O6FIIAOFFICA CREDIT NUMBER 1055 NEPDOCUMENTS
Development Credit Agreement(Mahakali Irrigation - Stage I - Project)
between
KINGDOM OF NEPAL
and
INTERNATIONAL DEVELOPMENT ASSOCIATION
Dated , 1980
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CREDIT NUMBER 1055 NEP
DEVELOPMENT CREDIT AGREEMENT
AGREEMENT, dated a 9 , 1980, betweenKINGDOM OF NEPAL (hereinaf er called the Borrower) and INTER-NATIONAL DEVELOPMENT ASSOCIATION (hereinafter called theAssociation).
ARTICLE I
General Conditions; Definitions
Section 1.01. The parties to this Agreement accept all theprovisions of the General Conditions Applicable to DevelopmentCredit Agreements of the Association, dated March 15, 1974, withthe same force and effect as if they were fully set forth herein(said General Conditions Applicable to Development CreditAgreements of the Association being hereinafter called theGeneral Conditions).
Section 1.02. Wherever used in this Agreement, unless thecontext otherwise requires, the several terms defined in theGeneral Conditions have the respective meanings therein set forthand the following additional terms have the following meanings:
(a) "MIDB" means the Mahakali Irrigation Development Board,to be established by the Borrower under its Development Board Actof 1956; and
(b) "Project Area" means the area of about 8,500 ha of theBorrower's Kanchanpur District of the Mahakali Zone.
ARTICLE II
The Credit
Section 2.01. The Association agrees to lend to the Borrower,on the terms and conditions in the Development Credit Agreementset forth or referred to, an amount in various currencies equiv-alent to sixteen million dollars ($16,000,000).
Section 2.02. The amount of the Credit may be withdrawn fromthe Credit Account in accordance with the provisions of Schedule1 to this Agreement, as such Schedule may be amended from time totime by agreement between the Borrower and the Association, forexpenditures made (or, if the Association shall so agree, to be
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made) in respect of the reasonable cost of goods and servicesrequired for the Project and to be financed out of the proceedsof the Credit.
Section 2.03. Except as the Association shall otherwiseagree, procurement of the goods and civil works to be financed outof the proceeds of the Credit shall be governed by the provisionsof Schedule 3 to this Agreement.
Section 2.04. The Closing Date shall be December 31, 1985or such later date as the Association shall establish. TheAssociation shall promptly notify the Borrower of such laterdate.
Section 2.05. The Borrower shall pay to the Associationa service charge at the rate of three-fourths of one per cent(3/4 of 1%) per annum on the principal amount of the Creditwithdrawn and outstanding from time to time.
Section 2.06. Service charges shall be payable semiannuallyon June 15 and December 15 in each year.
Section 2.07. The Borrower shall repay the principal amountof the Credit in semiannual installments payable on each June 15and December 15 commencing December 15, 1990, and ending June 15,2030T each installment to and including the installment payableon June 15, 2000, to be one-half of one per cent (1/2 of 1%) ofsuch principal amount, and each installment thereafter to be oneand one-half per cent (1-1/2%) of such principal amount.
Section 2.08. The currency of the United States of Americais hereby specified for the purposes of Section 4.02 of theGeneral Conditions.
ARTICLE III
Execution of the Project
Section 3.01. The Borrower shall carry out the Project withdue diligence and efficiency and in conformity with appropriateengineering, agricultural and administrative practices, and shallprovide, promptly as needed, the funds, facilities, services andother resources required for the purpose.
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Section 3.02. In order to assist the Borrower in the mattersset forth below, the Borrower shall employ the following con-sultants whose qualifications, experience and terms and con-ditions of employment shall be satisfactory to the Borrower andthe Association:
(a) engineering consultants to assist the Borrower incarrying out the Project, including inter alia, preparation ofbidding documents and bid evaluation; and
(b) by May 31, 1982, two agricultural consultants to assistthe Borrower and MIDB in carrying out Part E of the Project.
Section 3.03. (a) The Borrower shall ensure that MIDB is ade-quately staffed for the implementation of the Project in accor-dance with a staffing plan satisfactory to the Borrower and theAssociation.
(b) The MIDB staff shall include a Project Manager whosequalifications and experience shall be satisfactory to theAssociation.
Section 3.04. The Borrower shall carry out the trainingactivities under Part I of the Project in accordance with a plansatisfactory to the Association.
Section 3.05. The Borrower shall:
(a) coordinate through its committee for forest, resettle-ment and irrigation development in the Kanchanpur District allmatters concerning forest clearing, Project construction andsettlement in the Project Area; and
(b) by May 31, 1982 cause its Forest Products DevelopmentBoard to clear forests within the Project Area necessary to carryout the Project.
Section 3.06. (a) The Borrower undertakes to insure, or makeadequate provision for the insurance of, the imported goods to befinanced out of the proceeds of the Credit against hazardsincident to the acquisition, transportation and delivery thereofto the place of use or installation, and for such insurance anyindemnity shall be payable in a currency freely usable by theBorrower to replace or repair such goods.
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(b) Except as the Association shall otherwise agree, theBorrower shall cause all goods and services financed out of theproceeds of the Credit to be used exclusively tor the Project.
Section 3.07. (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 additionsthereto, in such detail as the Association shall reasonablyrequest.
(b) The Borrower: (i) shall 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), toidentify the goods and services financed out of the proceeds ofthe Credit, and to disclose their use in the Project; (ii) shallenable the Association's accredited representatives to visit thefacilities and construction sites included in the Project and toexamine the goods financed out of the proceeds of the Credit andany relevant records and documents; and (iii) shall furnish to theAssociation at regular intervals all such information as theAssociation shall reasonably request concerning the Project, itscost and, where appropriate, the benefits to be derived from it,the expenditure of the proceeds of the Credit and the goods andservices financed out of such proceeds.
(c) As part of the information referred to in subparagraph(iii) of paragraph (b) of this Section, the Borrower shall furnishto the Association, for its review and comments, two agriculturaland economic evaluation studies of the Project, such studies to be
carried out under the responsibility of the MIDB. The Borrowershall furnish the first such study to the Association not laterthan June 30, 1982, and the second not later than December 31,1986.
(d) Promptly after completion of the Project, but in anyevent not later than six months after the Closing Date or such
later date as may be agreed for this purpose between the Borrowerand the Association, the Borrower shall prepare and furnish to the
Association a report, of such scope and in such detail as theAssociation shall reasonably request, on the execution and initialoperation of the Project, its cost and the benefits derived and tobe derived from it, the performance by the Borrower and the
Association of their respective obligations under the DevelopmentCredit Agreement and the accomplishment of the purposes of theCredit.
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Section 3.08. The Borrower shall take all such action asshall be necessary to acquire as and when needed all such landand rights in respect of land as shall be required for theconstruction and operation of the facilities included in theProject and shall furnish to the Association, promptly after suchacquisition, evidence satisfactory to the Association that suchland and rights in respect of land are available for purposesrelated to the Project.
ARTICLE IV
Other Covenants
Section 4.01. (a) The Borrower shall cause MIDB to maintainseparate accounts and records adequate to reflect in accordancewith consistently maintained appropriate accounting practicesthe operations, resources and expenditures of MIDB with respect tothe Project including, without limitation to the foregoing,separate accounts reflecting all expenditures under Categories (1)(b) and (4) of the table in paragraph 1 of Schedule 1 to thisAgreement on account of which withdrawals are requested from theCredit Account on the basis of. certificates of expenditure.
(b) The Borrower shall cause MIDB to retain, until one yearafter the Closing Date, all records (orders, invoices, bills,receipts and other documents) evidencing the expenditures onaccount of which withdrawals are requested from the Credit Accounton the basis of certificates of expenditure and shall enable theAssociation's accredited representatives to examine such records.
(c) The Borrower shall cause MIDB to: (i) have its accountsand financial statements (balance sheets, statements of income andexpenses and related statements) for each fiscal year audited, inaccordance with appropriate auditing principles consistentlyapplied, by independent auditors acceptable to the Association;(ii) furnish to the Association as soon as available, but in anycase not later than six months after the end of each such year,(A) certified copies of its financial statements for such year asso audited and (B) the report of such audit by said auditors, ofsuch scope and in such detail as the Association shall havereasonably requested including, without limitation to the fore-going, an opinion by said auditors in respect of the expendituresand records referred to in paragraph (b) of this Section as towhether the proc-eeds of the Credit withdrawn from the CreditAccount on the basis of certificates of expenditure have been used
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for the purpose for which they were provided; and (iii) furnish tothe Association such other information concerning the accounts andfinancial statements of MIDB and the audit thereof as the Associ-ation shall from time to time reasonably request.
Section 4.02. Except as the Association may otherwise agree,the Borrower shall:
(a) not later than one year after completion of the irriga-tion distribution works under Parts A and B and the Canal serviceroad works under Part C of the Project in each irrigation unit ofthe Project Area, establish and collect from beneficiaries of saidworks water charges sufficient to enable the Borrower to (i) coverthe operating and maintenance costs of said works as they areincurred, and (ii) recover, in progressive steps over a reasonableperiod of time, the capital expenditures attributable to saidworks to the fullest extent possible, having due regard to thebeneficiaries' ability to pay, the necessary incentives for theirparticipation in the Project and the need for public savings tofinance other development activities; and
(b) at regular intervals not exceeding three years each: (i)review the above charges and afford the Association a reasonableopportunity to exchange views with the Borrower on the results ofsaid review, and (ii) based on the above, adjust the said chargesas shall be necessary to continue to give effect to the provisionsof paragraph (a) of this Section.
Section 4.03. (a) The Borrower shall cause all canals,structures, equipment and other facilities of the MIDB system tobe adequately maintained and repaired, in accordance with appro-priate agricultural, engineering and financial policies andpractices and shall provide, promptly as needed, the funds andfacilities required for the purpose. The Borrower and the Asso-ciation shall exchange views on a yearly basis on the amount offunds required annually for such purpose. The Borrower shallfurnish to the Association, not later than July 31 in each year,its operation and maintenance budget for the MIDB system.
(b) The Borrower shall cause MIDB to prepare a comprehensiveoperation and maintenance manual for the MIDB system and shallfurnish to the Association not later than October 1, 1982, a draftof such manual for the Association's comments, and shall furnishthe manual in its final form to the Association not later thanOctober 1, 1983.
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Section 4.04. After completion or improvement of works inirrigation areas under the Project the Borrower shall ensure thatwater in the MIDB system is made available on a regular basis tosuch areas only after field channels have been constructed, awater users group has been formed among the users of the water tobe made available through such field channels and satisfactorywater distribution routines have been formulated.
ARTICLE V
Remedies of the Association
Section 5.01. For the purposes of Section 6.02 of the GeneralConditions, the following additional event is specified pursuantto paragraph (h) thereof, namely, that the Borrower shall haveamended, waived or repealed the Development Board Act of 1956 orthe Order establishing MIDB under the said Act and such amendment,waiver or repeal shall have materially and adversely affectedcarrying out by the Borrower of its obligation under this Agree-ment.
Section 5.02. For the purposes of Section 7.01 of the GeneralConditions, the following additional events are specified pursuantto paragraph (d) thereof, namely, that any of the events specifiedin 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 Development CreditAgreement within the meaning of Section 12,01 (b) of the GeneralConditions:
(a) MIDB has been established with responsibilities andfunctions satisfactory to the Association;
(b) the Project Manager referred to in Section 3.03 (b) ofthis Agreement shall have been appointed in accordance with theprovisions of such Section;
(c) a senior roads engineer and an agricultural developmentofficer, with qualifications and experience satisfactory to theAssociation, have been appointed by the Borrower; and
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(d) the Borrower has selected the consultants referred toin Section 3.02 (a) of this Agreement.
Section 6.02. The date 3Qo9,IL4 30 2/ O is hereby speci-fied for the purposes of Section 12.04 of the General Conditions.
Section 6.03. The obligations of the Borrower under Sections4.01 through 4.04 of this Agreement and the provisions of Section5.02 of this Agreement shall cease and determine on the date onwhich the Development Credit Agreement shall terminate or on adate thirty years after the date of this Agreement, whichever
shall be the earlier.
ARTICLE VII
Representatives of the Borrower; Addresses
Section 7.01. The Secretary, Ministry of Finance of theBorrower is designated as representative of the Borrower for thepurposes of Section 11.03 of the General Conditions.
Section 7.02. The following addresses are specified forthe purposes of Section 11.01 of the General Conditions:
For the Borrower:
Secretary to His Majesty's GovernmentMinistry of FinanceKathmanduNepal
Cable address: Telex:
ARTHA 249 NEPKathmandu
For the Association:
International Development Association1818 H Street, N.W.Washington, D.C. 20433United States of America
Cable address: Telex:
INDEVAS 440098 (ITT)Washington, D.C. 248423 (RCA) or
64145 (WUI)
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IN WITNESS WHEREOF, the parties hereto, acting through theirrepresentatives thereunto duly authorized, have caused thisAgreement to be signed in their respective names in the Districtof Columbia, United States of America, as of the day and yearfirst above written.
KINGDOM OF NEPAL
By/S/Authorized Representative
INTERNATIONAL DEVELOPMENT ASSOCIATION
By
Regional Vice PresidentSouth Asia
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SCHEDULE 1
Withdrawal of the Proceeds of the Credit
1. The table below sets forth the Categories of items to befinanced out of the proceeds of the Credit, the allocation of theamounts of the Credit to each Category and the percentage ofexpenditures for items so to be financed in each Category:
Amount of theCredit Allocated % of(Expressed in Expenditures
Category Dollar Equivalent) to be Financed
(1) Civil works
(a) by contract 7,000,000 100% of for-eign expendi-tures and80% of localexpenditures
(b) by force account 1,700,000 80%
(2) Equipment, materials, 3,300,000vehicles and spareparts
(a) directly imported 100% of for-eign expendi-tures
(b) locally manu-factured 100% of local
expenditures(ex-factory)
(c) locally procured 75%
(3) Consultants' and 1,800,000technical services 100%
(4) Agricultural extension 100,000 75%and training staff
(5) Fellowships 1,300,000 100%
(6) Unallocated 800,000
TOTAL 16,000,000
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2. For the purposes of this Schedule:
(a) the term "foreign expenditures" means expendituresin the currency of any country other than the Borrower and forgoods or services supplied from the territory of any country otherthan the Borrower; and
(b) the term "local expenditures" means expenditures inthe currency of the Borrower and for goods or services suppliedfrom the territory of the Borrower.
3. The disbursement percentages have been calculated in com-pliance with the policy of the Association that no proceeds of theCredit shall be disbursed on account of payments for taxes leviedby, or in the territory of, the Borrower on goods or services, oron the importation, manufacture, procurement or supply thereof; tothat end, if the amount of any such taxes levied on or in respectof any item to be financed out of the proceeds of the Creditdecreases or increases, the Association may, by notice to theBorrower, increase or decrease the disbursement percentage thenapplicable to such item as required to be consistent with theaforementioned policy of the Association.
4. Notwithstanding the provisions of paragraph 1 above, nowithdrawals shall be made in respect of payments made for expendi-tures prior to the date of this Agreement.
5. Notwithstanding the allocation of an amount of the Creditor the disbursement percentages set forth in the table inparagraph 1 above, if the Association has reasonably estimatedthat the amount of the Credit then allocated to any Categorywill be insufficient to finance the agreed percentage of allexpenditures in that Category, the Association may, by notice tothe Borrower: (i) reallocate to such Category, to the extentrequired to meet the estimated shortfall, proceeds of the Creditwhich are then allocated to another Category and which in theopinion of the Association are not needed to meet otherexpenditures, and (ii) if such reallocation cannot fully meet theestimated shortfall, reduce the disbursement percentage thenapplicable to such expenditures in order that further withdrawalsunder such Category may continue until all expenditures thereundershall have been made.
6. If the Association shall have reasonably determined that theprocurement of any item in any Category is inconsistent with
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the procedures set forth or referred to in this Agreement, no
expenditures for such item shall be financed out of the proceedsof the Credit and the Association may, without in any way
restricting or limiting any other right, power or remedy of theAssociation under the Development Credit Agreement, by notice tothe Borrower, cancel such amount of the Credit as, in 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 Credit.
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SCHEDULE 2
Description of the Project
The Project is designed to: (a) increase the capacity of theexisting irrigation distribution system in the Project Area andextend it; (b) improve the handling of sediment in the main canal;(c) improve water control through additional control structuresand extension of the distribution system down to 7.5 ha groups offarms; (d) improve drainage conditions; (e) provide a network ofall weather public roads and canal service roads; (f) intensifyagricultural extension, research and training; and (g) developtechnical staff by providing fellowships for students to studyengineering and agriculture abroad. The Project consists of thefollowing Parts:
Part A: Improvement of the irrigation and drainage system inabout 3,400 ha;
Part B: Extension of the irrigation system by about 3,200 ha,including about 30 km of new distributaries and 115 kmof territory canals, with related structures;
Part C: Construction of an interconnected network of about 40 kmof all weather public roads, about 65 km of canalservice roads and related structures;
Part D: Construction of buildings and communication facilitiesfor engineering and agricultural activities and staffquarters;
Part E: Strengthening of agricultural extension and trainingactivities, including construction of a pilot demonstra-tion farm-cum-training center;
Part F: Provision of materials, equipment and vehicles forconstruction, survey and laboratory activities and forProject operation and maintenance;
Part G: Carrying out of air photography and mapping;
Part H: Provision of technical assistance for Project implemen-tation; and
Part I: Provision of training and fellowships for engineeringand agricultural staff.
The Project is expected to be completed by June 30, 1985.
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SCHEDULE 3
Procurement
A. International Competitive Bidding
1. Except as provided in Part C hereof, goods shall be procuredunder contracts awarded in accordance with procedures consistentwith those set forth in the "Guidelines for Procurement underWorld Bank Loans and IDA Credits" published by the Bank in March1977 (hereinafter called the Guidelines), on the basis of inter-national competitive bidding as described in Part A of theGuidelines.
2. For goods to be procured on the basis of internationalcompetitive bidding, in addition to the requirements of paragraph1.2 of the Guidelines, the Borrower shall prepare and forward tothe Association as soon as possible, and in any event not laterthan 60 days prior to the date of availability to the public ofthe first tender or prequalification documents relating thereto,as the case may be, a general procurement notice, in such form anddetail and containing such information as the Association shallreasonably request; the Association will arrange for the publi-cation of such notice in order to provide timely notificationto prospective bidders of the opportunity to bid for the goods andworks in question. The Borrower shall provide the necessaryinformation to update such notice annually so long as any goodsremain to be procured on the basis of international compe-titive bidding.
3. To the extent practicable, contracts for the procurement ofgoods shall be grouped in bid packages estimated to cost theequivalent of $75,000 or more.
4. For the purpose of evaluation and comparison of bids for thesupply of goods to be procured on the basis of internationalcompetitive bidding: (i) bidders shall be required to statein their bid the c.i.f. (port of, entry) price for the importedgoods, or the ex-factory price or off-the-shelf price of othergoods, offered in such bid; and (ii) customs duties and other
import taxes levied in connection with the importation, or thesales and similar taxes levied in connection with the sale ordelivery, pursuant to the bid, of the goods shall not be takeninto account in the evaluation of the bids.
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B. Preference for Domestic Manufacturers
In the procurement of goods in accordance with the proceduresdescribed in Part A of this Schedule, goods manufactured inthe Kingdom of Nepal may be granted a margin of preference inaccordance with, and subject to, the following provisions:
1. All bidding documents for the procurement of goods shallclearly indicate any preference which will be granted, theinformation required to establish the eligibility of a bid forsuch preference and the following methods and stages that will befollowed in the evaluation and comparison of bids.
2. After evaluation, responsive bids will be classified inone of the following three groups:
(1) Group A: bids offering goods manufactured inthe Kingdom of Nepal if the bidder shall haveestablished to the satisfaction of the Borrower andthe Association that the manufacturing cost of suchgoods includes a value added in the Kingdom ofNepal equal to at least 20% of the ex-factory bidprice 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 eachgroup, all evaluated bids in each group shall first be comparedamong themselves, without taking into account customs duties andother import taxes levied in connection with the importation, andsales and similar taxes levied in connection with the sale ordelivery, pursuant to the bids, of the goods. Such lowest evalu-ated bids shall then be compared with each other, and if, as aresult of this comparison, a bid from group A or group B is thelowest, it shall be selected for the award.
4. If, as a result of the comparison under paragraph 3above, the lowest bid is a bid from group C, all group C bidsshall be further compared with the lowest evaluated bid fromgroup A after adding to the evaluated bid price of the importedgoods offered in each group C bid, for the purpose of this furthercomparison only, an amount equal to: (i) the amount of customsduties and other import taxes which a non-exempt importer would
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have to pay for the importation of the goods offered in such
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.
C. Other Procurement Procedures
1. Notwithstanding the provision of Part A.1 above, contracts
for goods which the Association agrees cannot be grouped in
accordance with Part A.3 above and which are estimated to cost
less than the equivalent of $75,000 each and not more than the
equivalent of $500,000 in the aggregate, may be procured in
accordance with applicable procurement procedures of the Borrower,
satisfactory to the Association.
2. Contracts for civil works:
(a) may be carried out by the Borrower through force account
under arrangements satisfactory to the Association; or
(b) may be procured on the basis of locally advertised
competitive bidding in accordance with applicable procurement
procedures of the Borrower, satisfactory to the Association.
D. Review of Procurement Decisions by the Association
1. Review of invitations to bid and of proposed awards and
final contracts:
With respect to all contracts for civil works estimated to
cost the equivalent of $200,000 or more and for goods estimated
to cost the equivalent of $75,000 or more:
(a) Before bids are invited, the Borrower shall furnish
to the Association, for its comments, the text of the invitations
to bid and the specifications and other bidding documents, to-
gether 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 shall reasonably
request. Any further modification to the bidding documents shall
require the Association's concurrence before it is issued to the
prospective bidders.
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(b) After bids have been received and evaluated, the Bor-rower shall, before a final decision on the award is made, informthe Association of the name of the bidder to which it intends toaward the contract and shall furnish to the Association, insufficient time for its review, a detailed report, by the con-sultants referred to in Section 3.02 (a) of this Agreement, on theevaluation and comparison of the bids received, together with therecommendations for award of the said consultants and such otherinformation as the Association shall reasonably request. TheAssociation shall, if it determines that the intended award wouldbe inconsistent with the Guidelines or this Schedule, promptlyinform the Borrower and state the reasons for such determination.
(c) The terms and conditions of the contract shall not,without the Association's concurrence, materially differ fromthose on which bids were asked or prequalification invited.
(d) Two conformed copies of the contract shall be furnishedto the Association promptly after its execution and prior tothe submission to the Association of the first application forwithdrawal of funds from the Credit Account in respect of suchcontract.
2. With respect to each contract not governed by the precedingparagraph, the Borrower shall furnish to the Association, promptlyafter its execution and prior to the submission to the Associationof the first application for withdrawal of funds from the CreditAccount in respect of such contract, two conformed copies of suchcontract, together with the analysis of the respective bids,recommendations for award and such other information as theAssociation shall reasonably request. The Association shall, if itdetermines that the award of the contract was not consistent withthe Guidelines or this Schedule, promptly inform the Borrower andstate the reasons for such determination.
3. Before agreeing to any material modification or waiver ofthe terms and conditions of a contract, or granting an extensionof the stipulated time for performance of such contract, orissuing any change order under such contract (except in cases ofextreme urgency) which would increase the cost of the contract bymore than 15% of the original price, the Borrower shall informthe Association of the proposed modification, waiver, extension orchange order and the reasons therefor. The Association, if itdetermines that the proposal would be inconsistent with theprovisions of this Agreement, shall promptly inform the Borrowerand 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 day of __ -_ ,
1980-.
FOR SECRETARY
