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Request for Tender

Avaroa Cables Ltd: Compound Project

Reference No: CK202112

Date of Release: 04, February, 2021

Avaroa Cables Ltd

All queries regarding this Request for Tender should be directed to:

Contact Officer

[email protected]

TENDER CLOSING TIME: 3:00PM (CI Time) Monday, 1 ST March, 2021

mailto:[email protected]

[This page is intentionally left blank]

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Avaroa Cables LtdReference

No: CK202112

Table of Contents

GLOSSARY AND DEFINITIONS........................................................................................................................................... 4

INTRODUCTION............................................................................................................................................................... 5

CONFIDENTIALITY.......................................................................................................................................................................5BACKGROUND...........................................................................................................................................................................5SUMMARY OF REQUIREMENTS......................................................................................................................................................5A NOTE ON OPERATIONS.............................................................................................................................................................6A NOTE ON COVID-19...............................................................................................................................................................6A NOTE ON FORCE MAJEURE........................................................................................................................................................6

CONDITIONS OF TENDERING............................................................................................................................................ 7

CONTACT OFFICER......................................................................................................................................................................7TENDER REGISTRATION...............................................................................................................................................................7TENDER CLOSING TIME...............................................................................................................................................................7SUBMISSION OF TENDER..............................................................................................................................................................8CONFLICT OF INTEREST DECLARATION............................................................................................................................................9FURTHER INFORMATION OR CLARIFICATIONS....................................................................................................................................9PROBITY...................................................................................................................................................................................9SELECTION PROCESS...................................................................................................................................................................9NOTIFICATION OF ACCEPTANCE...................................................................................................................................................10NON-RESIDENT TENDERER.........................................................................................................................................................10

MANDATORY CONDITIONS............................................................................................................................................. 12

SPECIAL CONDITIONS..................................................................................................................................................... 12

ATTACHMENT 1 – TENDER SPECIFICATION REQUIREMENTS............................................................................................13

TENDER SPECIFICATIONS............................................................................................................................................................13

ATTACHMENT 2 – TENDER FORMS TO BE SUBMITTED.....................................................................................................16

A1 – FORM OF TENDER............................................................................................................................................................17A2 – CONFLICT OF INTEREST DECLARATION..................................................................................................................................19A3 – COMPLETED SCHEDULE OF PRICES.......................................................................................................................................20A4 – PROPOSED SUBCONTRACTORS (IF APPLICABLE).......................................................................................................................22A5 – PRELIMINARY DELIVERY PROGRAMME..................................................................................................................................24A6 – LIST OF REFEREES WHO MAY BE CONTACTED.........................................................................................................................26

ATTACHMENT 3 – EVALUATION CRITERIA....................................................................................................................... 28

MANDATORY CONDITIONS.........................................................................................................................................................28EVALUATION CRITERIA..............................................................................................................................................................28RISK......................................................................................................................................................................................29

ATTACHMENT 4 – CONTRACT CONDITIONS.................................................................................................................... 30


No: CK202112

GLOSSARY AND DEFINITIONS

TERM DEFINITION

BTIB Business Trade Investment Board

CLS Cable Landing Station

Contact Officer Point of contact in regards to the RFT

DGS Diesel Generator Set

Electronic Tender Account Asia Pacific Public Electronic Procurement Network e-GP System

https://in-tendhost.co.uk/adbprocurementnetwork/aspx/Home

Manual The Cook Islands Government Financial Policies and Procedures manual

Policy The Cook Islands Government Purchase and Sale of Goods and Services Policy

Principal Avaroa Cables Ltd (ACL)

RFT Request for Tender

Tender Formalised process of bidding for work or contract

Tenderer The entity that submits a response to the RFT

Tender Team The group of people responsible for the management of the tender process and includes those people who are specifically responsible to evaluate Tenders.

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No: CK202112INTRODUCTION

Confidentiality

Drawings, Specifications, Schedules and written technical information supplied to Tenderer shall not be used for purposes other than for the preparation of a Tender without the approval of ACL. Information submitted by a Tenderer shall be regarded as confidential and shall not be disclosed to a third party except with the prior written agreement of the Tenderer.

No publicity relating to this Request for Tender (RFT) or to the acceptance of any tender shall be released by the Tenderer for publication in any newspaper, magazine, social media, journal or any other medium without the prior written approval of ACL.

Background

In 2018, the governments of the Cook Islands, Niue, Samoa and French Polynesia signed a treaty to work together on the Manatua Cable Project to link the four countries through a new fibre optic submarine cable system, the Manatua One Polynesia Cable. The Manatua Consortium, made up of the four Polynesian nations is the first collaboration of its kind in the Pacific. Each country is represented by publicly held operators in

French Polynesia – Office des Postes et telecommunication Niue – Telecom Niue Samoa – Samoa Submarine Cable Company Cook Islands – Avaroa Cables Ltd

ACL is a licensed network operator under the Competition and Regulatory act of 2019 and provides wholesale internet connectivity since September 2020 and domestic inter-islands connectivity in Aitutaki since August 2020 in the Cook Islands. Following the successful landing of the Manatua Cable and the installation of the cable landing stations in Rarotonga and Aitutaki, ACL is now undertaking the compound building works program designed to safe guard this critical piece of National Infrastructure of the Cook Islands.

Summary of Requirements

Through this RFT the Principal is Avaroa Cables Ltd (ACL) and the project is the ACL Compound Project. This RFT is for the construction (against pre-approved building site plans, and with the successful contractor(s) providing all materials and labour) and turnkey delivery of;

In Rarotonga

1) New hangar building over Cable Landing Station.2) New roof over the installed diesel generator and external diesel tank.3) New office building. 4) Auxiliary works which includes new duct lines, manholes, paved access way, security fencing and site

beautification.

In Aitutaki

1) New hangar type building over Cable Landing Station.2) New roof over the installed diesel generator and external diesel tank.3) Auxiliary works which includes security fencing and site beautification.

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No: CK202112Tenders will be accepted to provide goods and services for any of the following:

- for whole contract, i.e., for both Rarotonga and Aitutaki; - for the Rarotonga works only; - for the Aitutaki works only

Please not that ACL reserves the right to contract with more than one tenderer.

Construction of the hangar type building to cover the existing cable landing station in Rarotonga is of paramount importance and is time critical. The Tenderer should ensure this is reflected in the Plan(s) of Work submitted in response to this RFT, with exception to part contract bids for Aitutaki only. Tenders identifying early completion of the Rarotonga hangar will receive additional scoring. In order to base its proposal and quotation on reliable evidence, the Tenderer may, prior to the submission of its offer, wish to conduct a survey of landings and stations at its own expense in order to evaluate the quantity and type of quoted items, the work to be done, its difficulty and to determine the most appropriate procedures, methods and tools.

ACL can assist the Tenderer in its due diligence by providing all the available information, in answering questionnaires, and/or arranging the visits. Site visits and questions should be directed to the contact officer identified below. It is the Tenderer’s responsibility to carry out any site visits that may be needed in order to assess the true costs (inclusive of VAT, freight duties/levies and delivery to site any items/materials) required to complete the project where necessary.

Physical documents included in this RFT can be arranged for supply/inspection if needed, but ACL’s preference is for successful contractors who are able, effectively, to deal interactively with it online and in real time.

A note on Operations

ACL’s Network Infrastructure is fully operational at both sites with each carrying live communications traffic for Rarotonga and Aitutaki. The successful tender will be expected to work with all reasonable endeavor’s and diligence to ensure no harm, damage or interruption occurs to this important national infrastructure. ACL expects to work with the Tenderer to achieve this by assisting to identify risks and to pinpoint the locations of existing infrastructure. However, the successful contractor will be held responsible for any negligent actions undertaken that cause disruption to ACL’s Network Infrastructure, or the infrastructure of neighboring facilities on both sites.

A note on COVID-19

ACL recognizes that the impact of COVID-19 is causing barriers and logistical challenges in terms of the movement of persons and goods both internationally and between Rarotonga and Aitutaki. Tenderers are expected to have familiarized themselves with those barriers and challenges as exist at the time of this Tender; delays and cost increases attributable to those will be to the account of the successful contractor and will not be regarded as Force Majeure

A claim of Force Majeure related to COVID-19 will be considered by ACL only in the circumstances outlined in the conditions of contract below.

ACL expects that all suppliers engaged with ACL to carry out works between Rarotonga and Aitutaki adhere at all times with the recommendations and instructions of Te Marae Ora, this includes the practice of social distancing, recommended hygiene practices and travel restrictions. If this is the case, ACL would like to practise

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No: CK202112this through remote based working and the preference for email, phone or video conferencing in lieu of in person contact.

CONDITIONS OF TENDERING All tenders should conform to the Conditions of Tendering, but must conform to the Mandatory Conditions as set out in this RFT.

Contact Officer

The Contact Officer for this tender is:

Name of Person: Tania AperaTitle: Systems EngineerAddress: PO Box 3064, Ingram House, Avarua, Rarotonga, Cook IslandsPhone: +682 24737E-mail: [email protected]

Tender Registration

Prospective Tenderers should register their interest to participate in this RFT process by registering on the Cook Islands Government E-Government Procurement portal at:


In order to participate in the tender process, you will need to register as a supplier on the Portal as a supplier. As part of registration, you will need to specify relevant “Business Categories” for your business. This tender will be listed under the following category:

Category Title

72120000 Non-residential building construction services

Prospective Tenderers should include this category when registering on the system.

Should there be any issues registering please advise the contact officer as soon as possible and an alternative registration processes will be advised. The Contact Officer will acknowledge receipt of the registration. Only registered Tenderers will receive notices directly as and when they are issued. It is the responsibility of the Tenderer to ensure they are properly registered for this RFT. ACL reserves the right to extend the list of registered Tenderers beyond those who register interest in this RFT.

Once the Tender is published on the portal any suppliers registered will receive automatic advice of the tender and a link to access tender documentation via the Electronic Tender Account. Submission of tenders will be through the same account.

Suppliers who register after the tender is published will receive notification of the tender upon registration.

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mailto:[email protected]


No: CK202112Tender Closing Time

Tenders must be received by the Electronic Tender Account by the following deadline, or they will not be considered:

Tender Closing Time and Date: 3:00PM (CI Time) Monday, 1 st March, 2021

It is the Tenderer’s responsibility to ensure that their tender reaches the Electronic Tender Account (https://in-tendhost.co.uk/adbprocurementnetwork/aspx/Home), by the specified closing date and time.

Late tenders will not be accepted.

Submission of Tender

The cost of preparing and submitting the Tender shall be borne by the Tenderer.

It is the Tenderer’s responsibility to carry out any site visits in order to assess the true costs to complete the project where necessary.

ACL may vary the Tender Specifications described in Attachment 1 at any time, including the closing date, by notice in writing to the Tenderers still involved in the RFT at the time the Tender Specifications are varied.

Tenders shall be submitted in either hard copy or electronic copy, as specified below only.

Late tenders will not be accepted.

Telefax tenders will not be accepted.

Hardcopy Submission:

Hardcopy Tenders shall be submitted in three (3) complete copies, packaged and labelled “CONFIDENTIAL” and have the following information clearly exhibited on the outside:

Avaroa Cables Limited (“ACL”) Tender for the Compound Project Ref. # CK202112 Tender closes: 3:00PM (CI Time) Monday, 1 st March, 2021

Hard copy tenders must be placed in the Tender Box located at the Avaroa Cables Limited Office, first floor Ingram House Building, Ruatonga and submitted in the format contained in Attachment 2 – Forms to be submitted by the due date.

Failure to do so will result in the tender being disqualified.

Electronic Copy Submission:

Electronic copy tenders must be submitted through the Electronic Tender Account in the format contained in Attachment 2 – Forms to be submitted, by the due date. Failure to do so will result in the tender being disqualified.

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No: CK202112The default portal is the Asia Pacific Public Electronic Procurement Network e-GP System (refer https://in-tendhost.co.uk/adbprocurementnetwork/aspx/Home). The title and reference number of this document is the tender identifier.

The tender form shall be submitted in Microsoft Word format. Additional documents should be submitted in PDF format. Tenderers should seek approval for any other alternative electronic formats. If offers do not comply with the approved formats, they will be deemed non-compliant and may not be accepted.

If the supplier is not able to access or upload tender documents through the default CIG Procurement Portal, they should first seek guidance from the user guide using the following link

https://in-tendhost.co.uk/adbprocurementnetwork/aspx/BuyerProfiles

or by clicking the “user guides” tab on the portal. Thereafter further guidance may be available through the Contact Officer.

If still not successful the Contact Officer will arrange a secure email tender account for the upload of documents.

The Electronic Tender Account will send a confirmation of receipt email in response to your electronic submission and the time of upload will be used to confirm the date and time of upload. If you do not receive a confirmation of receipt email within five working days please contact the Contact Officer for this tender.

If offers do not comply with the approved formats, they will be deemed non-compliant and may not be accepted.

Conflict of Interest Declaration

Tenderers must complete the Conflict-of-Interest Declaration form in Attachment 2 to disclose any potential or actual conflicts of interest that they may have or may be perceived to have, in respect of their responsibilities to ACL and other parties should they be selected as the successful Tenderer. Where potential or actual conflicts of interests are identified, the Tenderer must specify how this will be managed in order to provide assurance that it will not adversely impact the performance of any services.

Further information or clarifications

Negotiations will not be permitted between the Tender Team and any prospective Tenderers during the tender advertising period. However, prospective Tenderers may seek clarification of the tender documents prior to submitting their tenders.

Any further information or clarification required by a Tenderer in relation to this RFT must be directed to the Contact Officer. Tenderers should note that to ensure no disadvantage to any Tenderers, responses to questions pertaining to this RFT will be circulated to all those who have registered their interest.

Where ACL considers that the competitive advantage of the individual Tenderer may be compromised by the distribution of responses to such requests for information and/or clarification to all Tenderers, ACL reserves the right to issue such response(s) only to that particular Tenderer.

Any additional information relating to this RFT will be circulated to all registered Tenderers via the E-Government Procurement portal and emailed to all registered Tenderers on the portal as a Notice to Tenderers.

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No: CK202112Details of questions and answers provided during the tender process will be logged in the Electronic Tender Account accessible by all registered Tenderers.

Probity

ACL is committed to ensuring that the process of this tender is fair and open. For Tenderers that means while no gifts or entertainment of any nature will be permitted between any parties involved throughout the tender process, including: tenderers or potential tenderers, tender team members, evaluation team members, the Head of Agency, or any other member or organisation that may have an involvement with any aspect of the tender process. However, if there are any interactions, goods and services that are exchanged between parties, these are done so without any influence to the outcome of this RFT because;

1. All evaluation and selections processes will be carried out in accordance to the processes set out in this RFT;

2. Assessment of tenders will be done consistently and objectively;3. Each Tenderer will have equal access to information in this RFT; and4. All information provided by the tenderer will be kept secure and will be treated in confidence in

accordance to this RFT.

Selection Process

All tenders received by the date and time will be assessed on whether they have conformed to the Mandatory Conditions. Failure to comply with these conditions will result in immediate exclusion from the Evaluation process. All Tenders deemed compliant will then proceed to the evaluation stage.

Evaluation of the responses to this RFT will be in accordance with the Evaluation Criteria described in Attachment 3.

To assist in the examination, evaluation and comparison of Tenders, ACL may, at its discretion, ask the Tenderer for clarification of its Tender. The request for clarification and the response shall be in writing.

Notification of Acceptance

Tenders shall remain valid for acceptance and shall not be withdrawn for a period of sixty (60) working days from the Closing Date of the tender.

Unsuccessful Tenderers shall be notified in writing by ACL or their representative within ten (10) working days of acceptance of the successful tender.

If no tender is accepted by ACL within twenty (20) working days after the Closing Date, each Tenderer will be notified in writing by ACL or their representative whether their tender is still under consideration or is no longer being considered.

When one or more preferred Tenderer has been identified, ACL will invite each Tenderer to enter into negotiations based on the draft contract in Attachment 4 to this RFT. Only when both parties have agreed to the terms of the contract and executed the contract, will ACL formally issue a Letter of Acceptance to the successful Tenderer

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No: CK202112The successful Tenderer will be notified by ACL or their representative in writing on a date yet to be confirmed, but within sixty (60) working days from the Closing Date of the tender.

The Tender Team reserves the right to contact referees and/or customers regarding the performance of the Tenderer as it may pertain to this RFT.

ACL shall not be bound to accept the lowest priced tender or the highest scored tender or any tender.

Tenderers are entitled to the release of their evaluation report on request. Any requests for evaluation reports of other tenders must be processed under the Official Information Act 2009.

Tenderers have the right to make a complaint and may do so under the complaints process of the Cook Islands Government Purchase and Sale of Goods and Services Policy.

If no tender has been accepted within the period stated, ACL will notify all Tenderers that no tender was accepted and may:

Invite all Tenderers to provide additional information; and/or Re-advertise the RFT and extend the closing date of the Tender. Tenderers may either resubmit their

tender or provide additional information to support their existing Tender already received by ACL

At the conclusion of the tender process the outcome will be published on the procurement website showing the names of the successful Tenderer.

Non-Resident Tenderer

In order for foreign companies to carry out business in the Cook Islands, an application for, and approval, must be sought from the Business Trade Investment Board (BTIB). Any fees associated with the registration are to be covered by the Tenderer. Tenderers should inform themselves of the registration process and confirm in their Tender that they are willing to register once a Letter of Acceptance is issued. Information can be found at www.btib.gov.ck.

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http://www.btib.gov.ck/


No: CK202112MANDATORY CONDITIONS

All tenders must conform to the Mandatory Conditions below. Any tender that fails to comply with one or more of the mandatory requirements will be deemed non-compliant and will be excluded from the evaluation process. Mandatory Conditions below are also reflected in Attachment 3 – Evaluation Criteria.

1. Tenders must be completed in the format contained in Attachment 2 of this RFT. If offers do not comply with the format contained in Attachment 2, they will be deemed non-compliant and may not be accepted.

2. Tenders must be deposited in the required form in the Tender Box or Electronic Tender Account by the closing time as specified in this RFT.

3. All tenders and related documentation in respect of this RFT may be presented in the English or Maori language. Tenders presented in Maori or any other language must be provided with an English translation.

4. Tenderers must tender to provide services or supply materials for the whole or part by islands the works/goods/services as specified in the Tender Specifications.

5. Tenders must be presented in hard copy format and/or electronic copy format as specified in this RFT. Telefax tenders will not be accepted.

6. All prices quoted must be landed inclusive of freight and relevant charges to the final point of delivery. 7. All prices must be in New Zealand dollars.

SPECIAL CONDITIONS None

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No: CK202112ATTACHMENT 1 – TENDER SPECIFICATION REQUIREMENTS

Rarotonga Tender Specifications & Architectural drawings

All construction work shall be in accordance with the Cook Islands Building Code 2019 and/or the relevant NZ Building codes. The relevant codes and guidelines for Rarotonga are found in the following documents listed in Table 1.0 The respective Architectural drawings for Rarotonga are listed in Table 2.0

These are attached to this RFT.

Table 1.0

Tender Specifications - RarotongaDoc Number Title Version Date of

issue Stamp

01 Rarotonga Building Specs 00 23/12/2020 02 Rarotonga Electrical Specs 00 23/12/2020 03 Rarotonga Plumbing Specs 00 23/12/2020 04 Rarotonga Windows and Doors Specs 00 23/12/2020

Final wall, ceiling, flooring paint colours for all interior and exterior parts for all construction shall be decided by ACL.

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No: CK202112Table 2.0

Architectural List for Rarotonga Sheet Number Sheet Name Version Date revised Stamp

C01 Main sheet 00 30/09/2020 L01 As Built Drawing 00 30/09/2020 L02 New Cabling Underground 00 18/02/2021 L03 Site Plan 00 19/01/2021L04 Hangar Foundation Plan 00 30/09/2020 L05 Hangar Floor Layout 00 30/09/2020 L06 Hangar Sections A-A, B-B, C-C, D-D 00 30/09/2020 L07 Hangar Elevations 1 2 & 3 00 30/09/2020 L08 Hangar Elevations 4 & 5 00 30/09/2020 L09 Hangar Roof Layout 00 30/09/2020 L10 Hangar Electrical Layout 00 30/09/2020 L11 Hangar Plumbing Layout 00 30/09/2020 A01 Assemblies 01, 02, 03, 04 00 30/09/2020 A02 Assemblies 05, 06, 07 & Canopy Roof 00 30/09/2020 A03 Assemblies 08 00 30/09/2020 A04 Assemblies 09, 10, 11 00 30/09/2020 S01 Door & Window Schedule for Hangar 00 30/09/2020 C02 Office Cover Sheet 00 30/09/2020 L12 Office Foundation Plan 00 30/09/2020 L13 Office Floor Layout 00 30/09/2020 L14 Office Sections E-E, F-F & G-G 00 30/09/2020 L15 Office Elevations 6 7 8 & 9 00 30/09/2020 L16 Office roof plan 00 30/09/2020 L17 Office Electrical Layout 00 30/09/2020 L18 Office Plumbing Layout 00 30/09/2020 L19 Fence site plan 00 30/09/2020 L20 Fence section 00 30/09/2020 A05 Assemblies 13, 14, 17, 20 00 15/12/2020A06 Assemblies 15, 16, 18, 19 00 30/09/2020 S02 Door & Window Schedule for Office 00 30/09/2020

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No: CK202112

Aitutaki Tender Specifications & Architectural drawings

All construction work shall be in accordance with the Cook Islands Building Code 2019 and/or the relevant NZ Building codes. The relevant codes and guidelines for Aitutaki are found in the following documents listed in Table 3.0 The respective Architectural drawings for Aitutaki are listed in Table 4.0


Table 3.0

Tender Specifications - AitutakiDoc Number Title Version Date of

issue Stamp

01 Aitutaki Building Specs 00 23/12/2020 02 Aitutaki Electrical Specs 00 23/12/2020 03 Aitutaki Plumbing Specs 00 23/12/2020 04 Aitutaki Windows and Doors Specs 00 23/12/2020

Final wall, ceiling, flooring colours for all interior and exterior parts for all construction shall be decided by ACL.

Table 4.0

Architectural List for AitutakiSheet Number Sheet Name Versio

nDate

revisedStam

pCS Cover sheet 00 30/09/2020L01 As Built Drawing 00 30/09/2020L02 Site Plan 00 20/01/2021L03 Hangar Foundation Plan 00 30/09/2020 L04 Hangar Floor Layout 00 30/09/2020 L05 Hangar Sections A-A, B-B & C-C 00 30/09/2020 L06 Hangar Elevations 1, 2, 3 & 4 00 30/09/2020 L07 Roof Layout 00 30/09/2020 L08 Hangar Electrical 00 20/01/2021L09 Hangar Plumbing 00 30/09/2020 L10 Fence site Layout 00 20/01/2021 L11 Fence Sections 00 20/01/2021A01 Assemblies 01, 02, 03 & 04 00 30/09/2020 A02 Assemblies 06, 07 & 08 00 30/09/2020 A03 Assemblies 05 & 09 00 30/09/2020 S01 Door & Window Schedule 00 30/09/2020

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No: CK202112ATTACHMENT 2 – TENDER FORMS TO BE SUBMITTED

Instructions

1. Tenderers must complete and submit all of the following forms, in the formats provided in this Attachment:

A1 – Tender Form A2 – Conflict of Interest Declaration A3 – Completed Schedule of Prices A4 – Proposed Subcontractors (if applicable) A5 – Preliminary Delivery Programme A6 – List of Referees we may contact in relation to this offer. A7 – Demonstration of capability of the Tenderer

2. Tenderers who fail to supply all of the items listed in above, will be deemed non-compliant and will be excluded from the tender evaluation process.

3. Tenderers shall provide a Safe System of Works Plan for works that will be carried out. These plans shall outline how the Tenderer will protect ACL’s Network Infrastructure from being damaged. The plan should primarily address protection of the cables in the ground (electrical power and communications) and protection of above ground facilities (cable landing station container, diesel generator and fuel tank). ACL will review and amend the plan prior to approval and adoption. ACL will also facilitate the contractor to identify and locate its facilities during mobilisation. Damage to ACL facilities as a result of contractor negligence and/or failure to comply with their own Safe System of Works Plan will implicate a Performance Penalty of 5% of the total contract price for both Rarotonga and Aitutaki in addition to the costs of repair work to ACL's existing facilities

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No: CK202112

A1 – Form of Tender

[Insert the address to which responses to this RFT mustbe directed]

Tender For: Avaroa Cables Ltd Compound ProjectSupplier: [Name of supplier]

Having examined the Tender Documents in relation to Tender Reference No. CK202112 and dated __/__/__, released by [insert the title of ACL or tendering agency], we submit the following offer.

We offer to complete, handover to ACL and remedy defects in the whole of the said Tender Specifications in conformity with these Tender Documents for the sum of [insert the price offered in text with the value in numbers thus (NZD$__________.__)] stated exclusive of Value Added Tax, together with such other sums as may be ascertained in accordance with the Contract.

We acknowledge receipt of Notices __________ to __________.

We agree/do not agree to the Terms and Conditions of the Contract Agreement in Attachment 4 of the said tender and do not propose any amendments.

We undertake to complete and handover of the whole/parts of the Contract Works/Goods/Services within the period stated in the Conditions of Tendering.

We agree to abide by this Tender for a period of sixty (60) working days from the date fixed for receiving the same and it shall remain binding upon us and may be accepted by you at any time before the expiry of that period.

Unless and until a Contract Agreement is prepared and executed, this Tender together with your written acceptance thereof, shall constitute a binding contract between us.

We understand that you are not bound to accept the lowest or any Tender you may receive.

We understand that no contract shall come into existence, and no legal or other obligations shall arise between us and you (or between us and any other agent of ACL) in relation to the conduct, outcome or otherwise of the Tender process, prior to and apart from your acceptance of our Tender.

We understand that you may contact the referees nominated by us in this offer and make whatever enquiries you deem necessary regarding our financial health and ability to deliver the Contract Works/Goods/Services. Further, during the assessment stage we understand and agree that you may request specific information from all Tenderers in order to assist your assessment. We acknowledge that a failure to provide such information may result in disqualification from the process.

We provide the following information required to be submitted with this Tender:

A2 – Conflict of Interest Declaration A3 – Completed Schedule of Prices

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No: CK202112 A4 – Proposed Subcontractors (if applicable) A5 – Preliminary Delivery Programme A6 – List of Referees you may contact in relation to this offer. A7 – Demonstration of capability of the Tenderer.

If the Tenderer is unable to agree to any clauses included in the Conditions to the Contract, it must set out in a table form the clause reference, reason why the Tenderer cannot accept it and proposed alternative wording.

Tenderers details:

Tenderers full name:

Tenderers trading name (if Company):

Contact person (if Company):

Postal address:

Physical address:

Phone number:

Mobile:

Email address:

Signature Date

Full Name Position (if Company)

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No: CK202112

A2 – Conflict of Interest Declaration

A conflict of interest arises if you or a close family member has an interest e.g., is a board or committee member or is employed in a senior position in the Government agency that wants to purchase the goods or services relating to this tender process.

In submitting this tender bid, I declare:

I understand that an actual, potential or perceived conflict of interest may arise in participating in this tender process and that I am obliged to declare any such conflict of interest.

I confirm that in submitting this information that I have either declared any potential conflicts of interest or that I am not aware of any situation or issue that would conflict with the interest of ACL.

If a conflict of interest arises at any time before the selected supplier has been awarded, I will advise the Contact Officer or ACL immediately.

I have personally completed this declaration on behalf of the Supplier(s) and declare that the submitted tender bid provided are true and correct.

I declare that I have a potential conflict of interest as follows:

I will manage this conflict of interest by:

Declared by:

Signature Date

Full Name Position (if Company)

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No: CK202112

A3 – Completed Schedule of Prices

PRICE SCHEDULES SHALL BE PROVIDED IN MS EXCEL FORMAT REFER TO SEPARATE ATTACHMENT “SCHEDULE OF PRICES”

A Schedule of Prices must be included and must clearly show the VAT exclusive amount, the VAT amount and the total inclusive VAT amount.

The Tenderer shall provide separately in its Price Schedules estimated amounts of custom duties and taxes (including VAT and alike) which might have to be paid by ACL.

The Tenderer shall provide Price Schedules showing a detailed breakdown of its tendered price for the System and the Work, based on fixed prices.

The documentation shall be fully indexed and labelled with a full contents list identifying the directory/sub-directory any document (file) is provided, include hypertext linking where appropriate and not have security features implemented.

Tenderer shall identify any other costs not covered in the RFT but necessary for the successful delivery of the Works.

Tenderer shall provide hourly price for skilled and unskilled workers, to cover unplanned works that may occur during the implementation of the works.

A3.1 – Completed Schedule Prices – Rarotonga

A New hangar building over Cable Landing Station Total VAT Gtotal A1 Site preparation, foundation A2 External walls, roof, ceiling, insulation A4 Internal walls, internal ceiling, doors, windows A5 All Painting, tiling, finishing, cyclone shutters A1 All electrical A2 All plumbing and drainage A4 Clean up & disposal of waste A5 Total Turn Key Quote including VAT

B New roof over diesel generator and Ext diesel tankTotal VAT Gtotal

B1 Site preparation, foundations and columns B2 Steel works, roof, insulation B3 All Electrical B4 All Painting B5 Clean up & disposal of waste B6 Turn Key quote including VAT

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No: CK202112

C New Office building Total VAT Gtotal C1 Site preparation, foundation C2 External walls, roof, insulation, wall framing

C3 Roof ceiling, insulation, walls, doors windows &

cladding C4 All finishing, painting, plastering, tiling

C5 All electrical, permits, 3 phase 25mm dia cable, meter board, fuse boards, lighting, hot points, air-conditions

C6 All plumbing, filtered hot water, drainage C7 Clean up & disposal of waste C8 Turn Key quote including VAT

D New internal duct line and man hole installation Total VAT Gtotal D1 Site preparation, trenching, foundations D2 all ducts, manholes, lids D3 All cabling, electrical and data to be installed in ducts D4 Clean up & disposal of waste D5 Turn Key quote including VAT

E New Paved Access way Total VAT Gtotal E1 Site preparation, Labour and machinery E2 New Paved way construction E3 Clean up & disposal of waste E4 Turn Key quote including VAT

F New Perimeter security fence Total VAT Gtotal F1 Site preparation, foundations F2 construction of security fencing F3 Installation of security floodlights (2) F4 Clean up & disposal of waste F5 Turn Key quote including VAT

21


No: CK202112G Site Beautification, drainage and groundworks Total VAT Gtotal G1 Site Preparation, removal of rocks, debris and subsoil

G2 Landscape leaving site with raked top soil,

site drainage G3 Clean up & disposal of waste G4 Turn Key quote including VAT

A3.2 – Completed Schedule Prices – Aitutaki

A New hangar building over Cable Landing Station Total VAT Gtotal A1 Site preparation, foundation A2 External walls, roof, ceiling, insulation A4 Internal walls, internal ceiling, doors, windows A5 All Painting, tiling, finishing, cyclone shutters A1 All electrical A2 All plumbing and drainage A4 Clean up & disposal of waste A5 Total Turn Key Quote including VAT

B New roof over diesel generator and Ext diesel tankTotal VAT Gtotal

B1 Site preparation, foundations and columns B2 Steel works, roof, insulation B3 All Electrical B4 All Painting B5 Clean up & disposal of waste B6 Turn Key quote including VAT

C Site Beautification, drainage and groundworks Total VAT Gtotal

C1 Site Preparation, removal of rocks, debris and subsoil

C2 Landscape leaving site with raked top soil,

site drainage C3 Clean up & disposal of waste C4 Turn Key quote including VAT

22


No: CK202112A4 – Proposed Subcontractors (if applicable)

The Tenderer shall provide a limited list of all the sub-contractors it intends to use for any work resulting from a successful Tender. The list shall clarify for which part of the Work each sub-contractor is planned to be used. No more than five sub-contractors shall be proposed for any part of the Work. Any change either before or after the Contract signature to the list shall need prior written consent of ACL.

Subcontractor details:

Subcontractors full name:

Subcontractor s trading name (if Company):

Contact person (if Company):

Postal address:

Physical address:

Phone number:

Mobile:

Email address:

Works/Skills to be performed:

Educational/Technical Qualifications:

Work Experience:

Potential or Actual Conflicts of Interest:

23


No: CK202112

A5 – Preliminary Delivery Programme

The Tenderer shall provide detailed Plan(s) of Work (in pdf format) showing how they will organize activities to meet the Completion Date.

Plan(s) of Work shall be constructed using the following rules:

a. The Plan of Work shall be in the form of a Milestone Table (see below, this must be updated weekly), the Milestone Table will include planned start- and end-dates, this will correspond to the billing milestones.

b. The Plan of Work shall commence from the target date of the Coming into Force of the Contract and shall include all the activities necessary to complete the execution of the Contract.

c. The Plan of Work shall be constructed using the following main tasks in this particular order:

Rarotonga Contract coming into force Survey activities (if any) in Rarotonga Purchase of resources Priority of construction of Hangar above CLS in Rarotonga (inclusive of all plumbing, electrical and

finishing requirements) Construction of New roof over generator and diesel tank including, electricals, finishing’s. Construction of New Office Building in Rarotonga (inclusive of all plumbing, electrical and finishing

requirements) Auxiliary works which include duct lines, manholes, paved access way, security fence, drainage and

site beautification. All Landscaping requirements

Aitutaki Contract coming into force Survey activities (if any) in Aitutaki Purchase of resources Construction of Hangar above CLS in Aitutaki (inclusive of all plumbing, electrical and finishing

requirements) Construction of New roof above Generator and fuel tank. Auxiliary works which include, security fence, drainage and site beautification. All Landscaping requirements

e. The Plan of Work shall be detailed to the extent required in the Technical Specification. In particular, the Tenderer shall provide details of any development activities in a separate, more detailed development plan.

f. Tenderer shall provide per hourly quote for materials, skilled labour and unskilled labour, should ACL require extra work that has not been considered but necessary during the term of this contract.

24


No: CK202112

Milestones for Rarotonga

Milestone Start Date Finish DateContract in forceConstruction of New hangar building above CLS, including plumbing, electrical and finishing’s (painting, window and doors, flooring, etc)Construction of New roof over generator and diesel tank including, electrical and finishing’s.Construction of New Office Building, inclusive if all plumbing, electrical and finishing (painting, windows, doors, flooring etc)Auxiliary works which includes duct lines, manholes, paved access way, perimeter security fencing, drainage, site beautification groundworks and clean upAll Landscaping requirements where needed

Milestones for Aitutaki

Milestone Start date Finish dateContract in forceConstruction of New hangar building above CLS, including plumbing, electrical and finishing’s (painting, window and doors, flooring, etc)Construction of New roof over generator and diesel tank including, electrical and finishingAuxiliary works which includes perimeter security fencing, drainage, site beautification groundworks and clean upAll Landscaping requirements where needed

25


No: CK202112

A6 – List of Referees who may be Contacted

Name: ________________________________________________________________

Company: ________________________________________________________________

Address: ________________________________________________________________

________________________________________________________________

________________________________________________________________

E-mail Address: ________________________________________________________________

Phone No.: ________________________________________________________________

Facsimile No.: ________________________________________________________________

Nature of Relationship with Tenderer:

Name: ________________________________________________________________

Company: ________________________________________________________________

Address: ________________________________________________________________

________________________________________________________________

________________________________________________________________

E-mail Address: ________________________________________________________________

Phone No.: ________________________________________________________________

Facsimile No.: ________________________________________________________________

Nature of Relationship with Tenderer:

26


No: CK202112

A7 – DEMONSTRATION OF CAPABILITY OF THE TENDERER

The Tender shall include the following information:

a. The most recent annual report and accounts of the Tenderer, and, where applicable, of his holding company;

b. An outline of the Tenderer’s general organization structure, major activities and performance;

c. Evidence of its experience and specialization in similar designs and equipment, supported by reference and a concise list showing the countries and names of the clients to whom it has supplied similar systems;

d. Detailed information on the product(s);

e. Details of locations, services dates, size and general facilities of systems provided both those already operational and those projected;

f. An outline of the proposed project management arrangements for the System, with information about the project team; and

g. Information about current and anticipated work, showing how the System would be accommodated within the manufacturing schedule.

27


No: CK202112ATTACHMENT 3 – EVALUATION CRITERIA

The Mandatory Conditions have been drawn from the Conditions of Tendering in this RFT. Tenders that do not meet the Mandatory Conditions are deemed non-compliant, and will not proceed into Evaluation.

Mandatory Conditions

Tenders must pass all of the following requirements. Tenders that do not meet one or more of these conditions are deemed non-compliant and will not be considered.

Criterion CompliesYes or No

1. Tender must be completed in the format contained in Attachment 2 of the RFT.

2. Tenders must be deposited in the required form in the Tender Box and/or Electronic Tender Account by the closing time specified in the RFT

3. Proposal and related documentation must be in the English language or translated into English.

4. Tenderers must tender to provide the whole or part of the works/goods/services specified in the RFT.

5. Tenders must be presented electronic copy and/or hard copy format as specified in this RFT only.

6. All prices quoted must be landed inclusive of freight and relevant charges to final point of delivery.

7. All prices must be in NZ dollars

Evaluation Criteria

A Weighted Criteria methodology will apply to the evaluation of this RFT as follows:

28

Criteria Weight%

Non-Price Criteria

1. Locally established company Locally supplied resources (labour and/or materials)

5

2. Acceptance of the contract terms 53. Relevant Skills 104. Past Performance 105. Plan of Work/Timeline/Warranty 206. Resources 10Total Non-Price Elements 60Price 40

TOTAL WEIGHTING 100


No: CK202112Risk

The Evaluation Committee will conduct a Risk Assessment for each Tender submitted. This will identify the most significant risks presented by the Tender and consider the likelihood of the risk occurring; the consequence of that risk; and a risk mitigation strategy. In conclusion, the mitigated risk will be determined to form an overall measure of the risk represented by each Tender.

The risk mitigation strategy may include the inclusion of specific clauses in the executed contract. Therefore, a Tender considered to be high risk might still be selected subject to the Tenderer’s willingness to accept the proposed contract amendments.

29


No: CK202112ATTACHMENT 4 – CONTRACT CONDITIONS

AVAROA CABLES LTD

SERVICES CONTRACT--------------------------------------------------------

CONTRACT AGREEMENT

for

AVAROA CABLES LTD:Compound Project

Between

Avaroa Cables Ltd

And

<name name>

Issued on: <DD MM YYYY>Project No: CK202112Employer: Avaroa Cables LtdCountry: Rarotonga, Cook Islands

30


No: CK202112

Contract Agreement

THIS AGREEMENT made the __________ day of ________________________, 2021

BETWEEN

(1) Avaroa Cables Ltd, a statutory corporation established under the laws of the Cook Islands and having its principal place of business at PO Box 3064, Rarotonga, Cook Islands (“ACL” or “the Employer”), and

(2) <FULL LEGAL (BUSINESS) NAME>, a <description> and having its principal place of business in Address, Country, Country (“the Contractor or XXX”).

BACKGROUND

A. The Employer intends to acquire the services of a suitably qualified contractor to complete the construction works under the CLS Compound Build” project.

Description of Works – each an “element” Location

1 New Hangar building over Cable Landing Station. Rarotonga2 New roof over diesel generator set and external diesel tank. Rarotonga3 New office building Rarotonga4 Auxiliary works Rarotonga5 New Hangar building over Cable Landing Station. Aitutaki6 New roof over diesel generator set and external diesel tank. Aitutaki7 Auxiliary works Aitutaki

B. Appendix 2 details the schedule and programming and outputs and outcomes against each location.

C. The parties have agreed to contract on the terms set out below.

31


No: CK202112

AGREEMENT

Article 1 Contract Documents

1.1 Contract Documents. The following documents constitute the contract between the Employer and the Contractor, and each must be read and construed as an integral part of the Contract:

a) This Contract Agreement and the Appendices (this document)b) Tender Documents

a. ACL Request for Tender Document b. Tender Request Response

1.2 Order of Precedence if there is any ambiguity or conflict between the Contract Documents listed above, the order of precedence is the order in which the Contract Documents are listed in Article 1.1 (Contract Documents).

Article 2 Contract Price and Terms of Payment

2.1 Contract Price: The Employer agrees to pay to the Contractor the Contract Price in consideration of the performance by the Contractor of its obligations under this Contract. The Contract Price is the aggregate of the following and is inclusive of claimable expenses:

Cost Component Location Amount

1 New Hangar building over Cable Landing Station.

Rarotonga NZD$ tbc (+VAT)

2 New roof over diesel generator set and external diesel tank.

Rarotonga NZD$ tbc (+VAT)

3 New office building Rarotonga NZD$ tbc (+VAT)4 Auxiliary works Rarotonga NZD$ tbc (+VAT)5 New Hangar building over Cable Landing

Station.Aitutaki NZD$ tbc (+VAT)

6 New roof over diesel generator set and external diesel tank.

Aitutaki NZD$ tbc (+VAT)

7 Auxiliary works Aitutaki NZD$ tbc (+VAT)Total Contract Price NZD$ tbc (+VAT)

2.2 Terms of Payment: The terms of payment and procedures under which the Employer will reimburse the Contractor are given in Appendices 2 and 3 below.

Article 3 Effective Date

32


No: CK2021123.1 Effective Date. All periods for performance to the Time for Completion are calculated

from the Effective Date, The Effective Date, unless the parties agree differently in writing, is the date when this Contract Agreement has been duly executed for and on behalf of the Employer and the Contractor.

Article 4. Communications

4.1 The address of the Employer for notice purposes is: Avaroa Cables Ltd, P.O Box 3064, Rarotonga, Cook Islands, First Floor, Ingram House, Ruatonga, Rarotonga; email [email protected], cc [email protected]

4.2 The address of the Contractor for notice purposes is: <contractor details>,

4.3 A notice given by a party under this Contract Agreement must be delivered to the other party via email using the email address set out above or otherwise notified by the other party for this purpose and is considered delivered from the date the email is received by the recipient’s email server. If the notice is a notice of termination, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s physical address notified above.

Article 5. Appendices

5.1 The Appendices listed in the attached List of Appendices must be treated as an integral part of this Contract Agreement.

5.2 Reference in the Contract to any Appendix means the attached Appendices and the Contract must be read and construed accordingly.

33


No: CK202112

SIGNED by the Employer and the Contractor by their duly authorized representatives on the date noted above.

Signed by, for and on behalf of the Employer

CEO, ACL

In the presence of

Signed by, for and on behalf of the Contractor

[Authorised representative]<contractor>

In the presence of

34


No: CK202112

APPENDICES

Appendix 1: Terms and Conditions for the Engagement of a Contractor

Appendix 2: Schedule 1.0 - Rarotonga

Appendix 3: Schedule 2.0 - Aitutaki

Appendix 4: Tender specification

35


No: CK202112Appendix 1.0

Terms and Conditions for the Engagement of contractor

Avaroa Cables Limited (“Principal”) engages the Contractor, and the Contractor accepts the engagement, to perform the Services in accordance with these terms and conditions.

1. Application:

These terms and conditions supersede any contrary provisions in any previous agreements between parties, written or otherwise. No right under these terms shall be deemed to be waived except by notice in writing by each party. In the event that any one or more of the provisions contained in these conditions are declared invalid by order, decree or judgment of any Court of competent jurisdiction, these conditions are to be read as if such provision had not been inserted.

2. Standard of Services and Compliance

In performing the Services, the Contractor shall:

2.1. Exercise the degree of skill, care and diligence normally expected of a competent professional; and

2.2. Comply with all applicable statutes, regulations and codes applicable to the Services.

3. Information

ACL shall use reasonable endeavours to provide to the Contractor, free of cost, as soon as practicable following any request for information, all relevant information in its power to obtain which may relate to the Services. The Contractor shall not, without ACL’s prior written consent, use information provided by ACL for purposes unrelated to the Services.

4. Variations

ACL may order variations to the Services in writing or may request the Contractor to submit proposals for variations to the Services. No work pursuant to a variation may commence until the Services comprised in the variation and the Fees and Expenses for the variation are approved in writing by ACL.

5. Practical Completion

5.1. Practical Completion is defined as that stage in the execution of the work under the Contract when the Contract Works or any Separable Portion are complete except for minor omissions and minor defects:

a. Which in the opinion of the Authorised Representative the Contractor has reasonable grounds for not promptly correcting;

b. Which do not prevent the Contract Works or Separable Portion from being used for their intended purpose; and

c. Rectification of which will not prejudice the convenient use of the Contract Works or any Separable Portion.

5.2. When the Contract Works or any Separable Portion are believed to qualify for Practical Completion the Contractor shall notify the Authorised Representative in writing accordingly.

36


No: CK2021126. Payment

6.1. Within 3 working days of the end of each month, and subject to the Contractor having first signed this Contract, the Contractor shall issue ACL through its Authorised Representative with a payment claim setting out the Fees and Expenses claimed for the previous month (less Retentions) and details of the Services provided. The Contractor acknowledges that it is not entitled to payment until it has signed this Contract.

6.2. Upon receipt of the payment claim, ACL shall review it and respond by way of a payment schedule within 10 working days setting out whether it agrees with the contents of the payment claim, and if not, the reasons why and the revised calculation of the amount payable.

6.3. Upon receipt of ACL’s payment schedule, the Contractor shall issue a VAT tax invoice to ACL for the amount set out in ACL’s payment schedule.

6.4. All amounts payable by ACL shall be paid on the 20th of the month following the month of receipt of the invoice. Any changes to approved Fees or Expenses, must first be approved in writing by ACL.

6.5. Upon achieving Practical completion of the Services, as certified by the Authorised Representative, the Contractor must remedy all defects identified by the Authorised Representative both at practical completion and during the Defects Liability Period.

6.6. Upon expiry of the Defects Liability Period and the Contractor having satisfactorily remedied any defects in the Services, as certified by the Authorised Representative, and delivered all warranties, guarantees and other documentation required by ACL as part of the Services, the Contractor may issue a payment claim for the Retention held by ACL, which shall be subject to the process set out in 6.2 to 6.4 above.

7. Insurance

The Contractor is required to maintain the Insurance throughout the Contract Term and to use reasonable endeavours to maintain the same for the specified period after the completion of the Services. The Contractor shall provide an updated insurance certificate to ACL prior to the expiry of any relevant insurance certificate.

8. Intellectual Property

The ownership of data, factual information and intellectual property (including copyright) in all drawings, specifications and other documents and things created pursuant to this Contract and paid for by ACL shall, after payment by ACL, lie with ACL.

9. Suspension

The Principal may suspend all or part of the Services by notice in writing to the Contractor who shall immediately make arrangements to stop the Services and minimise further expenditure. Suspension shall not prejudice or affect the accrued rights or claims and liabilities of the parties.

10. Termination

10.1. The Principal may terminate (in its sole discretion) the Services by 10 working days’ prior written notice to the Contractor.

37


No: CK20211210.2. Either party may terminate the Services by immediate notice if the other party materially breaches the

Contract, including but not limited to the Contractor failing to perform any particular element of the Services by the Completion Date nominated for that element or to the standard required by this Contract.

10.3. Termination shall not prejudice or affect the accrued rights or claims and liabilities of the parties.

11. Acknowledgement

11.1. The Contractor confirms and acknowledges that it:

a. Is qualified to carry out the Services;

b. Will deliver all guarantees and warranties (including manufacturer’s warranties on products and materials) required as part of the Services to ACL prior to practical completion;

c. Will promptly remedy any defects in the Services provided upon written request from ACL;

d. Has no, and is not aware of any conflict of interest, that it has not disclosed in writing to ACL prior to signing this Contract and the Contractor undertakes to advise the Authorised Representative immediately if any conflict of interest should arise;

e. Is not the subject of any claim brought by any Principal for defective workmanship, and will notify ACL immediately if any such claim is brought.

12. General

12.1. This Contract is governed by the Cook Islands law, and the Cook Islands courts have exclusive jurisdiction in respect of this Contract.

12.2. This Contract evidences the entire agreement between the Contractor and Principal in connection with the Services and supersedes and extinguishes all prior agreements (including any quotes provided by the Contractor) between the Contractor and Principal relating to such matters.

12.3. The Contractor may not assign the Contract without ACL’s prior written approval.

12.4. The Contractor shall not sub-contract any part of this Contract or the Services without ACL’s prior written consent.

12.5. ACL can set-off any amounts owing to the Contractor under this Contract against any amounts owning to ACL by the Contractor under this contract or any other Contract between ACL and the Contractor.

12.6. All notices to a party must be delivered by hand or sent by post, courier, fax or email to that party’s address for notices set out in this Contract. In case of notice by email, confirmation of receipt from the recipient is required to confirm the delivery of the notice.

13. Materials

38


No: CK20211213.1. This clause applies if the contract is for materials and labour and the clause relates to any raw or

manufactured material, goods or things (other than Plant) required for use in the Contract Works (collectively “Materials”);

13.2. It is a condition of these terms and conditions and the Contractor warrants that:

(a) All Materials shall be in accordance with any requirements set out in the Contract Documents and shall be free from defects in workmanship, materials and design. These obligations survive acceptance of the Materials and payment.

(b) The Contractor shall use the highest reasonable standard of skill, care and quality and employ techniques, methods, procedures and materials of a high quality and standard in accordance with best professional practice in providing and installing the Materials.

(c) The Contractor will comply with all relevant (a) Cook Island standards and international standards (if not in conflict) (both general and industry-specific); (b) statutes; (c) regulations; (d) by-laws; (e) ordinances; and (f) Principal policies, applicable in respect of the supply and installation of the Materials.

13.3. Where the Contractor has the benefit of any warranties or covenants from a third party in respect of the Materials, the Contractor shall disclose and assign the benefit of the warranties and/or covenants to ACL.

13.4. The Materials, and all associated workmanship, shall be subject to inspection and testing at all reasonable times and places by ACL (or those parties who supply the Materials) before, during or after delivery and installation.

13.5. If inspection and testing is to be conducted on the premises of the Contractor or the Contractor’s sub-contractors, the Contractor shall provide (without additional charge) all reasonable facilities and assistance for the safe and convenient inspection and testing required by ACL's inspectors in the performance of their duty.

13.6. The Contractor acknowledges that the signing of a delivery note or similar on behalf of ACL does not constitute acceptance of any Materials. ACL may reject any Materials, even after they have been accepted, that: (a) are not of merchantable quality; (b) are not fit for purpose; (c) are in an unsatisfactory condition or not functioning in the way they are designed to function; or (d) do not otherwise meet the requirements (including requirements relating to delivery) of these terms and conditions, ("Rejected Materials").

13.7. For any Rejected Materials the Contractor will, within ten (10) business days of receiving notice of Principal's rejection of the Rejected Materials, at ACL's sole and absolute discretion and at the Contractor's sole risk and expense: (a) repair the Rejected Materials; (b) replace the Rejected Materials; (c) remove the Rejected Materials for full credit or reimbursement; and in the case of removal, reimburse/credit ACL in full for any amounts paid by ACLACL in respect of the Rejected Materials. Title to the Rejected Materials will pass back to the Contractor on the earlier of the replacement of the Rejected Materials, repair of the Rejected Materials or, refund or credit of any amounts paid by ACL.

13.8. ACL’s failure to inspect does not relieve the Contractor of any responsibility to perform its obligations according to these terms and conditions.

39


No: CK20211213.9. This clause 13 does not limit or negate any other rights or remedies that ACL may have under these

terms and conditions or at law.

14. Force Majeure

14.1. Despite any other provision of this Contract, neither party is liable to the other for any failure to perform its obligations under the Contract to the extent caused by Force Majeure, provided that the affected party:

(i) immediately notifies the other party and provides full information about the Force Majeure;

(ii) uses best efforts to overcome the Force Majeure; and

(iii) continues to perform its obligations to the extent practicable.

14.2. In all cases involving Force Majeure the parties must negotiate in good faith to reach agreement on measures to mitigate the risks and hazards posed by the delay and to identify strategies to minimize that delay

14.3. The parties have each contracted in circumstances of COVID 19 affecting both the Cook Islands and overseas, but with there being no on-island cases. The Contractor confirms that all plant equipment and materials required for the Contract Works are now on-island and that accordingly, COVID 19 is not, of itself, a Force Majeure circumstance.

14.4. However, both parties acknowledge the disruption that may occur should COVID 19 be detected either at the airport or elsewhere in the country, and that disruption is properly regarded as Force Majeure and make express provision to take into account those risks, accepting the fluid, dynamic, and inherently unpredictable course of events over coming months:

(i) ACL and the Contractor now commit to the necessary good-will, frequent communication, flexibility and co-operation to achieve the objectives of this Contract, taking into account disruption that may be caused by COVID 19 in-country cases giving rise to issues that affect the due performance of the Contract.

(ii) No Variation requested for this purpose will be arbitrarily or unreasonably refused by ACL

40


No: CK202112

Appendix 2.0

Schedule 1.0 - Rarotonga

Parties:

Avaroa Cables Ltd, a statutory corporate established under the laws of the Cook Islands (Principal)

___________________________(Contractor)

Contract:

ACL engages the Contractor to provide the Services described below and the Contractor agrees to perform the Services for the Fees and Expenses on the Terms and Conditions and as identified in this schedule 1.0.

Services:

The Contractor shall provide aggregate labour and materials (L&Ms) quote for the following construction components listed below.

Item Description Amount NZD$

A New Hangar building over Cable Landing Station. $

BNew roof over diesel generator set and the external tank. $

C New Office building $

D Auxiliary Works $

Total Turn Key Quote including VAT $

Construction sequence: The construction sequence shall be Item A, item B, item C, item D. ACL will give reasonable consideration to the alteration to that sequence and give written direction accordingly where there may be a logistical advantage e.g., the collective pouring of the foundations. Parts of Item D will need to implemented earlier e.g., duct lines and manholes.

Authorised Representative: Edwin Utanga (Project Manager) who is authorised to act on behalf of

41


No: CK202112ACL in respect of the Services.

Contract Term: __________to__________2021

Fees:

The Contractor shall submit invoices at the completion of each Billing milestone.

Payment sequence shall mirror the construction sequence in each case and will only be approved for payment once the relevant milestone is fully completed.

A New Hangar building over CLS % of Price

AM1 Execution of contract and down payment 10%

AM2 Completion of foundation 13%

AM3 Block work, roof & internal wall complete 18%

AM4 Building closed in, roof walls doors windows & cladding 22%

AM5 Completion of internal linings, painting, finishing, clean up, etc. 27%

AM6 Final Payment (Retention) 10%

100%

B New roof over DGS and External diesel tank. % of price

BM1 Execution of contract and down payment 10%

BM2 Completion of foundations 40%

BM3Completion of steel works, roofing, electrical, painting & clean up, etc. 40%

BM4 Final Payment (Retention) 10%

100%

C New Office building % of Price

42


No: CK202112CM1 Execution of contract and down payment 10%

CM2 Completion of foundation 13%

CM3 External Walls, roof & wall framing complete 18%

CM4 Building closed in, roof walls doors windows & cladding 22%

CM5 Completion of internal finishing, painting, tiling & clean up, etc. 27%

CM6 Final Payment (Retention) 10%

100%

D Auxiliary Works % of price

DM1 Execution of contract and down payment 10%

DM2 Completion of duct lines & manholes 20%

DM3 Completion of paved access way 20%

DM4 Completion of perimeter security fence 25%

DM5Completion of site beautification, drainage, groundworks, clean up, etc. 15%

DM6 Final payment (Retention) 10%

100%

Insurance: The Contractor shall maintain the following insurance:

Public Liability Insurance

Retention: The final payment of $ _______ payable pursuant to this Contract shall be withheld until the requirements in subclauses 6.5 and 6.6 of the Terms and Conditions and the Defect liability period is complied with.

Defects Liability Period: 3 months from practical completion.

43


No: CK202112

Principal’s authorised signatory(ies):

__________________________________

Name: Mr Edwin Utanga

Date:

Address for notices:

PO Box 3064

Ingram House

Avarua

Rarotonga

Cook Islands

(682) 24737

[email protected]

Contractor’s authorised signatory(ies):

__________________________________

Name:

Date:


44


No: CK202112

Appendix 3.0

Schedule 1.0 - Aitutaki

Parties:

Avaroa Cables Ltd, a statutory corporate established under the laws of the Cook Islands (Principal)

___________________________(Contractor)

Contract:

ACL engages the Contractor to provide the Services described below and the Contractor agrees to perform the Services for the Fees and Expenses on the Terms and Conditions and as identified in this schedule 2.0.

Services:

The Contractor shall provide aggregate labour and materials (L&Ms) quote for the following construction components listed below.

Item Description Amount NZD$

A New Hangar building over Cable landing Station. $

BNew roof over diesel generator set and the external diesel tank. $

C Auxiliary Works $

Total Turn Key Quote including VAT $

Construction sequence: The construction sequence shall be Item A, item B, item C. ACL will give reasonable consideration to the alteration to that sequence and give written direction accordingly where there may be a logistical advantage e.g., the collective pouring of the foundations.

Authorised Representative: Edwin Utanga (Project Manager) who is authorised to act on behalf of ACL in respect of the Services.

45


No: CK202112

Contract Term: __________to ___________2021

Fees:

The Contractor shall submit invoices at the completion of each Billing milestone.

Payment sequence shall mirror the construction sequence in each case and will only be approved for payment once the relevant milestone is fully completed.

A New Hangar building over CLS % of Price

AM1 Execution of contract and down payment 10%

AM2 Completion of foundation 13%

AM3 Block work, roof & wall framing complete 18%

AM4 Building closed in, roof walls doors windows & cladding 22%

AM5 Completion of internal linings, painting, finishing, clean up, etc. 27%

AM6 Final Payment (Retention) 10%

100%

B New roof over DGS and External diesel tank. % of price

BM1 Execution of contract and down payment 10%

BM2 Completion of foundations 40%

BM3Completion of steel works, roofing, electrical, painting & clean up, etc. 40%

BM4 Final Payment (Retention) 10%

100%

46


No: CK202112

D Auxiliary Works % of price

DM1 Execution of contract and down payment 10%

DM2 Completion of perimeter security fence 50%

DM3Completion of site beautification, drainage, groundworks, clean up, etc. 30%

DM4 Final payment (Retention) 10%

100%

Insurance: The Contractor shall maintain the following insurance:

Public Liability Insurance

Retention: The final payment of $ payable pursuant to this Contract shall be withheld until the requirements in subclauses 6.5 and 6.6 of the Terms and Conditions and the Defect liability period is complied with.

Defects Liability Period: 3 months from practical completion.

47


No: CK202112Principal’s authorised signatory(ies):

__________________________________

Name: Mr Edwin Utanga

Date:


PO Box 3064

Ingram House

Avarua

Rarotonga

Cook Islands

(682) 24737

[email protected]

Contractor’s authorised signatory(ies):

__________________________________

Name:

Date:


48


No: CK202112Appendix 4.0

Tender Specifications

Rarotonga Tender Specifications & Architectural drawings

All construction work shall be in accordance with the Cook Islands Building Code 2019 and/or the relevant NZ Building codes. The relevant codes and guidelines for Rarotonga are found in the following documents listed in Table 1.0 The respective Architectural drawings for Rarotonga are listed in Table 2.0


Table 1.0

Tender Specifications - RarotongaDoc Number Title Version Date of

issue Stamp

01 Rarotonga Building Specs 00 23/12/2020 02 Rarotonga Electrical Specs 00 23/12/2020 03 Rarotonga Plumbing Specs 00 23/12/2020 04 Rarotonga Windows and Doors Specs 00 23/12/2020

Final wall, ceiling, flooring paint colours for all interior and exterior parts for all construction shall be decided by ACL.

49


No: CK202112Table 2.0

Architectural List for Rarotonga Sheet Number Sheet Name Version Date revised Stamp

C01 Main sheet 00 30/09/2020 L01 As Built Drawing 00 30/09/2020 L02 New Cabling Underground 00 18/02/2021 L03 Site Plan 00 19/01/2021L04 Hangar Foundation Plan 00 30/09/2020 L05 Hangar Floor Layout 00 30/09/2020 L06 Hangar Sections A-A, B-B, C-C, D-D 00 30/09/2020 L07 Hangar Elevations 1 2 & 3 00 30/09/2020 L08 Hangar Elevations 4 & 5 00 30/09/2020 L09 Hangar Roof Layout 00 30/09/2020 L10 Hangar Electrical Layout 00 30/09/2020 L11 Hangar Plumbing Layout 00 30/09/2020 A01 Assemblies 01, 02, 03, 04 00 30/09/2020 A02 Assemblies 05, 06, 07 & Canopy Roof 00 30/09/2020 A03 Assemblies 08 00 30/09/2020 A04 Assemblies 09, 10, 11 00 30/09/2020 S01 Door & Window Schedule for Hangar 00 30/09/2020 C02 Office Cover Sheet 00 30/09/2020 L12 Office Foundation Plan 00 30/09/2020 L13 Office Floor Layout 00 30/09/2020 L14 Office Sections E-E, F-F & G-G 00 30/09/2020 L15 Office Elevations 6 7 8 & 9 00 30/09/2020 L16 Office roof plan 00 30/09/2020 L17 Office Electrical Layout 00 30/09/2020 L18 Office Plumbing Layout 00 30/09/2020 L19 Fence site plan 00 30/09/2020 L20 Fence section 00 30/09/2020 A05 Assemblies 13, 14, 17, 20 00 15/12/2020A06 Assemblies 15, 16, 18, 19 00 30/09/2020 S02 Door & Window Schedule for Office 00 30/09/2020

50


No: CK202112

Aitutaki Tender Specifications & Architectural drawings

All construction work shall be in accordance with the Cook Islands Building Code 2019 and/or the relevant NZ Building codes. The relevant codes and guidelines for Aitutaki are found in the following documents listed in Table 3.0 The respective Architectural drawings for Aitutaki are listed in Table 4.0


Table 3.0

Tender Specifications - AitutakiDoc Number Title Version Date of

issue Stamp

01 Aitutaki Building Specs 00 23/12/2020 02 Aitutaki Electrical Specs 00 23/12/2020 03 Aitutaki Plumbing Specs 00 23/12/2020 04 Aitutaki Windows and Doors Specs 00 23/12/2020

Final wall, ceiling, flooring colours for all interior and exterior parts for all construction shall be decided by ACL.

Table 4.0

Architectural List for AitutakiSheet Number Sheet Name Versio

nDate

revisedStam

pCS Cover sheet 00 30/09/2020L01 As Built Drawing 00 30/09/2020L02 Site Plan 00 20/01/2021L03 Hangar Foundation Plan 00 30/09/2020 L04 Hangar Floor Layout 00 30/09/2020 L05 Hangar Sections A-A, B-B & C-C 00 30/09/2020 L06 Hangar Elevations 1, 2, 3 & 4 00 30/09/2020 L07 Roof Layout 00 30/09/2020 L08 Hangar Electrical 00 20/01/2021L09 Hangar Plumbing 00 30/09/2020 L10 Fence site Layout 00 20/01/2021 L11 Fence Sections 00 20/01/2021A01 Assemblies 01, 02, 03 & 04 00 30/09/2020 A02 Assemblies 06, 07 & 08 00 30/09/2020 A03 Assemblies 05 & 09 00 30/09/2020 S01 Door & Window Schedule 00 30/09/2020

51