Papua New Guinea - Primary Education Project : Credit 1087 - Credit Agreement - Conformed

01 CREDIT NUMBER 1087 PNG ., 7, 31 Development Credit Agreement (Primary Education Project) between INDEPENDENT STATE OF PAPUA NEW GUINEA and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated // , 1981 CREDIT NUMBER 1087 PNG DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated , 1981, between INDEPENDENT STATE OF PAPUA NEW GUINEA (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) the Borrower has requested the Association to assist in the financing of the Project described in Schedule 2 to this Agreement by extending the Credit as hereinafter provided; (B) the Borrower has also requested the Bank to provide additional assistance towards the financing of the Project and by an agreement of even date herewith between the Borrower and the Bank (hereinafter called the Loan Agreement) the Bank is agreeing to provide such assistance in an aggregate principal amount equivalent to six million dollars ($6,000,000) (hereinafter called the Loan); and (C) the Borrower and the Association intend, to the extent practicable, that the proceeds of the Credit provided for in this Agreement be disbursed on account of expenditures on the Project before disbursements of the proceeds of the Loan provided for in the Loan Agreement are made; and WHEREAS the Association has agreed, on the basis inter alia of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated June 30, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agreements of the Association being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the -2- General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following terms have the following meanings: (a) "Loan Agreement" means the agreement of even date herewith between the Borrower and the Bank for the purpose of the Project, as such agreement may be amended from time to time; and such term includes the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated October 27, 1980, as made applicable to such agreement, all agreements supplemental to the Loan Agreement and all schedules to the Loan Agreement; (b) "NPEP" means the Borrower's National Public Expenditure Plan; (c) "Region" means a territorial sub-division of the Bor- rower consisting of two or more provinces; (d) "Sub-project" means a sub-project financed or proposed to be financed under the Credit under the sectoral program for primary education under Part D of the Project. (e) "POMITC" means the Port Moresby In-Service Teacher's College; and (f) "CDC" means the Curriculum Unit of the Standards Division of the Education Department of the Borrower. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in this Agreement set forth or re- ferred to, an amount in various currencies equivalent to nine mil- lion four hundred thousand Special Drawing Rights (SDR 9,400,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Association, for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Credit. -3- Section 2.03. Except as the Association shall otherwise agree, procurement of the goods, printing contracts for text-books and civil works to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this Agree- ment. Section 2.04. The Closing Date shall be December 31, 1987 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semiannually on May 15 and November 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each May 15 and November 15 commencing May 15, 1991 and ending November 15, 2030, each installment to and including the installment payable on November 15, 2000, to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project or cause it to be carried out with due diligence and efficiency and in conformity with appropriate administrative, engineering, financial and educational practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 3.02. In order to assist the Borrower in the carrying out of the Project, the Borrower shall employ or cause to be employed specialists whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Associa- tion. - 4- Section 3.03. (a) The Borrower undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit against hazards incident to the acquisition, transportation and delivery thereof to the place of use or inistallation, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Association shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Credit to be used exclusively for the Project. Section 3.04. (a) The Borrower shall furnish to the Associa- tion, 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 Association shall reasonably request. (b) The Borrower 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 Credit, and to disclose their use in the Project; (ii) enable the Association's accredited representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) furnish to the Association at regular intervals all such information as the Association shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Credit and the goods and services financed out of such proceeds. (c) 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 the Borrower and the Association, the Borrower shall prepare and furnish to the Association a report, of such scope and in such detail as the Association 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 the Borrower and the Association of their respective obligations under the Development Credit Agreement and the accomplishment of the purposes of the Credit. -5- Section 3.05. The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for carrying out the Project (excluding community schools financed under Part D of the Project) and shall furnish to the Association, promptly after such acquisition, evidence satis- factory to the Association that such land and rights in respect of land are available for purposes related to the Project. Section 3.06. The Borrower shall gather in a manner satis- factory to the Association and submit to the Association for its review and comments: (i) base-line data by December 31, 1982 or such other date as the Borrower and the Association may agree; and (ii) annual evaluation data as soon as practicable during 1984-87, on the impact of the Project on the primary education system of the Borrower. Section 3.07. The Borrower shall submit to the Association for its review and comments, by December 31, 1982 or such other date as the Borrower and the Association may agree, the consoli- dated plan for enrollment expansion by province or group of provinces for 1983-87 to be prepared under Part A of the Project. Section 3.08. The Borrower shall complete and submit to the Association for its review and comments, by December 31, 1983 or such other date as the Borrower and the Association may agree, the study of secondary education included in Part G of the Project. Section 3.09. The Borrower shall allocate funds in the sectoral program for primary education, in accordance with the criteria satisfactory to the Borrower and the Association, among the provinces for their sub-projects to be carried out under Part D of the Project. Section 3.10. The Borrower shall: (i) select sub-projects for the sectoral program for primary education under Part D of the Project in accordance with criteria mutually agreed between the Borrower and the Association; (ii) submit to the Association for its review and comments prior to the operation of the sectoral program for primary education for 1983, a detailed description of one sub-project for each Region that -6 - shall be considered as representative of the sub-projects to be carried out in such Region under Part D of the Project; and (iii) submit to the Association for its review and comments such other future sub-projects for each Region, as the Association may reasonably request. ARTICLE IV Other Covenants Section 4.01. The Borrower shall: (i) maintain or cause to be maintained accounts ade- quate to record in accordance with consistently maintained appropriate accounting practices the operations, resources and expenditures, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof; (ii) enable the Association's accredited representatives to review the accounts referred to in (i) above; (iii) submit such accounts, including all records sup- porting certificates of expenditures referred to in paragraph 7 of Schedule 1 to this Agreement, to an independent audit conducted in accordance with appropriate auditing principles consistently applied; and (iv) submit to the Association the report of the audit referred to in (iii) above of such scope and in such detail as the Borrower and the Association shall agree, including a separate opinion by the auditor in respect of the said certificates of expenditures showing whether the proceeds of the Credit withdrawn on the basis of such certificates have been used for the purpose for which they were provided. Section 4.02. (a) The Borrower shall continue to operate, or cause to be operated, its primary education institutions in accordance with sound administrative, educational and training policies and practices and with due regard to economy. -7- (b) The Borrower shall at all times employ, or cause to be employed, qualified administrators and teachers in adequate numbers to staff the primary education institutions. Section 4.03. The Borrower shall: (i) adequately maintain, or cause to be maintained, the buildings, furniture and equipment of its primary education institutions and make, or cause to be made, all necessary repairs and renewals thereof in accordance with sound technical and administrative practices; or (ii) provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the foregoing. ARTICLE V Termination Section 5.01. The date 6&ouit /( /98/ is hereby speci- fied for the purposes of SectioY 12.04 of the General Conditions. Section 5.02. The obligations of the Borrower under Sections 4.02 and 4.03 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date twenty-five years after the date of this Agreement, whichever shall be the earlier. ARTICLE VI Representatives of the Borrower; Addresses Section 6.01. The Minister for Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Minister for Finance Department of Finance Post Office Ward's Strip Papua New Guinea -8- Cable address: Telex: TREASURER SENTROF Boroko NE 22144 Papua New Guinea NE 22218 For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) 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. INDEPENDENT STATE OF PAPUA NEW GUINEA By 9/ Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By O/ Regional Vice President East Asia and Pacific - 9 - SCHEDULE 1 Withdrawal of the Proceeds of the Credit and of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit and of the Loan, the allocation of amounts of such proceeds to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Amount of the Loan Allocated % of Credit Allocated (Expressed Expendi- (Expressed in in Dollar tures to be Category SDR Equivalent) Equivalent) Financed (1) Civil works 1,190,000 200,000 70% for Part B, C and G of the Project (2) Equipment, 730,000 700,000 100% of furniture, foreign paper and expendi- other mate- tures, rials 100% of local ex- penditures, ex-factory and 70% of local ex- penditures for im- ported items (3) Printing ser- 60,000 100,000 70% vices for Part B of the Project - 10 - Amount of the Amount of the Loan Allocated % of Credit Allocated (Expressed Expendi- (Expressed in in Dollar tures to be Category SDR Equivalent) Equivalent) Financed (4) Technical 2,570,000 2,500,000 100% Assistance and Training (in- cluding sala- ries, travel and per diem for civil works de- signers and other spe- cialists) (5) Part D of 4,300,000 2,000,000 30% of local the Project expenditures in 1983; 25% of local expenditures in 1984; and 20% of local expenditures in 1985 (6) Unallocated 550,000 500,000 TOTAL 9,400,000 6,000,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; and (b) the term "local expenditures" means expenditures in the currency of the Borrower and for goods or services supplied from the territory of the Borrower. - 11 - 3. The disbursement percentages have been calculated in com- pliance with the policy of the Bank and the Association that no proceeds of the Loan and the Credit shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan or the Credit decreases or increases, the Bank or the Association may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank and the Association. 4. Notwithstanding the provisions of paragraph 1 above, no with- drawals shall be made in respect of payments made for expenditures prior to the date of this Agreement. In addition, except as the Borrower, the Bank and the Association shall otherwise agree, and until all amounts of the Credit shall have been withdrawn or committed, no withdrawals shall be made from the Loan Account except under commitments entered into by the Bank pursuant to Section 5.02 of the General Conditions referred to in Section 1.01 of the Loan Agreement. 5. Notwithstanding the allocation of an amount of the Loan or of the Credit or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank or the Association has reason- ably estimated that the amount of the Loan or of the Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank or the Association may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan or of the Credit, as the case may be, which are then allocated to another Category and which in the opinion of the Bank or the Association are not needed to meet other expenditures; and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further with- drawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Association or the Bank shall have reasonably deter- mined that the procurement of any item in any Category is incon- sistent with the procedures set forth or referred to in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Loan or of the Credit and the Bank or the - 12 - Association may, without in any way restricting or limiting any other right, power or remedy of the Bank or of the Association under the Loan Agreement or the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Loan or of the Credit as, in the Bank's or the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan or of the Credit. 7. Each request for withdrawal from the Credit Account or the Loan Account in respect of Category (2) for local expenditures of not more than $1,000 equivalent for each purchase and not more than $500,000 equivalent in the aggregate, Category (3), Category (4) for local travel and per diem, and Category (5) shall be accompanied by a certificate issued by the Borrower, in such form as shall be satisfactory to the Borrower and the Association or the Bank, as the case may be, by which the Borrower certifies that the expenditures on account of which the withdrawal is requested have been made for the Project. - 13 - SCHEDULE 2 Description of the Project Part A: Administration and Planning (1) Training programs for educational administrators and planners to strengthen national and provincial planning and administration; and (2) preparation of provincial education plans through provision of specialist services. Part B: Curriculum Development (1) Construction, furnishing and equipping of a national curriculum development center wiich will support devel- opment, testing and production of primary teaching materials including text-books; and strengthen exami- nation services and curriculum development through training programs and provision of specialist services; and (2) improvement of curricula and library services of the provinces through provision of specialist services and training programs. Part C: Teacher Training (1) Construction, furnishing and equipping of POMITC; and improvement of its in-service teacher training programs through provision of training programs and specialist services; (2) Strengthening of educational resources centers through provision of training programs and specialist services; and (3) improvement of in pre-service teachers' colleges through provision of training programs and specialist services. Part D: Provincial Primary Education Support of NPEP sectoral program in provincial primary education for 1983-85 through provision of financial support for sub-projects for the provinces. - 14 - Part E: Evaluation and Management Strengthening of evaluation and management capabilities through provision of training programs and specialist services. Part F: Staff Housing Construction of about 20 houses for Project staff. Part G: Studies Preparation of future education projects including a study of secondary education. The Project is expected to be completed by June 30, 1987. - 15 - SCHEDULE 3 Procurement A. International Competitive Bidding 1. Except as provided in Part D hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in 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, the Borrower shall prepare and forward to the Association or the Bank, as the case may be, 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 Association shall reasonably request; the Association or the Bank, as the case may be, 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. The Borrower 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 compe- titive 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; and (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. B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A of this Schedule, goods manufactured in the - 16 - Independent State of Papua New Guinea may be granted a margin of preference in accordance with, and subject to, the following provisions: 1. All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. 2. After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in the Independent State of Papua New Guinea if the bidder shall have established to the satisfaction of the Borrower and the Association or the Bank, as the case may be, that the manufacturing cost of such goods includes a value added in the Indepen- dent State of Papua New Guinea equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other domestic bids. (3) Group C: bids offering any other goods. 3. In order to determine the lowest evaluated bid of each group, all evaluated bids in each group shall first be compared among themselves, without taking into account customs duties and other import taxes levied in connection with the importation, and sales and similar taxes levied in connection with the sale or delivery, pursuant to the bids, of the goods. Such lowest evalu- ated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. 4. If, as a result of the comparison under paragraph 3 above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the evaluated bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to: (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the goods offered in such - 17 - group C bid; or (ii) 15% of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph 3 is the lowest evaluated bid shall be selected. D. Other Procurement Procedures 1. Contracts costing less than $10,000 equivalent may be let after inviting at least three price quotations; provided, however, that such contracts shall not cost in excess of $250,000 equi- valent in the aggregate. 2. Contracts for civil works not exceeding the equivalent of $300,000 per contract may be let on the basis of the Borrower's procedures satisfactory to the Association. 3. Contracts for printing equipment estimated to cost less than $300,000 equivalent may be let to a supplier or suppliers that provide local maintenance facilities in the Borrower's territory. 4. Contracts for furniture, equipment, materials and paper estimated to cost $100,000 equivalent or less may be let either (i) on the basis of competitive bidding advertized locally or (ii) under the existing government stores contracts; provided all such procurement shall not in the aggregate exceed the equivalent of $1,300,000. 5. Printing of educational materials may be carried out on the basis of force account by the Borrower, provided such pro- curement shall not exceed the equivalent of $250,000 in the aggregate. 6. Books may be procured directly from their authorized distri- butors in accordance with the Borrower's procurement procedures satisfactory to the Association. 7. Goods and civil works under Part D of the Project may be procured in accordance with the Borrower's procurement procedures satisfactory to the Association. E. Review of Procurement Decisions by the Association 1* Review of invitations to bid and of proposed awards and final contracts: - 18 - With respect to all contracts to be awarded on the basis of international competitive bidding: (a) Before bids are invited, the Borrower shall furnish to the Association or the Bank, as the case may be, for its comments, the text of the invitations to bid and the specifi- cations and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Association or the Bank, as the case may be, shall reason- ably request. Any further modification to the bidding documents shall require the Association's or the Bank's concurrence, as the case may be, before it is issued to the prospective bidders. (b) After bids have been received and evaluated, the Bor- rower shall, before a final decision on the award is made, inform the Association or the Bank, as the case may be, of the name of the bidder to which it intends to award the contract and shall furnish to the Association or the Bank, as the case may be, in sufficient time for its review, a detailed report on the evalua- tion and comparison of the bids received, ard such other informa- tion as the Association or the Bank, as the case may be, shall reasonably request. The Association or the Bank, as the case may be, shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Association's or the Bank's concurrence, as the case may be, materially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Association or the Bank, as the case may be, promptly aiter its execution and prior to the submission to the Association or the Bank, as the case may be, of the first application for withdrawal of funds from the Credit Account or the Loan Account, as the case may be, in respect of such contract. 3. With respect to each contract not governed by the preceding paragraph, the Borrower shall furnish to the Association or the Bank, as the case may be, promptly after its execution and prior to the submission to the Association or the Bank, as the case may be, of the first application for withdrawal of funds from the Credit Account or the Loan Account, as the case may be, in respect - 19 - of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommendations for award and such other information as the Association or the Bank, as the case may be, shall reasonably request. The Association or the Bank, as the case may be, shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination. 4. 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 15% of the original price, the Borrower shall inform the Association of the proposed modification, waiver, extension or change order and the reasons therefor. The Association, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform the Borrower and state the reasons for its determination. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the -L day of 198 L. FOR SECRETARY