RESTRICTED
WT/BFA/W/298/Rev.1
6 September 2016
(16-4734) Page: 1/40
Committee on Budget, Finance and Administration Original: French
CH, GE, WTO, FIPOI, ADAPTATION OF THE INFRASTRUCTURE CONTRACT, CANCELLATION AND CREATION OF THREE SURFACE RIGHTS AND EASEMENTS
Revision
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The following communication represents the certified copy of the above-mentioned deed1, drawn up on 29 August 2013 and validated by the Geneva Land Register on 7 August 2015. This document is authentic in French only.
1 This deed replaces the document circulated at the request of the FIPOI on 23 May 2013 (WT/BFA/W/298).
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SWISS CONFEDERATION/STATE OF GENEVA/WTO/FIPOI
ADAPTATION OF THE INFRASTRUCTURE CONTRACT, CANCELLATION AND CREATION OF THREE SURFACE RIGHTS AND EASEMENTS
Maître Robert-Pascal FONTANET, Notary
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ON THE TWENTY-NINTH DAY OF AUGUST OF THE YEAR TWO THOUSAND AND THIRTEEN,
Before the undersigned Maître Robert-Pascal FONTANET, notary, with offices at 57 rue du Rhône, Geneva,
THERE APPEARED:
1. Mrs Eveline WIDMER-SCHLUMPF, of Felsberg (Canton of Grisons) and Mönchaltorf (Canton of Zurich), Head of the Federal Department of Finance, at Bern, acting for these presents on behalf and for the account of the SWISS CONFEDERATION, being fully empowered for the purpose of these presents, as follows from the Decision of the Federal Council of the twenty-sixth day of June of the year two thousand and thirteen, a certified copy of which remains attached to this deed (Annex No. 1),
hereinafter called "the SWISS CONFEDERATION",
party of the first part,
2. Mr François LONGCHAMP, of Collonge-Bellerive, State Councillor, Head of the Urban Planning Department, at Geneva, acting for these presents on behalf and for the account of the STATE, that is, the REPUBLIC AND CANTON OF GENEVA, being fully empowered for the purpose of these presents, as follows from the Decree of the Council of State of the twenty-fourth day of July of the year two thousand and thirteen, a certified copy of which remains attached to this deed (Annex No. 2), and from the regulations relating to the signature of officially recorded and other deeds concerning real property,
hereinafter called the "STATE",
party of the second part,
3. Mr Pascal LAMY, a French national, Director-General of the WORLD TRADE ORGANIZATION, domiciled at 154 rue de Lausanne, 1202 Geneva, acting on behalf and for the account of the WORLD TRADE ORGANIZATION, at Geneva, an intergovernmental organization, being fully empowered for the purpose of these presents, as follows from the Decision of the General Council of the twenty-fourth day of July of the year two thousand and thirteen, which remains attached to this deed (Annex No. 3),
hereinafter called the "WTO",
party of the third part,
4. Mr Alexandre FASEL, of Fribourg, Chair of the Foundation Council, at Geneva, and Mr François REINHARD, of Geneva, Director, at Lancy, acting on behalf and for the account of the FOUNDATION FOR BUILDINGS FOR INTERNATIONAL ORGANISATIONS (FIPOI) (CH-660-0069965-0), with headquarters at Geneva, being fully empowered for the purpose of these presents, as follows from the entries recorded in the Commercial Register,
hereinafter called the "FIPOI",
party of the fourth part,
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The parties here appearing first recall the following:
PRELIMINARY STATEMENT OF FACTS
A. INFRASTRUCTURE CONTRACT
The parties begin by recalling that, under the terms of a deed drawn up on 2 June 1995 by the undersigned notary entitled "INFRASTRACTURE CONTRACT" (hereinafter called the "deed of 2 June 1995" or "infrastructure contract"), recorded in the Land Register under P.j. 1269 of 8 February 2010, the surface right registered in 1974 on sheet No. 4046 of the Commune of Geneva, Petit-Saconnex section, for the benefit of the FIPOI, was cancelled and three new surface rights were created and then assigned to the FIPOI, respectively to the WTO.
They also recall that, although almost 15 years elapsed between the time of drawing up the deed and its recording in the Land Register, this was owing to the fact that the latter was subject to the fulfilment of conditions precedent, one of which was the granting of a loan for works by the Grand Council of the Republic and Canton of Geneva for the car park mentioned under letter "K" of the deed, which only occurred in 2010 following the entry into force of "Law 10486 of the Grand Council granting an investment credit of Sw.fr. 26,934,000 to build a car park with 400 spaces for the World Trade Organization (WTO)".
The WTO thus acquired DDP (separate and permanent right "droit distinct et permanent") No. 4542 encumbering plot 246 ("Centre William Rappard", also designated by the initials "CWR") in the Commune of Geneva, Petit-Saconnex section, described in more detail below.
The FIPOI, for its part, acquired the following surface rights:
(a) DDP No. 4543 encumbering plots 246 and 247 ("Conference room") in the Commune of Geneva, Petit-Saconnex section, described in more detail below; and
(b) DDP No. 4544 encumbering plot 246 (so-called "gardener's house") in the Commune of Geneva, Petit-Saconnex section, described in more detail below.
B. EXCHANGE
The parties recall furthermore that, under a deed drawn up on 30 November 2010 by the undersigned notary entitled "EXCHANGE", recorded in the Land Register under P.j. 13107 of 9 December 2010, the STATE and the SWISS CONFEDERATION altered the boundaries of former plots 245 and 246 of the Commune of Geneva, Petit-Saconnex section, by means of a metre-for-metre exchange intended to permit the fulfilment of the present deed.
Thenceforward, the plot owned by the SWISS CONFEDERATION has borne the number 5409, while the plot owned by the STATE, on which the CWR is situated, bears the number 5410.
C. AGREEMENT OF 1 AUGUST 2008
Lastly, the parties recall that, on 1 August 2008, the SWISS CONFEDERATION and the WTO signed an Agreement on the long-term housing needs of the Organization (hereinafter called "the Agreement of 1 August 2008").
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D. The SWISS CONFEDERATION is recorded in the Land Register as the sole owner of the property comprising the following registered plot:
1.1. Property
Commune of Geneva, Petit-Saconnex section
"132, rue de Lausanne"
Plot 5409
No. A559 University area 371 m2
No. A567 Offices area 63 m2
No. A666 Single housing unit area 78 m2
No. A667 Single housing unit area 117 m2
No. A668 Single housing unit area 117 m2
No. A669 Single housing unit area 118 m2
No. A670 Single housing unit total area 247 m2
No. 2514 SIG technical installations for electricity area 2 m²
No. 2190 Part of underground technical installations for water area 119 m²
No. A762 Underground building area 231 m2
Total area of the plot 45,405 m2
Hereinafter called: the building.
1.2. Origin of ownership
The SWISS CONFEDERATION is the owner of the building by virtue of having acquired it under the will of Mrs Victoria BARTON née PEEL, as attested by a deed of bequest recorded in the Land Register under P.j.A 801 of 1 July 1937, and under the terms of the aforementioned deed of exchange.
1.3. Mentions
There are no mentions regarding the building in the Land Register.
1.4. Annotations
There are no annotations regarding the building in the Land Register.
1.5. Easements and land charges
The building is not subject to any easement or land charge in the Land Register other than the following:
(a) incumbent on plot 5409, for the benefit of plots 5425, 5426 (formerly 5256), 5296 and 5343, and of HORIZON NORTH SA of Geneva, HORIZON SOUTH SA of Geneva, and for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, a surface easement over the subsoil of plot 245 (pumping station), not
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registered as a separate and permanent right or time-bound, recorded under P.j. 13287 of 12 December 2006, since amended (RS 69607, ID.2007/001914);
(b) incumbent on plot 5409, for the benefit of plots 5425, 5426, 5296 and 5343, and of HORIZON NORTH SA of Geneva, HORIZON SOUTH SA of Geneva, and for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, a pipeline easement, recorded under P.j. 13287 of 12 December 2006, since amended (RS 69608, ID.2007/001919);
(c) incumbent on plot 5409, for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, a surface easement (wiring point), recorded under P.j. 8388 of 14 August 2009 (RS 76401, ID.2009/007111);
(d) incumbent on plot 5409, for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, a surface easement (transformer substation), recorded under P.j. 8388 of 14 August 2009 (RS 76402, ID.2009/007112);
(e) incumbent on plot 5409, for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, a cable duct easement (electricity), recorded under P.j. 8388 of 14 August 2009 (RS 76403, ID.2009/007113);
(f) incumbent on plot 5409 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4542, a right of way for pedestrians and vehicles, recorded under P.j. 1269 of 8 February 2010 (RS 77339, ID.2010/001942);
(g) incumbent on plot 5409 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4542, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77340, ID.2010/001943);
(h) incumbent on plot 5409 in particular, for the benefit of plots 5410, 247 and the separate and permanent surface rights registered on sheets Nos. 4542 and 4543, a pipeline easement (waste water), recorded under P.j. 1269 of 8 February 2010 (RS 77343, ID.2010/001946); and
(i) incumbent on plot 5409, for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, an easement for the laying, maintenance and upkeep of underground pipelines (lake water), being recorded in the Land Register under P.j. 8886 of 13 September 2012.
1.6. Mortgages
The building is not the subject of any mortgage in the Land Register.
1.7. Zone
The notary declares that, according to the attached attestation (Annex No. 4), the building is situated in a green zone.
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E. The STATE OF GENEVA is registered in the Land Register as the sole owner of the buildings comprising the following registered plots:
2.1. Property
Commune of Geneva, Petit-Saconnex section
"154 rue de Lausanne and 37 chemin de Tuileries"
Plot 5410
No. A581 IGO offices incorporated into DDP No. 4542 area 5,157 m2
No. A584 Storage premises incorporated into DDP No. 4544 area 87 m2
No. A625 Storage premises incorporated into DDP No. 4544 area 178 m2
No. A641 Storage premises incorporated into DDP No. 4544 area 83 m2
No. A664 IGO offices incorporated into DDP No. 4542 area 1,231 m2
No. A726 SIG technical installation for electricity area 55 m2
No. A759 Part of the IGO offices incorporated into DDP No. 4543 area 887 m2
No. A727 Underground building incorporated into DDP No. 4542 area 55 m2
No. A760 Part of underground building incorporated into DDP No. 4543 area 898 m²
No. A761 Underground building incorporated into DDP No. 4542 area 102 m2
Total area of the plot 33,574 m2
Hereinafter called: the building.
2.2. Origin of ownership
The STATE is the owner of the building by virtue of having acquired it from the FIPOI, as attested by the deed of transfer recorded in the Land Register under P.j.A 3241 of 29 November 1974, and under the terms of the aforementioned deed of exchange.
2.3. Mentions
There are no mentions regarding the building in the Land Register.
2.4. Annotations
There are no annotations regarding the building in the Land Register other than the following:
(a) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001909);
(b) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID. 2010/001910);
(c) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001912);
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(d) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID.2010/001914);
(e) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001916); and
(f) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID.2010/001918).
2.5. Easements and land charges
The building is not subject to any easement or land charge in the Land Register other than the following:
(a) incumbent on plot 5410, for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, an easement in respect of use of a transformer substation building until 28 November 2073, recorded under P.j.D 262 of 24 November 1976 (RS 39495, ID.2004/038867);
(b) incumbent on plot 5410, for the benefit of SERVICES INDUSTRIELS DE GENEVE, a publicly owned enterprise of Geneva, an electricity cable duct easement until 28 November 2073, recorded under P.j.D 262 of 24 November 1976 (RS 39496, ID.2004/038868);
(c) incumbent on plot 5410 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4542, a right of way for pedestrians and vehicles, recorded under P.j. 1269 of 8 February 2010 (RS 77339, ID.2010/001942);
(d) incumbent on plot 5410 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4542, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77340, ID.2010/001943);
(e) incumbent on plot 5410 in particular, for the benefit of the separate and permanent surface rights registered on sheets Nos. 4542 and 4543, a right of way for pedestrians and vehicles (parking right), recorded under P.j. 1269 of 8 February 2010 (RS 77341, ID.2010/001944);
(f) incumbent on plot 5410 in particular, for the benefit of the separate and permanent surface rights registered on sheets Nos. 4542 and 4543, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77342, ID.2010/001945);
(g) incumbent on plot 5410 in particular, for the benefit of the separate and permanent surface rights registered on sheets Nos. 4542 and 4543 and of plot 247, and for the benefit of plot 5410 in particular, over plot 5409, a pipeline easement (waste water), recorded under P.j. 1269 of 8 February 2010 (RS 77343, ID.2010/001946);
(h) incumbent on plot 5410 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4543, a pipeline easement (rain water), recorded under P.j. 1269 of 8 February 2010 (RS 77344, ID.2010/001947);
(i) incumbent on plot 5410 in particular, for the benefit of plot 247, a right of way for pedestrians and vehicles, recorded under P.j. 1269 of 8 February 2010 (RS 77345, ID.2010/001948);
(j) incumbent on plot 5410 in particular, for the benefit of plot 247, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77346, ID.2010/001949);
(k) incumbent on plot 5410, for the benefit of the separate and permanent surface right registered on sheet No. 4542, an easement in respect of use as a car park, recorded under P.j. 1269 of 8 February 2010 (RS 77352, ID.2010/001955);
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(l) incumbent on plot 5410, a surface easement registered on sheet No. 4542 as a separate and permanent right until 4 February 2109, recorded under P.j. 1269 of 8 February 2010 (RS 77336, ID.2010/001908);
(m) incumbent on plot 5410, a surface easement registered on sheet No. 4543 as a separate and permanent right until 4 February 2109, recorded under P.j. 1269 of 8 February 2010 (RS 77337, ID.2010/001911); and
(n) incumbent on plot 5410, a surface easement registered on sheet No. 4544 as a separate and permanent right until 4 February 2109, recorded under P.j. 1269 of 8 February 2010 (RS 77338, ID.2010/001915).
2.6. Mortgages
The building is not the subject of any mortgage in the Land Register.
2.7. Zone
The notary declares that, according to the attached attestation (Annex No. 4), the building is situated partly in a green zone and partly in zone 3.
3.1. Property
Commune of Geneva, Petit-Saconnex section
"182, rue de Lausanne"
Plot 247
No. A591 Building area 39 m2
No. A592 Kindergarten area 174 m2
No. A593 Private school area 77 m²
No. A594 IGO offices area 8 m2
No. A595 IGO offices area 23 m2
No. A596 IGO offices area 38 m2
No. A686 Kindergarten area 209 m2
No. A759 IGO offices incorporated into DDP No. 4543 (total area 2,122 m2, over several buildings) area 1,235 m2
No. A760 Underground building incorporated into DDP No. 4543 (over several buildings) total area 1,332 m2
Total area of the plot 13,414 m2
Hereinafter called: the building.
3.2. Origin of ownership
The STATE is the owner of the building by virtue of having acquired it from the INTERNATIONAL LABOUR ORGANIZATION, as attested by the deed of exchange recorded in the Land Register under P.j.A 1519 of 8 July 1975.
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3.3. Mentions
There are no mentions regarding the building in the Land Register.
3.4. Annotations
There are no annotations regarding the building in the Land Register other than the following:
(a) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001912); and
(b) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID. 2010/001914).
3.5. Easements and land charges
The building is not subject to any easement or land charge in the Land Register other than the following:
(a) incumbent on plot 247 in particular, for the benefit of the separate and permanent surface rights registered on sheets Nos. 4542 and 4543, a right of way for pedestrians and vehicles (parking right), recorded under P.j. 1269 of 8 February 2010 (RS 77341, ID.2010/001944);
(b) incumbent on plot 247 in particular, for the benefit of the separate and permanent surface rights registered on sheets Nos. 4542 and 4543, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77342, ID.2010/001945);
(c) incumbent on plot 247 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4543, and for the benefit of plot 247 in particular, over plots 5409 and 5410, a pipeline easement (waste water), recorded under P.j. 1269 of 8 February 2010 (RS 77343, ID.2010/001946);
(d) over plot 247 in particular, for the benefit of the separate and permanent surface right registered on sheet No. 4543, a pipeline easement (rain water), recorded under P.j. 1269 of 8 February 2010 (RS 77344, ID.2010/001947);
(e) for the benefit of plot 247, over plot 5410 and the separate and permanent surface right registered on sheet No. 4543, a right of way for pedestrians and vehicles, recorded under P.j. 1269 of 8 February 2010 (RS 77345, ID.2010/001948);
(f) for the benefit of plot 247, over plot 5410 and the separate and permanent surface right registered on sheet No. 4543, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77346, ID.2010/001949); and
(g) incumbent on plot 247 in particular, a surface easement registered on sheet No. 4543 as a separate and permanent right, until 4 February 2109, recorded under P.j. 1269 of 8 February 2010 (RS 77337, ID.2010/001911).
3.6. Mortgages
The building is not the subject of any mortgage in the Land Register.
3.7. Zone
The notary declares that, according to the attached attestation (Annex No. 4), the building is situated partly in a green zone and partly in zone 3.
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F. The WORLD TRADE ORGANIZATION is registered in the Land Register as the sole owner of the building comprising the separate and permanent right registered as follows:
4.1. Property
Commune of Geneva, Petit-Saconnex section
"Mon-Repos"
DDP No. 4542
No. A581 IGO offices area 5,157 m2
No. A664 IGO offices area 1,231m2
No. A727 Underground building total area 55 m²
No. A761 Underground building total area 102 m²
Total area of the surface right 9,999 m2
Hereinafter called: the building.
4.2. Origin of ownership
The WTO is the owner of the surface right by virtue of having acquired it from the STATE, as attested by the deed constituting a surface easement received by the undersigned notary on 2 June 1995, registered as a separate and permanent right in the Land Register under P.j. 1269 of 8 February 2010.
4.3. Mentions
There are no mentions regarding the building.
4.4. Annotations
There are no annotations regarding the building in the Land Register other than the following:
(a) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001909); and
(b) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID. 2010/001910).
4.5. Easements and land charges
The building is not subject to any easement or land charge in the Land Register other than the following:
(a) incumbent on DDP No. 4542, for the benefit of the separate and permanent surface right registered on sheet No. 4543, and for the benefit of DDP No. 4542, over plots 5409 and 5410, a pipeline easement (waste water), recorded under P.j. 1269 of 8 February 2010 (RS 77343, ID.2010/001946);
(b) for the benefit of DDP No. 4542, over plots 5409 and 5410, a right of way for pedestrians and vehicles, recorded under P.j. 1269 of 8 February 2010 (RS 77339, ID.2010/001942);
(c) for the benefit of DDP No. 4542, over plots 5409 and 5410, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77340, ID.2010/001943);
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(d) for the benefit of DDP No. 4542, over plots 5410 and 247, a right of way for pedestrians and vehicles (parking right), recorded under P.j. 1269 of 8 February 2010 (RS 77341, ID.2010/001944);
(e) for the benefit of DDP No. 4542, over plots 5410 and 247, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77342, ID.2010/001945); and
(f) for the benefit of DDP No. 4542, over plot 5410, an easement in respect of use as a car park, recorded under P.j. 1296 of 8 February 2010 (RS 77352, ID.2010/001955).
4.6. Mortgages
The building is not the subject of any mortgage in the Land Register.
G. The FOUNDATION FOR BUILDINGS FOR INTERNATIONAL ORGANISATIONS (FIPOI) is registered in the Land Register as the sole owner of the buildings comprising the separate and permanent rights registered as follows:
5.1. Property
Commune of Geneva, Petit-Saconnex section
"Mon-Repos"
DDP No. 4543 ("Conference room")
No. A759 IGO offices (over several buildings) total area 2,122 m2
No. A760 Underground building (over several buildings) total area 1,332 m2
Total area of the surface right 2,592 m2
Hereinafter called: the building.
5.2. Origin of ownership
The FIPOI is the owner of the surface right by virtue of having acquired it from the STATE, as attested by the deed constituting a surface easement received by the undersigned notary on 2 June 1995, registered as a separate and permanent right in the Land Register under P.j. 1269 of 8 February 2010.
5.3. Mentions
There are no mentions regarding the building.
5.4. Annotations
There are no annotations regarding the building in the Land Register other than the following:
(c) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001912); and
(d) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID. 2010/001914).
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5.5. Easements and land charges
The building is not subject to any easement or land charge in the Land Register other than the following:
(a) over DDP No. 4543, for the benefit of plot 247, a right of way for pedestrians and vehicles, recorded under P.j. 1269 of 8 February 2010 (RS 77345, ID.2010/001948);
(b) over DDP No. 4543, for the benefit of plot 247, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77346, ID.2010/001949);
(c) for the benefit of DDP No. 4543, over plots 5410 and 247, a right of way for pedestrians and vehicles (parking right), recorded under P.j. 1269 of 8 February 2010 (RS 77341, ID.2010/001944);
(d) for the benefit of DDP No. 4543, over plots 5410 and 247, a pipeline easement, recorded under P.j. 1269 of 8 February 2010 (RS 77342, ID.2010/001945);
(e) for the benefit of DDP No. 4543, over plots 5409, 5410 and 247 and over the separate and permanent right registered on sheet No. 4542, a pipeline easement (waste water), recorded under P.j. 1269 of 8 February 2010 (RS 77343, ID.2010/001946); and
(f) for the benefit of DDP No. 4543, over plots 5410 and 247, a pipeline easement (rain water), recorded under P.j. 1269 of 8 February 2010 (RS 77344, ID.2010/001947).
5.6. Mortgages
The building is not the subject of any mortgage in the Land Register.
6.1. Property
DDP No. 4544 (so-called "gardener's house")
No. A584 Storage premises area 87 m2
No. A625 Storage premises total area 178 m2 (over several buildings)
No. A641 Storage premises total area 83 m2 (over several buildings)
Total area of the surface right 284 m2
Hereinafter called: the building.
6.2. Origin of ownership
The FIPOI is the owner of the surface rights by virtue of having acquired them from the STATE, as attested by the deed constituting a surface easement received by the undersigned notary on 2 June 1995, registered as a separate and permanent right in the Land Register under P.j. 1269 of 8 February 2010.
6.3. Mentions
There are no mentions regarding the building.
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6.4. Annotations
There are no annotations regarding the building in the Land Register other than the following:
(a) special terms for the right of reversion, entered under P.j. 1269 of 8 February 2010 (ID.2010/001916); and
(b) cancellation of the surface owner's statutory right of pre-emption, entered under P.j. 1269 of 8 February 2010 (ID. 2010/001918).
6.5. Easements and land charges
The building is not subject to any easement or land charge in the Land Register other than the following:
(a) over DDP No. 4544, for the benefit of the WTO – WORLD TRADE ORGANIZATION (OMC - ORGANISATION MONDIALE DU COMMERCE) (OMC – ORGANIZACIÓN MUNDIAL DEL COMERCIO), international organization in Geneva, an easement in respect of use as a garage and storage premises, recorded under P.j. 1269 of 8 February 2010 (RS 77349, ID.2010/001952); and
(b) over DDP No. 4544, for the benefit of the WTO – WORLD TRADE ORGANIZATION (OMC - ORGANISATION MONDIALE DU COMMERCE) (OMC – ORGANIZACIÓN MUNDIAL DEL COMERCIO), international organization in Geneva, an easement in respect of use as a car park, recorded under P.j. 1269 of 8 February 2010 (RS 77350, ID.2010/001953).
6.6. Mortgages
The building is not the subject of any mortgage in the Land Register.
H. PURPOSE OF THE DEED
Under the terms of this deed, in fulfilment of the Agreement reached on 1 August 2008, it is agreed:
1. to adapt the infrastructure contract;
2. to cancel the separate and permanent surface rights mentioned above, Nos. 4542, 4543 and 4544;
3. to create in their stead or place a new surface right, No. 5442, for the benefit of the FIPOI;
4. to create in their stead or place a new surface right, No. 5443, for the benefit of the WTO (CWR);
5. to create a new surface right, No. 5457, for the benefit of the WTO (extramuros extension);
6. to adapt and create the necessary easements, in particular for establishing the security perimeter for the WTO;
7. to create two contractual rights of pre-emption, one for the benefit of the STATE OF GENEVA and the other for the benefit of the SWISS CONFEDERATION; and
8. the foregoing to be followed by a chapter entitled "Final Clauses".
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I. RECORD OF TRANSFER AND DRAWINGS
For the following purposes, the parties here appearing have had compiled by Messrs. NEY & HURNI SA, chartered surveyors of Geneva, the record of transfer of ownership No. 46/2010 of 9 December 2010, amended on 14 March 2011 and verified on 23 August 2013 (Annex No. 5), approved by the Planning Board on 15 December 2010, together with four easement drawings dated 13 June 2013 (Annex No. 6).
An original copy signed by the parties here appearing and legalized by the notary is attached hereto.
The parties here appearing therefore declare and agree the following:
AGREEMENTS
1 ADAPTATION OF THE INFRASTRUCTURE CONTRACT
The provisions of the deed of 2 June 1995 concerning the infrastructure contract remain in force, but are adapted and supplemented as follows according to the Agreement of 1 August 2008:
Additional clauses and adaptations according to the Deed of 2 June 1995 Agreement of 1 August 2008 Adaptations: G. FUTURE INFRASTRUCTURE OF THE WTO G. INFRASTRUCTURE OF THE WTO
If the facilities of the Centre William Rappard In accordance with Article 2 of the Agreement reached on 1 are no longer sufficient to meet the August 2008, the entire CWR building and technical infrastructure needs of the WTO, the latter infrastructure will be renovated on the basis of the building expects that the Swiss Confederation will place plan agreed between the WTO and the SWISS at its disposal, free of charge, use of other CONFEDERATION. premises. In accordance with Article 3 of the agreement reached on 1 The Swiss Federal Council takes note of this August 2008, work will be conducted within the CWR to expectation. It declares that it is ready to place adapt and extend the premises within the existing footprint at the disposal of the WTO the necessary on the basis of a building plan agreed between the WTO and facilities on terms that take account of the the SWISS CONFEDERATION. interests of the Organization and correspond to This intramuros adaptation and extension will consist of: Switzerland's policy as a host country. The Swiss Federal Council furthermore declares a. creating a central hub in the northern courtyard to that it will enter into negotiations for this link up the main conference areas; this space will purpose with the WTO in good time. house the services needed for key activities of WTO Members; b. creating conference rooms in the southern courtyard (former IUHEI library); c. creating a meeting room on the ground floor where the delegates' cafeteria is currently located; d. transforming the current WTO library into a conference room; e. transforming the area located above the WTO library into a meeting room.
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The extramuros extension will consist mainly of:
a. building a new office building on the current parking area in front of the south entrance of the CWR; this building will accommodate: i. approximately 300 work places for WTO staff, together with the necessary associated facilities; ii. general services such as documents reproduction and the library; iii. a cafeteria with its production unit; iv. the thermal power installations serving the entire site; v. an underground car park for 200 vehicles. b. building a covered passageway between the main entrance of the CWR building and the William Rappard conference room. H. DECLARATION OF VALUE H. DECLARATION OF VALUE Additional clauses: 1. By mutual consent, those here appearing, in 3. The SWISS CONFEDERATION gives the WTO a non- their capacities, declare and acknowledge that repayable amount of FORTY-FIVE MILLION SWISS FRANCS the total value of the said buildings amounts to (Sw.fr. 45 million) for renovation of the Centre William FIFTY-SIX MILLION SWISS FRANCS (Sw.fr. 56 Rappard. million). 2. The parties certify that this deed states the 4. The SWISS CONFEDERATION lends to the FIPOI, so full and entire price (in other words the that it may lend on to the WTO, an amount of TWENTY gratuitous nature of the transactions) and that MILLION SWISS FRANCS (Sw.fr. 20 million) for the this price has not been modified by any other intramuros construction in the courtyards of the Centre arrangement; they also certify that they have William Rappard (intramuros extension / densification). been informed by the undersigned notary of The WTO undertakes to reimburse this loan on a regular the consequences that would ensue from any basis and within the time-limits prescribed. inaccuracy of this statement. If the surface right is transferred, the unamortized balance of the loan from the FIPOI shall be reimbursed to the FIPOI in full by the WTO and by the FIPOI to the SWISS CONFEDERATION, in accordance with the terms of the loan agreement. 5. The SWISS CONFEDERATION lends to the FIPOI, so that it may lend on to the WTO, an amount of FORTY MILLION SWISS FRANCS (Sw.fr. 40 million) for the extramuros extension to the new building. The WTO undertakes to reimburse this loan on a regular basis and within the time-limits prescribed. If the surface right is transferred, the unamortized balance of the loan from the FIPOI shall be reimbursed to the FIPOI in full by the WTO and by the FIPOI to the SWISS CONFEDERATION, in accordance with the terms of the loan
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agreement. If the FIPOI exercises its right of early reversion, the unamortized balance of the loan shall be deducted from the compensation due.
6. The SWISS CONFEDERATION gives the WTO a non- repayable amount of TEN MILLION SWISS FRANCS (Sw.fr. 10 million) to finance the building of the underground car park under the extramuros extension to the new building. 7. Lastly, the building of the perimeter protection that was the subject of the jury's report in the architectural competition of 16 September 2010 is financed according to the customary distribution of financing for security perimeters for international organizations in Geneva, i.e. 65% by the SWISS CONFEDERATION and 35% by the STATE.
I. UNDERTAKING TO SELL AND PURCHASE - I. UNDERTAKING TO SELL AND PURCHASE - RIGHT OF EMPTION RIGHT OF EMPTION Additional clauses: 9. The clauses above apply as from this day to the new surface right registered on sheet No. 5443 of the Commune of Geneva, Petit-Saconnex section (CWR and intramuros extension). According to the new numbering of the articles on the surface right, the reference to Article 5 relates to Article 4.5, that to Article 10(i) relates to Article 4.11.1.13, that to Article 11 relates to Article 4.12 and that to Article 12 relates to Article 4.13. 10. The following provisions apply to the surface right to be registered on sheet No. 5457 of the Commune of Geneva, Petit-Saconnex section (extramuros extension): 1. If the WTO ceases to use building No. A.581 10.1 If the WTO ceases to use the said surface right in order in order to use in its stead or place one or more to use in its stead or place one or more other buildings on the other buildings on the territory of the Canton of territory of the Canton of Geneva, the FIPOI undertakes to Geneva, the FIPOI undertakes to purchase from purchase from it, and it undertakes to sell to the FIPOI, the it, and it undertakes to sell to the FIPOI, the said surface right at a price equivalent to the market value, said surface right established over plot 246 for according to expert opinion, on the day of sale, of the the minimum price of FIFTY-SIX MILLION structures and fixed installations paid by the WTO from its SWISS FRANCS (Sw.fr. 56 million), not index- own funds. linked and without interest, payable upon registration of the said sale in the Land Register. The WTO shall furthermore be entitled to compensation within the meaning of Article 12 in respect of the investment of four million francs which it has already made in the Centre
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William Rappard and of any further investments it may make in the future, which shall be taken into account in an adequate manner. 2. As a guarantee of this undertaking, the WTO 10.2. As a guarantee of this undertaking, the WTO and the and the FIPOI agree to a right of emption for a FIPOI agree to a right of emption for a period of ten (10) period of ten (10) years as from this day, years as from this day, which shall be noted in the Land which shall be noted in the Land Register for Register for the longest statutory term. the longest statutory term. 10.3. The WTO accepts forthwith the principle of granting to 3. The WTO accepts forthwith the principle of the FIPOI an extension of the right of emption established in granting to the FIPOI an extension of the right this deed or a new right of emption when this expires, under of emption established in this deed or a new the same conditions, and so on as long as it is the owner of right of emption when this expires, under the the said surface right. These extensions, or the same conditions, and so on as long as it is the establishment of these new rights, shall be the subject of owner of the said surface right. These officially recorded instruments and the costs thereby extensions, or the establishment of these new incurred shall be borne by the STATE. rights, shall be the subject of officially recorded instruments and the costs thereby incurred shall be borne by the STATE. 4. (Article deleted inasmuch as the FIPOI will be the owner of the primary surface right.) 5. The SWISS CONFEDERATION undertakes to 10.4. The SWISS CONFEDERATION undertakes to provide provide the FIPOI, if and when the occasion the FIPOI, if and when the occasion arises, with the arises, with the necessary resources for such necessary resources for such purchase, without prejudice to purchase, without prejudice to the grant of a the grant of a payment credit by the Federal Chambers. payment credit by the Federal Chambers. Failing this, the WTO is forthwith authorized to sell the said Failing this, the WTO is forthwith authorized to surface right to a third party, provided that the latter comes sell the said surface right to a third party, within the objective stipulated in Article 5.5. provided the latter comes within the objective 10.5. On the other hand, if the WTO were to cease to use stipulated in the Article 5. the said surface right without using in its stead or place one 6. On the other hand, and as stated in Article or more other buildings on the territory of the Canton of 10(i) of the deed of 2 June 1995, if the WTO Geneva, this would be considered by the FIPOI as a were to cease to use the said building A.581 cessation of the utilization of the building for the purpose of without using in its stead or place one or more the surface right, according to Article 5.11.1.13. Accordingly, other buildings on the territory of the Canton of the FIPOI could exercise its right of early reversion as Geneva, this would be considered by the FIPOI stipulated below in Article 5.12. as a cessation of the utilization of the building for the purpose of the surface right. Accordingly, the FIPOI could exercise its right of early reversion as stipulated above in Article 11. (End of paragraph deleted inasmuch as the FIPOI will be the owner of the primary surface right.) 7. This difference of treatment is justified by the investments that have been made and will be made by the STATE in the physical
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In the event of any discrepancy, the provisions of the infrastructure contract and the foregoing additional clauses and adaptations shall take precedence over the modifications agreed below in respect of the relations between the WTO, on the one hand, and the SWISS CONFEDERATION, the STATE and the FIPOI, on the other.
2 CANCELLATION OF THE PRESENT SURFACE RIGHTS
The parties here appearing agree to cancel the present surface rights described above in greater detail, No. 4542 (Centre William Rappard, for the benefit of the WTO), ID.2010/001908, No. 4543 (Conference room, for the benefit of the FIPOI), ID.2010/001911, and No. 4544 (so-called "gardener's house", for the benefit of the FIPOI), ID. 2010/001915, the first two rights in practice being replaced by the surface rights created in accordance with the present deed and the third simply being cancelled because of the demolition of the current buildings and the integration of their site into the new surface rights.
The annotations entered, as stated above, under P.j. 1269 of 8 February 2010 (ID.2010/001909, ID.2010/001910, ID.2010/001912, ID.2010/001914, ID.2010/001916, ID.2010/001918) will therefore be cancelled.
The easements registered over or for the benefit of these separate and permanent rights are the subject of Chapter 6, ADAPTATION AND CREATION OF EASEMENTS, below.
3 CREATION OF A SURFACE RIGHT FOR THE BENEFIT OF THE FIPOI
The STATE and the FIPOI agree the following:
Article 3.1 - Creation of a primary surface right
3.1.1 The STATE establishes for the benefit of the FIPOI a personal primary surface easement over plots 247 and 5410 of the Commune of Geneva, Petit-Saconnex section, according to the transfer table set out above.
Article 3.2 - Nature
3.2.1 This surface right is a separate and permanent right within the meaning of Article 779, paragraph 3, of the Swiss Civil Code. It is registered in the Land Register on an individual sheet (No. 5442) as an immovable, in accordance with Article 943.2 of the Swiss Civil Code.
3.2.2. This surface right gives the beneficiary the right of ownership of the buildings constructed on the tenement subject to the surface right.
Article 3.3 - Entry into possession
3.3.1 The land subject to the surface right shall be made available when the former surface rights Nos. 4543 and 4544 registered for its benefit are cancelled, as provided above.
3.3.2 The STATE guarantees that the plots are not encumbered by any mortgage or by any annotation of a personal right or by any easement prohibiting attainment of the objective set forth in Article 3.5 of this surface right agreement.
3.3.3 Moreover, the land remains subject to or benefits from any positive or negative easements already recorded in the Land Register.
Article 3.4 - Duration
3.4.1 The surface right enters into effect from the date of its recording in the Land Register and shall have the longest statutory term, namely, ninety-nine (99) years.
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3.4.2 At least four years before the expiry of the surface right, the surface right owner shall notify the STATE of its intentions with regard to the extinction or a possible request for renewal/extension of the surface right.
3.4.3 Silence on the part of the surface right owner is deemed equivalent to its renunciation of renewal/extension of the surface right agreement, the surface right owner immediately undertaking to give its consent to the cancellation of the surface right in the Land Register by the STATE.
3.4.4 If the surface right agreement is renewed/extended, the STATE may adapt the clauses of the present surface right agreement to the framework conditions for hosting international organizations on Swiss territory and to the Statutes of the FIPOI in force on the date of renewal.
3.4.5 The renewal/extension of the surface right shall form the subject of a certified deed recorded in the Land Register.
Article 3.5 - Objective
3.5.1 The surface right grants the surface right owner the right to maintain the above-mentioned existing buildings on the part of the plot subject to the right and to construct other buildings, in accordance with the drawings that are the subject of building/renovation permits DD 102'209 of 19 November 2008, intramuros DD 102'894 of 7 May 2010, extramuros DD 103'724 of 13 October (rectif: December) 2010, construction of perimeter protection for the Centre William Rappard DD 104'997-4 of 19 July 2012, control and identification office (BCI) DD 105'185-4 of 12 December 2012, Chinese pavilion DD 104'904-4 of 9 May 2012, and authorization to demolish M 6447 of 13 December 2010, issued by the competent authority, and any additions thereto. The buildings are intended for the WTO or for other organizations specified in the current Statutes of the FIPOI.
In order to achieve this objective, the surface right owner may grant the WTO or other organizations specified in the Statutes of the FIPOI a secondary surface right.
3.5.2 The surface right owner undertakes to utilize the buildings throughout the term of the surface right agreement for purposes consistent with the objective of the present surface right agreement. Moreover, the surface right owner may not under any circumstances modify or authorize modification of the objective as defined in Article 3.5.1 without the agreement of the STATE.
Article 3.6 - Calculation of the rent
3.6.1 The ground rent is calculated at Sw.fr. 100 per m2 annually, corresponding to 5% of the value of the land determined at Sw.fr. 2,000 per m2. As the surface of the plot made available is 29,093 m2, the annual ground rent amounts to Sw.fr. 2,909,300.
3.6.2 The rent may be adjusted:
3.6.2.1 when the official Swiss consumer price index rises by at least 10 points;
3.6.2.2 every ten years in any event, in accordance either with the index mentioned in Article 3.6.2.1 or with price trends for land in the region whose situation, facilities and purpose are similar.
3.6.3 The index taken into account as the basis for calculation in the present surface right agreement is that of the month of July two thousand and thirteen, namely ninety-nine point zero (99.0) points (base: December 2010 = 100).
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Article 3.7 - Renunciation of rent
3.7.1 Given the position of the surface right owner, the STATE currently waives the right to receive rent. The STATE also renounces any guarantees concerning payment of the rent for the surface right.
3.7.2 The situations envisaged in Article 3.9.2 and 3.10.3 are reserved.
Article 3.8 - Transferability
3.8.1 The present surface right is transferable.
3.8.2 Any transfer is subject to prior consent by the STATE, which must be informed of the price. The STATE shall notify its decision within eight months of receiving the surface right owner's request by registered mail. If the period expires without any reply having been given, the STATE shall be deemed to have given its consent.
3.8.3 The STATE may only refuse its consent to the transfer if:
3.8.3.1 the personal obligations incumbent upon the surface right owner are not assumed by the new owner;
3.8.3.2 the transferee does not provide adequate guarantees of solvency;
3.8.3.3 the transferee does not undertake to continue using the building for purposes consistent with the surface right agreement; or
3.8.3.4 the price of the transfer is higher than the intrinsic value, according to expert opinion, of the structures and fixed installations on the date of transfer.
Article 3.9 - Effects of the transfer
3.9.1 In cases of transfer duly approved by the STATE, the surface right owner is freed from any liability resulting from the present surface right agreement, the rights and obligations derived therefrom being passed as a whole to the transferee.
3.9.2 On the hypothesis that the surface right is transferred to a third party, the amount, the forms of payment and the indexing of the rent and its guarantees could be revised so that payment of the surface right corresponds to the criteria customarily applied by the STATE for land in the region whose situation, facilities and purpose are similar.
3.9.3 In the event of a transfer, the STATE may exercise its statutory right of pre-emption. This right of pre-emption shall be exercised at the price corresponding to the intrinsic value of the buildings reduced by the value of the CWR, estimated to be Sw.fr. 56 million, and the total amount of the annual rent calculated in accordance with Article 3.6 but not paid since the plot was made available.
Article 3.10 - Surface right owner's right of disposal
3.10.1 The premises are in the first place utilized to meet the own needs of the organization designated in Article 3.5 and the needs of facilities with which it has strictly functional relations, for example, the restaurant, travel agency, print shop, etc.
3.10.2 If all or part of the surface is let, the following requirements in particular shall be met:
3.10.2.1 the premises may not be let or made available for a period longer than the duration of the surface right;
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3.10.2.2 the surface right owner undertakes to return the premises to the STATE free of any tenant or occupant upon the expiry of the surface right or the extension thereof; and
3.10.2.3 the rental shall not have the effect of modifying the use made of the building, as defined by the terms of the building permit and the provisions of the surface right agreement.
3.10.3 Depending on the terms of rental, the ground rent may be adjusted in accordance with the provisions of Article 3.9.2.
Article 3.11 - Surface right owner's obligations
3.11.1 The surface right owner undertakes:
3.11.1.1 to build and complete within a period of three years as of the date of signature of the present deed the structures and fixed installations for which the surface right has been established;
3.11.1.2 to maintain in a good state of repair and cleanliness the structures and fixed installations on the plots subject to the surface right; and to ensure their maintenance and that of any out-buildings;
3.11.1.3 generally to take all the necessary safety and hygiene measures;
3.11.1.4 to ensure that no hydrocarbons or products that could pollute the soil or water are poured onto the surface of the site of the surface right or anywhere else;
3.11.1.5 to recover carefully and store hydrocarbons and other products that could pollute the soil or water, in accordance with legal requirements;
3.11.1.6 to ensure that the debts secured by mortgages encumbering the surface right are specified as being repayable in full within at least three years prior to expiry of the right; this clause shall appear in immovable pledges and mortgage deeds if any;
3.11.1.7 to pay regularly and within the time-limits prescribed the contractual interest and principal on debts secured by mortgages encumbering the surface right;
3.11.1.8 to pay any Federal, Cantonal or communal taxes, the insurance premiums and other regular charges relating to the surface right and to the structures and fixed installations;
3.11.1.9 to pass on to any legal successor the personal obligations incumbent upon it by virtue of the present deed, together with the mortgage debts encumbering the surface right;
3.11.1.10 to facilitate supervision of the proper fulfilment of these obligations by the STATE;
3.11.1.11 to write off the structures and fixed installations pro rata in any event over the duration of the surface right so that upon expiry of the right they are completely written off;
3.11.1.12 to present the cases covered by Article 3.8 and 3.10 of the present surface right agreement to the STATE for prior approval;
3.11.1.13 punctually to fulfil the obligations incumbent upon it under the present surface right agreement and to ensure, in particular, that the use made of the building remains consistent with the objective of the present surface right agreement;
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3.11.1.14 to create all the easements required for exploitation of the building, together with those appearing in the terms of the building permit mentioned in Article 3.5; and
3.11.1.15 to take out insurance to cover both civil liability deriving from ownership of the buildings, as well as that derived from exploitation of activities by the surface right owner in the said building; to insure non-transportable structures, for an amount equivalent to their market value, against damage that may be caused by fire, water or natural forces; to pay the respective premiums regularly and to forward to the STATE, at its request, a certified copy of the relevant policies and proof of payment of the premiums.
3.11.2 If the FIPOI has granted a secondary surface right to an international organization, it shall be liable to the STATE for fulfilment by its surface right owner of the obligations listed in this Article.
Article 3.12 - Right of early reversion
3.12.1 Under the law, the STATE possesses a right of early reversion, which may be exercised if the surface right owner or the person entitled seriously exceeds the limits of its right in rem or seriously violates its legal and contractual obligations, in particular those laid down in Article 3.11.
3.12.2 The party granting the surface right ("superficiant") may only exercise its right of early reversion after unsuccessful warning and subject to one year's prior notice.
Article 3.13 - Effects of the exercise of the right of early reversion
3.13.1 In the event of reversion of the surface right before expiry of the term, in accordance with Article 3.12 above, the surface right becomes the property of the STATE, together with all the structures and fixed installations forming an integral part thereof, with the exception of the movables.
3.13.2 In such cases, the STATE shall owe the surface right owner compensation corresponding in total to that provided for the two secondary surface rights registered on sheets Nos. 5443 and 5457, calculated in accordance with Articles 4.13 and 5.13.
Article 779g, paragraph 1 in fine, of the Civil Code is reserved.
3.13.3 The clauses in this Article shall be noted in the Land Register, in accordance with Article 779b, paragraph 2, of the Civil Code.
3.13.4 The surface right owner may not demand any further compensation on any grounds whatsoever.
Article 3.14 - Effects of the extinction of the surface right upon expiry of the term
3.14.1 Upon the extinction of the surface right at the end of the initial term or of any extension, the structures and fixed installations established under this right shall become the property of the STATE.
3.14.2 The STATE shall owe the surface right owner compensation corresponding in total to that provided for the two secondary surface rights registered on sheets Nos. 5443 and 5457, calculated in accordance with Articles 4.14 and 5.14.
3.14.3 The clauses in Article 3.14.2 shall be noted in the Land Register, in accordance with Article 779b, paragraph 2, of the Civil Code.
3.14.4 The compensation may only be paid to the surface right owner with the consent of all the mortgage creditors.
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3.14.5 The surface right owner may not demand any further compensation on any grounds whatsoever.
Article 3.15 - Cancellation of registrations
3.15.1 Upon extinction of the surface right at the end of the term, the STATE may request cancellation of the registration of the surface right in the Land Register and of all related dues and charges, with the consent of the surface right owner as provided in Article 3.4.
Article 3.16 - Reminder of easements
3.16.1 The current easements have been recalled above and are adjusted below.
Article 3.17 - Waiver of the statutory right of pre-emption
3.17.1 The surface right owner waives its statutory right of pre-emption over the tenements to be subject to the surface right.
3.17.2 This waiver shall be noted in the Land Register.
Article 3.18 - Liability
3.18.1 The surface right owner shall be liable for any damage that may be caused to the STATE or to third parties as a result of the construction, maintenance, exploitation or presence of its buildings and installations and of the existence of the surface right, unless it determines the liability of third parties or a serious fault on the part of the STATE.
3.18.2 It shall represent the latter in any dispute with third parties concerning the existence or use of the surface right and shall meet the costs of such disputes.
3.18.3 The attention of the surface right owner is drawn to the fact that the land defined by the perimeter of the site of the present surface right is not recorded in the register of polluted sites. If, during the term of the surface right, it is found that the surface right owner has caused any pollution of the soil, it shall pay the costs of rehabilitating the land as a result of the pollution it caused.
Article 3.19 - Jurisdiction and law applicable
3.19.1 The place of jurisdiction for any dispute that might arise concerning the conclusion, interpretation or implementation of the present surface right agreement shall be Geneva.
3.19.2 This surface right agreement is subject to Swiss law.
Article 3.20 - Mediation and competent jurisdiction
3.20.1 Any dispute, disagreement or claim arising out of the agreement or relating to it, including those concerning its validity, its nullity, any violation thereof or withdrawal, are subject to mediation, according to the Rules of Commercial Mediation of the Geneva Chamber of Commerce in force at the date on which the request for mediation is lodged in accordance with these Rules.
The seat of mediation shall be Geneva. The mediation procedure shall take place in French.
3.20.2 If it is not possible fully to resolve the dispute, disagreement or claim by means of mediation within a period of sixty (60) days as from the date of confirmation or designation of the mediator(s) by the Chamber, the matter shall be brought before the ordinary courts.
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4 CREATION OF A SURFACE RIGHT FOR THE BENEFIT OF THE WTO (CWR)
The FIPOI and the WTO agree the following:
Article 4.1 - Creation of a secondary surface right
4.1.1 The FIPOI establishes for the benefit of the WTO a personal secondary surface easement over the surface right registered on sheet No. 5442 of the Commune of Geneva, Petit-Saconnex section, according to the transfer table set out above.
Article 4.2 - Nature
4.2.1 This surface right is a separate and permanent right within the meaning of Article 779, paragraph 3, of the Swiss Civil Code. It is registered in the Land Register on an individual sheet (No. 5443) as an immovable, in accordance with Article 943.2 of the Swiss Civil Code.
4.2.2 This surface right gives the beneficiary the right of ownership of the buildings constructed on the tenement subject to the surface right.
Article 4.3 - Entry into possession
4.3.1 The land subject to the surface right shall be made available when the former surface right No. 4542 registered for its benefit is cancelled, as provided above.
4.3.2 The FIPOI guarantees that the plot and the right that are the subject of the aforementioned surface right are not encumbered by any mortgage or by any annotation of a personal right or by any easement prohibiting attainment of the objective set forth in Article 4.5 of the present surface right agreement.
4.3.3 Moreover, the land remains subject to or benefits from any positive or negative easements already recorded in the Land Register.
Article 4.4 - Duration
4.4.1 The surface right enters into effect from the date of its recording in the Land Register and shall have the longest statutory term, namely, ninety-nine (99) years.
4.4.2 At least five years before the expiry of the surface right, the parties shall notify their intentions with regard to the extinction or renewal/extension of the surface right.
If the surface right owner requests renewal or extension of the surface right agreement, the party granting the surface right undertakes to request the renewal or extension of the primary surface right, in accordance with the clauses and terms of this surface right.
4.4.3 Silence on the part of the surface right owner is deemed equivalent to its renunciation of renewal/extension of the surface right agreement, the surface right owner immediately undertaking to give its consent to the cancellation of the surface right in the Land Register by the FIPOI.
4.4.4 If the surface right agreement is renewed/extended, following an understanding between the parties, the clauses of the present surface right may be adapted to the framework conditions for hosting international organizations on Swiss territory.
4.4.5 The renewal/extension of the surface right shall form the subject of a certified deed recorded in the Land Register.
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Article 4.5 - Objective
4.5.1 The secondary surface right grants the surface right owner the right to maintain and exploit the above-mentioned existing buildings on the part of the tenement subject to the right, and to build and exploit an administrative building for its own needs, in accordance with the drawings that are the subject of building/renovation permits DD 102'209 of 19 November 2008, intramuros DD 102'894 of 7 May 2010, construction of perimeter protection for the Centre William Rappard DD 104'997-4 of 19 July 2012, control and identification office (BCI) DD 105'185-4 of 12 December 2012, Chinese pavilion DD 104'904-4 of 9 May 2012, issued by the competent authority, and any additions thereto.
4.5.2 The surface right owner undertakes to utilize the buildings throughout the term of the surface right agreement for purposes consistent with the objective of the present surface right agreement. Moreover, the surface right owner may not under any circumstances modify the objective as defined above without the agreement of the FIPOI.
Article 4.6 - Rent for the surface right
4.6.1 No rent is payable by the surface right owner, the said surface right being free of charge.
4.6.2 The party granting the surface right nevertheless reserves the possibility of requiring rent for the surface right if the building is transferred, or if the purpose for which it is utilized or the surface right owner is modified.
Article 4.7 - Guarantee of rent for the surface right
4.7.1 No rent being payable by the surface right owner, no legal mortgage within the meaning of Article 779i and 779k of the Civil Code needs to be registered.
Article 4.8 - Transferability
4.8.1 The present surface right is transferable.
4.8.2 Any transfer is subject to prior consent by the FIPOI, which must be informed of the price. The FIPOI shall notify its decision within eight months of receiving the surface right owner's request by registered mail. If the period expires without any reply having been given, the FIPOI shall be deemed to have given its consent.
4.8.3 The FIPOI may only refuse its consent to the transfer if:
4.8.3.1 the personal obligations incumbent upon the surface right owner are not assumed by the new owner;
4.8.3.2 the transferee does not provide adequate guarantees of solvency; or
4.8.3.3 the transferee does not undertake to continue using the building for purposes consistent with the surface right agreement.
Article 4.9 - Effects of the transfer
4.9.1 In cases of transfer duly approved by the FIPOI, the surface right owner is freed from any liability resulting from the present surface right agreement, the rights and obligations derived therefrom being passed as a whole to the transferee.
4.9.2. In the event of a transfer, the FIPOI may exercise its statutory right of pre-emption.
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Article 4.10 - Surface right owner's right of disposal
4.10.1 The surface right owner may let or make available to third parties all or part of its premises after submitting the terms of the rental or disposal to the FIPOI so that it may ensure that the following requirements are met:
4.10.1.1 the premises may not be let or made available for a period longer than the duration of the surface right;
4.10.1.2 the surface right owner undertakes to return the premises to the FIPOI free of any tenant or occupant upon the expiry of the surface right or extension thereof; and
4.10.1.3 the rental shall not have the effect of modifying the use made of the building, as defined by the terms of the surface right agreement.
4.10.2 Depending on the terms of rental, the ground rent may be adjusted in accordance with the provisions of Article 4.9.2.
Article 4.11 - Surface right owner's obligations
4.11.1 The surface right owner undertakes:
4.11.1.1 to build and complete within a period of three years as of the date of signature of the present deed the structures and fixed installations for which the surface right has been established;
4.11.1.2 to maintain in a good state of repair and cleanliness the structures and fixed installations on the plots subject to the surface right and to protect the structure of the buildings and their external appearance (facades and roofs); and to ensure the maintenance of the said structures and installations and that of any out-buildings;
4.11.1.3 generally to take all the necessary safety and hygiene measures;
4.11.1.4 to ensure that no hydrocarbons or products that could pollute the soil or water are poured onto the surface of the site of the surface right or anywhere else;
4.11.1.5 to recover carefully and store hydrocarbons and other products that could pollute the soil or water, in accordance with legal requirements;
4.11.1.6 to ensure that the debts secured by mortgages encumbering the surface right are specified as being repayable in full within at least three years prior to expiry of the right; this clause shall appear in immovable pledges and mortgage deeds if any;
4.11.1.7 to pay regularly and within the time-limits prescribed the contractual interest and principal on debts secured by mortgages encumbering the surface right;
4.11.1.8 to pay any Federal, Cantonal or communal taxes, the insurance premiums and other regular charges relating to the surface right and to the structures and fixed installations;
4.11.1.9 to pass on to any legal successor the personal obligations incumbent upon it by virtue of the present deed, together with the mortgage debts encumbering the surface right;
4.11.1.10 to facilitate supervision of the proper fulfilment of these obligations by the FIPOI;
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4.11.1.11 to write off the structures and fixed installations pro rata in any event over the duration of the surface right so that upon expiry of the right they are completely written off, subject to the provisions of Article 4.4 and 4.13;
4.11.1.12 to present the cases covered by Article 4.8 and 4.10 of the present surface right agreement to the FIPOI for prior approval;
4.11.1.13 punctually to fulfil the obligations incumbent upon it under the present surface right agreement and to ensure, in particular, that the use made of the building remains consistent with the objective of the present surface right agreement;
4.11.1.14 to create all the easements required for exploitation of the building, together with those appearing in the terms of the building permit mentioned in Article 4.5; and
4.11.1.15 to take out insurance to cover both civil liability deriving from ownership of the buildings, as well as that derived from exploitation of activities by the surface right owner in the said building; to insure non-transportable structures, for an amount equivalent to their market value, against damage that may be caused by fire, water or natural forces; to pay the respective premiums regularly and to forward to the FIPOI, at its request, a certified copy of the relevant policies and proof of payment of the premiums.
Article 4.12 - Right of early reversion
4.12.1 Under the law, the FIPOI possesses a right of early reversion, which may be exercised if the surface right owner seriously exceeds the limits of its right in rem or seriously violates its contractual obligations, in particular those laid down in Article 4.11.
4.12.2 The party granting the surface right may only exercise its right of early reversion after unsuccessful warning and subject to one year's prior notice.
Article 4.13 - Effects of the exercise of the right of early reversion
4.13.1 In the event of reversion of the surface right before expiry of the term, in accordance with Article 4.12 above, the surface right becomes the property of the FIPOI, together with all the structures and fixed installations forming an integral part thereof, with the exception of the movables.
4.13.2 Inasmuch as the present right has been established by the FIPOI free of charge, it shall not owe any compensation to the surface right owner for the buildings and fixed installations as recorded by the chartered surveyor in record of transfer 46/2010 attached hereto, unless otherwise agreed in the form of a legal document.
4.13.3 If the surface right owner has built or taken over new buildings or fixed installations at its own expense, the FIPOI shall owe the surface right owner compensation equivalent at the most to the intrinsic value, according to expert opinion, of the structures and fixed installations at the date of expiry, taking into account their state of obsolescence and upkeep.
4.13.4 Intrinsic value means that of the cubic metres of the structure, taking into account its state of obsolescence and upkeep. Experts shall be designated by mutual agreement; if there is no agreement, they shall be designated in accordance with the general arbitration clause below.
4.13.5 The clauses in this Article shall be noted in the Land Register, in accordance with Article 779b, paragraph 2, of the Civil Code.
4.13.6 The surface right owner may not demand any further compensation on any grounds whatsoever.
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Article 4.14 - Effects of the extinction of the surface right upon expiry of the term
4.14.1 Upon the extinction of the surface right at the end of the initial term or of any extension, the structures and fixed installations established under this right shall become the property of the FIPOI.
4.14.2 The parties agree the following:
4.14.2.1 If the owner of the primary surface right does not renew the surface right but retains the structures and fixed installations with a view to subsequent use of any nature, it shall not owe any compensation to the surface right owner for the existing structures and fixed installations as recorded by the chartered surveyor in record of transfer 46/2010 attached hereto, unless otherwise agreed in the form of a legal document.
4.14.2.2 If the surface right owner has built or taken over new buildings or fixed installations at its own expense, the owner of the primary surface right shall pay the surface right owner compensation equivalent at the most to the intrinsic value, according to expert opinion, of the structures and fixed installations at the date of expiry of the surface right, taking into account their state of obsolescence and upkeep.
4.14.2.3 Intrinsic value means that of the cubic metres of the structure, taking into account its state of obsolescence and upkeep. Experts shall be designated by mutual agreement; if there is no agreement, they shall be designated in accordance with the general arbitration clause below.
4.14.2.4 If the surface right owner renounces any request for an extension of the surface right, the owner of the primary surface right, namely the FIPOI, shall not pay any compensation to the surface right owner for the structures and fixed installations returned to it, even if it retains them with a view to subsequent use of any nature whatsoever.
4.14.3 The clauses in Article 4.14.2 shall be noted in the Land Register, in accordance with Article 779b, paragraph 2, of the Civil Code.
4.14.4 The compensation may only be paid to the surface right owner with the consent of all the mortgage creditors.
4.14.5 The surface right owner may not demand any further compensation on any grounds whatsoever.
Article 4.15 - Cancellation of registrations
4.15.1 Upon extinction of the surface right at the end of the term, the FIPOI may request cancellation of the registration of the surface right in the Land Register and of all related dues and charges, with the consent of the surface right owner as provided in Article 4.4.
Article 4.16 - Reminder of easements
4.16.1 The current easements have been recalled above and are adjusted below.
Article 4.17 - Waiver of the statutory right of pre-emption
4.17.1 The surface right owner waives its statutory right of pre-emption over the tenements to be subject to the surface right.
4.17.2 This waiver shall be noted in the Land Register.
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Article 4.18 - Liability
4.18.1 The surface right owner shall be liable for any damage that may be caused to the FIPOI or to third parties as a result of the construction, maintenance, exploitation or presence of its buildings and installations and of the existence of the surface right, unless it determines the liability of third parties or a serious fault on the part of the FIPOI.
4.18.2 The attention of the surface right owner is drawn to the fact that the land defined by the perimeter of the site of the present surface right is not recorded in the register of polluted sites. If, during the term of the surface right, it is found that the surface right owner has caused any pollution of the soil, it shall pay the costs of rehabilitating the land as a result of the pollution it caused.
Article 4.19 - Law applicable
4.19.1 This surface right agreement is subject to Swiss law, without prejudice to the privileges and immunities granted to the WTO under the agreement of 2 June 1995 between the SWISS CONFEDERATION and the WORLD TRADE ORGANIZATION determining the legal status of the Organization in Switzerland (RS 0.192.122.632).
Article 4.20 – Mediation and competent jurisdiction
4.20.1 Any dispute that might arise concerning the conclusion, interpretation or implementation of this surface right agreement shall be referred to an arbitration tribunal, in accordance with the agreement of 2 June 1995 between the SWISS CONFEDERATION and the WTO.
4.20.2 If the WTO is no longer the owner of this surface right, the following provisions shall apply:
4.20.2.1 Any dispute, disagreement or claim arising out of the agreement or relating to it, including those concerning its validity, its nullity, any violation thereof or withdrawal, are subject to mediation, according to the Rules of Commercial Mediation of the Geneva Chamber of Commerce in force at the date on which the request for mediation is lodged in accordance with these Rules.
The seat of mediation shall be Geneva. The mediation procedure shall take place in French.
4.20.2.2 If it is not possible fully to resolve the dispute, disagreement or claim by means of mediation within a period of sixty (60) days as from the date of confirmation or designation of the mediator(s) by the Chamber, the matter shall be brought before the ordinary courts.
5 CREATION OF A SURFACE RIGHT FOR THE BENEFIT OF THE WTO
(EXTRAMUROS EXTENSION)
The FIPOI and the WTO further agree the following:
Article 5.1 - Creation of a secondary surface right
5.1.1 The FIPOI establishes for the benefit of the WTO a personal secondary surface easement over the surface right registered on sheet No. 5442 of the Commune of Geneva, Petit-Saconnex section, according to the transfer table set out above.
Article 5.2 - Nature
5.2.1 This surface right is a separate and permanent right within the meaning of Article 779, paragraph 3, of the Swiss Civil Code. It is registered in the Land Register on an individual sheet (No. 5457) as an immovable, in accordance with Article 943.2 of the Swiss Civil Code.
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5.2.2 This surface right gives the beneficiary the right of ownership of the buildings constructed on the tenement subject to the surface right.
Article 5.3 - Entry into possession
5.3.1 The land subject to the surface right shall be made available when the former surface right No. 4542 registered for its benefit is cancelled, as provided above.
5.3.2 The FIPOI guarantees that the plot and the right that are the subject of the aforementioned surface right are not encumbered by any mortgage or by any annotation of a personal right or by any easement prohibiting attainment of the objective set forth in Article 5.5 of the present surface right agreement.
5.3.3 Moreover, the land remains subject to or benefits from any positive or negative easements already recorded in the Land Register.
Article 5.4 - Duration
5.4.1 The surface right enters into effect from the date of its recording in the Land Register and shall have the longest statutory term, namely, ninety-nine (99) years.
5.4.2 At least five years before the expiry of the surface right, the parties shall notify their intentions with regard to the extinction or renewal/extension of the surface right.
If the surface right owner requests renewal or extension of the surface right agreement, the party granting the surface right undertakes to request the renewal or extension of the primary surface right, in accordance with the clauses and terms of this surface right.
5.4.3 Silence on the part of the surface right owner is deemed equivalent to its renunciation of renewal/extension of the surface right agreement, the surface right owner immediately undertaking to give its consent to the cancellation of the surface right in the Land Register by the FIPOI.
5.4.4 If the surface right agreement is renewed/extended, following an understanding between the parties, the clauses of the present surface right may be adapted to the framework conditions for hosting international organizations on Swiss territory.
5.4.5 The renewal/extension of the surface right shall form the subject of a certified deed recorded in the Land Register.
Article 5.5 - Objective
5.5.1 The secondary surface right grants the surface right owner the right to build and exploit an administrative building for its own needs, in accordance with the drawings that are the subject of building permits extramuros DD 103'724 of 13 October (rectif: December) 2010, construction of perimeter protection for the Centre William Rappard DD 104'997-4 of 19 July 2012, and authorization to demolish M 6447 of 13 December 2010, issued by the competent authority, and any additions thereto.
5.5.2 The surface right owner undertakes to utilize the buildings throughout the term of the surface right agreement for purposes consistent with the objective of the present surface right agreement. Moreover, the surface right owner may not under any circumstances modify the objective as defined above without the agreement of the FIPOI.
Article 5.6 - Calculation of the rent
5.6.1 The ground rent is calculated at Sw.fr. 100 per m2 annually, corresponding to 5% of the value of the land determined at Sw.fr. 2,000 per m2. As the surface of the plot made available is 6,182 m2, the annual ground rent amounts to Sw.fr. 618,200.
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5.6.2 The rent may be adjusted:
5.6.2.1 when the official Swiss consumer price index rises by at least 10 points;
5.6.2.2 every ten years in any event, in accordance either with the index mentioned in Article 5.6.2.1 or with price trends for land in the region whose situation, facilities and purpose are similar.
5.6.3. The index taken into account as the basis for calculation in the present surface right agreement is that of the month of July two thousand and thirteen, namely ninety-nine point zero (99.0) points (base: December 2010 = 100).
Article 5.7 - Renunciation of rent
5.7.1 Given the position of the surface right owner, the FIPOI currently waives the right to receive rent. The FIPOI also renounces any guarantees concerning payment of the rent for the surface right.
5.7.2 The situations envisaged in Article 5.9.2 and 5.10.5 are reserved.
Article 5.8 - Transferability
5.8.1 The present surface right is transferable.
5.8.2 Any transfer is subject to prior consent by the FIPOI, which must be informed of the price. The FIPOI shall notify its decision within eight months of receiving the surface right owner's request by registered mail. If the period expires without any reply having been given, the FIPOI shall be deemed to have given its consent.
5.8.3 The FIPOI may only refuse its consent to the transfer if:
5.8.3.1 the personal obligations incumbent upon the surface right owner are not assumed by the new owner;
5.8.3.2 the transferee does not provide adequate guarantees of solvency; or
5.8.3.3 the transferee does not undertake to continue using the building for purposes consistent with the surface right agreement.
Article 5.9 - Effects of the transfer
5.9.1 In cases of transfer duly approved by the FIPOI, the surface right owner is freed from any liability resulting from the present surface right agreement, the rights and obligations derived therefrom being passed as a whole to the transferee.
5.9.2 On the hypothesis that the surface right is transferred to a third party, the amount, the forms of payment and the indexing of the rent and its guarantees could be revised so that payment of the surface right corresponds to the criteria customarily applied by the State for land in the region whose situation, facilities and purpose are similar.
5.9.3 In the event of a transfer, the FIPOI may exercise its statutory right of pre-emption.
Article 5.10 - Surface right owner's right of disposal
5.10.1 The surface right owner shall in the first place utilize its premises to meet its own needs and the needs of facilities with which it has functional relations, such as the restaurant, travel agency, print shop, etc.
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5.10.2 If the surface right owner wishes to let the premises for which it has no immediate use, it should as a priority let them at cost price to:
- an intergovernmental organization,
- an international institution,
- a quasi-governmental international organization,
- a secretariat or other body established by international treaty,
- an independent commission,
- an arbitration tribunal,
- an international court, or
- another international body,
as defined in the Federal Act on the Privileges, Immunities and Facilities and the Financial Subsidies granted by Switzerland as a Host State (Host State Act ("HSA")) (RS192.12), otherwise, to an international non-governmental organization, on preferential terms.
The surface right owner shall submit the terms for making the premises available to the FIPOI for approval.
5.10.3 If the surface right owner is unable to find a beneficiary as defined in the preceding paragraph, it may, with the express consent of the FIPOI, let part of its premises to third parties that have no functional relations with it. The terms for making the premises available shall be the subject of an agreement between the surface right owner and the FIPOI.
5.10.4 If the premises are let, the following requirements in particular shall be met:
5.10.4.1 the premises may not be let or made available for a period longer than the duration of the surface right;
5.10.4.2 the surface right owner undertakes to return the premises to the FIPOI free of any tenant or occupant upon the expiry of the surface right or extension thereof; and
5.10.4.3 the rental shall not have the effect of modifying the use made of the building, as defined by the terms of the building permit and the provisions of the surface right agreement.
5.10.5 Depending on the terms of rental, the ground rent may be adjusted in accordance with the provisions of Article 5.9.2.
Article 5.11 - Surface right owner's obligations
5.11.1 The surface right owner undertakes:
5.11.1.1 to build and complete within a period of three years as of the date of signature of the present deed the structures and fixed installations for which the surface right has been established;
5.11.1.2 to maintain in a good state of repair and cleanliness the structures and fixed installations on the plots subject to the surface right and to protect the structure of the buildings and their external appearance (facades and roofs);
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and to ensure the maintenance of the said structures and installations and that of any out-buildings;
5.11.1.3 generally to take all the necessary safety and hygiene measures;
5.11.1.4 to ensure that no hydrocarbons or products that could pollute the soil or water are poured onto the surface of the site of the surface right or anywhere else;
5.11.1.5 to recover carefully and store hydrocarbons and other products that could pollute the soil or water, in accordance with legal requirements;
5.11.1.6 to ensure that the debts secured by mortgages encumbering the surface right are specified as being repayable in full within at least three years prior to expiry of the right; this clause shall appear in immovable pledges and mortgage deeds if any;
5.11.1.7 to pay regularly and within the time-limits prescribed the contractual interest and principal on debts secured by mortgages encumbering the surface right;
5.11.1.8 to pay any Federal, Cantonal or communal taxes, the insurance premiums and other regular charges relating to the surface right and to the structures and fixed installations;
5.11.1.9 to pass on to any legal successor the personal obligations incumbent upon it by virtue of the present deed, together with the mortgage debts encumbering the surface right;
5.11.1.10 to facilitate supervision of the proper fulfilment of these obligations by the FIPOI;
5.11.1.11 to write off the structures and fixed installations pro rata in any event over the duration of the surface right so that upon expiry of the right they are completely written off, subject to the provisions of Article 5.4 and 5.13;
5.11.1.12 to present the cases covered by Article 5.8 and 5.10 of the present surface right agreement to the FIPOI for prior approval;
5.11.1.13 punctually to fulfil the obligations incumbent upon it under the present surface right agreement and to ensure, in particular, that the use made of the building remains consistent with the objective of the present surface right agreement;
5.11.1.14 to create all the easements required for exploitation of the building, together with those appearing in the terms of the building permit mentioned in Article 5.5; and
5.11.1.15 to take out insurance to cover both civil liability deriving from ownership of the buildings, as well as that derived from exploitation of activities by the surface right owner in the said building; to insure non-transportable structures, for an amount equivalent to their market value, against damage that may be caused by fire, water or natural forces; to pay the respective premiums regularly and to forward to the FIPOI, at its request, a certified copy of the relevant policies and proof of payment of the premiums.
Article 5.12 - Right of early reversion
5.12.1 Under the law, the FIPOI possesses a right of early reversion, which may be exercised if the surface right owner seriously exceeds the limits of its right in rem or seriously violates its legal and contractual obligations, in particular those laid down in Article 5.11.
5.12.2 The party granting the surface right may only exercise its right of early reversion after unsuccessful warning and subject to one year's prior notice.
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Article 5.13 - Effects of the exercise of the right of early reversion
5.13.1 In the event of reversion of the surface right before expiry of the term, in accordance with Article 5.12 above, the surface right becomes the property of the FIPOI, together with all the structures and fixed installations forming an integral part thereof, with the exception of the movables.
5.13.2 If the surface right owner has built or taken over buildings or fixed installations at its own expense, the FIPOI shall owe the surface right owner compensation equivalent at the most to the market value, according to expert opinion, of the structures and fixed installations paid by the WTO at the date of expiry.
5.13.3 The clauses in this Article shall be noted in the Land Register, in accordance with Article 779b, paragraph 2, of the Civil Code.
5.13.4 The surface right owner may not demand any further compensation on any grounds whatsoever.
Article 5.14 - Effects of the extinction of the surface right upon expiry of the term
5.14.1 Upon the extinction of the surface right at the end of the initial term or of any extension, the structures and fixed installations established under this right shall become the property of the FIPOI.
5.14.2 The parties agree the following:
5.14.2.1 If the owner of the primary surface right does not renew the surface right but retains the structures and fixed installations with a view to subsequent use of any nature, it shall owe compensation to the surface right owner for the structures and fixed installations it has built or taken over at its own expense; the maximum amount of this compensation shall be equivalent to the market value, according to expert opinion, of the structures and fixed installations paid by the WTO, at the date of expiry.
5.14.2.2 If the surface right owner renounces any request for an extension of the surface right, the owner of the primary surface right, namely, the FIPOI, shall not pay any compensation to the surface right owner for the structures and fixed installations returned to it, even if it retains them with a view to subsequent use of any nature whatsoever.
5.14.3 The clauses in Article 5.14.2 shall be noted in the Land Register, in accordance with Article 779b, paragraph 2, of the Civil Code.
5.14.4 The compensation may only be paid to the surface right owner with the consent of all the mortgage creditors.
5.14.5 The surface right owner may not demand any further compensation on any grounds whatsoever.
Article 5.15 - Cancellation of registrations
5.15.1 Upon extinction of the surface right at the end of the term, the FIPOI may request cancellation of the registration of the surface right in the Land Register and of all related dues and charges, with the consent of the surface right owner as provided in Article 5.4.
Article 5.16 - Reminder of easements
5.16.1 The current easements have been recalled above and are adjusted below.
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Article 5.17 - Waiver of the statutory right of pre-emption
5.17.1 The surface right owner waives its statutory right of pre-emption over the tenements to be subject to the surface right.
5.17.2 This waiver shall be noted in the Land Register.
Article 5.18 - Liability
5.18.1 The surface right owner shall be liable for any damage that may be caused to the FIPOI or to third parties as a result of the construction, maintenance, exploitation or presence of its buildings and installations and of the existence of the surface right, unless it determines the liability of third parties or a serious fault on the part of the FIPOI.
5.18.2 The attention of the surface right owner is drawn to the fact that the land defined by the perimeter of the site of the present surface right is not recorded in the register of polluted sites. If, during the term of the surface right, it is found that the surface right owner has caused any pollution of the soil, it shall pay the costs of rehabilitating the land as a result of the pollution it caused.
Article 5.19 - Law applicable
5.19.1 This surface right agreement is subject to Swiss law, without prejudice to the privileges and immunities granted to the WTO under the agreement of 2 June 1995 between the SWISS CONFEDERATION and the WORLD TRADE ORGANIZATION determining the legal status of the Organization in Switzerland (RS 0.192.122.632).
Article 5.20 – Mediation and competent jurisdiction
5.20.1 Any dispute that might arise concerning the conclusion, interpretation or implementation of this surface right agreement shall be referred to an arbitration tribunal, in accordance with the agreement of 2 June 1995 between the SWISS CONFEDERATION and the WTO.
5.20.2 If the WTO is no longer the owner of this surface right, the following provisions shall apply:
5.20.2.1 Any dispute, disagreement or claim arising out of the agreement or relating to it, including those concerning its validity, its nullity, any violation thereof or withdrawal, are subject to mediation, according to the Rules of Commercial Mediation of the Geneva Chamber of Commerce in force at the date on which the request for mediation is lodged in accordance with these Rules.
The seat of mediation shall be Geneva. The mediation procedure shall take place in French.
5.20.2.2 If it is not possible fully to resolve the dispute, disagreement or claim by means of mediation within a period of sixty (60) days as from the date of confirmation or designation of the mediator(s) by the Chamber, the matter shall be brought before the ordinary courts.
6 ADAPTATION AND CREATION OF EASEMENTS
6.1 Cancellation of former easements:
6.1.1 The easements referred to above in the preliminary statement of facts, paragraphs 4.5 (DDP No. 4542), 5.5 (DDP No. 4543) and 6.5 (DDP No. 4544), are cancelled and replaced by those created below, in accordance with the sites and needs of the new DDPs.
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6.1.2 It is noted that the sites of the personal easements (easement in respect of use as a garage and storage premises and easement in respect of use for the purpose of parking) previously incorporated for the benefit of the WTO into DDP No. 4544 are within the perimeter of the new DDPs established for the benefit of the WTO.
6.2 Creation of new easements (taking precedence over all annotations):
6.2.1 Exclusive use easement
In order to provide the WTO with a security perimeter, it is agreed to create an exclusive use easement for the benefit of DDP No. 5443, incumbent on plot 247, to be exercised on the site appearing in grid No. F1 of drawing No. 1 attached hereto.
The dominant tenement may establish on this site an architectural structure for security purposes (perimeter protection for the Centre William Rappard).
6.2.2 Right of usufruct
In order to give the WTO a personal guarantee of full right of enjoyment of the buildings situated there, it is agreed to create a right of usufruct for the benefit of the WTO, incumbent on plot 247, also to be exercised over the site appearing in grid No. F1 of drawing No. 1 attached hereto.
The duration of this usufruct shall be the same as that of the surface right registered on sheet No. 5443 of the Commune of Geneva, Petit-Saconnex section, namely ninety-nine (99) years as of the date of registration of the deed in the Land Register.
Nevertheless, this right of usufruct is subject to the condition subsequent to the effect that the WTO is the owner of the said surface right. Otherwise, the right may be cancelled at the simple request of the owner.
6.2.3 Underground right of way
It is agreed to create an underground right of way for pedestrians for the benefit of DDP No. 5443, incumbent on plot 5410 and on DDP No. 5442, to be exercised on the site appearing in grid No. C1 of drawing No. 2 attached hereto.
Maintenance of underground services is the exclusive responsibility of the dominant tenement.
6.2.4 Right of way for pedestrians and vehicles
It is agreed to create a right of way for pedestrians and vehicles for the benefit of DDP No. 5442, shared with the servient tenement and to be exercised on the part of DDP No. 5443 appearing in grid No. C2 of easement drawing No. 3 attached hereto.
Maintenance of the right of way is the responsibility of the servient tenement.
The part of the site of the easement to be exercised over plot 247 and the easement of use for parking spaces appearing in grid No. F1 of the aforesaid easement drawing shall be the subject of a separate deed.
6.2.5 Pipeline easements
It is agreed to create:
(a) For the benefit of DDP Nos. 5442 and 5443, over plot 5410, a waste water easement to be exercised over the site appearing in grid No. G1 of easement drawing No. 4 attached hereto;
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(b) For the benefit of DDP Nos. 5442 and 5443, over plots 5409 and 5410, a rain water easement to be exercised over the site appearing in grid No. G3 of the aforesaid easement drawing; and
(c) For the benefit of DDP Nos. 5442, 5443 and 5457, over plot 5410, a drinking water easement to be exercised over the site appearing in grid No. G4 of the aforesaid easement drawing.
Maintenance of these pipelines shall be one half (1/2) incumbent upon DDP No. 5442 and one quarter (1/4) each incumbent upon DDP Nos. 5443 and 5457.
6.3 Subsequent creation of pipeline easements:
The Genève-Lac-Nations (GLN) and gas pipeline easements for the benefit of SERVICES INDUSTRIELS DE GENEVE appearing in grids G5 and G10 of the aforesaid easement drawing No. 4 shall be established in a separate deed.
7 CONTRACTUAL RIGHTS OF PRE-EMPTION
1. Should the FIPOI not exercise its statutory right of pre-emption referred to in Articles 4.9.2 (surface right registered on sheet No. 5443) and 5.9.3 (surface right registered on sheet No. 5457), the STATE OF GENEVA may exercise a contractual right of pre-emption on the same terms as the FIPOI.
2. Should the STATE OF GENEVA in turn not exercise its aforementioned contractual right of pre-emption or should it not exercise its statutory right of pre-emption provided in Article 3.9.3 (surface right registered on sheet No. 5442), the SWISS CONFEDERATION may exercise a contractual right of pre-emption on the same terms as the STATE OF GENEVA.
3. These rights of pre-emption may be exercised independently in respect of any of these surface rights within six (6) months following notification by registered mail of the previous beneficiary's waiver of its right of pre-emption.
4. These rights are established for the maximum statutory time-limit, namely twenty-five (25) years calculated from this day; they shall be noted in the Land Register and be subordinate to the other annotations, other than the right of emption, as well as to the easements created above.
8 FINAL CLAUSES
8.1 COSTS
All costs, duties, disbursements, emoluments and fees relating to this deed and to any subsequent modifications, except for those of the surveyor, shall be payable by the SWISS CONFEDERATION, which its representative here appearing accepts on its behalf.
All costs, duties, disbursements, emoluments and fees of the surveyor shall be payable by the STATE, which its representative here appearing accepts on its behalf.
The latter notes that this transaction has been exempted both from registration fees and from the emoluments of the Land Register, pursuant to the Decree of the Council of State of which a certified copy is annexed to this deed (Annex No. 2).
8.2 APPLICATIONS TO THE LAND REGISTER
- cancellation of the three existing surface rights;
- registration of a separate and permanent primary surface right, for the benefit of the FIPOI;
- registration of two separate and permanent secondary surface rights, for the benefit of the WTO;
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- note of the agreements waiving the statutory right of pre-emption of the surface right owners (3.17, 4.17 and 5.17);
- note of a qualified right of pre-emption (3.9.3);
- note of the provisions on compensation (3.13, 3.14; 4.13, 4.14; 5.13, 5.14);
- note of a right of purchase (letter I. 10.2 of the infrastructure contract);
- cancellation of easements;
- cancellation of notes;
- creation of easements in rem;
- creation of a right of usufruct; and
- note of pre-emption rights.
8.3 ELECTION OF DOMICILE
For the performance of this contract, election of domicile for the purposes of jurisdiction has been made:
- by the SWISS CONFEDERATION, in the offices of the Federal Department of Finance at Bernerhof, 3003 Bern,
- by the STATE, in the offices of the Chancellery at 2 rue de l'Hôtel-de-Ville, Geneva,
- by the FIPOI, at its headquarters at 15 rue de Varembé, Geneva,
- by the WTO, at its headquarters at 154 rue de Lausanne, Geneva.
IN WITNESS WHEREOF
Done at Bernerhof, Bundesgasse 3, Bern, and, after a reading, those appearing for the parties and the notary have signed the agreement.
(Signatures follow)
REGISTERED AT GENEVA on 4 September 2013
Vol. 2013, No. 10834
Fee: Sw.fr. 0
In accordance with the notification of 18 September 2013
With no marginal notes or deletions
(Signed: A. IMANOV)
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