EXHIBIT 10.82
Commercial Volume Terms and Conditions
SUPPLY CONTRACT BETWEEN
SUBMARINE SYSTEMS INTERNATIONAL LTD.
AND
GCI COMMUNICATION CORP.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT
WHICH THE COMPANY DESIRES TO KEEP UNDISCLOSED AND A COPY
OF THE UNREDACTED DOCUMENT HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.]
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July 11, 1997 i Alaska United Fiber System
Commercial Volume Terms and Conditions
Table of Contents
Article 1. Provision of System.........................................1
Article 2. Documents Forming the Entire Contract.......................1
Article 3. Definitions.................................................2
Article 4. Contract Price..............................................3
Article 5. Terms of Payment............................................4
Article 6. Contract Variations.........................................7
Article 7. Responsibilities for Submarine Cable Construction
Approvals, Permits, Permissions and Consents...............8
Article 8. Route Survey................................................9
Article 9. Acceptance..................................................9
Article 10. Warranty....................................................12
Article 11. Contractor Support..........................................15
Article 12. Purchaser's Obligations.....................................15
Article 13. Termination for Default.....................................16
Article 14. Termination for Convenience.................................17
Article 15. Suspension..................................................20
Article 16. Title and Risk of Loss......................................20
Article 17. Force Majeure...............................................21
Article 18. Intellectual Property.......................................22
Article 19. Infringement................................................25
Article 20. Safeguarding of Information and Technology..................26
Article 21. Export Control..............................................27
Article 22. Liquidated Damages..........................................27
Article 23. Limitation of Liability/Indemnification.....................27
Article 24. (Intentionally Left Blank)..................................28
Article 25. Design and Performance Responsibility.......................28
Article 26. Product Changes.............................................29
Article 27. Risk and Insurance..........................................29
Article 28. Plant and Work Rules........................................30
Article 29. Right of Access.............................................30
Article 30. Quality Assurance...........................................31
Article 31. Documentation...............................................31
Article 32. Training....................................................31
Article 33. Settlement of Disputes/Arbitration..........................31
Article 34. Applicable Law..............................................33
Article 35. Notices.....................................................33
Article 36. Publicity...................................................34
Article 37. Assignment..................................................34
Article 38. Relationship of the Parties.................................34
Article 39. Successors Bound............................................34
Article 40. Paragraph Captions..........................................34
Article 41. Severability................................................34
Article 42. Survival of Obligations.....................................35
Article 43. Non-Waiver..................................................35
Article 44. Language....................................................35
Article 45. Performance Guarantee.......................................35
Article 46. Entire Agreement............................................35
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July 11, 1997 ii Alaska United Fiber System
Commercial Volume Terms and Conditions
Appendices
Appendix 1 - Provisioning Schedule
Appendix 2 - Billing Schedule
Appendix 3 - Sample Invoice
Appendix 4 - Responsibilities for Submarine Cable Construction Approvals,
Permits, Permissions and Consents
Appendix 5 - (Intentionally Left Blank)
Appendix 6 - Plan of Work
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July 11, 1997 iii Alaska United Fiber System
Commercial Volume Terms and Conditions
SUPPLY CONTRACT BETWEEN
SUBMARINE SYSTEMS INTERNATIONAL LTD.
AND
GCI COMMUNICATION CORP.
This agreement for the supply of a fiber optic cable system ("Contract") is
effective as of this 11th day of July, 1997 ("Effective Date") between Submarine
Systems International Ltd., a corporation organized and existing under the laws
of the State of Delaware, of the United States of America, and having an office
at 340 Mt. Kemble Avenue, Morristown, New Jersey, 07962-1923 of the United
States of America ("SSI" and "Contractor"); and GCI Communication Corp., a
corporation organized and existing under the laws of Alaska, of the United
States of America, and having an office at 2550 Denali Street, Anchorage,
Alaska, 99503-2721 ("Purchaser").
WHEREAS, Purchaser desires to establish a fiber optic submarine cable system, to
be known as Alaska United Fiber System ("System") linking the State of Alaska,
with landings in Juneau at Lena Point North and Whittier at Lookout Point, and
the State of Washington, with a landing in Richmond Beach at Puget Sound;
WHEREAS, Contractor is in the business of designing, constructing,
manufacturing, supplying, delivering, and installing fiber optic submarine cable
systems;
WHEREAS, Purchaser seeks to purchase and own the System and wishes to engage
Contractor to be responsible to design, construct, manufacture, supply, deliver,
and install the System and for Cable laying, testing, and commissioning the
System (hereinafter collectively called "Work"); and
WHEREAS, Contractor is willing to do the Work in accordance with and subject to
the terms hereof.
NOW THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:
Article 1. Provision of System
Contractor agrees to design, engineer, provide and install or cause to be
designed, engineered, provided and installed and Purchaser agrees to purchase
the System designed, manufactured and installed in accordance with this
Contract.
Article 2. Documents Forming the Entire Contract
This Contract consists of these commercial Terms and Conditions and the
following documents (in the form of attachments, including appendices, attached
hereto), which shall be read and construed as part of the Contract, listed in
order of precedence:
- Technical Volume (including Route Information)
- Plan of Work, Appendix 6
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Commercial Volume Terms and Conditions
- Provisioning Schedule, Appendix 1
- Billing Schedule, Appendix 2
- Responsibilities for Submarine Cable Construction
Approvals, Permits, Permissions and Consents, Appendix 4
This ordering shall be used to establish priority in the event that there is an
inconsistency between any of these documents. In the event of any inconsistency
between the Terms and Conditions and the above listed documents, the Terms and
Conditions shall prevail.
These documents also may refer to the System as the Alaska United Cable System.
Article 3. Definitions
Definitions are as described in the specific Articles. Except as otherwise
defined, the following definitions shall apply throughout the Contract:
CIF means cost, insurance and freight which charges shall be reimbursed by
Purchaser, as estimated on Appendix 1 and as invoiced by Contractor.
Contract means this agreement, specifically consisting of the documents
described in Article 2, and shall be deemed to include any amendments thereto or
Contract Variations pursuant to Article 6 (Contract Variations).
Contractor means the entity that has executed this Contract as Contractor (SSI)
and will be responsible for the performance of the Work under this Contract and
shall include its successors and/or assigns.
Contract Price means the total price payable for the performance of the
Contract, as contained in Article 4 (Contract Price) and the Provisioning
Schedule, including any variations agreed upon between Contractor and Purchaser
pursuant to Article 6 (Contract Variations).
FOB (Free On Board) means that the Contractor fulfills its obligation to deliver
when the goods have passed over the vessel's rail at the named port of shipment.
Purchaser shall bear all costs of shipping and handling.
Initial Contract Price means the price set forth in Article 4(A).
Party(ies) means either of Purchaser and/or Contractor, as appropriate.
Performance Requirements means the System performance requirements set forth in
the Specifications or such other System performance levels as mutually agreed by
the Parties.
Provisioning Schedule means the price schedule attached hereto in Appendix 1.
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Commercial Volume Terms and Conditions
Purchaser means the entity that has executed this Contract as the Purchaser (GCI
Communication Corp.) and shall include its successors and/or assigns.
Specifications means the contents of the Technical Volume.
Software means all programs, data, object codes, documentation, and operating
systems, whether in writing, in firmware, or in any other form, which are
necessary for operation of the System. It includes documentation, any support
tools which are not commercially available, and data connected with the
development and support as well as any upgrade or enhancement thereto that may
be required under the warranty provisions.
Work means the managing, coordinating, planning, surveying, designing,
manufacturing, transporting, cable laying, installing, testing, commissioning,
training and any other associated services or activities whatsoever, including
any other work and obligations to be carried out in the execution of this
Contract by Contractor.
Article 4. Contract Price
A. Contract Price
Prices shall be as set forth in Appendix 1, Provisioning
Schedule. The initial Contract Price in United States Dollars
(US$) is ********** ("Initial Contract Price") for the System.
B. Taxes, Levies and Duties
1. Contract Price, as stated in 4(A) above, excludes
customs duties, sales, state, local, business,
occupation and use taxes, VAT, and fiscal stamps
connected with Contract legalization or any other
tax, duty, levy or similar charge which Contractor is
required by law to bill to and collect from the
Purchaser. At the Purchaser's request, Contractor
shall provide a good faith estimate of customs,
duties, and taxes or similar charges payable by the
Purchaser.
2. The Purchaser will be responsible for paying,
including but not limited to, all such appropriate
customs duties, sales, state, local, business,
occupation and use taxes, VAT, and fiscal stamps,
etc. connected with Contract legalizations to the
authorities in their countries. However, if
Contractor is required to pay such, it will be
reimbursed by the Purchaser within thirty (30) days
of the date the appropriate invoice is received by
the Purchaser in accordance with Article 5 (Terms of
Payment).
3. The Purchaser shall obtain at its own risk and
expense any import license or other official
authorization and carry out all customs formalities
necessary for the importation of goods.
Contractor,
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July 11, 1997 3 Alaska United Fiber System
Commercial Volume Terms and Conditions
upon request of Purchaser, shall provide Purchaser
with any reasonable assistance. The Purchaser shall
agree to be the Importer of Record or designate an
Importer of Record/Consignee on its behalf. Purchaser
must provide a Letter of Authorization from the third
party designate stating it will agree to be the
Importer of Record on Purchaser's behalf and identify
the individual name of the person and address of the
designated Importer of Record.
4. Unless otherwise agreed to in writing, the equipment,
materials and supplies to be installed or held on
land shall be delivered to the agreed point at the
named place of destination and shall be consigned to
the Purchaser.
C. Contractor's Income Tax
The Contractor shall be responsible for any income tax that
might be incurred by Contractor as a result of income obtained
by Contractor arising from and/or in connection with the
Contract.
Article 5. Terms of Payment
A. General Conditions of Payment
1. All payments shall be made and all invoices shall be
rendered in US Dollars (US$). The Purchaser shall be
responsible for and shall pay all costs and fees for
payment, as well as the banking and cabling costs.
All banking documents and correspondence must be in
English.
2. On or before **********, payment shall be secured by
one of the following Payment Securities: 1)
**********, or 2) **********, or 3) ********** or 4)
any other financial instrument acceptable to
Contractor. Any such Payment Security shall be in a
format that is acceptable to Contractor and be
confirmed by and payable at a bank chosen by
Contractor.
Account Number: **********
ABA Number: **********
Bank name and address: **********
**********
**********
3. The Payment Security will be in an amount equal to
the value of the work undertaken or to be undertaken
by Contractor, plus any other charges associated with
the issuance of any such Payment
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July 11, 1997 4 Alaska United Fiber System
Commercial Volume Terms and Conditions
Security. At all times Contractor shall be entitled
to have any work to be undertaken to be secured by a
Payment Security before proceeding with such work.
B. Terms of Payment
1. Down Payment
********** of the Initial Contract Price ("Down
Payment"), as provided in the Billing Schedule, shall
be due after Contract signing and on or before August
1, 1997.
2. Progress Payments
(a) ********** of the Contract Price will be
invoiced in accordance with the Billing
Schedule in Appendix 2
3. Final Payment
(a) The remaining balance ********** of the
Contract Price will be invoiced upon the
issuance of the Certificate of Provisional
Acceptance, as set forth in Article 9.
(b) In the event a Certificate of Commercial
Service is issued prior to the issuance of
the Certificate of Provisional Acceptance,
the Purchaser shall be invoiced **********
of the remaining balance upon issuance of
the Certificate of Commercial Service, with
the balance to be invoiced upon the
issuance of the Certificate of Provisional
Acceptance.
4. Payment for Contract Variations
Contract variations will be invoiced and paid in
accordance with the terms of the Contract Variation
as set forth in Article 6 (Contract Variations).
C. Invoice Procedures
1. Invoices shall be submitted in the format as provided
in Appendix 3. All invoices for Work will be paid in
accordance with Article 5(B) hereof.
2. If the progress of the work within any category is
such that an appropriate milestone is not achieved by
the end of the month corresponding to the milestone
as set forth in the Plan of Work and in accordance
with the Billing Schedule, Contractor may, at the
Purchaser's option, invoice an amount consistent with
the portion thus far completed, to achieve that
milestone. If the Purchaser authorizes the submission
of such an invoice, the remaining amount shall be
invoiced at the time of completion of the milestone.
If the Purchaser does not authorize the partial
invoice, the entire amount will be invoiced upon
completion of the milestone.
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Commercial Volume Terms and Conditions
3. The Contractor shall render all invoices, in
accordance with Article 35, to the following
addresses:
GCI Communication Corp.
2550 Denali Street (Suite 1000)
Anchorage, Alaska 99503-2721
Attn: Mr. Jimmy R. Sipes
Vice President
Telephony Network Engineering
GCI Communication Corp.
2550 Denali Street (Suite 1000)
Anchorage, Alaska 99503-2721
Attn: Accounts Payable
D. Payment Procedures
1. Purchaser shall pay Contractor, and Contractor shall
accept payment, in accordance with Article 5 (Terms
of Payment).
2. The full amount owed, as invoiced, shall be paid
within ********** of the date of the respective
invoice, except for the Down Payment which shall be
paid as set forth in Article 5(B)1.
3. Invoices shall be submitted to the Purchaser by the
********** day of the month concerned.
4. Invoices not paid when due shall accrue late payment
charges from the day, following the day, on which
payment was due until the day on which it is paid.
Invoices for extended payment charges shall not be
issued for an amount less than U.S. **********.
Extended payment charges shall be computed at the
rate of **********.
5. An invoice shall be deemed to have been accepted for
payment if the Purchaser does not present a written
good faith objection within ********** of the receipt
date of the invoice by Mail, as defined in Article
35.
6. In the event that the Purchaser has an objection to
an invoice as mentioned in Article 5(D)(5) above, the
Purchaser and Contractor shall make every reasonable
effort to settle promptly the dispute concerning the
invoice in question. The Purchaser will have the
right to withhold payment of the disputed amount so
long as it deposits, in full, such disputed amount
into an escrow account held by a mutually agreed upon
escrow agent (hereinafter referred to as "Escrow") on
or before the date such amount was otherwise due.
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July 11, 1997 6 Alaska United Fiber System
Commercial Volume Terms and Conditions
(a) Provided such disputed amount is placed into
Escrow in a timely manner, the Purchaser
shall not be deemed to be in breach of or in
default for failing to pay Contractor.
(b) Upon final resolution of such dispute, the
Escrow agent will distribute the disputed
amount to the prevailing party in accordance
with the resolution, together with any
interest earned on such amount.
(c) In addition, the prevailing party shall be
entitled to receive from the other party
interest on the distributed disputed amount
at a rate of **********.
7. The Purchaser shall make timely payments for that
portion of the invoice not in dispute in accordance
with Article 5(D), or such payments will be assessed
extended payment charges as set forth in Article
5(D)(4) above. Pending resolution of the dispute, the
Purchaser may not withhold payment on any other
invoice concerning different goods and/or services
submitted by Contractor.
8. If Purchaser fails to timely pay into the Escrow or
to Contractor, then Contractor must provide
********** written notice, in accordance with Article
35, to Purchaser of the failure to pay. If Purchaser
fails to cure such failure, then Contractor, upon
written notice, may suspend Work until such payment
is made.
Article 6. Contract Variations
A. Either the Purchaser or the Contractor may, during
construction of the System request, in writing, contract
variations requiring additions or alterations to, deviations
or deductions from the System ("Contract Variation"). Upon
consent of the other Party, any such change will be formalized
as an amendment to the Contract.
B. A Contract Variation shall be priced according to the
applicable unit prices listed in the Provisioning Schedule. To
the extent that the unit prices listed in the Provisioning
Schedule are not applicable to equipment, services or work in
the Contract Variation, the price payable for the Contract
Variation shall be as determined, in advance, by mutual
agreement based upon the price information provided to the
Purchaser by the Contractor. The terms of payment and the
payment procedures for the Contract Variations shall also be
as mutually agreed upon prior to the execution of the Contract
Variation.
C. If a Contract Variation results in an increase in the time
required to complete the Work, the Contractor shall notify, in
writing, the Purchaser of the extension of time required. A
Contract Variation shall not become effective unless and until
the price adjustment, the terms and schedule of
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July 11, 1997 7 Alaska United Fiber System
Commercial Volume Terms and Conditions
payment and the extension of time have been mutually agreed
upon by the Parties. A Contract Variation is accepted and
binding when signed by an authorized representative of each
Party and shall be incorporated as amendments into the
Contract.
D. Any changes in Work resulting from a change in route selection
will be treated as a Contract Variation.
E. Any change of any law (except those affecting the customs
duties, sales, use or import taxes, VAT, and any other tax,
duty, levy or similar charges borne by the Purchaser, relating
to Contract items and fiscal stamps connected within Contract
legalization) which require a change in the Work and/or affect
the Contract Price, shall be treated as a Contract Variation
and its terms must be mutually agreed as set forth in Articles
6(B) and 6(C).
F. The engineering for the shore end/land construction is
provided for in the Provisioning Schedule and the
Specifications. Purchaser and Contractor shall work together
cooperatively to determine the final engineering for the shore
end/land construction. Any changes will be treated as a
Contract Variation. In the event, Purchaser seek certain
changes to reach an agreed upon final engineering plan and
provided such changes are within the general scope of Work
covered by the Contract and technically feasible, the
Contractor shall not unreasonably refuse to agree to such
changes where they are not of a fundamental nature and
provided the changes can be implemented during the
construction period. Contractor agrees it will not commence
Work on the final engineering for the shore end/land
construction until such final engineering plan is mutually
agreed upon.
Article 7. Responsibilities for Submarine Cable Construction Approvals,
Permits, Permissions and Consents
A. Both the Contractor and the Purchaser shall work together to
obtain all necessary approvals, permits, permissions,
consents, licenses and customs clearance (hereinafter referred
to as "Permits").
B. The Purchaser shall be solely responsible for obtaining the
Permits identified in Appendix 4(I) (Responsibilities for
Submarine Cable Construction Approvals, Permits, Permissions
and Consents). Upon written request, the Contractor shall
assist the Purchaser in obtaining such Permits. In case of
such assistance, promptly after the actual costs become known
to the Contractor, the Contractor shall provide a statement of
such actual costs to the Purchaser. Thereafter, the Purchaser
shall reimburse the Contractor for the actual costs incurred
by the Contractor against submission of corresponding
invoices, and in accordance with Article 5 (Terms of Payment).
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July 11, 1997 8 Alaska United Fiber System
Commercial Volume Terms and Conditions
C. The Contractor shall be solely responsible for obtaining the
Permits identified in Appendix 4(II). Upon written request,
the Purchaser will assist and promptly provide information to
the Contractor.
D. Any delay in obtaining such Permits shall constitute a Force
Majeure and be treated as described in Article 17 (Force
Majeure), unless the fault can be attributed to a Party.
Article 8. Route Survey
A. Contractor has conducted a Route Survey and has made a route
selection for the System, based on the Route Survey. The
Purchaser and Contractor have mutually agreed on the route and
on the consequent Straight Line Diagram (SLD). The Contractor
shall be responsible for any changes resulting from any Route
Survey inaccuracies.
B. Any changes required to the route selection shall be treated
as a Contract Variation in accordance with Article 6, Contract
Variation.
Article 9. Acceptance
A. General
1. Provisional Acceptance and Final Acceptance shall be
determined in accordance with the applicable test
programs described in the Specifications ("Acceptance
Testing").
2. The Acceptance Testing shall be performed by the
Contractor. The Purchaser or its designated
representatives may observe the Contractor's tests
and review the test results. Additionally, Purchaser
shall perform its own tests, including the confidence
trials described in Section 1.1.2 of the
Specifications.
3. All expenses incurred by the Contractor (including
testing apparatus and technical staff) in the
execution of the Acceptance Testing shall be borne by
the Contractor. The Contractor shall not be
responsible for any costs incurred by the Purchaser
or its representatives or for any additional tests
requested by the Purchaser.
4. The Purchaser shall not unreasonably withhold
issuance of any Acceptance Certificate.
B. Provisional Acceptance
1. This System shall be ready for Provisional Acceptance
by a date mutually agreed to by both the Purchaser
and the Contractor. Provisional Acceptance occurs
when the results of the Acceptance Testing
demonstrate that the Work is sufficient to realize
the System performance requirements set forth in the
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Commercial Volume Terms and Conditions
Specifications or such other System performance
levels as agreed upon as acceptable by the Purchaser
and the Contractor (hereinafter collectively
"Performance Requirements"), and the Contractor has
fulfilled its commitments under the Contract.
2. Within ********** of receipt of the complete set of
Acceptance Testing results, the Purchaser must issue
notification of the following:
(a) Issuance of a Certificate of Provisional
Acceptance in accordance with this Article
9(B); or
(b) rejection of a Certificate of Provisional
Acceptance, but instead issuance of a
Certificate of Commercial Service in
accordance with Article 9(C) below; or
(c) rejection of the System for both
Provisional Acceptance and Commercial
Service in its existing condition with a
written explanation of reasons for
rejection.
If the Purchaser fails to respond with such
notification in a timely manner, but no later than
**********, then Provisional Acceptance of the System
shall be deemed from the date of receipt of the
results of Acceptance Testing.
3. On receipt of a notice from the Purchaser pursuant to
Articles 9(B)(2)(b) or (c) above, the Contractor
shall be entitled to address any disputes and explain
any discrepancies to the Purchaser regarding the
results of the Acceptance Testing. If the Purchaser
is agreeable, it may issue a new notice pursuant to
Article 9(B)1 above, which shall be deemed to have
been issued on the date of the original notice.
4. In case of rejection, and if the explanation by the
Contractor as in Article 9(B)(3) above is not
accepted, for good cause, by the Purchaser, the
Contractor shall carry out the necessary corrective
actions and will effect a new series of Acceptance
Testing ("Re-testing"). After receipt of the results
of the Re-testing, the Purchaser will be granted a
new period of ********** to analyze the new results
according to the provisions of Article 9(B)2 and any
new notice from the Purchaser shall apply from the
date the Purchaser receives the latest test results.
5. In accordance with the above, upon issuance of a
Certificate of Provisional Acceptance by the
Purchaser, the System shall vest in the Purchaser on
whichever is the later of the following dates, the
actual deemed date of issue of the notice or the
Provisional Acceptance date. The Certificate of
Provisional Acceptance shall bear the actual date
when the System was put into service and may contain
a written list of outstanding items, if any, required
by this Contract that do not affect the normal
operation and maintenance of the System.
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Commercial Volume Terms and Conditions
6. The Contractor shall remedy the items in a timely
fashion, prior to Final Acceptance. In such a
situation, the Purchaser shall allow the Contractor
access to the System, as the Contractor may need to
remedy such outstanding items upon the Contractor
giving the Purchaser reasonable notice of its need
for such access.
7. As from the date of vesting of the System, determined
in accordance with Article 9(B)5 above, the Purchaser
shall assume the risk in respect of all parts of the
System and responsibility for its maintenance.
Notwithstanding the above, provided that the
Contractor has been allowed access to the System as
required in Article 9(B)6, the Contractor shall
continue to carry the risk with respect of any
outstanding items.
C. Commercial Service
1. A Certificate of Commercial Service may be issued if
the results of the Acceptance Testing demonstrate
that the Work: (i) is not sufficient to meet the
System Performance Requirements and (ii) does not
reasonably justify the issuance of a Certificate of
Provisional Acceptance, but nevertheless, the
Contractor determines that the System is capable of
carrying commercial traffic and the Purchaser
consents to put the System into Commercial Service,
which consent shall not be unreasonably withheld.
2. Upon the issuance of a Certificate of Commercial
Service, the System shall be deemed to be accepted
for commercial use and shall vest in the Purchaser on
the actual date when the System was put into
commercial service.
3. The Certificate of Commercial Service shall have
annexed to it a mutually agreed list of all
outstanding items to be completed by the Contractor.
4. The Contractor shall remedy the items in a timely
fashion, provided that the Purchaser allows the
Contractor the necessary access to the System as the
Contractor needs to remedy such outstanding items.
The Contractor shall give the Purchaser reasonable
notice of its requirement for such access.
Notwithstanding the above, provided that the
Contractor has been allowed access to the System as
required in Article 9(D)4, the Contractor shall
continue to carry the risk of loss for any
outstanding items.
5. From the date of vesting, as determined in accordance
with Article 9(C)2 above, the Purchaser shall assume
the risk of loss with
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Commercial Volume Terms and Conditions
respect to all parts of the System (except as
mentioned in Article 9(C)4 above) and responsibility
for its maintenance.
6. When the outstanding items referenced in Article
9(C)3 above have been remedied, the Purchaser will
immediately issue a Certificate of Provisional
Acceptance.
7. The issuance of a Certificate of Commercial Service
shall in no way relieve the Contractor from its
obligation to provide a System conforming with the
Performance Requirements at the time of the issuance
of a Certificate of Provisional Acceptance.
D. Final Acceptance
1. Final Acceptance shall occur six months after
Provisional Acceptance provided that the System has
successfully completed Final Acceptance Testing which
demonstrates that the System meets System Performance
Requirements, and the Contractor has fulfilled its
commitments under the Contract.
2. Within ********** of the date of the Report of the
Final Acceptance Testing, the Purchaser shall issue a
Certificate of Final Acceptance. The issuance of the
Certificate of Final Acceptance will not be
unreasonably withheld or delayed. If no such
Certificate of Final Acceptance is issued, then Final
Acceptance of the System shall be deemed to have
occurred at the date of the Report.
3. The Purchaser may choose to dispense with Final
Acceptance Testing and immediately issue the
Certificate of Final Acceptance.
Article 10. Warranty
A. The Contractor warrants that ********** and that **********
(hereinafter "Warranty Period"), **********. However, the
Contractor shall only be responsible for ********** Warranty
Period for **********. The remaining years of the Warranty
Period shall be **********.
1. During the Warranty Period, the Contractor
shall make good, **********, which may
become apparent or be discovered due to
**********
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**********.(a) The Contractor shall perform
any repair required to restore the System to
the Specifications, if at any time during
the Warranty Period, **********.
(b) The Contractor shall make every reasonable
effort **********. The Purchaser agrees to
cooperate with the Contractor to facilitate
the Contractor's repair activity.
(c) In the event that the Contractor fails to
timely make the repair **********, the
Purchaser may repair the System and collect
the reasonable costs of such repair from the
Contractor.
(i) The Contractor shall be entitled to
have a representative on board ship
to observe at sea repairs and shall
be given the earliest possible notice
of any such repair. If the Contractor
is not able to attend in time,
despite such advance notices, then
the Contractor will accept
responsibility for the repairs
provided **********.
(ii) Subject to the foregoing, any repair
by the Purchaser **********. Any
equipment discovered to be defective
or faulty and recovered during a
warranty repair shall be returned to
the Contractor at its request.
2. The Contractor shall ********** required during the
Warranty Period, which **********
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**********.
3. The Contractor shall **********. However, the
Contractor may use, with the consent of the
Purchaser, which shall not be unreasonably withheld,
**********. The Contractor shall replace in kind
**********, or at the option of the Purchaser,
reimburse the Purchaser **********. The replacement
of or reimbursement for such materials shall be made
at a time mutually agreed to by the Purchaser and the
Contractor.
4. If during the Warranty Period **********.
5. Any defective part repaired or replaced during the
Warranty Period **********. However, the Warranty
Period shall never **********.
B. The Contractor warrants that services furnished hereunder will
be performed in a careful and workmanlike manner using
materials free from defects except **********. If such
services prove to be not so performed and the Purchaser
notifies the Contractor **********, the Contractor, at its
option, either **********.
C. The warranty provided by the Contractor shall not apply to
defects or failures of performance, which result from
**********.
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D. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, **********.
Article 11. Contractor Support
A. For a period of ********** from the date of Provisional
Acceptance, the Contractor will make available to the
Purchaser replacement parts and repair service for the System
as may be reasonably necessary for its operation, maintenance
or repair. Where identical parts cannot be supplied, the
Contractor shall provide fully compatible parts with
characteristics equal or equivalent to those originally
provided by the Contractor. Such parts and services shall be
provided under Contractor's normal and reasonable conditions
of price and delivery.
B. If for any reason the Contractor intends to cease
manufacturing or having manufactured identical or fully
compatible replacement parts, the Contractor shall give a
minimum of ********** notice to the Purchaser to allow the
Purchaser to order from the Contractor any required
replacement parts and shall forthwith provide full details of
the arrangements to provide equivalents.
C. In the event that Purchaser fails or does not purchase
sufficient parts during the period set forth in Article 11(B),
Purchaser understands that Contractor will provide support,
but such support shall be at Purchaser's expense.
D. Nothing under Article 11(B) shall be interpreted to limit or
eliminate the Contractor's obligations under Article 10(A)4.
Article 12. Purchaser's Obligations
If any loss, damage, delay or failure of performance of the System results from
the Purchaser's failure to perform its obligations hereunder and results in an
increase in the costs of performance or the time required for performance of any
of the Contractor's duties or obligations under this Contract, which cannot be
avoided by reasonable efforts on the part of the Contractor, the Contractor
shall be entitled to (i) **********, (ii) **********, (iii) **********, and (iv)
**********.
A. The Contractor shall inform the Purchaser promptly of any
occurrence covered under this Article, and shall use
reasonable efforts to minimize any such additional costs or
delay.
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Commercial Volume Terms and Conditions
B. The Contractor shall promptly provide to the Purchaser an
estimate of the anticipated additional costs and time required
to complete the Work.
C. As soon as reasonably practicable after the actual costs
become known to the Contractor, the Contractor shall provide a
statement of such actual costs to the Purchaser.
D. The Purchaser thereafter shall reimburse the Contractor for
the actual, reasonable and necessary costs incurred by the
Contractor against submission of corresponding invoices, and
in accordance with Article 5 (Terms of Payment).
Article 13. Termination for Default
A. Either Party may, by written Notice of Termination for
Default, immediately upon receipt or such later date as
specified in the notice, terminate the whole or any part of
this Contract in any one of the following circumstances:
1. If a Party materially fails to comply with the Terms
and Conditions of this Contract and does not proceed
to cure such failure within a period of ********** (or
such longer period as the non-breaching Party may
authorize in writing) after receipt of written notice
to cure from the non-breaching Party specifying such
failure; or
2. If the other Party **********.
B. If this Contract is terminated by the Purchaser as provided in
Article 13(A), the Purchaser, in addition to any other rights
provided in this Article and upon payment to Contractor of all
monies due and owing as set forth in Article 13(C) below, may
require the Contractor to transfer title and deliver to the
Purchaser in the manner and to the extent directed by the
Purchaser any completed equipment, material or supplies, and
such partially completed cable and materials, parts, tools,
dies, jigs, fixtures, plans, drawings, information, and
contract rights (hereinafter collectively "Manufacturing
Materials") as the Contractor has had specifically produced or
specifically acquired for the performance of such part of this
Contract as has been terminated and which, if this Contract
had been completed, would have been required to be furnished
to the Purchaser; and the Contractor shall, upon the direction
of the Purchaser, protect and preserve property in the
Contractor's possession in which the Purchaser has an
interest.
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C. If the Contract is terminated by either Party as provided in
13(A), the Contractor shall be paid:
1. the prices, less the applicable discount, specified
in the Provisioning Schedule for completed equipment,
material and supplies delivered and services
performed; and
2. the amount agreed upon by the Purchaser and the
Contractor for Manufacturing Materials delivered to
and approved by the Purchaser; and
3. the Contractor's actual, reasonable, and necessary
costs incurred for the protection and preservation of
property.
D. Force Majeure events pursuant to Article 17 (Force Majeure)
shall not constitute a default under this Article.
E. In the event of any termination of this Contract as provided
in Article 13(A), neither Party shall be relieved from any
liability for damages or otherwise which may have been
incurred by reason of any breach of this Contract.
Article 14. Termination for Convenience
A. On or before **********, the performance of Work under this
Contract may be terminated by Purchaser in whole, or in part,
at its discretion. Purchaser shall deliver to the Contractor a
written Notice of Termination specifying the extent to which
performance of Work under this Contract is terminated, and the
date upon which such termination becomes effective. Upon
termination, the Purchaser will make payment to Contractor of
all monies due and owing as set forth in Article 14(D) below.
B. After receipt of such Notice of Termination, and except as
otherwise directed by the Purchaser, the Contractor shall:
1. Stop Work under this Contract on the date and to the
extent specified in the Notice of Termination;
2. Place no further orders or contracts for materials,
services or facilities except as may be necessary for
completion of such portion of Work under this
Contract as is not terminated;
3. Use reasonable best efforts to terminate all orders
and contracts to the extent that they relate to the
performance of Work terminated by the Notice of
Termination;
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Commercial Volume Terms and Conditions
4. Assign to the Purchaser, in the manner, at the time,
and to the extent directed by the Purchaser, all of
the Contractor's rights, title and interest under the
orders and contracts so terminated;
5. Use reasonable efforts to settle all outstanding
liabilities and all claims arising out of such
termination of orders and contracts, with the
Purchaser's prior approval;
6. Transfer title and deliver to the Purchaser in the
manner, at the time and to the extent (if any)
directed for the following:
(a) the fabricated or unfabricated parts, work
in process, completed work, supplies,
inventory and other material produced as a
part of, or acquired in connection with,
the performance of the Work terminated by
the Notice of Termination; and
(b) the completed or partially completed plans,
drawings, information and other property
which, if this Contract had been completed,
would have been required to be furnished to
the Purchaser.
7. Use reasonable best efforts to sell, in the manner,
at the time, to the extent and at the price or prices
directed or authorized by the Purchaser, any property
of the types referred to in Article 13(B)6 above
provided, however, that the Contractor:
(a) shall not be required to extend credit to
any buyer; and
(b) may acquire any such property under the
conditions prescribed by and at a price
approved by the Purchaser; and provided
further that the proceeds of any such
transfer or disposition shall be applied in
reduction of any payments to be made by the
Purchaser to the Contractor under this
Contract or paid in such other manner as
the Purchaser may direct.
8. Complete performance of such part of the Work which
was not terminated by the Notice of Termination; and
9. Take such action as may be necessary, or as the
Purchaser may reasonably direct, for the protection
and preservation of the property related to this
Contract which is in the Contractor's possession and
in which the Purchaser has acquired or may acquire an
interest.
C. After such Notice of Termination, the Contractor shall submit
to the Purchaser a written termination claim. Such claim shall
be submitted promptly, but, unless otherwise extended, in no
event later than one year, but for a termination of the entire
Contract within six months, from the effective date of
termination.
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Commercial Volume Terms and Conditions
D. In the settlement of any such partial or total termination
claim, the Purchaser shall pay to the Contractor the total of:
1. the Contract Price for that part of the Work which
has been completed;
2. a fair and reasonable proportion of the Contract
Price for that part of the Work which has been
partially completed;
3. the costs, including administrative costs, plus a
reasonable markup of materials and supplies purchased
in respect of the Contract but not yet incorporated
into the Work;
4. the cost of settling and paying claims rising out of
the termination of Work under the contracts in
orders, as provided in Article 14(D)5 below which are
properly chargeable to the terminated portion of this
Contract, as previously approved Purchaser; and
5. the actual and reasonable costs of settlement
including accounting, legal, clerical and other
expenses necessary for the preparation of settlement
claims and supporting data with respect to the
terminated portion of this Contract and for
termination and settlement of contracts thereunder,
together with reasonable storage, transportation and
other costs incurred in connection with the
protection and disposition of property proper to this
Contract.
E. In arriving at the amount due to the Contractor under this
Article 14 all unliquidated payments made to the Contractor,
any liability which the Contractor may have to the Purchaser,
and the agreed price for, or the proceeds of sale of any
materials, supplies or other things acquired by the Contractor
or sold, pursuant to the provisions of this Article 14, and
not otherwise recovered by or credited to the Purchaser shall
be deducted.
F. In addition, if the Contract is only partially terminated,
prior to the settlement of the terminated portion, the
Contractor may file with the Purchaser a request in writing
for an equitable adjustment of the Contract Price for the
portion of the Contract not terminated by the Notice of
Termination, and any such equitable adjustments as mutually
agreed shall be reflected in the Provisioning Schedule,
Appendix 1.
G. The Purchaser may, from time to time, under such terms and
conditions as it prescribes, approve partial payments and
payments on account against costs incurred by the Contractor
in connection with the terminated portion of this Contract. If
such payments total in excess of the amount finally agreed or
determined to be due under this Article 14, such excess shall
be refunded, upon demand, by the Contractor to the Purchaser.
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Commercial Volume Terms and Conditions
H. For a period of ********** after final settlement under this
Contract, the Contractor shall preserve and make available to
the Purchaser and its representatives at reasonable times at
the Contractor's office, but without charge to the Purchaser,
all supporting books, records and documents required to be
kept relating to the terminated Work.
Article 15. Suspension
A. On or before **********, Purchaser may, at its convenience,
order the Contractor to suspend all or part of the Work
(hereafter "Suspension") for such period of time as the
Purchaser determines to be appropriate. If, as a result of
such Suspension, the Contractor incurs additional costs or
losses in the discharge of its responsibilities under this
Contract, and where such suspension, losses or costs are not
caused by the Contractor's act or omission and could not have
been reasonably prevented by the Contractor, the Contractor
shall be allowed an equitable adjustment to the Contract Price
or the Provisioning Schedule in Appendix 1 and an equitable
extension in the time required for performance.
B. Every **********, during the period of Suspension, the Parties
shall meet formally and review the circumstances surrounding
the Suspension including without limitation, the anticipated
date of re-commencing Work.
C. Thereafter, if the Suspension continues for a total of
**********, the Contractor may terminate the Contract in
accordance with the terms as specified in Article 14
(Termination for Convenience).
Article 16. Title and Risk of Loss
A. Except as provided in Article 18 (Intellectual Property),
Article 20 (Safeguarding of Information and Technology) and
Article 21 (Export Control), title to all equipment, materials
and supplies provided by the Contractor hereunder for
incorporation in or attachment to the System shall pass to and
vest in the Purchaser upon receipt of Final Payment in
accordance with Article 5(B)3 and the issuance of Certificate
of Provisional Acceptance. Risk of loss or damage to all
equipment, materials and supplies provided by the Contractor
for incorporation in or attachment to the System shall pass to
and vest in the Purchaser upon Provisional Acceptance or upon
placement of the System in Commercial Service, whichever comes
first. Prior to such vesting, unless provided for otherwise in
this Contract, the risk of loss shall be borne by the
Contractor. Upon termination of this Contract pursuant to
Articles 13 (Termination for Default) or 14 (Termination for
Convenience), the Purchaser may require, upon full payment,
that title to the equipment, materials and supplies, which has
not previously passed to the Purchaser, pass to the Purchaser,
free and clear of all liens, claims, charges and other
encumbrances.
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Commercial Volume Terms and Conditions
B. Upon Provisional Acceptance or upon placement in Commercial
Service of the System, the Contractor warrants that all parts,
materials, and equipment furnished by the Contractor or its
subcontractors hereunder are free from valid liens,
encumbrances, and security interests arising by or through the
Contractor.
C. Once risk of loss has passed to the Purchaser, the Purchaser
shall indemnify and hold the Contractor harmless from any
claims by third parties (other than Contractor, its
subcontractors, agents or employees) for damage or loss
including bodily injuries and deaths, resulting from the use,
ownership, or operation of the System.
Article 17. Force Majeure
A. The Contractor shall not be responsible for any loss,
damage, delay or failure of performance resulting directly or
indirectly from any cause which is beyond its reasonable
control, including but not limited to: acts of God or of the
public enemy; acts or failure to act of any governmental
authority; war or warlike operations, civil war or commotions,
mobilizations or military call-up, and acts of similar nature;
revolution, rebellions, sabotage, and insurrections or riots;
fires, floods, epidemics, quarantine restrictions; strikes,
and other labor actions; freight embargoes; severe or
unworkable weather; trawler or anchor damage; damage caused by
other marine activity such as fishing, marine research and
marine development; inability to secure raw materials or
components; delay in obtaining permits, permissions, licenses,
approvals, consents or customs clearance of supplies,
materials or equipment; acts or omissions of transporters; or
the acts or failure to act of any of the Purchaser, of its
representatives or agents.
B. If any such Force Majeure causes an increase in the time or
costs required for performance of any of its duties or
obligations, the Contractor shall be entitled to the
following: (i) an equitable adjustment in the Contract Price,
(ii) an equitable extension of time for completion of the
Work, (iii) reimbursement for all such uninsured additional
costs incurred and (iv) relief from any obligation or duties
as a result thereof.
1. Notwithstanding the above, Contractor will take
the risk of loss for any trawler or anchor damage or
damage caused by other marine activity until risk of
loss passes to Purchaser under Article 16.
2. In addition, there are ********** built into the
Plan of Work for use for reasonable business purposes
to cover unexpected contingencies affecting
Contractor and are to be fully utilized before there
is any equitable adjustment of time for any Force
Majeure condition.
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Commercial Volume Terms and Conditions
C. The Contractor shall inform the Purchaser promptly with
written notification, and in all cases within ********** of
discovery and knowledge, of any occurrence covered under this
Article and shall use its reasonable efforts to minimize such
additional costs or delays. The Contractor shall promptly
provide an estimate of the anticipated additional costs and
the time required to complete the Work. Contractor shall be
entitled to an extension of time equal to at **********
resulting from the Force Majeure condition. As soon as
reasonably practicable after the actual costs become known to
the Contractor, the Contractor shall provide a statement of
such actual costs to the Purchaser. Thereafter, the Purchaser
shall reimburse the Contractor for the actual costs incurred
by the Contractor against submission of corresponding invoices
in accordance with Article 5 (Terms of Payment).
D. Within ********** of receipt of such a notice from Contractor,
the Purchaser may provide a written response. The absence of a
response shall be deemed as acceptance of Contractor's notice
and request for additional costs.
Article 18. Intellectual Property
A. Ownership
All right, title, and interest in and to any information,
computer or other apparatus programs, software,
specifications, drawings, designs, sketches, tools, market
research or operating data, prototypes, records,
documentation, works of authorship or other creative works,
ideas, concepts, methods, inventions, discoveries,
improvements, or other business, financial and/or technical
information (whether or not protectable or registrable under
any applicable intellectual property law) developed by
Contractor in the course of its performance under this
Contract, or otherwise furnished by Contractor to Purchaser as
part of the delivery of the System under this Contract, is and
shall remain the sole property of Contractor (hereinafter
individually and collectively referred to as "Intellectual
Property"). Unless otherwise expressed in this Contract, no
license is implied or granted herein to Purchaser to any
Intellectual Property by virtue of this Contract, nor by the
transmittal or disclosure of any such Intellectual Property to
Purchaser. Any Intellectual Property disclosed, furnished, or
conveyed to Purchaser that is marked as "Proprietary" or
"Confidential", (or if transmitted orally is identified as
being proprietary or confidential), or under the totality of
the circumstances ought to reasonably be treated as being
proprietary or confidential to Contractor even if not so
marked or identified, shall be treated in accordance with the
provision of Article 20 (Safeguarding of Information and
Technology).
B. Licenses
Contractor grants to Purchaser a personal, non-transferable
license to use Intellectual Property that is conveyed to
Purchaser when such use is unavoidably necessary for Purchaser
to fulfill its obligations under this Contract. For the
purposes of this Article, transfer means **********. Such
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Commercial Volume Terms and Conditions
grant shall further include the right by Purchaser to use such
conveyed Intellectual Property to the extent unavoidably
necessary to use any System supplied in accordance with the
terms of this Contract. The licenses granted herein shall not
include the right to sub-license. No license under
Contractor's patents, copyrights, trade or service marks,
trade secrets or other intellectual property rights
protectable under law in the United States or any foreign
country is granted to Purchaser.
C. Software
Contractor grants to the Purchaser a personal, non-exclusive,
and non-transferable right to use Intellectual Property
conveyed to Purchaser by Contractor in the form of software,
including object codes and related documentation. Such
software license shall not be applicable to commercial,
off-the-shelf software, or software provided or developed by
third parties, and shall be limited to the right to use the
software with the equipment in the System for which the
software was provided.
1. Confidentiality
Purchaser shall keep the software confidential in
accordance with Article 20 (Safeguarding of
Information and Technology) and Article 21 (Export
Control) and agrees to use its best efforts to see
that its employees, consultants, and agents, and
other users of such software, comply with the
provisions of this Contract. Purchaser also agrees to
refrain from taking any steps, such as reverse
assembly or decompilation, to derive a source code
equivalent of any object code that is furnished by
Contractor.
2. Backup Copies
Purchaser may make and retain two archive copies of
software provided. Any copy will contain the same
copyright notice and proprietary markings as are on
the original software and shall be subject to the
same restrictions as the originals.
3. Termination of Software Licenses
In the event of use of software furnished hereunder
other than that permitted in Article 18(C) or any
other material breach of this Article 18 by
Purchaser, Contractor, at its option, may terminate
the rights granted to Purchaser pursuant to this
Article, upon written notice to Purchaser. Upon
termination, Purchaser shall either return or
destroy, at Contractor's option, all copies of
software furnished under this Contract.
4. Indemnification
In the event of use of software furnished hereunder
other than permitted in Article 18(C) or any other
material breach of this Article 18 by Purchaser, the
Purchaser shall indemnify and hold Contractor
harmless from any defect of the software as well as
from any and all third party claims resulting
therein.
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D. Trademarks, Tradenames, etc.
No right is granted herein to Purchaser to use any
identification (such as, but not limited to tradenames,
trademarks, service marks or symbols, and abbreviations,
contractions, or simulations thereof) owned or used by
Contractor or its parent company and affiliates to identify
Contractor or its parent company and affiliates or any of its
products or services. Purchaser agrees that it will not,
without the prior written permission of Contractor, use such
identification in advertising, publicity, packaging, labeling,
or in any other manner to identify itself or any of its
products, services, or organizations, or represent directly or
indirectly that any product, service, or organization of it is
a product, service, or organization of Contractor or its
parent company or affiliates, or that any product or service
of Purchaser is made in accordance with or utilizes any
Intellectual Property of Contractor or its parent company or
affiliates.
E. Disclaimer, Limitation of Liability
Contractor represents that any information or Intellectual
Property furnished in connection with this Contract shall be
true and accurate to the best of its knowledge and belief, but
Contractor shall not be held to any liability for
unintentional errors or omissions therein except under Article
10(A). Except as expressly provided, Contractor makes no
representations or warranties, expressly or implied. By way of
example, but not of limitation, Contractor and its parent
company and affiliates make **********, or that the use of
information or Intellectual Property disclosed or provided
hereunder will not infringe any patent or other intellectual
property right of a third party. Contractor and its parent and
affiliates shall not be held to any liability with respect to
any claim by Purchaser or any third party claim against
Purchaser on account of, or arising from, Purchaser's use of
information or Intellectual Property disclosed or provided by
Contractor.
F. Joint Development
In the event that the disclosure of Intellectual Property by
Contractor or the exchange of other information results in the
creation or development of new information from the
substantial contribution of one or more of Contractor's
employees, agents, or consultants with one or more of
Purchaser's employees, agents, or consultants during the
course of this Contract, then such newly created information
shall be subject to the terms of Article 20 (Safeguarding of
Information and Technology). Any such newly developed
information shall be jointly owned by the Parties.
Notwithstanding the above, the Parties acknowledge and agree
that between them the ownership of any newly created
information comprising inventions, discoveries, improvements,
conceived, first reduced to
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practice, made or developed in anticipation of, in the course
or as a result of Work, shall be determined in accordance with
Title 35 of the United States Code. With respect to any newly
created information that is patented and jointly owned by the
Parties, each Party shall have equal rights to license such
patents or assign their interests to third parties without
accounting to or obtaining the consent of the other Party
hereto. The Parties shall by mutual agreement decide which
Party shall file any United States Patent application. The
Party filing such application shall do so at its own expense
and shall have the right to elect to file in any foreign
country it so chooses. Each Party agrees that it will, without
charge to the other, have its employees, agent, consultants or
other associates, sign all papers and do all acts necessary,
desirable, or convenient to enable the filing party at its
expense to file and prosecute applications for patents on such
inventions, discoveries, or improvements, and to maintain
patents granted thereon.
Article 19. Infringement
A. The Contractor agrees to defend or settle at its own expense
all suits for infringement of any patent, copyright, trademark
or other form of intellectual property right in any country of
the world, for any material (or the manufacture of any material
or the normal use thereof) provided by the Contractor or on its
behalf pursuant to this Contract and will hold the Purchaser
harmless from all expense of defending any such suit and all
payments for final judgment assessed on account of such
infringement, except such infringement or claim arising from:
1. The Contractor's adherence to the Purchaser's
directions to use materials or parts of the
Purchaser's selection; or
2. Such material or parts furnished to the Contractor by
the Purchaser, other than in each case, items of the
Contractor's design or selection or the same as any of
the Contractor's commercial merchandise or in
processes or machines of the Contractor's design or
selection used in the manufacture of such standard
products or parts; or
3. Use of the equipment other than for the purposes
indicated in, or reasonably to be inferred from, this
Contract or in conjunction with other products; or
4. Modification of the equipment by the Purchaser,
without prior expressed written approval by
Contractor.
B. The Purchaser will, at its own expense, defend all suits
against the Contractor for such excepted infringement and hold
the Contractor harmless from all expense of defending any such
suit and from all payments by final judgment assessed against
the Contractor on account of such excepted infringement.
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C. The Contractor and the Purchaser agree to give each other
prompt written notice of claims and suits for infringement,
full opportunity and authority to assume the sole defense,
including appeals and, upon request and at its own expense, the
other agrees to furnish all information and assistance
available to it for such defense.
D. If any part or equipment provided by the Contractor or on its
behalf is held to constitute an infringement (excluding such
excepted infringements specified in Article 19(A)) and is
subject to an injunction restraining its use or any order
providing for its delivery up to or destruction, the Contractor
shall at its own expense either:
1. Procure for the Purchaser the right to retain and
continue to use such part or equipment;
2. Replace or modify the System or such part or equipment
so that it becomes non-infringing; or
3. If the remedies specified in Articles 19(D)1 and
19(D)2 are not feasible, accept return of such part or
equipment and provide a full refund of the price
thereof.
E. In no event shall the Purchaser make any admission in relation
with any claim for infringement.
Article 20. Safeguarding of Information and Technology
A. In performance of this Contract, it may be mutually
advantageous to the Parties hereto to share certain
specifications, designs, plans, drawings, software, market
research or operating data, prototypes, or other business,
financial, and or/technical information related to products,
services, or systems which are proprietary to the disclosing
party or its affiliates (and in the case of Contractor,
Contractor's parent company)("Information"). The Parties
recognize and agree that Information includes information that
was supplied in contemplation hereof prior to execution of this
Contract, and further agree that Information includes
information in both tangible and intangible form.
B. Unless such Information was previously known to the Party
receiving such Information free of any obligation to keep it
confidential, or such Information has been or is subsequently
made public through other than unauthorized disclosure by the
receiving Party or is independently developed by the receiving
Party (as documented by the records of the receiving Party), it
shall be kept confidential by the Party receiving such
Information, shall be used only in the performance of this
Contract, and may not be used for any other purposes except
upon such terms as may
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be agreed upon in writing by the Party owning such Information.
The receiving Party may disclose such Information to other
persons, upon the furnishing Party's prior written
authorization, but solely to perform acts which this Article
expressly authorizes the receiving Party to perform itself and
further provided such other person agrees in writing (a copy of
which writing will be provided to the furnishing Party at its
request) to the same conditions respecting disclosure and use
of Information contained in this Article and to any other
reasonable conditions requested by the furnishing Party.
Article 21. Export Control
The Parties acknowledge that any products, software, and technical information
(including, but not limited to, services and training) provided by either Party
under this Contract are or may be subject to export laws and regulations of the
United States and the destination country(ies) and any use or transfer of such
products, software and technical information must be authorized under those
regulations. The Parties agree that they will not use, distribute, transfer or
transmit the products, software or technical information (even if incorporated
into other products) except in compliance with export regulations. If requested
by either Party, the other Party agrees to sign all necessary export-related
documents as may be required to comply with export regulations
Article 22. Liquidated Damages
The Contractor shall pay to the Purchaser by way of pre-estimated and liquidated
damages for the delay and not as a penalty, an assessed amount equal to
********** under the following limited circumstances:
A. If the System **********:
1. Article 6 (Contract Variations);
2. Article 17 (Force Majeure); or
3. Other arrangements as agreed between the Purchaser
and the Contractor; OR
B. If **********.
Article 23. Limitation of Liability/Indemnification
A. NOTWITHSTANDING ANY OTHER PROVISION IN THIS CONTRACT, NEITHER
PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT OR SPECIAL DAMAGES INCLUDING, BUT NOT
LIMITED TO, LOSS OF REVENUE, LOSS OF
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BUSINESS OPPORTUNITY OR THE COSTS ASSOCIATED WITH THE USE OF
RESTORATION FACILITIES RESULTING FROM THEIR FAILURE TO
PERFORM, PURSUANT TO THE TERMS & CONDITIONS OF THIS CONTRACT.
B. THE MAXIMUM LIABILITY OF EITHER PARTY UNDER THIS CONTRACT
SHALL BE LIMITED TO DIRECT DAMAGES PROVEN NOT TO EXCEED ONE
HUNDRED PERCENT (100%) OF THE CONTRACT PRICE.
C. Contractor, at its expense, shall defend, indemnify and hold
harmless Purchaser, its agents, subcontractors and employees
against any and all claims, demands, and judgments for losses
or damages to real or tangible property or for bodily injury
or death to any person due to any act or omission, arising out
of, or in connection with this Contract to the extent such
damage, injury or death was caused by the negligence or
willful misconduct of the Contractor, its subcontractors,
employees or agents. The defense, indemnification and save
harmless obligation is specifically conditioned on the
following: (i) Purchaser providing prompt notification in
writing of any such claim or demand; (ii) Contractor having
control of the defense of any such action, claim or demand and
of all negotiations for its settlement or compromise; and
(iii) Purchaser cooperating in a reasonable way to facilitate
the defense of such claim or demand or the negotiations for
its settlement.
D. Purchaser, at its expense, shall defend, indemnify and hold
harmless Contractor, its agents, subcontractors and employees
against any and all claims, demands, and judgments for losses
or damages to real or tangible property or for bodily injury
or death to any person due to any act or omission, arising out
of, or in connection with this Contract, to the extent such
damage, injury or death was caused by the negligence or
willful misconduct of the Purchaser, its subcontractors,
employees or agents. The defense, indemnification and save
harmless obligation is specifically conditioned on the
following: (i) Contractor providing prompt notification in
writing of any such claim or demand; (ii) Purchaser having
control of the defense of any such action, claim or demand and
of all negotiations for its settlement or compromise; and
(iii) Contractor cooperating in a reasonable way to facilitate
the defense of such claim or demand or the negotiations for
its settlement.
Article 24. [Intentionally Left Blank]
Article 25. Design and Performance Responsibility
A. The Contractor shall be solely responsible for the design of
and for all details of the System and for the adequacy
thereof.
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B. The Contractor's responsibility for design of the System shall
not in any way be diminished nor shall the Contractor's design
approach be restricted or limited by the Purchaser's
acceptance of the Contractor's guidance or recommendations as
to engineering standards and design specifications, or by the
Purchaser's suggestions or recommendations on any aspect of
the design.
C. Purchaser shall use all reasonable efforts in assisting the
Contractor to obtain in a timely manner accurate information
required for the Contractor to perform the Work, including but
not limited to, information available from parties to any
Construction and Maintenance agreements for the System.
Article 26. Product Changes
Prior to Provisional Acceptance of the System, the Contractor may at any time
make changes to the System furnished pursuant to this Contract, or modify the
drawings and published specifications relating thereto, or substitute equipment
of later design, provided the changes, modifications, or substitutions under
normal and proper use do not impact upon the form, fit, or function of the
System as provided in the System Performance Requirements.
Article 27. Risk and Insurance
A. Upon request, the Contractor shall furnish the Purchaser with
certificates, or other satisfactory evidence, that all of the
responsibilities and risks of the Contractor herein are
covered by insurance policies or by self-insurance and that
such insurance is being maintained, including but not limited
to:
1. General Liability insurance sufficient to cover all
losses and claims for injuries or death to any
person (including any employee of the Contractor) or
damage to any property (including that of the
Purchaser) under this Contract until Provisional
Acceptance;
2. Marine Cargo or equivalent is required to protect
against all risks of physical loss or damage to the
plant, equipment and supplies to be included in the
System (other than War Risks) beginning with when
each such item is ready for shipping and ending when
the submersible plant and equipment are placed
overside the cable laying vessel and when the
equipment and supplies are delivered to the cable
stations, central offices, or network operation
center;
3. Sea Bed or equivalent coverage is required to
protect against all risks of physical loss or damage
to the submersible plant and equipment described in
Article 27(A)2 above until
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Commercial Volume Terms and Conditions
Provisional Acceptance (upon written request,
Contractor shall assist Purchaser in obtaining the
continuation of such Sea Bed coverage); and
4. War Risks or equivalent coverage is required to
protect against damage to, seizure by and/or
destruction of the System by means of war, piracy,
takings at sea and other warlike operations until
discharge of the submersible plant and equipment.
For the purposes of this Article "discharge of the
submersible plant and equipment" shall be deemed to
take place when the plant and equipment reaches the
sea bottom, as far as the submersible plant and
equipment is concerned, and when the plant is
off-loaded in the respective terminal country, as
far as non-submersible plant is concerned.
B. The Contractor may organize such levels of deductibles,
excesses and self-insurance as it considers appropriate.
Article 28. Plant and Work Rules
Employees and agents of each Party shall, while on the premises of the other or
its subcontractors, comply with all plant rules and governmental regulations.
Article 29. Right of Access
A. The Contractor shall, upon reasonable notice, during normal
business hours and in a manner to avoid any disruption of the
work on the premises including performance of other contracts,
permit access by the Purchaser or its Quality Assurance (QA)
Representative (other than a competitor of the Contractor) to
the Contractor's premises where the work will be performed,
and will use its best endeavors to secure rights of access to
premises of its subcontractors where the work will be
performed, having subcontracts or orders in the amount of, or
equivalent to U.S. $********** or more, in accordance with the
Contractor's contractual arrangements with its subcontractors,
and allow the Purchaser or its QA Representative to:
1. audit the Contractor's quality assurance system and
its application to the Work, including manufacture,
development and raw materials and components
provision;
2. inspect all parts of the Work to the extent
reasonably practicable to ensure that their quality
meets the Specifications.
This right of access shall allow for the Purchaser and/or its
QA representative (up to a total of three (3) persons). The
Purchaser shall provide the name(s), nationality and title of
each such visitor prior to the visit. The Contractor shall not
be responsible for any costs, including travel and
accommodation costs, of the Purchaser or its representatives.
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B. The right of access shall also allow for the Purchaser and/or
representatives (up to a total of three (3) persons) to be
aboard the vessel(s) during installation, provided
accommodations are available. The Contractor shall not be
responsible for any costs of the Purchaser or its
representatives, except for food and lodging expenses on board
the vessel which includes one (1) daily telex or fax. All
other travel and accommodation costs for the Purchaser or its
QA Representatives shall be for the account of the Purchaser.
C. Any right of access shall not be construed as creating any
obligation requiring the Contractor or its subcontractors to
disclose trade secrets or proprietary information. Further,
such right of access may be conditioned on the execution of a
confidentiality and non-disclosure agreement and/or subject to
routine building security measures.
Article 30. Quality Assurance
All equipment, material and supplies provided under this Contract shall be
inspected and tested by representatives designated by the Contractor to the
extent reasonably practical to assure that the quality of the equipment,
materials and supplies being incorporated is sufficient to realize the System
Performance Requirements. The inspection and test program established for such
equipment, materials and supplies shall be consistent with the Specifications or
if not specified therein, with the commercial practices normally employed by the
Contractor in the construction of submarine cable systems.
Article 31. Documentation
The Contractor shall furnish to the Purchaser documentation as set forth in the
Provisioning Schedule in the English language for the System. Such documentation
shall be provided prior to the Provisional Acceptance testing.
Article 32. Training
The Contractor will make available training for Purchaser's personnel to learn
to operate and maintain the System. Such training as described in the
Specifications at the Contractor's training locations or as may be mutually
agreed. The number of trainees and duration of the training sessions will be as
provided for in the Specifications. All training will be in the English
language; however, training in another language will be made available upon
request and at Purchaser's expense. The Contractor shall not be held liable for
any loss or damage caused to the System or to other properties, or for bodily
injuries, resulting from negligence or intentional act in the use, maintenance
or operation of the System by the Purchaser's personnel who attended the
training sessions.
Article 33. Settlement of Disputes/Arbitration
A. The Parties shall endeavor to settle amicably by mutual
discussions any disputes, differences, or claims whatsoever
related to this Contract. The Parties will internally escalate
all disputes, in writing, to the
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Commercial Volume Terms and Conditions
highest levels of their respective organizations before
initiating or resorting to Mediation or Arbitration. A meeting
shall be promptly held between the Parties, attended by
individuals with decision-making authority regarding the
dispute, to attempt in good faith to negotiate a resolution of
the dispute.
B. If within ********** after such meeting, the Parties have not
succeeded in negotiating a resolution of the dispute, then the
Parties shall commence non-binding mediation ("Mediation") by
each Party providing the other Party a written statement of
the subject of the dispute and the relief requested. They will
jointly appoint a mutually acceptable neutral person not
affiliated with either of the Parties (the "Mediator"),
seeking assistance in such regard from the American
Arbitration Association ("AAA") if they have been unable to
agree upon such appointment within ********** from the initial
meeting.
The Parties shall cooperate with the Mediator and one another
in scheduling the Mediation proceeding. Both Parties consent
to appear at any scheduled Mediation. The Mediation shall be
held, as soon as possible, but not later than ********** after
the initial meeting, in Seattle, Washington. The fees of the
Mediator shall be shared equally by the Parties.
C. If the Parties are not successful in resolving the dispute
through the Mediation, then the Parties shall submit the
dispute to be settled by arbitration according to the
Commercial Arbitration Rules of the AAA ("Arbitration").
Unless the Parties agree to have the Mediator act as the sole
arbitrator, there shall be three (3) arbitrators, with each
Party appointing one (1) arbitrator with the Mediator serving
as the third arbitrator ("Arbitration Tribunal").
1. The Arbitration Tribunal shall apply the laws of the
State of Alaska and shall render a written decision.
The Arbitration Tribunal will not have the authority
to award punitive damages.
2. Each Party shall bear its own expenses, but the
Parties shall share equally the expenses of the
Arbitration Tribunal.
D. This Contract shall be enforceable, and any arbitration award
shall be final, and judgment thereon shall be entered in any
court of competent jurisdiction. In any such Arbitration, the
decision in any prior arbitration under this Contract shall
not be deemed conclusive of the rights as among themselves of
the Parties hereunder. The Arbitration shall be held in
Seattle, Washington.
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Article 34. Applicable Law
This Contract shall be construed and governed in accordance with the laws of the
State of Alaska, United States, excluding its conflicts of law provisions.
Article 35. Notices
Any notice required or permitted to be made under this Contract, including
invoicing, shall be in writing and shall be deemed to have been duly given when
it has been delivered by hand, by overnight mail, or facsimile with telephonic
confirmation of receipt, with a paper copy by U.S. mail (collectively U.S. mail
and overnight mail shall be called "Mail") to the Party as specified herein or
as later designated in writing by such Party. All notices shall be made in the
English language.
Changes to the respective name, address or fax number shown below, may be made
at any time by giving thirty (30) days' prior written notice in accordance with
this Article.
Notices shall be sent to the following addresses:
To Contractor:
Submarine Systems International Ltd.
Attention: Mr. Lou Riegler
Room S120
340 Mt. Kemble Ave.
Morristown, New Jersey 07960 U.S.A.
Fax: +1 973-326-2704
Tel: +1 973-326-3552
To Purchaser:
GCI Communication Corp.
2250 Denali Street (Suite 1000)
Anchorage, Alaska 99503-2721
Attn: Mr. Jimmy R. Sipes
Vice President
Telephony Network Engineering
Fax: +1 907-265-5673
Tel: + 1 907-265-5557
For Invoices, a copy also to:
GCI Communication Corp.
2250 Denali Street (Suite 1000)
Anchorage, Alaska 99503-2721
Attn: Accounts Payable
Fax: +1 907-265-5420
Tel: +1 907-265-5600
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Article 36. Publicity
No information relating to this Contract shall be released by either Party to
any newspaper, magazine, journal or other written, oral or visual medium without
the prior written approval of an authorized representative of the other Party,
which consent shall not be unreasonably delayed or withheld, and except as to
disclosure to the parties' applicable regulatory authorities, shareholders,
agents, advisors and financial institutions. Notwithstanding the foregoing, the
parties acknowledge that the general terms and conditions of the transaction
must be disclosed under the securities disclosure laws, rules and regulations.
Article 37. Assignment
A. Except as provided in this Article, neither Party shall assign
this Contract or any right or interest under this Contract,
nor delegate any work or obligation to be performed under this
Contract ("Assignment"), without the other Party's prior
written consent which shall not be unreasonably withheld.
Nothing herein shall preclude a Party from employing a
subcontractor in carrying out its obligations under this
Contract. A Party's use of such subcontractor shall not
release the Party from its obligations under this Contract.
B. Each Party has the right to assign this Contract or to assign
its rights and delegate its duties under this Contract, in
whole or in part, at any time and without the other Party's
consent, to any present or future affiliated company, or to an
entity controlled by, under the same control as, or
controlling, the assignor. The assigning Party shall give the
other Party hereto prior written notice of the assignment.
Article 38. Relationship of the Parties
All work performed by one Party under this Contract shall be performed as an
independent contractor and not as an agent of the other and no persons furnished
by the performing Party shall be considered the employees or agents of the
other. The performing Party shall be responsible for its own and its employees'
compliance with all laws, rules and regulations while performing work under this
Contract. The Parties shall not be deemed to be partners by virtue of this
Contract.
Article 39. Successors Bound
This Contract shall be binding on the Contractor and the Purchaser and their
respective successors and assigns.
Article 40. Paragraph Captions
The captions of the Articles do not form part of this Contract and shall not
have any effect on the interpretation thereof.
Article 41. Severability
If any of the provisions of this Contract shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render unenforceable
the entire Contract, but rather the entire Contract shall be construed as if not
containing the particular invalid or
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unenforceable provision or provisions and the rights and obligations of the
Contractor and the Purchaser shall be construed and enforced accordingly. In the
event such invalid or unenforceable provision is an essential and material
element of this Contract, the Parties shall promptly negotiate a replacement
provision.
Article 42. Survival of Obligations
The Parties' rights and obligations, which, by their nature would continue
beyond the termination, cancellation or expiration of this Contract, including,
but not limited to, those contained in Article 10 (Warranty), Article 11
(Contractor Support), Article 18 (Intellectual Property), Article 20
(Safeguarding of Information and Technology) Article 21 (Export Control) and
Article 23 (Limitations of Liability), shall survive termination, cancellation
or expiration hereof.
Article 43. Non-Waiver
No waiver of any of the terms and conditions of this Contract, nor the failure
of either Party strictly to enforce any such term or condition, on one or more
occasions shall be construed as a waiver of the same or of any other term or
condition of this Contract on any other occasion.
Article 44. Language
This Contract has been executed in the English language and English will be the
controlling language for this Contract.
Article 45. Performance Guarantee
A. Contractor shall, by **********, provide a performance guarantee (in
a format mutually and reasonably acceptable to the Parties) to
Purchaser having a value of **********.
B. The performance guarantee shall be reduced to ********** on the
Provisional Acceptance date, and it shall remain in force until the
date of Final Acceptance (as specified in Article 9(D)1).
C. The Purchaser shall be entitled to demand payment under the
performance guarantee if **********.
Article 46. Entire Agreement
This Contract supersedes all prior oral or written understandings between the
Parties and constitutes the entire agreement with respect to the subject matter
herein. Such terms and conditions shall not be modified or amended except by a
writing signed by authorized representatives of both Parties.
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This Contract is executed by duly authorized representatives of the Parties as
set forth below.
Submarine Systems International Ltd. GCI Communication Corp.
By:/s/ David Vanrossum By:/s/Richard Dowling
Signature Signature
Title: Vice President and CFO Title: Senior Vice
President
Date: July 14, 1997 Date: July 15, 1997
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Appendix 1: Alaska United Fiber System
Summary of the Pricing Schedule - Offer B
FOB CIF Taxes Total
1.1 Wet Plant - Seattle, Washington *** *** *** ***
1.2 Wet Plant - Lena Point, Alaska *** *** *** ***
1.3 Wet Plant - Whittier, Alaska *** *** *** ***
2.0 Marine Services *** *** *** ***
3.1 TSE - Seattle, Washington *** *** *** ***
3.2 TSE - Lena Point, Alaska *** *** *** ***
3.3 TSE - Whittier, Alaska *** *** *** ***
4.1 Land Cable - Seattle, Washington *** *** *** ***
4.2 Land Cable - Lena Point, Alaska *** *** *** ***
4.3 Land Cable - Whittier, Alaska *** *** *** ***
5.0 Other *** *** *** ***
Total *** *** *** ***
Remove Repeater *** *** *** ***
Subtotal *** *** *** ***
Discount *** *** *** *** ***
Grand Total (Discounted Price) *** *** *** ***
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Appendix 1: Alaska United Fiber System
Submerged Plant - Seattle, Washington to BU
Unit
Type Quantity Price FOB CIF Taxes Total
1.1.1.0 Installed Cable
1.1.1.1 LW *** *** *** *** *** *** ***
1.1.1.2 SPA *** *** *** *** *** *** ***
1.1.1.3 LWA *** *** *** *** *** *** ***
1.1.1.4 DA *** *** *** *** *** *** ***
1.1.2.0 Spare Cable
1.1.2.1 LW *** *** *** *** *** *** ***
1.1.2.2 SPA *** *** *** *** *** *** ***
1.1.2.3 LWA *** *** *** *** *** *** ***
1.1.2.4 DA *** *** *** *** *** *** ***
1.1.3.0 Transitions
1.1.3.1 LW/SPA *** *** *** *** *** *** ***
1.1.3.2 LWA/SPA *** *** *** *** *** *** ***
1.1.3.3 LWA/DA *** *** *** *** *** *** ***
1.1.4.0 Total Cable to Cable Joints
1.1.4.1 LW Cbl-to-Cbl Joint *** *** *** *** *** *** ***
1.1.4.2 SPA Cbl-to-Cbl Joint *** *** *** *** *** *** ***
1.1.4.3 Polysleeves *** *** *** *** *** *** ***
1.1.5.0 End Seals
1.1.5.1 A-838244 *** *** *** *** *** *** ***
1.1.5.2 A-838260 *** *** *** *** *** *** ***
1.1.5.3 A-838611 *** *** *** *** *** *** ***
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AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Submerged Plant - Seattle, Washington to BU
Unit
Type Quantity Price FOB CIF Taxes Total
1.1.6.0 Repeater and BU Integration
1.1.6.1 Unarmored *** *** *** *** *** *** ***
1.1.6.2 Armored *** *** *** *** *** *** ***
1.1.6.3 Branching Unit *** *** *** *** *** *** ***
1.1.7.0 Undersea Quality Assurance *** *** *** *** *** *** ***
1.1.8.0 Integrated Repeaters, BU's, & Couplings
1.1.8.1 Integrated Repeaters 2x0 *** *** *** *** *** *** ***
1.1.8.2 Integrated Branching Unit (PSBU) *** *** *** *** *** *** ***
1.1.8.3 Integrated Couplings *** *** *** *** *** *** ***
1.1.9.0 Spare Repeaters, BU's, & Couplings
1.1.9.1 Spare Repeaters 2x0 *** *** *** *** *** *** ***
1.1.9.2 Spare Branching Unit (PSBU) *** *** *** *** *** *** ***
1.1.9.3 Spare Couplings *** *** *** *** *** *** ***
1.1 Total Submerged Plan - Seattle Washington *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Submerged Plant - Lena Point, Alaska to BU
Unit
Type Quantity Price FOB CIF Taxes Total
1.2.1.0 INSTALLED CABLE
1.2.1.1 LW *** *** *** *** *** *** ***
1.2.1.2 SPA *** *** *** *** *** *** ***
1.2.1.3 LWA *** *** *** *** *** *** ***
1.2.1.4 DA *** *** *** *** *** *** ***
1.2.2.0 SPARE CABLE
1.2.2.1 LW *** *** *** *** *** *** ***
1.2.2.2 SPA *** *** *** *** *** *** ***
1.2.2.3 LWA *** *** *** *** *** *** ***
1.2.2.4 DA *** *** *** *** *** *** ***
1.2.3.0 TRANSITIONS
1.2.3.1 LW/SPA *** *** *** *** *** *** ***
1.2.3.2 LWA/SPA *** *** *** *** *** *** ***
1.2.3.3 LWA/DA *** *** *** *** *** *** ***
1.2.4.0 TOTAL CABLE TO CABLE JOINTS
1.2.4.1 LW CBL-TO-CBL JOINT *** *** *** *** *** *** ***
1.2.4.2 SPA CBL-TO-CBL JOINT *** *** *** *** *** *** ***
1.2.4.3 POLYSLEEVES *** *** *** *** *** *** ***
1.2.5.0 END SEALS
1.2.5.1 A-838244 *** *** *** *** *** *** ***
1.2.5.2 A-838260 *** *** *** *** *** *** ***
1.2.5.3 A-838611 *** *** *** *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Submerged Plant - Lena Point, Alaska to BU
Unit
Type Quantity Price FOB CIF Taxes Total
1.2.6.0 REPEATER AND BU INTEGRATION
1.2.6.1 UNARMORED *** *** *** *** *** *** ***
1.2.6.2 ARMORED *** *** *** *** *** *** ***
1.2.6.3 BRANCHING UNIT *** *** *** *** *** *** ***
1.2.7.0 UNDERSEA QUALITY ASSURANCE *** *** *** *** *** *** ***
1.2.8.0 INTEGRATED REPEATERS, BU'S & COUPLINGS
1.2.8.1 INTEGRATED REPEATERS 2x0 *** *** *** *** *** *** ***
1.2.8.2 INTEGRATED BRANCHING UNIT (PSBU) *** *** *** *** *** *** ***
1.2.8.3 INTEGRATED COUPLINGS *** *** *** *** *** *** ***
1.2.9.0 SPARE REPEATERS, BU'S, & COUPLINGS
1.2.9.1 SPARE REPEATERS 2x0 *** *** *** *** *** *** ***
1.2.9.2 SPARE BRANCHING UNITS (PSBU) *** *** *** *** *** *** ***
1.2.9.3 SPARE COUPLINGS *** *** *** *** *** *** ***
1.2 TOTAL SUBMERGED PLAN - LENA POINT, ALASKA
*** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Submerged Plant - Whittier, Alaska to BU
Unit
Type Quantity Price FOB CIF Taxes Total
1.3.1.0 INSTALLED CABLE
1.2.1.1 LW *** *** *** *** *** *** ***
1.3.1.2 SPA *** *** *** *** *** *** ***
1.3.1.3 LWA *** *** *** *** *** *** ***
1.3.1.4 DA *** *** *** *** *** *** ***
1.3.2.0 SPARE CABLE
1.3.2.1 LW *** *** *** *** *** *** ***
1.3.2.2 SPA *** *** *** *** *** *** ***
1.3.2.3 LWA *** *** *** *** *** *** ***
1.3.2.4 DA *** *** *** *** *** *** ***
1.3.3.0 TRANSITIONS
1.3.3.1 LW/SPA *** *** *** *** *** *** ***
1.3.3.2 LWA/SPA *** *** *** *** *** *** ***
1.3.3.3 LWA/DA *** *** *** *** *** *** ***
1.3.4.0 TOTAL CABLE TO CABLE JOINTS
1.3.4.1 LW CBL-TO-CBL JOINT *** *** *** *** *** *** ***
1.3.4.2 SPA CBL-TO-CBL JOINT *** *** *** *** *** *** ***
1.3.4.3 POLYSLEEVES *** *** *** *** *** *** ***
1.3.5.0 END SEALS
1.3.5.1 A-838244 *** *** *** *** *** *** ***
1.3.5.2 A-838260 *** *** *** *** *** *** ***
1.3.5.3 A-838611 *** *** *** *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Submerged Plant - Whittier, Alaska to BU
Unit
Type Quantity Price FOB CIF Taxes Total
1.3.6.0 REPEATER AND BU INTEGRATION
1.3.6.1 UNARMORED *** *** *** *** *** *** ***
1.3.6.2 ARMORED *** *** *** *** *** *** ***
1.3.6.3 BRANCHING UNIT *** *** *** *** *** *** ***
1.3.7.0 UNDERSEA QUALITY ASSURANCE *** *** *** *** *** *** ***
1.3.8.0 INTEGRATED REPEATERS, BU'S & COUPLINGS
1.3.8.1 INTEGRATED REPEATERS 2x0 *** *** *** *** *** *** ***
1.3.8.2 INTEGRATED BRANCHING UNIT (PSBU) *** *** *** *** *** *** ***
1.3.8.3 INTEGRATED COUPLINGS *** *** *** *** *** *** ***
1.3.9.0 SPARE REPEATERS, BU'S, & COUPLINGS
1.3.9.1 SPARE REPEATERS 2x0 *** *** *** *** *** *** ***
1.3.9.2 SPARE BRANCHING UNITS (PSBU) *** *** *** *** *** *** ***
1.3.9.3 SPARE COUPLINGS *** *** *** *** *** *** ***
1.3 TOTAL SUBMERGED PLAN - WHITTIER, ALASKA
*** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Marine Services - Total System
Unit
Type Quantity Price FOB CIF Taxes Total
2.1.0 MARINE SERVICES
2.1.1 OPERATIONS *** *** *** *** *** *** ***
2.1.2 TRANSIT *** *** *** *** *** *** ***
2.1.3 LOADING *** *** *** *** *** *** ***
2.1.4 PORT CALLS *** *** *** *** *** *** ***
2.1.5 MOB/DEMOB *** *** *** *** *** *** ***
2.2.0 SEA PLOW VII
2.2.1 OPERATIONS *** *** *** *** *** *** ***
2.2.2 TRANSIT *** *** *** *** *** *** ***
2.2.3 MOB/DEMOB *** *** *** *** *** *** ***
2.3.0 OTHER
2.3.1 SUPPORT TUG *** *** *** *** *** *** ***
2.3.2 PLIB OPERATIONS *** *** *** *** *** *** ***
2.3.3 SHORE END OPERATIONS *** *** *** *** *** *** ***
2.3.4 CABLE LOADING *** *** *** *** *** *** ***
2.3.5 CABLE ENGINEERING *** *** *** *** *** *** ***
2.3.6 SPLICING OPERATIONS *** *** *** *** *** *** ***
2.3.7 MARINE COORDINATION *** *** *** *** *** *** ***
2.3.8 ROUTE SURVEY *** *** *** *** *** *** ***
2.0 TOTAL MARINE SERVICES *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Terminal Station Equipment - Seattle, Washington
3.1 TERMINAL STATION EQUIPMENT - SEATTLE, Unit
WASHINGTON Type Quantity Price FOB CIF Taxes Total
3.1.1.0 TERMINAL TRANSMISSION EQUIPMENT
3.1.1.1 FT 2000, OC48, ADD DROP RING W/ NGLN W/ SPARES
*** *** *** *** *** *** ***
3.1.1.2 ENGINEERING ORDER WIRES W/ SPARES *** *** *** *** *** *** ***
3.1.1.3 CRAFT INTERFACE TERMINALS *** *** *** *** *** *** ***
3.1.1.4 DIGITAL DISTRIBUTION FRAME *** *** *** *** *** *** ***
3.1.2.0 POWER FEED EQUIPMENT
3.1.2.1 MEDIUM VOLTAGE PFE W/ SPARES *** *** *** *** *** *** ***
3.1.2.2 LOW VOLTAGE PFE W/ SPARES *** *** *** *** *** *** ***
3.1.3.0 OUT OF SERVICE MAINTENANCE - COTDR & HLLB SHELF
*** *** *** *** *** *** ***
3.1.4.0 INSTALLATION *** *** *** *** *** *** ***
3.1 SUBTOTAL TSE - SEATTLE, WASHINGTON
*** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Terminal Station Equipment - Lena Point, Alaska
3.2 TERMINAL STATION EQUIPMENT - SEATTLE, Unit
WASHINGTON Type Quantity Price FOB CIF Taxes Total
3.2.1.0 TERMINAL TRANSMISSION EQUIPMENT
3.2.1.1 FT 2000, OC48, ADD DROP RING W/ NGLN W/ SPARES
*** *** *** *** *** *** ***
3.2.1.2 ENGINEERING ORDER WIRES W/ SPARES *** *** *** *** *** *** ***
3.2.1.3 CRAFT INTERFACE TERMINALS *** *** *** *** *** *** ***
3.2.1.4 DIGITAL DISTRIBUTION FRAME *** *** *** *** *** *** ***
3.2.2.0 POWER FEED EQUIPMENT
3.2.2.1 MEDIUM VOLTAGE PFE W/ SPARES *** *** *** *** *** *** ***
3.2.2.2 LOW VOLTAGE PFE W/ SPARES *** *** *** *** *** *** ***
3.2.3.0 OUT OF SERVICE MAINTENANCE - COTDR & HLLB SHELF
*** *** *** *** *** *** ***
3.2.4.0 INSTALLATION *** *** *** *** *** *** ***
3.2 SUBTOTAL TSE - LENA POINT, ALASKA *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Terminal Station Equipment - Whittier, Alaska
3.3 TERMINAL STATION EQUIPMENT - SEATTLE, Unit
WASHINGTON Type Quantity Price FOB CIF Taxes Total
3.3.1.0 TERMINAL TRANSMISSION EQUIPMENT
3.3.1.1 FT 2000, OC48, ADD DROP RING W/ NGLN W/ SPARES
*** *** *** *** *** *** ***
3.3.1.2 ENGINEERING ORDER WIRES W/ SPARES *** *** *** *** *** *** ***
3.3.1.3 CRAFT INTERFACE TERMINALS *** *** *** *** *** *** ***
3.3.1.4 DIGITAL DISTRIBUTION FRAME *** *** *** *** *** *** ***
3.3.2.0 POWER FEED EQUIPMENT
3.3.2.1 MEDIUM VOLTAGE PFE W/ SPARES *** *** *** *** *** *** ***
3.3.2.2 LOW VOLTAGE PFE W/ SPARES *** *** *** *** *** *** ***
3.3.3.0 OUT OF SERVICE MAINTENANCE - COTDR & HLLB SHELF
*** *** *** *** *** *** ***
3.3.4.0 INSTALLATION *** *** *** *** *** *** ***
3.3 SUBTOTAL TSE - WHITTIER, ALASKA *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Land Cable and Installation - Total System
Unit
Type Quantity Price FOB CIF Taxes Total
4.1.0 LAND CABLE - SEATTLE, WASHINGTON
4.1.1 MV-900 *** *** *** *** *** *** ***
4.1.2 RL *** *** *** *** *** *** ***
4.1.3 INSTALLATION *** *** *** *** *** *** ***
4.1.4 OCEAN GROUND BED *** *** *** *** *** *** ***
4.1 SUBTOTAL LAND CABLE - SEATTLE, WASHINGTON
*** *** *** ***
4.2.0 LAND CABLE - LENA POINT, ALASKA
4.2.1 MV-900 *** *** *** *** *** *** ***
4.2.2 RL *** *** *** *** *** *** ***
4.2.3 INSTALLATION *** *** *** *** *** *** ***
4.2.4 OCEAN GROUND BED *** *** *** *** *** *** ***
4.2 SUBTOTAL LAND CABLE - LENA POINT, ALASKA
*** *** *** ***
4.3.0 LAND CABLE - WHITTIER, ALASKA
4.3.1 MV-900 *** *** *** *** *** *** ***
4.3.2 RL *** *** *** *** *** *** ***
4.3.3 INSTALLATION *** *** *** *** *** *** ***
4.3.4 OCEAN GROUND BED *** *** *** *** *** *** ***
4.3 SUBTOTAL LAND CABLE - WHITTIER, ALASKA
*** *** *** ***
NOTE: ALL LANDING POINTS ARE ASSUMED
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 1: Alaska United Fiber System
Other - Total System
Unit
Type Quantity Price FOB CIF Taxes Total
5.1.0 OTHER
5.1.1 ACCEPTANCE TRAINING *** *** *** *** *** *** ***
5.1.2 ENGINEERING SERVICES *** *** *** *** *** *** ***
5.1.3 WARRANTY *** *** *** *** *** *** ***
5.1.4 PERFORMANCE GUARANTEE *** *** *** *** *** *** ***
5.1.5 PROJECT MANAGEMENT *** *** *** *** *** *** ***
5.2.0 TRAINING
5.2.1 TYPE A *** *** *** *** *** *** ***
5.2.2 TYPE B *** *** *** *** *** *** ***
5.2.3 TYPE C *** *** *** *** *** *** ***
5.3.0 DOCUMENTATION
5.3.1 ORIGINAL *** *** *** *** *** *** ***
5.3.2 COPIES *** *** *** *** *** *** ***
5.0 SUBTOTAL - OTHER *** *** *** ***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
Appendix 2 - Alaska United Fiber System - Billing Schedule
Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec Subtotal
1997 $*** $***
1998 $*** $*** $*** $*** $*** $***
Total $***
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
AT&T Submarine Systems Inc., PROPRIETARY
Use restricted to Company Instruction
SAMPLE INVOICE
INVOICE
Alaska United Fiber System
Addresses Invoice No. ATTSSI9512xx
Issue Date 12/x/1995
xxxxxxx Central Billing Party Payment Due Date
Attn: Mr(s).: xxxxxxx Customer Code
340 Mount Kemble Ave., Room N100
Morristown, NJ 07962
Remit Payment Wire To:
Submarine Systems International
**********
**********
**********
**********
**********
Billing for the xxxxxxx Cable Construction Activities for milestones achieved by
December x, **********. Per attached Milestone Achievement Certificate.
Amount Due US$ xxxxxxxxxxxxxxx
Attachments
1) Milestone Achievement Certificate
PLEASE INDICATE INVOICE NUMBER(S) AND CUSTOMER CODE ON REMITTANCE
CERTIFIED CORRECT Please Refer Questions Related
To this invoice to: R. M. Grella
Manager - SSI Finance
340 Mt. Kemble Ave., Room N125
P.O. Box 1923
Morristown, NJ 07962-1923
Telephone: (201) 326 4255
Facsimile: (201) 326 2587
R. M. Grella
Manager - SSI Finance
Commercial Volume Appendix 4
APPENDIX 4
Responsibility For Submarine Cable Construction Approvals, Permits,
Permissions and Consents
(Alaska United Fiber System)
I. Purchaser's Responsibilities:
1. To obtain all necessary permissions **********.
2. To obtain, ********** necessary approvals, permits, permissions and
consents to lay the System **********.
3. To obtain the necessary Government Approvals **********.
4. To bear the cost of **********.
5. To obtain the necessary approvals, permits, permissions, and consent
**********.
6. To obtain Environmental Impact Statement(s), permits, and
environmental approval(s) **********.
7. To obtain all necessary approvals, permits, permissions, and consents
**********.
8. To provide ********** crossing notification **********.
9. Obtain the necessary permissions **********.
10. To obtain customers clearance and make arrangements **********.
11. To obtain import licenses/certificates, **********.
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Submarine Systems International Ltd. (SSI) - Proprietary
Use Restricted to Article 20, Safeguard of Information Technoloty, of
this Contract
July 11, 1997 1 Alaska United Fiber System
Commercial Volume Appendix 4
II. Contractor's Responsibilities 1. To pay necessary charges **********.
2. to obtain Work Permits **********.
3. Notice to **********.
4. To obtain from relevant third parties approval **********.
5. To remove **********.
6. To obtain temporary import clearance, **********.
7. To jointly obtain import licenses with **********.
8. To obtain, as necessary, temporary radio site and radio frequency
permits **********.
9. To obtain terrestrial permits **********.
10. To obtain excavation and road access permits **********.
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Submarine Systems International Ltd. (SSI) - Proprietary
Use Restricted to Article 20, Safeguard of Information Technoloty, of
this Contract
July 11, 1997 2 Alaska United Fiber System
GCI Communication Corp. Submarine Systems International
ALASKA UNITED FIBER SYSTEM
PLAN OF WORK
Start End *** ***
ID Work Activity Days Date Date Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1
1 ALASKA UNITED FIBER SYSTEM **********
2 Contract Signing
3 Fiber/Cable Manufacture
4 Place Cable & Fiber Order
5 Fiber Manufacture/Delivery
6 Cable Manufacture - Hitachi
7 Unit fiber Structure (UFS)
8 Power Conductor (PC)
9 Extrusion
10 Post Survey SLD
11 Partial Section Details
12 Ship Tank Plan
13 Section Assembly Guidelines
14 Span Assembly
15 SPA Production
16 Armoring
17 SPA/LW Tanking
18 Repeater Manufacture
19 Place Repeater Order
20 Manufacture
21 PSBU Manufacture
22 Repeater Delivery
23 Repeater/Cable Integration
24 Assembled System Test
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Date: 7/11/97 Task Milestone Rolled Up Task Rolled Up Progress
Project Mgr-L. Riegler Progress Summary Rolled Up Milestone
SSI Proprietary Page 1 of 6
GCI Communication Corp. Submarine Systems International
ALASKA UNITED FIBER SYSTEM
PLAN OF WORK
Start End *** ***
ID Work Activity Days Date Date Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1
25 Cable Ready-To-Load **********
26 PFE Manufacture/Ship
27 Seattle
28 Place PFE Order
29 Manufacture - Medium Voltage
30 Factory Acceptance Test (FAT)
31 Ship to Hut Manufacturing Site
32 Whittier
33 Place PFE Order
34 Manufacture - Medium Voltage
35 FAT
36 Ship to Hut Manufacturing Site
37 Lena Point
38 Place PFE Order
39 Manufacture - Low Voltage
40 FAT
41 Ship to Hut Manufacturing Site
42 Transmission Equipment Manufacture/Ship
43 Seattle
44 Place TTE Order
45 Manufacture
46 FAT
47 Ship to Hut Manufacturing Site
48 Whittier
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Date: 7/11/97 Task Milestone Rolled Up Task Rolled Up Progress
Project Mgr-L. Riegler Progress Summary Rolled Up Milestone
SSI Proprietary Page 2 of 6
GCI Communication Corp. Submarine Systems International
ALASKA UNITED FIBER SYSTEM
PLAN OF WORK
Start End *** ***
ID Work Activity Days Date Date Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1
49 Place TTE Order **********
50 Manufacture
51 FAT
52 Ship to Hut Manufacturing Site
53 Lena Point
54 Place TTE Order
55 Manufacture
56 FAT
57 Ship to Hut Manufacture Site
58 Land Cable Manufacture/Ship
59 Place Land Cable Order
60 Manufacture
61 Ship Land Cables to Sites
62 Containerized Hut MFG/TSE Installation
63 Seattle
64 Manufacture Containerized Hut
65 Install TSE in Containerized Hut
66 Containerized Hut FAT
67 Ship Containerized Hut to Landing Site
68 Whittier
69 Manufacture Containerized Hut
70 Install TSE in Containerized Hut
71 Containerized Hut FAT
72 Ship Containerized Hut to Landing Site
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Date: 7/11/97 Task Milestone Rolled Up Task Rolled Up Progress
Project Mgr-L. Riegler Progress Summary Rolled Up Milestone
SSI Proprietary Page 3 of 6
GCI Communication Corp. Submarine Systems International
ALASKA UNITED FIBER SYSTEM
PLAN OF WORK
Start End *** ***
ID Work Activity Days Date Date Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1
73 Lena Point **********
74 Manufacture Containerized Hut
75 Install TSE in Containerized Hut
76 Containerized Hut FAT
77 Ship Containerized Hut to Landing Site
78 TSE/Containerized Hut Installation
79 Seattle
80 Installation
81 SAT
82 Type B Training
83 Whittier
84 Installation
85 SAT
86 Type B Training
87 Lena Point
88 Installation
89 SAT
90 Land Construction
91 Seattle
92 Land Cables/Equipment On-Site
93 Land Construction Activities
94 Lena Point
95 Land Cables/Equipment On-Site
96 Land Construction Activities
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Date: 7/11/97 Task Milestone Rolled Up Task Rolled Up Progress
Project Mgr-L. Riegler Progress Summary Rolled Up Milestone
SSI Proprietary Page 4 of 6
GCI Communication Corp. Submarine Systems International
ALASKA UNITED FIBER SYSTEM
PLAN OF WORK
Start End *** ***
ID Work Activity Days Date Date Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1
97 Whittier **********
98 Land Cables/Equipment On-Site
99 Land Construction Activities
100 Training
101 Emergency Land Cable Joint Training
102 Lena Point & Whittier @ Lena Point
103 Cable Loading/Laying Activities
104 Transit to Cable Factory
105 Cable Loading
106 Transit to Whittier, Alaska
107 Land Segment 2 Shore End, Splice/Test
108 Lay/Bury 282 km Armored
109 Surface Lay 729 km Unarmored
110 Transit to Juneau/Coordination Meeting
111 Land Segment 3 Shore End, Splice/Test
112 Lay/Bury 142 km Armored
113 Surface Lay 210 km Armored
114 Lay/Bury 17 km Armored
115 Surface Lay 67 km Unarmored/Deploy BU 1
116 Surface Lay 1,208 km Unarmored
117 Transit to Seattle/Coordination Meeting
118 Land Segment 1 Shore End, Splice/Test
119 Lay/Bury 340 km Armored
120 Contingency
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Date: 7/11/97 Task Milestone Rolled Up Task Rolled Up Progress
Project Mgr-L. Riegler Progress Summary Rolled Up Milestone
SSI Proprietary Page 5 of 6
GCI Communication Corp. Submarine Systems International
ALASKA UNITED FIBER SYSTEM
PLAN OF WORK
Start End *** ***
ID Work Activity Days Date Date Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1
121 Final Splice **********
122 Transit to Depot/Offload Spares
123 Transit to Seattle/Off Charter
124 Commissioning & Acceptance Tests
125 Commissioning Tests
126 Confidence Trial
127 Ready For Provisional Acceptance
[INFORMATION HAS BEEN REDACTED FROM THIS PAGE PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC.]
Date: 7/11/97 Task Milestone Rolled Up Task Rolled Up Progress
Project Mgr-L. Riegler Progress Summary Rolled Up Milestone
SSI Proprietary Page 6 of 6