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  MOU SIGNED BETWEEN THE CTT & THE TRUSTEES OF VMH
ON 14 MAY 2007
The MOU is entered into with the object of implementing the project of constructing
an Annex to house the VMH Centre for Arts and learning.

 MEMORANDUM OF UNDERSTANDING

 DATED THIS 14th DAY OF MAY, 2007

BETWEEN

The Calcutta Tercentenary Trust
And
The Trustees of Victoria Memorial Hall
Parties to this MOU are The Calcutta Tercentenary Trust, established and registered in the United Kingdom [being registered charity No.328453 (1989)] having its principal office at C/O Royal Asiatic Society, 14, Stephenson Way, London NW1 2HD (hereinafter referred to as "CTT") and The Trustees of Victoria Memorial Hall, a body corporate established by the Victoria Memorial Act, 1903 having its office at 1, Queen's Way, Kolkata - 700071, West Bengal, India (hereinafter referred to as "VMH").
 Preamble  
 Para 1 Parties to this MOU are The Calcutta Tercentenary Trust, established and registered in the United Kingdom [being registered charity No.328453 (1989)] having its principal office at C/O Royal Asiatic Society, 14, Stephenson Way, London NW1 2HD (hereinafter referred to as "CTT") and The Trustees of Victoria Memorial Hall, a body corporate established by the Victoria Memorial Act, 1903 having its office at 1, Queen's Way, Kolkata - 700071, West Bengal, India (hereinafter referred to as "VMH").
   
 Para 2 This MOU is entered into with the object of implementing the project of constructing an Annexe to house the VMH Centre for Arts and learning, which will have a lecture hall, a library, research facilities, space for children's programme, a bookshop, cafeteria, exhibition galleries, reception for entrance orientation, administrative office relating to the functions of the new building, toilets and cloak-rooms. Some existing functions in the present building such as administrative offices, public café, toilet and service support systems are also to be re-housed in the new Annexe. The scope, content, overall size and location of the proposed Annexe are to be found in a proposal prepared by Cullum & Nightingale, architects, and Dulal Mukherjee Associates, architects, which was presented by CTT to, and considered by the Trustees of VMH and approved in principle on the 18th August, 2005. A copy of the said Proposal is annexed to this memorandum.
   
 Para 3  VMH and CTT will collaborate with and actively support each other in the implementation of the project to ensure its completion on time and within budget.
   
 Main text  CTT and VMH will co-operate in the manner indicated herein below.
 1. CTT will raise, from outside India, and provide the funds required to be spent for implementing the project up to the completion of the proposed Annexe, excluding the component of the building to house the relocated VMH functions (administrative offices, public café, toilet and various support systems as stated at page 14 and 17 of the Proposal). Costs for implementing the project to be incurred by CTT are presently estimated at Rs.48 crores. If the actual expenditure exceeds Rs. 48 crores, as may be calculated between CTT and VMH, CTT will provide the additional funds.
 2. The cost of construction (which includes the proportionate cost of the architects and/or consultants) and fit-out of the building included in the project which are intended for re-accommodation of any existing offices, such as administrative offices, public café, toilets and service staff requirements, will be borne by VMH, the facilities and costs to be agreed as part of the Scheme Design (Milestone 2 - see Annexure). The financial liability of VMH in respect of construction and fit-out shall be limited to that extent only.
3.  CTT will provide, within six months from signature of the MOU, the funds required to reach Milestone 2, and within three months thereafter the funds required to reach Milestones 3 and 4. The balance will be raised within nine months thereafter.
4.  VMH will make the funds available for the purpose of meeting their part of the costs, as mentioned in para 2 of this MOU, as soon as CTT has raised the funds for which it is responsible.
 5. All funds raised by CTT for the construction of the building and all contributions made by VMH for the purpose of implementing this project will be put, into a dedicated bank account with the State Bank of India which has a branch in London to be operated by VMH under the overall supervision and guidance of the joint committee as constituted under clause 8 of this MOU. CTT will keep VMH fully informed about the donations received for the project.
 6. VMH will carry out the construction of the proposed Annexe subject to sanction, clearance and permission of the concerned authorities under the guidance and supervision of the joint committee.
 7. The new Annexe will be compatible with the style and materials of the existing Hall. It must not in any way overshadow or clash with the main structure. It will occupy the site of the existing low-grade service buildings along the southeast boundary of the VMH grounds. The ground coverage of the proposed Annexe will be about 6420 square metres. The ground coverage shall not exceed the area currently occupied by the present non-family staff quarters, dormitory, restaurant and other low-grade service buildings and adjoining pavements inaccessible to the public. The new construction will protect and enhance the existing views of VMH and from it. VMH will seek necessary environmental clearances for the project and will ensure that it meets the highest environmental standards. The Annexe will be under the Canopy of the existing trees, and proper conservation and management of all existing trees will be ensured.
 8. For giving overall guidance and for supervising the progress of the project, a seven-member joint committee will be formed. The Secretary and Curator of VMH and the Project Director of CTT shall be the members of the joint committee. Two other members will be nominated by CTT and two by VMH as members of the joint committee. One representative of the Department of Culture, Govt. of India will be in the committee. The number of members of the joint committee may be increased by consent of CTT and VMH provided that at all times the number of members nominated by CTT and VMH will be equal. If the project cannot be continued in terms of the MOU for any reason the joint committee shall stand dissolved.
 9. The decisions of the joint committee will be taken by consensus and not by majority vote. The completion of each Milestone must be approved by the joint committee in order to proceed to the following stage. In case the joint committee fails to arrive at a decision, it will refer the matter to the respective Boards of CTT and the VMH.
 10. It will be the responsibility of the joint committee to keep VMH and CTT fully informed regarding the scheme design and plans, specifications, tenders, fit out, allocation of funds at each Milestone (see Annexure).
 11. The accounts of the fund and utilization of funds for the implementation of the project will be maintained by VMH and will be made available for scrutiny by the members of the joint committee, together with relevant professional advisers. The accounts of the fund shall be audited by the Office of the Principal Director of Audit (Central), Kolkata. CTT will ensure that contributions and funds are raised only outside India.
12.  The Board of Trustees, Victoria Memorial Hall has already approved the appointment of Cullum & Nightingale and Dulal Mukherjee Associates as architects for the project. Appointment of contractors and consultants from within India will be made by VMH in accordance with the rules and regulations of the Government of India and in the matter of calling of tenders, the Government of India norms will be followed. In the event of any consultant from outside India being appointed from milestone 2 stage onwards, that appointment will be made by CTT in joint agreement between VMH and CTT and in accordance with the terms and conditions prevailing in the home country. The joint committee shall guide and supervise the process.
 13. The proposed construction will be in accordance with the sanctions, clearances and permissions of the concerned authorities. The cost of obtaining such sanctions, clearances and permissions will be part of the project cost. A proper environmental impact assessment with public hearing will be made before the project is finally taken up. VMH will bear the expenses of the environmental impact assessment to be made locally.
 14. Any construction made or facilities provided before or after the practical completion of the project shall be and always remain the property of VMH. CTT or any donor will have no right, title, interest or privilege in respect of any construction or facilities provided pursuant to this project. After completion of the project, VMH will be solely responsible for the new Annexure and facilities therein including their managing, running and maintenance. CTT will not be responsible for meeting any costs after completion of the project. VMH will bear the cost of running and maintaining the new Centre.
15.  If the project cannot progress in the manner envisaged in the MOU and its annexures for reasons beyond the control of the parties then, the parties will review the matter urgently and make all reasonable efforts to reach the objectives of the project contained therein.
16.  If the project cannot be completed on time and within budget on account of non-compliance of obligation by either party, then the parties will review the matter urgently. If for unavoidable reasons CTT has to withdraw from the project it will be open to VMH to deal with the incomplete construction in such manner as it may deem fit.
17.  If the project cannot be continued in terms of this MOU for any reason the balance of funds in the dedicated bank account of VMH shall remain in the said account to pay outstanding bills, if any, and to complete the project.
18.  Subject to any restriction or prohibition by the Hon'ble High Court at Kolkata, a permanent record of the contribution of CTT, architects and donors will be prominently displayed in the new Annexe, on completion of the project by the funds of the CTT.
19.  Transparency will be maintained in the matter of allocation and utilization of funds. It is understood that VMH shall be obliged to furnish such information with regard to implementation of this project as the members of the public are entitled to have under the law.
 20.  In case of any dispute or differences in the matter of implementing the project or of this MOU, which cannot be resolved even after the same is referred to the respective Boards and by the respective Chairmen representing the Boards, such disputes or differences will be referred to arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996. In case of such arbitration, each party shall appoint one Arbitrator and the two appointed Arbitrators shall appoint a third Arbitrator, who will act as the presiding Arbitrator. The venue of arbitration will be in Kolkata. The laws applicable will be the laws prevailing in India.
 21. This MOU is executed in Kolkata. In case of any legal proceeding relating to arbitration or otherwise, only courts of Kolkata will have jurisdiction.
 22.  This MOU is signed by Ms. Sujata Sen, a member of the Board of Trustees of CTT who is duly authorized to sign this MOU on behalf of CTT, and Professor Chitta Ranjan Panda, Secretary and Curator of VMH, who is duly authorized to sign this MOU on behalf of VMH, on 14 May 2007 at Kolkata.

 Signature: Signed
 
Signature: Signed  
 

 Annexure  
 (a) This timetable for the project, following signature of this MOU (Milestone 1) will be:
- Completion of Scheme Design (detailed brief, general arrangement of buildings and internal space, overall appearance and elevations, basic building materials, programme and phasing, detailed costing) (Milestone 2);
-  Pre-Tender stage (completion of detailed design and tender documentation, statutory permissions) (Milestone 3);
-  Pre-Contract stage (tenders received, instruction of main construction contract, site cleared for construction) (Milestone 4);
-  Construction stage (Completion of main construction - instruct fit-out contract) (Milestone 5);
 - Project practical completion (pre-handover of completed facility to VMH) (Milestone 6);
A flow-chart is attached.
 (b) The main responsibilities of the joint committee are set out in paras 5, 6, 8-12 of this MOU:
-  At every stage of the project until practical completion, the joint committee will guide and supervise the execution of the project;
-  The joint committee will meet to approve the completion of each Milestone and supervise progress on the next Milestone. It may, by agreement, meet more frequently (e.g. to discuss briefing details, check the accounts, deal with unforeseen issues etc.);
-   Meetings of the joint committee will be convened by the Secretary and Curator of VMH and the Project Director of CTT acting jointly. Other members of the joint committee may request meetings through, and with the agreement of, the Secretary and Curator of VMH and the Project Director of CTT;
-  The architects will be invited to send representatives to meetings of the joint committee;
-  10 days' notice will normally be given of meetings;
-   meetings may be held by video or tele-conference to facilitate attendance.
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