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DRAFT RIGHTS OF WAY AGREEMENT
This Agreement made and entered on the latest date of signature
hereinafter mentioned,
BETWEEN
ON ONE SIDE:
CYPRUS TELECOMMUNICATIONS AUTHORITY, having its principal office
at Telecommunications Street, P O Box 4929, CY - 1396 Nicosia,
Cyprus (hereinafter called "CYTA" which expression shall include
its successors)
AND ON THE OTHER SIDE:
«Purchaser_Full», «Purchaser_Address» (hereinafter called "«Purchaser_Short»" which expression shall include its
successors)
hereinafter called the "PURCHASER"
WITNESSETH
WHEREAS the PURCHASER owns or has been granted an interest in a
certain number of Minimun Investment Units (hereinafter called
MIUs) in the optical submarine cable system «Cable_Name»,
and
WHEREAS a part of the said «MAUOS_MIUS» are used jointly
between the PURCHASER and the correspondent such as stated in
the Annex(es) hereto (hereinafter called "Correspondent") to
provide telecommunication services between points in or reached
via the PURCHASER's country and points in or reached via the
Correspondent's country, and
WHEREAS pursuant to the «Cable_Name» Construction and
Maintenance Agreement, CYTA has extended across its national and
terrestrial telecommunications network the capacity of «Cable_Name»
cable system which lands in Cyprus, and
WHEREAS the PURCHASER wishes to purchase from CYTA on its
national and terrestrial telecommunications network the
necessary extension for the above mentioned half «MAUOS_MIUS»
across the Cyprus territory and/or territorial waters, and
WHEREAS the PURCHASER wishes to purchase these connections from
CYTA on a Rights of Way basis, and
WHEREAS CYTA is willing to provide such connections by granting
the PURCHASER Rights of Way via the Cyprus national and
terrestrial telecommunications network,
NOW THEREFORE CYTA and the PURSHASER ( the Parties), in
consideration of the mutual covenants herein expressed, covenant
and agree as follows:
1. SCOPE
1.1 CYTA shall grant to the PURCHASER rights of way across its
national and terrestrial telecommunications network through the
links (hereinafter referred to as "Extension Link") established
between the «Cable_Station» landing cable station in Cyprus and
the cable stations specified in the Annex(es) «Initial_Annexes»
hereto which form(s) an integral part of this Agreement and such
further annex(es) as may in the future be added by the Parties
which shall become an integral part of this Agreement on the
date the Parties agree to their addition.
1.2 This Extension Link shall be used to provide
telecommunications services between points in or reached via the
PURCHASER's country and points in or reached via the
Correspondent's country.
1.3 The capacity provided by the Extension Link is specified in
the Annex(es) hereto.
1.4 The rights of way thereunder relate only to a half-interest
in the said Extension Link. The matching half-interest in such
Extension Link shall be provided by CYTA to the Correspondent on
similar terms and conditions, should a rights of way Agreement
be required, or such other terms and conditions as may be agreed
upon between them
.
2. COMING INTO FORCE/DURATION
2.1 This Agreement shall come into force on the latest date of
signature by the Parties hereto.
2.2 This Agreement is concluded for a duration in years from the
commencement date, as specified in the Annex(es) hereto, or any
other date as agreed in writing between the Parties, unless in
the meantime it is terminated by either Party pursuant to the
provisions of clause 13 hereinbelow.
3. PROVISIONING
3.1 CYTA shall use its best efforts to establish and maintain
the Extension Link in efficient and proper working order.
3.2 In the event of an interruption of service in the Extension
Link, CYTA shall use its best efforts to re-establish the
service. CYTA shall, if necessary, provide, at no additional
cost to the PURCHASER, other facilities or an alternative route,
either across its own network, or that of third countries.
4. LIABILITY
CYTA shall not, under any circumstances be liable to the
PURCHASER for any loss or damage directly or indirectly
sustained by the PURCHASER or its Correspondent or customer(s)
by reason of any failure, breakdown, or interruption of service
of the said extension link, whatsoever shall be the cause of
such failure, breakdown, or interruption to service, and however
long it shall last. Furthermore, no reduction in rates nor
outage credits shall be due to the PURCHASER in the event of
such occurrences.
5. EXTENSION LINK PRICES
Prices for the Extension Link provided by CYTA to the PURCHASER
shall be as follows:
5.1 Purchase Price(s): The PURCHASER shall pay CYTA a lump-sum,
for the whole duration as specified in the Annex(es).
5.2 Purchase price(s) referred to in 5.1 hereabove shall be
quoted in SDR and converted into United States Dollars at the
exchange rate published by the International Monetary Fund (IMF)
Survey, applicable on the date of billing.
5.3 Taxes, if any, shall be billed by CYTA according to the laws
and rates in force on the date of billing.
6. BILLING AND PAYMENTS
Billing and payment of the price(s) set forth in Paragraph 5
hereabove shall be effected as follows:
6.1 Purchase Price:
Upon the commencement date stated in the Annex(es), CYTA shall
bill the PURCHASER the full lump-sum price due for the whole
duration subscribed.
Such bills shall be quoted in United States Dollars, and shall
be paid by the PURCHASER in the same currency within forty five
(45) days of the bill date.
6.2 Late interest charge:
Should the PURCHASER fail to pay at the date stated above, CYTA
shall be entitled to demand, in writing, immediate payment.
Should the PURCHASER fail to pay within sixty (45) days from the
date of the bill CYTA shall charge and be entitled to bill
interest at the rate of one hundred and twenty five per cent
(125%) of the official commercial Bank lending rate applicable
in Cyprus. Such interest charge shall be applied automatically
on the 46th day from the date of the bill if payment has not
been received. Interest charge shall be billed for each day
thereafter, based on a 360 - day year. Interest due shall be
capitalized, at the same rate, each year. This late interest
charge shall be in addition to, and not in lieu of, any and all
damages which CYTA may otherwise claim in respect of the
PURCHASER’s failure to make payment as due.
Should bills due and payable remain unpaid for more than three
(3) months, CYTA shall be entitled to suspend the service
supplied thereunder, provided a fifteen (15) calendar days prior
written demand for payment and notice of suspension has been
addressed to the PURCHASER and has remained without effect. In
such a case, CYTA shall not be liable in any way for any direct
or indirect consequences of such suspension of the service.
7. CABLE SYSTEM
7.1 Should the «Cable_Name» cable system be withdrawn from
service before the duration of this Agreement has expired, CYTA
shall, at the written request of the PURCHASER, buy back the
rights of way granted to it pursuant to this agreement. This
buy-back shall be carried out and calculated prorata temporis
over the number of all remaining years under this Agreement, on
the basis of the initial price without depreciation.
7.2 In such occurrence of cable withdrawal and should the
PURCHASER not request the buy-back set forth in sub-paragraph
7.1 above, the PURCHASER shall have the right, for the remaining
of the period under this Agreement, to have the said rights of
way transferred for the extension of any other available
submarine cable landing in the «Cable_Station» cable station. In
such a case, both Parties shall sign an Amendment to this
Agreement.
8. AUTHORISATIONS
The performance of this Agreement by the Parties is contingent
upon the obtaining and continuance of such governmental
approvals, consents, authorizations, licenses and permits as may
be required or be deemed necessary by the Parties and as may be
satisfactory to them. The Parties shall use all reasonable
efforts to obtain and to have continued in effect such
approvals, consents, authorizations, licenses and permits.
9. ASSIGNMENT AND TRANSFER OF AGREEMENT
No assignment of this Agreement, or of any rights hereunder, by
the PURCHASER shall be valid without the written consent of
CYTA.
Notwithstanding the above the PURCHASER may, without CYTA's
consent, make assignment of this Agreement in whole or in part
to a successor, affiliate, subsidiary, or to a corporation
controlling or under the same control as the PURCHASER,
provided, however, that in the event of any such assignment, the
successor shall undertake in writing to CYTA the performance and
liability of those obligations, duties, and interests as to
which it is succeeding the PURCHASER to this Agreement, and the
PURCHASER shall thereafter be relieved of such obligations,
duties and interests except for matters arising out of events
occurring prior to the date of such undertaking.
10. AMENDMENTS
10.1 Modifications to this Agreement, or to any of the terms or
conditions contained herein, shall be effected by means of
written Amendment to this Agreement, to be signed on behalf of
each of the Parties by a person duly authorized to do so.
10.2 Any increase or decrease in the capacity of the Extension
Link shall lead to the modification of the Annex(es) hereto.
Unless agreed to the contrary, such modification shall not
affect any or all provisions thereunder.
11. LICENSES AND PATENTS
No provision of this Agreement shall be construed as
constituting any transfer of patent rights or trade marks to or
from either Party or as grant of license under or with respect
to all or part of patent rights or trade marks.
12. NOTICES
Unless otherwise specified, all notices, requests, demands and
other communications under the present Agreement or in
connection herewith shall be made to the Parties in writing and
shall be sent by telex or by registered letter with
acknowledgment of receipt to the addressee at the following
addresses:
Cyprus Telecommunications Authority
International Communications
Commercial Services
Telecommunications Street,
P O Box 4929,
CY - 1396 Nicosia,
Cyprus
Telex: 3288 CYTA ADM CY
«Purchaser_Full»
«Purchaser_Address»
«Purchaser_Telex»
Each Party may modify its notification name or address by telex
or registered letter with acknowledgment of receipt sent to the
other Party.
Any notice, request, demand or other communication so given or
made shall be deemed (unless the contrary is proved) to have
been received if:
- sent by telex, twenty-four (24) hours after the time of
transmission.
- sent by registered letter, at the date shown on the postal
receipt.
13. TERMINATION
13.1 In case of failure by either Party to fulfill its
obligations under this Agreement, which failure has not been
remedied within sixty (60) calendar days following written
notice of such failure, the Party giving notice of failure may
terminate partially or totally this Agreement, provided a twenty
(20) calendar days prior written notice of termination has been
addressed to the other Party and has remained without effect.
The Party giving notice of termination may retain all its rights
to claim for payment of all accrued amounts and for compensation
or other indemnities.
13.2 The PURCHASER shall be entitled to terminate this Agreement
after two years from the commencement date, with a six months
prior notice sent to CYTA by letter with acknowledgment of
receipt. The initial purchase charge shall not be refundable.
13.3 CYTA may terminate this Agreement forthwith by notice in
writing if the PURCHASER enters into liquidation whether
compulsory or voluntary, otherwise than for the purposes of
amalgamation or reconstruction or compound with their creditors
or have a receiver appointed of all or any part of their assets
or take or suffer any similar action in consequence of debt. In
such an event the PURCHASER shall not be entitled to any
repayment of any amounts paid pursuant to this Agreement.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of Cyprus. All disputes arising in connection with
this Agreement shall be settled by the competent Cyprus Courts.
15. EXECUTION OF AGREEMENT
This Agreement shall be executed in two counterparts in the
English language. Each such counterpart when so executed shall
be an original and such counterparts shall together, as well as
separately, constitute one and the same Agreement.
16. PROVISION FOR UNFORESEEN CIRCUMSTANCES
The obligations of either Party to this Agreement shall be
suspended if by reason of force majore, rout, riot, strike, war,
warlike operations, terrorist activity, fire or explosion the
performance of all or any provision, except provisions as to
payment of services rendered, becomes impossible. The suspension
shall only last for as long as the force majore or other event
as above lasts and such additional time as it is reasonably
required for the restoration of the damage caused.
17. This document contains the whole agreement between
the Parties relating to the granting of Rights of way
established between the «Cable_Station» landing cable station in
Cyprus and the cable stations specified in the Annex(es) «Initial_Annexes»
hereto.
IN WITNESS WHEREOF the Parties hereto have severally subscribed
these presents or caused them to be subscribed in their name and
on behalf by their respective officers or representatives
thereunto duly authorized.
For Cyprus Telecommunications Authority
For «Purchaser_Full»
By: «CYTA_Official»
By:
On:
On:
AGREEMENT No. «Agreement_No» FOR THE PROVISION OF RIGHTS OF
WAY ON DIGITAL NETWORK
ANNEX 1: TECHNICAL AND FINANCIAL CHARACTERISTICS
|
CABLE TO
EXTEND |
«Cable_Name» |
|
EXTEND FROM
CABLE STATION |
«Cable_Station» |
|
EXTEND TO
CABLE STATION |
«To_Cable_Station» |
|
CAPACITY |
............................. |
|
INTERNATIONAL
DESIGNATION |
............................. |
|
CORRESPONDENT |
............................. |
|
HALF-DISTANCE
(km) |
............................. |
|
RATE (SDR/km/<cpcty
block bit/s>) |
............................. |
|
DURATION |
............................. |
|
COMMENCEMENT
DATE |
............................. |
|
EXPIRY DATE |
............................. |
|
PRICE OF THE
SERVICE (SDR) |
............................. |
| For Cyprus
Telecommunications Authority |
For «Purchaser_Full» |
| By: «CYTA_Official» |
By: |
| On: |
On |
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