icsi hq: icsi house, 22, institutional area, lodi road ......chennai, kolkata and mumbai and 73...

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Page1 ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003 ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP) No. ICSI/CC/EOI/2019 Date: 12 th July , 2019 EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE. EOI Date 12 th July, 2019 EOI Document Fee Rs. 236/- (Rs. 200/- + 18% GST) (Rupees Two Hundred Thirty Six only) EMD Amount Rs. 30,000/- (Rupees Thirty Thousand only) (Not to be submitted with the EOI but to be submitted with the financial/commercial bid by the qualified and shortlisted bidders). Last Date and Time for submission of EOI 26 th July, 2019 by 2:00 PM Address for submission of EOI The Institute of Company Secretaries of India ICSI House, C – 36 (Ground Floor: Tender Box) Sector 62, Noida – 201309 (UP) Venue, Date and time of opening of EOI Address as above. Date: 26 th July, 2019 at 3:00 PM EOI Validity 90 days from the last date of submission of the EOI Contact details Ms. Preeti Kaushik Banerjee Director (Dte. BPR &CC) ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110 003 Tel- 011– 4534 1022 Email: [email protected] Institute’s Website www.icsi.edu

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ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003

ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP)

No. ICSI/CC/EOI/2019 Date: 12th July , 2019

EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE.

EOI Date 12th July, 2019

EOI Document Fee Rs. 236/- (Rs. 200/- + 18% GST) (Rupees Two Hundred Thirty Six only)

EMD Amount Rs. 30,000/- (Rupees Thirty Thousand only) (Not to be submitted with the EOI but to be submitted with the financial/commercial bid by the qualified and shortlisted bidders).

Last Date and Time for submission of EOI

26th July, 2019 by 2:00 PM

Address for submission of EOI The Institute of Company Secretaries of India ICSI House, C – 36 (Ground Floor: Tender Box) Sector 62, Noida – 201309 (UP)

Venue, Date and time of opening of EOI

Address as above. Date: 26th July, 2019 at 3:00 PM

EOI Validity 90 days from the last date of submission of the EOI

Contact details Ms. Preeti Kaushik Banerjee Director (Dte. BPR &CC) ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110 003 Tel- 011– 4534 1022 Email: [email protected]

Institute’s Website www.icsi.edu

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No.ICSI/CC/EOI/2019 Date: 12th July, 2019

EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIOJINGLE

The Institute of Company Secretaries of India (ICSI / Institute) intends to empanel 5 (maximum nos.) of Production Agencies/ Producers for the various Job requirements for the ICSI Headquarters, Regional Offices and Chapters across India for a period of three years.

The Expression of Interest (EOI) document contains statements derived from information that is believed to be relevant at the date but does not purport to provide all of the information that may be necessary or desirable to enable an intending contracting party to determine whether or not to enter into a contract or arrangement with ICSI. Neither ICSI nor any of its employees, agents, contractors, or advisers has carried out or will carry out an independent audit or verification exercise in relation to the contents of any part of the document. Subject to any law to the contrary, and to the maximum extent permitted by law, ICSI and its officers, employees, contractors, agents, and advisers disclaimer all liability from any loss or damage (whether foreseeable or not) suffered by any person acting on or refraining from acting because of any information including forecasts, statements, estimates, or projections contained in this EOI document or conduct ancillary to it whether or not the loss or damage arises in connection with any negligence, omission, default, lack of care or misrepresentation on the part of ICSI or any of its officers, employees, contractors, agents, or advisers. Contact Person details:

Ms. Preeti Kaushik Banerjee Director(Branding, Public Relations &Corporate Communication) The Institute of Company Secretaries of India ICSI House, 22 Institutional Area Lodi Road, New Delhi- 110 003 Tel- 011– 4534 1022 Email:[email protected]

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THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI): The Institute of Company Secretaries of India (ICSI) is constituted under an Act of Parliament i.e. the Company Secretaries Act, 1980 (Act No. 56 of 1980). ICSI is the only recognized professional body in India to develop and regulate the profession of Company Secretaries in India. It functions under the jurisdiction of Ministry of Corporate Affairs, Government of India. ICSI has its headquarters at Delhi with four regional offices at New Delhi, Chennai, Kolkata and Mumbai and 73 Chapters across India. There are over 57,000 qualified members both in employment and in practice who are constantly endeavoring for the transition of Company Secretaries as Governance Professionals. About 3.5 lakh students are currently enrolled in the Company Secretaries course. The ICSI is actively engaged in acceptance and adoption of good governance practices and has pioneered the promotion and propagation of such practices amongst the corporates. ICSI “Motto”: “Satyam Vada, Dharmam Chara Speak the truth. Abide by the law” ICSI “Vision”: “To be global leader in promoting good corporate governance” ICSI “Mission”: “To develop high calibre professionals facilitating good corporate governance”.

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1) Instructions to Applicants:

Interested agencies may submit their EOI along with their credentials in

sealed envelopes (NEATLY WRITTEN IN CAPS “EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE dated 12th July, 2019”) should be addressed by name to The Secretary, The ICSI and sent at the Institute’s address given below either by registered post/speed post/courier or by dropping in the tender box placed at Ground Floor of Institute’s Headquarter at its Noida office address as mentioned below & should reach on or before 3:00 PM on 26th July, 2019 Address:

The Secretary The Institute of Company Secretaries of India ICSI House, C-36, (Ground Floor : Tender Box) Sector-62, Noida – 201309 (UP)

The Institute shall not be liable for any transit delays whatsoever and EOIs received after the stipulated time/date are liable to be rejected summarily without assigning any reason and without any further reference to the Applicant

a) The EOI document may be obtained during working hours from 12th July, 2019 to 26th July, 2019 (till 01.00 PM) on all ICSI-HQ working days on payment of Rs. 236/- (Rs. 200/- + 18%GST) (Rupees Two Hundred Thirty Six only) (non-refundable) from the Reception Counter of the Institute on cash payment or by submitting a demand draft in favour of “The Institute of Company Secretaries of India”, payable at New Delhi. The EOI document can also be downloaded from the website of the Institute (www.icsi.edu) for which Applicant would be required to enclose a demand draft of Rs. 236/- (Rs.200/- + 18%GST) (Rupees Two Hundred Thirty Six only) (non-refundable) towards the cost of the EOI document along with their quotes, failing which the EOI shall be out rightly rejected. If any discrepancies found in the downloaded version of the EOI, the version of the EOI document kept at Purchase cell of the Institute will be treated as authentic correct.

b) EOI Submission: Each Applicant shall submit the EOI in two separate

sealed envelopes (i) EOI document Fee is to be put in envelope No. 1

(please mark the envelope as “No.1 –EOI document Fee”) and (ii) signed all pages of EOI document, Annexures along with all requisite documents is to be put in envelope No. 2 (please mark the envelope as “No. 2 – EOI

Documents”). All the sealed envelopes bearing No. 1 and 2 as mentioned above are to be put in main envelop i.e. Envelope No. 3.

The offers must be submitted in covers duly sealed, failing which the documents would not be accepted.

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c) EOIs shall be opened on 26th July, 2019 at 3:00 PM in the Institute of Company Secretaries of India at ICSI House, C-36, Sector-62 Noida 201309 in the presence of those Applicant(s), who wish to be present. No separate communication will be sent in this regard. In the event of due date being a closed holiday or declared Holiday for ICSI-HQ / Central Government offices, the due date for opening of the EOIs will be the following working day at the appointed time and venue.

d) Earnest Money Deposit (EMD):

i. The bidders who are qualified and shortlisted by ICSI for submission of financial / commercial bid, shall have to furnish EMD of Rs.30,000/-(Rupees Thirty Thousand only) in the form of Demand Draft/Pay Order drawn in favour of “THE INSTITUTE OF COMPANY SECRETARIES OF INDIA” payable at New Delhi along with the financial / commercial bid. ii. The financial / commercial bid submitted by the qualified and shortlisted by ICSI without the prescribed Earnest Money Deposit (EMD) shall not be entertained and shall be rejected summarily. iii. The EMD of the successful bidder can either be converted as part of the performance security on request of the bidder or will be refunded after receipt of Performance Guarantee/Security. In case the selected bidder opts to convert the EMD to be part of the performance security, balance amount towards the performance security will be submitted by the selected bidder/vendor with the ICSI in the form of bank guarantee from scheduled bank immediately within seven (07) days of issue of work order but before execution of the agreement. The EMD of the unsuccessful bidders will be refunded without any interest/Bank commission/collection charges within 30 days after award of the contract / work order to the successful bidder (s).

(Note: The bidders having valid registration with NSIC/MSME may avail exemption from submission of EMD but must enclose valid NSIC / MSME certificate/document instead of EMD demand draft. However, all bidders irrespective of their registration with NSIC/MSME have to submit the requisite Tender Fee).

2) ELIGIBILITY CRITERIA

The following are the eligibility criteria for EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE PRODUCTION The PRODUCTION AGENCIES/ PRODUCERS applying for empanelment should have –

A. at least 03 years’ experience of production & editing of film/documentary/TVC/Radio jingle (have to submit documentary evidence

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e.g. copy of work order, contract document, award letters of at least three jobs each with completion certificates of Government/ Autonomous bodies/ private sector client for whom TVC/films/radio jingles were produced including produced samples thereof. etc.)

B. furnished its brief profile as per Annexure “A” C. submitted ITR of last three assessment years (i.e. 2018-19, 2017-18 &

2016-17) D. submitted copy PAN/valid GST certificate. E. submitted undertaking of willingness for production on agreed

rates/commercial rates. F. submitted signed and sealed copy on each page of this EOI document as

token of acceptance of the terms and conditions of the EOI. G. Submitted acceptance form on Bidder’s business letterhead as per Annexure

“C” H. not have been blacklisted by any Firm/Organization/School/Board/University/

Institution or any Government organization at any point of time. (Declaration from Authorized Signatory on the Bidder’s Business Letter Head).

3) PROCESS FOR EMPANELMENT:

I. The Institute of Company Secretaries of India (ICSI) will short list the

PRODUCTION AGENCIES/ PRODUCERS on the basis of their meeting the eligibility criteria.

II. Short-listed agencies will be required to make presentation which will be evaluated to judge the capability of the bidders based on total marks of 50 on pre-set parameters (creativity – 20 marks, quality – 20 marks, Profile – 5 marks and versatility – 5 marks) : A) Presentation on any ONE of the following–

i. 20 seconds TV Spot- highlighting Company Secretaries as

Governance Professional, ii. 20 seconds Radio Spot- highlighting Company Secretaries as

Governance Professional, iii. video for any ICSI Event

III. Bidders who fulfill the eligibility criteria as mentioned in clause 2 and based on

score of presentation are in top 10 ten will be invited to submit the commercials based on Institute requirement (‘rate only’ commercials)as per format Annexure “D for finalization of Empanelment with the Institute”.

The Institute of Company Secretaries of India (ICSI) reserves the right to reject any EOI without assigning any reason. 4) SCOPE OF WORK FOR PRODUCTION AGENCIES/ PRODUCERS:

1. Production of Video Spot./Documentaries/films 2. Production of Radio Spot, Jingle, Sponsored Radio Programmes, 3. Editing / Modification of Audio-Video production for Radio, TV, Films

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4. Adaptation/ Modification of the language version, content, characters, property, artists, outdoor shooting, language graphic animations etc.

5) LIST OF DOCUMENTS TO BE ENCLOSED WITH THE EOI

i. Brief Profile of the PRODUCTION AGENCIES/ PRODUCERS and experience

in the field. ii. LEGAL STATUS i.e.

WHETHER PUBLIC LTD. / PVT. LTD. CO / PARTNERSHIP / PROPRIETORSHIP / ANY OTHER (ATTACH DOCUMENTARY EVIDENCE)

iii. Principal places of business, that, the head office and their branch offices with detailed addresses and contact numbers.

iv. Copy of PAN, GST registration, Business Registration / Trade Certificate.

v. Any other information that the agencies may like to provide. Please note that inability of submitting any of the documents (duly signed by the authorized signatory of the Agency) listed above will disqualify the agency from short listing. 6) TERMS & CONDITIONS of EOI

i. The EOI shall be typed or written in indelible ink and shall be signed and

sealed by the Applicant or a person duly authorized by the Applicant. The person(s) signing the EOI shall initial all pages of the EOI with seal, except for un-amended printed literature. The EOI without the seal and signatures in all pages of all documents are to be disqualified.

ii. The Applicant is expected to examine all instructions, forms, terms and

specifications in the EOI documents. Failure to furnish all information required by the EOI documents may result in the rejection of its EOI and will be at the Applicant’s own risk.

iii. The EOI prepared by the Applicant, as well as all correspondence and

documents relating to the EOI exchanged between the Applicant and the ICSI shall be in English.

vi. EOI sent through Telex/Telegrams/Fax/e-mail will not be accepted. EOI,

completed in all aspects should reach ICSI on or before the last date by registered post or speed post or courier only. ICSI will not be responsible for any postal delays. EOI submitted in person at specified address will also be accepted. EOI received after due date & time or without necessary documents will be rejected.

iv. The EOI will be summarily rejected if all the documentary evidence in

support of the above conditions as per the eligibility criteria in the format as described is not submitted .

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v. Incomplete EOI shall be rejected out rightly. No alterations, amendments or

modifications shall be made by the Applicant in the EOI documents and if any such alterations are made or any special conditions attached, the EOI is liable to be rejected at the discretion of the ICSI without reference to the Applicant.

vi. Each Applicant acknowledges and accepts that before closing date of

submission of EOI ICSI may in its absolute discretion apply/change selection criteria specified in the document for evaluation of proposals for short listing / selecting the eligible Applicant(s) which shall be notified by bringing out corrigendum.

vii. All Applicants on responding to ICSI for EOI, will be deemed to have accepted

the terms and conditions of this EOI.

viii. ICSI reserves the right of accepting the EOI in whole or in part without assigning any reason and such decision shall be final. The part acceptance of the EOI shall not violate the terms and conditions of the EOI / contract and the Applicant shall execute the work at the specified rates without any extra charges or compensation within the stipulated period.

ix. Non acceptance of any of the terms & conditions as stated in EOI document

and / or conditional EOI shall render the EOI invalid.

x. Tempering with any format given may be liable for rejection / disqualification of the EOI. Any amendment to the EOI document only will be notified through Institute’s website www.icsi.edu.

xi. Applicants should provide details of their contact person, telephone, fax, email

and full address(s) to ensure that replies to EOI could be conveyed promptly.

xii. All costs and expenses incurred by the Applicants in any way associated with the development, preparation, and submission of responses, including but not limited to; the attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by ICSI to facilitate the evaluation process, and in negotiating a definitive Service Agreement or all such activities related to the empanelment process, will be borne entirely and exclusively by the Applicant.

xiii. The EOI should remain valid for 90 days from the last date of submission of

the EOI.

xiv. At any time prior to the last date for receipt of EOI, the ICSI, may, for any reason, whether at its own initiative or in response to a clarification requested by the EOI, modify the EOI by issuing an addendum/corrigendum. Any such amendment issued along with the original EOI document will constitute Revised EOI. The addendum/corrigendum will be uploaded on the ICSI website. The Applicants are requested to visit the website frequently to check for any decision of ICSI on the need for any modification shall be final and binding on all.

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xv. In order to afford prospective Applicants reasonable time to take the

Corrigendum into account in preparing their EOIs, ICSI may, at its discretion, extend the deadline for submission of EOI.

xvi. Any Corrigendum, Clarifications etc. shall be binding on the Applicants and

shall be given due consideration by them while they submit their EOIs.

xvii. The ICSI may at any time during the empanelment process but before opening the EOI, request the Applicants to submit revised EOI in case of change in Scope of Work without thereby incurring any liability to the affected Applicant(s).

xviii. In case of any work for which there is no specification given in the EOI but the

same is essential for the job / work mentioned in EOI document, such work shall be carried out in accordance with the directions of the ICSI without any extra cost to the ICSI.

xix. This EOI does not commit ICSI to award a contract. Further, no reimbursable

cost may be incurred in anticipation of empanelment.

xx. No binding legal relationship will exist between any of the Applicants, or its director(s), employee(s) or its agent(s)and ICSI until execution of a contractual agreement.

xxi. During evaluation of the EOI, the ICSI may at its discretion, ask the Applicant

for clarification of its EOI and the same has to be provided within the time period as specified by ICSI and in case of a default it will be deemed that Applicant has no clarification to submit and the EOI is liable to be evaluated and/or rejected accordingly. The request for clarification and the response shall be in writing.

xxii. The right of acceptance of an EOI shall rest with the ICSI. ICSI reserves to

itself the right to reject any or all the EOI received without assigning any reason(s) whatsoever and without any notice to the Applicant. Non acceptance of any EOI shall not make the ICSI liable for compensation or damages of any kind. ICSI further reserves the right to annul the entire empanelment process with or without notice or reasons. Such decisions by ICSI shall be final and bear no liability whatsoever consequent upon such decisions.

xxiii. ICSI shall have the right to assess the competencies and capabilities of the

Applicant by going through the credentials given in the EOI and on the basis of such credentials, ICSI may reject the EOI without assigning any reason.

xxiv. That it is expressly understood and made clear to the Applicants that the its

employees, staff, agents, representatives etc. or by any other person directly or indirectly employed by him shall not be employee / officer of the ICSI for any purpose and in no case, there will be any relationship of Employer & Employee, implicitly or explicitly between ICSI and Applicant or its employees,

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staff, agents, representatives etc. or by any other person directly or indirectly employed by him. None of such person of the Applicant shall have any right to claim anything against the ICSI.

xxv. All the Applicants automatically agree with ICSI for honoring all aspects of fair

trade practices in executing the works assigned by ICSI.

xxvi. The ICSI may by notice in writing blacklist the Applicant for suitable period in case it found guilty for breach of condition(s) of the EOI, its EOI, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by Agency or by its partner or staff or agent.

xxvii. Any dispute, difference, controversy or claim (“Dispute”) arising between the

Parties out of or in relation to or in connection with this EOI document, or the breach, termination, effect, validity, interpretation or EOI or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by the authorised official of the parties. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall be referred to the sole arbitration of the Secretary of the Institute of Company Secretaries of India or any other person appointed by him as Sole Arbitrator. The provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The cost of the Arbitration proceedings shall be shared equally by both the parties. The language of the arbitration and the award shall be English. The award of the sole arbitrator shall be final and binding on the parties. Place of such arbitration proceedings shall be at Delhi.

7) Terms and Conditions of Contract:

i. PRODUCTION AGENCIES/ PRODUCERS will be empaneled for three

years; however this period can be extended/shortened at the discretion of the Institute. There shall be an option to renew the empanelment for a further period of 2 years based on satisfactory performance and with the existing rate, terms and conditions.

ii. The Institute will have the right to drop any PRODUCTION AGENCIES/

PRODUCERS from the empaneled list without assigning any reason whatsoever. Institute also reserves the right to modify the term and conditions of contract for empaneled agencies on mutual agreement.

iii. The empaneled PRODUCTION AGENCIES/ PRODUCERS is expected to

maintain high level of professional ethics and will not act in any manner, which is detrimental to Institute’s interest. PRODUCTION AGENCIES/ PRODUCERS will maintain confidentiality on matters disclosed till proper instruction is issued for publication. ICSI reserves the right to impose penalty in case of any violation of the above.

iv. AV / Commercial once selected will be the property of ICSI and it can be

repeatedly used by the Institute in different media like print, outdoor, electronic, Internet, Social Networking Sites etc. without seeking

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permission from concerned advertising agencies or paying any commission. PRODUCTION AGENCIES/ PRODUCERS has to provide original AV to ICSI. The PRODUCTION AGENCIES/ PRODUCERS can’t use the concept, artwork, picture, film and jingle for other clients once ICSI selects it. Once ICSI accepts any production and pays to the empaneled vendor, it is implied that the copyright of such productions are automatically transferred to ICSI. ICSI shall continue perpetually to enjoy its copyright on those productions without any further reference to the producing agencies.

v. ICSI reserves the right to suggest, instruct or make necessary

modification to the selected artwork, concept, film etc. and the concerned PRODUCTION AGENCIES/ PRODUCERS will be required to carry the modifications suggested.

vi. Empaneled PRODUCTION AGENCIES/ PRODUCERS shall ensure that either

they do not violate the copyright or have the requisite permission of copyrights of photographs/Videos/designs etc., that they use for ICSI and ICSI shall not be responsible for any copyright violation.

vii. All the assignments concerning the Institute shall be issued with the prior

approval of the Institute of Company Secretaries of India (ICSI).

viii. Payment shall normally be made within 45 days after completion of the full assignment and acceptance by ICSI or receipt of the final bill whichever is later and, duly supported by all documentation as required subject to deduction of applicable TDS etc. .

ix. The Copyright of the creatives developed for ICSI will always be with ICSI and

remain with ICSI even after expiry of the contract with the empaneled agency(ies), and can be utilized by ICSI for ICSI campaigns through other Agencies.

x. ICSI also reserves the right to employ any outside agency for carrying out

campaigns/ brand building exercise/Video Production/Designing work etc.

xi. The Institute shall have the discretion to give work to any other Empaneled

agency and agency selected through this EOI will have no right or claim for getting the job. The ICSI may assign the Work to the empaneled Agency(ies) after comparing the aspects of Quality and Experience.

xii. The performance of PRODUCTION AGENCY(IES)/ PRODUCER(S) shall be

regularly reviewed on the key parameters of creativity, initiative, competency and response time. In the event that empaneled agency fails to meet ICSI requirements, ICSI shall be constrained to terminate the empanelment of that particular agency.

xiii. The ICSI reserves the right to empanel any other PRODUCTION

AGENCIES/ PRODUCERS or cancel empanelment without assigning any reason thereof even before expiry of the period of empanelment.

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xiv. Empaneled PRODUCTION AGENCIES/ PRODUCERS will not be allowed to

engage any other sub-agency or transfer the empanelment to any other agency.

xv. The Institute does not guarantee any minimum business or assignment

which will depend on the requirements, financial resources available and performance of the empaneled agency(ies).

xvi. ICSI being a service organization, many of the requirements could be of emergency nature. The PRODUCTION AGENCIES/ PRODUCERS have to respond to such demands at short Notice despite holidays / beyond office hours.

xvii. It is clearly understood by the empaneled agency(ies) that no financial

liability of any type is created by issuance of the letter of empanelment.

xviii. The empaneled agency shall sign an Agreement on the basis of the EOI terms and conditions within 15 days from the date of issuing of the LOI. Tentative terms and conditions of the Agreement are at Annexure ‘B’.

xix. Bank Guarantee/Security Deposit

a) Successful agency has to submit the security deposit /performance

guarantee from scheduled bank of equivalent amount of 5% of the contract value on awarding the contract within 10 days of issue of order but before execution of the agreement, to cover any loss or damage caused to or suffered by the Institute due to acts of commission and omission by the successful bidder or any failure on the part of the successful bidder in fulfillment of terms and conditions of the contract and conditions contained in the agreement. The Bank Guarantee shall have to remain valid for the entire duration of the Contract plus three months beyond the completion of contract period. The successful bidder shall not be entitled to any claim or receive any interest on the amount of performance guarantee. The EMD of the successful bidder will be refunded after submission of the performance Guarantee/Security Deposit. Successful bidder may also submit the performance guarantee in the form of demand draft payable to ICSI at New Delhi.

The successful agency having valid registration with NSIC/MSME on the date of submission of EOI, are also required to submit requisite security deposit / performance guarantee.

b) Failure of the empaneled agency to comply with the requirement and breach of terms & conditions of EOI and agreement shall constitute sufficient grounds for the annulment of the award and forfeiture of the EMD. In case of

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exigency, if the ICSI gets the work done from elsewhere, the difference in the cost of getting the work done will be borne by the agency.

xx. The successful agency must ensure that the every deputed personnel is

covered by adequate insurance coverage to address any contingencies. The vendor shall be liable for accident, injury, losses due to any accident or negligence of their workers and shall also be liable to incur all the expenses in consequence thereof and Institute is in no way responsible for any damages arising out of this tender/contract.

xxi. The successful PRODUCTION AGENCIES/ PRODUCERS must ensure that during execution of the contract they will abide by all statutory provision as applicable to this contract including but not limited to the applicable laws related to Media, PF, ESIC, Minimum Wages, prohibition of Child labour and / or any other relevant law.

Note: The decision of Secretary, the ICSI will be Final in all matters relating to

the empanelment of PRODUCTION AGENCIES/ PRODUCERS . 8) CHECK LIST (To be attached along with the EOI for empanelment):

Profile of the PRODUCTION AGENCIES/ PRODUCERS as per Annexure “A”.

Copy of Registration / Trade Certificate in support of their registered office/studio in Delhi/NCR area.

at least 03 years’ experience of production & editing of film/documentary/TVC/Radio jingle documentary evidence e.g. copy of work order, contract document, award letters of at least three jobs each with completion certificates of Government/ Autonomous bodies/ private sector client for whom TVC/films/radio jingles were produced including produced samples thereof. etc.)

Copy of ITR of last three assessment years (i.e. 2018-19, 2017-18 & 2016-17)

Copy PAN /valid GST certificate.

Undertaking on bidder’s business letter head of willingness for production for ICSI on agreed rates/commercial rates.

Signed and sealed copy on each page of this EOI document as token of acceptance of the terms and conditions of the EOI.

The acceptance form on Bidder’s business letterhead as per Annexure “C”.

Declaration from Authorized Signatory on the Bidder’s Business Letter Head of not have been blacklisted by any Firm/Organization/School/

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Board/University/Institution or any Government organization at any point of time.

Any other information that the Agencies may like to Provide (Please Specify)

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________

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Annexure – A

No.ICSI/CC/EOI/2019 12th

July, 2019

EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE.

PARTICULARS OF BIDDER

(ALL COLUMNS ARE TO BE FILLED IN BLOCK LETTERS)

1. Name of the bidder

(a) Trade Name _______________________

(b) Status of the Bidder _______________________

(Proprietorship/Partnership/LLP/Limited Co.)

(c) Name of Proprietor/Partners/CEO/Directors _______________________ 2. Postal Address _______________________

_______________________ 3. Telephone No. / Mobile No. for communication _______________________ 4. E-mail (mandatory) / Website address (if available) _______________________ 5. Bank Draft No, date, Bank name and amount (if applicable) /MSME or NSIC Regn. No. (a) Tender Fees _______________________ (b) EMD _______________________ (c) MSME/NSIC Regn. No. (if applicable) _______________________ (Enclose self-attested photocopy) 6.Name of the Banker, Branch Name, A/c No. and IFS Code (for e-payment purpose) _______________________ 7. PAN (Enclose self-attested photocopy) _______________________ 8. GSTIN Code (Enclose self-attested photocopy) _______________________ 9. Trade License/Business License/CIN (if applicable) _______________________ (Enclose self-attested photocopy) 10. Any other Relevant Information _______________________ (e.g. Number of Years of Experience in similar line of business / Turnover for last Financial year) I/We hereby declare and affirm that I/we have read and understood the terms and conditions of this EOI/tender/quotation/NIT as stipulated in the EOI/tender No. ___________. Accordingly, I/ we accept the terms and conditions of the RFP.

Signature ________________ Name of the bidder ________________

Date_________ Official seal of bidder ______________ NOTE: Please submit all supporting documents (self–attested photocopy) wherever applicable in support of the information furnished above with seal and signature of the bidder’s authorized representative.

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Annexure ‘B’

TENATIVE TERMS AND CONDITIONS OF Service Level AGREEMENT

(SLA):-

I. PENALTY:

In cases, where ICSI has to incur monitory loss for any established negligence on the part of the empaneled Agency, the loss shall be made good by the Agency. ICSI shall realize the amount from the Agency from its pending bills or by raising claims.

II. Confidentiality of Information

a. During the term of the agreement / empanelment and thereafter, any ICSI’s Confidential Information received by the Agency, under and by virtue of this Agreement, shall be maintained in the strictest confidence and trust and shall not be disclosed to a third party without the prior written consent of the disclosing party, unless such information is required to be disclosed in pursuance of the order of a competent court, tribunal or other regulatory authority exercising valid jurisdiction, in which case the Agency shall promptly notify the ICSI in writing of such disclosure. For purposes of this agreement "Confidential Information" means information that: (i) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and / or (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. b. Provided that upon the expiration, cancellation, or termination of this Agreement, each party shall, upon the written request of the other party, return or destroy, to the satisfaction of the other Party, all Confidential Information, documents, manuals and other materials specified by the other Party.

III. Assignment & Sub-Letting

Agency shall not assign or sub-let any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the ICSI. However, nothing in the foregoing shall be affected in the event of there being a merger, amalgamation or takeover of the business/ management of a party. In such an eventuality all the rights and obligations shall automatically be vested with the entity with which such party has been merged or is taken over. In the event of the Agency is taken over / bought over by another Agency / firm, all the obligations under the agreement with ICSI, should be passed on for compliance by the new Agency / firm / new division in the negotiation for their transfer. The selected Agency will not outsource the work to any other associate/franchisee/third party under any circumstances. If it so happens then ICSI will impose sanctions.

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IV. Statutory Compliance: The agency will be required to comply with all

statutory obligations from time to time applicable to this contract.

V. TERMINATION

Either party may terminate this Agreement by giving a three(03) months’ notice in writing to the other party for termination of agreement. The ICSI without prejudice to any other remedy, reserves the right to terminate the agreement in whole or in part by giving one (01)month notice in writing in case Agency fails to discharge its obligation under this agreement without sufficient grounds or found guilty for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by Agency or by its partner, staff or agent.

Any pending or unresolved operational issues, performance, unpaid fees and any other remedies shall continue by the Agency during the period of termination notice and the same must be satisfied before this agreement is terminated. The ICSI may also put in place any other Agency for carrying out the remaining work and expenditure incurred on same shall be recovered from the Agency.

The Agency shall have no claim to any payment or compensation whatsoever on account of any profit or advantage, which would have been derived from the performance of this agreement in full, but which he did not derive in consequences of the full performance of this agreement not having been carried out, nor shall he have any claim for compensation / damage for the loss suffered by him by reason of termination of agreement by the ICSI. No claim for interest will be entertained by ICSI with respect to any moneys or balances, which may be in its hands owing to a dispute between itself and the Agency.

VI. Blacklisting

The ICSI may by notice in writing blacklist the Agency for suitable period in case it fails to discharge its obligation under this agreement without sufficient grounds or found guilty for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by Agency or by its partner or staff or agent.

VII. INDEMNITY

a. Agency shall be solely liable for and shall indemnify ICSI, its officers, servants, employees and agents against all liabilities, losses,

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claims and expenses of any nature whatsoever arising from any personal injury or illness (including death) of any nature whatsoever and any penalty, loss, damage or destruction to any property whether real or personal where such liability/loss/claims/expenses arises out of the conduct of the Agency in connection with this agreement whether under common law, under statute or otherwise. The Agency further covenants and agrees to indemnify and keep at all times indemnified the ICSI against any loss or damage that the ICSI may sustain directly or indirectly as a result of the failure or negligence of the Agency or its partner or agents or employees to faithfully carry out its obligations under this agreement or due to any dispute between the Agency and its professionals and further to pay for all loses, damages, costs, charges and expenses which the ICSI may reasonably incur or suffer and to indemnify and keep indemnified the ICSI in all respects. b. The indemnifying party shall be granted immediate and complete control of any claim of indemnity and the indemnified party shall not prejudice the indemnifying party's defense of the claim. c. The indemnified party shall give the indemnifying party all reasonable assistance at the expense of the indemnifying party on such claim of indemnity.

VIII. FORCE MAJEURE

The Parties shall not be liable for any failure to perform, any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. "Force Majeure Event" means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

IX. Compliances of Law

Agency shall carry out its obligations under this agreement in strict compliance with all relevant laws and regulations of the State or Territory within India where the Services are being rendered and in accordance with the conditions of any permit, license or concession relating to any part of the Services, whether held by Agency, ICSI or any other concerned party.

X. Independent Contract & Relationship between the Parties

The relationship of Agency to ICSI under this Agreement shall be that of an independent contractor. The acts/performance and actions taken by either party in furtherance of their respective activities of operation shall not bind the other except to the extent provided under this Agreement. The acts performed and action taken by either party that

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do not fall under the Agreement shall have binding effect on the other to the extent they are reduced to writing and the prior consent of the other party is obtained.

XI. Non-Exclusive Agreement

The agreement between the ICSI and Agency is a non-exclusive agreement. The ICSI shall be free to enter into any such agreement with any other Agency during currency or the extended currency of this Agreement.

XII. Complete / Entire Agreement:

This Agreement, its Attachments, if any, and the documents specifically referred herein constitute the complete Agreement between the Parties and replace any written or oral Agreement or understanding with respect to the subject matter. Changes, amendments or interpretations of this Agreement shall be valid only if they are in writing and signed by both parties, except that each Party may make a change of domicile or change of the name of the person to whom notifications shall be sent. This notification shall be made through a written document to the other Party to this Agreement.

XIII. Representations and Warranties

The Parties represent and warrant that they have relevant authority and permission under the applicable laws/ rules/ notifications or by virtue of the order/ instruction/ directive from the relevant authority to enter into this Agreement. Both the Parties shall also ensure that they holds all necessary copy rights, licence, rights and other proprietary rights required in respect of any device or method used by it while discharging their respective obligations under this Agreement.

XIV. Non Waiver:

Failure to exercise by either party of any right under this Agreement in one or more instances shall not constitute a waiver of those rights in another instance. Such waiver by one Party of any of the rights established herein shall not be considered as a waiver of another right established herein. A provision or right under this agreement shall not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by all the parties.

XV. Severability

If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement will remain otherwise in full force apart from that provision(s) which shall be deemed deleted.

XVI. Notices & Notifications:

All notices, notifications, request, consents or other communications required or permitted to be given to either party pursuant to this Agreement shall be in writing and shall be delivered personally or sent by Registered Post with acknowledgement due, Speed post or by

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courier to the addresses indicated in this Agreement. Any change of Address should be notified to each other.

XVII. Alteration and Modification

Any alteration or modification or waiver in connection with this agreement will not be effective unless made in writing and signed by both the parties.

XVIII. Headings:

The headings used in this Agreement are for purposes of convenience only and shall not control the language or meaning of the provision following.

XIX. Precedence:

In the event of any ambiguity or doubt or dispute on the terms and conditions applicable, the order of precedence for the purposes of resolving such ambiguity, doubt or dispute shall be:

(1) This Agreement (2) The Attachments (if any) (3) The EOI

XX. Payment of Taxes: Agency shall be responsible for and shall pay all taxes, duties, excises, assessments or other charges of any kind or nature whatsoever levied by any government or governmental body on or in connection with the assignment under this Agreement.

XXI. Manpower: That it is expressly understood & agreed between the parties that the personnel(s) employed / hired / engaged (permanent / regular / casual / contractual / temporarily / daily wager or whatever be the status / name) by any party, directly or indirectly for the performance of the obligations under this Agreement shall not be employee / officer of the other Party for any purpose

XXII. Dispute Resolution:

Any dispute, difference, controversy or claim (“Dispute”) arising between the Parties out of or in relation to or in connection with this Agreement, or the breach, termination, effect, validity, interpretation or EOI of this Agreement or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by the authorised official of the parties. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall be referred to the sole arbitration of the Secretary of the Institute of Company Secretaries of India or any other person appointed by him as Sole Arbitrator. The provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The venue of the arbitration shall be at New Delhi. The cost of the Arbitration proceedings shall be shared

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equally by both the parties. The language of the arbitration and the award shall be English. The decision / award of the arbitrator shall be final and binding.

XXIII. Governing Law

The Agreement shall be interpreted in accordance with and governed by the laws of India.

XXIV. Jurisdiction of Courts:

All disputes arising out of or relating to the Agreement shall be deemed to have arisen in New Delhi and only courts having jurisdiction over Delhi shall determine the same.

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ANNEXURE-C

(EOI acceptance letter to be printed on business letterhead of the bidder and to be submitted with the Technical Bid)

To The Officiating Secretary The Institute of Company Secretaries of India ICSI House, C-36, Sector-62 Noida – 201 309 (UP)

Sub: EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE.

Sir, This is with reference to the EOINo. ICSI/CC/EOI/2019 due on _________, 2019. We are interested to participate in the EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE. We declare that:

i) We have read and understood the terms and conditions given in the EOI Document;

ii) We are eligible for award of the contract as per the qualification criteria mentioned in the EOI Document;

iii) We accept and agree to all the terms and conditions of the EOI; iv) We shall comply with all the terms and conditions of the EOI; v) All the information / documents provided in this bid are true to the best of our

knowledge and belief. If at any stage, the information / documents are found to be false, misleading or incorrect then this Bid / Purchase Order shall be cancelled at our cost and risk and we shall indemnify the Institute (ICSI) for the loss caused due to the cancellation and we shall be liable for penal / legal action including black listing by ICSI.

vi) We understand that ICSI reserves the right to cancel the EOI at any stage or cancel / reject any one or more bid without incurring any liability.

vii) The duly signed copies of all the EOI pages are attached herewith. (Signature of the Bidder)

Printed Name Designation

Official seal/ stamp Date:

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Annexure “D”

EOI FOR EMPANELMENT OF AGENCIES/ PRODUCERS FOR PRODUCTION OF HIGH QUALITY FILM/ DOCUMENTARY/TVC/RADIO JINGLE.

(Tentative list of assignment)

Commercial bid format – (Applicableonly forAgencies / Producers short-listed on the basis of creative

presentation) (Figure in Rs.)

1. RADIO SPOTS / JINGLES: The Consolidated rates (includes charges for script, production with good voices and Music& Audio, software, master CD, one copy of CD etc.,) except GST which will paid extra as per applicable rate given below are applicable to radio creative which are partially or fully music based, with original composition.

Duration of Radio Spots / Jingles

Master Version

Language Version

Re-recording Shorter Version or re-editing of Old Spots

Upto 30 Seconds

31-60 seconds

2. VIDEO SPOT / DOCUMENTARIES / VIDEO COMPILATION: The consolidated rates (all inclusive) except GST which will paid extra as per applicable rate of Video Spot/ Documentaries / telefilms are as given below, shot on Digi Beta or DV Cam:

Duration Master Dubbing Language

Version HD

Format Re-

Voiceover Re-

Shooting Charges

Re-Editing

Charges

Video Spot

Upto 30 Seconds

31-60 seconds

61-90 seconds

90-120 seconds

Documentaries / Short Films

2-5 minutes

5-10 minutes

10-15 minutes

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15-30minutes

30-60 minutes

VIDEO COMPILATION

2-5 minutes

5-10 minutes

10-15 minutes

15-30minutes

Explanation of Consolidated Rate for Videospots/Telefilms/Documentaries/ Short Films: The consolidated rate includes charges for script, detailed shot-by-shot storyboard (for Video-spots), location, travel Delhi-NCR, models, anchors, shooting, editing, jingle, 2-D/3D animation/ 2D & 3D Character animation/all kinds of Graphics, titling/sub-titling/text, music, voiceover, background effects, special effects,). Two Master Copies (both mixed and unmixed) in Digi Beta or DVC. In addition, all video-spots would be required to be submitted in suitable digital MPEG format at broadcast quality for delivery by internet. Language Version: The language version would include besides dubbing, regional content, Characters, property, artists, outdoor shooting in regional locations, language graphic animations etc. to ensure regional look to the programme Payment of Royalties: Payment of royalty/credit for copyright purposes to any public/private organization or person for using any input `in a production would be the responsibility of the producer/Agency. Labelling: Each DVD/CD and its cover should be properly labelled mentioning title of spot/programme, subject, duration, language, name of client, name of DAVP/production agency and year of production.

(Signature of the Authorised Signatory with name, designation& Seal)

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Annexure ‘E’

Format- Performance Bank Guarantee from a Scheduled Bank

FOR PERFORMANCE GUARANTEE Ref. No. Bank Guarantee No

Dated

To, The Secretary Institute of Company Secretaries of India ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110003 1. Against contract vide Advance Acceptance of the Tender covering “RFP for

…………………………………………………………..” (hereinafter called the said 'contract') entered into between the Institute of Company Secretaries of India, (hereinafter called the Purchaser) and _______________ (hereinafter called the Contractor) this is to certify that at the request of the Contractor we_______ Bank Ltd., are holding in trust in favour of the Purchaser, the amount of Rs ___________________/- (Rs. only) to indemnify and keep indemnified the Purchaser against any loss or damage that may be caused to or suffered by the Purchaser by reason of any breach by the Contractor of any of the terms and conditions of the said contract and/or in the performance thereof. We agree that the decision of the Purchaser, whether any breach of any of the terms and conditions of the said contract and/or in the performance thereof has been committed by the Contractor and the amount of loss or damage that has been caused or suffered by the Purchaser shall be final and binding on us and the amount of the said loss or damage shall be paid by us forthwith on demand and without demur to the Purchaser.

2. We Bank Ltd, further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for satisfactory performance and fulfilment in all respects of the said contract by the Contractor i.e. till hereinafter called the said date and that if any claim accrues or arises against us Bank Ltd, by virtue of this guarantee before the said date, the same shall be enforceable against us Bank Ltd, notwithstanding the fact that the same is enforced within six months after the said date, provided that notice of any such claim has been given to us Bank Ltd, by the Purchaser before the said date. Payment under this letter of guarantee shall be made promptly upon our receipt of notice to that effect from the Purchaser.

3. It is fully understood that this guarantee is effective from the date of the said contract and that we_____ Bank Ltd, undertake not to revoke this guarantee during its currency without the consent in writing of the Purchaser.

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4. We undertake to pay to the Purchaser any money so demanded notwithstanding any dispute or disputes raised by the Contractor in any suit or proceeding pending before any court or Tribunal relating thereto our liability under this present bond being absolute and unequivocal.

5. The payment so made by us under this bond shall be a valid discharge of our

liability for payment there under and the Contractor shall have no claim against us for making such payment.

6. We Bank Ltd, further agree that the Purchaser

shall have the fullest liberty, without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said contract or to extend time of performance by the Contractor from time to time or to postpone for any time or from time to time any of the powers exercisable by the Purchaser against the said Contractor and to forebear or enforce any of the terms and conditions relating to the said contract and we, Bank Ltd., shall not be released from our liability under this guarantee by reason of any such variation or extension being granted to the said Contractor or for any forbearance by the Purchaser to the said Contractor or for any forbearance and or omission on the part of the Purchaser or any other matter or thing whatsoever, which under the law relating to sureties, would, but for this provision have the effect of so releasing us from our liability under this guarantee.

7. This guarantee will not be discharged due to the change in the constitution of the Bank or the Bidder.

WITNESS NO. 1 Authorised Bank Representative -------------------------- ------------------

(Signature) (Signature) Full name and official Full name, designation and Address (in legible letters) address (in legible letters)

with Bank stamp

WITNESS NO. 2 -------------------------- Attorney as per power of

(Signature) Attorney No............. Full name and official Dated………

Address (in legible letters)