GRANT AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND
THE GOVERNMENT OF THE REPUBLIC OF INDONESIA FOR
A FEASIBILITY STUDY FOR THE EXPANSION OF THE FACILITIES OF
between
The Government of Indonesia represented by the Director General of Basic Chemical Industries, Department of Industry for P.T. Persero Semen Padang, a corporation owned by the Government of Indonesia, hereinafter referred to as grantee, and the United States of America, acting through the U.S. Trade and Development Program (TOP) of the International Development Cooperation Agency. TOP agrees to provide the P.T. Persero Semen Padang under the terms of this agreement not to exceed U. S. dollars 250,000 to assist in financing the cost of services required to undertake a feasibility study for the expansion of the facilities of the corporation at Indarung. The study will examine the economic, techni ca 1, fi nanci a 1 and marketing aspects of the proposed project.
It is further agreed between TOP and the grantee that: A. U. S. dollar funding/local currency funding.
The funding provided under this grant will be used to finance U.S. dollar and local currency costs for profess i ona 1 and techn i ca 1 services to be performed by a U.S. firm in preparing the aforementioned study. Although funds under this grant are expected to be used for technical services, grant funds may also be used to finance local currency costs of goods that are necessary and directly related to the provision of services as may be agreed to in writing by TOP.
B. Most favorable conversion rate.
If funds provided by TOP are introduced into the country of the grantee by TOP or any public or private agency for purposes of carrying out ob 1 i gat ions of TOP hereunder, the government of the grantee will make such arrangements as may be necessary so that such funds sha 11 be convertible into the currency of the country of the grantee at the highest rate which, at the time the conversion is made, is not
unlawful in the country of the grantee. C. Host Government Financing.
-2-D. Completion Date.
The completion date for the study, which is nine months from the issuance of the 1 etter to proceed to the contractor or September 30, 1985 which ever date is later, or such other date as the grantee and TOP may agree to in writing, is the date by which the parties estimate that all services financed under the grant will have been performed and all goods financed under the grant wi 11 have been furnished as contemplated in this agreement.
E. Prohibition against funding before agreement entered and after completion date.
No goods or services may be financed under the grant which are procured under orders or contacts firmly placed or entered into before the date of this agreement, except as the parties may otherwise agree in writing. Except as TOP may otherwise agree in writing, TOP will not issue or approve documentation which would authorize disbursement of grant funds for services performed or goods procured subsequent to the completion date as contemplated in this agreement.
F. Time limitation on disbursement. Disbursement of
procured wi 11 comp 1 et ion date writing.
TOP funds for services performed or goods be made within nine months after the or such other period as TOP agrees to in
G. Disbursement/reimbursement procedures.
The grantee may obtain disbursement/reimbursement of funds under the grant for the costs of goods or services required in accordance with the terms of this agreement by submitting to the United States Embassy requests for disbursement/reimbursement for such goods or services. Such requests shall consist of the following:
1. An accounting of actual expenditures, indicating amounts expended or due, to whom paid and when, or to whom payable. The accounting shall include a signed statement that the amounts involved do not include taxes or fees imposed under laws in the territory of the grantee.
2. A statement from the Government certifying that the services disbursement/reimbursement is requested have and are satisfactory.
of Indonesia for which been performed
H. Freedom from taxes .
This agreement and the grant will be free from any taxation or fees imposed under 1 aws in effect in the country of the grantee. To the extent that: (a) any contractor, including
any consulting firm, any personnel of such contractor financed under the grant, and any property or transaction relating to such contracts; and (b) any commodity procurement transaction financed under the grant are not exempt from identifiable taxes, tarriffs, duties or other levies imposed under laws in effect in the territory of the grantee, the grantee will, as and to the extent provided in and pursuant to implementation letters, pay or reimburse the same with funds other than those provided under the grant and will not claim reimbursement for such taxes, tariffs, duties or other levies under this grant.
I. TOP approval of contracting procedures.
Contracting for professional and the technical services is to be carried out by the grantee according to its es tab 1 i shed procedures, subject to prior approva 1 of those procedures by TOP. Pursuant to these arrangements, the grantee will have the authority to carry out all aspects of the procurement including the ranking and selection of firms. J. Use of U. S. air carriers.
Grant financed transportation of property or persons will be on carriers holding United States-certification, to the extent service by such carriers is available as provided for under U. S. Government regulations.
K. TOP access to contract documents.
Except as the parties may otherwise agree in writing, the grantee will furnish to TOP any specifications, scope of work or documents related to the prequalification of consultants, and to the solicitation of bids or proposals for services or goods to be financed under the grant.
L. TOP prior approval of contracts and contractors.
Contracts and contractors financed under the grant for the provision of professional and technical services and for other services or goods must be agreed to by TOP in writing before execution of the contracts, except as the parties may otherwise agree to in writing. Such contracts shall include
-4-l. It is understood by the parties that TOP has reserved certain rights such as, but not limited to, the right to approve the terms of the contracts. The contractors, scope of work and any or a 11 documents related to the contract financed by this grant. The parties hereto further understand and agree that TOP, in reserving any or all of the foregoing approval rights, has acted solely as a financing entity to assure the proper use of United States Government funds and that any decision by TOP to exercise or refrain from exercising these approval rights shall be made as a financier in the course of financing this effort and shall not be construed as making TOP a party to the contracts. The parties hereto understand and agree that TOP may, from time to time, exercise the foregoing approval rights, or discuss matters related to these rights and the project with the parties jointly or separately, without thereby incurring any responsibility or liability to the parties or to any one of them. Any approval or failure to approve by TOP sha 11 not bar P. T. Persero Semen Padang or TOP from asserting any right, or relieve the contractors or any liability which the contractors might otherwise have to the Department of Communications
2. All goods and services provided by the contractors or any subcontractors shall have their nationality, source and origin in the United States or host country except as the parties may otherwise agree in writing.
3. The contractors financed under this grant shall maintain books, records, documents and other evidence and shall apply consistent accounting procedures and practices sufficient to reflect properly all transactions under or in connection with the contract. The foregoing constitutes quote 11
records11
for the purpose of this clause.
a. Such records maintained during the contract term and for a period of three years after final payment by TOP.
b. All records maintained by the contractors shall be subject to inspection and audit by the grantee and/or TOP (or their authorized agents) at all reasonable times. The contractor shall afford the grantee and/or proper facilities for such inspection and audit.
4. Transportation of persons by air, financed under the TOP grant must be on carriers holding United States certification, to the extent service by such carriers is available in accordance with instructions issued by TOP.
M. Reasonable prices and competitive procurement. No more than reasonable prices will
or goods financed under the grant. will be procured on a fair and practicable on a competitive basis. N. Cooperation between parties.
be paid for any services Such services or goods to the maximum extent
The parties wi 11 cooperate to assure that the purpose of this agreement will be accomplished. To this end, the parties, at the request of either, will exchange views on the progress of the study, the performance obligations under this agreement, the performance of any consultants, contractors, or suppliers engaged in the feasibility study and other matters relating to the feasibility study.
0. Implementation letters.
To assist the grantee in the implementation of the feasibility study, TOP may, from time to time, issue implementation letters that will provide additional information about matters covered in this agreement. the parties may also use jointly agreed upon implementation letters to confirm and record their mutual understanding of the implementation of this agreement.
P. Representatives of Parties.
For all purposes relevant to this agreement, the government of the grantee wi 11 be represented by the Di rector Genera 1 of Basic Chemical Industries, Department of Industry for P. T. Persero Semen Padang and the United States government will be represented by the United States Ambassador to Indonesia, each of whom may, by written notice, designate additional representatives for all purposes under this agreement.
Q. Books and Records.
-6-R. Officials not to benefit.
The grantee affirms that no payments have been or wi 11 be received by an offi ci a 1 of the grantee in connection with the procurement of services or goods financed under the grant, except fees, taxes, or similar payments legally established in the country of the grantee.
S. Addresses of record for parties.
Any notice, request, document or other communication submitted by either party to the other under this agreement will be in writing or by telegram or cable, and will be deemed duly given or sent when delivered to such party at the following addresses:
to P.T. Persero Semen Padang Indarung, Padang
West Sumatra, Indonesia alternate address for cables:
telex No.55116 PTSPIN 55161 PT SPPD
to the U. S. Trade and Development Program (TOP) mail address: c/o the Embassy of the
United States of America Jakarta, Indonesia
alternate address for cables:
United States Department of State Trade and
Development Program Washington, D.C. 20523
All such communications will be in English, unless the parties agree otherwise in writing. Other addresses may be substituted provided reasonable notice is given. The grantee, in addition, will provide the American Embassy with a copy of each communication sent to TOP.
T. Effective date and termination
U. Non-waiver of rights and remedies.
No delay in exercising any right or remedy accruing to a party in connection with its financing under this agreement will be construed as a waiver of such right or remedy.
V. Statement of signatories.
In witness whereof, the Government of Indonesia and the United States of America, each acting through its duly authorized representatives, have caused this agreement to be signed in their names and delivered as of the day and year first written.
for:
the ｾｶ･ｲｮｭ･ｮｴ＠ of Indonesia
Signed
Ir. Sidharta
Director General for Basic Chemical Industries Department of Industry, R.I. for PT Persero Semen Padang
the United States of America
Signed
