2018-1538 RESOLUTION NO. 2018-1538
RESOLUTION AUTHORIZING THE ISSUANCE OF $21,905,000
GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2018, OF THE CITY OF
JANESVILLE, WISCONSIN, AND
PROVIDING THE DETAILS THEREOF
Be it resolved by the City Council of the City of Janesville, Wisconsin, as follows:
Section 1. Authority and Purpose. This resolution is adopted pursuant to
Section 67.12(12) of the Wisconsin Statutes to authorize the issuance of notes for the
improvements or purposes described below.
(a) $7,428,000 to construct and improve streets;
(b) $1,345,000 to construct and improve storm sewers;
(c) $2,567,000 to acquire, improve and maintain parks and public grounds;
(d) $2,036,000 to acquire, improve and maintain public buildings and
grounds;
(e) $2,329,000 to acquire capital equipment;
(f) $150,000 to construct and close landfills;
(g) $4,924,000 to extend and improve the waterworks system; and
(h) $1,126,000 to extend and improve the sanitary sewer system;
The foregoing improvements or purposes are each hereby authorized to be made or
undertaken by the City of Janesville, Wisconsin. For the purpose of paying principal of and
interest on the notes, there is hereby levied on all the taxable property in the City a direct,
annual, irreparable tax sufficient for that purpose.
Section 2. Authorization and Terms of Notes. To meet part of the estimated cost of
the improvements or purposes described in Section 1 of this resolution, there is hereby
appropriated the sum of $21,905,000. For the purpose of financing said appropriation, (i) Series
2018 Notes of the City shall be issued and sold in an aggregate principal amount of
$21,905,000 and shall be designated General Obligation Promissory Notes, Series 2018 (the
"Notes"). The Notes shall be designated as described in Section 1 and shall be issuable in the
denominations of $5,000 or any integral multiple thereof. Each series of Notes shall be
numbered consecutively from 1 upwards in order of their issuance and may bear such other
identifying numbers or letters as may be useful to facilitate the registration, transfer and
exchange thereof. Each Note shall be dated as of the interest payment date next preceding the
date of issuance thereof, except that (a) if such date of issuance shall be prior to the first
interest payment date, said Note shall be dated as of the date of its initial delivery, (b) if such
date of issuance shall be an interest payment date, said Note shall be dated as of such interest
payment date, or (c) if interest due on said Note shall not have been paid in full, then,
notwithstanding any of the foregoing provisions, said Note shall be dated as of the date to which
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interest has been paid in full on said Note. The Notes shall mature and bear interest on the
dates and in the amounts established by subsequent action of the City Council.
The principal of and premium, if any, on the Notes shall be payable in lawful money of
the United States of America at the principal corporate trust office of the bank, trust company or
national banking association designated in Section 7 of this resolution, as note registrar, or at
any additional or successor paying agent or fiscal agent designated by the City pursuant to
Section 67.10(2), Wisconsin Statutes. Interest on the Notes shall be payable in lawful money of
the United States of America on each interest payment date to the registered owners of record
thereof appearing on the registration books maintained by the City for such purpose at the
principal office of the note registrar, as of the close of business on the fifteenth day of the
calendar month next preceding the applicable interest payment date. Interest on the Notes shall
be paid by check or draft mailed to such registered owners at their addresses appearing on the
registration books.
The Notes shall be subject to redemption prior to maturity as provided by subsequent
action of the City Council.
In the event of the redemption of less than all of a series of Notes of like maturity, the
aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple
thereof, and the note registrar shall assign each Note of such maturity a distinctive number for
each $5,000 principal amount of such Note and shall select by lot from the numbers so
assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of
such Notes to be redeemed. The Notes to be redeemed shall be the Notes to which were
assigned the numbers so selected, provided that only so much of the principal amount of each
Note shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.
Notice of the redemption of Notes shall be mailed not less than 30 days nor more than
60 days prior to the date fixed for such redemption to the registered owners of Notes to be
redeemed at their last addresses appearing on said registration books. The Notes or portions
thereof specified in said notice shall become due and payable at the applicable redemption
price on the redemption date therein designated, and if, on the redemption date, moneys for
payment of the redemption price of all the Notes or portions thereof to be redeemed, together
with interest to the redemption date, shall be available for such payment on said date, then from
and after the redemption date interest on such Notes or portions thereof shall cease to accrue
and shall become payable. If there shall be drawn for redemption less than all of a Note, the
City shall execute and the note registrar shall authenticate and deliver, upon the surrender of
such Note, without charge to the owner thereof, for the unredeemed balance of the Note so
surrendered, Notes of like maturity and of the denomination of $5,000 or any integral multiple
thereof.
The Notes may be initially issued in temporary form and shall be exchanged for definitive
printed Notes as soon as possible. The temporary Notes shall be executed as provided herein
and shall be in substantially the form set forth in Section 5 hereof.
Section 3. Execution and Authentication of Notes. The Notes shall be executed in
the name of the City by the manual or facsimile signatures of its City Manager and City Clerk,
and the corporate seal of the City, or a facsimile thereof, shall be thereunto affixed, impressed
or otherwise reproduced thereon.
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In case any officer whose signature, or a facsimile of whose signature, shall appear on
any Notes shall cease to hold such office before the issuance of the Notes, such Notes shall
nevertheless be valid and sufficient for all purposes, the same as if the person whose signature,
or a facsimile thereof, appears on such Notes had not ceased to hold such office. Any Note may
be signed, sealed or attested on behalf of the City by any person who, on the date of such act,
shall hold the proper office, notwithstanding that at the date of such Note such person may not
have held such office. No recourse shall be had for the payment of any Notes against any
officer who executes the Notes.
The Notes shall bear thereon a certificate of authentication executed manually by the
note registrar. No Note shall be entitled to any right or benefit under this resolution or shall be
valid or obligatory for any purpose until such certificate of authentication shall have been duly
executed by the note registrar.
Section 4. General Obligations. The full faith and credit of the City are hereby
irrevocably pledged to the punctual payment of the principal of and interest on the Notes. The
Notes shall be direct and general obligations of the City, and the City shall be obligated to levy
ad valorem taxes upon all the taxable property in the City for the payment of the Notes and the
interest thereon, without limitation as to rate or amount.
Section 5. Form of Notes. The Notes shall be issued as fully registered Notes and
shall be substantially in the following form, the blanks to be appropriately completed when the
Notes are printed:
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[FORM OF NOTE]
United States of America
State of Wisconsin
County of Rock
CITY OF JANESVILLE
GENERAL OBLIGATION PROMISSORY NOTE
SERIES 2018
REGISTERED NO. REGISTERED $
Dated Date Interest Rate Maturity Date CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The CITY OF JANESVILLE, a municipal corporation of the State of Wisconsin situate in
the County of Rock, acknowledges itself indebted and for value received hereby promises to
pay to the registered owner identified above, or registered assigns, the principal amount
specified above on the maturity date specified above, unless this note shall be redeemable and
shall have previously been called for redemption and payment of the redemption price made or
provided for, and to pay interest on such principal amount from the dated date hereof at the
interest rate per annum specified above, payable in lawful money of the United States of
America on February 1, 2019, and semiannually thereafter on the first days of August and
February in each year until the principal amount shall have been paid, by check or draft mailed
to the registered owner of record hereof as of the fifteenth day of the calendar month next
preceding such interest payment date, at the address of such owner appearing on the
registration books maintained by the City for such purpose at the principal corporate trust office
of Associated Trust Company, National Association, in the City of Green Bay, Wisconsin, as
fiscal agent pursuant to Section 67.10(2), Wisconsin Statutes, and as note registrar or its
successor (the "Note Registrar"). This note, as to principal and premium, if any, when due, will
be payable in lawful money of the United States of America upon presentation and surrender of
this note at the office of the Note Registrar. The full faith and credit of the City are irrevocably
pledged for the punctual payment of the principal of and interest on this note according to its
terms.
This note is part of a series of notes issued in the aggregate principal amount of
$21,905,000, which are all of like tenor except as to date, maturity, option of redemption and
rate of interest. The notes are being issued for the following purposes: (i) to construct and
improve streets; (ii) to construct and improve storm sewers; (iii) to acquire, improve and
maintain parks and public grounds; (iv) to acquire, improve and maintain public buildings and
grounds; (v) to acquire capital equipment; (vi) to construct and close landfills; (vii) to extend and
improve the waterworks system; and (viii) to extend and improve the sanitary sewer system.
The notes are authorized and issued under and pursuant to Section 67.12(12) of the Wisconsin
Statutes and under and in accordance with resolutions adopted by the City Council of the City
on May 14, 2018 and entitled: "Resolution Authorizing the Issuance of $21,905,000 in
Promissory Notes for Financing Various Public Purposes"; on May 22, 2018 and entitled:
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"Resolution Authorizing the Issuance of $21,905,000 General Obligation Promissory Notes,
Series 2018, of the City of Janesville, Wisconsin, and Providing the Details Thereof'; and on
June 25, 2018, and entitled: "Resolution Awarding $21,905,000 General Obligation Promissory
Notes, Series 2018, of the City of Janesville, Wisconsin, Establishing Interest Rates Thereon
and Levying Taxes Therefor."
The notes maturing on or after February 1, 2027 are subject to redemption prior to
maturity as a whole or in part at the option of the City upon notice as herein provided, in any
order of maturity and by lot within a single maturity, on February 1, 2026, and on any date
thereafter, at a redemption price equal to 100% of the principal amount thereof to be redeemed
plus accrued interest to the redemption date and without premium.
Notice of the redemption of notes shall be mailed not less than 30 days nor more than
60 days prior to the date fixed for such redemption to the registered owners of notes to be
redeemed at their last addresses appearing on such registration books. The notes or portions
thereof specified in said notice shall become due and payable at the applicable redemption
price on the redemption date therein designated, and if, on the redemption date, moneys for
payment of the redemption price of all the notes or portions thereof to be redeemed, together
with interest to the redemption date, shall be available for such payment on said date, then from
and after the redemption date interest on such notes or portions thereof shall cease to accrue
and shall become payable.
This note is transferable only upon such registration books by the registered owner
hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the
office of the Note Registrar together with a written instrument of transfer satisfactory to the Note
Registrar duly executed by the registered owner or by his duly authorized attorney, and
thereupon a new registered note or notes, in the authorized denominations of $5,000 or any
integral multiple thereof and of the same aggregate principal amount, maturity and interest rate
as this note shall be issued to the transferee in exchange therefor. In like manner, this note may
be exchanged for an equal aggregate principal amount of notes of the same maturity and
interest rate and of any of such authorized denominations. The City or the Note Registrar may
make a charge sufficient to reimburse it for any tax, fee or other governmental charge required
to be paid with respect to the transfer or exchange of this note. No other charge shall be made
for the privilege of making such transfer or exchange. The City and the Note Registrar may treat
and consider the person in whose name this note is registered as the absolute owner hereof for
the purpose of receiving payment of, or on account of, the principal, premium, if any, and the
interest due hereon and for all other purposes whatsoever.
This note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been duly executed by the Note Registrar.
It is hereby certified, recited and declared that all acts, conditions and things required to
be done, exist and be performed precedent to and in the issuance of this note in order to make
it a legal, valid and binding obligation of the City have been done, exist and have been
performed in regular and due time, form and manner as required by law, that a direct, annual,
irreparable tax has been levied by the City sufficient to pay the interest when it falls due and
also to pay and discharge the principal at maturity, and that the series of notes of which this
note is one, together with all other indebtedness of the City, is within every debt or other limit
prescribed by law.
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IN WITNESS WHEREOF, the CITY OF JANESVILLE has caused this note to be
executed in its name and on its behalf by the manual or facsimile signatures of its City Manager
and its City Clerk, and its corporate seal, or a facsimile thereof, to be hereunto affixed or
otherwise reproduced hereon.
CITY OF JANESVILLE
By
City Manager
By
City Clerk
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CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This note is one of the General Obligation Promissory Notes, Series 2018, described in
the within mentioned resolutions.
ASSOCIATED TRUST COMPANY,
NATIONAL ASSOCIATION, as Note Registrar
By
Authorized Officer
ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto
the within note and hereby irrevocably constitutes and
appoints attorney to transfer the said note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated
Signature Guaranty:
Section 6. Transfer, Exchange and Registry. The Notes shall be negotiable, subject
to the provisions for registration of transfer contained herein. Each Note shall be transferable
only upon the registration books maintained by the City for that purpose at the office of the note
registrar, by the registered owner thereof in person or by his attorney duly authorized in writing,
upon surrender thereof together with a written instrument of transfer satisfactory to the note
registrar and duly executed by the registered owner or his duly authorized attorney. Upon the
surrender for transfer of any such Note, the City shall execute and the note registrar shall
authenticate and deliver a new Note or Notes registered in the name of the transferee, of the
same aggregate principal amount, maturity and interest rate as the surrendered Note. Notes,
upon surrender thereof at the office of the note registrar, with a written instrument satisfactory to
the note registrar, duly executed by the registered owner or his attorney duly authorized in
writing, may be exchanged for an equal aggregate principal amount of Notes of the same
maturity and interest rate and of the denominations of$5,000 or any integral multiple thereof.
For every such exchange or registration of transfer of Notes, the City or the note
registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental
charge required to be paid with respect to such exchange or transfer, which sum or sums shall
be paid by the person requesting such exchange or transfer as a condition precedent to the
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exercise of the privilege of making such exchange or transfer. No other charge shall be made
for the privilege of making such transfer or exchange.
The note registrar shall not be required to transfer or exchange any Note after notice of
the redemption of all or a portion thereof has been mailed. The note registrar shall not be
required to transfer or exchange any Note during a period of 15 days next preceding the mailing
of a notice of redemption that could designate for redemption all or a portion of such Note.
The City and the note registrar may deem and treat the person in whose name any Note
shall be registered upon the registration books as the absolute owner of such Note, whether
such Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the
principal of, premium, if any, or interest thereon and for all other purposes whatsoever, and all
such payments so made to any such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Note to the extent of the sums or sums
so paid, and neither the City nor the note registrar shall be affected by any notice to the
contrary.
In order to provide for the initial issuance of the Notes in a form that provides for a
system of book-entry only transfers, the ownership of one fully registered Note for each maturity
in the aggregate principal amount of such maturity shall be registered in the name of
Cede & Co., as a nominee of The Depository Trust Company, New York, New York ("DTC"). In
the event that the City determines that the system of book-entry only transfers through DTC (or
a successor securities depository) is not in the best interests of the Beneficial Owners (as
hereinafter defined) of the Notes or is burdensome to the City, the City may notify DTC,
whereupon DTC will notify the DTC Participants (as hereinafter defined) of the availability
through DTC of Note certificates. In such event, the City shall issue and the note registrar shall
authenticate, transfer and exchange note certificates as requested by DTC of like principal
amount, series and maturity, in denominations of $5,000 or any integral multiple thereof to the
identifiable Beneficial Owners, in replacement of such Beneficial Owners' beneficial interests in
the Notes. For the purposes of this paragraph, the term "Beneficial Owners" shall mean
(a) those persons for whom DTC was created to hold their securities ("DTC Participants"), and
(b) the persons for whom the DTC Participants acquire interests in the Notes as nominees.
Section 7. Note Registrar. The City has contracted with and designated Associated
Trust Company, National Association, Green Bay, Wisconsin, to serve as fiscal agent pursuant
to Section 67.10(2), Wisconsin Statutes, and as note registrar. The City covenants that it
maintain at the designated office of such note registrar a place where Notes may be presented
for payment and registration of transfer or exchange and that it shall require that the note
registrar maintain proper registration books and perform the other duties and obligations
imposed upon it by this resolution in a manner consistent with the standards, customs and
practices of the municipal securities business.
The note registrar shall signify its acceptance of the duties and obligations imposed
upon it by this resolution by executing the certificate of authentication on any Note, and by such
execution the note registrar shall be deemed to have certified to the City that it has all requisite
power to accept, and has accepted, such duties and obligations not only with respect to the
Note so authenticated but with respect to all the Notes. The note registrar is the agent of the
City and shall not be liable in connection with the performance of its duties except for its own
negligence or default. The note registrar shall, however, be responsible for any representation in
its certificate of authentication on the Notes.
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The City may remove the note registrar at any time. In case at any time the note
registrar shall resign or shall be removed or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the note registrar,
or of its property, shall be appointed, or if any public officer shall take charge or control of the
note registrar or of its property or affairs, the City covenants and agrees that it will thereupon
appoint a successor note registrar. The City shall mail notice of such appointment made by it to
each registered owner of Notes within 20 days after such appointment. Any successor note
registrar appointed under the provisions of this Section, other than the Finance Director, shall be
a bank, trust company or national banking association maintaining a corporate trust office in the
State of Wisconsin, the City of Chicago, Illinois, or the Borough of Manhattan, City and State of
New York.
Section 8. Sale of Notes. The Notes shall be advertised for sale by the City Clerk in
the manner provided herein, and the City Clerk is authorized to circulate an Official Statement
prepared by Wisconsin Public Finance Professionals, LLC, Brookfield, Wisconsin, and an
Official Notice of Sale.
When the Notes shall have been sold, this Council will adopt the proceedings to award
the Notes, fix the interest rates thereon in accordance with the bid accepted, and levy taxes to
meet principal thereof and interest thereon at maturity as required by law.
Section 9. Application and Investment of Note Proceeds. Following the sale of the
Notes, the City Manager and City Clerk are hereby authorized and directed to execute and
deliver the Notes to the purchasers thereof upon payment therefor; and the principal proceeds
from the sale of the Notes shall be used only for the purposes and in the manner required by
law and by this resolution. The proceeds may be invested in the manner permitted by law,
subject to the restrictions contained in the next succeeding section.
Section 10. Tax Covenants.
(a) The City shall not take, nor omit to take, any action that is lawful and
within its power to take, which action or omission would cause interest on any Note to
become subject to federal income taxes in addition to federal income taxes to which
interest on such Note is subject on the date of issuance thereof.
(b) The City shall not permit any of the proceeds of the Notes, or any facilities
financed with such proceeds, to be used in any manner that would cause any Note to
constitute a "private activity bond" within the meaning of Section 141 of the Internal
Revenue Code of 1986 (the "Code").
(c) The City shall not permit any of the proceeds of the Notes or other
moneys to be invested in any manner that would cause any Note to constitute an
"arbitrage bond" within the meaning of Section 148 of the Code.
(d) The City shall comply with the provisions of Section 148(f) of the Code
relating to the payment of certain investment earnings at periodic intervals to the
United States of America; provided, however, that such payment shall not be required to
the extent the City receives an opinion of nationally recognized bond counsel (which
opinion may be given in reliance upon a ruling or rulings of the Internal Revenue
Service) to the effect that such payment is not necessary to preserve the exemption from
federal income taxes of interest on the Notes.
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(e) The City does not designate the Notes as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the Code.
Section 11. Continuing Disclosure. In connection with the sale of the Notes, the
Finance Director or his designee (an "Authorized Officer") is hereby authorized to execute and
deliver a Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking")
evidencing the City's agreement to comply with the requirements of Section (b)(5) of Rule
15c2-12, adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934. Upon its execution and delivery on behalf of the City as herein provided, the
Continuing Disclosure Undertaking will be binding on the City, and the officers, employees and
agents of the City are hereby authorized to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Continuing
Disclosure Undertaking as executed. Any Authorized Officer is hereby further authorized to
amend the Continuing Disclosure Undertaking in accordance with its respective terms from time
to time following its execution and delivery as said officer shall deem necessary. In addition, an
Authorized Officer is authorized to make or cause to be made all future filings with the Municipal
Securities Rulemaking Board with respect to any debt obligations, all in accordance with the
provisions of Securities and Exchange Commission Rule 15c2-12(b)(5) promulgated under the
Securities Exchange Act of 1934. Notwithstanding any other provision of this Resolution, the
sole remedies for any failure by the City to comply with the Continuing Disclosure Undertaking
shall be the ability of the beneficial owner of any applicable Note to seek mandamus or specific
performance by court order to cause the City to comply with its obligations under the Continuing
Disclosure Undertaking.
Section 12. Defeasance and Payment of Notes.
(a) If the City shall pay or cause to be paid to the registered owners of the
Notes of a series the principal, premium, if any, and interest due or to become due
thereon, at the times and in the manner stipulated therein and in this resolution, then the
pledge of taxes, securities and funds hereby pledged and the covenants, agreements
and other obligations of the City to the registered owners and the beneficial owners of
the Notes shall be discharged and satisfied.
(b) Any Notes, whether at or prior to the maturity or the redemption date of
such Notes, shall be deemed to have been paid within the meaning of this Section if (i)
in case any such Notes are to be redeemed prior to the maturity thereof, there shall have
been taken all action necessary to call such Notes for redemption and notice of such
redemption shall have been duly given or provision shall have been made for the giving
of such notice, and (ii) there shall have been deposited in trust with a bank, trust
company or national banking association acting as fiduciary for such purpose either
(A) moneys in an amount which shall be sufficient, or (B) "Federal Obligations" as
defined in paragraph (c) of this Section, the principal of and the interest on which when
due will provide moneys which, together with any moneys on deposit with such fiduciary
at the same time for such purpose, shall be sufficient to pay when due the principal of,
redemption premium, if any, and interest due and to become due on said Notes on and
prior to the applicable redemption date or maturity date thereof.
(c) As used in this Section, the term "Federal Obligations" means
(i) noncallable, direct obligations of the United States of America, (ii) noncallable and
nonprepayable, direct obligations of any agency of the United States of America, which
are unconditionally guaranteed by the United States of America as to full and timely
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payment of principal and interest, (iii) noncallable, nonprepayable coupons or interest
installments from the securities described in clause (i) or clause (ii) of this paragraph,
which are stripped pursuant to programs of the Department of the Treasury of the
United States of America, or (iv) coupons or interest installments stripped from bonds of
the Resolution Funding Corporation.
Section 13. Resolution To Constitute a Contract. The provisions of this resolution
shall constitute a contract between the City and the owner or owners of the Notes. Any pledge
made in this resolution and the provisions, covenants and agreements herein set forth to be
performed by or on behalf of the City shall be for the equal benefit, protection and security of the
owners of any and all of the Notes. All of the Notes, regardless of the time or times of their
issuance, shall be of equal rank without preference, priority or distinction of any of the Notes
over any other thereof except as expressly provided in or pursuant to this resolution. This
resolution and the resolution awarding the Notes, fixing the interest rates and levying taxes for
the payment thereof shall constitute full authority for the issuance of the Notes and, to the extent
that the provisions of this resolution conflict with the provisions of any other resolution of the
City, the provisions of this resolution, as amended, shall control. If any section, paragraph or
provision of this resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions of this resolution.
Section 14. Notice. The City Clerk is authorized to publish a notice of the issuance of
the Notes as a class 1 notice pursuant to Section 893.77, Wisconsin Statutes.
Section 15. Effective Date. This resolution shall become effective immediately upon its
passage, the public welfare requiring it
ADOPTED: May 29, 2018 Motion by: Gruber
Second by: Wolfe
APPROVED: / Councilmember Aye Nay Pass Absent
/
If`
Conley X
`� Farrell X
Mark A. F -itag, City Manager � Gruber X
Jorgensen X
ATT / Marklein
X
WilliamsWilliaX
‘40,VAC Wolfe X
P. Is . odek, City Cl-rk-Treasurer
APPROVED AS TO FORM:
Wald Klimczyk, City Attorney
Proposed by: City Manager
Prepared by: Kevin Barney, Bond Counsel
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