obtain launch insurance or
in orbit insurance for the satellite, by making available contractor's, by
making the Available Contractor personnel to support the technical
presentations to insurance companies within the USA and by providing such
reasonable documentation and reasonable inspections at Contractor's Dulles,
Virginia facility as TELKOM insurance broker and insurance companies shall
reasonably require in order to obtain insurance for the Satellite.