This Agreement Shall Remain in FORCE From

ANNEXURE-1

DRAFT AGREEMENT

AGREEMENT NUMBER ………….

This AGREEMENT is made on the …….day of the month of ……2005 between______(PROJECT IMPLEMENTING AGENCY, HEREIN AFTER CALLED THE PIA OR THE FIRST PARTY), having its registered office at ……………..which unless repugnant to the contrary shall include its successors, administrators, heirs, assigns and nominees of FIRST PARTY

The… (HEREIN AFTER CALLED THE NGO OR THE SECOND PARTY), having its registered office at …………….., which shall include its successors, administrators, heirs, assigns and nominees of SECOND PARTY,

For conducting “PUBLIC PARTICIPATION AND AWARENESS PROGRAMME” UNDER JBIC funded YAMUNA ACTION PLAN –II

This Agreement shall remain in FORCE from …………..to………….unless terminated earlier in accordance with the provision of this Agreement or the period is extended through a mutually agreed amendment to the Agreement as per the criteria specified in section I of RFP.

The Total Cost for the project shall not exceed Rs………………..

Now, therefore the parties hereto agree as follows:

Section I

1. Construction of the Agreement

1.1 The Agreement shall be governed by and construed in accordance with the laws of INDIA.

2. Instructions and approvals

2.1 The PROJECT shall be implemented by the NGO in accordance with the Project Implementation Plan and Scope of work set out in clause Terms of Reference within the geographical area specified therein and with due diligence, efficiency and with due regard to the judicious use of funds. 2.2 No variation in the project implementation plan shall be allowed to the second party unless otherwise agreed to in writing by the both party i.e. NGO and PIA in the form of an amendment.

2.3 The PMU/ PIA shall not provide additional funds in respect of work done outside the scope of work and time schedule plan and takes no responsibilities whatsoever for such work.

3. General provisions

3.1 Nothing contained in this agreement shall be construed or have effect as constituting a relationship of employer and employee or principal and agent between the Employer and the NGO.

3.2 The Second Party shall be responsible for all acts and omissions of its staff and any persons, associations, institutions engaged by the NGO whether or not in the course of implementing the project and for the health, safety and security of such persons or entities and their property.

4. Amendment

4.1 In case any amendments are required in any part of the agreement, the NGO will agree to incorporate these amendments and implement /perform the same in the field. The agreement shall be amended by written mutual consent of the parties to the agreement. The amendments shall be documented and allotted a distinctive number.

5. Termination

The first party may terminate this agreement after giving the due notice to the NGO and on finding the non-compliance of the notice for improvement given by the employer. However, such reasons for termination may be related in terms of the followings;

5.1 In the event of unsatisfactory performance by the NGO/ second party the PMU may, at its sole discretion and at any time, terminate the agreement and inform the NGO of the its decision in writing. The agreement shall stand terminated on the date as mentioned in the written communication.

5.2 In the event, when the second party is found involved in any manner or form in the corrupt practices or misappropriating the funds/ Assets, which belongs or has been marked for the project activities, and the second party has sufficient grounds to believe so.

5.3. In the event of violation of any of the provisions specified in various clauses of this agreement and Terms of Reference that lead to a conflict and affects may affects the objectives of the programme, at any time of Agreement period. . 6. Contractual Obligations

6.1 The NGO shall not be entitled to payment of any amount or by way of compensation for termination of the Agreement for the causes mentioned above.

6.2 The NGO shall submit full accounts of the project in writing taking into account all receipts and payments and commitments incurred for the purposes of the Agreement and the termination. The MCD or its representative may carry out an audit of the PROJECT.

6.3 The PMU/ PIA shall reimburse/ funds to the NGO to meet approved expenses and commitments related to the PROJECT up to and including the date of termination (the relevant date) including expenses necessarily incurred by the NGO after the relevant date in winding the Agreement, provided that claim of the NGO is within the approved limit and genuine.

6.4 In the event of excess disbursement to the NGO, the PMU shall demand and recover from the NGO such excess disbursements and the NGO would be liable to refund the excess disbursements within a period of 30 days of ascertainment of the final amount.

7. Force Majeure:

7.1 .1 If the performance of the Agreement by either party is delayed, hindered or prevented or is otherwise frustrated by reason of force majeure, which shall mean war, civil commotion, fire, flood, action by any Govt or any event beyond the control of the parties to the Agreement, then the party so affected shall promptly notify the other party in writing specifying the nature of the Force Majeure and of the anticipated delay in the performance of the Agreement. From the date of the notification the PMU shall at its discretion, either terminate the Agreement forthwith or suspend the performance of the Agreement for a period not exceeding 6 months. If at the expiry of such period of suspension, any of the reasons for the suspension still remain, the MCD and the NGO shall either agree to a further period of suspension treat the Agreement as terminated.

7.2 If at the expiry of the second period of suspension, the reasons for the suspension still remain, the MCD and the NGO shall treat the Agreement as terminated.

8.Settlement of disputes

8.1 Should the NGO and the PMU be unable to reach agreement on the meaning or interpretation of any of the clauses set out hereto or any other matters arising out of the Agreement the matter in dispute shall be referred to the Steering committee set up under the programme.

8.2 All disputes arising between the parties shall be subjected to the jurisdiction of the Courts in ------only and in no other courts.

9. Evaluation:

9.1 The PMUshall undertake or cause to be undertaken, evaluation of the impact and cost effectiveness of THE PROJECT. Such evaluation shall be carried out during the tenure of the Agreement. The NGO shall when required give the MCD or its representative reasonable cooperation and access to its records in connection with the Agreement.

10. Conflict of Interest

10.1 Neither the NGO, their personnel nor their agent shall engage in any personal business or professional activities, either during the course of or after the termination of this Agreement, which conflict with or could potentially conflict with the object of the PROJECT.

10.2 The NGO shall notify the PMU immediately of any such activities or circumstances and shall advise the PMU how they intend to avoid such a conflict.

11. Disclosure of information, Intellectual Property Rights and Official Securities Act

11.1 The NGO shall not during or after the termination of the agreement disclose to any third party any confidential information arising from the agreement (other than in the proper performance of their duties hereunder or as may be required by a court or arbitration panel of competent jurisdiction) except with the prior written permission of the PMU.

Section II: Terms of Reference (to be attached)

Section III: Priced Bill and Mode of Payment (As per the negotiated brake up )

Disbursements

All disbursements shall be made in Indian Rupees.

Funds requisition shall be submitted by the NGO in accordance with the specific instructions given. NGO will submit fund utilization statements as per the specific instructions given.

Only if the MCD is satisfied with the progress of implementation of the PROJECT as per the Project implementation plan and grant installments duly approved funds shall be disbursed as per the Schedule of Grant disbursements.

In the event the implementation of the PROJECT is not as per the scope of work and targets, the PMU shall reserve the right to – withhold or reduce the grant installment amount applied for by the NGO in the Funds Requisition or stop further disbursements of Grant installments to the NGO. Release of the grant installments shall be made upon remedying of the unsatisfactory work and on resolution of the outstanding queries by the NGO to the satisfaction of the PMU/ PIA .

In the event the cumulative disbursements made to the project are in excess of the expenditure actually incurred in terms of the PIP , the MCD shall deduct the excess amount from future installments disbursed to the NGO.

Funds requisition

Funds requisition for grant installment shall be presented to the PIAs/PMU in the prescribed format by the NGO and shall contain details of expenditure to be incurred by the NGO during the period in accordance with the Schedule of Grant disbursements.

All Funds requisitions shall be endorsed as follows:

“Certified that the amounts mentioned in this Funds requisitions are required wholly and necessarily for the purpose of The Project and have not claimed before”.

The NGO’s authorized person shall sign all Funds requisitions.

Any Funds requisitions if not presented in accordance with the above shall be liable to be rejected.

Accounts, Records and Audit

The NGO shall maintain all accounting records and documents in accordance with the instructions given. No compliance with the instructions by the NGO will be a ground for termination of the agreement.

The PIA/PMU or its representatives /auditors appointed by the MCD shall, on giving reasonable notice to the NGO, visit the NGO’s offices to review and audit the Accounts and records. The NGO shall co-operate with such teams during the review, provides access to accounts and records pertaining to the PROJECT whether on computer or in manual form, provide copies of accounts and records, provide oral or written explanations of the accounts and records as may be reasonably required. If the PMU finds any errors or inaccuracies in the Accounts & Records of the NGO, the NGO shall within 30 days of a written demand served by the MCD carry out suitable rectification in its Accounts & Records.

Any information/document/record/details requested by the PMU/ PIA would be promptly attended by the NGO and supplied within a reasonable time frame.

Annual audited accounts of the project

NGO will submit annual audited accounts of the project, each bearing original signatures along with an auditor’s certificate within …………….to the PIA/PMU for each of the financial years covered by the project. The end of the financial year for the project shall be 31st March every year.

The annual accounts of the project shall be signed by the Finance officer of the organization and be certified by an independent firm of professional auditors. This account should bear a certificate from the auditors confirming the total receipt and expenditure in respect of the grant and also to the effect that the grant was expected in accordance with the terms of the Agreement.

Balances

Any unspent balance from the YAP-II programme grant on completion of the project shall be refunded to the MCD.

Equipment/Fixed Assets

Any non-consumable items of equipment purchased under the grant with a useful life of more than one year shall remain the property of PIA/ PMU and shall not be disposed of except as directions of the. NGO shall maintain an inventory of all such purchases and keep the PIA informed. Entries of the inventory shall include the following:

Description Specific identification Date of purchase Original value Location and or user Person responsible for it

Disposal of these items on the inventory at the end of the grant shall be arranged in conjunction with the PIA/PMU.

Section IV: General Information For the success of the programme, the cooperation of the local administration, accredited press, media, respected public representatives and recognized political representatives is of utmost importance. So it will be responsibility of the NGO to make close liaison, interaction and personal contact with above to seek their full cooperation.

The NGO will work in close association with the PIA, the Project Management Consultants (PMC) and with other partner NGOs while implementing the programme so as to achieve better results and harmony.

During the implementation of any activity, the expenditure on photographs and video- graphy and other related material should be borne by the NGO. Nothing extra on this account shall be payable.

The PIA/PMU will extend all necessary help whenever required to the NGO for effective implementing the awarded program.

In witness whereof, the parties hereto have caused this agreement to be signed in their respective names.

For and on behalf of MCD

Witness:

Name Position Signature Date

For and on behalf of NGO

Witness:

Name Position Signature Date