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MTNL-Brand-Revamp

VIEWS: 20 PAGES: 28

									Mahanagar Telephone Nigam Ltd. (MTNL)




Invitation for Expression of Interest to hire Consultant for ―Brand Revamping of MTNL‖
                         LIST OF CONTENTS
Sl. No   Description                             Page No.
1.       DEFINITIONS                             4
2.       INTRODUCTION                            4
            (i) STATEMENT OF PURPOSE
            (ii) BACKGROUND
3        VALIDITY OF CONTRACT                    5
4        SCOPE OF WORK                           5
5        ELIGIBILITY CRITERIA                    7
6        PROCEDURE FOR SUBMISSION OF BIDS /      8
         EOI
7        CLARIFICATION ON EOI DOCUMENT           9
8        LATE EOI                                10
9A       PERIOD OF VALIDITY OF BIDS              10
9B       CLARIFICATION OF BIDS                   10
10       BID      SECURITY/    EARNEST   MONEY   10
         DEPOSIT
11       DOCUMENTS         REQUIRED    TO   BE   10
         SUBMITTED ALONG WITH BID/EOI
12       CONFIDENTIALITY & NON DISCLOSURE        11
         OF INFORMATION
13       PAYMENT TERMS                           12
14       SELECTION PROCESS                       12
15       EVALUATION CRITERIA                     13
16       PERFORMANCE BANK GAURANTEE              13
17       AMENDMENT TO EOI                        13
18       DELIVERABLES                            13
19       CONDUCT OF WORK                         14
20       IMPROVEMENT OF SCOPE OF WORK            14
21       INDEMNIFICATION                         14
22       BREACH OF CONTRACT                      15
23       DISPUTE RESOLUTION MECHANISM AND        15
         ARBITRATION
24       COMMUNICATION                           16
25       ENFORCEMENT                             16
26       FORCE MAJEURE                           16
27       TERMINATION FOR DEFAULT                 17
28       TERMINATION FOR INSOLVENCY              17
29       SET-OFF                                 17




                                                            2
Annexure 1    PERFORMANCE         SECURITY 18
              GUARANTEE BOND
Annexure 2    BID SECURITY / EARNEST MONEY 20
              SUBMISSION FORM
Annexure 3    APPLICATION PROFORMA             21
Annexure 4    BRIEF CVS OF KEY PERSONNEL       22
Annexure 5    PROFESSIONAL EXPERIENCE OF THE   23
              FIRM
Annexure 6    BRIEF ON MAJOR CONSULTANCY       24
              ASSIGNMENTS
Annexure 7    AUTHORISATION LETTER         25
Annexure 8    DECLARATION FOR CONFLICT OF 26
              INTEREST
Annexure 9    UNPRICED CREATIVE /TECHNICAL 27
              BID
Annexure 10   FINANCIAL BID                    28




                                                    3
1.      DEFINITIONS:
(i)     ―The Company‖ means the MAHANAGAR TELEPHONE NIGAM LIMITED.
(ii)    ―The Bidder‖ means the individual or firm or consultant who participates in this
        EOI and submits its bid.
(iii)   ―Agency/ies or consultant ‖ means the successful bidder/s.
(iv)    ―Contract‖ means the agreement between MTNL and the successful bidder/s
        called Consultant / agency/ies/consultant for Brand revamping of MTNL
(v)     ―The Contract Price‖ means the lowest price offered by the Consultant
        /agency/ies for Brand revamping of MTNL.
(vi)    ―Contract Period‖ means the period of 1 year from the date on which the Contract
        comes into effect.
(vii)   ―Event‖ means any brand revamping exercise done for MTNL through Consultant
        / agency/ies.
2.      INTRODUCTION:

(i)     Statement of Purpose
Mahanagar Telephone Nigam Ltd (MTNL) intends to undertake a Brand Audit study.
This will entail development, roll-out and management of a new MTNL brand. Alongside
the visual elements, the re-branding exercise should include an internal culture change
programme geared to align the brand promise of the organization to the expectations of
its customers and other stakeholders. The exercise should ensure that the new MTNL
brand is built and reflected effectively through staff, so that they understand, believe and
reflect the brand promise. Further, the exercise should ensure all the touch points of the
new brand are experienced by our stakeholders, as well as driving the business.

(ii)    Background

MTNL was set up on 1st April, 1986 by the Government of India to upgrade the quality of
telecom services, expand the telecom network, introduce new services and to raise
revenue for telecom development needs of India‘s key metro cities of Delhi and Mumbai.
MTNL is the principal provider of fixed-line telecommunication service in the two
Metropolitan Cities of Delhi and Mumbai. It offers mobile services in the city of Delhi
including four peripheral towns Noida, Gurgaon, Faridabad & Ghaziabad and the areas
falling under the Mumbai Municipal Corporation, New Mumbai Corporation and Thane
Municipal Corporation along with Mumbai city.

In past 25 years of its operations MTNL has been in the forefront of offering state of the
art technology based telecommunications services to over 9 million customer‘s at most
affordable prices. MTNL was the first to launch some of the latest telecom technologies


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in the country like ADSL 2+ & VDSL2 technology in broadband, IPTV on MPEG4
technology, VOIP and 3G Mobile services as first telecom operator.
MTNL was proud to be the official telecom partner to Common Wealth Games 2010 held
in Delhi. It had set up a world class communication infrastructure for transmission of
games data, security data, high definition broadcast signal (HDTV) between sports venue,
international broadcasting centers, press center, master control facilities etc.
Through its Joint Ventures and Subsidiaries, MTNL is providing telecommunications
beyond boundaries. MTNL is present in Nepal through its Joint Venture United Telecom
Limited (UTL) and in Mauritius through its 100% subsidiary Mahanagar Telephone
Mauritius Limited (MTML).

The Millennium Telecom Limited (MTL) is a wholly owned subsidiary of MTNL. A
joint venture of MTNL and BSNL is planning to set up international gateway capacity to
provide ILD services for Voice, VOIP and internet data as per license provisions.

MTNL-STPI IT Services Limited another joint venture of MTNL is providing data center
services and is expanding to provide services like messaging, web-hosting, application
hosting, cloud computing, software as a service.

3.      VALIDITY OF THE CONTRACT

This contract shall remain in force initially for a period of one (1) year from the date of execution.
This Agreement shall be valid for its full term unless terminated as per the clauses and
mechanism defined in this CONTRACT. However, this contract can be extended/renewed for a
further period of one year on the discretion of MTNL with the same terms and conditions and
mutually agreed price not exceeding first year‘s contract price.

4.      SCOPE OF WORK
The scope of the services of the Consultant/Agency shall inter alia include all the works
pertaining to the following/phases:
Phase 1: Community rebranding
This phase may include a community outreach effort – where MTNL wants to go
Task 1 – Stakeholder interviews: will provide direction, community focus, and
community vision
Task 2- Research review: will review all the existing plans for the society. During this
task, the consultant will provide PESTLE and SWOT analysis of the community.
Task 3- Market Analysis: The consultant will review the current marketing efforts,
emerging patterns, growth patterns, partnerships, and perform a competitive analysis.

Phase 2: Brand identification: The consultant to compile the information from market
analysis, research, interviews and input from stakeholders and consultants own
experience and expertise to determine the primary lure for the society and develop a
recommendation and rationale for the rebranding exercise
Consultant to perform a feasibility test for the recommended rebranding exercise


                                                                                                    5
Phase 3: Draft Plan: A presentation to the MTNL Re-branding Steering Committee about
the product / service development and the marketing plan for the rebranding exercise.
The plan may include the following:-
     Facilities that can be refurbished, redeveloped or new facilities to reinforce and
       grow the band
     Identification of investment opportunities

      development and-roll out of a new corporate identity and a comprehensive
       corporate identity manual;
      development of a sustainable brand internalization strategy and road map
       throughout the entire organization;
      development of effective internal and external communication strategies, tools
       and materials;
      internal culture and attitude change; capacity building within MTNL to sustain the
       brand internalization program for the long term;
      develop/propose measurement tools such as Key Performance Indicators and
       monitoring mechanisms to be managed by MTNL in the long term;
      Infrastructure needs
      Program phasing
      Approximate costs, funding sources, incentives for investment.
      Tag lines and key marketing messages
      Graphic concepts: the key messages for signages, billboard and outdoor
       advertising
      Advertisement elements to be used in marketing efforts
      Public relation initiatives
      Partnerships with other organizations
      Recommendations regarding look, feel, size, scope for sponsorships and
       associations
      Recommendations for advertising: outdoor, print, broadcasts, direct mail, online,
       outdoor advertising.
      Internet marketing:-website rebranding, e-marketing etc

      address any other issue(s) incidental and related thereto.


The recommendations developed based on the above finding, interaction with
stakeholders and community, research and brand direction. For every recommendation
made in the plan the consultant should include approximate implementation costs, step-
by-step instructions, who could be entrusted with the responsibility of implementation,
when implementation should take place, and rationale for each recommendation. The
plan should include budget for product development initiatives, and general budget
guidelines for the marketing strategy. It should include steps, timelines, measurable, to do
lists, and resources for implementation.

Supporting documentation should include:-
    Review of past and current studies and plans

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        Public comment and interview summaries
        Brand feasibility analysis


Follow ups and Measurables should be clearly defined. Updates to the plan should be
clearly given.

Phase 4: Final Plan: After MTNL Re-branding Steering Committee provides comments
and edits regarding the initial draft plan, the consultant will prepare the final plan.

Phase 5: Final Plan presentation: The consultant will present the final plan presentation to
the top management


5.       ELIGIBILITY CRITERIA

The applicant may be a single entity or a multiple entity/consortium coming together to
execute such projects. Consortium as a whole must have extensive experience in similar
work, able to meet global standards and meet the requisites as stipulated below.
   A) Eligibility Criteria
           a. adequate relevant experience of at least 10 years;
           b. a successful track record of advising on the full scope of activities outlined
               above, especially in Telecom & IT sector;
           c. experience in working with Governments and Public Sector Undertakings
               and implementing effective branding strategies. Preference will be given
               to those having worked with a PSU in the last 2 years;
           d. Offices in Delhi and Mumbai : The Consultant / Consulting Company should
                 have on its roll at least 50 members out of which 10 should be on senior level, 20
                 on middle level and remaining 20 can be on junior level.
            e. Should have a minimum annual turnover of Rs.25.00 crore (Rupees
               twenty five crore) during the last three years to be supported by audited
               Balance Sheets, P/L A /c, Receipt and Payment A/c.
            f. Minimum 5 persons should be allocated to MTNL for the assignment. CVs and
               experience of the team allocated in the consultancy assignment out of which 2
               members should be at senior level, 2 on middle level and 1 on junior level should
               be submitted.
            g. The experience of senior level consultant should be minimum 15 years, middle
               level consultant should be 10 years and junior level consultant should be 3 years
               experience in the relevant Telecom / IT sector.


     B) The expected capabilities / attributes of the participating bidder or consortium are
        as follows:
      Specialist in strategic corporate branding

        Expertise and capacity in developing corporate culture                     change     and
         communication strategies, programmes, tools and materials

                                                                                                 7
         Proven specialist experience to undertake assignment

         Proven analytical tools to track and measure progress of the brand management
          programme

         Demonstrable ability to put together a multi-faceted team of relevant experts

         Ability to evaluate the success of the brand

         Demonstrate a clear understanding of the MTNL brand strategy going forward

         Expertise and capacity to manage stakeholders‘ expectations.

         The agency should have a minimum three years experience in strategic corporate
          branding

         Previous experience of at least three similar and comparable projects at local and
          international level with at least two references.

         The consultant should have the ability to collect relevant data/information
          required for the purpose without imposing any responsibility on MTNL.

         The applicant must have service tax registration and should be income tax
          assesse.

         The applicant should furnish an undertaking to the effect that the firm has not
          been black listed in India or abroad.

         Interested consultants must provide information indicating that they have requisite
          experience and qualifications to perform the services.

         In addition, a list of CVs of professional staff expected to take part in the project
          should also be provided.

         The consultant will provide their own computers, tools and labour needed for the
          assignment.

         The bidder should have local presence in Delhi & Mumbai with office
          infrastructure and sufficient manpower to carry out the desired task as envisaged
          in this EOI.
6.        PROCEDURE FOR SUBMISSION OF BIDS/EOI :
6.1       Bids along with documents as indicated in clause 11 shall be submitted in the
          following manner in separately sealed envelopes duly super-scribed as below:-

Part ‗A‘: Unpriced creative Bid/Technical bid (Annexure 9)
     (i) A copy of bid document duly filled, signed & stamped, page by page by the
           bidder or his authorized representative.
    (ii) Complete plan for brand revamping

                                                                                             8
Part ‗B‘: Financial Proposal / Priced bid :

       (i)     The price should be quoted in Indian Rupees in accordance with the
               schedule given in Annexure-10
       (ii)    Financial proposal/Priced bid shall be submitted in original and three
               paper copies in a separate sealed envelope super-scribing on the sealed
               envelope ―Price Bid - Do not open‖. In case of any correction, the Bidder
               shall put his signature and his stamp. Any correction of any type in Price
               Schedule is not permissible and liable to be rejected.
       (iii)   The financial bid should be inclusive of all expenses, taxes and should
               clearly state the amount and taxes, etc.

6.2    Conditional offer will not be accepted.

6.3    THE ORIGINAL BID SECURITY/EARNEST MONEY OF RS. 1,00,000/-
       MUST BE ENCLOSED SEPARATELY OUTSIDE THE ENVELOPE WITH
       ORIGINAL UNPRICED CREATIVE BID. Bids without bid security / incorrect
       value of bid security will not be accepted and returned back to the bidder
       unopened.

6.4    The bidders should submit their responses in person or through registered post
       latest by up to 15th June 2011 at the address mentioned below. The bids will be
       opened on same day at 12pm in presence of bidders or their authorized
       representatives, who wish to be present.

       Address :       O/o GM(Marketing), MTNL Corporate Office
                       Room No. 709, 7th Floor, Mahanagar Door Sanchar Bhawan
                       2, Jawhar Lal Nehru Marg, New Delhi-110002

6.5     Bidders shall bear all costs associated with the preparation and submission of
        bids. MTNL, in no case, will be held responsible or liable for any cost to the
        bidders regardless of the outcome of the bidding process.

7.     CLARIFICATION ON EOI DOCUMENT:

A prospective bidder, requiring any clarification on the EOI document shall notify
MTNL immediately by e-mail /FAX latest by 31st May 2011 to the Contact Point
provided below.

               Asstt. Manager (Marketing & PR)
               C-11, 7th Floor, Mahanagar Door Sanchar Bhawan
               2, Jawhar Lal Nehru Marg,
               New Delhi-110002
               Phone No.     :      23214839,23235087
               E mail        :      am.mtnl@gmail.com

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Nothing in this section shall be taken or read as compelling or requiring MTNL to
respond to any question or to provide information.

MTNL shall respond in writing to any request for the clarifications. Such clarifications
shall also form part of EOI.

8.     LATE EOI

Any bid received after the prescribed deadline shall be rejected and shall be returned to
the bidder without opening.

9. (A) PERIOD OF VALIDITY OF BIDS :

 i.   Bid shall remain valid for a period of 150 days from the date of bid opening
      prescribed by MTNL. A bid valid for a shorter period shall be rejected by MTNL as
      non-responsive.

ii.   In exceptional circumstances, MTNL may request in writing the bidder‘s
      unqualified/unequivocal consent for extension(s) to the period of bid validity. The
      request and the responses thereto shall be made in writing. The bidder may refuse
      the request without forfeiting his bid security. The bidder accepting the request and
      granting extension will not be permitted to modify his bid.

(B) CLARIFICATION OF BIDS :
To assist in the examination, evaluation and comparison of BID, MTNL may, at its
discretion ask the bidders for the clarification of its Bid. The request for the clarification
and the response shall be in writing.

10.    BID SECURITY/ EARNEST MONEY DEPOSIT :

An EMD in form of BANK GUARANTEE shall be submitted along with EOI for an
amount of Rs.1,00,000/- issued by a Scheduled Bank in favour of Company/MTNL valid
for 180 days from the date of the bid opening in the format attached as Annexure-2 of
this EOI document. The EMD shall be forfeited in case bidder withdraws his offer after
submission of EOI or fails to honour its commitment as per terms and conditions of this
EOI. EMD of unsuccessful bidders shall be returned after award of contract to successful
bidder. The EMD / Bid Security of successful bidder will be discharged after award of
contract and on submission of performance bank guarantee as indicated in clause 16.

11.    DOCUMENTS REQUIRED TO BE SUBMITTED ALONG WITH BID/EOI:

The following documents are required to be submitted along with the Bid. Non-
submission of any documents or submission of incomplete, misleading or false
information may render the bidder liable for summarily rejection of his offer /
bid/proposal.

                                                                                           10
      (i) Authorization to sign the bid on behalf of the bidder.
      (ii) The bidder shall furnish documentary proof /evidence of meeting their
             eligibility criteria.
      (iii) List of major clients and any other references in support of para 5 above.
             Statement by at least one such client that the consultant / agency has
             rendered/rendering satisfactory service to them since -------years.
      (iv) The above certificates/statements from the client must be duly signed &
             stamped on the official letterhead of the client, clearly indicating his/her name,
             designation and contact details such as office address, Telephone Number, Fax
             number, email-ID(if any) etc. and submitted along with the bid.
      (v) Particulars of the constitution, ownership and main business activities of the
             bidder.
      (vi) Details of the pending litigation and contingent liabilities, if any that could
             affect the performance of the bidder under the mandate.
      (vii) Any other relevant information considered necessary for successful
             implementation of the proposed scope of work & for meeting the eligibility.
      (viii) Bid security/Earnest money for Rs. 1,00,000/- , in the form of bank guarantee
             strictly in the format attached as Annexure-2 .
      (ix) Details of educational qualification and experience of the team to be deputed for
             project in the format as per Annexure 4,5 & 6.
      (x) furnish a detailed document on proposed approach, methodology & work plan
             for rendering the services asked. The work plan shall include full justification
             for procedures to be adopted. A time schedule for carrying out the each
             component of the assignment is also to be indicated.
      (xi) Every sheet and all documents complete in all respects shall be signed by the
             person/ persons duly authorized to sign on behalf of the applicant(s) with
             affixing the applicant‘s rubber stamp. The Power(s) of Attorney
             supporting/authorizing the signatory shall be enclosed with the offer. Any / all
             corrections made in the offer shall be duly authenticated by the signature of the
             Authorized Signatory.

12.      CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION

a)       "Confidential Information" shall collectively mean any and all information (whether
         commercial, non-commercial, business, proprietary, personal or technical), studies,
         subscription lists, analysis, data, or other documents in written, graphic, oral, or other
         tangible or intangible forms developed, licensed to and/or owned by any of the Parties to
         this Agreement and / or disclosed by one Party ("Owner") to another ("Recipient") that is
         prior to or at the time of disclosure, identified in writing as confidential, or such
         information that by its inherent nature or circumstances of disclosure is deemed to be
         confidential, or proprietary, or is orally delivered, summarized in writing by Owner and
         delivered to Recipient within 15 days of such disclosure. Confidential information shall
         also be deemed to include any and all information that is obtained by the Recipient or the
         non-disclosing party in performance of the obligations provided in the agreement. All
         personally identifiable data regarding customers of MTNL shall be deemed confidential
         information without the need to identify such item as confidential or proprietary. The
         confidential information shall always remain the property of the owner.

                                                                                                11
b)     Recipient may use Confidential Information of Owner only for the Purpose. Recipient
       may disclose Confidential Information received hereunder to its employees strictly on a
       need to know basis, for the Purpose, and who are bound to protect the received
       Confidential Information from unauthorized use and disclosure under the terms of a
       written agreement of similar nature. The Recipient further agrees that it shall not use the
       Confidential Information of the Owner for its own benefit, or the benefit of any third
       party, even in furtherance of the Purpose without the prior written consent of the Owner.
c)     The Recipient shall ensure that Confidential Information is not disseminated or accessible
       to or used by any person, whosoever, who strictly does not have the need to know such
       information and shall put in place at least such control as it employs with respect to its
       own proprietary or confidential information of like importance which it does not desire to
       have disseminated or published. Further, the Recipient shall not make or have made
       copies of the Confidential Information in any medium without the consent of the Owner.
d)     In the event Recipient is required by law, regulation or court order to disclose any of
       Owner's Confidential Information, Recipient will promptly notify to Owner in writing
       prior to making any such disclosure in order to facilitate Owner seeking a protective
       order or other appropriate remedy from the proper authority. Recipient agrees to
       cooperate with Owner in seeking such order or other remedy.
e)     The obligation of confidentiality and use with respect to Confidential Information
       disclosed hereunder shall survive any termination of this Agreement or expiration of the
       agreement.
f)     The Parties agree that in the event of any breach or threatened breach of confidentiality,
       the Owner shall be entitled to specific performance and injunctive or any other equitable
       relief as a remedy for any such breach or anticipated breach. Any such relief shall be in
       addition to and not in lieu of any appropriate relief or claim for monetary compensation
       or damages.

13.     PAYMENT TERMS

Payment will be made at the following milestones:-
    a. 20% on acceptance of Inception Report by MTNL.
    b. 20% on acceptance of report by MTNL.
    c. 30% on acceptance of draft plan for rebranding by MTNL.
    d. 30% on acceptance of Final report / plan and presentation for rebranding by
        MTNL.
The bill and the documents / reports will be verified by the committee constituted by
MTNL

14.     SELECTION PROCESS:

The Company will first evaluate the un-priced (creative bids) and short list the bidder(s)
based on their experience, financial capability , technical strength , their clients feedback,
unconditional compliance to various terms & conditions of this EOI etc. The price bids
of only short listed bidders will be opened in the presence of bidder‘s representative who
chooses to attend on the date and time of opening of price bid. Empanelment of one
consultant (L1) will be done at contract price i.e. L1 price. The Company shall sign an
engagement letter / agreement with the Consultant / agency/ies under a separate cover
post the selection process.


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15.     EVALUATION CRITERIA:

The consultant will be selected on the basis of following evaluation criteria:

a)      Experience in handling similar assignments      -20 marks
b)      Qualification and experience of team members    -20 marks
c)      Approach and methodology of the scope of work
        indicating major steps and other details        -10 marks
The consultant who scores minimum 40 marks out of 50 will qualify for the opening of
the financial bid.

EVALUATION OF THE FINANCIAL BID:
The financial bids of those Consultants will be opened who qualify under presentation
stage and score the minimum marks as mentioned in the criteria. The bid will be
evaluated on the basis of total lump sum price including taxes, levies, duties etc. quoted
for the entire scope of work covered under the RFP. The bid will be submitted in Indian
rupees only. The award of bid will be done on the basis of L-1 price for all the
technically qualified bidders.

16.     PERFORMANCE BANK GAURANTEE:

(i)     Within 7 days of the award of contract/entering into agreement, the Consultant
        /agency/ies shall submit a Performance Bank Guarantee (PBG) for an amount of
        Rs.2,50,000/- (Annexure -1).
(ii)    The PBG shall be forfeited in case consultant / agency/ies breaches any terms &
        conditions of the EOI.
(iii)   Performance Bank Guarantee will be released within six months of the successful
        expiry of the contract / agreement.
(iv)    MTNL shall not be liable to pay any interest on the PBG amount.

17.     AMENDMENT TO EOI

At any time prior to the last date for receipt of bids, MTNL, may for any reason, whether
at its own initiative or in response to a clarification requested by a prospective applicant,
modify the EOI Document by an amendment. In order to provide prospective applicants
reasonable time in which to take the amendment into account in preparing their bids,
MTNL may, at its discretion, extend the last date for the receipt of Bids and/or make
other changes in the requirements set out in the EOI.

18.     DELIVERABLES

The selected consultant will commence work within two weeks of Project award. The
successful bidder shall be required to deliver the following:
•      Within two weeks after the start of work, an Inception Report will be submitted
       giving a Work Plan and the Methodology to be used in the entire assignment for
       comment and feedback by MTNL. The report will include but not be limited to

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       summary information on various key components of the assignments, and how the
       deliverables will be presented.
•      At the end of the six weeks after the start of work, a Report as per phase I & II in
       the scope of work taking into account comments of MTNL will be submitted to
       the MTNL Re-branding Steering Committee to be constituted by MTNL
       management, containing detailed descriptions of the approach to the entire
       assignment; current brand evaluation results including but not limited to
       customers and other stake holders‘ perceptions and expectations; and
       recommendations on areas to be focused on in the re-branding exercise.
•      The draft plan after rebranding as per phase III (in scope of work) within 10
       weeks will be submitted to the MTNL Re-branding Steering Committee after
       incorporating comments received from MTNL on the report.
•      The consultant will submit the final plan within 2 weeks incorporating MTNL
       steering committee comments and edits as per phase IV.
•      The consultant will give presentation and submit three copies of the approved
       final plan to MTNL Re-branding Steering Committee together with two copies of
       CDs containing the final report in electronic form as per phase V.

19.    CONDUCT OF WORK

The Consultant / agency is expected to be fluent in English, Hindi, Marathi and Gujrati
and be able to work closely with MTNL staff, various other stakeholders and other third
parties associated with the project. All documentation shall be in English.
When bidding for this assignment the Consultant may partner with other reputable firms,
local and international, which specialise in providing specific services that the Consultant
may be lacking in expertise. However, such an arrangement must be explicitly indicated
in the bid.

20.    IMPROVEMENT OF SCOPE OF WORK

The Consultant will offer suggestions and improvements in the Scope of Work, which he
considers would result in better implementation of the project. The effect on time and
cost estimates given under the above clause should be clearly identified.

Upon receipt of expressions of interests from interested firms, those that meet the
requirements described in the EOI will be invited to submit their proposals (tenders) and
evaluated against a predetermined criteria contained in the Request for Proposal
document. The firm that presents the best proposal will be selected to take up the
consultant‘s responsibilities.

21.    INDEMNIFICATION

The Consultant/Agency agrees to indemnify and hold harmless to MTNL and its trustees,
managers, officers, members and employees (each an ―MTNL Indemnified Party‖)
promptly upon demand at any time and from time to time, from and against any and all
losses, claims, damages, liabilities, costs (including reasonable attorney‘s fees and

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disbursements) and expenses (collectively ―Losses‖) to which the MTNL Indemnified
Party may become subject, insofar as such Losses directly arise out of, or in any way
relate to, or result from:

(i)     any mis-statement or any breach of any representation or warranty made by the
        consultant/agency or
(ii)    the failure by the Consultant/Agency to fulfill any agreement, covenant or
        condition contained in this contract, including without limitation the breach of any
        of the terms and conditions of this contract by any employee or agent of the
        Consultant/Agency or
(iii)   any claim or proceeding by any third party against MTNL arising out of any act,
        deed or omission by the Consultant/Agency or
(iv)    violation of copyright/intellectual property rights of any third party by the
        Consultant/Agency

For the avoidance of doubts, indemnification of losses pursuant to this clause shall be
made in an amount or amounts sufficient to restore MTNL to the financial position it
would have been if the losses not occurred.

Any payment made under this agreement pursuant to the indemnity or claim for breach of
any provision of this Agreement shall be net of applicable taxes.

22.     BREACH OF CONTRACT

In the event of breach of the terms and conditions of this contract/agreement by the
Consultant/Agency, MTNL shall have the right to give the Consultant/Agency 15 days‘
time to cure such breach, failing which, it shall have the right to forthwith terminate this
contract/agreement and invoke the Performance Bank Guarantee as mentioned in Clause
16 i.e. Performance Bank Guarantee.

23.     DISPUTE RESOLUTION MECHANISM & ARBITRATION
a)      In the event of any question, dispute or difference arising under this agreement or in
        connection therewith (except as to the matters, the decision to which is specifically
        provided under this agreement), the same shall be referred to the sole arbitration of the
        CMD, MTNL, New Delhi or in case his designation is changed or his office is abolished
        then in such cases to the sole arbitration of the officer for the time being entrusted
        (whether in addition to his own duties or otherwise) with the functions of the CMD,
        MTNL or by whatever designation such an officer may be called (hereinafter referred to
        as the said officer), and if the CMD, MTNL or the said officer is unable or unwilling to
        act as such, then to sole arbitration of some other person appointed by the CMD, MTNL,
        or the said officer. The arbitration proceedings shall be in accordance with the
        Arbitration and Conciliation Act 1996.
b)      There will be no objection to any such appointment on ground that the arbitrator is a
        MTNL servant or that he has to deal with the matter to which the agreement relates or
        that in the course of his duties as a MTNL servant he has expressed his views on all or
        any of the matters in dispute. In the event of such an arbitrator to whom the matter is
        originally referred, being transferred or vacating his office or being unable to act for any

                                                                                                 15
       reason whatsoever, the CMD, MTNL or the said officer shall appoint another person to
       act as arbitrator in accordance with terms of the agreement and the person so appointed
       shall be entitled to proceed from the stage at which it was left out by his predecessors.
c)     The venue of the arbitration proceedings shall be the office of CMD, MTNL New Delhi
       or such other places as the arbitrator may decide.
d)     The laws of India as promulgated/modified/amended or replaced from time to time shall
       govern this Agreement. This Agreement shall be subject to jurisdiction of the Courts at
       Delhi.


24.    COMMUNICATION

Any notices, requests and other communications required or permitted hereunder shall be
in writing and shall be given by hand against written acknowledgement or receipt, or
sent by registered mail, or by facsimile followed by a confirmation letter by registered
mail, at or to each of the parties at the addresses given below—
        GM (Marketing& IB)
         Corporate office
        709, Mahanagar Doorsanchar Bawan
        Jawhar Lal Neheu Marg(Old Minto Road), New Delhi-110002.
        Phone: 011-23235087, Fax: 011-23235358,
        Email: gmmktgco@bol.net.in am.mtnl@gmail.com


25.    ENFORCEMENT

Failure of either party to require performance of any provision of this shall not affect
such party's right to full performance thereof at any time thereafter, and any waiver by
either party of a breach of any provision hereof shall not constitute a waiver of a similar
breach in the future or of any other breach. No waiver shall be effective unless in writing
and duly executed by an authorized representative of the concerned party.

26.    FORCE MAJEURE:

If at any time, during the continuance of this contract, the performance in whole or in part
by either party under obligation as per this contract is prevented or delayed by reasons of
any war or hostility, act of public enemy, civil commotion, sabotage, fire, flood explosion
epidemic, quarantine restrictions, strike, lockout or acts of god(here after referred to
‖eventuality‖),provided notice of happening of any such eventuality is given by either
party to the other within 21 days of the date of occurrence thereof, neither party shall by
reason of such an ―eventuality‖ be entitled to terminate this contract nor shall either party
have any claim or damages against the other in respect of such non-performance or delay
in performance and deliveries under the contract. The contract shall be resumed as soon
as practicable after such ―eventuality‖ has come to an end or cease to exist. In case of any
dispute, the decision of CMD, MTNL, shall be final and conclusive, provided further that
if the performance in whole or part of any obligation under this contract is prevented or
delayed by reason of any such eventuality for a period exceeding 60 days, either party

                                                                                             16
may at its option, terminate the contract. Provided also that if the contract is terminated
under this clause the company shall be at liberty to take over from the Consultant /
agency at a price to be fixed by the Company, which shall be final, all unused,
undamaged and acceptable materials, bought out component and other stores in the
course of materials, bought out components and other stores in the course of
manufacturer which may be in the possession of the Consultant / agency/ies at the time of
such termination, or such portion thereof as the purchaser may deem fit, except such
materials, as the Consultant / agency/ies may ,with the concurrence of the company, elect
to retain.

27     TERMINATION FOR DEFAULT

The MTNL may, without prejudice to any other remedy for breach of contract, by written
notice of default, sent to the Consultant / agency/cies, terminate this contract in whole or
in part:

a)     If the Consultant / agency/ies fails to execute the deliverables as per the
       role/scope of Consultant / agency/ies during the contract period, or any extension
       thereof granted by the company/MTNL.
b)     If the Consultant / agency/ies fails to perform any other obligations under the
       contract; and
c)     If the Consultant / agency/ies, in either of the above circumstances, does not
       remedy his failure within the period of 15 days (or such longer period as the
       MTNL may authorize in writing) after receipt of the default notice from the
       MTNL.

28.    TERMINATION OF INSOLVENCY

The MTNL may at any time terminate the contract by giving written notice to the
Consultant / agency/ies, without compensation to the Consultant / agency/ies. If the
Consultant / agency/ies becomes bankrupt or otherwise insolvent as declared by the
competent court provided that such termination will not prejudice or affect any right of
action or remedy, which has accrued or will accrue thereafter to the MTNL.

29.    SET OFF

Any sum of money due and payable to the Consultant/Agency (including security deposit
refundable to him) under this contract may be appropriated by MTNL or any other
person(s) contracting through MTNL and set off the same against any claim of the
MTNL or such other person or person(s) for payment of a sum of money arising out of
this contract or under any other contract made by the supplier with MTNL or such other
person(s) contracting through MTNL.


                                        *------*------*



                                                                                         17
                                                                            ANNEXURE-1
PERFORMANCE SECURITY GUARANTEE BOND
In consideration of the CMD, MTNL (hereinafter called ‗MTNL‘) having agreed to
exempt ___________________ (hereinafter called ‗the said Consultant / agency(s)‘)
from the demand under the terms and conditions of an agreement/Advance Purchase
Order     No     ________________      dated     ____________       made         between
_____________________        and     __________________        for    the   supply of
_______________________ (hereinafter called ―the said agreement ‖), of security
deposit for the due fulfillment by the said Consultant / agency(s) of the terms and
conditions contained in the said Agreement, on production of the bank guarantee for
_____________________________________we,              (name        of     the      bank)
_________________________ ( hereinafter refer to as ―the bank‖) at the request of
___________________________________             (Consultant / agency(s)) do hereby
undertake to pay to the MTNL an amount not exceeding ___________________ against
any loss or damage caused to or suffered or would be caused to or suffered by MTNL by
reason of any breach by the said Consultant / agency(s) of any of the terms or conditions
contained in the said Agreement.

1.      We (name of the bank) ____________________ do hereby undertake to pay the
amounts due and payable under this guarantee without any demure, merely on a demand
from the MTNL by reason of breach by the said Consultant / agency(s)‘ of any of the
terms or conditions contained in the said Agreement or by reason of the Consultant /
agency(s)‘ failure to perform the said Agreement. Any such demand made on the bank
shall be conclusive as regards the amount due and payable by the Bank under this
guarantee where the decision of MTNL in these counts shall be final and binding on the
bank. However, our liability under this guarantee shall be restricted to an amount not
exceeding ___________________________________.

2.     We undertake to pay to the MTNL any money so demanded notwithstanding any
dispute or disputes raised by the Consultant / agency(s) in any suit or proceeding pending
before any court or tribunal relating thereto our liability under this present being absolute
and unequivocal. The payment so made by us under this bond shall be valid discharge of
our liability for payment there under and the Consultant / agency(s) shall have no claim
against us for making such payment.

3.         We( name of the bank)_________________________ further agree that the
guarantee herein contained shall remain in full force and effect during the period that
would be taken for the performance of the said agreement and that it shall continue to be
enforceable till all the dues of the MTNL under or by virtue of the said Agreement have
been    fully paid         and     its claims   satisfied   or     discharged    or   till
________________________(office/Department) MTNL certifies that the terms and
conditions of the said Agreement have been fully or properly carried out by the said
Consultant / agency(s) and accordingly discharges this guarantee. Unless a demand or
claim under this guarantee is made on us in writing on or before the expiry of one year

                                                                                          18
(as specified in P.O) from the date hereof, we shall be discharged from all liabilities
under this guarantee thereafter.

4.          We (name of the bank)_________________________ further agree with the
MTNL that the MTNL shall have the fullest liberty without our consent and without
affecting in any manner our obligations hereunder to vary any of the terms and conditions
of the said Agreement or to extend time of performance by the said Consultant /
agency(s) from time to time or to postpone for any time or from time to time any of the
powers exercisable by the MTNL against the said Consultant / agency(s) and to forbear
or enforce any of the terms and conditions relating to the said agreement and we shall not
be relieved from our liability by reason of any such variation, or extension being granted
to the said Consultant / agency(s) or for any forbearance, act or omission on the part of
the MTNL or any indulgence by the MTNL to the said Consultant / agency(s) or by any
such matter or thing whatsoever which under the law relating to sureties would, but for
this provision, have effect of so relieving us.

6.   This guarantee will not be discharged due to the change in the constitution of the
Bank or the Consultant / agency(s).

7.       We (name of the bank) ____________________ lastly undertake not to revoke
this guarantee during its currency except with the previous consent of the MTNL in
writing.



                            Dated the ________________ day of _______


                               for __________________________________
                                     (Indicate the name of bank)




                                         *****




                                                                                       19
                                                                                                    ANNEXURE-2


BID SECURITY/EARNEST MONEY SUBMISSION FORM


           Whereas.................................. (hereinafter called ―the Bidder‖) has submitted its offer
           dated............................. against EOI dated............ KNOW ALL MEN by these presents
           that WE ....................... OF .................... having our registered office at .................are
           bound unto MTNL in the sum of Rs.................... for which payment will and truly to be
           made of the said MTNL, the Bank binds itself, its successors and assigns by these
           present.

                                        THE CONDITIONS of the obligation are:

           1.       If the bidder withdraws his bid during the period of bid validity specified by the
                    Consultant on the Bid form or

           2.       If the bidder, having been notified of the acceptance of his bid by MTNL during
                    the period of bid validity

                    (a)      fails or refuses to execute the Contract, if required; or

                    (b)      fails or refuses to furnish the Performance Security, in accordance with
                             the terms of E.O.I.

           We undertake to pay to MTNL up to the above amount upon receipt of its first written
           demand, without MTNL having to substantiate its demand, provided that in its demand,
           MTNL will note that the amount claimed by it is due to it owning to the occurrence of one
           or both of the two conditions, specifying the occurred condition or conditions.

           This guarantee will remain in force as specified in clause 11 of the Bid Document upto
           and including THIRTY (30) days after the Period of bid validity and any demand in
           respect thereof should reach the Bank not later than the specified date/dates.


                                                                   Signature of the Bank Authority.
                                                                               Name
                                                                               Signed in Capacity of
           Name & Signature of witness                                           Full address of Branch

           Address of witness                                                      Tel No. of Branch
                                                                                   Fax No. of Branch


                                                                                                                    20
                                                                           ANNEXURE-3

We wish to apply in MTNL as a consulting Organization as per details enclosed.

1. Name of the Organization

2. Address & Contact Nos. with Name of Contact Person

3. Key Personnel (Professionals only) Number
(Brief of qualifications / experience of each of the personnel to be
enclosed as per Form).

4. Professional Experience of the Organization (To be enclosed as per Form )

5. Year of Establishment

6. Total Personnel (Professionals Number ___________________Only)

7. Annual Turnover (last 3financial years) in INR (in Crores) with documentary proof
Years 2009-10, 2008-09, 2007-08

8. Range of Services offered (To be enclosed separately)

9. Brief of Major Consultancy Assignments : To be enclosed as per Form Undertaken, in
last three financial years with documentary proof

10. Specific Area of Expertise
11. Latest IT Return/Audited Annual Accounts : To be enclosed

12 Service tax registration copy : To be enclosed

13 Registration with SEBI, Bar Association : To be enclosed or other statutory
   registrations with a copy of the same, as applicable for the services offered




(Signature of contact person on
behalf of the organization)




                                                                                       21
                                                                            ANNEXURE-4

                           BRIEF CVs OF KEY PERSONNEL


Name :

Date of Birth :

Educational Qualifications :

Total experience in Number of years :

Years with the organization applying :

Experience (Last 10 years) (list of positions held, giving dates/ :duration, names of
organizations, and brief responsibilities)

Consultancy assignments worked on in the Telecom Sector along with,
title of assignment, clients name, location & scope of work .




(Signature of contact person on
behalf of the organization)




                                                                                        22
                                                                        ANNEXURE-5



                    PROFESSIONAL EXPERINCE OF THE FIRM
In years :

Collaborations/JVs (if any) :

Areas of Professional experience :

Experience in India :
No. of Assignments undertaken in Telecom/IT Sector:
No. of assignments undertaken as a brand consultant:
List of assignments with clients name & location against each assignment, Duration in
Months.
List of assignments with clients name & location of assignment, Duration in months

Experience in Abroad :
No. of Assignments undertaken in Telecom/IT Sector:
No. of assignments undertaken as a brand consultant:
List of assignments with clients name & location against each assignment, Duration in
Months. :
List of assignments with clients name & location of assignment, :
Duration in months
Summary:
Total No. of assignments undertaken in India. :
Total No. of assignments undertaken Abroad. :




(Signature of contact person on
behalf of the organization)




                                                                                        23
                                                                            ANNEXURE-6


                BRIEF ON MAJOR CONSULTANCY ASSINGMENTS
Undertaken : In last 3 financial years (please fill separately for each of assignments)

Name of assignment :

Name of Client :

Location of Assignment :

No. and Names of personnel deployed :

Originally agreed time to complete the assignment in months

Actual time taken to complete the assignment in months

Scope of work of assignment in detail :
(may attach sheets)


Deliverables of the assignment. :




(Signature of contact person on
behalf of the organization)




                                                                                          24
                                                                           ANNEXURE-7

                              AUTHORISATION LETTER


I _______________ certify that I am ___________________ of the Consultant which is
constituted under the laws of __________________________ and that
_______________________ who signed the above tender is authorized to bind the
organization by authority of its governing body.


Signature…………………………….
Date: Full Name: ……………………………
Place: Designation: ………………………………..
Stamp: ………………………………………

Notes:
In case of partnership firm, a power of attorney duly notarized nominating/authorizing
the authorized signatory to execute the above authorization letter should be enclosed.

In case of company, a certified true copy of resolution passed for authorizing the
signatory above should be enclosed along with the copy of MoA and AoA of the
company.




                                                                                         25
                                                                        ANNEXURE- 8

DECLARATION FOR CONFLICT OF INTEREST
It is certified that no conflict of interest related to nature of work, the Consultant is
applying for
exists as on date with any of the department or parties for this work and that during the
assignment we will not undertake any work /job which may affect the interest of the
OWNER/Management or Board of Directors.


Signature___________________

Date:___________________ Name______________________

Designation ________________

Place:___________________ Stamp______________




                                                                                      26
                                                                            ANNEXURE-9

               UNPRICED CREATIVE BID / TECHNICAL BID
From                                           To
_________________                        ________________
_________________                       ________________
_________________                       ________________
_________________                       ________________



Sub: Bid for _______________________ Regarding
With reference to your Request for Proposal no. ____dated ____on the above subject, we
hereby submit our bid.

 We have understood the instruction and terms and conditions mentioned in the
EoI furnished by you and have thoroughly examined the detailed scope of work laid
down by you and are fully aware of nature and scope of services required.

We hereby confirm our acceptance and compliance to the provisions and terms and
conditions contained in the EoI. We declare that the services will be rendered strictly in
accordance with the stipulated requirements.

1. We confirm that we have submitted the Bid security vide Bank Draft or a Bankers
Cheque no.------dated------- drawn on (name of the bank) or Bank Guarantee issued by
Bank in favour of MAHANAGAR TELEPHONE NIGAM Ltd., New Delhi, payable at
New Delhi in a separate sealed envelope.

2. Our Financial Bid is being submitted in a sealed separate envelope as per the
requirement of the EoI.

3. Our Bid shall remain valid for acceptance for a period upto 150days from the date of
opening of the 'Financial Bids' by the MTNL.

4. If our bid is accepted by you, we agree to complete the work covered under the scope
within Time Schedule.

5. We confirm that we have read full document including all the terms and conditions and
we abide by the same.

Date ……………                                            Signature ……………………..
Place …………..                                          Full Name …………………………
                                                      Designation ……………………….
                                                      Stamp …………………….Name
and Address of Principal Officer:



                                                                                             27
                                                                         ANNEXURE- 10
                                    FINANCIAL BID
From                                                        To
_________________                                    ________________
_________________                                    ________________
_________________                                    ________________
_________________                                     ________________

Sub: Financial Bid for ---------------
I/We _______________________________________ consultant/consultancy firm
herewith enclose Financial Bid for selection of my/our firm as consultant for assisting
MTNL ----------
---.

The quoted price of entire scope of work is given hereunder:-

Financial Bid for Advisory Services to MTNL

             Description                                        In Rs.

Total Lump-sum Price (including all expenses,
taxes, duties and levies etc.)

Total Lump-sum Price – Rs. (in words)




We further declare that the above quoted total lump- sum charges are firm and shall not
be subject to any variation for the entire period of the engagement for the specified scope
except for statutory variation in taxes & duties.

The offer is valid for a period upto 150days from the date of opening of Financial Bid.



                                                     Yours truly,

                                      Signature…………………………….
                                      Date: Full Name: ……………………………
                                      Place: Designation: ………………………………..
STAMP: …………




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