Wayleave agreement for Bongo IT Ltd -
WAYLEAVE AGREEMENT
DOC ID: CREATE
DATE: ____03/09/2015__________
RELATING TO: ______WEIR ROAD SUPER FAST BROADBAND PROJECT_____
PARTIES:
(1)
Create Food Ltd ("Grantor/s"); and
(1)
BongoIT Limited, (a company registered in England and Wales with registered number
08588314 whose registered office is at BongoIT, 138-144 London Road, Wheatley,
Oxford, Oxfordshire, OX33 1JH; ("Operator").
RECITALS
(A)
The Operator has requested the right to install, maintain, alter and repair certain Apparatus
on the Property.
(B)
The Grantor has agreed to grant such right on the terms and conditions in this Agreement.
TERMS AGREED:
1.
DEFINITIONS AND INTERPRETATION
1.1
In this Agreement the following words have the following meanings:
"Agreement" this agreement including its annexures;
"Apparatus" the apparatus permitted by this Agreement to be installed on, under or over
the Property along the route more particularly shown and described on the Plans and/or
Specification and any additional works undertaken in accordance with clause 4.1.4;
"Operator" the party set out above;
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd "Grantor" the party set out above;
"Property" 24 Endeavour Way, London SW19 8UH. Shown as ID “Y” on the Plan “WeirRoad-Map-Plan-V5.1” reference to the Property is a reference to the whole or any part or
parts of it;
"Relevant Authority" any body, organisation or authority with jurisdiction to make rules or
regulations binding on the Operator or to which the Operator should have regard.
"Specification" the method statement and specifications annexed to this Agreement;
"Plans" the plans and drawings annexed to this Agreement showing the Apparatus and the
routes over which it can pass.
1.2
The word "Grantor" includes any successor in title to the Property, but "Operator" means
only the second named party in this Agreement.
1.3
All covenants by any party to this Agreement are deemed to be joint and several covenants
where that party is more than one person.
1.4
Unless the context requires otherwise, references in this Agreement to any statute include
references to that statute as amended, consolidated or re-enacted, or as other statutes
modify its application from time to time and any subordinate legislation made or to be made
under that statute.
1.5
The clause headings in this Agreement are for ease of reference only and are not to be
taken into account in the construction or interpretation of any covenant, condition or proviso
to which they refer.
1.6
Words denoting natural persons include companies, corporations and partnerships.
2.
GRANT OF RIGHT
2.1
Subject to the terms of this Agreement, the Grantor, to the extent that it is lawfully able so
to do, in consideration of the covenants on the part of the Operator in this Agreement,
hereby grants to the Operator the right:
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd 2.1.1
to install, use, retain and maintain the Apparatus in accordance with the Works
Plans and the Specification in order to provide electronic communications
services; and
2.1.2
for the Operator and all people authorised by it to enter the Property with or
without vehicles to inspect, maintain, adjust, alter, repair, replace, remove or
connect to the Property the Apparatus and/or to exercise the rights granted by
this Agreement.
3.
TERMINATION
3.1
If:
3.1.1
the Operator breaches any of its covenants or the provisos or declarations in this
Agreement; and/or
3.1.2
the Grantor wishes to alter, modify, refurbish or redevelop the Property in any
manner which reasonably requires the removal of the Apparatus; and/or
3.1.3
[the Operator ceases for whatever reason to provide through the Apparatus
services to the lawful occupiers of the Property,
then the Grantor may give the Operator not less than two months' prior written notice to
determine this Agreement, upon the expiry of which notice this Agreement will cease and
determine, but without prejudice to the rights of either party against the other in respect of
any antecedent claim or breach of covenant or proviso or declaration in this Agreement
and, alternatively in the case of clause 3.1.2, the Grantor may provide a reasonable
alternative route or location, if practicable, in which case this Agreement shall apply to the
Apparatus in its new route or location.
4.
OPERATOR’S COVENANTS
4.1
In consideration of the rights granted in this Agreement, the Operator covenants with the
Grantor in terms of all of the following covenants:
4.1.1
to install the Apparatus:
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd 4.1.1.1
in accordance with the Plans and the Specification previously
approved in writing by the Grantor;
4.1.1.2
in accordance with any further requirements of the Grantor and all
covenants contained in this Agreement in a good and workmanlike
manner;
4.1.1.3
4.1.2
within four months of the date of this Agreement; and
to remain liable for any subsequent reinstatement works required as a result of
the installation of the Apparatus;
4.1.3
to install the Apparatus along such route (details of which are to be included in
the Plans and/or Specification) as is approved in writing by the Grantor prior to
any works commencing;
4.1.4
to install, in addition to the Apparatus, additional ducts, the number and design of
which are to be included in the Specification and Plans and approved in writing
by the Grantor prior to any works commencing, so as to accommodate the
installation of other services at any time in the future by another service provider
and the Grantor and any other person authorised by him;
4.1.5
to give the Grantor and any lawful occupiers of the Property at least 14 days'
written notice of its intention for it and all people authorised by it to enter the
Property before installation of the Apparatus and/or to enter the Property to
inspect, maintain, adjust, alter, repair, replace, remove or connect to the Property
the Apparatus and/or to exercise the rights granted by this Agreement (except in
the case of emergency);
4.1.6
to pay, discharge and be responsible for all charges impositions taxations rates
and other outgoings of whatever nature that may from time to time be payable on
or in respect of the Apparatus or arise as a result of the grant of rights contained
in this Agreement and to indemnify and keep indemnified the Grantor against the
same;
4.1.7
not to permit access to the Apparatus by any person who does not hold all
qualifications recommended or necessary by virtue of any legislation or any code
of practice adopted by the industry within which the Operator operates or
otherwise;
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd 4.1.8
not to seek or permit access to the Property or the Apparatus other than in
accordance with the terms of this Agreement;
4.1.9
To obtain all necessary licences, permissions, certificates or consents required
for the installation, retention and maintenance of the Apparatus and to comply
with all conditions and requirements of the same and to keep current and
maintain the same and, whenever required by the Grantor, to produce evidence
of the same;
4.1.10
in exercising any of the rights conferred by or performing any of its obligations
contained in this Agreement or otherwise, not to interfere with, obstruct or
damage any services or conducting media or structures located in or on the
Property, or cause nuisance, annoyance, disturbance or damage to the Grantor
or any of its tenants or occupiers of the Property, or obstruct or interfere with the
user of the Property, or damage the Property;
4.1.11
to at all times conform to all rules or regulations made by any Relevant Authority
or other statutory requirements in respect of the Apparatus or its installation or
retention;
4.1.12
to comply with the reasonable rules and regulations of the Grantor made in
relation to the installation, retention, operation or maintenance of the Apparatus;
4.1.13
not without the prior written consent of the Grantor to make any alterations to the
Apparatus and, save for the works hereby authorised, not to damage the
Property in any way;
4.1.14
to install, retain and maintain the Apparatus strictly in accordance with the
Specification;
4.1.15
to make good to the Grantor's absolute satisfaction all areas of the Property
damaged or disturbed in the exercise or purported exercise of the rights granted
herein within [two] months from the date of the damage or disturbance to the
Property;
4.1.16
upon determination of this Agreement, to fully reinstate the Property to the
Grantor's absolute satisfaction and in accordance with clause 5.4;
4.1.17
not to allow water or dampness to percolate through to the structure of the
Property as a result of or during the installation, maintenance or retention of the
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd Apparatus and at all times to keep the land and ducting (if any) on and in which
the Apparatus are sited, maintained to the Grantor's reasonable satisfaction;
4.1.18
not to do or suffer to be done in or upon the land or ducting (if any) on or in which
the Apparatus are sited any thing whatsoever which is or may be or become a
nuisance, annoyance or disturbance or which causes or may cause damage or
injury to the Grantor, its tenants, employees, visitors or licensees or other lawful
occupiers for the time being of the Property;
4.1.19
not to assign or otherwise dispose of or deal with the benefit of this Agreement or
any of the rights conferred by it;
4.1.20
subject to a cap of £2million, to pay to the Grantor and indemnify and keep the
Grantor indemnified against all costs, losses, damages, charges, claims,
proceedings, demands, actions and expenses made or alleged against or
incurred by the Grantor as a consequence of the grant of this Agreement, the
exercise of any rights or performance of any obligations in it, or the breach by the
Operator of any of the terms of this Agreement;
4.1.21
to obtain and maintain insurance against claims under the indemnity set out at
clause 4.1.22 to a limit of not less than £2 million for any one occurrence or
series of occurrences arising out of any one event;
4.1.22
in the event of receiving any notice given pursuant to clause 5.1, to immediately
remedy the breach or want of repair contained in such notice;
4.1.23
to pay to the Grantor the Grantor’s costs including, but not limited to, surveyor’s
fees, highway engineer’s fees and legal costs of and incidental to the preparation
of this Agreement and all fees, costs and expenses properly incurred by the
Grantor in remedying any breach of the provisions of this Agreement;
4.1.24
to pay value added tax or any like tax in addition to any sum payable pursuant to
this Agreement in the event that such sum becomes subject to such tax; and
4.1.25
in exercising its rights under this Agreement, to conduct its undertaking in such a
way as to ensure so far as reasonably practicable that any person who may be
affected by it doing so is not exposed to risks to their health or safety.
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd 5.
OTHER TERMS
5.1
It shall be lawful for the duration of this Agreement for the Grantor, its surveyors or agents
with or without workmen to inspect the Apparatus or any ancillary works and to give written
notice of any breach of this Agreement or want of repair to the Operator, the Grantor’s
decision in this respect being final and binding (save in the case of manifest error).
5.2
The Operator shall commence the works specified in any written notice from the Grantor
immediately and shall complete the works within the time period specified in the notice. If
the Operator fails to commence the works within two weeks of service of such notice or
fails to complete them within a reasonable time, the Grantor may carry out such works, the
cost of which shall be repaid by the Operator within seven days of demand.
5.3
It shall be lawful for the Grantor to deal as it thinks fit with the Property or any adjoining or
neighbouring property notwithstanding the rights granted by this Agreement.
5.4
In the event of the Grantor serving a notice referred to clause 3 above, the Operator shall
by the expiry of such notice have removed the Apparatus and all works ancillary to it,
causing as little nuisance, damage and inconvenience as possible and reinstating the
Property immediately to the reasonable satisfaction of the Grantor.
5.5
In the case of any dispute arising between the tenants or occupiers of the Property or any
neighbouring property and the Operator, such dispute shall be settled from time to time by
the Grantor or its surveyors (as the Grantor shall think fit) in such manner as the Grantor
may direct, to which direction the Operator shall submit.
5.6
The Grantor shall not be liable for any costs, claims, demands, actions or expenses alleged
against or incurred by the Operator as a result of damage to the Apparatus or any works
ancillary to it caused by the Grantor’s visitors, agents, invitees or otherwise or by any party
unconnected with the Grantor.
5.7
Subject always to clause 5.5, in the event of damage to the Apparatus being directly and
solely caused by the negligence or omission of the Grantor or its employees, the liability of
the Grantor shall under no circumstances exceed the cost of replacing the Apparatus.
5.8
The rights granted by this Agreement are subject to the rights of all other adjoining owners
and any other interested parties.
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd 5.9
Any notices required to be served pursuant to this Agreement shall be validly served if sent
by first class post to the registered office of the addressee of the notice.
5.10
To the greatest extent permitted by law, where this Agreement and Schedule 2 to the
Telecommunications
Act
1984
(as
amended)
and
the
Operator's
electronic
communications authorisation conflict, the terms of this Agreement shall prevail.
5.11
This Agreement shall operate as a wayleave agreement only and nothing in this
Agreement shall in any way operate or be deemed to operate so as to impose the
relationship of landlord and tenant on the parties to this Agreement.
5.12
Unless otherwise expressly stated, nothing in this Agreement creates or confers any right
or other benefit pursuant to the Contracts (Rights of Third Parties) Act 1999.
EXECUTED AND DELIVERED as a deed on the date of this Agreement
SIGNED as a DEED by
TOM BARRETT
Managing Director Create Food Ltd
SIGNED as a DEED by
ANDREW ELDER
Director BongoIT Ltd
Issue 1 Aug 2015
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Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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Wayleave agreement for Bongo IT Ltd -
ANNEXES
The Specification
1 x Mimosa B5 Radio PtP link and mounting pole, 1 x Ubiquiti Rocket Cluster with Antenna and
mounting pole, 1 x catenary cable, and appropriate Ethernet cabling. The apparatus is as described
in Appendix A.
Radio (Mimosa B5) Position
Sector Antenna (Rocket) Position
Issue 1 Aug 2015
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Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
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Wayleave agreement for Bongo IT Ltd -
Catenary link to RG Jones
Comms room at Create Foods – cable to terminate here
Issue 1 Aug 2015
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Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
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Wayleave agreement for Bongo IT Ltd -
Item 1:
Radio – Mimosa B5 backhaul.
Dimensions 442 x 442 x 362 mm
Weight 4.9 kg
Item 2:
Ubiquiti Tough Cable Carrier, outdoor (as required to connect all equipment)
Outdoor quality, weatherproof Cat5e gigabit Ethernet cable, shielded, 4 twisted pairs, drain wire
and Anti-Crosstalk Divider.
NB: Not visable from road.
Item 3:
Radio Cluster (Rocket)
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Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
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Wayleave agreement for Bongo IT Ltd Description - Gang cluster mounts allow up to three 90° or 120° Ubiquiti AirMax sector antennas
with the Ubiquiti Rocket to be placed on a single pole at the same horizontal elevation in a very
tight cluster. We should only need one antenna here.
&
Item 4:
Catenary Wire to Rg Jones as shown above.
The Plan
Issue 1 Aug 2015
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Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
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Wayleave agreement for Bongo IT Ltd -
Issue 1 Aug 2015
Item No : 00124 (Legal Folder)
Please return signed agreement to : 20 Littlemore Road, Cowley, Oxford, OX43HN.
Error! Unknown document property name.
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