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HomeMy WebLinkAboutContract 45738 CITY SECRETAW CONTRACT AGREEMENT BETWEEN THE CITY OF FORT WORTH AND NORTH TA NT INFRASTRUCTURE, LLC THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas ("City"), acting by and through Charles W. Daniels, its duly authorized Assistant City Manager, and North Tarrant Infrastructure, LLC, a Limited Liability Company ("Company"), acting by and through Alvaro Gomez-Muro, its duly authorized representative. RECITALS WHEREAS, Company is requesting the City to assist with traffic control during the five year reconstruction of I-35 in the downtown area between I-30 and I-35W/I-820 interchange to NW Highway 287, (the "Project"); WHEREAS, City will allow off-duty police officers to use City owned marked police vehicles while off-duty for purposes of providing traffic control for this Project; WHEREAS, Company will reimburse City for a portion of the cost of using such vehicles; and WHEREAS, City has found that a public purpose exists to allow the use of marked police vehicles for the purpose of providing traffic control services for this Project. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Services. City covenants and agrees to authorize the use of marked police vehicles by off-duty police officers to perform traffic control services for the Project. City will allow the marked police vehicles to be used seven days a week in twelve hour shifts and primarily at night from the hours of 8 p.m. to 5 a.m. with the exception of Friday and Saturday. The hours for Friday and Saturday will be from 8 p.m. to 10 a.m. Actual days and hours will be based on Company's traffic control plan. The use of marked police vehicles by Company shall not interfere with City's ability to provide law enforcement coverage throughout the City. 2. Term. a. The Term of this Agreement shall be effective upon the last date executed and end June 25, 2015 ("Initial Term"). b. In addition to the Initial Term, there shall be four options to renew this Agreement for terms of one year each, unless earlier terminated as provided herein, each a "Renewal Term." Renewal shall occur automatically unless City or Company provides the other party with 30 days Agreement between CFW and North Tarrant Infrastructure,LLC , �t ( � G�,� For use of police vehicles to provide traffic control services for the I-35 C recu(i 'opy Reconstruction Project y�� ut ✓ " RECEIVED JUL 0 8 written notice of its intent not to renew. The Initial Term plus any and all Renewal Terms are collectively herein referred to as the -rerrn." 3. Fee. Conipany agrees to pay City $5.00 per hour., per vehicle for use of City's marked police vehicles. The Company is only responsible for paying for services actually received. City does not guarantee a certain amount of services through this Agreenient, payment by Company to City shall be made within thirty (30) days of receipt of invoice or summary of hours from the City, and shall be based upon the number of hours and marked police vehicles used during the month. No payment shall be due until completion by City of all documentation necessary for the Comparly to process payments. The invoice and documentation shall be submitted to Company no later than the 15"' day following the end of the month. 4. Termination. Either party may terminate this Agreernent at any time and for any reason by providing the other party with thirty (30) days written notice of termination. In the event this Agreement is terminated prior to expiration of the Terni, Company shall only pay the City for services actually rendered as of the eflective date of termination. 5. Independent-Contractor. Company and City shall operate hereunder as independent ............ contractors as to the other party and not as an officer, agent, servant, or employee of either party. Officers working off-duty for ComImny during the duration of the Agreement shall be considered independent contractors of Company and not employees of City. Company shall be responsible for the acts and omissions of its officers, agents, servants, and employees when acting within the course and scope of their age ncy/eni p]oyrnent and as required by law. The doctrine of respondeat superior shall not apply as between the City and Company, its officers, agents, servants, employees, subcontractors, or off-duty officers, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Company. It is expressly understood and agreed that no officer, agent, ernployee, subcontractor, or off-duty officer of Company is in the paid service of City while peribrming traffic control services under this Agreement. 6. Indernnificartion. COMPANYSIIALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGEANDIOR PERSONAL INJURY, INCLUDING DEATH, TO NY AND ALL PERSONS, OF ANY KIND OR CIIARACTER, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES RHENACTING WITHIN THE COURSEAND S"COPE"OF THEIRAGENCYEMPLOIMENT AND AS REQUIRED BY LA W. COMPANY HAS AGREED WITH ITS SUBCONTRACTORS AND INDEPENDENT CONTRACTORS THA T EA CH RESPECTIVE SUBCONTRA CTOR OR INDEPENDENT CONTRACTOR WHO PERFORMS SERVICES UNDER THIS AGREEMENT WILL BE LIABLE AN RESPONSIBLE FOR ANY DAMAGES AND OR LOSS CAUSED BYITS ORNACHONS. IN THE EVENT OFSUCH LOSS OR DAMAGE, COMPANY AGREES TO PRO VIDE CITY WITH A COPY OF S UCII AGREEMENT WITH THE RESPECTIVE SUBCONTRACTOR OR INDL,PL,NDI,,NT(.'ON'TRACTOR. AgreetneM between CFW and Nora h"Warrant infrasiructure,LLC Page 2 of 9 For use of police vehicfes to provide traffic control services for the 1-35 Execution Copy Reconstruction ProJect ,O ,O COMPANY A GRETS DEFEND, INDEMNIFY,AND HOLD THE CITY, ITS OFFICERS, A GENTS, SERVANTS!, AND EMPLOYEES"HARMLL'sS A GAINSTANY AND ALL CLAIMS", LAWSUTTS, ACTIONS, REASONABLE COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY(INCLUDING DEATH) THAT AY RELATE TO, ARISE 0 UT OF, OR BE OCCASIONED B Y (I) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (H) ANY NEGLIGENT ACTOR OMISSION OR INI EN7 IONA L 411SCONDUCTOFC041PANY ITS OF1110ERS, AGENTS, ASSOCIATES, EMPLOYEES, INDEPENDENT CONTRACTORS (EXCEPT OFF-DUTY POLICE OFFICERS), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE, OF THIS AGREEMENT NOTHING HEREIN SHALL OBLIGATE THE COMPANY TO INDEMNIFY THE CITY FOR THE NEGLIGENT ACTS OR OMISSIONS OF THE CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPIOYEFS AND INDEPENDENT CONTRACTORS, NOR SHALL IT BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. FURTHERMORE, NOTHING .HEREIN SHALL OBLIGATE THE COMPANY TO DEFEND AND/OR INDEMNIFY NY OFF-DUTY POLICE OFFICER. 7. Insurance. I.Jnless waived by the City, during the term of this Agreement, Company shall .....Insurance;.— procure and maintain at all times, in full force and effixt, a policy or policies of insurance that provide the specific coverage set forth in this Section 7 as well as any and all other public risks related to Company's pertbrmance of its obligations under this Agreement. Company shall specifically obtain the following types of insurance at the 1`611mving limits: • Commercial General Liability (CGL) $1,000,000 each occurrence $2,000,000 aggregate limit Coverage shall include but not be limited to the fallowing: premises,/operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs aff6rded to the CITY. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullffy premises/operations, products/completed operations, contractual, personal injury, or adver-tising injury,, which are nornWly contained with the policy, unless the CITY approves such exclusions in writing. • Workers' Compensation Statutory limits l7triployer's liability $100,000 each acCident/occurrence $100,000 Disease ® each.ernployee $500,000 Disease - policy limit Agreemeo between CFW and North Tarmnt Infrastructure,LAC' Page 3 of 9 For use of police vehicles to provide traffic conWrol serOces for the 1.35 Fxecution Copy Reconstruction Pmject Workers' Conipensation and 11'niployers' Liability coverage with limits consistent with statutory benefits outlined in the'Texas Workers' Compensation Act(.Art. 8308 - 1.01 et seq. Tex. Rev. Civ. Stat.), and minimum policy limits for Fmployers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. • Automobile Liability -'The City hereby agrees to waive any requirement for Automobile L,iability coverage under this Agreement. Company shall promptly provide the City with certificates of insurance that verify Company's compliance with the insurance reqUirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate C'oni.pany's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Company shall comply which such requests or revisions as a condition precedent to the effectiveness of this Agreement. 8, A Ligament. Company shall not assign or subcontract all or any part of its right-Is, A� privileges or duties under this Agreement, and any attempted assignment or subcontract of same shall be void and constitute a breach of this Agreenfent. 90 C_qrnp Jance with Law. Compiny, its officers, agents, employees, independent cotitractors, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Company any such violation on the part of Company or any of its officers, agents, employees or subcontractors, then Company shall immediately desist from and correct such violation. 100 Non.-Discrimination. Company, in the execution, perf6rmance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Company perinit its officers, agents, employees, independent contractors, or subcontractors to engage in such discrim. ination. 11. Fiscal Fundin In the event no funds or insuf cient funds are appropriated by the City in any fiscal period for any services to be provided hereunder, City will notify Company of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 12. Entirg,A,regLient. This written instrument constitutes the entire agreement by the parties hereto concerning the work. and services to be perf'on-ned hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 13. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, perforn,iance, �Jrttempled perf6iinaticc of this Agreement, venue for said action shall lie in'Tarrant County, 'texas. ,fat mement between CF W and North Tarrant InfiaAructure,LLC Page 4 of 9 For use of pofice vehMes to provide traffic contM serviccs for the 1-35 1:!':xeckjtion copy Reconstmction Project 14. Notices. Notices to be provided hereunder shall .Notices.. be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: 1. CITY.Assistant City Manager for the Police I)epartment City Manager's Office City of Fort Worth 1000'Ibrockmorton Street Fort Worth, TX 76102 Copies To Contract Administrator Fort Worth Police Department 350 W. Belknap Fort Worth, TX 76102 Police Legal Advisor Law Department 1000'Throckmorton Street Fort Worth, TX 76102 2. COMPANY: North Tarrant Infrastructure, LLC 9303 New Trails Drive, Suite 200, The Woodlands, TX 77381 Copy TO: Nathan Graham, Legal Counsel North'Farrant, Int-rastructure, LLC 4282 North Freeway Fort Worth, Texas 761.37 15. Non-Waiver. The failure of City or Company to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent Of Citry'S or Company's right to assert or rely upon any such to or right on any future occasion. 16. Disclosure of Conflicts. (-"onlpany hereby warrants to the City that Company has made full disclosure in wrifitig of any existing or potential conflicts of interest related to (...ompany's services and proposed services with respect to the Project. In the event that any conflicts of interest arise after this Agreement becomes effective, Company hereby agrees immediately to make full disclosure to the City in writing, 17. S e )a V� If any provision of this Agreement is held to be invalid, illegal or . �-Vemwft- unenfo:rrccable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Agreement between CFW and North'Farrant Infiastructme,I.,LC Page 5 of 9 For use of police vehicles to provide tiuffic control serviecs for the l--35 Execution Copy Reconstniction Project 18. Force M " If either Party is unable, either in whole or part, to fulfill its obligations Force under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the tJnited States or of any state; declaration of a state of disaster or of emergency by the tederal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the [Jnited States Department of Homeland Security; any arrests and restraints; Civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so a1fected by such Force Majeure Event will be suspended only during the continuance of such event and neither party shall be held liable for any delay or omission in pertbralance due to such force majeure event. 19. 1-leadi Ps not Cont The paragraph. headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Contract. 20, Contract Construction. The Parties acknowledge that each Party and its counsel have 2- reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. JjigIA L(lAu&t. Coinpany agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Company involving transactions relating to this Agreement. Company agrees that the City shall have access during normal Nvorking hours to all necessary Company facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Company reasonable advance notice of intended arnditsa In the event City requires access to any of Company's subcontractor's or independent contractor's records to determine compliance with this Agreement, Company shall work with its respective subcontractor or independent contractor to provide the necessary records to the City in a reasonable time. 22. No '"f'llird-flartyL13eneficiaries. The provisions and conditions of this Agreement are solely for the benefit of the City and Company and are not intended.to create any rights, contractual or otherwise,to any other person or entity. 23. p A pLicable I.,aw. This Agreernent shall be construed under and in accordance with Texas ._ law. 24. Countmagv. 5. This Agreement may be eKecu:(ed in one or more COUnterparts and each counlet-part shall, for all purposes, be deemed an origij-W, but all such counterparts shall together constitute but one and the same instrument. 250 Breachfl'eniiinationJC 2pl?g!lgnit to Cure. It' either Party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching Party that describes the breach in reasonable detail. The breaching Party must commence curing such breach within AW,,centent between CFW and NorthTan-ant Inti.astruclure,LLc' Page 6 of'9 For use of police vehicles to provide traffic control scrOccs for the 1-35 Fxecutjon Copy Reconstruction Project 4 fourteen (14) calendar days after the time the breaching Party receives such written notice and complete the cure within fourteen (14) calendar days from the date of commencement of the cure. If the breaching Party does not substantiarily cure such breach within the stated period of time, the noti-breaching Party may, in its sole discretion, and WrithOLIt prejudice to any other right under this Agreement, law, or equity, terininate this Agreement by giving written notice to the breaching Party. 26. Amendment. No amendment, modification, or alteration of the terms of this A reement shall 9 be binding unless the same is in writing, dated subsequent to the date hereol, and duty executed by the parties hereto. 27. Si.gnAturLAuthqjjy. The person signing this agreement hereby warrants that fie/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "A" and incorporated herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Gove.mmentai Powers. of Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 29. Texas Public Information Act. Company understands and agrees that the City is subject to the Texas Public Infonriation Act. Company, for itself, its officers, agents, and employees, further agrees that it shall treat all inforination provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. Company further agrees that City shall have access to anything that is deemed public infon-nation held in the possession of Conipmy, that City may be obligated by law to provide to the public. IN W11NESS WFIEREOF, the parties hereto have executed this agreenient. in niultiples in Fort Worth, Tarrant County, Texas, on this the.. day of IT .................... , 2014. CITY OF FORT WORTH® NORTH TA. ANT TA A INFRAST IJRE '1A By: By:_ ..........------------- Charles V��Dlame s aro Gomez Muro 'V ic Executive sistant City Manager hief Executive Officer st .. ................... ............... Date: 4z­ .t?' Date: Agmement between CFWxid North'rarnwit Infir-astructure,LLC Page 7 of 9 For use of pofice vehicles to provide traffic control services fw-the 1-35 Execution Copy Reconstruction ProJect APPROVAL RECOMMENDED: 2 B Y A42,L' Csvj��— .......... 4 L Jeffrey . IF.afstead Chief of'Pofice APPROVED AS TO FORM AND LEGALITY: I,- Maltshia IBB. F rmer Sr. Assist Cit Attorney Date: A78 *;U Mar'Kd�-. er, it It A,Wi-&ar y Contract Authorization: C.0 M&C: C-26815 Date Approved: June 3, 2014 Agreement between CIFIW and North'I'arrmt Inftastsuci.ure,LLC Page 8 of 9 For use of'police vehicles to provide traffic control seryiecs for the][....35 ExecLition C'upy Reconstmelion Pro.ject EXHIBIT A VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: North Tarrant Infrastructure, LLC Legal Address: 9303 New Trails Drive, Suite 200, The Woodlands, TX 77381 Services to be provided: Use of marked police vehicles to provide traffic control services for the I-35 reconstruction project Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Position: Signature Name: ..,. .... Signature of 30 Date: Gl 1 Agreement between CFW and North"Tarrant Infrastructure,I,LC Page 9 of 9 For use of police vehicles to Provide traffic control services for the 1-:35 Execution Copy Reconstruction Project '" M C: Review ["age I. of 2 Offi::Naan r:to of the Oty of IFovt Worth,_-exaas LITY N I ORT X 11 COUNCIL ACTION: Approved on 6/3/2014 - Ordinance No. 21268-06-2014 DATE: 6/3/2014 REFERENCE NO.: **C-26815 LOG NAME: 35 TRAFFIC CONTROI SERVICES CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of an Agreement with North Tarrant Infrastructure, LLC, for the Use c City of Fort Worth Marked Police Vehicles to be Used y Off.Duty Officers Providing Trafl Control Services for the 1-35W Reconstruction Project, Find That Participation in this Project Serves a Public Purpose„ Find That Adequate Controls are in Place to Carry Out the Public Purpose and Adopt Appropriation Ordinance (COUNCIL ISTRICTS 2, 4, 7, 8 and ) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an Agreement with North Tarrant Infrastructure, LLC, for the use of Ci of Worth marked police vehicles to be used by off-duty officers providing traffic control services for the 1-35W Reconstruction Project„ 20 Find that the City's participation in this Project by allowing the use of marked police vehicles serves a public purpose; . Find that adequate controls are in place to ensure that the public purpose is carried out; and 4. Adopt the attached supplemental appropriation ordinance increasing estimated receipts and appropriations in the Crime Control Prevention District fund in the amount $115,872.00 and increasing estimated receipts and appropriations in the General Fund in the amount of 47,32 e . DISCUSSION: North Tarrant Infrastructure, LLC (NTI), has requested the assistance of the Fort Worth Police Department (FWPD) to use off-duty police officers in marked police vehicles to provide traffic control services on n as needed basis during the course of the reconstruction of portion of the 1-35W reconstruction project between 1-30 and the 1-35W/1-820 interchange. NTI will compensate the off- duty officers directly and will also compensate the City of Fort Worth (City) for a portion of costs associated with using marked police vehicles. The cost of operating a marked police vehicle is calculated at 11.90 per hour, including all equipment, gasoline, maintenance, and wear&tear. NTI has offered to reimburse the City at a rate of$5.00 per hour, per vehicle. This amount is consistent with the amount NTI reimburses other surrounding jurisdictions for similar services on construction related projects. The estimated annual revenue to be generated by providing this service is approximately 163,200.00, which will be split between the General Fund and the Crime Control Prevention District Fund in accordance with the expenditures incurred. The estimated annual cost to the City for non-reimbursed expenses is approximately $182,784.00. I will not be providing any insurance on the use of the vehicles; therefore, the City will also be covering any associated costs for damage to the vehicles. Although the reimbursement being offered by NTI does not cover the full operating cost, FWPD recommends that the City Council find there is a public benefit to allowing the use of marked police IZttp://'apps.cf`rNiaetm orb/council..:pac ket,h.n.c review "I.Sp`/I I)m-18 896& ounc i Idatc:::6/3/2014 6/27/2014 M&C Review Page 2 of 2 vehicles for this project and that adequate controls are in place to make sure the public purpose is carried out. Having off duty FWPD officers provide traffic control services in marked police vehicles will help keep a major infrastructure project that is a priority to transportation in the City safe and orderly. The Agreement between the City and NTI ills as the control to make sure the public purpose is carried out. The term of the Agreement shall be for one year beginning upon execution. The Agreement shall have four automatic renewals of one year each, unless either party terminates upon written notice to the other party prior to the renewal term. The Agreement is anticipated to last through project completion, which is estimated to be in 2018. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, and adoption of the attached supplemental appropriation ordinances, funds will b, available in the current operating budget, as appropriated, of the Crime Control and Prevention District Fund and the General Fund. The Police Department will be responsible for the collection an( deposit of funds. TO Fund/Account/Centers; FROM Fund/Account/Centers 2) QR79.-481120 _0351000 -$115872.00 3 1 GG01 481120 0357200 $47.328.00 Submitted for City Manager's Office ��: Charles Daniels (6199) Originating Department Head: Jeffrey W. Halstead (4231) Additional Information Contact: Aya Ealy (4239) ............ ATTACHMENTS 15 TRAFFIC CONTROL SERVICE,.. -AO14.,doc bap:Happs.c fwnet.org/counci I_pac ket/rnc—revi ew.asp?l D=18 8 96&1coun ci I date- 6/3/2014 6/27/2014