AGREEMENT

This AGREEMENT is made on …………………. day of…………… in the city of Jaipur between the Government of Rajasthan through Director, Archaeology & Museums, Rajasthan Jaipur and JSW Foundation, a public trust formed under the Bombay Public Trust Act, 1950 and having its registered office at JSW Centre, BandraKurla Complex, Bandra (East), Mumbai 400051 through its authorized signatory  Trustee, Mr______________ to act for or on behalf of the Foundation (hereinafter referred to “JSW” which shall deem to include its successors and permitted assigns) of the Other Part;

The Director, Archaeology & Museums, Rajasthan Jaipur and JSW are sometimes referred to herein individually as “Party” and collectively, the “Parties”.

WHEREAS the “Director, Archaeology & Museums, Rajasthan Jaipur” is a guardian of property known as Kuldhara village situated at district Jaisalmer and more particularly described in the Schedule hereunder written and hereinafter in this agreement called as the "said Monument". The above mentioned Monument is falling under section 13 of the “Rajasthan Monuments Archaeological Sites and Antiquities Act, 1961” (hereinafter in this agreement referred to as the "said Act").

AND WHEREAS at present “Director, Archaeology & Museums, Rajasthan Jaipur” is maintaining the "said monument" from its own sources and revenue.

AND WHEREAS the “Director, Archaeology & Museums, Rajasthan Jaipur” is competent to enter into an agreement with any person, firm or trust on such terms and conditions, not inconsistent with the provisions of the said Act, as may be specified infor the restoration of the "said monument" as per the provision of section 13A of the "said Act".

AND WHEREAS the "JSW" has expressed their willingness for carrying out the said restoration work and upon acceptance by the Government, “Director, Archaeology & Museums, Rajasthan Jaipur” has agreed to grant the restoration work to the "JSW" on the basis of this agreement.

AND WHEREAS it is necessary to reduce the terms and conditions in a formal agreement between the parties and parties are agreed upon on following:

NOW THEREFORE THIS AGREEMENT WITNESSES AS FOLLOWS:

1.         Definition and interpretation:

1.1             STATE OF RAJASTHAN shall mean and include Director, Archaeology & Museums, Rajasthan Jaipur.

1.2             JSW shall mean and include JSW Foundation, its subsidiary and affiliate Companies.

1.3             Monument shall mean the monument described in schedule.

1.4             Effective date shall mean the date of this agreement.

1.5             Parties to the agreement shall mean the Director, Archaeology & Museums, Rajasthan Jaipur and the “JSW”.

2.         Duration:

2.1       The duration of this agreement shall be for a period of 3 years from the date of execution of this agreement or any such extended time as may be mutually agreed upon by the Parties herein.

3.         Scope of this agreement:

3.1       “JSW” shall restore the said Monument strictly in accordance with the approved management plan approved by the Director, Archaeology &Museums, Rajasthan Jaipur.

3.2       “JSW” shall restore the said Monument as per the conditions of this agreement and instruction given by the Director, Archaeology & Museums, Rajasthan Jaipur.      

4.         That this agreement shall never be construed as any tenancy agreement or lease agreement or otherwise creating any other right or interest in the "said Monument" in favour of “JSW" which is not at all the intention of the parties but on the contrary it will constitute merely a temporary agreement or arrangement only to allow the "JSW" to restore the "said monument" under the control and supervision of the Director, Archaeology & Museums, Rajasthan Jaipur.

5.         That "JSW" shall furnish to the Director, Archaeology & Museums, Rajasthan Jaipur a detailed restoration plan which would be implemented by “JSW” on approval by the Director, Archaeology & Museums, Rajasthan Jaipur.

6.         That the Director, Archaeology & Museums, Rajasthan Jaipur shall provide all necessary guidance to the "JSW" as are considered necessary for the proper and efficient restoration of the said monument covered by this agreement.

7.         That the Director, Archaeology & Museums, Rajasthan Jaipur will not appoint any other person or firm for the purpose of restoration of the said Monument and acknowledge that "JSW" will not be allowed to transfer and assign such rights to any other person or firm etc. in any manner.

8.         That "JSW” may participate in the maintenance and upkeep of the said Monument, restored under the provisions of this agreement for period and term as may be determined by the Director, Archaeology & Museums, Rajasthan Jaipur and the decision for the same shall be taken later on separately.

9.         That "JSW" shall provide adequate access to the Director, Archaeology &Museums, Rajasthan Jaipur to see and verify that the said Monuments are being restored as per the approved plans.

10.       That the Director, Archaeology & Museums, Rajasthan Jaipur shall facilitate “JSW” in obtaining all approvals of the appropriate authorities for the said restoration work of the "said monument" required if any and for discharging all its obligations under this Agreement. If there is any delay on the part of the “GOVT” in facilitating the approvals and/or sanctions for the said restoration work for reasons not attributable to “JSW”, then “JSW” shall be not responsible and accountable for such delays in commencing the said restoration work.

11.       That "JSW" shall not be entitled to demolish the existing structure on site. However, the material of the existing structure if demolished due to any reason shall be utilized in the remaining part of the said Monuments.

12.       That the “JSW” shall have to make necessary arrangements and/or infrastructure to obtain temporary connection of water and electricity for the restoration work and Director, Archaeology & Museums, Rajasthan Jaipur will make arrangement for permanent connection of water and electricity for subsequent upkeep of the said Monument

13.     That the Director, Archaeology & Museums, Rajasthan Jaipur shall be responsible for providing adequate fencing to protect the said Monument. However “JSW” shall have to arrange sufficient number of security guards for providing safety and security to monuments, artisans and workers employed by “JSW” for the restoration work. The Director, Archaeology & Museums, Rajasthan Jaipur shall strengthen and maintain the existing road leading to the said Monument site, at its own cost and expenses.

14.       That in case of default on the part of the "JSW" to restore the said monument in proper manner as per terms and conditions of this agreement the Director, Archaeology & Museums, Rajasthan Jaipur may by giving a prior one month notice in writing, terminate the agreement.

15.       That “JSW” will start the restoration work as per the time schedule mutually agreed with the Director, Archaeology & Museums, Rajasthan Jaipur. The progress regarding amount of work carried out, will be analyzed periodically by the Director, Archaeology & Museums, Rajasthan Jaipur.

16.       That the "said monument" comes under the category of a Historical Monument and the same is a protected Monument under the provisions of the "said Act" and the Director, Archaeology & Museums, Rajasthan Jaipur hereby clarifies that, they shall comply with each and every provision made and/or enacted, from time to time under the "said Act" in appointing “JSW” for the said restoration work of the said Monument.

17.       That the Director, Archaeology & Museums, Rajasthan Jaipur shall depute a senior civil engineer who will check and inspect the restoration of the said monument and verify that the material used by "JSW" is of the same quality as approved by the Director, Archaeology & Museums, Rajasthan Jaipur. The decision of such engineer in confirmation with “JSW” in all matter shall be final and binding on the "JSW".

18.       That the workers, engineers, architects, sub-contractors, material suppliers, labour contractors or any other person or body of persons employed by "JSW" or in any other way connected or concerned with the restoration of the said Monument shall

          have no concern with or claim against the Director, Archaeology & Museums, Rajasthan Jaipur which shall be the sole responsibility and liability of the "JSW". The "JSW" assures and undertakes to keep the Director, Archaeology & Museums, Rajasthan Jaipur harmless and indemnified against all such claims and actions and also against third party claims and actions arising out of or relating to or concerning the restoration work of the said monument.

However, to the fullest extent permitted by law, the Director, Archaeology & Museums, Rajasthan Jaipur shall indemnify and hold harmless “JSW”, its officers, directors, members, consultants, agents and employees, and Others (the Indemnities) from all claims for property damage or otherwise, other than to the Work itself and Monuments, including reasonable attorney’s fees, costs and expenses, that may arise from the negligent act or omission of the Constructor, Subcontractors or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable in the performance of the said preservation work, and assures the safety of the said monument  and shall  provide a safe place for the performance of the preservation work by “JSW”.

19.       That “JSW” shall carry out the restoration entirely at its own Cost and shall have the freedom to appoint its own contractors and consultants for the said restoration work.

20    The Director, Archaeology & Museums, Rajasthan Jaipur shall ensure display of name, logo and matter mentioning contribution of JSW towards the said restoration activities undertaken at the monument and  shall ensure display of name, logo by way of signage/plaques etc, at appropriate place. The placement, contents, and size of the signage/plaques etc. will be decided with mutual consent while ensuring that the same is in tune with the aesthetic value of the monuments and surroundings of destination

21.    In the event of any dispute or difference arising between the parties regarding this agreement, or in connection with the interpretation and/or effect of this agreement, the same shall be resolved by binding Arbitration, by an Arbitrator appointed jointly by the Principal Secretary, Art & Culture Government of Rajasthan on behalf of the Director, Archaeology & Museums, Rajasthan Jaipur and the “JSW” in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Such appointed Arbitrator shall be the sole arbitrator in accordance with the Arbitration and Conciliation Act. The venue of the arbitration shall be Jaipur City. All the costs and expenses of such arbitration and any proceedings connected therewith shall be paid and borne in equal shares by the parties to this agreement.

22.    This Agreement sets forth the entire understanding and agreement of the Parties and may be modified only by an agreement in writing executed by the Parties. All negotiations are merged into this Agreement. This Agreement shall be construed against the Party preparing it, but shall not be construed against the Party executing the restoration work under this Agreement.

SCHEDULE

Description of Monument

           In witness whereof the parties to this agreement have affixed their hands and seals on the …………………………. day of ……………………… in the presence of :

For Government of Rajasthan

Director,

Archaeology & Museums,

Rajasthan Jaipur

For “JSW”

Witnesses:-

1.

2.