/CMI_MoU

MEMORANDUM OF UNDERSTANDING AMONG THE MINISTRY OF FOREIGN AND EUROPEAN AFFAIRS AND THE MINISTRY OF ECONOMY,INDUSTRY AND EMPLOYMENT OF THE FRENCH REPUBLIC AND THE EUROPEAN INVESTMENT BANK

AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter TTWORLD BANK")

RELATING TO THE MARSEILLE CENTER FOR MEDITERRANEAN INTEGRATION WHEREAS the present Memorandum of Understanding (MoU) is hereby entered into with a view to lay down the foundations, governance and structure of the Marseille Center for Mediterranean Integration (hereinafter the Marseille Center or MCMI), a multi-partner cooperative arrangement (hereinafter the Cooperative Arrangement) among Members (as this term is hereinafter defined) and open to future member- and partnerships, and to def,rne a framework for cooperation among Members of said Center; and

WHEREAS the MoU draws from the conclusions of the meeting of potential members and partners to a Marseille-based Center that took place in Marseille, France on November 18, 2008 following an inception meeting held in Paris, France on September 29,2008; The following is hereby agreed:

1.

Foundational Status and Common Objectives

l.l The Marseille Center for Mediterranean Integration is a multi-partner Cooperative Arrangement aiming at facilitating access to best knowledge, practices and support among public and independent institutions to further improve cooperation, enhance sustainable development and converge policies towards greater integration in the Mediterranean Region.

r.2

The Marseille center seeks to promote partnerships among public and independent institutions and other actors around the Mediteffanean and beyond, to achieve objectives as agreed upon in specific multi-year programs.

1.3

Consistent with their respective mandates, the Members (as this term is hereinafter defined) desire to cooperate in the canying out of activities to respond, through the Marseille Center, to the increasing demand for greater development and dissemination of country, region and sector specific knowledge, in the form ofjoint cooperation, technical assistance and capacity building programs. The Marseille Center fuither seeks to develop itself as a network among networks and other actors in the Mediterranean Region and beyond, starting with specihc contributions by its Members and participation in the broad knowledge-related areas of sustainable development, while complementing efforts undertaken under all development initiatives for the Region, including the evolving Union for the Meditenanean initiative.

I.4

It is hereby agreed that the V/orld Bank will act as Administrator of the Marseille Center and of the Cooperative Arrangement under the present MoU. As signatory of the agreement for the Marseille Center offĂŹces located at Villa Valmer, Marseille, France, dated September 1, 2007 between the City of Marseille and the World Baxk, the World Bank will be responsible for the management and administration of the Marseille Center and its facilities.

2.

Members and Partners

2.1

The Marseille Center is a Cooperative Arrangement among Members who specifically seek to work with other Partners (as hereinafter defined) to achieve shared objectives.

2.2

Members are defined as public (including government, multi/bilateral agencies) and independent institutions (private sector, civil society, academia) agreeing to join the Marseille Center, to adhere to the present MoU by signing an addendum to said MoU together with existing Members, and to provide resources by contributing to the Center's operations or by other resourceful means.

2.3

Partners are defined as public (including government and multi/bilateral agencies) and independent institutions (private sector, civil society, academia) invited by Members to participate in selected Programs (as this term is hereinafter defined). It is the Members'

intention to work openly, closely and pragmatically with many other partners, according to quality and quantity of the respective contributions.

3.

3.1

Annual Meeting of Members and the Oversight Committee

The Annual Meeting of Members is the highest decision-making body of the Cooperative Arrangement. The Annual Meeting consists of representatives of the Members as well as Partners actively participating in the Marseille Center's operations through the funding and implementation of activities and Programs. The Annual Meeting

is chaired by a Vice President of the World Bank. In its quality of Administrator of the Marseille Center and of the Cooperative Arrangement, the World Bank will call such a meeting every year on about a twelve (12) month-basis from the signing of the present MoU. Unless agreed otherwise by a decision of the Annual Meeting, the venue for said Meeting shall be Marseille.

3.2 Between Annual Meetings, an Oversight Committee, comprising representatives of each Member (as appointed by the respective Parties to the present MoU) and chaired by the World Bank, will meet periodically, at intervals it decides, to give guidance, take decisions or settle any differences on the implementation of the present MoU, on activities and Programs developed by the Marseille Center, and on any other issue submitted for its consideration.

3.3

Specifically, the Oversight Committee endorses the budget for the Marseille Center on an annual basis and constitutes the instance to which anv administrative issue that requires the agreement of Members is referred to.

4.

The Strategic Council

4.1

A Strategic Council will

be established to:

Give overall strategic direction to the activities and Programs developed by the Marseille Center, and extend the right for a program to bear the label of a "Marseille Center Program"; Facilitate the activities and Programs of the Marseille Center by actively promoting and enabling said activities and Programs, through the resources and networks its Members possess; Adopt and oversee the adherence to the Charter of Programs (as this term is hereinafter defĂŹned); Pronounce on an annual work program and validate annual reports; and Interface with the public, inspiring engagement and trust in the objective of the Marseille Center.

4.2 The Strategic Council comprises twelve (12) councilors. The councilors will be high level representatives of recognized international reputation from Members, Partners, private sectot, civil society and academia. Each councilor is nominated by the Oversight Committee after consultations and consensus with Members, and appointed councilor upon an invitation issued by the Chair of the Annual Meeting. Each councilor has an individual mandate of three (3) years. The Oversight Committee can act to initiate change in membership in the Strategic Council at any time, for example in the event of vacancies.

4.3

The Strategic Council will be led by a rotating chairing arrangement as agreed upon at the f,rrst Annual Meeting upon proposal made by the Oversight Committee.

4.4

Councilors will not be remunerated by the Marseille Center.

5.

The Coordination Unit and Its Manager

5.1

The Coordination Unit consists of the Manager of the Marseille Center and a core team, as agreed by the Oversight Committee,

5.2 5.3 -

The Coordination Unit will: Develop the annual work programs and prepare the annual budgets; Promote the devel.opment of new activities and Programs and facilitate the implementation thereof; Handle organizational and logistical aspects of activities and Programs organized at the Marseille Center; Handle all administrative aspects of the management of the Marseille Center, including the management of the Center's resources for proper puposes and in an effrcient manner; Handle all reporting and fiduciary arrangements as agreed upon in specific agreements (Such as trust fund, donor agreements); Prepare annual reports for consideration by the Strategic Council and approval by Annual Meetings of Members; Develop and maintain an external website and a communications and outreach program, which is integral to the objectives of the Marseille Center; and Liaise with Members, Partnets and local and international stakeholders.

The Manager of the Marseille Center will: Serve as secretary to the Strategic Council; Be accountable for the management of the Coordination Unit and overseeing the tasks performed by said Unit; Ensure the adherence of Members and Partners to the Charter of Programs and promote synergies and coordination among said activities and Programs; Establish and maintain a conducive environment for Program leaders; Liaise with off,rcial representatives of the City of Marseille; and Perform any other task as requested by the Oversight Committee.

5,4

The Manager of the Marseille Center will be recruited by a contract with the World Bank, on the basis of terms of reference agreed upon by the Oversight Committee.

Consensus of the Oversight Committee will be sought before entering said contract.

Pursuant to said contract, the Manager will be formally accountable to the World Bank, and, as will be laid out in said terms of reference, will work in close consultation with Members, through the Oversight Committee.

6.

Programs and Results

6.I

Programs are activities agreed upon by Members, most often in collaboration with Partners, to further the objectives of the Marseille Center, It is the Center's aspiration

4

that programs will be multi-partner and multi-year, but specihc arrangements will remain possible.

6.2

A continuous list of Programs will

be kept and updated to allow oversight by

stakeholders.

6.3

Accountability for each Program will rest with the participating Members and with specific executive, budgetary and governance affangements as laid out in each program-specific Marseille Center Program Document. The Marseille Center and its Manager will generally facilitate the carrying out of Programs but will not be held accountable for any of said Programs, unless specifically agreed otherwise for a Partners, in accordance

given Program.

6.4

The label of the Marseille Center Program is strategic to the Marseille Center as it should convey a standard of quality and collaborative drive. The right to be a Marseille Center Program will rest with the judgment of the Strategic Council. The behavior in running a Program must be in conformity with the Charter of Programs.

6.5

To meet strong expectations that Programs are results focused, Program sponsors will need to commit to the use of best-practice methodology, in accordance with the Charter of Programs. The Manager of the Marseille Center will specifically monitor results achieved in this regard and may, as needed, seek the guidance of the Strategic Council with regard to compliance with said Charter.

7.

Charter of Programs

7.I

A Charter of Programs will be designed to ensure coherence; quality, added value and synergy among Programs and commitment by Members, Partners and Program sponsors to adhere to the core values and the label of the Marseille Center. The Charter of Programs will, among other standards, require that the carrying out of each Program follows a results-based approach and is supported by an adequate monitoring and evaluation mechanism.

7.2 The Charter of Programs will be adopted by the Strategic Council at its earliest opportunity, and may be revised by said Council as deemed appropriate.

8.

Core Budget and Audit

8.1 Members have a collective responsibility to seek to provide the needed core budget for the functioning and operation of the Marseille Center over a three-year period starting from the date of the present MoU. In addition, each Member or Partner shall ensure adequate funding for the Program it sponsors to enable said Program to achieve effective results.

8.2 The core budget covers expenses incurred in connection with the functioning and operation of the Marseille Center including the Coordination Unit, the Strategic Council and the Oversight Committee.

8.3 The core budget is prepared by the Manager of the Marseille Center with the supporl of the Coordination Unit, discussed with the Strategic Council and endorsed by the Oversight Committee.

8.4

In agreement with the Oversight Committee, the Marseille Center may elect, from time to time, to use fees to generate income as appropriate, in which case the core budget will include an income side accordingly.

8.5

The Marseille Center will prepare and fumish to the Members interim unaudited financial reports on a semi-annual basis, and ensure that an independent audit is carried out on ayearly basis and provided to the Members and the Strategic Council.

9,

Host country arrangements, Cify of Marseille, staff provisions

9.1

The Marseille Center is based at Villa Valmer, Marseille, France, pursuant to an agreement between the City of Marseille and the World Bank dated September 1,2007 .

The Manager of the Marseille Center may, under the authority of the Oversight Committee, agĂ?ee with the City of Marseille to expand, amend or terminate said agreement.

9.2

Staff (including their remuneration, status and benehts) working for the Marseille Center will be governed by the applicable legal and administrative arrangements of their respective employer.

10.

Assessment and Preparation for Beyond2012

10.1

An independent assessment of the Marseille Center and its activities and Programs will be undertaken in20l l, at the initiative of the Oversight Committee.

I0.2

Its conclusions

will form the basis for a decision

at the 2012 Annual Meeting.

10.3 The documentation

for the 2012 Annual Meeting should explore the options of discontinuing operations, continuing with the current arrangements, moving to a multiparfnet new institutional entity or other mutually acceptable arrangement, 11. General provisions

.1

The present MoU constitutes an expression of mutual good faith and, with the exception of paragraph Il.2 below, is not legally binding, nor does it commit either Members to enter into or provide support for any specific activity or project. The present MoU does not constitute an exclusive commitment for any of the Parties hereto, nor does it constitute a waiver of the privileges and immunities of any of the Parties hereto or their 11

officers and employees, which privileges and immunities are hereby specifically reserved,

ll.2 The Members acknowledge that cooperation under the present MoU and the joint activities and Programs deriving therefrom are subject to the Members' respective funding constraints, policies and procedures, especially with regard to exchange of confidential data, documents, disclosure of information and publicity, intellectual property and use of names and logos.

In particular, Members agree that any confidential information supplied by a Member in the application of the present MoU shall not be disclosed without prior consent of the Member concerned. Confidential information means all information which relates to a party's business that can reasonably be considered as confidential, whatever the form in which it is conveyed but shall not include information which: (a) is or becomes public knowledge; (b) is received from a third party which lawfully acquired or developed it and which is under no obligation of confidence in relation to its disclosure; (c) is independently developed by the recipient party without the use of any information from the disclosing party; (d) the recipient party can prove it was already known to it before its receipt from the disclosing party; or (e) is required by statutory provision, law or regulation to be disclosed in particular, in the case of the European Investment Bank, to an Institution or body of the European Union, or any of its Member States, or in accordance with its Public Disclosure Policy.

Each Party shall use all reasonable endeavours to ensure that any employee to whom it may supply any confidential information (unless disclosed under the preceding subparagraph) acknowledges and complies with the provisions of this MoU as if that person were also a party to it.

Each Party will return, on the first demand of any of the other Parties, any confĂŹdential information made available by the first Party and\or elaborated within the framework of this MoU, or on inquiry, to destroy them (by informing the other Party in writing, of such a destruction), and not to keep any copy save to the extent that the Party or the recipients are required to retain any such confidential information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body.

The present article is valid as from the date of effectiveness of the present MoU and will remain current during a period of two (2) years after termination of this MoU. 1 1.3 Each Member agrees to pay its own costs, fees and expenses of any kind deriving from or required for the application of the present MoU.

lL4

The present MoU shall come into force and effect upon signature by the Parties hereto, on the date set forth below. The duration of the said MoU shall be limited to the

period from the date of the present MoU to June 30, 2072, with no tacit renewal. Unless agreed otherwise by the Members, the renewal, modification or extension of the present MoU is subject to the provisions of the preceding paragraph 10.

1

1.5

All disputes arising out, or in connection with the present MoU shall be resolved

amicably, through constructive engagement and negotiation among the Parties hereto.

1 1.6 Any notif,rcation under, or amendment or addendum to the present MoU shall be in writing.

In witness whereof, the Parties have caused the present MoU to become effective as of the day and date written below: Dated 30 June 2009 Signed in five original copies

THE MINISTRY OF FOREIGN AND EUROPEAN AFFAIRS OF THE FRENCH REPUBLIC

THE EUROPEAN INVEST

NT BANK

Philippe de Fontaine Vive Vice President

INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT -,,'L^c---:

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Daniela Gressani Vice President

1.