Department of Broadband, Communications and the Digital Economy

Request for Tender number DCON/09/47 for the Regional Backbone Blackspots Program

Closing Time: 4pm Local Time in the Australian Capital Territory Closing Date: Wednesday 5 August 2009

Contents

1. Overview...... 1 1.1 Background...... 1 1.2 Program Objectives...... 1 1.3 Overview of the Solutions Sought...... 2 1.4 Locations...... 3 1.5 Australian Government's Preferred Ownership Model...... 4 1.6 Overview of the Commercial Model...... 5 1.7 Funds Available...... 7 1.8 Evaluation Criteria and Overview of Evaluation Process...... 7 1.9 Structure of the RFT...... 9 1.10 Interpretation...... 9 2. Conditions Of Tender...... 10 2.1 General...... 10 2.2 Tender Preparation...... 14 2.3 Tender Lodgement...... 16 2.4 Tender Responses...... 17 2.5 Tender Evaluation...... 21 Schedule 1 - Tenderer Declaration...... 24

Schedule 2 - Schedule of Required Information...... 26

Schedule 3 - Agreement Outline...... 46

Annexure A - Glossary...... 47

Annexure B - Technical Terms and Abbreviations...... 49

Annexure C - RBBP Reference Model...... 50 1. Overview

1.1 Background

On 7 April 2009 the Australian Government announced, as part of its commitment to deliver a national broadband network (NBN) that will provide superfast broadband to Australian homes and workplaces, that the Government will, amongst other things, invest up to $250 million to improve the supply of backbone transmission links to a number of regional centres where there is a lack of competitive backbone infrastructure (‘blackspots’).

As part of the Rural and Regional National Broadband Network Initiative announced in the 2009-10 Budget, the Australian Government allocated $5 million to fund Rural NBN Coordinators. Coordinators will be assigned to Regional Backbone Blackspots projects to encourage broadband adoption. This could include facilitating linkages and information flows between government, infrastructure providers, service providers and regional communities.

Further information about the Australian Government's NBN plans is available at www.dbcde.gov.au/communications/national_broadband_network. The Australian Government is about to commence an implementation study in respect of the NBN and the requirements of this Request for Tender (RFT) should not be read as pre-determining the outcome of that implementation study. In particular, the technical requirements of this RFT should not be read as being indicative of any future NBN standards, or in any way limiting the technical, operational or commercial decisions that may be made in respect of the future NBN.

1.2 Program Objectives

In regional areas where there is a lack of competitive backbone services there is little pressure on a wholesale supplier to offer low prices and higher quality services. This can mean that internet service providers and other service providers have limited scope to make new and/or higher quality services available to consumers in those areas at prices that are competitive, when compared to similar locations that have alternative backbone supply options.

The Australian Government objectives for this RFT (not in any order of importance) are to:

(a) in the short to medium term, deliver an economic stimulus. The timely commencement of new infrastructure build in 2009 will support jobs and provide a boost to the economy, including opportunities for Australian businesses involved in telecommunications and related industries to participate in and benefit from the roll- out;

(b) in the short to medium term, encourage better service outcomes for consumers in regional communities, including higher quality services and reduced costs, by improving the supply of backbone transmission services into regional communities. To facilitate competition the new backbone transmission services are to be provided on open and equivalent terms and conditions and the points of interconnection, including BPoIs and CPoIs, are to be at locations that enable other service providers ready access to the new services. Improved supply of backbone transmission services is expected to encourage retail service providers to further invest in local access infrastructure and enable retail service providers to differentiate their services. The type of improvements that could be expected for residential, business and public sector users such as local government, health and educational institutions include:

Department of Broadband, Communications and the Digital Economy Request for Tender for the Regional Backbone Blackspots Program (i) lower prices, greater choice, more generous download allowances and greater access to fixed broadband services;

(ii) higher quality and increased availability and choice of mobile broadband services; and

(iii) lower cost data services for small and medium enterprises and businesses with regional offices; and

1.3 Overview of the Solutions Sought

The Commonwealth of Australia, as represented by the Department of Broadband, Communications and the Digital Economy (Department) is issuing this RFT to identify and select a Tenderer, or Tenderers, to build, operate and maintain backbone transmission links to the Locations (specified in section 1.4 below) under the Regional Backbone Blackspots Program (Program), in accordance with the terms of this RFT.

(a) The RFT does not prescribe a particular route for the backbone transmission infrastructure to take in reaching a specified Location. Tenderers may determine the route details for their tendered Solution to reach a Location, taking into account the objectives in section 1.2 and the evaluation criteria.

(b) It is anticipated that a minimum of 24 optical fibres will be required to meet the needs of the relevant Location(s) into the future, including for the purposes of the NBN (with the exception of one Location (Geraldton; see below), in respect of which a minimum of 48 optical fibres will be required). The technology to be utilised is not otherwise prescribed. The Australian Government is open to Solutions utilising alternative technologies, such as microwave for small elements of the Solution for example to serve small communities off the main fibre backbone in the near term.

(c) The Commonwealth's preferred model is that the Commonwealth will own the fibre and other passive/physical network elements, which may be transferred to the NBN operating company (NBNCo). The Tenderer may be granted an indefeasible right of use (IRU) in respect of fibres in excess of the minimum stated in 1.3b above and may install their own active technology elements. Tenderers may propose alternative ownership models. However, all Solutions proposed will be required to demonstrate some form of tangible benefits towards the roll-out of the NBN, in accordance with the Program objectives.

(d) For a period of at least 5 years following completion of the construction Tenderers will be required to:

(i) manage, operate and maintain the infrastructure;

(ii) contractually commit to provide transmission services and associated access to facilities to third parties (regardless of any access obligations that may apply under the Trade Practices Act 1974 or other regulatory requirements). The services are not prescribed but should be technically suitable to enable retail service providers to deliver the full range of services to consumers in regional communities;

(iii) offer access to the backbone transmission services on open and equivalent terms and conditions. Vertically integrated operators will be required to demonstrate how they will achieve, maintain and report on, Department of Broadband, Communications and the Digital Economy 2 Request for Tender for the Regional Backbone Blackspots Program equivalence of inputs between their retail entity and other retail service providers; and

(iv) commit to initial prices for third party access, the methodology that would be utilised to adjust initial pricing, and how those prices are likely to have flow on benefits in the form of new or improved service offerings to retail end users. Tenderers are not required to commit to provide (or procure the provision of) retail telecommunication services, but should demonstrate how their proposed Solution will facilitate the delivery of improved retail services. This may include evidence of support from retail service providers, or other potential users of the funded infrastructure.

(e) The Commonwealth's preference is for Tenderers to make a contribution (in cash or in-kind) towards the Solution. However, contributions are not mandatory. Where contributions are made, they should be fully disclosed and the value of any in-kind contributions should be demonstrated.

It is the Commonwealth's intention that construction of new infrastructure under the Program commence in September 2009.

Subject to the outcome of this RFT process, a further RFT process may be conducted under the Program later this year, in respect of any unallocated funds.

1.4 Locations

Tenderers may Tender a Solution for any or all of the following Locations:

(a) All of the following Locations in the South West Gippsland region – Wonthaggi, Leongatha, Korumburra, Inverloch, Foster and Yarram;

(b) Victor Harbor. Regional communities that may be addressed on proposed routes could include Hahndorf, Mount Barker, Strathalbyn, Goolwa, Mclaren Vale and Willunga;

(d) Darwin. Regional communities that may be addressed on proposed routes could include Tennant Creek and Katherine, in addition to communities in other States of Australia;

(e) to Emerald and on to Longreach. Regional communities that may be addressed on proposed routes could include Barcaldine and Blackwater;

(f) Geraldton. Regional communities that may be addressed on proposed routes could include Dongara and Port Denison. Tenderers could also give consideration to the proposed Australian Square Kilometre Array Pathfinder (ASKAP) and the Square Kilometre Array (SKA), which has data facilities at the Geraldton University Centre in Geraldton.

Tenders may be submitted for any or all of the Locations. No more than two Solutions may be submitted in respect of any Location (including alternative routes, extensions beyond the relevant Location, or other variations).

Department of Broadband, Communications and the Digital Economy 3 Request for Tender for the Regional Backbone Blackspots Program 1.5 Australian Government's Preferred Ownership Model

In order to describe the preferred ownership model, including the anticipated requirement that a minimum of 24 optical fibres will be required to meet the needs of the relevant Location(s) (with the exception of Geraldton; see above) a fibre-based Solution has been assumed, however the Australian Government is open to Solutions utilising alternative technologies, such as microwave for small elements of the Solution, for example to serve small communities off a main fibre backbone in the near future.

The Australian Government’s preference is to retain ownership of the fibre optic cable asset and to own (or have sufficient rights of access to) all necessary passive infrastructure, such as ducts, poles, towers, buildings, shelters, equipment enclosures and Optical Distribution Frames (ODF), to access and utilise the fibre.

In the event the Tenderer wishes to have certain, exclusive access to its own fibre, the Australian Government may grant an IRU to the Tenderer for a specific proportion of the fibre optic cable built. That is, Tenderers may elect to build a cable containing more fibres than the specified minimum number and take an IRU over some, or all, of the excess fibres. The active network elements involved in providing transmission services would be the Tenderer's responsibility. (See figure 1 below)

Fibres owned by the Australian Government or granted to the Australian Government under an IRU are referred to in this RFT as "the Australian Government’s fibre". Any portion of the fibre optic cable that is not the Australian Government’s fibre, is referred to in this RFT as "the Tenderer’s fibre".

Figure 1

Wavelength services 2.5G Tenderers Fibre 10G 40G F

Australian D O

Government X

Fibre r o t a r e p O

BPoI Amplifier/ Breakout site CPoI Repeater Site

Legend Active equipment, Optical e.g. amplifier or Distribution optical line Fusion Wholesale Tower Frame termination Splice access (ODF) seeker ODF equipment

Figure 1 above illustrates the potential demarcation points between passive and active equipment where both the Australian Government and the Tenderer have fibre (where the Tenderer has an IRU).

Department of Broadband, Communications and the Digital Economy 4 Request for Tender for the Regional Backbone Blackspots Program Alternative ownership models will be considered. For example, the Tenderer may retain ownership of the fibre optic cable and grant an IRU to the Australian Government for specific fibres within it.

1.6 Overview of the Commercial Model

The roles to be undertaken by the Tenderer for any given Location will include:

 Phase 1 - Design and construction of the relevant backbone transmission link(s), consisting of passive and active components;

 Phase 2 - Management, Operation and Maintenance for First Five Years - the Tenderer will be required to manage, operate and maintain the relevant backbone transmission link(s), on an exclusive basis, for the first five years following the completion of the construction, including providing transmission services to third parties and supplying the active equipment required to do so; and

 Phase 3 - Management, Operation and Maintenance Beyond Five Years - the Tenderer’s obligation to manage, operate and maintain the Australian Government’s fibre will cease. However, depending on the manner in which the NBN is implemented, the Tenderer could be retained by NBNCo to continue managing, operating and/or maintaining the Australian Government's fibre (and ancillary assets and rights) on its behalf. The Tenderer will not be required to comply with specific third party access obligations (beyond those applying generally under the regulatory regime) after the first five years.

Regardless of the ownership arrangements, there are some common commercial principles that will apply under each of the three phases identified above.

Phase 1 Design and construction

 The Tenderer will be required to design and construct the backbone transmission link(s), consisting of passive and active components, including provision of equipment and services to meet third party access obligations.

 The Tenderer will be required to comply with requirements relating to design and construction of the backbone transmission link(s).

 It is expected that:

 Australian Government funding will be fixed and will be linked to achievement of key outcomes (milestones) such as stages in the deployment;

 the Tenderer will deliver the backbone transmission assets to an agreed time schedule; and

 risk will be allocated to the Tenderer (including all risk associated with time and cost of backbone transmission link construction).

Phase 2 Management, Operation and Maintenance for First Five Years From Completion

 The Tenderer will be responsible for managing and maintaining the Australian Government’s fibre and ancillary assets and rights and for operating the relevant link(s) to provide the proposed services (where the Tenderer does not operate Tenderer's fibre). Where the Tenderer chooses to operate Tenderer's fibre, the

Department of Broadband, Communications and the Digital Economy 5 Request for Tender for the Regional Backbone Blackspots Program Australian Government may also permit it to operate the Australian Government's fibre (for example where there is sufficient demand), but the Tenderer is not obliged to do so.

 Contractual third party access obligations will apply from agreed points in time, including pricing arrangements (regardless of those applying generally under the regulatory access regime). This will include responding to increased third party demand for backbone transmission services (e.g. procurement and deployment of all additional equipment required).

 Operating risks and rewards (including in respect of the Australian Government’s asset) will be predominantly allocated to the Tenderer.

 The Australian Government will require performance monitoring and reporting to ensure contract compliance, but will not take an active role in the management or operations of its asset.

Phase 3 - Management, Operation and Maintenance Beyond Five Years

 The Australian Government’s assets are expected to be transferred to the NBNCo.

 Depending on the manner in which the NBN is implemented, the Tenderer could be retained to manage, operate and/or maintain the Australian Government assets once the NBN is operational.

 The Tenderer may continue to operate and earn a return on the Tenderer’s fibre. No specific third party access obligations (beyond those applying generally under the regulatory regime) will apply in relation to the Tenderer's operation of its fibre after the conclusion of Phase 2. The Tenderer will be responsible for the costs (e.g. operating and upgrade) associated with any equipment it has deployed on its fibre.

 NBNCo will be responsible for funding the cost of any active electronic equipment and services necessary to ensure that its assets are able to meet NBNCo's requirements;

 The owner of the fibre will be responsible for the cost of maintaining the fibre (including any fibre for which an IRU has been granted). However the obligation to maintain the Tenderer’s fibre will be on a “best endeavours” basis and the Tenderer will bear the risk of damage, loss or obsolescence etc in relation to its fibre (and equipment);

 The Tenderer (in the event of the Tenderer having ongoing asset rights) and NBNCo will have appropriate access arrangements to ensure ongoing access and utilisation of their respective assets.

Contractual arrangements for each Location will clearly allocate risks and responsibilities between the Australian Government and any successful Tenderer in respect of each of the Phases outlined above.

An Agreement Outline will be released shortly, as Schedule 3. This Agreement Outline reflects, to the extent possible, the Australian Government's required contractual terms to implement its preferred ownership model and operational arrangements. However, it is recognised that an agreement with a successful Tenderer will require a degree of tailoring to reflect the Tenderer's Solution for the relevant Location.

Department of Broadband, Communications and the Digital Economy 6 Request for Tender for the Regional Backbone Blackspots Program 1.7 Funds Available

Funding is available to support the capital costs of establishing new backbone transmission infrastructure.

Funding is not available either to upgrade existing fibre optic transmission links to the Locations, or to the operators of existing fibre optic transmission links to the Locations.

Depending on the Tenders received, the Commonwealth may not allocate any or all available funds. Subject to the outcome of this RFT process, a further RFT process may be conducted under the Program later this year, in respect of any unallocated funds.

1.8 Evaluation Criteria and Overview of Evaluation Process

The Department is responsible for administering the Program, including the evaluation process and the conduct of negotiations with any successful Tenderer(s). The Department may use independent advisers to provide advice on probity, legal, financial and technical matters. The Minister for Broadband, Communications and the Digital Economy (Minister) is the final decision maker in respect of the provision of funding and the execution of any contract(s) with a successful Tenderer or Tenderers under the Program.

Tenders may be submitted for any or all of the Locations. However a Tenderer should address each Location in a stand-alone Tender (a Solution) and clearly and separately identify and quantify any benefit to the Australian Government of selecting the Tenderer for more than one Location.

No more than two proposed Solutions in respect of any Location, (including alternative routes, extensions beyond the proposed Location, or other variations) may be submitted by a Tenderer. Each Solution should be separately identified and presented as a stand-alone Tender and will be individually evaluated.

Solutions will be evaluated on the basis of the best value for money consistent with Commonwealth procurement policies, utilising the following evaluation criteria:

1. The timeliness of the roll-out of the proposed Solution and the commencement of the delivery of proposed services. Evaluation will include consideration of the proposed:

(a) commencement date of construction;

(b) completion date of construction;

(d) project plan, including whether it is achievable and robust (i.e. through committed and available resources).

2. Ability of the proposed Solution, having regard to the proposed architecture, design and technologies, to meet demand in the proposed addressable markets, now and into the future.

3. The extent to which the proposed services are likely to meet the requirements of retail service providers in the short to medium term.

4. The extent to which the proposed access arrangements (including pricing) facilitate competition, noting the Government’s objective for services to be provided on open and equivalent terms and conditions and for the points of

Department of Broadband, Communications and the Digital Economy 7 Request for Tender for the Regional Backbone Blackspots Program interconnection, including BPoIs and CPoIs, to be at locations that enable other service providers ready access to the services.

5. The benefits to regional communities from the proposed Solution in the short to medium term, including:

(a) evidence of improved service outcomes including greater choice and/or reduced prices; and

(b) number of consumers, businesses and not-for-profit organisations (if available) expected to benefit (ie the addressable market).

6. Capacity of the Tenderer to deliver the proposed Solution, including during the design and construction and operation and maintenance phases, including consideration of:

(a) financial viability of the Tenderer;

(b) managerial and technical capacity of the Tenderer to deliver the proposed Solution, including regard to the Tenderer’s past performance on comparable projects; and

(c) willingness of the Tenderer to work cooperatively with Australian Government funded NBN Coordinators to encourage broadband adoption.

7. The extent of financial contribution required from the Australian Government in the context of the overall cost for the Solution, noting a preference for Tenderers to contribute to the overall costs of the Solution. Evaluation will include consideration of the proposed costs of the Solution in respect of design, construction, operation and maintenance.

8. Manner in which the proposed Solution will contribute to the NBN, noting the Australian Government’s preferred ownership and operating arrangement.

9. Legal and commercial risks associated with the Solution, including consideration of:

(a) the proposed commercial structure and ownership and operational model; and

(b) the Tenderer's response to the Agreement Outline.

The criteria are not listed in any order of importance.

Value for money in the context of this RFT is a comprehensive and qualitative assessment that takes into account the costs, benefits and risks of a Tender, individually and relative to other Tenders, balances these factors and recognises trade-offs between them in achieving the Government’s overall objectives for the Program, including consideration of the optimal combination of Solutions having regard to the Locations and available funding.

The Department will evaluate each Solution against the criteria, undertake a comparative evaluation of all Solutions for each Location and also consider what may be the optimal combination of Solutions, in order to make a recommendation to the Minister as to which Tender, or combination of Tenders, offers the best overall value for money to the Australian Government, which may include recommendations to shortlist one or more Tenderers, recommendations to invite one or more shortlisted Tenderers to participate in a Solution definition process and/or recommendations as to a preferred Tenderer or Tenderers for any or all Locations. Department of Broadband, Communications and the Digital Economy 8 Request for Tender for the Regional Backbone Blackspots Program The Department has no obligation to recommend, nor does the Minister have any obligation to select, any Tender for any Location.

A decision may be made not to allocate any or all available funds.

Information in respect of the evaluation process is set out section 3.

1.9 Structure of the RFT

This RFT comprises:

Section 1 - Overview

Section 2 - Conditions of Tender

Schedule 1 - Declaration by the Tenderer

Schedule 2 - Required Information

Schedule 3 - Agreement Outline

Annexure A - Glossary

Annexure B - Technical Terms and Abbreviations

Annexure C - RBBP Reference Model.

1.10 Interpretation

In this RFT, unless the contrary intention appears:

(a) words importing a gender include any other gender;

(b) words in the singular number include the plural and words in the plural number include the singular;

(c) section headings are inserted for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;

(d) words importing persons include a partnership and a body whether corporate or otherwise;

(e) reference to any statute or other legislation (whether primary or subordinate) is to a statute or other legislation of the Commonwealth as amended or replaced from time to time; and

(f) where any word or phrase is given a defined meaning, any other part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

2. Conditions Of Tender

2.1 General

(a) Acceptance of RFT Conditions

By submitting a Tender, each Tenderer unconditionally and irrevocably accepts these conditions of Tender and the Program requirements and processes referred to in the RFT. Department of Broadband, Communications and the Digital Economy 9 Request for Tender for the Regional Backbone Blackspots Program (b) Applicable Law

This RFT is governed by, and is to be construed according to, the law applying in the Australian Capital Territory. By submitting a Tender, each Tenderer submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory, and any courts which may hear appeals from those courts in respect of any proceedings in connection with this RFT.

By submitting a Tender, each Tenderer acknowledges and accepts that:

(i) this RFT is an invitation to treat;

(ii) this RFT must not be construed, interpreted, or relied upon (whether expressly or impliedly) as:

A. an offer capable of acceptance by any person; or

B. creating any form of contractual, quasi-contractual, restitutionary or promissory estoppel rights, or rights based upon similar legal or equitable grounds;

(iii) no binding contract or other legal or equitable relationship will exist between the Commonwealth and a Tenderer unless and until a contract is signed by the Commonwealth and a successful Tenderer; and

(iv) neither the Commonwealth nor the Tenderer intends to create any contract or other relationship under which the Commonwealth is obliged to conduct the Tender process in any manner or at all; and

(v) there is in fact no contract or other relationship in existence between the Commonwealth and any Tenderer.

(d) Inconsistency

If there is any inconsistency between any part of this RFT, a descending order of precedence must be accorded so that the provision in the earlier part of the RFT will prevail to the extent of the inconsistency.

(e) Errors in the RFT

If a Tenderer identifies an error, ambiguity, inconsistency or omission (Error) in the RFT or any other information made available by the Commonwealth, the Tenderer must promptly notify the Commonwealth in writing of the Error. The Commonwealth will endeavour, but is under no obligation, to correct Errors notified to it by a Tenderer by providing notice in writing to each Tenderer that is, in the Commonwealth’s opinion, affected by the Error.

(f) Amendment

The Commonwealth may, at any time, in its absolute discretion, add to, amend or otherwise alter all or any aspect of this RFT and all or any information made available in connection with this RFT:

(i) by giving Tenderers timely written notice of the amendment; or

Department of Broadband, Communications and the Digital Economy 10 Request for Tender for the Regional Backbone Blackspots Program (ii) if this RFT has been published through the AusTender website at www.Tenders.gov.au and the Closing Time has not expired, by issuing a formal amendment to the RFT via AusTender. An electronic advice will be issued automatically by AusTender to Tenderers who have registered with AusTender for that purpose.

If the Commonwealth adds to, amends or otherwise alters this RFT after the Closing Time, it may, in its absolute discretion, seek amended Tenders from Tenderers that it considers are affected by that variation, modification or amendment. By submitting a Tender, each Tenderer:

(iii) acknowledges that it has no claims; and

(iv) releases the Commonwealth from all claims,

arising out of or in connection with the Commonwealth’s exercise of, or failure to exercise, its rights under this section f.

(g) Termination

Without limiting its rights at law or otherwise, the Commonwealth may, in its discretion, by notice in writing, suspend, defer or terminate all or any part of this RFT process at any time.

(h) Other Australian Government Rights

Without limiting the Commonwealth rights at law or otherwise, the Commonwealth may, in its absolute discretion, at any time:

(i) permit any person or entity to participate as a Tenderer in the RFT process prior to the Closing Time;

(ii) accept a Tender without prior notice to any other Tenderer;

(iii) require additional information from any Tenderer;

(iv) alter the structure or timing of the RFT process;

(v) exclude from further consideration at any time, any Tender that is inconsistent with the objectives or the Program or clearly uncompetitive with other Tenders;

(vi) conduct discussions and other activities with any Tenderer or Tenderers (whether those discussions or activities are expressly provided for in this RFT or otherwise) on such terms and conditions as the Commonwealth, in its absolute discretion, thinks fit;

(vii) shortlist any one or more Tenderers;

(viii) prioritise activities (including negotiations or offer definition activities with a shortlisted Tenderer) in respect of one or more Tenders for any Location(s);

(ix) alter or defer any activity in the RFT process;

(x) negotiate with one or more Tenderers;

(xi) subject to providing reasonable prior notice, request, attend and conduct inspections of Tenderer or other premises, facilities, plant and equipment Department of Broadband, Communications and the Digital Economy 11 Request for Tender for the Regional Backbone Blackspots Program relevant to any Solution including without limitation to verify or clarify attributes of a Tender;

(xii) immediately reject any Tender lodged by a Tenderer that, in the Commonwealth’s opinion, has engaged in any collusive Tendering, anti- competitive conduct, or any other similar conduct in relation to the preparation or lodgement of a Tender in response to this or any other Commonwealth RFT process;

(xiii) terminate further participation in the RFT by any Tenderer that fails to notify the Commonwealth of, or is unable or unwilling to resolve or deal with, a conflict in accordance with section j;

(xiv) conduct a subsequent procurement process and utilise information obtained in this RFT process, in accordance with this RFT, for that purpose; or

(xv) utilise another process or processes to allocate funding available to the Program.

(i) Times and dates

Any times, timeframes or dates specified in this RFT are for the convenience of the Commonwealth and are indicative only.

(j) Release

By submitting a Tender, each Tenderer irrevocably releases the Commonwealth from all claims it might otherwise have been able to make or bring against the Commonwealth, arising out of or in connection with the Commonwealth's conduct of, or failure to conduct, the RFT process in any manner or at all.

(k) Compliance with Commonwealth legislation and policies

Tenderers should familiarise themselves with relevant Commonwealth legislation and policies, including:

(i) the Crimes Act 1914 (Cth);

(ii) the Disability Discrimination Act 1992 (Cth);

(iii) the Racial Discrimination Act 1975 (Cth);

(iv) the Sex Discrimination Act 1984 (Cth);

(v) the Age Discrimination Act 2004 (Cth) and the Age Discrimination (Consequential Provisions) Act 2004 (Cth);

(vi) the Equal Opportunity for Women in the Workplace Act 1999 (Cth);

(vii) the Occupational Health and Safety Act 1991 (Cth);

(viii) the Workplace Relations Act 1996 (Cth);

(ix) the Freedom of Information Act 1982 (Cth) which gives members of the public rights of access to certain documents of the Commonwealth;

Department of Broadband, Communications and the Digital Economy 12 Request for Tender for the Regional Backbone Blackspots Program (x) the Auditor-General Act 1997 (Cth) which allows the Auditor-General to conduct a review or examination, at any time, of any aspect of the operations of Australian Government agencies;

(xi) the Ombudsman Act 1976 which authorises the Ombudsman to investigate the administrative actions of Australian Government departments and agencies and to investigate the actions of certain Australian Government contractors;

(xii) the Privacy Act 1988 which aims to ensure that contractors and their subcontractors do not engage in an act or practice that would breach the Information Privacy Principles if done by the Commonwealth. The Privacy Act also imposes obligations directly on contractors and subcontractors to comply with the National Privacy Principles;

(xiii) the Telecommunications Act 1997 (Cth) and the Telecommunications (Interception and Access Act) 1979 (Cth) which contain obligations that are relevant to the operation of the infrastructure;

(xiv) the National Code of Practice for the Construction Industry (Code), in accordance with the Government Implementation Guidelines for the National Code of Practice for the Construction Industry, revised September 2005, reissued June 2006 (Guidelines) (the Code and Guidelines can be viewed at the Australian Workplace website at http://www.workplace.gov.au/building, and by lodging a tender a Tenderer will be deemed to have read the Code and Guidelines). The successful Tenderer (and its related entities) must be Code and Guidelines compliant at the time of contract award and as a precondition to any contract award. Tenderers are further advised that compliance with the Code and Guidelines is to extend to all subcontractors, consultants and materials suppliers who may be engaged by the Tenderer;

(xv) the Australian Government Building and Construction OHS Accreditation Scheme (Accreditation Scheme), established by the Building and Construction Industry Improvement Act 2005;

(xvi) the Building Code of Australia;

(xvii) anti-terrorism measures contained in Part 4 of the Charter of United nations Act 1945 and the Charter for United Nations (Terrorism and Dealing with Assets) Regulations 2002;

(xviii) the Australian Government's policy in relation to small and medium enterprises;

(xix) the Lobbying Code of Conduct.

Where a Tenderer is currently named as not complying with the Equal Opportunity for Women in the Workplace Act 1999 (Cth), the Commonwealth may exclude the relevant Tender from further consideration.

Tenderers should also be aware that Australia has various international trade commitments including commitments under the World Trade Organisation General Agreement on Trade in Services and bilateral commitments under free trade agreements, that may be of relevance to this RFT process and tendered Solutions. Further information about Australia's international trade obligations is available at www.dfat.gov.au Department of Broadband, Communications and the Digital Economy 13 Request for Tender for the Regional Backbone Blackspots Program (l) Commonwealth accountability

By submitting a Tender, each Tenderer acknowledges and agrees that:

(i) as a Commonwealth agency, the Department of Broadband, Communications and the Digital Economy is subject to the Commonwealth’s financial accountability and management framework which includes requirements to disclose information contained in, or relating to this RFT and any resultant contract, to Ministers and other Government representatives, Parliament and its Committees; and

(ii) information contained in, or relating to this RFT and any resultant contract may be disclosed to Ministers, other Government representatives, Parliament, Parliamentary Committees and otherwise where required due to Governmental accountability requirements.

2.2 Tender Preparation

(a) Tenderers to Inform Themselves

The Commonwealth makes no representations or warranties that the information in or relating to this RFT or any information communicated or provided to Tenderers during the RFT process is, or will be, accurate, current or complete. By submitting a Tender, each Tenderer represents and warrants to the Commonwealth that it has:

(i) examined this RFT, any documents referenced in or attached to this RFT and any other information made available by the Commonwealth to Tenderers under or in connection with the RFT process;

(ii) obtained and examined all further information which is obtainable by making reasonable inquiries relevant to the risks, contingencies, and other circumstances having an effect on their Tenders;

(iii) satisfied itself as to the accuracy and completeness of the information upon which its Tender is based, including Tendered pricing and costing or other financial information;

(iv) not relied on the accuracy, currency or completeness of any information in or relating to the RFT, the RFT process or the draft Contract in preparing its Tender;

(v) not relied on any representation, letter, document or arrangement, whether oral or in writing, or other conduct as adding to or amending the RFT other than as expressly stated by the Commonwealth in writing;

(vi) relied entirely upon its own inquiries and inspection in respect of the subject of its Tender; and

(vii) made itself aware of Part V of the Trade Practices Act 1974, and Chapter 7 of the Criminal Code, including Division 137 under which giving false or misleading information is a serious offence.

(b) Language

Each Tender, including all attachments and supporting documentation, must be written in English. All measurements must be expressed in Australian legal units of measurement unless otherwise specified.

Department of Broadband, Communications and the Digital Economy 14 Request for Tender for the Regional Backbone Blackspots Program (c) Tender Preparation

Tenderers must provide the information requested in Schedule 2 of this RFT in the format requested in that Schedule.

(d) Responsibility for Tendering Costs

By submitting a Tender, each Tenderer:

(i) acknowledges and accepts that it assumes all risks, costs and expenses arising out of or in connection with the Tenderer’s participation in the RFT process and all other matters concerning the RFT;

(ii) releases the Commonwealth from all claims for:

A. costs or expenses incurred by any Tenderer in preparation or lodgement of a Tender or taking part in the RFT process;

B. costs or expenses on the basis of any promissory estoppel, quantum meruit or any other contractual, quasi contractual or restitutionary grounds as a consequence of any matter relating or incidental to the Tenderer’s participation in the RFT process, or the Commonwealth’s exercise of any rights afforded to it under these conditions of Tender or otherwise at law or in equity.

(e) Contact with the Commonwealth Prior to and After Lodgement of a Tender

Tenderers must direct any communications regarding this RFT, including requests for clarification, in writing to the Contact Officer specified in section g. By submitting a Tender, each Tenderer acknowledges and accepts that any requests for clarification submitted by it (and the Commonwealth’s answers) may be circulated, on a non-attributed basis, to all other Tenderers.

All requests for clarification must be submitted by 4pm on 24 July 2009.

(f) Alterations, Erasures and Illegibility

Any alterations or erasures made to a Tender by a Tenderer must be initialled by that Tenderer. Tenders containing alterations or erasures that are not initialled, or any information that is, in the Commonwealth’s opinion, not stated clearly and legibly, may, in the Commonwealth's absolute discretion, be excluded from consideration.

(g) Unintentional Errors of Form

If the Commonwealth considers that there are unintentional errors of form in a Tender, the Commonwealth may, in its absolute discretion, request the Tenderer to correct or clarify the error.

(h) Contact Officer

The Contact Officer for this RFT is:

Brian Kelleher Assistant Secretary Regional Backbone Blackspots Program C/- Department of Broadband, Communications and the Digital Economy

Department of Broadband, Communications and the Digital Economy 15 Request for Tender for the Regional Backbone Blackspots Program GPO Box 2154 CANBERRA ACT 2601

Email: [email protected]

2.3 Tender Lodgement

(a) Lodgement and Closing Time

(i) Tenders must be lodged on or before 4pm AEST on Wednesday 5 August 2009 (Closing Time).

(ii) Tenders received after the Closing Time will be excluded from further consideration unless the lateness was caused solely by mishandling by the Department.

(iii) Tenders should be lodged by delivery to the Department's tender box on the ground floor of the:

Department of Broadband, Communications and the Digital Economy 38 Sydney Avenue Forest Forrest ACT 2603

and marked "Request for Tender number DCON/09/47 - Regional Backbone Blackspots Program"

(b) Period

By submitting a Tender, each Tenderer acknowledges and accepts that its Tender will remain open for acceptance for a period of not less than 12 months after the Closing Time.

The Tenderer must lodge:

(i) the original Tender (including any supporting documentation) marked “original”;

(ii) four paper copies of the Tender (including any supporting documentation) marked “copy”; and

(iii) two electronically stored copies of the Tender (including any supporting documentation) machine readable in a Microsoft compatible format on a CD-ROM or DVD-ROM (PC-formatted). Geo-spatial information such as maps should be provided in MapInfo vector TAB file spatial format, in GDA94 projection. Tenderers must include an index of all electronic documents on the CD-ROM or DVD-ROM. In addition, the Department should also receive a separate PDF version of printable material,

in accordance with section a. In the event of any discrepancy between any copy of the Tender (whether electronic or paper copy) and the original, the original will take precedence.

In submitting their electronic copies, Tenderers warrant that they have taken reasonable steps (such as performing scans with appropriate versions of software) to ensure that tender files are free of viruses, worms

Department of Broadband, Communications and the Digital Economy 16 Request for Tender for the Regional Backbone Blackspots Program or other disabling features which may affect Australian Government systems.

2.4 Tender Responses

(a) Confidentiality

(i) Subject to this section, the Commonwealth will treat as confidential any Confidential Information provided by Tenderers in connection with this RFT. Tenderers should clearly identify in their Tender response any Confidential Information they consider should be protected.

(ii) The Commonwealth will not be taken to have breached any obligation to keep confidential Confidential Information provided by Tenderers to the extent that the information:

A. is disclosed by the Commonwealth to its officers, employees, advisers, agents or contractors in order to conduct the RFT process (including management or auditing of the process) or to prepare and manage any resultant contract;

B. is disclosed by the Commonwealth to the responsible Ministers or Cabinet;

C. is disclosed by the Commonwealth in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia;

D. is shared by the Commonwealth within the Commonwealth's organisation, or with another Commonwealth Department, authority or agency, where this serves the Commonwealth's legitimate interests in relation to the Program or the NBN;

E. is authorised or required by law to be disclosed; or

F. is in the public domain otherwise than due to a breach of the relevant obligations of confidentiality.

(iii) The Commonwealth will only keep Confidential Information contained in, or obtained or generated in performing, any contract entered into with a successful Tenderer confidential in accordance with the terms of the contract.

(iv) In considering whether to agree to keep Confidential Information confidential under any resultant contract, the Commonwealth will have regard to the matters covered by Guidance on Confidentiality in Procurement, Financial Management. Guidance No. 3, July 2007.

(v) Tenderers should indicate in their response to Schedule 2 any request for Confidential Information that will form part of any resultant contract to be treated as confidential following the award of a contract to it.

(b) Ownership and Use of Tenders

By submitting a Tender, each Tenderer acknowledges and accepts that:

(i) all documents submitted in response to this RFT become the property of the Commonwealth; and

Department of Broadband, Communications and the Digital Economy 17 Request for Tender for the Regional Backbone Blackspots Program (ii) the Commonwealth may use, retain, disclose and copy the information contained in those documents for the purposes of;

A. evaluation, selection, negotiation and preparation of any contract with respect to this RFT;

B. enabling a third party to assist the Commonwealth in the conduct of the RFT process, including Tender evaluation, selection, negotiation and preparation of any contract;

C. verifying the currency, consistency and adequacy of information provided in a Tender or under any other RFT process conducted by the Commonwealth;

D. the development of any other RFT process conducted by the Commonwealth in respect of this Program or the NBN;

E. any disclosure to any Commonwealth officer, employee, adviser, agent, contractor, Department, authority or agency or Minister by virtue of or in connection with any of the above; and

F. any disclosure that is permitted or required by law, or is otherwise required for any parliamentary or governmental reporting purposes.

Nothing in this section c affects the ownership of Intellectual Property comprised in documents submitted in response to this RFT. By submitting a Tender, each Tenderer warrants and represents to the Commonwealth that it and each third party having rights to Intellectual Property in the documents submitted in response to this RFT have granted a licence permitting the Commonwealth and any person on behalf of the Commonwealth to carry out the activities referred to in section ii.

(d) Part Tenders

The Commonwealth will consider a Tender for all or any Locations but will not consider a part Tender that only provides an incomplete Solution for a Location, for example only the build component or only operation and management of funded infrastructure.

(e) Consortium Tenders

If a Tenderer submits a consortium Tender in response to this RFT, the consortium Tender must:

(i) include in the Tender the information sought in the RFT for each member of the consortium with an equity interest of not less than 10% in the consortium;

(ii) describe in detail in the Tender the relationship between each member of the consortium and the structure proposed for management of the consortium;

(iii) provide in the Tender confirmation that each member of the consortium will assume joint and several liability for the performance of all members of the consortium under any resultant contract or, alternatively, Department of Broadband, Communications and the Digital Economy 18 Request for Tender for the Regional Backbone Blackspots Program that one member of the consortium will assume sole liability for the performance of all members of the consortium; and

(iv) include such other information that the Commonwealth requires to undertake a risk assessment of the proposed consortium Tender.

The Commonwealth may, in its absolute discretion, determine not to consider a consortium Tender where it does not meet the requirements specified in this section e.

(f) Solutions

Tenderers may submit Tenders for no more than two Solutions in respect of a Location, (including alternative routes, extensions beyond the proposed Location, or other variations). Each Solution for a Location must be separately identified and presented as a stand-alone Tender and will be individually evaluated.

(g) Collusion

Tenderers and their officers, employees, agents and advisers must not engage in any collusive Tendering, anti-competitive conduct, or any other similar conduct in relation to:

(i) the preparation or lodgement of Tenders; or

(ii) any activity conducted pursuant to, or in connection with the conditions of Tender,

in respect of this, or any other, Commonwealth RFT process.

Collusive Tendering, anti-competitive conduct, or any other similar conduct may include (without limitation) the disclosure, exchange and clarification of information (in any form) whether or not such information is Confidential Information or commercial-in-confidence to the Commonwealth or any other Tenderer or any other person or entity.

(h) Improper Assistance

Tenders that, in the opinion of the Commonwealth, have been compiled:

(i) with the improper assistance of employees of, or contractors to, the Commonwealth or former employees of, or former contractors to, the Commonwealth;

(ii) with the utilisation of information unlawfully obtained from the Commonwealth;

(iii) in breach of an obligation of confidentiality to the Commonwealth; or

(iv) contrary to the conditions of Tender in this RFT,

may, in the Commonwealth's absolute discretion, be excluded from further consideration.

Department of Broadband, Communications and the Digital Economy 19 Request for Tender for the Regional Backbone Blackspots Program (i) Improper Inducement

Tenderers and their officers, employees, agents and advisers must, at all times during the RFT process, comply with all applicable laws or Commonwealth policies regarding the offering of unlawful inducements in connection with the preparation and submission of their Tender.

(j) Conflict of Interest

By submitting a Tender, each Tenderer represents and warrants to the Commonwealth that it will:

(i) not place itself, and it will ensure that its officers, employees, agents and advisers do not place themselves, in a position that may or does give rise to an actual, potential or perceived conflict of interest between the interests of the Commonwealth and the Tenderer’s interests during the RFT process;

(ii) notify the Commonwealth immediately in writing if a conflict of interest arises, or appears likely to arise, during the RFT process; and

(iii) take such steps as the Commonwealth may require to resolve or otherwise deal with any conflict of interest identified by the Tenderer or the Commonwealth.

(k) Assumptions and Supporting Information

Tenders should be accurate and based, to the extent possible, on factual information. Any assumptions which are made in a Tender should be identified and justified by providing:

(i) the underlying reasons for making the assumption or estimate;

(ii) where possible, specific supporting information to justify the assumptions as being fair and accurate; and

(iii) where possible, an estimate of the sensitivity of applying different assumptions.

2.5 Tender Evaluation

(a) Evaluation Criteria

Subject to the Commonwealth’s rights under this RFT, the criteria to be applied for the purposes of evaluation are those set out in section 1.8.

(b) Clarification

By submitting a Tender, each Tenderer acknowledges and accepts that the Commonwealth may, in its absolute discretion and at any time during the RFT process:

(i) seek clarification from, and enter into discussions with, any or all of the Tenderers in relation to their Tender(s);

(ii) seek additional information in respect of any aspect of a Tender at any time; and

Department of Broadband, Communications and the Digital Economy 20 Request for Tender for the Regional Backbone Blackspots Program (iii) use any information gathered at any stage during the RFT process in relation to a Tenderer’s Tender in interpreting that Tender and in evaluating the cost and risk to the Commonwealth of accepting that Tender.

At any time prior to executing a contract with a successful Tenderer, the Commonwealth may conduct a cost investigation in respect of the Tenderer's Solution, for the purpose of considering whether the Solution offers value for money. A Tenderer must facilitate such an investigation and, on request by the Commonwealth:

(i) allow access for Commonwealth cost investigation personnel or advisers to relevant records, information and personnel (including facilitating the same access to members of the Tenderer's consortium, where a consortium Tender has been submitted); and

(ii) provide detailed information in response to any reasonable requests made by the Commonwealth, its cost investigation personnel or advisers, in connection with such a cost investigation.

(d) Tenderer Presentation

The Commonwealth may, in its absolute discretion and at any time, require any or all Tenderers to provide a presentation on the Tenderer’s Tender at a time and venue acceptable to the Commonwealth.

(e) Security, Probity and other Checks

By submitting a Tender, each Tenderer represents and warrants to the Commonwealth that it will promptly comply with any request by the Commonwealth for the Tenderer (including proposed consortium members), its officers, employees, or contractors to undergo security, probity or other checks considered necessary by the Commonwealth.

(f) Substitution of Tenderer

Tenderers may request the substitution of any one or more Tenderers (including proposed consortium members) with another legal entity by notice in writing to the Commonwealth. The Commonwealth may grant or withhold its consent to a substitution of a Tenderer in its absolute discretion. Any consent by the Commonwealth may be granted on such conditions as the Commonwealth considers necessary.

If:

(i) the Commonwealth does not consent to the substitution of any one or more Tenderers, the Commonwealth may, in its absolute discretion, decide not to consider the Tender any further; or

(ii) the Commonwealth consents to the substitution of a Tenderer, the Commonwealth may take the impact of the substitution into account when evaluating that Tenderer’s Tender.

Department of Broadband, Communications and the Digital Economy 21 Request for Tender for the Regional Backbone Blackspots Program (g) Solution Definition Activities with Shortlisted Tenderers

(i) The Commonwealth may, but is not obliged to, conduct Solution definition activities with one or more shortlisted Tenderers to better define particular aspects of their Tender and may use the outcomes of the offer definition activities in finalising the evaluation of Tenders.

(ii) Shortlisted Tenderers invited to participate in the Solution definition process may be asked to clarify, improve, alter or consolidate any aspect of their Tender.

(iii) The Commonwealth may request a shortlisted Tenderer to submit a revised, or partially revised, Tender as a result of Solution definition activities (including without limitation, the Tenderer's response against draft contractual arrangements to implement the Tender's Solution(s)).

(iv) A Tenderer may be required to enter into a binding process document, setting out the terms on which the Tenderer participates in Solution definition activities.

(v) The Commonwealth has no liability to a Tenderer arising out of or in connection with the conduct of Solution definition activities.

(h) Negotiation

By submitting a Tender, each Tenderer acknowledges and accepts that:

(i) the Commonwealth may, in its absolute discretion, engage one or more Tenderers in detailed discussions and negotiations, including parallel negotiations, at such time and subject to such terms as the Commonwealth, in its absolute discretion, requires;

(ii) compliance with all terms and conditions as may be imposed by the Commonwealth in respect of such discussions and negotiations is a condition of the Tenderer's participation in those negotiations and discussions; and

(iii) as part of discussions and negotiations with the Commonwealth, Tenderers may be asked to clarify, improve, alter, or consolidate any aspects of their Tenders.

(i) Preferred Tenderer Status

By submitting a Tender, each Tenderer acknowledges and accepts that the Commonwealth may select a Tenderer as preferred Tenderer, but such selection:

(i) does not affect or limit the Commonwealth’s rights or the Tenderer’s obligations under the RFT;

(ii) is not a representation that a contract will be entered into between the Commonwealth and that Tenderer,

and the Commonwealth may commence or recommence negotiations under the RFT with any other Tenderer whether or not a Tenderer has been selected as preferred Tenderer.

Department of Broadband, Communications and the Digital Economy 22 Request for Tender for the Regional Backbone Blackspots Program (j) Publication of contract award

By submitting a Tender, each Tenderer acknowledges and accepts that the Commonwealth may, in accordance with its legislative and policy accountability framework, publish details of any resultant contract(s).

(k) Debriefing of Tenderers

Following the award of any resultant contract(s), unsuccessful Tenderers may request a debriefing against the evaluation criteria specified in section 1.8 of this RFT. In any debriefings, Tenderers will not be provided with information concerning other Tenders. Tenderers requiring a debriefing should contact the Contact Officer specified in section 2.2(h).

Department of Broadband, Communications and the Digital Economy 23 Request for Tender for the Regional Backbone Blackspots Program Schedule 1 - Tenderer Declaration

I, ______of ______

______[Name, address and occupation of person making the declaration] make the following declaration:

1. That I have read the Request for Tender number DCON/09/47.

2. I am the Tenderer, or am authorised by the Tenderer to make this declaration.

3. The Tenderer:

(a) offers the Solution described in its Tender;

(b) unconditionally and irrevocably accepts the conditions of Tender under the RFT and the Program requirements and processes referred to in the RFT and acknowledges and agrees with the Commonwealth's rights under the RFT;

(d) confirms its capacity to tender and that there is no restriction under any relevant law to prevent it from tendering; and

(e) consents to the Department undertaking checks in accordance with this RFT.

4. The Tenderer warrants that:

(a) neither the Tenderer nor any of its officers, employees, or agents, or subcontractors has attempted to, or will attempt to, improperly influence an officer of the Department in connection with the preparation or assessment of the Tender submitted in response to the RFT or has approached any Minister or Commonwealth officer in connection with the RFT process;

(b) the Tender has not been prepared with the improper assistance of employees or former employees of the Department or with improperly obtained information;

(c) its specified personnel and subcontractors will abide by the provisions of the Privacy Act 1988 (Cth) and the Privacy Amendment (Private Sector) Act 2000 (Cth).

5. The Tenderer warrants that neither the Tenderer nor its proposed subcontractor(s) or any consortium member(s):

(a) have an unsettled judgment or a judicial decision (not including decisions under appeal) made against them in respect of unpaid employee entitlements; or

(b) is a party to an unsettled judgment or a judicial decision under appeal in respect to unpaid employee entitlements and the Tenderer will advise the Department of the outcome of the case as soon as a decision is made by the Court; or

Department of Broadband, Communications and the Digital Economy 24 Request for Tender for the Regional Backbone Blackspots Program 6. The Tenderer warrants that at the time of submitting the Tender it, its proposed subcontractor(s) and any consortium member(s) either:

(a) do not have any actual or potential conflicts of interest in respect of the RFT, its Tender or the provision of its tendered Solution; or

(b) have in this statement declared all such actual or potential conflicts to the Department.

7. The Tenderer warrants that except as notified in this statement, at the time of submitting the Tender, its specified personnel and subcontractors (if any) are not aware that any conflict is, or is likely to arise which would affect the performance of the Tenderer's obligations, if the Tenderer were to enter into an agreement to deliver its tendered Solution.

8. At the time of submitting the Tender the following represents the Tenderer's and its subcontractors' and consortium member(s) only actual or potential conflicts of interest in respect of the RFT, its Tender or the provision its tendered Solution:

Name Actual or potential conflicts of interest

9. The Tenderer undertakes to advise the Department in writing of all additional actual or potential conflicts of interest in respect of the RFT, its Tender or the provision of its tendered Solution immediately upon becoming aware of the same.

Name Actual or potential conflicts of interest

______[Full name and qualification of person before whom the declaration is made (in printed letters)]

______[Signature of person making the declaration]

Declared on of [day] [month] [year] Witnessed by [Signature of witness] [Print name of witness] [Date]

Department of Broadband, Communications and the Digital Economy 25 Request for Tender for the Regional Backbone Blackspots Program Schedule 2 - Schedule of Required Information

This Schedule sets out the information required from Tenderers seeking funding under the Program. While there is no specific form or template, Tenderers must address all the requirements described in this Schedule, in the order set out below. Tenderers are to provide a matrix of the required information requested in Schedule 2, cross-referenced to the location in their tender documentation. Tenderers may also provide attachments.

A complete, stand-alone Tender must be submitted in respect of each Solution for a Location.

A Tender must include a completed declaration in the form appearing in Schedule 1.

1. General

1.1 Location to Which the Tender Relates

Specify the Location to which the Tender relates.

1.2 Details of Tenderer and Participants in the Solution

The information requested in this section identifies the Tenderer's organisation and provides the Department with contact details.

If the Tenderer includes any form of partnership or collaborative arrangement including consortium, joint venture or special purpose vehicle(s) or sub-contractors (participants), provide the following details for each participant (other than sub-contractors where the value of the sub-contract is expected to be under 5% of the funding sought) and identify the primary point of contact in respect of the Tender.

(a) Legal name of participant and participant identification

Provide details for each participant, including:

(i) legal name;

(ii) short name or trading name;

(iii) ABN; and

(iv) ACN.

(b) Contact details

Provide details for each participant, including:

(i) name;

(ii) position;

(iii) postal address;

(iv) phone number;

(v) fax number; and

(vi) email address.

Department of Broadband, Communications and the Digital Economy 26 Request for Tender for the Regional Backbone Blackspots Program (b) Background and corporate history

For each participant, please provide a brief overview of the organisation, including corporate history.

For each participant, please respond to the following questions relating to its regulatory status.

(i) Is the participant registered for GST?

(ii) Is the participant registered with the TIO?

(iii) Does the participant hold a carrier licence? If yes, provide details.

(iv) Is the participant up to date with any relevant lodgements and does it meet the statutory requirements of ASIC, ATO, ASX, ACMA, ACCC or the TIO? If not, please give details.

(v) Is the participant in any material disputes with ASIC, ATO, ACMA or the ACCC? If yes, please give details.

(d) ASIC information

For each participant, please provide an ASIC current and historical company extract, including notification of directors’ appointments.

(e) Primary point of contact

Identify a single organisation and a single individual as the primary point of contact in respect of the Tender.

1.3 Structure

Describe the legal and business relationships between participants for the purposes of the Solution tendered.

(a) Organisational structure

Provide a summary of the business and legal relationships between the participants. Include diagrams showing the proposed organisational structure if appropriate.

(b) Evidence of relationships

Provide evidence of the business and/or legal relationships already established with other participants. Where relationships are yet to be finalised, provide details of the nature and status of negotiations to establish such relationships.

Specify the roles and responsibilities of each participant in the Solution, including how each participant would contribute to the Solution outcomes and how their roles and responsibilities would interact.

Department of Broadband, Communications and the Digital Economy 27 Request for Tender for the Regional Backbone Blackspots Program 2. Timeliness of the Solution

Tenderers should demonstrate their ability to commence and complete construction with minimal delay and risk within the proposed time frame.

(a) Assuming that contractual arrangements with the Tenderer are executed in September 2009, the Tenderer should indicate:

(i) the date on which it would be ready to commence construction activities;

(ii) the completion date for construction (and key milestones if appropriate);

(iii) the date on which the provision of services to access seekers would commence.

(b) Tenderers should provide the following information:

(i) Status of route study and design; and, where relevant, the time required to finalise the route study;

(ii) a detailed project plan with critical path, parallel activities and credible milestones and supported by:

A. a Gantt chart highlighting key milestones and tasks that are subcontracted;

B. the current state of statutory authorities or other approvals required to commence construction and a plan to achieve approvals, including native title;

C. a plan to accelerate delivery should the delivery fall behind schedule; and

(iii) a technical design including Backbone Points of Interconnect (BPoI) and Points of Carrier Interconnect (CPoI) (indicating the status of the technical design and where relevant the steps and time required to complete the design).

Project plan risks and risk mitigation strategies should be included in the Tenderer's risk management plan and should be written in accordance with AS/NZS 4360: 2004 Risk Management (see Schedule 2, section 9.2 below).

3. Route and Addressable Market

3.1 Route, including Interconnection

Tenderers should provide a detailed route and site design outlining the choice of route to the Location(s), which should include the following:

(a) the type of terrain encountered along the route and the proposed way of addressing any particularly difficult terrain types (e.g. rock, water etc);

(b) the route topology (e.g. ring, spur etc.), including physical diversity and robustness;

(c) evidence of due diligence with regard to environmental impacts caused by route choice considering land use, construction and operations;

Department of Broadband, Communications and the Digital Economy 28 Request for Tender for the Regional Backbone Blackspots Program (d) locations of the Tenderer’s proposed BPoIs where wholesale customers will be able to access the Tenderer’s wholesale transmission offering. The Tenderer should identify the distance of its proposed BPoIs to existing Telstra exchanges and other access network interconnect locations and its proposed arrangements to enable interconnection where they are not co-located.

(e) details of the suitability of its BPoI to enable interconnect to access networks, in terms of capacity, interface, access, commercials and competitive options;

(f) locations of break-out points along the route for future BPoIs;

(g) locations of CPoIs where connection can be made to other transmission providers’ CPoI so as to enable appropriate end-to-end competitive and acceptable carriage. The Tenderer should identify the distance of its proposed CPoIs to other transmission providers’ PoI and any arrangements to enable interconnection where they are not co-located;

(h) details of the suitability of the CPoI to enable interconnect to other carriers’ PoI, in terms of capacity, interface, access, commercials and competitive options;

(i) details of the ownership of the premises and structure within each of the Tenderers’ proposed BPoIs and CPoIs; and

(j) any other proposed locations that could serve as aggregation points for aggregating traffic from surrounding towns/ communities.

The status of the route and site design and where relevant the steps and time required to complete the route and site design should be indicated.

3.2 Addressable Market

(a) The Tenderer should describe the size of the addressable market that will be accessible from each of the BPoIs, CPoIs and Aggregation Points that the Tenderer will be providing along the route. The methodology should to the extent possible, make use of publicly available, reputable datasets such as those published by PSMA Australia and the Australian Bureau of Statistics and specify the dataset(s) used.

(b) The Tenderer may provide information regarding the estimated size of potential additional mobile telephony or mobile broadband addressable markets that may be accessible from each of its BPoI, CPoI or Aggregation Points should mobile access providers in the future establish new base stations, provide expanded coverage or otherwise improve mobile data services. Where the Tenderer provides such additional information, it should clearly state the logic, variables and assumptions used in any calculations and estimations.

4. Technical Solution

4.1 Capacity and Scalability

(a) Tenderers should provide evidence that:

(i) the Solution will scale to support aggregate backbone transmission requirements during the first 5 years of operations (i.e. Phase 2);

(ii) beyond the first five years of operation (i.e. Phase 3):

A. the Australian Government assets will scale to support the requirements of the NBN; Department of Broadband, Communications and the Digital Economy 29 Request for Tender for the Regional Backbone Blackspots Program B. the Solution as a whole can scale to support the aggregate requirements of the region.

(b) Tenders must provide the following information:

(i) the capacity that will be available on commencement of operations and how capacity increments/augmentations will be delivered;

(ii) any specific requirements within a route or along a spur which may demand a high degree of scalability in capacity. This would include consideration of the cost effectiveness of installing additional fibres versus sophisticated active transmission equipment. For example, the interconnection of premises such as research centres, universities, over relatively shorter distances (e.g. less than 80km), or the interconnection of sites with extremely high traffic requirements may need such consideration;

(iii) the overall scalability of the Australian Government assets to meet or contribute to the NBN capacity requirements beyond 5 years. This should include scalability in terms of fibres and transmission facilities required to support NBNCo; and

(iv) the overall scalability of the Solution as a whole beyond 5 years.

4.2 Network and Systems Performance

The Tenderer should describe how the following performance criteria will be met in the Solution:

(a) System Performance

Individual network node/elements should provide Carrier-class reliability (i.e. provide High Availability (HA) features).

(b) Network Performance

(i) Provide information on the planned network availability, reliability, redundancy and protection.

(ii) Provide a figure for the estimated failover time where applicable if the Solution provides protection mechanisms.

(iii) Indicate any single points of failure, where applicable.

Describe the performance standards that the Solution will comply with for the following:

(i) fibre quality for long haul applications. As a minimum, provide the proposed fibre type as referenced by ITU-T including any benefits such as optimised amplification span lengths, carriage of wavelengths of 10Gbps to 100Gbps, available optical spectrum; and

(ii) any other relevant performance standards that the Tenderer's proposed services will comply with (such as low latency, low bit error rate and low jitter).

Department of Broadband, Communications and the Digital Economy 30 Request for Tender for the Regional Backbone Blackspots Program (d) Environmental Performance. Provide data for the following in relation to active equipment to be used in the Solution:

(i) energy consumption;

(ii) electromagnetic conformance and immunity; and

(iii) operating temperature and humidity.

4.3 Technology

(a) Describe all the technologies used in the Solution including type, protocols, and interface supported:

The table below does not need to be filled out in its entirety, e.g. if interfaces are not supported do not enter details on that line (but make comment as to why this is the case). Please provide a separate table per technology (e.g. fibre, microwave).

Interface/ Specify interfaces/protocols Specify any Comment protocols that will be available on the additional (examples completion of route interface/protocols shown, commissioning for types are to be Tenderer to wholesale customer, CPoI supported in the complete) and backhaul requirements future (specify time of availability) Ethernet OTN SDH ATM Fibre channel Add additional interfaces Add additional interfaces Add rows as needed

(b) Environmental Considerations & Impacts

Describe how the proposed Solution will minimise:

(i) environmental impacts in regards to equipment manufacture, equipment deployment and lifecycle management including end of life; and

(ii) environmental impacts in regards to energy consumption and harmful emissions.

4.4 Deployment method

The Tenderer should detail the proposed deployment method (as applicable to the technology deployed e.g. fibre cable, microwave etc), including a description of installation practices and applicable standards used for deployment.

Department of Broadband, Communications and the Digital Economy 31 Request for Tender for the Regional Backbone Blackspots Program 4.5 Network Security and Protection

Describe the network security and protection measures of the Solution, with reference to:

(a) network and data security; and

(b) physical and site security.

4.6 Acceptance

Provide a description of acceptance test procedures, test plans, use cases etc. that will be utilised for obtaining acceptance of the Solution.

5. Benefits

5.1 Wholesale Services

(a) Describe the range of services to be offered at BPoIs and CPoIs. These could include:

(i) Managed Optical Fibre services;

(ii) Managed Wavelength services;

(iii) Carrier managed services (e.g. SDH and/or Ethernet);

(iv) Interconnection services which could consist of all or a subset of the above network service options;

(v) Co-location services which could include provision of floor/rack space, power, air-conditioning, secure site access etc.

(b) Specify how the services will provide scope for access seekers to differentiate their services.

(c) Tenderers should specify the time period (5 years or greater) for which they are prepared to contractually commit to offer each of the above services to third parties.

(d) Describe how the Tenderer will provide wholesale customers access to facilities for co-location or housing of wholesale customers’ equipment at all proposed BPoIs. This is to include design considerations for floor space, air conditioning, electricity services, cable runs and any other reasonable environmental housing or access requirements that wholesale customers may have. Any sites that are to be used by the Tenderer only (i.e. not accessible to wholesale customers) should also be described.

5.2 Access Arrangements

(a) Tenderers should provide details of the non-price terms and conditions on which they will supply each of the services, including in respect of:

(i) activation, ordering and provisioning;

(ii) billing;

(iii) fault repair and maintenance;

(iv) handling and protection of confidential information; Department of Broadband, Communications and the Digital Economy 32 Request for Tender for the Regional Backbone Blackspots Program (v) changes/upgrades/service interruption etc;

(vi) changing the non-price terms and conditions (including any operational manual or processes).

(b) Tenderers should provide details of how the Tenderer will ensure timely and reasonable access to facilities owned or managed by the Tenderer (including exchange capacity and queuing policies) and any arrangements the Tenderer has made in respect of access to facilities that are not owned or managed by the Tenderer (such as existing exchange buildings).

(c) Tenderers should provide details of how the Tenderer will manage customer complaints and customer requests, including methods for resolving disputes.

(d) Tenderers should provide details of the method they will use to set wholesale access prices for each service (for example, benchmarking against metro transmission prices) including:

(i) prices for an initial period (e.g. the first year), including details of all interconnection charges, activation and deactivation charges, volume based discounts, and any other charges;

(ii) price per unit bandwidth of each tier of service to be offered between the Location BPoI or BPoI on the proposed route and the CPoI, core network city (nearest capital city) and Sydney (see Annexure C RBBP Reference Model):

Location Tier of Price to CPoI Price to Core Price to BPoI or BPoI Service (regional Network City Sydney on route centre)

For example For example For example For example For example – Longreach -Managed – price per – price per – price per (Location Optical unit unit unit BPoI) Fibre Service bandwidth bandwidth bandwidth from from from Longreach to Longreach to Longreach to Rockhampto Brisbane Sydney n

For example For example For example For example For example – Emerald – Managed – price per – price per – price per (BPoI on Wavelength unit unit unit route) Service bandwidth bandwidth bandwidth from from from Emerald to Emerald to Emerald to Rockhampto Brisbane Sydney n

(iii) a detailed description of the process for price adjustments in accordance with the methodology proposed.

(e) Briefly outline the business and operational support systems to service wholesale customers.

(f) Where the Tenderer proposes to supply retail services within the addressable market, it should specify the measures it proposes to put in place to ensure equivalence of inputs between itself and its wholesale customers in relation to the

Department of Broadband, Communications and the Digital Economy 33 Request for Tender for the Regional Backbone Blackspots Program supply of interconnection, access and other wholesale transmission services including in respect of:

(i) activation, ordering and provisioning;

(ii) service quality;

(iii) billing;

(iv) fault repair and maintenance;

(v) changes/upgrades/service interruption etc;

(vi) systems and processes (including business and operational support systems); and

(vii) access to buildings, shelters and facilities for interconnection.

5.3 Market Stimulation/Demonstrated Demand

Tenderers should explain how their proposed Solution will encourage better service outcomes for consumers in regional communities, including higher quality services, greater choice, reduced cost and/or increased availability, with reference to appropriate supply side and demand side evidence.

Examples of possible evidence that Tenderers may include:

(a) Supply side

(i) Retailer support - eg commitments or letters of support from retailers to provide retail services in relevant locations (including the Tenderer if appropriate) based on the proposed wholesale services and pricing methodology; and

(ii) Supply side market analysis.

(b) Demand side

(i) Evidence of unavailability of capacity and/or market competitive pricing;

(ii) Relevant, specific market research;

(iii) Letters of support and/or intent from substantial end users such as local councils, major employers or public facilities such as hospitals or schools; and

(iv) Any other relevant evidence such as high level market plans from retailers to stimulate demand.

(c) Tenderers should also confirm their willingness to work co-operatively with NBN Coordinators appointed by the Australian Government.

5.4 Additional Benefits

Tenderers should articulate and quantify (to the extent possible) any additional benefits to the Australian Government associated with their Tender.

Benefits could include, but are not limited to:

Department of Broadband, Communications and the Digital Economy 34 Request for Tender for the Regional Backbone Blackspots Program (a) passing additional premises for modest incremental investment;

(b) providing redundancy to existing service providers in areas known for breaks in service; and

(c) construction of infrastructure such as masts and towers that will facilitate the delivery of last mile services to regional customers.

6. Capacity of the Tenderer (and participants)

The Tenderer should identify the organisation (or organisation(s)) that will be responsible for each of the design, roll-out, operation, maintenance and wholesale transmission service provision activities (Responsible Participant(s)) and demonstrate the capability of the responsible organisation.

6.1 Transmission Network Design and Construct Projects

Tenderers should provide written evidence confirming the Responsible Participant(s)' experience in design and construction of regional transmission infrastructure, or other comparable activities, and provide the following information:

(a) Proposed methodology for delivery of the project works, including:

(i) project planning and management;

(ii) rural and remote delivery, resourcing and logistical capability;

(iii) land access, environmental impact, planning overlays, cultural heritage surveys and approvals;

(iv) route analysis, survey, selection, acquisition and design;

(v) site analysis, selection, acquisition, design and layout;

(vi) proposed fibre optic cable deployment methods (such as direct buried, in- conduit);

(vii) any other technology deployment methods;

(viii) environmental and construction management practices;

(ix) asset protection and security design;

(x) fibre-optic cable and transmission system design;

(xi) shelter design and construction for both active and passive environmental control;

(xii) electricity and energy sourcing and supply (including provision of options for alternative or renewable energy); and

(xiii) transmission equipment installation, integration, testing and commissioning.

(b) Provide details in a tabular form, of three similar projects completed in the last five years, or currently in progress, by the Responsible Participant(s). Where the Responsible Participant has not delivered three telecommunications projects, select

Department of Broadband, Communications and the Digital Economy 35 Request for Tender for the Regional Backbone Blackspots Program other projects that demonstrate the Responsible Participant(s)' experience in infrastructure projects:

(i) client;

(ii) client referee and contact details;

(iii) project location;

(iv) project short description;

(v) start date;

(vi) original planned completion date;

(vii) actual completion date;

(viii) original planned cost;

(ix) total cost;

(x) build distance;

(xi) technology deployed;

(xii) summary of Responsible Participant's scope of work;

(xiii) responsible Participant's role in design and approvals;

(xiv) describe success of project;

(xv) describe challenges of project; and

(xvi) describe how the capabilities demonstrated in the reference project relate to the capabilities that the Tenderer proposes to be used for the proposed Solution.

6.2 Network Operation and Maintenance, including Providing Transmission Services to Third Parties

The Tenderer should provide documented evidence confirming the capability and experience of the Responsible Participant(s) to provide cost-effective operation and maintenance of the backbone transmission infrastructure, including provision of transmission services to third parties.

The Tenderer should describe the following:

(a) proposed methodologies, processes and systems for delivery of the operations, maintenance and third-party transmission services, including:

(i) network operational support and readiness, including establishing and managing the workforce to operate and maintain the infrastructure; managing planned outages; managing and ensuring the ongoing quality of network inventory records; network utilisation trend analysis and forecasting; demand balancing to maintain capacity and performance; performing proactive maintenance and repairs; and managing spares, repairs, warehousing, transport and distribution of resources and consumable goods;

Department of Broadband, Communications and the Digital Economy 36 Request for Tender for the Regional Backbone Blackspots Program (ii) operational fulfilment, including wholesale customer order handling, and the provisioning, service configuration and activation of infrastructure, capacity and wholesale services;

(iii) assurance of the infrastructure, capacity and wholesale services, including network and facilities repairs; monitoring (including optical fibre monitoring activities such as physical route integrity inspection and routine Optical Time Domain Reflectometry (OTDR)); alarms; problem and trouble management; service quality and performance management; and the management and reporting of wholesale customer Service Level Agreements (SLAs);

(iv) billing, including management of wholesale settlements and payments;

(v) wholesale customer inquiries, complaints and disputes;

(vi) operational risk management, business and service continuity, and disaster recovery; and

(vii) support of legal and regulatory requirements.

(b) describe similar infrastructure currently being operated and maintained, or maintenance contracts held in the last three years, by the Responsible Participant(s). The following information should be provided in a tabular form for each reference network or contract:

(i) client;

(ii) client referee and contact details;

(iii) service delivery location(s);

(iv) project short description;

(v) distance of the managed network(s);

(vi) technology in place;

(vii) start date of operation or contract;

(viii) completion date of network operation or contract, and the reason for contract termination, where applicable;

(ix) summary of Responsible Participant's scope of work;

(x) the types of wholesale services currently offered;

(xi) the types of bandwidth differentiation currently offered, which may include various levels of Quality of Service (QoS);

(xii) identities of current retailer service providers who purchase wholesale services, including referees for verification where possible;

(xiii) describe how the capabilities and performance demonstrated in the reference network operation or contract relate to the capabilities that the Tenderer proposes in its Solution; and

(c) for each of the reference networks or contracts described, at least six month’s track record of performance against service standards. Department of Broadband, Communications and the Digital Economy 37 Request for Tender for the Regional Backbone Blackspots Program Where a Tenderer operates and/or maintains its own infrastructure (or outsources), it should provide comparable evidence of experience.

6.3 Financial Viability

Tenderers should have sufficient financial viability, strength and capability to fulfil all of the obligations, responsibilities and liabilities expected to be associated with the Tendered Solution. The Australian Government anticipates that the Tenderer (and its participants) will have in place appropriate performance guarantees and that the guarantee, security or any other instrument used to secure performance obligations under this tender is commensurate with each participant's proposed role and acceptance of risk.

Tenderers are requested to provide the identity of any parent entities that are to provide guarantees in order to demonstrate the appropriate level of financial viability and capacity and evidence that the parent entity will fully guarantee the obligations of the subsidiary. For the purpose of this RFT, parent entities fully guaranteeing subsidiary obligations are considered to be participants and are subject to the information provision requests applicable to all other participants.

(a) Details and related evidence on the financial resources secured for the Tender. This could include:

(i) board minutes committing to subscribe to the proposed funding;

(ii) letters of commitment from the proposed financier(s);

(iii) identification of any applicable conditions precedent relating to the provision of the funding; and

(iv) key terms, costs and other conditions of the funding.

(b) A copy of the full audited financial accounts and statements for each participant for the last two financial years including all notes to the financial statements. Where applicable, the most recent interim financial statements are also to be provided.

(i) an aggregate amount of all pending litigation and details of any pending litigation in excess of $2 million which if adversely determined would result in a participant being liable for judgement not reflected in the financial statements supplied;

(ii) an aggregate amount of all successful claims and damages awarded against each of the parties in the past 12 months and details of any successful claims and damages awarded against each of the parties in the past 12 months exceeding a value of $2 million; and

(iii) an estimate of all capital commitments, not reflected in the financial statements that will occur over the next 24 months.

(d) Credit ratings for each participant.

(e) An outline of the Tenderer's key income tax and stamp duty assumptions in relation to the Solution. Examples of key tax assumptions include:

(i) the proposed tax treatment of design and construction costs during the construction phase;

Department of Broadband, Communications and the Digital Economy 38 Request for Tender for the Regional Backbone Blackspots Program (ii) whether the Tenderer is entitled to depreciation deductions;

(iii) the treatment of a potential transfer of the assets to NBNCo; and

(iv) whether stamp duty is payable in respect of the design and construction phase or on transfer of the assets;

(f) Any further information, not already supplied that may impact on any Participant's ability to meet the financial obligations associated with delivering the Solution.

If, at any time after the date of this document until a Tenderer signs a contract, there has been a material adverse change to the financial standing of any of the participant, Tenderers must promptly notify the Contract Officer.

7. Cost

7.1 Total Cost Context

(a) Tenderers should detail the total cost for the initial asset construction over time, assuming construction commencement in September 2009. The total cost should be expressed in nominal terms on a monthly basis in the following format:

Calendar Month 30 Sep 31 Oct 30 Nov 31 Dec 31 Jan 28 Feb Etc Ending 2009 2009 2009 2009 2010 2010

Design ($m) X.XX X.XX X.XX X.XX X.XX X.XX X.XX

Construction and X.XX X.XX X.XX X.XX X.XX X.XX X.XX civil engineering ($m)

Equipment ($m) X.XX X.XX X.XX X.XX X.XX X.XX X.XX

Contingency ($m) X.XX X.XX X.XX X.XX X.XX X.XX X.XX

Contractor X.XX X.XX X.XX X.XX X.XX X.XX X.XX Margin ($m)

Overhead and X.XX X.XX X.XX X.XX X.XX X.XX X.XX other costs ($m)

Total cost ($m) X.XX X.XX X.XX X.XX X.XX X.XX Etc

(b) Tenderers should provide the total forecast costs during the initial five year operating period in order to provide evidence that their planned maintenance and related costs in relation to the Solution are adequate. The total cost should be expressed in nominal terms on an annual basis and in the following format:

Financial Year 30 June 30 June 30 June 30 June 30 June 30 June Ending 2010 2011 2012 2013 2014 2015

Utilities costs X.XX X.XX X.XX X.XX X.XX X.XX ($m)

Insurance ($m) X.XX X.XX X.XX X.XX X.XX X.XX

Operations ($m) X.XX X.XX X.XX X.XX X.XX X.XX

Department of Broadband, Communications and the Digital Economy 39 Request for Tender for the Regional Backbone Blackspots Program Maintenance ($m) X.XX X.XX X.XX X.XX X.XX X.XX

Contingency ($m) X.XX X.XX X.XX X.XX X.XX X.XX

Overhead and X.XX X.XX X.XX X.XX X.XX X.XX other costs ($m)

Total cost ($m) X.XX X.XX X.XX X.XX X.XX X.XX

(c) Tenderers should provide evidence of cost and performance certainty in support of the total cost over both the construction period and for the operating period also. Evidence of due diligence undertaken in support of the forecast costs should be provided as well as any contractual sub-contracts or term sheets committing to a fixed cost outcome for all or part of the Tender.

(d) Sufficient detail should be provided in addition to the above tables to demonstrate that the total cost through both the deployment and operating period reflects appropriate levels of resourcing and that the pricing of the resources required represents value for money.

(e) Tenderers should explain the treatment of GST in their population of the above tables.

7.2 Australian Government Contribution

(a) Tenderers should detail the proposed Australian Government contribution overtime, assuming construction commencement in September 2009. The funding contribution should be expressed in nominal terms on a monthly basis and in the following format:

Calendar Month 30 Sep 31 Oct 30 Nov 31 Dec 31 Jan 28 Feb Etc Ending 2009 2009 2009 2009 2010 2010

Australian Govt X.XX X.XX X.XX X.XX X.XX X.XX Etc contribution ($m)

(b) Tenderers should detail how these Australian Government funds will be deployed by the Tenderer.

7.3 Contribution of Non-Program Funds

(a) Tenderers should detail the proposed non-Program contribution to construction through time, assuming asset construction commencement in September 2009. The funding contribution should be expressed in nominal terms on a monthly basis and in the following format:

Calendar Month 30 Sep 31 Oct 30 Nov 31 Dec 31 Jan 28 Feb Etc Ending 2009 2009 2009 2009 2010 2010

Non- Program X.XX X.XX X.XX X.XX X.XX X.XX Etc Source One ($m)

Department of Broadband, Communications and the Digital Economy 40 Request for Tender for the Regional Backbone Blackspots Program Non- Program X.XX X.XX X.XX X.XX X.XX X.XX Etc Source Two ($m)

Non- Program X.XX X.XX X.XX X.XX X.XX X.XX Etc Source Three etc

Total Non- X.XX X.XX X.XX X.XX X.XX X.XX Etc Program Contribution ($m)

Australian X.XX X.XX X.XX X.XX X.XX X.XX Etc Government Contribution ($m)

Total Project X.XX X.XX X.XX X.XX X.XX X.XX Etc Capital Requirement ($m)

(b) Where non-cash contributions are identified Tenderers should explain the basis of the valuation of those contributions.

A copy of this table and the other tables as indicated in this section of the RFT should be submitted in a format that is compatible with Microsoft Excel 2003, with:

(i) all functions, formulae and linkages to be operational;

(ii) no part password protected, no cells or worksheets containing any input or output data hidden away from view in any way and with no links to external workbooks; and

(iii) no hard coded figures apart from the inputs and assumptions used and these should be clearly identified and located in a separate worksheet from the working calculations.

7.4 Work, Cost and System Breakdown Structures

The Tenderer shall present the Solution offered in a Work Breakdown Structure (WBS), Cost Breakdown Structure (CBS) and System Breakdown Structure (SBS) consistent with the requirements below.

The breakdown structures must be coherent with the technical design, costing and project plan. The WBS, CBS and SBS should be presented for Phase 1 – design and construct and separately, as presently anticipated, for Phase 2 – the contracted operating period of 5 years.

(a) Requirement for Work Breakdown Structure

The WBS should contain details of individual Work Packages (WP). At a minimum the following information is to be provided:

(i) title of WP;

(ii) short description;

(iii) participant responsible;

(iv) identifier of the start event;

(v) planned start date;

Department of Broadband, Communications and the Digital Economy 41 Request for Tender for the Regional Backbone Blackspots Program (vi) planned finish date; and

(vii) equipment available at end of WP.

(b) Requirement for Cost Breakdown Structure

The CBS will provide a breakdown of costs, linked to the relevant WBS. Cost will be broken down into the following categories at a minimum:

(i) labour;

(ii) materials; and

(iii) indirect cost.

The SBS covers the materials that are required to deliver the WBS within the costs shown in the related CBS. The SBS would cover all deliverable components including active and passive network equipment, housings, racks, cables, connectors, electrical power equipment, airconditioning, and test equipment.

At a minimum the following information is to be provided:

(i) title of system;

(ii) short description; and

(iii) description of subsystem components.

8. Ownership and Operational Model

Tenderers are to detail their proposed ownership and operational model, including:

(a) a summary of the proposed arrangements for ownership of the backhaul asset. In particular:

(i) the identity of the intended owners of the assets;

(ii) the use/ownership rights accruing to the Australian Government;

(iii) the use/ownership rights accruing to the Tenderer (or any other person);

(b) a clear allocation (in table form will be acceptable) of the ownership of infrastructure components and equipment proposed in its Solution;

(c) specify what rights the Tenderer will procure for the Australian Government, consistent with the proposed ownership and operation model, in respect of each Phase, to enable the Australian Government to meet its objectives for the Program. By way of examples:

(i) if fibre is to be deployed utilising statutory carrier powers and immunities, how will the Australian Government obtain the access and maintenance rights that it may require for the purposes of Phases 2 and/or 3;

(ii) what rights would the Australian Government have in respect of sites and passive infrastructure beyond fibre, e.g. towers;

Department of Broadband, Communications and the Digital Economy 42 Request for Tender for the Regional Backbone Blackspots Program (d) any limitations on the Commonwealth’s use/ownership rights, including limitations on the term of those rights, restrictions on transfer, any IRU to be granted to the Tenderer or any other person;

(e) the commercial arrangements for operating and maintaining the backbone transmission link(s) during Phase 2, and how the costs and commercial benefits involved will be distributed between the Tenderer and other participants;

(f) the proposed commercial arrangements in respect of Phase 3, in particular:

(i) the Tenderer’s operating and maintenance arrangements; and

(ii) ongoing arrangements for utilising any Tenderer’s fibre.

9. Legal and Commercial

9.1 Response to Agreement Outline

Tenderers should state their level of compliance with the Agreement Outline in 3. Statements should be against each relevant section and should be in the order in which the sections appear and refer to the relevant clause number, schedule or attachment. Non-committal terms such as 'noted' should not be used. Tenderers will be deemed to agree or comply with any section of the Agreement Outline for which it does not provide a statement of its compliance.

(a) Where a Tenderer does not comply with a particular section, the Tenderer should provide a table:

(i) identifying the non-compliance;

(ii) describing the nature and extent of the non-compliance;

(iii) stating the Tenderer's rationale for non-compliance; and

(iv) detailing any proposed amendment or alternative provision.

(b) Where a Tenderer proposes an alternative model for ownership and operation, the Tenderer should provide an agreement outline that reflects its proposed model.

If the Commonwealth conducts Solution definition activities with a shortlisted Tenderer, or Tenderers, the Commonwealth may provide such Tenderers with a more fully developed agreement (or agreements) reflecting the Tenderer's Solution for the purpose of such activities.

9.2 Risks

Tenderer should provide a risk management plan in respect of their Solution (including a registry of identified risks) written in accordance with AS/NZS 4360: 2004 Risk Management. The risk management plan should at least address (but not be limited to) the following elements and issues.

(a) network deployment risks, such as:

(i) changes in ownership or collaborative/subcontracting arrangements;

(ii) delay in delivery of equipment, software and hardware;

Department of Broadband, Communications and the Digital Economy 43 Request for Tender for the Regional Backbone Blackspots Program (iii) staffing and resourcing difficulties;

(iv) planning and other regulatory issues;

(v) any other occurrences that may impact the successful and timely construction and commissioning;

(b) operational risks, such as:

(i) changes in ownership or collaborative/subcontracting arrangements;

(ii) network outages and service disruptions;

(iii) staffing and resourcing difficulties;

(iv) significantly inaccurate demand projections;

(v) major changes in the market or economic conditions;

(vi) any other occurrence that may impact the successful operation of the funded infrastructure.

9.3 Regulatory compliance

The Tenderer should confirm that its Solution will be compliant with the communications regulatory regime and indicate any additional regulatory arrangements that would need to be put in place, e.g. obtaining additional licences, and the anticipated steps and time required to make these arrangements.

9.4 Performance and Financial Guarantees

Tenderers should to provide details of the financial and/or performance guarantees that they would be willing to provide, including appropriate justification of that approach, taking into account matters such as:

(a) the commercial structure and ownership and operational model proposed;

(b) the financial status of the Tenderer and any participants;

(d) the nature and extent of other contributions;

(e) any other risks associated with the Tender.

Department of Broadband, Communications and the Digital Economy 44 Request for Tender for the Regional Backbone Blackspots Program Schedule 3 - Agreement Outline

Department of Broadband, Communications and the Digital Economy 45 Request for Tender for the Regional Backbone Blackspots Program Annexure A - Glossary

In this RFT, unless the contrary intention appears:

Agreement Outline means the agreement outline forming Schedule 3 of this RFT.

AusTender means the all of Commonwealth Government business opportunities website, located at www.Tenders.gov.au from which Tenderers download Tender documentation electronically and receive email notification if an addendum to the RFT is issued.

Closing Time means the date and time set out in section a of this RFT.

Conditions of Tender means the conditions set out in Section 2 of this RFT.

Confidential Information means information that is

(a) by its nature confidential;

(b) is designated by the Commonwealth as confidential; or

but does not include information:

(d) which is or becomes public knowledge other than by breach of this RFT or any other confidentiality obligation; or

(e) that has been independently developed or acquired as established by written evidence.

Consultation Paper means the Backhaul Blackspots Initiative Stakeholder Consultation Paper, issued on 23 April 2009.

Contact Officer means the person identified in section h of this RFT.

Department means the Commonwealth of Australia as represented by the Department of Broadband, Communications and the Digital Economy.

Evaluation Criteria means the criteria set out in section 1.8 of this RFT.

Location means each of the Locations specified in section of this RFT.

Minister means the Minister for Broadband, Communications and the Digital Economy.

NBN or national broadband network means the national broadband network that will provide superfast broadband to Australian homes and workplaces, announced by the Australian Government on 7 April 2009. Further information about the Australian Government's NBN plans is available at www.dbcde.gov.au/communications/national_broadband_network.

NBNCo means the operating company for the NBN.

Program means the Regional Backbone Blackspots Program.

Request for Tender or RFT means this request for Tender, including all parts, schedules and annexures (if any) and any addenda issued in accordance with section f of this RFT.

Department of Broadband, Communications and the Digital Economy 46 Request for Tender for the Regional Backbone Blackspots Program Solution means each solution tendered in respect of a Location by a Tenderer.Tender means any Tender submitted in response to this RFT whether or not it complies with this RFT.

Tenderer means any entity who submits or considers submitting a Tender.

Department of Broadband, Communications and the Digital Economy 47 Request for Tender for the Regional Backbone Blackspots Program Annexure B - Technical Terms and Abbreviations

Aggregation Point The point at which the Tenderer aggregates multiple transmission systems. May also be any point of interconnect.

B-POI (Backbone The point at which the Tenderer provides interconnect for their wholesale Point Of offering in the blackspot service area. May also act as an aggregation point. See Interconnect) RBBP Reference Model included as C.

C-POI (Carrier The point at which the Tenderer's backhaul interconnects with other transmission Point of providers. See RBBP Reference Model included as C. Interconnect)

Gbps Gigabits per second (1000 Mbps)

Mbps Megabits per second (1 000 000 bits per second)

ODF Optical Distribution Frame

OTDR Optical Time Domain Reflectometry – method for measuring the time and intensity of the light reflected on an optical fibre, e.g. for detection of fibre breaks & losses.

Protection A path is protected when the service on that path can switch over to a redundant path in an event of a failure of the main path.

Physical Diversity When more than one entity is located at a physically separate location.

Redundancy Redundancy is the duplication of critical components of a system with the intention of increasing reliability of the system, usually in the case of a backup or fail-safe.

SDH Synchronous Digital Hierarchy

Department of Broadband, Communications and the Digital Economy 48 Request for Tender for the Regional Backbone Blackspots Program Annexure C - RBBP Reference Model

RBBP Reference Model Backbone Blackspot Region 1

Backbone Blackspot Core Region 2 Inter City Networks

Incumbent provider Tenderer’s Current route Existing fibre Proposed new build

Regional centre

Regional Centre Incumbent provider’s current network

Other provider Other provider current network current network

Proposed build Tenderer’s Backbone Point of Interconnect (BPoI) Tenderer’s existing fibre Tenderer’s Carrier Point of Interconenct (CPoI) Incumbent providers existing fibre Other providers existing fibre Incumbent providers Point of Interconnect (PoI)

Interconnects Other providers Point of Interconnect (PoI)

Department of Broadband, Communications and the Digital Economy 50 Request for Tender for the Regional Backbone Blackspots Program