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HomeMy Public PortalAboutOrd. 16-14No. 16 -14 of f4c iB nrag4 of Tarteret, Councilman Presents the following Ordinance Seconded by Councilman A LOAN ORDINANCE OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, STATE OF NEW JERSEY APPROVING AND AUTHORIZING THE ENTERING INTO, EXECUTION AND DELIVERY OF A LOAN AND SECURITY AGREEMENT WITH THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY FOR THE UNDERTAKING OF VARIOUS 2016 CAPITAL IMPROVEMENTS AND THE ACQUISITION AND INSTALLATION, AS APPLICABLE, OF VARIOUS EQUIPMENT WITH AN ESTIMATED COST OF $150,000, THE COST OF SUCH IMPROVEMENTS AND EQUIPMENT TO BE FINANCED THROUGH THE ISSUANCE OF COUNTY - GUARANTEED CAPITAL EQUIPMENT AND IMPROVEMENT REVENUE BONDS, SERIES 2016 OF THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY WHEREAS, the Middlesex County Improvement Authority (the "Authority ") is authorized to issue its bonds pursuant to the provisions of the County Improvement Authorities Law, chapter 183 of the Laws of New Jersey of 1960, as amended and supplemented (N.J.S.A. 40:37A -44 et seq.) (the "County Improvement Authorities Law and other applicable provisions of law; and WHEREAS, the Authority has determined to issue its revenue bonds for the purpose of financing the various capital improvements to be undertaken by and the acquisition, installation and, as applicable, subsequent leasing of certain capital equipment, including but not limited to police and passenger vehicles, to various governmental entities within the County of Middlesex, State of New Jersey (the 'County'), including the County and the Authority (the "2016 Program "); and WHEREAS, the Borough of Carteret, in the County of Middlesex, State of New Jersey (the "Municipality') has determined to participate in the 2016 Program and to finance various capital improvements and acquire and install certain capital equipment through the Authority; and WHEREAS, there has been prepared and submitted to the Municipality the form of the Loan and Security . Agreement (the "Loan Agreement "), to be entered into by and between the Authority and the Municipality, which Loan Agreement has been approved by the Authority and which is attached hereto as Exhibit A , providing for the financing of various capital improvements and the acquisition and installation of certain capital equipment through the Authority, which improvements and items of equipment are described in Exhibit B attached hereto and incorporated by this reference herein. All terms used herein and not otherwise defined shall have the same meanings ascribed to such terms under the Loan Agreement. NOW THEREFORE, BE IT ORDAINED AND ENACTED BY THE GOVERNING BODY OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, STATE OF NEW JERSEY (not less than two- thirds of all members thereof affirmatively concurring), AS FOLLOWS: Section 1. (a) The various capital improvements and the acquisition and installation, as applicable, of certain items of equipment by the Municipality described in Exhibit B attached to this loan ordinance and by this reference made a part hereof are hereby authorized as general capital improvements or purposes to be undertaken by the Municipality. For financing such improvements, purposes or loan, there is hereby appropriated the not to exceed sum of $185,000. (b) For the financing of the general capital improvements, purposes or loan and to provide monies to fund the not to exceed $185,000 appropriation, a loan from the Authority to the c3632646.1(104675. 111) NO. 16 -14 PAG 2 Municipality is hereby authorized in a not to exceed amount of $185,000 pursuant to the County Improvement Authorities Law and the Local Bond Law, N.J.S.A. 40A:2 -1 at sec., as amended and supplemented (the 'Local Bond LavP). (c) The general capital improvements hereby authorized and the purposes for which the above - described loan is authorized are the various capital improvements to be undertaken and the acquisition and installation, as applicable, of certain items of equipment by the Municipality described in Exhibit B attached hereto. (d) The estimated maximum amount of the loan for the various capital improvements and the acquisition and installation, as applicable, of certain items of equipment by the Municipality described in Exhibit B attached hereto is $185,000. (e) The estimated cost of said general capital improvements or purposes is $150,000, with a not to exceed amount of $185,000, which not to exceed amount includes all costs of issuance and Items of expense listed in and permitted under section 20 of the Local Bond Law. Section 2. Pursuant to the County Improvement Authorities Law and N.J.S.A. 40:23- 1 at sec., the Municipality is hereby authorized and directed to enter into and perform the Loan Agreement, which Loan Agreement provides for various capital improvements to be undertaken and the acquisition and installation, as applicable, of certain items of equipment by the Municipality to be financed with the proceeds of County- Guaranteed Capital Equipment and Improvement Revenue Bonds, Series 2016 (the "Bonds ") to be issued by the Authority under a resolution to be adopted by the Authority entitled, "Resolution of the Middlesex County Improvement Authority Authorizing the Issuance of County- Guaranteed Capital Equipment and Improvement Revenue Bonds" (the "General Bond Resolution "). The Loan Agreement, in the form submitted herewith in Exhibit A (a copy of which is on file in the office of the Clerk of the Municipality), is hereby approved with such changes, amendments or modifications as may be approved by counsel of bond counsel to the Municipality and bond counsel to the Authority and the County. Section 3. The full faith and credit of the Municipality are hereby pledged to the punctual payment of the obligations set forth in the Loan Agreement authorized by this ordinance, including without limitation, (i) all Basic Loan Payments and Loan Payments obligations of the Municipality under the Loan Agreement, including Authority Administrative Expenses and Additional Loan Payments, (ii) all amounts due and owing to the County as a result of payments made by the County on behalf of the Municipality under the Loan Agreement pursuant to the County Guarantee, including County Guarantee Costs, and (iii) all direct and indirect costs of the Authority and the County related to the enforcement of the Loan Agreement and the County Guarantee ((i), (ii) and (iii) collectively, the "Loan Payment Obligation "). The Loan Payment Obligation - under the Loan Agreement shall be a direct, unlimited and general obligation of the Municipality, not subject to annual appropriation by the Municipality pursuant to the County Improvement Authorities Law, and unless paid from other sources, the Municipality shall be obligated to levy ad valorem taxes upon all the taxable property within the Municipality for the payment of the Loan Payment Obligation thereunder without limitation as to rate or amount. An Authorized Municipal Representative (as defined in the Loan Agreement) is hereby authorized and directed to execute the Loan Agreement on behalf of the Municipality in the form as attached hereto in Exhibit A , along with any of the aforesaid necessary changes, and the Clerk of the Municipality is hereby authorized to attest to such signature and affix the seal of the Municipality thereto and the Loan Agreement is authorized to be delivered to the Authority. All representatives, officials and employees of the Municipalityl are hereby authorized and directed to enforce and to implement provisions of the Loan Agreement. Section 4. The following additional matters are hereby determined, declared, recited and stated (a) The maximum Loan Payment Obligation for which the Municipality shall be obligated hereunder, which, inter alia, will be used for the payment of principal of and interest on the Bonds of the Authority, shall not exceed the sum necessary to (a) undertake the various capital improvements and the acquisition and installation, as applicable, of certain items of equipment by the Municipality and described in Exhibit B , (b) pay interest on the Authority's Bonds allocated to the Municipality's various capital improvements and items of equipment, and (c) pay the Municipality's share of the costs of issuance, Authority Administrative Expenses, Additional Loan Payments, County Guarantee Costs and all other amounts required to be paid by the Municipality under the Loan Agreement, as and if applicable. No. 16 -14 PACE (b) The Bonds shall mature no later than 5 years from the date of issue. (c) The Loan Payment Obligation authorized herein shall remain effective until all the Authority's Bonds shall have been paid in full in accordance with their terms and /or when all obligations of the Municipality under the Loan Agreement have been satisfied, notwithstanding the occurrence of any other event. (d) The various capital improvements and items of equipment described in Exhibit 6 attached hereto are hereby approved to be undertaken and financed through the Authority in accordance with the terms of the Loan Agreement, with such changes, amendments or modifications as may be approved by counsel or bond counsel to the Authority. (e) The average period of usefulness of the various capital improvements and items of equipment described in Exhibit B attached hereto within the limitations of the Local Bond Law, according to the reasonable useful IBe thereof computed from the dated date of the loan authorized by this loan ordinance, shall not exceed 5 years. (f) The supplemental debt statement required by the Local Bond Law has been duly made and fled in the Office of the Clerk of the Municipality and a complete executed duplicate thereof has been filed in the Office of the Director of the Division of Local Government Services, New Jersey Department of Community Affairs, and such statement shows that the gross debt of the Municipality as defined in the Local Bond Law is increased by the authorization of the loan provided for in this loan ordinance by $185,000 and the said loan authorized by this loan ordinance will be within all debt limitations prescribed by the Local Bond Law. (g) An aggregate amount not exceeding $30,000 for items of expense listed in and permitted under section 20 of the Local Bond Law is included in the estimated cost indicated herein for the various capital improvements and items of equipment described in Exhibit B attached hereto. Section 5. To the extent the Municipality is an "Obligated Person" (as defined under the Rule (as hereinafter defined)), the Municipality hereby agrees to comply with the requirements of Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended and supplemented, including the secondary market disclosure requirements contained therein, and agrees to covenant to such compliance in the Loan Agreement. The Mayor, Clerk, Chief Financial Officer or any other Authorized Municipal Representative are each hereby authorized and directed to execute and deliver a Continuing Disclosure Agreement, approve and "deem final" the Preliminary and Final Official Statements of the Authority to the extent the information contained therein relates to the Municipality and to execute and deliver all certificates, documents and agreements to the Authority in connection therewith and to file budgetary, financial and operating data of the Municipality on an annual basis and notices of certain enumerated events as required to comply with and in accordance with the provisions of the Rule. Section 6. The Mayor, Clerk, Chief Financial Officer of the Municipality or other Authorized Municipal Representative are each hereby authorized and directed to execute and deliver any and all certificates, documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the execution and delivery of the Loan Agreement, :he undertaking of the various capital improvements and the acquisition and installation, as applicable, of certain items of equipment by the Municipality and all related transactions :ontemplated by this ordinance. Section 7. Upon the payment of all amounts referenced in Section 4(c) herein, the ull faith and credit pledge of the Municipality as to its Loan Payment Obligation authorized herein shall cease to exist. Section 8. The capital budget of the Municipality is hereby amended to conform with the provisions of this ordinance to the extent of any inconsistency herewith. The resolution in the form promulgated by the Local Finance Board showing full detail of the amended capital budget and capital program as approved by the Director of the Division of Local Government Services, New Jersey Department of Community Affairs is on file with the Clerk of the Municipality and is available for public inspection. NO 16 -14 PAGE 4 Section 9. The provisions of this ordinance are severable. To the extent any clause, phrase, sentence, paragraph or provision of this ordinance shall be declared invalid, illegal or unconstitutional, the remaining provisions shall continue to be in full force and effect. Section 10. The Municipality reasonably expects to reimburse any expenditures toward the costs of the various capital improvements and items of equipment described in Exhibit B attached to this loan ordinance and paid prior to the entering into of the loan authorized by this loan ordinance with the proceeds of such loan. This Section 10 is intended to be and'hereby is a declaration of the Municipality's official intent to reimburse any expenditures toward the costs of the various capital improvements and items of equipment described in Exhibit B attached to this loan ordinance to be incurred and paid prior to entering into of the loan authorized herein all in accordance with the Internal Revenue Code of 1986, as amended (the "Code') and any regulations promulgated thereunder. Section 11. The Clerk of the Municipality is hereby authorized and directed to cause the publication of the text of this ordinance in full after introduction and final adoption In accordance with applicable law and to arrange for the public hearing thereon and final adoption thereof. Section 12. This ordinance shall take effect twenty (20) days after final adoption and publication in accordance with applicable law. - ADOPTED Oyy 31RST,READING DATED: JUl / , 2016 KATHLEEN M. BARNEY, Clerk of the Borough of Carteret ADOPTED ON SECOND READING DATED: A.UgllSt 18 ,2016 KATHLEEN M.BARNEY, Clerk of the Borough of Carteret RECORD OF COUNCIL VOTE COUNCILMAN YES NO NV A.B. COUNCILMAN YES NO NV A.B. BELL M X J14AL DIAZ -- X DOMO X X Indicate Vott AS - Absent NV -Not Voting XOR - Indi=,s Vote to Overrule Veto Adapted on first reading of the Council of the Borough of Carteret, N]., on -MLY ] r 2016 Adopted on second reading after hearing on At Ig11C1 - • 18 1 2016 APPROVED BY E: MAYOR ON 911 l- ((, MU MURAL Middlesex County Improvement Authority 2016 Capital Equipment and Improvement Financing Program Project List Carteret Borough Project Quart. Est. Cost Life FIVE YEAR PROJECTS Loan DPW Trucks with Plows 3 $150.000.00 5 Years Subtotal $150,000.00 Lease Police SUVs and Equipment 3 $105.000.00 5 Years Subtotal $105,000.00 Five Year Projects Subtotal: $255,000.00 Loan Total: $150,000.00 Lease Total: $105,000.0 Total Borrowing: $255,000.00 Ad Number: 0001420418 Run Dates: 07/12/16 BOROUGH OF CARTERET ORDINANCE #16 -14 PUBLIC NOTICE NOTICE OF PENDING LOAN ORDINANCE AND SUMMARY The lease ordinance, the summary terms of which are included herein, was introduced and passed upon first reading at a meeting of the body of the Borough of Carteret, in the County governing of Middlesex, State of New Jersey, on July 7, 2016. It will be further considered for final passage, after public hearing thereon, at a meeting of the governing body to be held at Municipal Building, 61Cooke Ave., Carteret in the County of Middlesex, on August 18, 2016 at 6:00 p.m. During the week prior to and up to and in- cluding the date of such meeting copies of the full ordinance will be available at no cost and during regular business hours, at the Clerk's office for the members of the general public who shall re- quest the same. The summary of the terms of such lease ordi- nance follows: Title: A LOAN ORDINANCE OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, STATE OF NEW JERSEY APPROVING AND AUTHORIZING THE ENTERING INTO, EXECUTION AND DELIVERY OF A LOAN AND SECURITY AGREEMENT WITH THE MIDDLESEX COUNTY. IMPROVEMENT AUTHORITY FOR THE UNDERTAKING OF VARIOUS 2016 CAPITAL IMPROVEMENTS AND THE ACQUISITION AND INSTALLATION, AS APPLICABLE, OF VARIOUS EQUIPMENT WITH AN ESTIMATED COST OF $150,000, THE COST OF SUCH IMPROVEMENTS AND EQUIPMENT TO BE FINANCED THROUGH THE ISSUANCE OF COUNTY - GUARANTEED CAPITAL EQUIPMENT AND IMPROVEMENT REVENUE BONDS, SERIES 2016 OF THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY Purpose(s): Various Capital Improvements To Be Undertaken And The Acquisition And Installation, As Applicable, Of Certain Items Of Equipment By The Borough Of Carteret (The "Municipality ") (Described In Exhibit B Below) And Approving The Entering Into Of A Loan and Security Agreement And Other Financing G({ OF Agreements With The Middlesex County Improvement C} Authority In Connection Therewith } Appropriation: Not to Exceed $185,000 Bonds /Notes ,M Authorized: Not to Exceed $185,000 Grants (if any) Appropriated: None Section 20 Costs: $30,000 fj {l - Useful Life: Not to Exceed Five (5) Years KATHLEEN M. BARNEY, Clerk of the Borough of Carteret ATTACH EXHIBIT B HERETO FOR PUBLICATION Middlesex County Improvement Authority 2016 Capital Equipment and Improvement Financing Program Project List Carteret Borough Project Quant. Est. Cost Useful Life FIVE YEAR PROJECTS Loan DPW Trucks with Plows Subtotal $150,000.00 5 Years $150.000.00 Lease Police SUVs and Equipment 3 Subtotal' Five Year Projects Subtotal: $105,000.00 5 Years $105,000.00 $255,000.00 Loan Total: $150,000.00 Lease Total: $105,000.00 Total Borrowing: $255,000.00 ($66.00) 001420418 -0I AFFIDAVIT OF PUBLICATION Personally appeareq _t1 '' r (°0 -' rrs C�F�C'a Of the Home News Tribune, a newspaper printed in Freehold, New Jersey and published in Bast Brunswick, in said County and State, and of general circulation in said county, who being duly sworn, deposeth and saith that the advertisement of which the annexed is a true copy, has been published in the said newspaper 1 times, once in each issue as follows: 07/12/16 A.D 2016 G. r� Ad Number: 0001420418 Sworn and subscribed before me, this 12 day of July, 2016 \ ����lu ulrry� Q� TJl \sslo/ v cPO'd �. DEC. 18 ; = s v 2010 4 m � � o s ' G e � r l l l l l i l t r� AFFIDAVIT OF PUBLICATION The following is a true copy of an Ordinance or Resolution of the Borough of Carteret that has appeared in the Home News Tribune, a newspaper which is printed in Freehold, New Jersey and published in Neptune, in said County and State and of general circulation in said county. One (1) time(s), once in each issue as follows: BOROUGH OF CARTERET ORDINANCE #16-14 PUBLIC NOTICE NOTICE OF PENDING LOAN ORDINANCE AND SUMMARY The lease ordinance, the summary terms of which are Incicheu herein, was introduced and passed upon ibst reading at a meeting L of the governing body of the Borough of Carteret, in the County of July 12 2016 Middlesex, State of y, July ], 2 New Jersey, to hear g will there further Considered fhe or final vrni passage, after b" at lic hearing on, at Building, meeting of t goeng body to be ld Municipa 61COOke Ave,, Carteret In the he w County of Middlesex, on August 18, 2016 at 6:00 p.m. During teek prior to and up to and Stn clpdingthe date of such meeting copies of the full ordinance will ''.tie available al no cost and during regular business hours, at the Clerk's office for the members of the general public who shall re- quest the same. The summary of the terms of such lease ordi- nance follows: Title: A LOAN ORDINANCE OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, STATE OF NEW JERSEY APPROVING AND AUTHORIZING THE - ENTERING INTO, EXECUTION AND DELIVERY OF A ...LOAN AND SECURITY AGREEMENT WITH THE MIDDLESEXCOUNTY . IMPROVEMENT AUTHORITY FOR THE UNDERTAKINGOF VARIOUS 2016 CAPITAL 'IMPROVEMENTS AND THEACQU151TION AND ' INSTALLATION, AS APPLICABLE, OF VARIOUS EQUIPMENT WITH AN ESTIMATED COST OF $150,000, THE COST OF SUCH IMPROVEMENTS AND EQUIPMENT TO BE FINANCED THROUGH THE ISSUANCE OF COUNTY- GUARANTEED CAPITAL EQUIPMENT AND IMPROVEMENT REVENUE BONDS, SERIES 20160E THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY Purpose(s). ' Various Capital Improvements To Be Undertaken And The Acquisition And Installation, As Applicable, Of Certain Items Of Equipment By The Borough Of Carteret (The 'Municipality') (Described In Exhibit B Below) And Approving The Entering Into Of A Loan and Security Agreement And Other financing Agreements With The Middlesex County Improvement Authority In Connection Therewith Appropriation Not to Exceed $185,000 Ron dVNotes Authorized: Not to Exceed $185,000 Grants (if any) Appropriated: None Section 20 Costs: $30,000 Useful Life: Not to Exceed Five (5) Years KATHLEEN M. BARNEY, Clerk of the Borough of Carteret ATTACH EXHIBIT B HERETO FOR PUBLICATION Middlesex County Improvement Authority 2016 Capital Equipment and Improvement Financing Program Project List Carteret Borough Project Quant. Est. Cost Useful Life FIVE YEAR PROJECTS Loan DPW Trucks with Plows 3 5150,000.00 5 Years Subtotal_, $150.000.00 Lease Police SUVs and Equipment 3 $105,000.00 5 Years Subtotal $105,000.00 Five Year Projects Subtotal: $255,000.00 Loan Total: $150,000.00 Lease Total:: $ Total Borrowing: 255,000.00 ($66.00) ' r Notary Public of New JerMA A. RIVERA Kathleen M. Barney, *AC NOTARY PUBLIC Municipal Clerk SI'A'fE OF NEW JERSEY Sworn and subscribedyffMM1 19N C EXPIRES MAY 2 ,2021 me this 1 day of IJCl >ty ♦ I I IF A% I I x�c < Notary Public of New ,joirsOy S38IdX3 NOISSIWW03Kathleen M. Barney, C SIM MN :10 IIVIS anund ANVION Municipal Clerk VIMAN - V VOKI Sworn and subscribed before me thisp L2Zfiay of Ad Number: 0001532192 Run Dates: 08/26/16 BOROUGH OF CARTERET ORDINANCE #16 -14 BOROUGH OF CARTERET PUBLIC NOTICE LOAN ORDINANCE STATEMENT AND SUMMARY The loan ordinance, the summary terms of which are included here- in, has been finally adopted by the governing body of the Borough of Carteret, in the County of Middlesex, State of New Jersey, on August 18 , 2016, and the twenty (20) day period of limitation within which a suit, action or proceeding questioning the validity of such ordinance can be commenced, as provided in the Local Bond Law, has begun to run from the date of the first publication of this Statement. Copies of the full loan ordinance are available at no cost and during regular business hours, at the Clerk's office for' mem- bers of the general public who request the same. The summary of the terms of such loan ordinance follows: Title: A LOAN ORDINANCE OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, STATE OF NEW JERSEY APPROVI NG AND AUTHORIZING THE ENTERING INTO, EXECUTION AND DE- LIVERY OF A LOAN AND SECURITY AGREEMENT WITH THE MIDDLE- SEX COUNTY IMPROVEMENT AUTHORITY FOR THE UNDERTAKING OF VARIOUS 2016 CAPITAL IMPROVEMENTS AND THE ACQUISITION AND INSTALLATION, AS APPLICABLE, OF VARIOUS EQUIPMENT WITH AN ESTIMATED COST OF $150,000, THE COST OF SUCH IM- PROVEMENTS AND EQUIPMENT TO BE FINANCED THROUGH THE IS- SUANCE OF COUNTY - GUARANTEED CAPITAL EQUIPMENT AND IMPROVEMENT REVENUE BONDS, SERIES 2016 OF THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY Purpose(s): Various Capital Improvements To Be Undertaken And The Acquisition And Installation, As Applicable, Of Certain Items Of Equipment By The Borough Of Carteret (The "Municipality ") (De- scribed In Exhibit B Below) And Approving The Entering Into Of A Loan and Security Agreement And Other Financing Agreements With The Middlesex County Improvement Authority In Connection Therewith Appropriation: Not to Exceed $185,000 Bonds /Notes Authorized: Not to Exceed $185,000 Grants (if any) Appropriated: None Section 20 Costs: $30,000 Useful Life: Not to Exceed 5 Years KATHLEEN M. BARNEY, Clerk of the Borough of Carteret ATTACH EXHIBIT B HERETO FOR PUBLICATION Middlesex County Improvement Authority 2016 Capital Equipment and Improvement Financing Program Project List Carteret Borough Useful Project Quant. Est. Cost Life FIVE YEAR PROJECTS Loan DPWTrucks with Plows Subtotal Lease Police SUVs and Equipment Subtotal Five Year Projects Subtotal: $150,000.00 5 years $150,000.00 $105,000.00 5 years $105,000.00 $255,000.00 Loan Total: $150,000.00 Lease Total: $105,000.00 Total Borrowing: $255,000.00 ($70.40) 0 001532192 -01 AFFIDAVIT OF PUBLICATION Publisher's Fee $70.40 Affidavit $35.00 Personally appeared } ?. ti 'C � /, Of the Home News Tribune, a newspaper printed in Freehold, New Jersey and published in East Brunswick, in said County and State, and of general circulation in said county, who being duly sworn, deposeth and saith that the advertisement of which the annexed is a true copy, has been published in the said newspaper 1 times, once in each issue as follows: 08/26/16 A.D 2016 Sworn and subscribed before me, this 26 y of August, 2016 q�� v", Ad Nwnber; 0001532192 0 o F > Nov. ` F `; �i 19 ?% 2019 OF' / / / /1 1111 \ \ \ \ \\