CONSULTANCY AGREEMENTbetweenSALU CO

CONSULTANCY AGREEMENT
between
SALU CORPORATION UNIPESSOAL, LDA.
and
WAWAN RUSWAN ABAS BASARI
for
DETAILED ENGINEERING DESIGN FOR 10 IRRIGATION SCHEMES AND PRELIMINARY STUDY FOR 15 RIVERS
TIMOR LESTE

February, 2015


CONSULTANCY AGREEMENT
This Consultancy Agreement [hereinafter, together with all exhibits and appendices annexed hereto and forming an integral part hereof, called the “Agreement”], made and entered into as of the 1st day of February 2015, in Jakarta, Indonesia by and between:

Salu Corporation Unipessoal, Lda. (hereinafter called “Salu”) of the one part, a company organized under and existing by virtue of the laws of the Republic of Timor Leste, with its Head Office at Rua Becora, Dili, Republic Democratic of Timor Leste;

and

Wawan Rusman Abas Basari an Indonesian citizen, with current address: Jl.P.Flores No.8 RT.07 RW.2 Kampung Satu Skip, Tarakan, Indonesia, Telephone: +6281224451266 Passport No.: A 9437237 Issued in: Tarakan, Indonesia, hereinafter referred to as the on behalf of a Team (Hereinafter called the “Consultant”) of the other part.

WITNESSETH
WHEREAS, Salu, the authorized representative of Joint Venture Salu Corporation Unipessoal Lda., Sinotech Engineering Consultants, Ltd., and PT. Inacon Luhur Pertiwi, referred to as the JV, has signed a Contract [hereinafter called the “Contract”] with Ministry of Agriculture and Fisheries, Government of the Democratic Republic of Timor Leste [hereinafter called the “Client”] to undertake the Consulting Services for the Detailed Engineering Design for 10 Irrigation Schemes and Preliminary Study for 15 Rivers in Timor Leste [hereinafter called the “Project”) in short and desires that the Consultants provide certain expertise services for the Project as stated in Exhibit B: Scope of Services [hereinafter called the “Services”]; and

WHEREAS, the Consultant represents the short term experts for the project:
No. Name Position
1. Wawan Ruswan Abas Basari Geodetic Engineer
2. Sugito GPS Surveyor
3 Ari Ramadhani Asst GPS Surveyor-1
4. Niti Saputro Asst GPS Surveyor-2
5. Yosa Rosario UAV Surveyor-Tim 1
6. Firman Putra Pratama UAV Surveyor-Tim 2
7. Hibban Fathurrahman UAV Surveyor-Tim 3
8. Irfan Mustofa UAV Surveyor-Tim 4
9. Pairan WP Prime Surveyor-1
10 Tata Hidayat WP Prime Surveyor-2
11. Ivan Noviq Sahari WP Prime Surveyor-3
12. Saedi Wana WP Prime Surveyor-4
13. Heri Susanto Detailing Canal Surveyor-1
14. Agus Aris Detailing Canal Surveyor-2
15. Ahmad Hasan Detailing Canal Surveyor-3
16. Agung Detailing Canal Surveyor-4
17. Ahmad Fahrurazi Detailing Canal Surveyor-5

As the Team for the abovementioned project, the TOR for this short term assignment is attached in ANNEX 1. That the Consultant is professionally qualified and is able and willing to provide the Services as specified therein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, both Parties hereby agree as follows:

ARTICLE 1. AGREEMENT DOCUMENTS
The Agreement means this Agreement and all exhibits and appendices listed below and amendments issued after the execution of the Agreement, which form an integral part of the Agreement.
Exhibit A: General Conditions
Exhibit B: Scope of Services
Exhibit C: Remuneration and Payment
Exhibit D: Schedule
ARTICLE 2. SERVICES TO BE PERFORMED
Except as specified elsewhere in the Agreement, the Consultant shall furnish all technical, professional and other services, and shall perform all operations necessary and required to satisfactorily provide the Services.
ARTICLE 3. COMPENSATION
As full consideration for the performance of the Services and satisfactory fulfillment of the Agreement by the Consultant, Salu shall pay the following amounts of compensation and other benefits stated such as:
a. Lump sum contract of the Consultant (including monthly fee rate and per diem);
b. Health allowance/insurance of the Consultant within the period of this Agreement;
c. Air travel of the Consultant; and
d. Field visit and survey, at cost

The total amount of compensation (Agreement Amount) including other benefit as the ceiling amount for the provided Services is detailed in Exhibit

C: Remuneration and Payment.
ARTICLE 4. PAYMENT SCHEDULE
The Consultant shall be paid for the Services performed by the Team at the times and in the manner as specified in Exhibit C: Remuneration and Payment.
ARTICLE 5. NOTICES
Any notice required to be given by either Party under the Agreement shall be in writing and shall be deemed as served and valid when delivered personally, by mail, by e-mail, or by fax to the other Party's office listed below:
To Consultant, Attn: Mr. Wawan Ruswan Abas Basari
Address: Jl.P.Flores No.8 RT.07 RW.2 Kampung Satu Skip,
Tarakan, North Kalimantan - Indonesia 77123
Mobile: +6281224451266
email: rushwanov@gmail.com

To Salu, Attn: Mr.Edward Eliem Salu, Director
Project Office: Rua Becora, Dili ……….., Timor Leste
Mobile: +6281339154155, +67077275775
email: saluslalu@yahoo.co.id

ARTICLE 6 SPECIAL PROVISIONS
The following are the revisions or modifications made to Exhibit A: General Conditions of the Agreement:
For Clause 4.3 [CURRENCY OF PAYMENT], the New Taiwan Dollars will not be used in this case.
For Clause 6.1 [DUTY OF CARE], the Services will be carried out off-shore in Democratic Republic of Timor Leste.
For Clause 6.6 [TAXES AND DUTIES], together with Exhibit C shall apply.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

 


Salu Corporation Unipessoal, Lda. Consultant







Signed by: ______________________ Signed by: _____________________
Edward Eliem Salu Wawan Ruswan
Director Consultant






EXHIBIT A
GENERAL CONDITIONS
CLAUSE 1 DEFINITIONS
The following words and expressions shall have the meanings assigned to them except where the context otherwise requires:
a. “Project” means the project named in the Agreement for which the Services are to be provided.
b. “Services” means the services to be performed by the Team in accordance with the Agreement as stated in Exhibit B: Scope of Services.
c. “Client” means the party named in the Agreement, who employs Salu, and legal successors to the Client and permitted assignees.
d. “Salu” means Salu Corporation Unipessoal, Ltd., who is employed by the Client to perform the operations necessary and required for the services for the Project, and legal successors to Salu and permitted assignees.
e. “Consultant” means the party who was authorized by the Team to represent him with Salu.
f. “Team” means the experts named in the Agreement, who are employed as a group of independent professionals by Salu to perform the Services.
g. “Party” and “Parties” means Salu and the Consultant and “third party” means any other person or entity as the context requires.
h. “Agreement” means the Agreement and all exhibits and appendices annexed hereto, including Exhibit A: General Conditions, Exhibit B: Scope of Services, Exhibit C: Remuneration and Payment, Exhibit D: Schedule, and otherwise as expressly listed in the Agreement.
i. “Agreement Amount” means the total amount of compensation stated in the Agreement as payable to the Consultant for the execution and completion of the Services, subject to the increase or decrease in accordance with the provisions of the Agreement.
j. “day” means the period between any one midnight and the next in Indonesia or Timor Leste.
k. “month” means a period of one month according to the Gregorian calendar commencing with any day of the month.
l. "US Dollar" and the sign "US$" means the currency of the United States of America.
CLAUSE 2 GENERAL PROVISIONS
2.1 SCOPE OF SERVICES
The Services to be performed by the Team of the Consultant under the Agreement relating to the Project are stated in Exhibit B: Scope of Services (TOR)
 

2.2. ASSIGNMENT LOCATION: Timor Leste
2.3. ASSIGNMENT DURATION: 9 months
2.4 WORKING HOURS
Working days and hours. Standard working days and working hours is determined to be Monday to Friday, 08.00 to 17.00 local time. However, the nature of design and study works may require the Consultant and the Team to work on their arrangement on work days, Saturdays and Sundays as well as public holidays.
Work overtime: no additional payment for overtime works.
Paid leave: no paid leave as stated in the contract.

2.5 PERFORMANCE OF THE CONSULTANT
During the Term of Engagement when the Team of the Consultant’s inputs are required, the Team of the Consultant shall work full time and shall diligently and effectively complete the services under the TOR. Salu reserves its right to evaluate the Consultant's performance and to maintain a record of the performance evaluation to refer to if the Consultant is considered for unpaid.

2.6. REPORTS
The Consultant shall submit to Salu reports and/or other written and electronic documents as required in the TOR. Reports and milestones to be provided by the Consultant is as follow:

2.7. CONTRACTUAL ETHICS
Salu requires that Consultant observe highest standard of ethics (refer to Timor Leste and Indonesia Policy on Anti-Corruption. The Consultant also undertake no fees, gratuities, rebates, gifts, commissions, or other payments, other than those shown in this Contract have been given or received in connection with the selection of the Consultant or in the Contract's execution.

2.8 INTERPRETATION
a. The headings in the Agreement shall not be used in its interpretation.
b. The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.
2.9 LANGUAGE AND LAW
a. The language in which the Agreement is drawn up: English.
b. The language according to which the Agreement is to be construed and interpreted, designated as the “Ruling Language”: English.
c. The Agreement shall be deemed to be an agreement made under and g