Letter of Agreement s3

LAND AGREEMENT

between

THE UNITED NATIONS [FULL NAME OF LEAD AGENCY SIGNING ON BEHALF OF PARTICIPATING AGENCIES]

[NAME OF HOST COUNTRY]

WHEREAS, the Government of [COUNTRY] (hereinafter referred to as “the Government”) is willing to provide, at no charge, the below-described land to be used as the location for the new UN House for the United Nations [FULL NAME OF LEAD AGENCY] (hereinafter referred to as “[ACRONYM OF LEAD AGENCY]”) representing the UN Funds, Programmes, and Specialized Agencies, including [ACRONYM OF LEAD AGENCY] (hereinafter referred to as “the UN System”) in [COUNTRY].

WHEREAS, [ACRONYM OF LEAD AGENCY] and the Government desire to formalize the use of the land located at [ADDRESS], [CITY], [COUNTRY].

NOW THEREFORE, [ACRONYM OF LEAD AGENCY] and the Government in consideration of their mutual undertakings hereby agree as follows:

Article 1

The Government being the owner of the land located at [ADDRESS], [CITY], [COUNTRY]. described in Annex I [INSERT DESCRIPTION OF THE SIZE OF THE LAND PLUS AREA MAP] agrees to provide to [ACRONYM OF LEAD AGENCY] and [ACRONYM OF LEAD AGENCY] agrees to take, for the construction of the new UN House, the land measuring [INDICATE AMOUNT OF SURFACE AREA IN ACRES], bearing plot number (fully shown in Annex I), with its appurtenances for so long as [ACRONYM OF LEAD AGENCY] or any other Funds, Programmes or Specialized Agencies of the UN system maintain offices in [COUNTRY]. The land shall be made available immediately upon signature of this Agreement, free of charge, rent, taxes, levies or other duties to [ACRONYM OF LEAD AGENCY].

Article 2

CONSTRUCTION

30 June 2008 TTCP – STANDARD LAND AGREEMENT 1 [ACRONYM OF LEAD AGENCY] shall have the right to construct office premises for the use of the UN System in [COUNTRY] and install equipment , ancillary amenities and connections for utilities, such as electricity, water, telephone, telex, satellite communications, gas, drainage and sewerage as may be required for the offices. The costs of such construction shall be borne by the UN System as agreed among them in a separate Memorandum of Understanding.

Article 3

OWNERSHIP OF LAND AND BUILDINGS

1. The Government warrants and represents that all ownership title, rights and interest in the land are vested in the Government, full and clear of any encumbrance and undertakes not to, other than pursuant to Article 1 above, dispose of any interest in the land or encumber the same. To this end, the Government shall defend [ACRONYM OF LEAD AGENCY] against any and all claims to or in respect of the land by third parties.

2. Subject to the last paragraph of this Article 3, [ACRONYM OF LEAD AGENCY] undertakes not to make any dispositions of or in any way encumber the rights and interests granted to it by the Government pursuant to Article 1 above.

3. Title to all the buildings, fixtures and installations to be constructed on the said land (the “UN House”) shall at all times vest in [ACRONYM OF LEAD AGENCY].

4. In the event that [ACRONYM OF LEAD AGENCY] decides to transfer the UN House to the Government, the Government shall pay compensation to [ACRONYM OF LEAD AGENCY] for the then fair market value of the UN House constructed and installations at the UN System’s expense; it being understood that [ACRONYM OF LEAD AGENCY]’s rights and interest over the land granted to it pursuant to Article 1 shall revert to the Government without charge for the value thereof.

Article 4

USE OF LAND AND BUILDINGS

The Government hereby grants to [ACRONYM OF LEAD AGENCY] all rights to the exclusive occupation, utilization and undisturbed possession of all of the said land and all of the buildings and appurtenances to be constructed thereon for as long as the as [ACRONYM OF LEAD AGENCY] or any other Funds, Programmes or Specialized Agencies of the UN system maintain offices in [COUNTRY].

30 June 2008 TTCP – STANDARD LAND AGREEMENT 2 The UN House shall be utilized by the [ACRONYM OF LEAD AGENCY] primarily as UN System offices in the country and for such other purposes as the [ACRONYM OF LEAD AGENCY] may desire.

Article 5

TERMINATION

It is understood that the [ACRONYM OF LEAD AGENCY] may terminate this Agreement at any time upon giving notice to the Government not less than (30) thirty days before such termination.

a) In the event of such termination where [ACRONYM OF LEAD AGENCY] has commenced construction on the land, the land shall revert back to the Government and the Government shall compensate [ACRONYM OF LEAD AGENCY] for the value of the works completed up to the termination date;

b) In the event of such terminations where [ACRONYM OF LEAD AGENCY] has completed construction, the Government shall compensate [ACRONYM OF LEAD AGENCY] for the then fair market value of the UN House and installations as outlined in Article 3, para. 3;

c) In the case [ACRONYM OF LEAD AGENCY] decides to close down its Office in the country, it shall have the right to transfer its interest in the land and ownership title to the UN House and installations to any other United Nations Fund, Programme, or Specialized Agency in the country, upon notification to the Government, or at the Government's request, to the Government. Where such transfer is to the Government, the Government shall compensate [ACRONYM OF LEAD AGENCY] as set out in Article 3, para. 3.

Article 6

QUIET POSSESSION

1. The Government shall ensure that [ACRONYM OF LEAD AGENCY]’s occupation and use of the land is and remains free of any encumbrances, liens or interest of third parties. To this end, the Government shall defend [ACRONYM OF LEAD AGENCY] against any and all claims to or in respect of the land by third parties.

2. [ACRONYM OF LEAD AGENCY] shall enjoy full and quiet possession of the land granted under this Agreement. The Government shall take the necessary steps to ensure that the use made of areas and buildings in the vicinity of the land due not

30 June 2008 TTCP – STANDARD LAND AGREEMENT 3 adversely affect its usefulness for the purpose for which it is used by [ACRONYM OF LEAD AGENCY].

Article 7

SETTLEMENT OF DISPUTES

Any dispute between the Parties arising out of or relating to this Agreement which cannot be settled by negotiations or other agreed mode of settlement shall be submitted to arbitration at the request of either Party. Each Party shall appoint one arbitrator, and the two arbitrators so appointed shall appoint the third, who shall be chairman. If, within (30) thirty days of the request for arbitration, either Party has not appointed an arbitrator or if within (15) fifteen days of the appointment of two arbitrators the third arbitrator has not been appointed, either Party may request the President of the International Court of Justice to appoint an arbitrator. The procedure of the arbitration shall be fixed by the arbitrators, and the expenses of the arbitration shall be borne by the Parties as assessed by the arbitrators. The arbitral tribunal shall have no authority to award punitive damages. The arbitration shall contain a statement of the reasons on which it is based and shall be accepted by the Parties as the final adjudication of the dispute.

Article 8

PRIVILEGES AND IMMUNITIES

Nothing contained in this Agreement shall be deemed as a waiver, express or implied, of the privileges and immunities enjoyed by [ACRONYM OF LEAD AGENCY] or the UN system, whether pursuant to Convention on the Privileges and Immunities of the United Nations or any other Convention, law or decree of an international or national character or otherwise.

Article 9

GENERAL PROVISIONS

1. Any modification of this Agreement shall be by mutual consent of the Parties and shall be in writing.

2. The Foreign Secretary, Ministry of Foreign Affairs shall in all matters relating to this Agreement be the authorized representative of the Government.

3. The Resident Representative of the [ACRONYM OF LEAD AGENCY] in [COUNTRY] shall in all matters relating to this Agreement be the authorized representative of the [ACRONYM OF LEAD AGENCY].

30 June 2008 TTCP – STANDARD LAND AGREEMENT 4 4. This Agreement shall benefit any assignee of [ACRONYM OF LEAD AGENCY] contemplated in the last paragraph of Article 5c.

Article 10

INTERPRETATION

This Agreement shall be interpreted in the light of its primary purpose: to enable [ACRONYM OF LEAD AGENCY] to fully and efficiently discharge its responsibilities and fulfill its objectives in ______.

Article 11

ENTRY INTO FORCE

This Agreement shall enter into force on the date of its signature by the Parties.

IN WITNESS WHEREOF, the Parties hereto have affixed their signatures on the dates indicated beneath their respective signatures.

DONE, in ______in two originals in the English language, this ______day of ______, in the year ______.

FOR GOVERNMENT: FOR [ACRONYM OF LEAD AGENCY] :

By:______By:______

Title:______Title:______

WITNESS: WITNESS:

By:______By:______

Title:______Title:______

30 June 2008 TTCP – STANDARD LAND AGREEMENT 5