Jamaica - Water Supply And Sewerage Technical Assistance And Rehabilitation Project : Loan 2422 - Project Agreement - Conformed

OFFICIAL LOAN NUMBER 2422 JM DOCUMENTS Project Agreement (Water Supply and Sewerage Technical Assistance and Rehabilitation Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and NATIONAL WATER COMMISSION Dated , 1984 LOAN NUMBER 2422 JK PROJECT AGREEMENT AGREEMENT, dated , 1984, between INTERNATIONAL BANK FOR CONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) ad NATIONAL WATER COMMISSION (hereinafter called NWC). WHEREAS (A) by the Loan Agreement of even date herewith between Jamaica (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to nine million dollars ($9,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that NWC agree to undertake such obligations toward the Bank as are hereinafter set forth; (B) by a subsidiary loan agreement to be entered into between the Borrower and NWC, the proceeds of the loan provided for under the Loan Agreement will be made available to NWC on the terms and conditions therein set forth; and WHEREAS NWC, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Loan Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. NWC declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement, and, to this end, shall carry out the Project, described in-said Schedule, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and public utility practices. -2- Section 2.02. In order to assist NWC in carrying out the Project, including the preparation and evaluation of bidding documents under Parts B, C, D and E of the Project, NWC shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank, such consultants to be selected in accordance with principles and procedures satisfactory to the Bank on the basis of the "Guide- lines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods and civil works required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 1 to this Agreement. Section 2.04. (a) NWC undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan relent to it by the Borrower against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by NWC to replace or repair such goods. (b) NWC shall cause all goods and services financed out of the proceeds of the Loan relent to it by the Borrower to be used exclusively for the purposes of the Project. Section 2.05. (a) NWC shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) NWC shall: (i) maintain records and procedures adequate to record and monitor the progress of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Loan, and to disclose their use in the Project; (ii) enable the Bank's representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be -3- derived from it. the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. (c) Upon the award by NWC of any contract for goods, works or services to be financed out of the proceeds of the Loan, the Bank may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (d) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between NWC and the Bank, NWC shall prepare and furnish to the Bank a report, of such scope and in such detail as the Bank shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by NWC and the Bank of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Loan. (e) NWC shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of NWC and any relevant records and documents. Section 2.06. NWC shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Bank shall otherwise agree, NWC shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Susidiary Loan Agreement or any provision thereof. Section 2.07. (a) NWC shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the Pro4ject, the performance of its obligations under this Agreement and under the Subsidiary Loan Agreement, and other matters relating to the purposes of the Loan. (b) NWC shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Loan, or the performance by NWC of its obligations under this Agreement and under the Subsidiary Loan Agreement. Section 2.08. In order to assist NWC in carrying out the Project, NWC shall enter into an agreement with JNIC under terms and conditions satisfactory to the Bank. Section 2.09. NWC shall: (a) not later than December 31, 1984, prepare and furnish to the Bank, for its review and com- ment, a financial program and procedures for the take-over by NWC of the water supply and sewerage operations in the Category II Area; and (b) carry out such take-over in a manner and in accordance with a timetable satifactory to the Bank. Section 2.10. NWC shall: (a) not later than December 31, 1984, prepare and furnish to the Bank for its review and comment the recommendations for a tariff structure and rates proposed to be charged by NWC to its customers in the Category I Area and the Category II Area; and (b) not later than June 30, 1985, take all such measures as shall be necessary or advisable to secure the introduction of such recommendations taking into account the comments of the Bank thereon. ARTICLE III Hanagement and Operations of NWC Section 3.01. NWC shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and public utility practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. NWC shall at all times operate and maintain its plants, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and public utility practices. Section 3.03. NWC shall take out and maintain with respon- sible insurers, or make other provisions satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.04. NWC shall take the organizational and opera- tional measures referred to in Schedule 2 to this Agreement. -5- ARTILE IV Financial Covenants Section 4.01. (a) NWC shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition, including, without limitation to the foregoing, separate accounts reflecting all expenditures on account of which withdrawals are requested from the Loan Account on the basis of statements of expenditure. (b) NWC shall retain, until one year after the Closing Date, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing the expenditures on account of which withdrawals are requested from the Loan Account on the basis of statements of expenditure, and shall enable the Bank's representatives to examine such records. Section 4.02. NWC shall: (a) have its accounts and financial statements (balance sheets, statements Gf income and expenses and related statements) for each Fiscal Year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (b) furnish to the Bank as soon as available, but in any case not later than six months after the end of the Fiscal Years 1984, 1985 and 1986 and not later than four months after the end of each such year thereafter: (i) certified copies of its financial statements for such year as so audited; and (ii) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested, including, without limitation to the foregoing, separate opinions by said auditors in respect of the expenditures and records referred to in Section 4.01 (b) of this Agreement, as to whether the proceeds of the Loan made available to it and withdrawn from the Loan Account on the basis of statements of expenditure have been used for the purpose for which they were provided; and (c) furnish to the Bank such other information concerning said accounts, financial statements, records and expenditures, as well as the audit thereof, as the Bank shall from time to time reasonably request. -6- Section 4.03 (a) Except as the Bank shall otherwise agree, NWC shall, with regard to NWC Category I Water Supply and Sewer- age Operations, produce for each of its Fiscal Years, after its Fiscal Year ending on March 31, 1984, total operating revenues sufficient to cover the sum of: Ci) total. operating expenses; (ii) increases in working capital other than cash; (iii) the higher of either debt service requirements or provision for depreciation calculated on revalued fixed assets on a basis acceptable to the Bank; and (iv) adequate contribution to NWC capital expenditures, provided, however, that in Fiscal Year 1985, NWC may apply the resources required to make an adequate contribution to its capital expenditures, as determined in paragraph (d) (ii) below, to reduce its accounts payable. (b) Before September 30 in each of its Fiscal Years, NWC shall, on the basis of forecasts prepared by NWC in a manner satisfactory to the Bank, review whether it would meet the requirements set forth in paragraph (d) (ii) below in respect of such year and the next following Fiscal Year and shall furnish to the Bank a copy of such review upon its completion. (c) If any such review shows that NWC would not meet the requirements set forth in paragraph (d) (ii) for NWC's Fiscal Years covered by such review, NWC shall promptly take all such measures as shall be necessary or advisable (including, without limitation, adjustments of the structure or levels of its rates) in order to secure fulfillment of such requirements. (d) For the purposes of this Section: (i) The term "capital expenditures" means all expendi- tures incurred on account of fixed assets, includ- ing interests charged to construction, related to all operations. (ii) "Adequate contribution to capital expenditures" shall be calculated in respect of each of the Fiscal Years set forth below as a percentage of the annual average of NWC capital expenditures incurred, or expected to be incurred, for that year and the previous Fiscal Year as follows: 10% for Fiscal Year 1985 10% for Fiscal Year 1986 - 7 - 15% for Fiscal Year 1987 25% for Fiscal, Year 1988 30% for Fiscal Year 1989 and thereafter. (iii) The term "total operating revenues" means revenues from all sources related to operations. (iv) The term "total operating expenses" means all expenses related to operations, including admin- istration, adequate maintenance, taxes and pay- ments in lieu of taxes, but excluding provision for depreciation, interest and other charges on debt. (v) The term "working capital other than cash" means the difference between current assets excluding cash and current liabilities at the end of each Fiscal Year. (vi) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business be converted into cash within twelve months, including accounts receiv- able, marketable securities, inventories and pre- paid expenses properly chargeable to operating expenses within the next Fiscal Year. (vii) The term "current liabilities" means all liabili- ties which will become due and payable or could under circumstances then existing be called for payment within twelve months, including accounts payable, customer advances, debt service require- ments, taxes and payments in lieu of taxes and dividends. (viii) The term "debt service requirements" mean the aggregate amount of repayments (including sinking fund payments, if any) of, and interest and other charges on, all NWC debt. (ix) The term "revalued fixed assets" means the average gross value of NWC fixed assets in operation at the beginning and at the end of each Fiscal Year, excluding works in progress, as valued from time to time in accordance with sound and consistently - 8 - maintained methods of valuation acceptable to the Bank. (x) Whenever for the purposes of this Section it shall be necessary to value, in terms of the currency of the Borrower, debt payable in another currency, such valuation shall be made on the basis of the prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purposes of servicing such debt, or, in the absence of such rate, on the basis of a rate of exchange acceptable to the Bank. Section 4.04. (a) Except as the Bank shall otherwise agree, NWC shall, with regard to NWC Category II Water Supply and Sewerage Operations, maintain, for each of its Fiscal Years after its Fiscal Year ending on March 31, 1984, the following ratios of total working expenses to total operating revenues: not higher than 1.2 in Fiscal Year 1985 not higher than 1.1 in Fiscal Year 1986 not higher than 1.0 in Fiscal Year 1987 and thereafter. (b) Before December 31 in each of its Fiscal Years, NWC shall, on the basis of forecasts prepared by NWC and satisfactory to the Bank, review whether it would meet the requirements set forth in paragraph (a) in respect of such year and the next following Fiscal Year, and shall furnish to the Bank the results of such review upon its completion. (c) If any review shows that NWC would not meet the re- quirements set forth in paragraph (a) for NWC's Fiscal Years covered by such review, NWC shall promptly take all such measures as shall be necessary or advisable (including, without limita- tion, adjustments of the structure or levels of its rates) in order to secure fulfillment of such requirements. (d) For the purposes of this Section: (i) The term "total working expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, but excluding interest and other charges on debt. -9- (ii) The term "total operating revenues" means revenues from all sources related to operations, including funds generated from the sale of bulk water in the Category II Area. Section 4.05. (a) Except as the Bank shall otherwise agree, NWC shall not incur any debt, unless a reasonable forecast of the revenues and expenditures of NWC shows that the estimated net revenues of NWC for each Fiscal Year during the term of the debt to be incurred shall be at least 1.5 times the estimated debt service requirements of NWC in such Fiscal Year on all debt of NWC including the debt to be incurred. (b) For the purposes of this section: (i) The term "debt" means any indebtedness of NWC maturing by its terms more than one year after the date on which it is originally incurred. (ii) Debt shall be deemed to be incurred: (A) under a loan contract or agreement or other instrument providing for such debt or for the modification of its terms of payment on the date of such contract, agreement or instrument; and (B) under a guarantee agreement, on the date the agreement providing for such guarantee has been entered into. (iii) The term "net revenues" means the difference between: (A) the sum of revenues from all sources related to operations, including funds generated from the sale of bulk water in the Category II Area, adjusted to take account of NWC's rates in effect at the time of the incurrence of debt even though they were not in effect during the twelve-month period to which such revenues relate and net non-operating income; and (B) the sum of all expenses related to operations including administration, adequate mainte- nance, taxes and payments in lieu of taxes, but excluding provision for depreciation, other non-cash operating charges and interest and other charges on debt. - 10 - (iv) The term "net non-operating income" means the difference between: (A) revenues from all sources other than those relsted to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (v) The term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, if any) of, and interest and other charges on, debt. (vi) The term "reasonable forecast" means a forecast prepared by NWC not earlier than twelve months prior to the incurrence of the debt in question which both the Bank and NWC accept as reasonable and as to which the Bank has notified NWC of its acceptability, provided that no event has occurred since such notification which has or may reason- ably be expected in the future to have a material adverse effect on the financial condition of future operating results of NWC. (vii) Whenever for the purposes of this Section it shall be necessary to value, in terms of the currency of the Borrower, debt payable in another currency, such valuation shall be made on the basis of the prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purposes of servicing such debt, or, in the absence of such rate, on the basis of a rate of exchange acceptable to the Bank. Section 4.06. Except as the Bank shall otherwise agree, NWC shall: (a) not later than March 31, 1986, prepare and furnish to the Bank the inventory of its fixed assets in operation related to NWC Category I Water Supply and Sewerage OperatInns: - 11 - (b) value such fixed assets annually, to such extent as shall be necessary to reflect adequately, at the time of such valuation, the current value thereof, in accordance with a sound and consistently-applied method of valuation acceptable to the Bank; and (c) annually register the results of such valuation on its books. Section 4.07. Except as the Bank shall otherwise agree, NWC shall: (a) promptly upon the completion of the take-over of the water supply and sewerage systems referred to in Section 2.09 of this Agreement, prepare and furnish to the Bank the inventory of its fixed assets in operations related to NWC Category II Water Supply and Sewerage Operations; (b) value such fixed assets annually, to such extent as shall be necessary to reflect adequately, at the time of such valuation, the current value thereof, in accordance with a sound and consistently-applied method of valuation acceptable to the Bank; and (c) annually register the results of such valuation on its books. Section 4.08. Except as the Bank shall otherwise agree, NWC shall: (a) not later than September 30, 1984, and not later than September 30 of each Fiscal Year thereafter, furnish to the Bank for its review and comment NWC investment plan for the next three Fiscal Years; and (b) execute such plan taking into account the Bank's comments thereon. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 5.02. This Agreement and all obligations of the Bank and of NWC thereunder shall terminate on the date on which the - 12 - Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify NWC thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion or suspension under the General Conditions. ARTICLE VI Miscellaneous Provisions Section 6.01. Any notice or request required or permitted to be given or made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For the National Water Comission: National Water Commission P.O. Box 65 14-16 Trinidad Terrace Kingston 5, Jamaica, W.I. - 13 - Cable Address: Telex: NATWATER 2125 Kingston, Jamaica, W.I. Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of NWC may be taken or executed by its Managing Director or such other person or persons as the Managing Director shall designate in writing, and the Managing Director shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Regional Vice President Latin America and the Caribbean NATIONAL WATER COMMISSION By Authorized Representative -14 - SCHEDULE 1 Procurement A. International Competitive Bidding 1. Except as provided in Part B hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the current edition of the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in March 1977 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods and works to be procured on the basis of inter- national competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, NWC shall prepare and forward to the Bank as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender or prequalification documents relating thereto, as the case may be, a general procurement notice, in such form and detail and containing such information as the Bank shall reasonably request; the Bank will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods and works in question. NWC shall provide the necessary' information to update such notice annually so long as any goods or works remain to be procured on the basis of international competitive-bidding. 3. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding: (i) bidders shall be required to state in their bid the c.i.f. (port-of-entry) price for the imported goods, or the ex-factory price or off-the-shelf price of other goods, offered in such bid; (ii) customs duties and other import taxes levied in connection with the importation, or the sales and similar taxes levied in connection with the sale or delivery, pursuant to the bid, of the goods shall not be taken into account in the evaluation of the bids; and (iii) the cost of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. -15 - B. Other Procurement Procedures 1. Contracts for civil works and goods estimated to cost less than five hundred thousand dollars ($500,000) equivalent each, but more than one hundred thousand dollars ($100,000) equivalent each, and in the aggregate not to exceed one million five hundred thousand dollars ($1,500,000) equivalent, may be awarded on the basis of competitive bidding advertised locally and in accordance with local procedures satisfactory to the Bank. 2. Contracts for civil works and goods estimated to cost less than one hundred thousand dollars ($100,000) equivalent each, but in the aggregate not to exceed one million dollars ($1,000,000) equivalent, may be awarded on the basis of negotiated purchases from established and reliable suppliers provided, however, that quotations from at least three of such suppliers are obtained. C. Review of Procurement Decisions by the Bank 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts estimated to cost the equivalent of one hundred thousand dollars ($100,000) or more: (a) Before bids are invited, NWC shall furnish to the Bank, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in said documents or procedures as the Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, NWC shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the contract and shall furnish to the Bank, in sufficient time for its review, a detailed report, by the consultants referred to in Section 2.02 of this Agreement, on the evaluation and comparison of the bids received, together with the recommendations for award of said consultants, and such other information as the Bank shall reason- ably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform NWC and state the reasons for such determination. - 16 - (c) The terms and conditions of the contract shall not, without the Bank's concurrence, mterially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submis- sion to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph (except for contracts on account of which withdrawals are allowed from the Loan Account on the basis of statements of expenditures), NWC shall furnish to the Bank, promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommenda- tions for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform NWC and state the reasons for such determination. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an extension of the stipulated time for performance of such contract, or issuing any change order under such contract (except in cases of extreme urgency) which would increase the cost of the contract by more than 10% of the original price, NWC shall inform the Bank of the proposed modification, waiver, extension or change order and the reasons therefor. The Bank, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform NWC and state the reasons for its determination. - 17 - SCHEDULE 2 NWC Organization and Operational Measures NWC shall take the following measures aimed at strengthening its organizational structure and operations. A. Not later than September 30, 1985, prepare and furnish to the Bank for its review and comments, new accounting, financial and management information systems, and not later than March 31, 1986 put into effect such systems taking into account the Bank's comments thereon. B. Not later than September 30, 1985, prepare and furnish to the Bank, for its review and comment, a new inventory control system, and not later than March 31, 1986, put into effect such system taking into account the Bank's comments thereon. C. Not later than December 31, 1984, put into effect new personnel policies and procedures satisfactory to the Bank. D. Not later than December 31, 1985, carry out a program for standardization of its water supply and sewerage equipment satisfactory to the Bank. E. Not later than March 31, 1985, put into effect a new billing and customer account system satisfactory to the Bank. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this -day of J ,198 FOR SECRETARY