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2020/11/01 Southwest Communities Financing Authority 4th Amendment to Joint powers agreement, animal shelter servicesWHEN DOCUMENT IS FULLY EXECUTED RETURN CLERK'S COpy to Riverside County Clerk of the Board,Stop 1010 Post Office Box 1147,Riverside,Ca 92502-1147 Thank you. FOURTH AMENDED AND RESTATED JOINT POWERS AGREEMENT BETWEEN I THE COUNTY OF RIVERSIDE; THE CITY OF CANYON LAKE;THE CITY OF LAKE ELSINORE; THE CITY OF MURRIETA;THE CITY OF TEMECULA; THE CITY OF WILDOMAR;AND THE CITY OF MENIFEE; FOR THE SOUTHWEST COMMUNITIES FINANCING AUTHORITY (Animal Shelter) This fourth amended and restated Joint Powers Agreement ("Agreement"),is made and entered into this 1st day of November,2020 ("Effective Date")by and between the County of Riverside (hereafter referred to as "COUNTY"),and the City of Canyon Lake ("Canyon Lake"); City of Lake Elsinore ("Lake Elsinore");City of Murrieta ("Murrieta");City of Temecula ("Temecula");and City of Wildomar ("Wildomar");and City of Menifee ("Menifee"),individually as "City"or "Party",and collectively,the "Cities"or "Parties",each body being a body corporate and politic of the State of California,or public entities or political subdivision of the State of California. RECITALS: WHEREAS'i COUNTY;Canyon Lake;Lake Elsinore;Murrieta;Temecula;and Wildomar;have mutual interests in the continued operation of an animal shelter located within the geographic area common to all Parties within the geographic boundaries,attached hereto and incorporated here by this reference as Attachment A,in compliance with State laws and regulations;and WHEREAS,the Board of Directors ("Board")of the Southwest Communities Financing Authority ("SCFA")approved that certain Joint Powers Agreement,dated November 30,2004, between COUNTY,Lake Elsinore,Canyon Lake,Munieta,and Temecula for the purpose of constructing an animal shelter in the southwest portion of the County of Riverside;and WHEREAS,the Board of SCF A approved that certain Second Amended and Restated Joint Powers Agreement,dated January 29,2008,between COUNTY,Lake Elsinore,Canyon Lake,Murrieta,and Temecula; WHEREAS,the Board of SCF A approved that certain Third Amended and Restated Joint Powers Agreement,dated November 2,2010,between COUNTY,Lake Elsinore,Canyon Lake, Page 1 of14 OCT202020~.~ Murrieta,Temecula,and Wildomar,accepting Wildomar as a JPA member;and WHEREAS,,it is the interest and desire of the Parties to amend and restate that certain Third Amended and Restated Joint Powers Agreement to continue SCF A as a Joint Powers Agency,separate and apart from the Parties hereto,as hereinafter described and set forth,which entity shall set about the task of accomplishing the purpose of this Agreement in a manner most capable of promoting the greatest public good and welfare;and WHEREAS,the Parties now desire to accept Menifee as a member of SCFA;and WHEREAS,the Parties hereto are each empowered by law to provide for the animal shelter needs to eligible residents of each City either directly,or by contract or similar arrangement; NOW,THEREFORE,in consideration of the above recitals,of the mutual promises and agreements herein contained and for other valuable consideration,the parties hereto agree as follows: SECTION 1.PURPOSE This Joint Powers Agreement (hereinafter referred to as "Agreement")is made pursuant to the provisions of Article 1,Chapter 5,Division 7 of Title 1 (commencing with Section 6500)of the California Government Code,(hereinafter referred to as the "Act")for the express purpose of constructing and housing animals,also known as operating an animal shelter,to serve residents of the Parties hereof.Additionally,this Agreement shall permit the financing of public capital improvements and those purposes permitted under the Marks-Roos Local Bond Pooling Act of 1985,being Article 4,Chapter 5,Division 7 of Title 1 (commencing with Section 6584)of the California Government Code (the "Bond aw").It is the intent of this Agreement that none of the decisions regarding field service boundaries or levels of service for animal control for each of the Cities shall be affected by the creation of this JP A,or by membership in this JPA. The purpose of this Agreement shall be accomplished and the common powers of the parties hereto exercised in the manner hereinafter set forth. SECTION 2.CREATION OF AUTHORITY Pursuant to fhe Act and the Bond Law,there is hereby created a public entity to be known as the Southwest Communities Financing Authority ("SCFA").SCFA shall be a public entity, separate and apart from the parties hereto,and as provided by law and not otherwise prohibited by this Agreement,shall be empowered to take such actions as may be necessary or desirable to Page 2 of 14 implement and carry put the purpose of this Agreement. SECTION 3.TERM This Agreement shall become.as of the Effective Date (defined above)and shall continue in full force and effect until terminated as provided in Section 4 below. SECTION 4.TERMINATION AND AMENDMENTS a.The Parties hereto may amend this Agreement by mutual written consent. b.The Parties hereto rnay terminate their participation in the Joint Powers Authority and this Agreement as provided herein. c.If SCF A has incurred no obligations,each Party may terminate this Agreement by giving not less than sixty (60)days written notice thereof to the all other parties. d.If SCF A has acquited any indebtedness,fiscal obligation,and/or any property,each Party hereto may terminate this Agreement by giving twelve (12)months written notice thereof to all other Parties subject to the provisions of Sections 4(e)and 4(f)herein. e.This Agreement cannot be terminated until all forms of indebtedness,and/or fiscal obligation incurred by SCFA have been paid,or adequate provision for such payment shall have been made. f.In the event the Agreement is terminated,any property acquired by SCF A from the Effective Date of this Agreement,including but not limited to money,shall be divided and distributed between the Parties in proportion to the contributions made,including contributions made as provided in Section 10 below,unless otherwise required by law. SECTION 5.POWERS AND DUTIES OF SCF A SCF A shall pave the powers common to the Parties to this Agreement to: Page 3 of14 Exercise those powers enumerated in the Act and Bond Law as the same as now exists or as may hereinafter be amended; Do all acts necessary or convenient to the exercise of the foregoing and to accomplish the purposes of this Agreement,including but not necessarily limited to the following: to make and execute all contracts,agreements,and documents including,without limitation,agreements with any of the Parties to this Agreement,other local governments,agencies or departments,the State of California,the United States of America,or agencies thereof,or any entity,person or corporation of any kind or nature whatever; to employ agents,servants and employees; to acquire,hold and dispose of property,both real and personal; to acquire,construct,maintain,manage,operate and lease buildings,works and improvements; to accept gifts; to sue and be sued in its own name; to apply for and receive any available federal,State and/or local grants; to employ legal counsel; to employ consultants; to adopt a budget; to incur debts,liabilities and obligations; to establish a treasury for the deposit and disbursement of funds and monies,according to the policies and procedures set forth in this Agreement; to invest any money held in the treasury that is not required for immediate necessities of SCF A,as SCFA determines is advisable,in the same manner and upon the same conditions as local agencies pursu4illt to Section 52601 of the California Government Code;and to issue bonds and other evidences of indebtedness for the construction of an animal shelter, and the consent of the Governing Board of each member to participation in this Joint Powers Authority shall be deemed consent for the issuance of bonds by SCF A,as required under California Government Code Sections 6500 et seq.and the Bond Law. The listing ofthe above acts is not intended to indicate any priority of one act over another. Nor is such listing i~tended to be inclusive,and other acts may be done in the accomplishment of the purposes of this Agreement as are authorized.One or several acts may take place concurrently or in sequence. Page 4 of14 SECllION 6.CREATION OF THE BOARD OF DIRECTORS a.Governance of SCF A by the Board of Directors.In order to effectuate the purposes of this Agreement as set forth herein,SCF A shall be governed by a Board of Directors (hereinafter called the "Board"),and all of the powers of SCF A shall be exercised by the Board b.Membership.The Board shall be composed of the following members from the Parties: One (1)memper of the Board of Supervisors of Riverside County; One (1)member of the City Council of the City of Canyon Lake; One (1)memper of the City Council of the City of Lake Elsinore; One (1)member of the City Council of the City of Murrieta; One (1)member of the City Council of the City of Temecula; One (1)member of the City Council of the City of Wildomar; One (I)member of the City Council of the City of Menifee. c.Designation of Members.Members shall serve on the Board during the term for which they are I a member of the Bdard of Supervisors,or a member of the City Council from which they are appointed.A member's position on the Board shall automatically terminate if the term of the elected public office of such member is terminated. d.Reimbursement.The Board may provide for reimbursement of reasonable expenses incurred in connection with a member's service on the Board. e.Quorum and Transaction of Business.Four (4)members of the Board shall constitute a quorum. A vote offour (4)of the members present shall be required to take action,except for adjournment of a meeting which shall require only a majority of those present.No proxy or absentee voting Page 5 of 14 shall be permitted. f.Meetings.The Board shall establish the time and place for its regular and special meetings.The I dates,hour and location of regular meetings shall be fixed by formal action of the Board.The Board shall hold at least one (1)regular meeting every calendar year.Special meetings and adjourned meetings may be held as required or permitted by applicable law. g.Ralph M.Brown Act.All meetings of the Board,including,without limitation,regular,special and adjourned meetings,shall be called,noticed,held and conducted in accordance with the provisions of the Ralph M.Brown Act (commencing with Section 54950 of the California Government Code). h.Rules.The Board may adopt,from time to time,such rules and regulations for the conduct of its meetings and activities as it may deem necessary.In the absence of specific rules for SCFA meetings,the rules of the Board of Supervisors shall be applicable for the conduct of meetings of SCFA. SECTION 7.FISCAL OBLIGATIONS OF THE PARTIES It is the intent of the Parties as members of SCF A that the following fiscal obligations shall be agreed upon for an Parties to this Agreement: a.Debt repayment of any bonds issued by SCF A shall be paid by each Party based on the percentage of animals housed at the facility,on an annual basis. b.Administration costs of the SCFA shall be borne equally between each Party and may include, but not be limited to,stipends,legal fees,audit,costs,administrative fee,mileage reimbursement. c.Operation of animal shelter shall be paid by each Party based on the percentage of animals housed at the facility,on an annual basis. d.Determination of the percentages for sub-sections (a)and (c)shall be made on an annual basis in January based on the usage information received for the preceding calendar year.The percentages shall be designated for calculation starting July I st of that same calendar year.No Party shall divert any animals within its custody,care or control,including those held on behalf of Page 6 of 14 a Party under contracted services with an animal control or humane society provider,that are located within the SCFA's geographic boundaries (as reflected in attached Attachment A)from being housed at SCFIA's animal shelter facility contemplated under this Agreement unless said facility lacks the capacity to accept the animal(s)in question or where the SCFA has granted express written consent for the animal(s)in question to be diverted to another animal shelter facility. e.Annexations of any area by any Party shall result in that Party assuming fiscal responsibility for the area annexed.The additional annexation shall result in are-calculation of percentages of (a) and (c). f.Incorporation of apy geographic area served by SCFA,and in the event of the new city not joining as a member in SCF A,COUNTY shall reserve the ability to contract directly with the new city for animal services, g.Any Party withdrawing from SCF A agrees to payment of the current percentage of the following: After the issuance of bonds,the Party agrees to payment of the party's current percentage of the amount of the outstanding bonds. Any unpaid portion of the administrative costs of SCF A,calculated up to the effective date of termination of participation in SCFA of the Party. Any unpaid portion of the operation costs of the animal shelter,calculated up to the effective date of termination of participation in SCFA of the Party. SECTION 8.OFFICERS AND EMPLOYEES Chairperson and Vice Chairperson.The Board may select a chairperson and a vice chairperson from among its members at its first meeting,and annually thereafter.The term of the Chairperson and Vice Chairperson,when selected in this manner,shall be for two (2)years. In the event that the Chairperson or Vice Chairperson so elected resigned from such office or ceases to be a member of the Board,the resulting vacancy shall be filled at the next regular meeting of the Board.In the absence or inability of the Chairperson to act,the Vice Chairperson shall act as Chairperson.The Chairperson,or in the Chairperson's absence,the Vice Chairperson, Page 7 of14 shall preside at and conduct all meetings of the Board. Treasurer.The Treasurer of the County of Riverside shall be and shall act as the Treasurer of SCF A.The Treasurer shall have the custody of SCF A's money and disburse SCF A funds pursuant to the accounting procedures of the County of Riverside.The Treasurer shall assume the duties described in Section 6505.5 of the California Government Code,namely:receive and receipt for all money of SCF A (with the exception of any bond proceeds which shall be deposited with the Trustee bank)and place it in the Treasury of the Treasurer to the credit of SCF A;be responsible upon an official bond as prescribed by the Board for the safekeeping and disbursement of all Agency money so held;pay,when due,out of money of SCF A so held,all sums payable,only upon warrants of the officer performing the functions of the Controller who has been designated by SCF A or the Board;verify and report in writing in conjunction with the annual audit of SCF A and to the Parties to this Agreement the amount of money held for SCF A,the amount of receipts since the last report,and the amount paid out since the last report;and perform such other duties as are set forth in this Agreement or specified by the Board. Any and all funds of the SCF A shall not be commingled with any other funds held by the Treasurer. Controller.The Auditor/Controller of the County of Riverside shall be the Controller of SCF A. The Controller shall draw warrants to pay demands against SCF A when such demands have been approved by the Board or by any other person authorized to so approve such by this Agreement or by resolution of the Board.The Controller shall perform such duties as are set forth in this Agreement and such other duties as are specified by the Board. There shall be strict accountability of all funds and reporting of all receipts and disbursements.The Controller shall establish and maintain such procedures,funds and accounts as may be required by sound accounting practices.The books and records of SCF A in the hands of the Controller shall be open to inspection at all reasonable times by representatives of the parties to this Agreement. Program Administrator.The Executive Officer for the County of Riverside,or designee,shall be the Program Administrator for SCF A.The Program Administrator,or designee,shall direct the day-to-day operation of SCF A.The Program Administrator shall serve subject to the Board's policies,rules,regulations and instructions,and shall have the powers described in this Agreement and those delegated and assigned by the Board,including,without limitation: to appoint,remove and transfer employees of SCF A,including management level officers, subject to the conditions of employment of these individuals as employees of SCF A,except for Page 8 of 14 the Treasurer,Controller and Attorney of SCF A and such others as the Board may designate; to enforce all orders,rules and regulations adopted by the Board relating to the regulation, operation,or control of funds,facilities,properties and apparatus of SCF A; to authorize expenditures whenever the Board shall have approved and authorized any work,improvement or task and shall have budgeted or appropriated the necessary money therefore;and to have custody of and accountability for all property ofSCFA except money.The Program Administrator,with the approval of the Board,shall contract with an independent certified public accountant or firm or certified public accountants to make an annual audit of the accounts and records of SCF A,and a complete written report of such audit shall be filed as public records annually,within six (6)months of the end of the fiscal year under examination,with each of the Parties to this Agreement.Such annual audit and written report shall comply with the requirements of Section 6505 of the California Government Code.The cost of the annual audit,including contracts with,or employment of such independent certified public accountants in making an audit pursuant to this Agreement shall be a charge against funds of SCF A available for such purpose. The Board,by unanimous vote,may replace the annual audit with a special audit covering a two- year period. Assistant Program Administrator.The Board may appoint an Assistant Program Administrator, who shall be a person employed by any member agency of SCF A other than the County of Riverside,who is assigned to such duties for SCF A.The Assistant Program Administrator shall, with the consent of the Program Administrator,assist the Program Administrator in carrying out the direction of the day-to-day operation of SCFA.The Assistant Program Administrator shall serve subject to the Board's policies,rules,regulations and instructions,and shall have the powers described in this Agreement pertaining to the position of Program Administrator and those delegated and assigned by the Board. Consultants.Subject to the availability of funds,the Board may employ such consultants,advisors and independent contractors as are deemed necessary and desirable in implementing and carrying out the purposes of this Agreement. Attorney for SCFA.The offices of the Riverside County Counsel,or counsel as retained directly by SCF A shall be the attorneys for SCF A.The Board may employ by contract or otherwise, specialty counsel. Page 90f14 SECTION 9.EXECUTIVE MANAGEMENT COMMITTEE There shall be an Executive Management Committee established consisting of the County Executive Officer,or designee of COUNTY,and City Managers,or designees of CANYON LAKE,LAKE ELSDfORE,MURRIETA,TEMECULA,WILDOMAR,MENIFEE,and any other member city who may join SCF A.The Executive Management Committee shall meet as necessary to review the operations and business of SCFA. SECTION 10.REIMBURSEMENT Officers and employees of the Parties (excepting members of the Board)designated in this Agreement to provide services for SCFA shall be reimbursed by SCF A for their actual costs of providing such services.In addition,additional services provided by officers and employees of the parties pursuant to contracts with SCF A shall be reimbursed as provided by the contracts.All reimbursements by ~CF A shall be made after receiving an itemized billing for services rendered. SECTION 11.FISCAL YEAR The fiscal year of SCF A shall be the period commencing July 1 of each year and ending on and including the following June 30. SECTION 12.CONTRIBUTIONS BY THE PARTIES The Parties to this Agreement may provide contributions in the form of public funds and/or in- kind services,equipment,furnishings,office space and other kinds of property which may be reasonably necessary for SCF A to accomplish the purposes of this Agreement. SECTION 13.EMPLOYEES OF SCF A Riverside County Employees.There shall be no individuals directly employed by SCF A. "Employees"for the purposes of indemnification and defense provisions herein shall mean all persons employed by Riverside County,or any Party,and assigned to duties for SCFA. Indemnification and Defense of Employees.With respect to any civil claim or action against any Page 10 of 14 Director,Officer,Employee,Board Member,Committee Member,or a person who formerly occupied such position,for an injury arising out of an act or omission occurring within the scope of such person's duties,SCF A shall indemnify,hold harmless and defend such person to the full extent permitted or required under applicable sections of the California Government Code. Nothing herein shall be construed to require SCFA to indemnify and hold harmless any Director,Officer,Employee,Board Member,Committee Member,or a person who formerly occupied such position,if SCF A has elected to conduct the defense of such person(s)pursuant to an agreement reserving SCF A's rights not to pay a judgment,compromise or settlement until it is established that the injury arose out of an act or omission occurring within the scope of his or her duties with SCF A. Nothing herein shall be construed to require the SCFA indemnify,or to provide a defense for any Director,Officer,Employee,Board Member,Committee Member,or a person who formerly occupied such position where the individual has acted in an illegal,willful or intentionally negligent manner giving rise to the claim,or litigation. The following definitions shall apply to SCF A: "Directors"shall include the following:Members of the Governing Board of Directors of SCF A,Program Administrator,and the Assistant Program Administrator. "Officers"shall include all individuals who are defined in "Directors"herein,the Treasurer, Controller,and Attorney(s)for SCFA as defined herein. "Employees"shall mean all persons employed by Riverside County,or any other member agency,and assigned to duties for SCF A. "Committee [Members"shall mean all persons appointed by the Governing Board to any advisory committee or committees of SCF A,all persons appointed by the Program Administrator to any advisory committee or committees of SCF A. SECTION 14.LIABILITIES SCF A shall account separately for all funds collected or disbursed for each Party to this Agreement.It is the intent of the Parties,to the extent permitted by law,that the liabilities of each Party for the animal shelter services provided to that Party's members shall not become a liability of any other Party to this Agreement. The debts,liabilities and obligations of SCF A shall be the debts,liabilities and obligations of SCF A alone,and not of the Parties to this Agreement. SCF A shall indemnify,defend and hold harmless each Party to this Agreement from and Page 11 of 14 against any and all liabilities,debts,claims,demands or costs (including but not limited to attorney's fees)arising,or alleged to arise as a result of SCF A's operation or failure to operate. SECTION 15.NOTICES Notices required or permitted hereunder shall be sufficiently given if made in writing and delivered either personally or upon deposit into the U.S.Mail,first class,postage prepaid to: RIVERSIDE COUNTY Executive Office County Administrative Center,4080 Lemon Street,4th Floor Riverside,CA 92501 Attn:Deputy County Executive Officer -Finance CITY OF C~NYON LAKE 31516 Railroad Canyon Road,Canyon Lake,CA 92587 Attn:City Manager CITY OF LAKE ELSINORE 130 South Main Street,Lake Elsinore,CA 92530 I Attn:City Manager CITY OF MURRIETA 24601 Jefferson Avenue,Murrieta,CA 92562 Attn:City Manager CITY OF TEMECULA 43200 Business Park Drive,P.O.Box.9033 Temecula,CA 92589 Attn:City Manager CITY OF WILDOMAR 23873 Clinton Keith Road,Suite 201 Wildomar,GA 92595 Attn:City Manager Page 12 of14 CITY OF MENIFEE 29844 Haun Road Menifee,CA 92586 Attn:City Manager SECnON 16.OTHER AGREEMENTS NOT PROHIBITED Other agreements by and between the Parties to this Agreement or any other entity are neither prohibited nor modified in any manner by execution of this Agreement. SECTION 17.SEVERABILITY If any section,clause or phrase of this Agreement or the application thereof to any Party or any other person or circumstance is for any reason held to be invalid by a court of competent jurisdiction,it shall be deemed severable and the remainder of this Agreement or the application of such provision to the other Party or other persons or circumstances shall not be affected thereby. SECTION 18.NONASSIGNABILITY The rights,titles and interests of any Party to this Agreement shall not be assignable or transferable without the written consent of the Board of Supervisors for Riverside County and the City Councils of any of the other Parties to this Agreement. SECTION 19.MISCELLANEOUS Section Headings.The section headings herein are for convenience of the Parties only,and shall not be deemed to govern,limit,modify or in any manner affect the scope,meaning or intent of the provisions or language of this Agreement. Laws of California.This Agreement is made in the State of California,under the Constitution and laws of such State,and shall be construed and enforced in accordance with the laws of the State of California. Page 13 of14 Construction of Language.It is the intention of the Parties hereto that if any provision of this Agreement is capable of two constructions,one of which would render the provision void and the other of which would render the provision valid,then the provision shall have the meaning which renders it valid. Cooperation.The Parties to this Agreement recognize the necessity and hereby agree to cooperate with each other in carrying out the purposes of this Agreement including cooperation in manners relating to the public,accounting,litigation,public relations and the like. Successors.This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. Publication Rights.Each Party to this Agreement shall have the right to duplicate,at its own expense,any and all documents and reports created or acquired,in the joint exercise of powers hereunder by the Board or by any other Party hereto pursuant to this Agreement. Government Code Section 6509 Designation.The laws of the State of California applicable to the COUNTY,as a general law county,shall govern the SCFA in the manner of exercising its powers, subject,however,to such restrictions as are applicable to said county in the manner of exercising such powers,as req~ired by California Government Code Section 6509. [Signature to Follow] Page 14 of 14 IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed and attested to by their proper officers thereunto duly authorized as of the date first above written. COUNTY OF RIVERSIDE a political subdivisidn of the State of California By:Y.A._){;;. V.Manuel Perez,Chai~' Board of Supervisors ATTEST: Kecia R.Harper .-; Clerk of the Board , -, APPROVED AS ro FORM: Gregory P.Priamos County Counsel By.~Amrit:iOIl Deputy County Counsel S1 DocuSign Envelope ID: E5F67884-33D3-4A6D-B8AC-CC8698EB80AB S5 CITY OF MURRIETA By:______________________________ Date:_______________________ Gene Wunderlich, Mayor ATTEST: By:______________________________ Date:_______________________ Stephanie D. Smith, City Clerk Approved as to form: By:______________________________ Leslie E. Devaney, City Attorney DocuSign Envelope ID: E288CAC9-6468-41D4-B02A-3A54F35D2587 October 27, 2020 October 27, 2020 S6 CITY OF WILDOMAR By:______________________________ Date:_______________________ Mayor, City Council ATTEST: By:______________________________ Date:_______________________ Deputy [Seal] Approved as to form: City Attorney By:______________________________ DocuSign Envelope ID: 858E4DA3-0F21-4975-9C53-47B3BD659626 10/21/2020 Acting City Clerk 10/16/2020 DocuSign Envelope ID: BECC49E8-E58C-46DF-9ADA-5255CFC9A626 10/28/2020 10/28/2020 ATTACHMENT A MAP OF SCFA SERVICE AREA (BEHIND THIS PAGE) L~keview -Mountains ,".\ .--........._.. I ,~ Gavi!an -~=PtaTeau Soboba Reservatior -Hemet East Hemet Valle Vista Doub1.e"'"-,,-'--,BuHe~. _~__-.Egan-,_,_ Winchester Santa -r- Rosa Hills l ;' .., dendee Va /I~'y Wildomar Sage ~\ ., t ::: I~nteI,--__,---- I -c:: I iI ,, \t ~t Onofre e~Qyon.s:~~,-I "~_...----,_. ,:1•.