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Consultant : _______
CONTRACT FOR PROJECT MANAGEMENT SERVICE (PMS) FOR
CASANOVA WAREHOUSE,
OFFICE AND YARD PAVING PROJECT
(Cont-PMS/CASANOVA-KK/14-01)
Between
PT. _________
And
PT. __________
___________, 2020

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Consultant : _______
CONTENTS
1. Scope of Service……………………………………………………………… 3
2. Consultant’s Obligation………………………………………………….. 4
3. Contract Price…………………………………………………………………. 5
4. Terms of Payment.…………………………………………………………. 5
5. Effective Date and the Terms of the Contract………………… 5
6. Liquidated Damages……………………………………………………… 5
7. Governing Law and Dispute Resolution…………………………. 6
8. Force Majeure……………………………………………………………….. 6
9. Termination…………………………………………………………………… 6
10.Miscellaneous………………………………………………………………... 7

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Initial Client : _______
Consultant : _______
This Contract for Project Management Service (PMS) for civil Work of CASANOVA
WAREHOUSE, OFFICE AND YARD PAVING (hereinafter referred to as the “Contract”) is
entered into effective as of ______, 2020 by and between:
1. PT. _______, a limited liability company incorporated under the laws of the Republic of
Indonesia, having its address at Office & Logistics Center JI. ________ - Indonesia (hereinafter
referred to as the “CLIENT”); and
2. PT. __________, a limited liability company incorporated under the laws of the Republic of
Indonesia, having its address at _________, Indonesia (hereinafter referred to as the
“CONSULTANT”).
The CLIENT and the CONSULTANT are hereinafter collectively referred to as the “Parties” and
separately as the “Party”.
WITNESSETH
WHEREAS:
A. The CLIENT and PT. __________, a limited liability company organized and established
under the laws of Republic of Indonesia and having its registered head office at Jl.
_____________ (hereinafter referred to as the “CONTRACTOR”) have signed the
Construction Works of CASANOVA Warehouse, Office and Yard Paving agreement dated 1st
of April 2014 (hereinafter referred to as the “Construction Contract”) for the construction in
accordance with the contractual obligation as stipulated in the Construction Contract
(hereinafter referred to as the “Works”).
B. For the purpose of the implementation of the Construction Contract, the CLIENT desires to
appoint the CONSULTANT to provide a Project Management Service (the “PMS”) in civil
part of the Works at the site.
C. The CONSULTANT desires to accept the appointment from the CLIENT to perform the PMS
on behalf of the CLIENT.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained
herein, the Parties hereby agree as follows:
1. SCOPE OF SERVICE
Subject to the terms and conditions of this Contract and/or any documents referred herein, the
CONSULTANT agrees to provide the PMS for the purpose of implementation the Works, with
the following scope of work:

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a. Review the CONTRACTOR’s design and drawings and advice and give opinion to the
CLIENT with such design and drawings from the CONTRACTOR including without
limitation to give opinion in consideration of cost and constructability of the Works;
b. provide management of technical document, engineering calculation, and drawing control;
c. provide schedule management;
d. provide quality assurance and quality control management;
e. provide supervisory works during the implementation of the Works;
f. attend the relevant technical and coordination meeting with the CONTRACTOR and/or
other party in relation to the Works;
g. review progress payment certification;
h. provide construction supervision service in site quality control and actual performance
monitor;
i. provide evaluation and recommendation on variance in work volume and additional orders
(if any);
j. provide assistance in contractual disputes resolution; and
k. review and advise to the CLIENT of monthly progress report generated by the
CONTRACTOR.
(hereinafter are collectively to as the “Service”)
2. CONSULTANT’S OBLIGATIONS
a. The CONSULTANT, as an authorized representative of the CLIENT, shall be responsible
for meeting the requirements and fulfilling all the obligations and conditions set forth in
this Contract.
b. The CONSULTANT shall guarantee the accurate, timely and faithful fulfillment all of its
obligations hereunder and shall undertake the full responsibility for any act or omission,
failures, assignment and/or certifications irrespective of any express clauses of waiver or
exemption thereof on the certificates or forms to be issued by the CONSULTANT.
c. In the event of difference in the opinion between the Parties, the CONSULTANT shall
comply with the CLIENT’s decisions and measures.
d. When the CLIENT requests the CONSULTANT to replace engineers with new engineer(s)
because of the failure by such engineer(s) to carry out his obligations duly and properly,
the CONSULTANT shall replace such engineer(s) immediately.
3. CONTRACT PRICE
a. In full consideration for the complete performance of the Service in compliance with this
Contract, the CLIENT agrees to pay the CONSULTANT with a total contract price in the

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Consultant : _______
amount of Rp______,- (in words: ______, included PPH 6%) (hereinafter referred to as
the “Contract Price”).
b. The Contract Price as agreed by the Parties is in monthly rate basis and has cover all
services as stipulated in this Contract including without limitation to the independent third-
party inspections.
c. Except otherwise agreed in writing by the Parties, the Contract Price shall remain firm and
fixed during the Term of Contract without escalation, increase or any revisions whatsoever,
provided however, in the event the Term of Contract has passed and the Works still has not
been completed by the CONTRACTOR, the Parties shall negotiate in good faith to discuss
the increase and/or revision of the Contract Price to accommodate the Service which will
be provided by the CONSULTANT after the passage of the Term of Contract.
d. All the bank charges incurred from the payment transfer of the Contract Price shall be borne
by the CLIENT and all the bank charges of incurred from receiving the Contract Price shall
be borne by the CONSULTANT.
4. TERMS OF PAYMENT
The Parties agree that the payment of the Contract Price shall be made by wire transfer
remittance in Indonesian Rupiah into the CONSULTANT’s bank account, which may be
designated in writing from time to time, within thirty (30) days of receipt of the invoice for
each payment, with the following manner:
a. Progress Payment
The CLIENT agrees to pay the CONSULTANT the Contract Price in 4 (four) installments.
Each installment is in the amount of Rp. _______ (in words: _________-, included PPH
6%) on monthly basis, monthly payment shall be submitted on 25th
of each months.
b. All taxes related to this Contract shall be borne by each Party according to the prevailing
laws of the Republic of Indonesia.
5. EFFECTIVE DATE AND THE TERMS OF THE CONTRACT
This Contract shall be effective on ______ and shall be valid until ________ (hereinafter
referred to as “Term of Contract”).
6. LIQUIDATED DAMAGES
a. Except for the Force Majeure event or delay caused of by the CONTRACTOR in any
reason whatsoever, in the event that the CONSULTANT does not complete the Service
within the Term of Contract due to its negligence, the CONSULTANT shall pay the
CLIENT zero point one percent (0.1%) of the Contract Price, for each day of the delay

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(hereinafter referred to as “Liquidated Damages”). The Liquidated Damages shall be
subject to maximum of three percent (3%) of the Contract Price.
b. In the event that the Service has not been completed by the CONSULTANT until the
Liquidated Damages has reached its maximum amount, in such case, the Liquidated
Damages shall be calculated on the Contract Price and the CLIENT has the right to
terminate this Contract by giving not later than 7 (seven) calendar days written prior notice
to the CONSULTANT.
7. GOVERNING LAW AND DISPUTE RESOLUTION
a. This Contract is governed by and can only be construed in accordance with the laws of the
Republic of Indonesia.
b. Any disputes, controversies, conflicts, differences and/or other matters which may arise
between the Parties, out of or in relation to or in connection with this Contract, or for the
breach thereof, shall be first settle through friendly negotiation between the Parties to
achieve an amicable settlement, within 30 (thirty) calendar days since the date of the first
formal negotiation meeting is conducted. Failure to make amicable settlement of any
disputes, controversies, conflicts, differences and/or other matters between the Parties, out
of or in relation to this Contract, or for the breach thereof will result such disputes,
controversies, conflicts, differences and/or other matters shall be finally settled by and shall
be submitted to Pengadilan Negeri Jakarta Selatan.
8. FORCE MAJEURE
a. The Parties shall not be liable for any delay and laytime not to count in loading or
discharging caused in whole or in part by Acts of God, war, hostilities, political
disturbances, riots, rebellion, mobilization, revolution, insurrection, Acts of Public Enemy,
civil commotion, strikes, lock outs, sabotage, fires, floods, storms, land slides, bore tide,
earthquakes or other embargoes, epidemics, quarantines, railway accidents, blockages or
impediments (“Force Majeure”).
b. In the event the Force Majeure occurs, the affected Party shall notify the other Party within
3 (three) business days since the occurrence of the Force Majeure. Failure by the affected
Party to comply with this Clause shall result in it losing its right to rely upon (or to continue
to rely upon) the event of Force Majeure to which the failure relates and such affected Party
shall conduct its obligations as if the Force Majeure conditions has been passed and/or
never occurs.
c. Should the Force Majeure circumstances and/or the effect of a Force Majeure continue for
more than 15 (fifteen) consecutive calendar days, the Parties shall settle the further
execution of the Contract through friendly negotiations.

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9. TERMINATION
a. This Contract shall be expired or terminated only if the following event:
1) Automatically expired when the Term of Contract as stipulated in the Clause 5 has been
occur and the Parties have failed to extend the Term of Contract; or
2) Terminated by the CLIENT by giving no later than 14 (fourteen) calendar days written
prior notice to the CONSULTANT, in the event, based on the CLIENT’s sole
discretion, the CONSULTANT is breaching any of the provision of the Contract and/or
unable to perform and provide the work pursuant to the Contract; or
3) Terminated by either Party by giving no later than 14 (fourteen) calendar days written
prior notice, in the event the other Party is dissolved, liquidated, declared bankrupt, or
insolvent or becomes a party to proceedings or arrangements involving liquidation,
receivership, or the settlement of debt(s); or
4) Terminated by mutual written Contract of the Parties.
b. The Parties agree in the event the Contract is terminated pursuant to Clause 9 paragraph a
sub paragraph 2) or 3) or 4) above does not eliminate the Parties’ obligations which have
not been resolved prior to the termination of the Contract.
c. In case of termination of this Contract, the Parties hereby agree to waive the provisions as
set forth in Article 1266 of the Indonesian Civil Code with regard to the requirement of
court pronouncement, decision or decree for the termination of a Contract.
10. MISCELLANEOUS
a. Either Party shall not assign, transfer, or otherwise convey its obligations hereunder in
whole or in part to any individual, firm, corporation, other entity or any other party without
the prior written consent from the other Party. In the event the other Party accepted such
assignment, transfer and/or conveyance, the relevant assignee and/or transferee (if any)
shall be bound by and fulfill the obligations or duties as stipulated in this Contract.
b. Any and all attachments, appendixes, addendum, and/or amendment to the Contract and/or
any documents referred herein shall be regarded as an integral and inseparable part of this
Contract.
c. Matters that have not been regulated or insufficiently provided in this Contract and/or any
documents referred herein, will be discussed in good faith by the Parties and will be set out
in a written document that will be signed by the Parties which will become the addendum
or the amendment of this Contract.

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d. This Contract and any documents referred herein constitutes the entire agreement between
the Parties with respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreement between the Parties with respect thereto.
e. In the event that any provision or part of a provision in this Contract and/or any documents
referred herein shall for any reason be determined by any court or arbitral tribunal to be
illegal, invalid or unenforceable, then the Contract and/or any documents referred herein
shall not be affected and/or the remaining provisions and other parts of the provision shall
not be affected, impaired or invalidated and shall remain in full force and effect and shall
continue to be binding upon the Parties. The Parties shall, in any such event, agree on new
provision(s) that would replace such provision(s).
f. The Parties acknowledge that this Contract is prepared, negotiated and agreed by the
Parties in the English language and that the Indonesian text of this Contract will be prepared
to comply with Law No. 24 of 2009 on The Flag, the Language, the National Emblem, and
the National Anthem if requested by a Party. If requested by a Party, the Parties will sign
an Indonesian version of this Contract. In the absence of an Indonesian version, the Parties
hereby disclaim any benefit from, or any right to cancel or declare this Contract null and
void because of, the absence of an Indonesian version pursuant to the Indonesian Law No.
24 of 2009. In the event of any inconsistency between the Indonesian and English language
versions, to the maximum extent permitted by law, the English language version shall
prevail to the extent of such inconsistency.
IN WITNESS WHEREOF, the Parties hereto have caused their authorized representatives to
affix their signatures hereto on the date mentioned above.
The CLIENT
PT. ______________
______________________
Name:
Title: President Director
The CONSULTANT
PT. __________
_______________________
Name:
Title: Director