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First Draft – March 31, 2012 Revised draft – May 16, 2012 Revised after OC May 31 – June 11, 2012 – June 20, 2012 MEMORANDUM OF UNDERSTANDING AMONG EGYPT FRANCE JORDAN LEBANON MOROCCO TUNISIA AND THE EUROPEAN INVESTMENT BANK AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter “WORLD BANK”)

RELATING TO THE MARSEILLE CENTER FOR MEDITERRANEAN INTEGRATION

WHEREAS the present Memorandum of Understanding (MoU) is hereby entered into between Egypt, Jordan, Lebanon, Morocco, Tunisia, France, the European Investment Bank (EIB) and the World Bank (the Parties) with a view to lay down the goals, governance structure and activities of the Marseille Center for Mediterranean Integration (hereinafter the CMI) for the second phase during 2012-2015 to define a framework for cooperation among Members and Partners of said Center; and WHEREAS the CMI was established in 2009 as a multi-partner cooperative arrangement (hereinafter the Cooperative Arrangement) among Members (as this term is hereinafter defined) and open to future member- and partnerships, pursuant to the Memorandum of Understanding (MoU) between the Ministry of Foreign and European Affairs of France, the Ministry of Economy, Industry and Employment of France, the European Investment Bank (EIB) and the World Bank dated June 30, 2009; and

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WHEREAS the MoU draws from the conclusions of the CMI Annual Meeting of Members and Partners that took place on November 29, 2011 and the Decision Meeting of the Oversight Committee on May 31, 2012; The following is hereby agreed: 1.

Foundational Status and Common Objectives

1.1 The Center for Mediterranean Integration (CMI) 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 in order to support transformation and enhance integration in the Mediterranean Region. 1.2 The CMI brings together governments and broad society to deliberate evidencebased public policy choices. It promotes partnerships among public and independent institutions and other actors in the Mediterranean Region and beyond. 1.3 Consistent with their respective mandates, the Members (as this term is hereinafter defined) desire to cooperate in the carrying out of activities to respond, through the CMI, to the transformations underway and increasing demand for greater accountability, empowerment and development. The CMI will: (i) produce and disseminate knowledge products that promote integrational frameworks; (ii) support cross-sectoral and regional efforts and develop partnerships; (iii) and create space for dialogue and avenues for action outside established frameworks. Through capacitybuilding or its network among networks dimension, the Center further seeks to facilitate upstream dialogue that leads to projects, and leverage its activities through broad outreach and communication. 1.4 As set forth in this MoU, the World Bank will undertake management and administration of the CMI, through the Coordination Unit referred to in Section 4 of this MoU. The offices of the CMI are located in Villa Valmer, Marseille, France, pursuant to the Cooperative Agreement dated September 1, 2007 between the City of Marseille and the World Bank. 1.5 CMI is not a legal entity and nothing in this Memorandum shall be construed as creating a joint venture, an agency relationship, or a legal partnership between the Parties.

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2.

Members and Partners

2.1 The CMI is a cooperative arrangement among Members who specifically seek to work with other Partners (as hereinafter defined) to achieve shared objectives, as set forth herein. 2.2 Members are defined as public (including government, multi/bilateral agencies) and independent institutions (private sector, civil society, academia) agreeing to join the CMI, to adhere to the present MoU by signing an addendum to said MoU and providing resources by contributing to the CMI Programs and/or Center’s operations. Prospective new Members may submit their indications of interest to the Coordination Unit for consideration. The addition of new Members is subject to approval of the Oversight Committee. Members participate in the Oversight Committee and the Annual Meetings (as defined below). 2.3 Partners are defined as public (including government and multi/bilateral agencies) and independent institutions (private sector, civil society, academia) invited to participate in selected CMI programs and other activities. It is the Members’ intention to work openly, closely and pragmatically with many other Partners, according to the quality and quantity of their respective contributions.

3.

Governance Structure

Annual Meeting of Members 3.1 The Annual Meeting consists of representatives of the Members as well as Partners actively participating in the CMI’s operations through the funding and implementation of activities and Programs. The Annual Meeting is chaired by a Vice President of the World Bank. The Coordination Unit will call the Annual Meeting every year. Unless agreed otherwise by a decision of the Annual Meeting, the venue for said Meeting shall be Marseille. 3.2 -

The Annual Meeting will: Receive and discuss the CMI Annual Report for the previous year; Discuss any issues submitted for its deliberation by the Oversight Committee; and Endorse the strategic orientation for CMI activities for the next year.

The Chair concludes the Annual Meeting and the minutes of the Annual Meeting are prepared by the Coordination Unit and distributed to all Members and Partners. Oversight Committee 3.3 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 Manager of the Center (as hereinafter defined), will meet periodically, at intervals

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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 Coordination Unit. 3.4

Specifically, the Oversight Committee: -

Provides strategic guidance on overall direction of the CMI; Reviews and endorses content of specific programs to be included in the CMI (CMI Programs); Reviews and discusses the outline of the Annual Report before discussion of the Annual Report at the Annual Meeting; Reviews the collaboration among the CMI Members; Reviews and approves the budget framework for the CMI on an annual basis, as prepared by the Coordination Unit: Reviews on a regular basis the use of the CMI Multi-Donor Trust Fund; Adopts and amends the Charter of Programs (as defined below); Approves the addition of new Members.

A Member of the Oversight Committee can suggest a particular issue for discussion at its meetings.

4.

The Coordination Unit and Its Manager

4.1 The Coordination Unit consists of the Manager of the Center and a team of experts and support personnel, comprising World Bank staff, including possible secondments from Members. The Coordination Unit collaborates with other staff from Members and Partners as well as with representatives sponsored by other organizations cooperating with the CMI. All staff supporting the CMI in addition to the Coordination Unit will be governed by the applicable legal and administrative arrangements of their respective institutions (including their status, remuneration, benefits, responsibilities and management). 4.2

The Coordination Unit will: -

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Develop the annual work programs for the multi-donor trust fund for the CMI administered by the World Bank (the MDTF) and prepare the annual CMI budgets for submission to the Oversight Committee; Support the coordination and cross-cutting objectives among programs within the integrational themes, as well as promote outreach; Promote the development of new activities and CMI Programs and facilitate the implementation thereof; Provide organizational and logistical support to implementation of activities and Programs of the CMI;

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4.3

Carry out administrative aspects of the Coordination Unit, including the management of the resources for proper purposes and in an efficient manner; Manage reporting and fiduciary arrangements for the funds provided under the MDTF administered by the World Bank; Compile interim unaudited financial reports for consideration by the Annual Meeting; Prepare annual reports, the outline of which is to be discussed by the Oversight Committte, for reception and discussion by the Annual Meetings of Members; Develop and maintain an external website and a communications and outreach program, which is integral to the objectives of the CMI; and Liaise with Members, Partners and local and international stakeholders. The Manager of the Center will:

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Oversee strategic and operational implementation of the CMI Programs and activities funded by the MDTF and ensure effective coordination between the Members and Partners of the CMI; Manage the Coordination Unit, promote effective collaboration with the representatives of other cooperating organizations and coordinate the tasks performed by said Unit; Ensure the adherence of CMI activities to the Charter of Programs and promote synergies and coordination among said activities and Programs; and Liaise with official representatives of the City of Marseille.

4.4 The Manager will be recruited by a contract with the World Bank, on the basis of terms of reference prepared by the World Bank and approved by the Oversight Committee. The contract will be governed by the World Bank’s applicable policies and the Manager will be administratively accountable to the World Bank, and will work in close consultation with Members, through the Oversight Committee.

5.

Integrational Themes, Programs and Results

5.1 In response to the new regional context and the priorities voiced by Southern Members of the Center (i.e. Egypt, Jordan, Lebanon, Morocco and Tunisia) on how to transform socio-economic approaches, three strong themes emerge, addressing the major challenges of the Arab Spring, and its demanding continuation. The themes cluster, through Programs, partnerships articulated around better jobs through integrated economies; long-term sustainable growth, and participatory governance. CMI’s Programs cannot aim to be comprehensive in engagement, but aim at adding value, bringing new technical tools, coordinating efforts, and furthering evidence-based public policy dialogue, ‘joint learning’, at a regional and integrational level. 5.2 Themes and Programs are activities agreed upon by Members, most often in collaboration with Partners, to further the objectives of the CMI. It is the CMI’s aspiration that programs will be multi-partner and multi-year, but specific arrangements

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will remain possible. A continuous list of Programs will be kept and updated by the Coordination Unit to allow oversight by Members and Partners. 5.3 Responsibility for each Program will rest with the respective implementing Member(s) and Partner(s), in accordance with specific executive, budgetary and governance arrangements as laid out in each program-specific CMI Program Document. The Coordination Unit will generally facilitate the carrying out of Programs but will not be held accountable for any of the said Programs other than to the extent funded by the MDTF. 5.4 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 Center will coordinate monitoring of results achieved in this regard.

6.

Charter of Programs

6.1 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 of the 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. 6.2 The Charter of Programs will be adopted by the Oversight Committee, and may be revised by said Committee as deemed appropriate.

7.

Funding

7.1 Members have a collective responsibility to seek to provide the needed budget for the functioning and operation of the CMI, including the Coordination Unit, during the term of this MoU in accordance with their respective mandates, policies and internal approval processes. In addition, each Member or Partner shall ensure adequate funding for any CMI Program it sponsors to enable the said Program to achieve effective results. The World Bank will contribute to administrative costs, in accordance with internal rules and procedures. The MDTF will be used for cross-cutting activities, programs, administration and governance and other activities, in accordance with MDTF Administrative Agreements. Members and partners, choosing to do so, will contribute to financing of CMI programs, activities and administration directly 7.2 The CMI budget, including funding for the Programs and the administrative costs of the Coordination Unit, is prepared annually by the Manager of the Coordination Unit and submitted for approval to the Oversight Committee.

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7.3 The Coordination Unit will prepare interim unaudited financial reports on a semiannual basis and will submit them to the Annual Meetings.

8.

Evaluation of the CMI

8.1 An independent assessment of the CMI and its activities and Programs will be undertaken in 2014, at the initiative of the Oversight Committee. 8.2

Its conclusions will form the basis for a decision at the 2014 Annual Meeting.

8.3 The documentation for the 2014 Annual Meeting should explore the options of discontinuing operations, continuing with the current arrangements, moving to a multipartner new institutional entity or other mutually acceptable arrangement.

9.

General Provisions

9.1 The present MoU constitutes an expression of mutual good faith and intention of the Parties to cooperate for achieving the goals of the CMI. The MoU is not legally binding, nor does it commit either Members or Partners 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 officers and employees, which privileges and immunities are hereby specifically reserved. 9.2 The Parties 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 and disclosure of information and publicity, intellectual property and use of names and logos. The Parties agree that more detailed provisions related to these subjects may be developed by the Coordination Unit and approved by the Oversight Committee over time. 9.3 Each Party agrees to pay its own costs, fees and expenses of any kind deriving from or required for the application of the present MoU, except as otherwise provided in funding agreements related to the CMI, such as Administration Agreements for funds from the MDTF. 9.4 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, 2015, 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 8. 9.5 All disputes arising out, or in connection with the present MoU shall be resolved amicably, through constructive engagement and negotiation among the Parties hereto.

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9.6 Any notification under, or amendment or addendum to the present MoU shall be in writing and approved by all Parties to this MOU. 9.7 The World Bank reserves the right to request the Parties to amend this MoU as may be required in connection with the extension or modification of the existing Administration Agreements for the MDTF.

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In witness whereof, the Parties have caused the present MoU to become effective as of the day and date written below:

Dated XXXX Signed in XXX original copies

EGYPT FRANCE REPRESENTED THROUGH THE MINISTRY OF FOREIGN AND EUROPEAN AFFAIRS OF THE FRENCH REPUBLIC AND THE MINISTRY OF ECONOMY, INDUSTRY AND EMPLOYMENT OF THE FRENCH REPUBLIC JORDAN LEBANON MOROCCO TUNISIA THE EUROPEAN INVESTMENT BANK Vice President INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION Vice President Middle East and North Africa Department

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Memorandum%20of%20Understanding%20-%206-20-2012