Home | Databases | WorldLII | Search | Feedback Canadian Treaty Series

Supplementary Agreement between the Government of Canada and the International Civil Aviation Organization Regarding the Headquarters of the International Civil Aviation Organization [1999] CATSer 21 (28 May 1999)

E103232 - CTS 1999 No. 20

SUPPLEMENTARY AGREEMENT BETWEEN THE GOVERNMENT OF CANADA AND THE INTERNATIONAL CIVIL AVIATION ORGANIZATION REGARDING THE HEADQUARTERS OF THE INTERNATIONAL CIVIL AVIATION ORGANIZATION

The Government of Canada and the International Civil Aviation Organization,

Considering the Government of Canada's obligations as Host State to the International Civil Aviation Organization (ICAO);

Considering the Headquarters Agreement between the Government of Canada and the Organization signed on October 4 and 9, 1990;

Recalling the desire expressed by the Council, particularly on December 12, 1979, that the Lease for the Headquarters premises of the International Civil Aviation Organization be signed by the Government of Canada;

Desiring to replace the Supplementary Headquarters Agreement signed on September 12 and 16, 1980 in order to reflect the relocation of the Organization's Headquarters on November 1, 1996;

Have agreed as follows:

ARTICLE I

Lease of ICAO Premises

1. The Government of Canada has signed a lease with the owner of "La Maison de l'OACI" (hereinafter referred to as "the Lease") located at 999 University Street (hereinafter referred to as "the Building"), Montreal, Quebec, Canada, for the sole purpose of providing reasonable and adequate space for the Headquarters of the International Civil Aviation Organization (hereinafter referred to as "the Organization").

2. The Government of Canada agrees to rent from the owner and the Organization agrees to occupy the entire Building for a period of 20 years and one month, renewable as prescribed in clause 4.4 of the Lease, beginning November 1, 1996, and corresponding to the present needs of the Organization's Headquarters. The Organization shall not make substantial alteration to the surface it occupies involving inter alia major electrical or mechanical systems and base building structures without the consent of the Government of Canada.

3. The Government of Canada and the Organization agree that the total rental cost of the Building includes the Rent as set out in clause 3 of the Lease, Operating Costs as set out in clause 10 of the Lease and property Taxes as set out in clause 6 of the Lease.

4. The Government of Canada shall assume, on a yearly basis, 75 per cent of the Rent and of Operating Costs and all of the property taxes; the Organization agrees, on its part, to assume, on a yearly basis, 25 per cent of the Rent and of Operating Costs to be paid to the Government of Canada. In accordance with Article 6 of the Headquarters Agreement, the Government of Canada shall continue to exempt the Organization from all direct taxes; however, the Organization shall not claim exemption from taxes which are, in fact, no more than charges for public utility services.

5. The Government of Canada and the Organization shall work in cooperation to ensure that expenses relating to the operation of the Building are kept as low as possible.

ARTICLE II

Obligations under the Lease

1. Taking into consideration that the said premises are rented solely and exclusively for the needs of the Organization's Headquarters, the Government of Canada shall, as the lessee, assure that the lessor complies with its obligations as specified in the Lease or as they may be prescribed in the Civil Code of Quebec or under any other laws.

2. Subject to the relevant provisions of the Headquarters Agreement and the present Agreement, in particular Article I, paragraph 4, the Organization shall, as the lawful occupant of the premises located in the Building, assume the same obligations and liabilities towards the Government of Canada as the Government of Canada shall. as the lawful lessee of the said premises, assume towards the lessor under the Lease or the Civil Code of Quebec or any other law.

3. Notwithstanding any references in this Supplementary Agreement to the Lease between the Government of Canada and the owner of the premises, the mutual rights and obligations of the Government of Canada and the Organization with respect to the Headquarters premises shall be governed by this Supplementary Agreement.

ARTICLE III

Consultation

1. Any matter related to the use and management of the Building which may, in the view of the Organization, affect its interest as the lawful occupant of the Building shall be subject to consultation between the Parties, with a view to reaching a mutually satisfactory agreement.

2. Without limiting the generality of the foregoing, the matters subject to consultation include sublease by the Government of Canada, security, cleaning standards, standards for leased accommodation, replacement of building management and/or contractors and any matter related to the option to purchase the Building.

ARTICLE IV

Concurrence

The following matters shall be subject to the concurrence of the Organization, which the Organization as the lawful occupant of the Building shall not unreasonably withhold:

1. estimated capital costs of repair, replacement, maintenance and operation of the Building and equipment incurred after the first five (5) years other than capital costs which will be borne solely by the lessor;

2. estimated capital costs of renovations and upgrades of the Building and equipment at any time except the cost of the atrium extension which will be borne by the lessor;

3. projected operating costs that would exceed substantially the operating costs of the previous year.

ARTICLE V

Space allocated to Representatives and Others

1. On conditions it may determine consistent with the Lease, the Organization shall have the right to:

a) provide space for occupancy by Representatives of the Member States on the Council and Representatives of such other Member States of the Organization and other international organizations who are accredited to it. It is understood that no consular activities shall be carried out in the Building;

b) provide parking space on the premises to its staff members and to the Representatives mentioned in the above paragraph a) and to such other persons as required by the official activities of the Organization;

c) make available the conference facilities to:

(i) other U.N. bodies, intergovernmental and non-governmental organizations, listed in Annex A to this Agreement. All additional expenses incurred by such use shall be borne entirely by the Organization. The Government of Canada shall be informed in writing pursuant to a subsidiary arrangement as set out in Annex B as soon as possible prior to holding such meetings;

(ii) other bodies not covered in the preceding (i), with the concurrence of Canada which shall not be unreasonably withheld. Any income and expenses related to such use shall be shared between the Parties pursuant to the above-mentioned subsidiary arrangement. The latter shall also deal with related matters such as immunities, insurance coverage and security.

2. For the purpose of the activities described in paragraph 1 c) of this Article and when the facilities are made available to organizations or individuals who do not enjoy, in Canada, privileges and immunities comparable to those enjoyed by the Organization, the Organization is deemed to be involved in commercial activities and to have renounced, with respect to such activities which shall be located only in the conference block, the immunities referred to in Articles 3 and 4 of the Headquarters Agreement. However, when ICAO makes available conference facilities to intergovernmental organizations working in the field of civil aviation and listed in Annex A for meetings scheduled to take place in the context of the ICAO Council or Assembly, such use of conference facilities will be considered related to the work of ICAO.

ARTICLE VI

Security

In consultation with the Government of Canada, the Organization shall provide on the Headquarters premises internal security measures required by the nature, function and operations of the Organization.

ARTICLE VII

Purchase of the Building

The Government of Canada reserves the right to exercise, at the end of the term and under the conditions specified in the Lease, the option to purchase the Building. In the case of exercise of such option, the Government of Canada shall transfer to the Organization twenty-five percent (25%) of the ownership in the Building corresponding to the pro-rota share of rental instalments actually paid by the Organization during the twenty (20) year rental period, subject to the obligation of the Organization to accept such a transfer and to reimburse the Government of Canada for twenty-five percent (25%) of the purchase price, as set out in the Lease as applicable to the exercise of the purchase option. In case the Government of Canada does not wish to exercise the option for itself, it shall, at the written request of the Organization, exercise the option and transfer ownership of the Building to the organization for its own use during a minimum period of twenty (20) years. In this case, the Organization shall make payment to the Government of Canada of the purchase price, as set out in the Lease as applicable to the exercise of the purchase option and of any cost associated with the transaction itself. In the event of the Organization purchasing the Building, all the obligations of the Government of Canada under this Agreement regarding accommodation of the Organization, in particular those under Articles I and II thereof, shall cease, subject to the provisions of the Headquarters Agreement.

ARTICLE VIII

Settlement of Disputes

Any dispute between the Organization and the Government of Canada concerning the interpretation or application of this Supplementary Agreement shall be settled in accordance with Article 32 of the Headquarters Agreement.

ARTICLE IX

Court Actions

1. Without prejudice to the privileges and immunities of the Organization as defined in the Headquarters Agreement, the Government of Canada reserves its right to refer any cause of action, vis-à-vis a third party, related to the Lease or the premises to the competent courts of Canada.

2. The Organization shall, in such circumstances, facilitate the proper administration of justice and assist the Government of Canada by providing all relevant evidence.

ARTICLE X

Final Clauses

1. This Supplementary Agreement may be revised at the request of either of the Parties, subject to mutual consultation and mutual consent concerning any amendments. The Organisation and the Government of Canada may conclude supplementary agreements amending the provisions of this Supplementary Agreement so far as this is deemed desirable.

2. This Supplementary Agreement shall enter into force on the date of signature but with effect from November 1, 1996. It shall remain in force for a period of 20 years and one month, until November 30, 2016, in accordance with paragraph 2 of Article I and thereafter for any period agreed between the Parties.

3. This Supplementary Agreement shall supersede the Supplementary Agreement signed on September 12 and 16, 1980.

IN WITNESS WHEREOF the respective Representatives, being duly authorized thereto, have signed this Supplementary Agreement.

DONE in duplicate, at Montreal on the 28th day of May 1999, in the English and French languages, both texts being equally authentic.

Ghislaine Richard

FOR THE GOVERNMENT OF CANADA

Costa Pereira

FOR THE INTERNATIONAL CIVIL AVIATION ORGANIZATION

ANNEX A

LIST OF INTERNATIONAL ORGANIZATIONS

(1) ORGANIZATIONS WITH WHICH AGREEMENTS HAVE BEEN CONCLUDED

United Nations (UN)⁽¹⁾
International Atomic Energy Agency (IAEA)

(2) SPECIALIZED AGENCIES

Food and Agriculture Organization of the United Nations (FAO)
International Fund for Agricultural Development (IFAD)
International Labour Organisation (ILO)
International Maritime Organization (IMO)
International Monetary Fund (IMF)
International Telecommunication Union (ITU)
United Nations Educational, Scientific and Cultural Organization (UNESCO)
United Nations Industrial Development Organization (UNIDO)
Universal Postal Union (UPU)
World Bank
World Health Organization (WHO)
World Intellectual Property Organization (WIPO)
World Meteorological Organization (WMO)

(3) INTERGOVERNMENTAL ORGANIZATIONS

African Civil Aviation Commission (AFCAC)
Agency for the Safety of Aerial Navigation in Africa and Madagascar (ASECNA)
Arab Civil Aviation Commission (ACAC)
Central American Corporation for Air Navigation Services (COCESNA)
Council of Europe (CE)
European Civil Aviation Conference (ECAC)
European Economic Community (EEC)
European Organization for the Safety of Air Navigation (EUROCONTROL)
European Space Agency (ESA)
International Criminal Police Organization (ICPO-INTERPOL)
International Hydrographic Organization (IHO)
International Institute for the Unification of Private Law (UNIDROIT)
Interstate Aviation Committee (IAC)
Latin American Civil Aviation Commission (LACAC)
League of Arab States (LAS)
Organization of American States (OAS)
Organization of Central American States (ODECA)
Pan American Institute of Geography and History (PAIGH)
World Tourism Organization (WTO)*
World Trade Organization (WTO)*

(4) NON-GOVERNMENTAL ORGANIZATI0NS

Aeronautical Radio Inc. (ARINC)
Aerospace Medical Association (ASMA)
Airports Council International (ACI)
Institute of Air Transport (ITA)
Institute of International Law (IDI)
Inter-American Statistical Institute (IASI)
International Academy of Aviation and Space Medicine (IAASM)
International Aeronautical Federation (FAI)
International Airline Navigators Council (IANC)
International Air Safety Association (IASA)
International Air Transport Association (IATA)
International Association of Aircraft Brokers and Agents (IABA)
International Association for the Physical Sciences of the Ocean (IAPSO)
International Automobile Federation (FIA)
International Business Aviation Council (IBAC)
International Chamber of Commerce (ICC)
International Commission on Illumination (CIE)
International Co-ordinating Council of Aerospace Industries Associations (ICCAIA)
International Council of Aircraft Owner and Pilot Associations (IAOPA)
International Federation of Air Line Pilots' Associations (IFALPA)
International Geographic Union (IGU)
International Law Association (ILA)
International Maritime Radio Committee (CIRM)
International Organization for Standardization (ISO)
International Statistical Institute (ISI)
International Touring Alliance (AIT)
International Transport Workers' Federation (ITF)
International Union of Aviation Insurers (IUAI)
International Union of Geodesy and Geophysics (IUGG)
International Union of Railways (UIC)
Société internationale de télécommunications aéronautiques (SITA)

* In all cases in which these two organizations could be confused, their full names should be used rather than the acronym WTO.

⁽¹⁾ Including the following UN Programmes and Regional Economic Commissions:

UN Programmes:

Office of the United Nations Disaster Relief Co-ordinator (UNDRO)
Office of the United Nations High Commissioner for Refugees (UNHCR)
United Nations Children's Fund (UNICEF)
United Nations Conference on Trade and Development (UNCTAD)
United Nations Development Programme (UNDP)
United Nations Environment Programme (UNEP)
United Nations Institute for Training and Research (UNITAR)
United Nations Relief and Works Agency for Palestine Refugees in the Near East (UNRWA)
United Nations University (UNU)
World Food Programme (WFP)

Regional Economic Commissions:

Economic and Social Commission for Asia and the Pacific (ESCAP)
Economic and Social Commission for Western Asia (ESCWA)
Economic Commission for Africa (ECA)
Economic Commission for Europe (ECE)
Economic Commission for Latin America and the Caribbean (ECLAC)

ANNEX B

I

The Representative of Canada on the Council of the International Civil Aviation Organization to the Secretary General of the International Civil Aviation Organization

May 28, 1999

Mr. R. C. Costa Pereira
Secretary General
International Civil Aviation Organization (ICAO)
Montreal, Quebec

Dear Mr. Costa Pereira:

Pursuant to the Supplementary Headquarters Agreement between the Government of Canada and the International Civil Aviation Organization (ICAO), signed May 28, 1999, I would like to propose the following arrangements setting out the details as to how the process envisaged by Article V 1. c) (i) and (ii) of the said Agreement will work in practice:

1. As soon as possible before the meetings envisaged in subparagraph (i) are being held, ICAO shall inform in writing (by fax or otherwise) the official of the Department of Public Works and Government Services (DPWGS) working at the Canadian Mission to ICAO, with a copy to the regional administrator of DPWGS.

2. Such communication shall include:

a) the date(s) and duration of the event;

b) its exact location;

c) the approximate number of participants;

d) what administrative (support staff and security) measures are envisaged by ICAO to ensure that all organization aspects will work properly;

e) a confirmation of sufficient insurance coverage.

3. When the meetings envisaged in subparagraph (ii) are being considered by ICAO, that is before the conclusion of any contract with a third party, ICAO shall seek in writing Canada's concurrence by communicating with the above official from DPWGS. The ICAO communication shall cover the same points as above, if possible, otherwise the information sought in a) to e) shall be transmitted to Canada as soon as available. The Canadian response shall be sent back to the Chief, Conference Services, acting as ICAO representative. Furthermore, the Parties agree to share on a 50%/50% basis any net income created by the rental activities covered by this subparagraph (ii) of Article V. 1c).

4. Using the above channel of communication, ICAO shall swiftly inform Canada of any cancellation, or other change in plans further to a notification pursuant to subparagraph (i) or to a request for concurrence as per subparagraph (ii).

If you are agreeable to the above, I would appreciate your confirmation in writing. This letter and your positive reply will then constitute the subsidiary arrangement referred to in Article V l. c) (i) and (ii).

Yours sincerely,

Ghislaine Richard

II

The Secretary General of the International Civil Aviation Organization to the Representative of Canada on the Council of the International Civil Aviation Organization to

28 May 1999

Mrs. Ghislaine Richard
Representative of Canada to
the International Civil Aviation Organization (ICAO)
Montreal, Quebec

Dear Mrs. Ghislaine Richard:

I wish to refer to your letter dated 28 May 1999, relating to Article V 1. c) (i) and (ii) of the Supplementary Headquarters Agreement signed today and which reads as follows:

"Pursuant to the Supplementary Headquarters Agreement between the Government of Canada and the International Civil Aviation Organization (ICAO), signed 28 May 1999, I would like to propose the following arrangements setting out the details as to how the process envisaged by Article V 1. c) (i) and (ii) of the said Agreement will work in practice:

1. As soon as possible before the meetings envisaged in subparagraph (i) are being held, ICAO shall inform in writing (by fax or otherwise) the official of the Department of Public Works and Government Services (DPWGS) working at the Canadian Mission to ICAO, with a copy to the regional administrator of DPWGS.

2. Such communication shall include:

a) the date(s) and duration of the event;

b) its exact location;

c) the approximate number of participants;

d) what administrative (support staff and security) measures are envisaged by ICAO to ensure that all organizational aspects will work properly;

e) a confirmation of sufficient insurance coverage

3. When the meetings envisaged in subparagraph (ii) are being considered by ICAO, that is before the conclusion of any contract with a third party, ICAO shall seek in writing Canada's concurrence by communicating with the above official from DPWGS. The ICAO communication shall cover the same points as above, if possible, otherwise the information sought in a) to e) shall be transmitted to Canada as soon as available. The Canadian response shall be sent back to the Chief, Conference Services, acting as ICAO representative. Furthermore, the Parties agree to share on a 50%/50% basis any net income created by the rental activities covered by this subparagraph (ii) of Article V. lc).

4. Using the above channel of communication, ICAO shall swiftly inform Canada of any cancellation, or other change in plans further to a notification pursuant to subparagraph (i) or to a request for concurrence as per subparagraph (ii).

If you are agreeable to the above, I would appreciate your confirmation in writing. This letter and your positive reply will then constitute the subsidiary arrangement referred to in Article V 1. c) (i) and (ii)."

I wish to confirm my agreement with the above.

Yours sincerely,

R. C. Costa Pereira