AGREEMENT BETWEEN THE UNITED NATIONS EDUCATIONAL, SCIENTIFIC AND CULTURAL ORGANIZATION AND ITAIPÚ BINACIONAL Paris, UNESCO Headquarters
THE UNITED NATIONS And ITAIPÚ BINACIONAL EDUCATIONAL, SCIENTIFIC AND CULTURAL ORGANIZATION Hereinafter referred to each as a Party and together as the Parties, WHEREAS, Itaipú Binacional fully supports the designation of the International Centre on Hydro-Informatics for Integrated Water Resources Management (hereinafter referred to as CIH ) in Itaipú Binacional, as a category 2 centre under the auspices of UNESCO, WHEREAS, the UNESCO General Conference adopted a resolution (34 C/Resolution 30) pursuant to which it seeks to favour international cooperation with respect to the designation of CIH as a Category 2 Centre under the auspices of UNESCO, WHEREAS, the Director-General of UNESCO has been authorized by the Governing Bodies of UNESCO to enter into an agreement with Itaipú Binacional, HAVING REGARD to the Medium-Term Strategy for 2014-2021, approved by UNESCO s General Conference at its 37th session (37 C/4), UNDERLINING that Strategic Objective 4 of the said Strategy is Strengthening science, technology and innovation systems and policies nationally, regionally and globally, and that its Strategic Objective 5 is Promoting international scientific cooperation on critical challenges to sustainable development, DESIROUS of defining the terms and conditions governing the framework for cooperation with UNESCO that shall be granted to CIH in this Agreement, HAVE AGREED AS FOLLOWS: Article 1 Establishment Itaipú Binacional shall agree to take, in the course of the year 2016, any measures that may be required for the transformation of an existing institution into a category 2 center under the auspices of UNESCO, as provided for under the present Agreement. Article 2 Legal Status The Parties understand that CIH, as an integral part of Itaipú Binacional, which itself is a binational entity established by the Federative Republic of Brazil and the Republic of
Paraguay, has the legal status and capacity necessary for the exercise of its functions in accordance with the laws, regulations, and policies of Brazil and Paraguay and, in particular, the capacity to contract and to acquire and dispose of movable and immovable property through Itaipú Binacional. Article 3 CIH Governing documents ITAIPU will develop bylaws or other governance documents (the Governing Documents ) which shall include provisions confirming that: (a) CIH will maintain the legal status and capacity within Brazil and Paraguay necessary for it to exercise its functions and to receive funds (including as contributions and as payment for services rendered) and acquire all means necessary for its functioning, through Itaipú Binacional; and (b) CIH will maintain a governing structure which allows for UNESCO representation. Article 4 Objectives and functions of CIH The specific objectives and functions of CIH are aimed at conducting and supporting activities on water sciences and related disciplines, including cross-cutting and interdisciplinary themes for environmental, technological, sociological and economic applications, especially: (a) hydroinformatics in its broad concept, as well as its application to modelling and water management; (b) development of integrated water resources management technologies: applied research, development of computer tools (software) and technology transfer; (c) development of structures and processes of geo-processed information systems; (d) education, capacity-building, and technical assistance on hydrology and integrated surface and groundwater management; (e) (f) studies on water economics; environmental assessment. CIH shall implement capacity-building activities in hydroinformatics and shall develop its objectives and perform its functions to meet the demands of Brazil, Paraguay and other countries, at regional, interregional and international levels. Article 5
Advisory Board (a) The CIH shall be guided by an Advisory Board established by Itaipú Binacional and renewed every 3 years and shall include: the two General Directors of Itaipú Binacional, who will act as the co-chairpersons of the Advisory Board, as representatives of the Governments of Paraguay and Brazil; a representative from Itaipú Binacional designated by the Brazilian General Director of Itaipú Binacional; a representative from Itaipú Binacional designated by the Paraguayan General Director of Itaipú Binacional; up to three representatives of Member States and/or Associate Member States of UNESCO from Latin America and the Caribbean, which have expressed interest in being represented on the Advisory Board and have sent to the CIH notification for membership, in accordance with the stipulations of Article 8(b); the Director of the CIH, who shall act as observer to the Advisory Board; a representative of the Director-General of UNESCO; (b) The Advisory Board will offer to the CIH technical and other forms of advice to ensure strategic and programmatic management. Such advice will include providing guidance on aspects relating to the: long-term and medium-term programmes of CIH; annual work plan and staffing table of CIH; financial, administrative and personnel management procedures of CIH; participation of other organizations and entities; (c) The Advisory Board will also: examine the annual reports submitted by the director of CIH, including a biennial selfassessment of the CIH s contribution to UNESCO s programme objectives; and examine the annual periodic independent audit reports of the financial statements of CIH and monitor the provision of such accounting records necessary for the preparation of financial statements. Article 6 Contribution by Itaipú Binacional Itaipú Binacional undertakes to provide all the resources necessary for the functioning of the Center for the duration of the present Agreement as foreseen in Article 12 below. In addition, Itaipú Binacional undertakes to make in-kind contributions for real estate, staff-support salaries, and academic salaries. Article 7 UNESCO s contribution
UNESCO may provide assistance, as needed, in the form of technical assistance for the programme activities of CIH, in accordance with the strategic goals and objectives of UNESCO by: (a) providing the assistance of its experts in the specialized fields of CIH; (and/or) (b) engaging in temporary staff exchanges when appropriate, whereby the staff concerned will remain on the payroll of the dispatching organizations; (and/or) (c) seconding members of its staff temporarily, as may be decided by the Director-General on an exceptional basis if justified by the implementation of a joint activity/project within a strategic programme priority area. Article 8 Participation (a) CIH encourages the participation of Member States and Associate Members of UNESCO which, by their common interest in the objectives of CIH, desire to cooperate with CIH. (b) Member States and Associate Members of UNESCO wishing to participate in CIH s activities shall send notification to CIH to this effect. CIH shall inform UNESCO of the receipt of such notifications. Article 9 Responsibility As CIH is legally separate from UNESCO, the latter shall not be legally responsible for the acts or omissions of CIH, and shall also not be subject to any legal process, and/or bear no liabilities of any kind, be they financial or otherwise, with the exception of the provisions expressly laid down in the present Agreement. Article 10 Evaluation 1. UNESCO may, at any time, carry out an evaluation of the activities of the CIH in order to ascertain: (a) whether CIH makes a significant contribution to the UNESCO s strategic programme objectives and expected results aligned with the four-year programmatic period of C/5 document (Programme and Budget), including the two global priorities of UNESCO, and related sectoral or programme priorities and themes;
(b) whether the activities effectively pursued by the CIH are in conformity with those set out in this Agreement. 2. UNESCO shall, for the purpose of the review of this Agreement, conduct an evaluation of the contribution of the CIH to UNESCO strategic programme objectives, to be funded by Itaipú Binacional. 3. UNESCO undertakes to submit to Itaipú Binacional, at the earliest opportunity, a report on any evaluation conducted. 4. Following the results of an evaluation, each of the Parties shall have the option of requesting a revision of its contents or of denouncing the Agreement, as envisaged in Articles 14 and 15. Article 11 Use of UNESCO and Itaipú Binacional names and logos (a) CIH may mention its affiliation with UNESCO. It may therefore use after its title the mention under the auspices of UNESCO. (b) CIH is authorized to use the UNESCO logo or a version thereof on its letter headed paper and documents including electronic documents and web pages in accordance with the conditions established by the governing bodies of UNESCO. Article 12 Duration The present Agreement shall enter into force following its signature by the Parties, on the date of entry into force of the Agreement between UNESCO, the Government of Brazil and the Government of Paraguay. This Agreement is concluded for a period of six years as from its entry into force. The Agreement shall be renewed upon common agreement between Parties once the Executive Board of UNESCO made its comments based on the results of the renewal assessment provided by the Director-General of UNESCO. Article 13 Notification Any notice or communication by any Party to any other Party shall be in writing and shall be deemed to have been duly given if hand delivered, electronically mailed with receive notification requested, or mailed by certified mail, return receipt requested. The following addresses shall be used to provide notice under the present Agreement:
ON BEHALF OF UNESCO: Director-General UNESCO House 7, Place de Fontenoy 75007 Paris ON BEHALF OF ITAIPÚ BINACIONAL: Director-General Itaipu Binacional Av. Tancredo Neves, 6.731 CEP - 85866-900 Foz do Iguaçu, Paraná, Brasil AND Director-General Itaipu Binacional Calle De La Residenta, 1075 Caja Postal CC6919 - ASU Asunción, Paraguay Article 14 Denunciation 1. Each of the Parties shall be entitled to denounce this Agreement unilaterally. 2. The denunciation shall take effect 90 days following receipt of the notification sent by one of the Parties to the other. 3. Should the agreement between UNESCO, the Government of Brazil and the Government of Paraguay be terminated, the present Agreement shall automatically terminate on the date
of termination of the agreement between UNESCO, the Government of Brazil and the Government of Paraguay. Article 15 Revision The present Agreement may be amended by mutual written agreement of the Parties. Article 16 Settlement of disputes All disputes arising out of or in connection with the present Agreement shall be settled by mutual understanding. Any dispute, controversy or claim arising out of or in connection with the present Agreement or any breach thereof, shall, unless it is settled amicably, be referred to arbitration in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules. IN WITNESS WHERE OF, the undersigned have signed this Agreement on this day of [insert month], [insert year]. UNESCO By: Name: Title: Director General ITAIPÚ BINACIONAL By: Name:. By: Name:. Title: Director General (Brazil) Title: Director General (Paraguay)