Philippines - Third Ports Project : Loan 1855 - Loan Agreement - Conformed

DOCUMENTS I LOAN NUM-BER 1855 PH Loan Agreement (Third Ports Project) between REPUBLIC OF THE PHILIPPINES and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated /3 ,1980 LOAN NUMBER 1855 PH LOAN AGREEMENT AGREEMENT, dated 3, 1980, between REPUBLIC OF THE PHILIPPINES (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; (B) the Borrower will carry out parts of the Project through its Ministry of Public Works, and the remainder of the Project will be carried out by the Philippine Ports Authority (hereinafter called the Authority) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to the Authority the proceeds of the Loan as hereinafter provided; and WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan available to the Borrower upon the terms and conditions set forth hereinafter and in a project agree- ment of even date herewith between the Bank and the Authority; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.Ol. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agree- ments of the Bank being hereinafter called the General Condi- tions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: - 2 - (a) "Project Agreement" means the agreement between the Bank and the Philippine Ports Authority of even date herewith, as the same may be amended from time to time, and such term includes-all schedules to the Project Agreement and all agreements supplemental to the Project Agreement; (b) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and the Philippine Ports Authority pursuant to Section 3.01 (c) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreement; (c) "Presidential Decree" means the Borrower's Presidential Decree No. 857 dated December 23, 1975, as such way be amended to the date of this Agreement; (d) "Ministry" means the Ministry of Public Works of the Borrower; (e) "Authority" means the Philippine Ports Authority duly organized and existing under the Presidential Decree; (f) "Investment Plan" means all of the Authority's capital expenditures planned for the years 1980 through 1986, as formu- lated in accordance with the provisions of Section 4.03 of the Project Agreement; (g) "Project Ports" means the ports of Cagayan de Oro, Cebu, Iloilo and Zamboanga, as such ports are defined pursuant to the Presidential Decree; and (h) "Peso" means the currency unit of the Borrower. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to sixty-seven million dollars ($67,000,000). -3- Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance wi-th the provisions of Sched- ule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the± Borrower and the Bank, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be June 30, 1985 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2,05. The Borrower shall pay to the Bank a commit- ment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and one-fourth per cent (8.25%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on March 15 and September 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out Parts A through D of the Project through the Ministry with due diligence and efficiency and in conformity with appropriate financial, administrative and engineering practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) Without any limitation or restriction upon any of its other obligations under the Loan Agreement, the Borrower shall, cause the Authority to perform in accordance with the provisions of .the Project Agreement and the Subsidiary Loan Agreement all the obligations therein set forth, shall take or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable the Authority to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (c) The Borrower shall make the proceeds of the Loan avail- able 'to the Authority under a subsidiary loan agreement to be entered into between the Borrower and the Authority under terms and conditions which shall have been approved by the Bank. (d) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, the Borrower shall not assign, nor amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. In order to assist in carrying out Parts A through D of the Project, the Borrower shall cause to be employed consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. Section 3.03. (a) The Borrower undertakes to insure, Qr make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan 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 the Borrower to replace or repair such goods. (b) Except as the Bank shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan to be used exclusively for the Project. -5- Section 3.04. (a) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, training programs, contract documents and construction and procurement schedules for Parts A through D of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably r-quest. (b) The Borrower: (i) shall maintain records and procedures adequate to record and monitor the progress of Parts A through D 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 Parts A through D of the Project; (ii) shall enable the Bank's accredited repre- sentatives to visit the facilities and construction sites included in Parts A through D of the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) shall furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning Parts A through D of the Project, its cost and, where appropriate, the benefits to be derived from it, the ex- penditure of the proceeds of the Loan and the goods and services financed out of such proceeds. (c) Promptly after completion of Parts A through D 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 Bank, the Borrower 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 Parts A through D of the Project, its cost and the benefits derived and to be derived from it, the performance by the Borrower and the Bank of their respective obligations under the Loan Agreement and the accomplishment of the purposes of the Loan. Section 3.05. The Borrower shall cause: (a) by October 1, 1980 to be established, and thereafter maintained, a Project Executive Committee satisfactory to the Bank, responsible for implementation of Parts A through D of the Project; (b) by Octo- ber 1, 1980 to be appointed a full-time Project Director, whose qualifications, experience and responsibilities are satisfactory to the Bank; and (c) to be established and maintained thereafter, a Project Management Office with organization, staff and resources satisfactory to the Bank. -6- Section 3.06. 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. Section 3.07. The Borrower shall by June 30, 1981 com- plete the resettlement in accordance with arrangements satisfac- tory to the Bank, of residents of the Port of Cagayan de Oro who are required to relocate for the purpose of carrying out the Project. Section 3.08. The Borrower shall: (i) cause the external access roads to the Ports of Cagayan de Oro, Iloilo and Zamboanga, as specified under the Project, to be constructed in accordance with construction schedules satisfactory to the Bank; and (ii) arrange for the timely acquisition of construction rights-of-way therefor. Section 3.09. The Borrower shall cause: (a) by December 31, 1981 the completion of the removal of wrecks in the access channel to be constructed under Part B.1 of the Project; and (b) by June 30, 1981, the completion of the relocation of a fishing vessel anchorage at the Port of Zamboanga. Section 3.10. The Borrower shall cause the Authority to determine in consultation with the Bank, the number of arrastre (cargo handling) firms allowed to operate in each of the Project Ports. ARTICLE IV Other Covenants Section 4.01. (a) It is the mutual intention of the Borrower and the Bank that no other external debt shall enjoy any priority over the Loan by way of a lien on governmental assets. - 7- (b) To that end the Borrower: (i) represents that at the date of this Agreement no lien exists on any governmental assets as security for any external debt except as otherwise disclosed in writing by the Borrower to the Bank; and (ii) undertakes that, except as the Bank shall otherwise agree, if any such lien shall be created, it will ipso facto equally and ratably, and at no cost to the Bank, secure the payment of the principal of, and interest and other charges on, the Loan and in the creation of any such lien express provision will made to that effect. The Borrower shall promptly inform the Bank of the creation of any such lien. (c) The foregoing representation and undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. (d) As :sed in this Section, the term "governmental assets" means assets of the Borrower or of any agency of the Borrower including the Central Bank of the Philippines or any institution performing the functions of a central bank for the Borrower. (e) The Borrower further undertakes that, within the limits of the laws in force in its territories, it will make the fore- going undertaking effective with respect to liens on the assets of its political subdivisions and their agencies, and to the extent that the Borrower is unable within the limits of the laws in force in its territories to make this undertaking effective, the Bor- rower will give to the Bank an equivalent lien satisfactory to the Bank. ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (k) thereof: - 8 -- (a) The Authority shall have failed to perform any covenant, agreement or obligation of the Authority under the Project Agree- ment or the Subsidiary Loan Agreement. (b) An extraordinary situation shall have arisen which shall make it improbable that the Authority will be able to perform its obligations under the Project Agreement or the Sub- sidiary Loan Agreement. (c) The Presidential Decree shall have been amended, suspended, abrogated, repealed or waived in such a way as to materially and adversely affect the ability of the Authority to carry out the covenants, agreements and obligations set forth in the Project Agreement or the Subsidiary Loan Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of the Authority or for the suspension of its operations. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof: (a) any event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as addi- tional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions: -9- (a) the execution and delivery of the Project Agreement on behalf of the Authority have been duly authorized or ratified by all necessary corporate and governmental action; and (b) the Subsidiary Loan Agreement has been executed on behalf of the Borrower and the Authority. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank: (a) that the Project Agreement has been duly authorized or ratified by the Authority, and is legally binding upon the Authority in accordance with its terms; and (b) that the Subsidiary Loan Agreement has been duly authorized or ratified by the Borrower and the Authority and is legally binding upon the Borrower and the Authority in accordance with its terms. Section 6.03. The date /L9, is hereby speci- fied for the purposes of Section 12.04 of the General Conditions. ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Minister of Finance Ministry of Finance Manila Philippines Cable address: Telex: MINFIN 7550 CBP-PH Manila 0268 CB-CONF - 10 - 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) 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. REPUBLIC OF THE PHILLIPINES By/ L;" Z Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ByI Z. la- Regional Vice President East Asia and Pacific - 11 - SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Civil works 38,000,000 48% (2) Equipment and materials 1,500,000 100% of for- for civil works eign expendi- tures for directly im- ported items (3) Consultants' services 10,340,000 100% and training (4) Unallocated 17,160,000 TOTAL 67,000,000 2. For the purposes of this Schedule the term "foreign expendi- tures" 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. 3. The disbursement percentages have been calculated in com- pliance with the policy of the Bank that no proceeds of the Loan 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 decreases or increases, the Bank may, by notice to the Borrower, - 12 - increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expendi- tures prior to the date of this Agreement, except that with- drawals, in an aggregate amount not exceeding the equivalent of $850,000 may be made in respect of Category (3) on account of payments made for such expenditures before that date but after April 1, 1980. 5. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank 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 withdrawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Bank shall have reasonably determined that the procurement of any item in any Category is inconsistent 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 and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan. - 13 - SCHEDULE 2 Description of the Project The Project is part of the Investment Plan and consists of the following: Part A: Port of Cagayan de Oro 1. Extension of quay (about 415 meters) providing deep-water multipurpose berths. 2. Construction of one open transit shed and one container freight station cum transit shed. 3. Construction of ancillary works including surface roads, open areas, utilities, weighbridges, gates and fences. 4. Construction of an external access road. Part B: Port of Cebu 1. Dredging and disposal of spoil for the provision of deep- water access navigation channel to a depth of 9.5 meters below wean low low-water. 2. Construction of a quay (550 meters long and 70 meters wide) providing deep-water multipurpose berths. 3. Construction of one container freight station cum transit shed. 4. Construction of an administration building, equipment and passenger sheds, and ancillary works including surface roads, open areas, utilities, weigh-bridges, gates and fences. 5. Rehabilitation and upgrading of marginal quay aprons and circulation roads, including provision of utilities, gates and fencing. Part C: Port of Iloilo 1. Dredging and disposal of spoil, reclamation and fill, and construction of dike works for the provision of an island wharf terminal. - 14 - 2. Construction cf a quay (400 meters long and 225 meters wide) providing deep-water multipurpose berths. 3. Construction of one container freight station cum transit shed. 4. Construction of an administration building, fire station and ancillary works including surface roads, open areas, utilities, weigh-bridges, gates and fences. 5. Construction of external access roads. Part D: Port of Zamboanga 1.. Dredging and disposal of spoil, reclamation and fill, and construction of dike works for the quay extension hereunder. 2. Extension of quay (about 220 meters) providing deep-water multipurpose berths. 3. Construction of one container freight station cum transit shed. 4. Construction of buildings for administration, relevant agencies and labor, fire station, and ancillary works including surface roads, open areas, utilities, weighbridges, gates, fences and sheds. 5. Rehabilitation of the existing tee-head jetty. 6. Construction of a pier (about 50 meters) with mooring dol- phins, a passenger waiting shed and an embarkation area. 7. Construction of an external access road. Part E: Project Facilities 1. Operation and maintenance of facilities constructed under Parts A through D of the Project. 2. Provision of cargo handling equipment. Part F: Technical Assistance 1* Strengthening of the Authority's and Project Management Office's capabilities in areas such as: - 15 - (a) civil engineering works administration; and (b) management information system. 2. Establishment of a hydrographic survey unit in the Authority. 3. Studies: (a) Siltation and hydrographic studies at the Ports of Cebu and Iloilo. (b) Study of effect of increased container freight and passenger services. (c) Study of seabed erosion at the Port of Cagayan de Oro. (d) Studies for future ports projects. (e) Other port related studies. The Project is expected to be completed by June 30, 1984. - 16 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each March 15 and September 15 beginning September 15, 1985 through September 15, 1999 2, 235,000 On March 15, 2000 2,185,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 17 - Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.25% More than three years but not more than six years before maturity 2.50% More than six years but not more than eleven years before maturity 4.55% More than eleven years but not more than sixteen years before maturity 6.60% More than sixteen years but not more than eighteen years before maturity 7.40% More than eighteen years before maturity 8.25% - 18 - SCHEDULE 4 Procurement A. International Competitive Bidding 1. Civil works and goods 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 works and goods 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 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 there- to, 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 works in question. The Borrower shall provide the necessary information to update such notice annually so long as any works or goods remain to be pro- cured on the basis of international competitive bidding. 3. Bidders for the works included in the Project shall be prequalified as described in paragraph 1.3 of Part A of the Guidelines. 4. 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. - 19 - B. Review of Procurement Decisions by the Bank 1. Review of prequalification. The Borrower shall, before qualification is invited, inform the Bank in detail of the proce- dure to be followed, and shall introduce such modifications in said procedure as the Bank shall reasonably request. The list of prequalified bidders, together with a statement of their qualifi- cations and of the reasons for the exclusion of any applicant for prequalification shall be furnished by the Borrower to the Bank for its comments before the applicants are notified of the Bor- rower's decision, and the Borrower shall make such additions to, deletions from, or modifications in, the said list as the Bank shall reasonably request. 2. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts for civil works and goods estimated to cost the equivalent of $1,000,000 or more: (a) Before bids are inv!ted, the Borrower 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 the 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, the Bor- rower 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, with the assistance of the con- sultants referred to in Section 3.02 of this Agreement, on the evaluation and comparison of the bids received, together with the recommendations for award of the said consultants and such other information as the Bank shall reasonably request. The Bank 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 Bank's concurrence, materially differ from those on which bids were asked or prequalification invited. - 20 - (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the sub- mission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 3. With respect to each contract not governed by the preceding paragraph, the Borrower 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 sich con- tract, together with the analysis of the respective bids, recom- mendations 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, pro.1ptly inform the Borrower and state the reasons for such determination. 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 L3 day of A-A L, 1910. FOR SECRETARY