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HomeMy WebLinkAboutContracts & Agreements_67-2019 SOflp Bircl�Strcci,Suitc b000 �c�vtiv.t�i€ianccDTA.co�n newpori Beach,CA 926GD AGREEMENT FOR CONSULTING SERVICES This Agreetnent is znade and entered into this 18th day ot'March o�2019 by and beYw��n the City of Redlands, laerein called ("City,") and DTA, formeriy David Taussig & Associates, Inc., 13er�ii� a£�er called ("DTA.") Ci�y and DTA, in consideratian af the inutual pro���ises and conditions herei��coz�tai��ed, a�ee as follows. ARTICLE I TERM OF CONTRACT Section 1.1 This Agreement shall become effective on tl�e date stated a6ove and will co��tinue in effect until the earlier of(i}that day when the seivices provided for herein have been accepted as co�r�plete by City or(ii)until tcrtxtinated as provided in Articl� VI belovv. ARTICLE I� SERVICES T�BE PERFORMED BY DTA Sec�ion 2.1 DTA agrees to perform the professional �er�ices for City and to deliver tl�e work products to City as desexzbed in the Scape of Work statement attached as Exliibit "A" hercto. Such professional sezvices and work products, as f`ro�n tiine to time nxadi�ed in accordance witi� Sectio�� 2.3 hereof, axe collectively referred to as the "Consulting Servzces." Sectinn 2.2 DTA will determi�ie tl�e �x�etl�ad, detaiis and means of performing the Consulting Services. DTAs may, at DTAs' own expense, employ s�ch assistance as it deenls necessary ta perfor�n tl�e CansuIting Services required by City under this Agreement. DTA sl�all conduct resea�•ch and an-ive at conclusions with respect to its rendition of infonnation, advice, recammendation or counsel independent of the cantrol and direction of City, other tk�an nor�nal contract monitoring. All computer softwaxe (inclYiding without liznitation financial modeis, compilations of foa-mulas and spreadsheet models), inventions, designs, programs, improverr�ents, processes and methods (coilectively, the "Proprietary Models") �ised or developed by DTA in perfor�ning i�s work is propri�tary and shali ren3ain property awned solely by,or licensed by a third party to, DTA. City acknowledges and agrees that the consideratian paid by City l�erein only entitles City to a license to use tl�e hard copy oz'electronically transmitted reports generated pt�rsuant t� the Cpnsulting Services and that any Praprietary Model that DTA uses to ge�lerate such repoirts is owned by, or is duiy licensed froin a third party to DTA and is not bein�provided to City liereunder. City acknowled��s tl�at DTA may�tavc used reports and ana�yses that DTA authored for otlier Cities as base works or tezz�plates for the reports and ai�alyses prepared far City pursuant to tliis Agreement, and City acicnowledges and agrees that DTA f�as the right to use the reports and analys�s that it authors pursuant to this A�eement as base works oz templates for reports and analyses that DTA aut��o�s for DTA's other Cities, provided, ��owever tl�at DTA sl�all not use aily coufidential iz�for���ation provided by City in such future reports and analyses. City acknowled�es and aa ees that DTA has spent substantial time and effort in collection and cornpilulg data and infaa�nation{the"Data Compilations"} in connection witiz t11e Consulting Services and tliat sucl�Data Compilatiox�s z1�ay be us�d by DTA for its awn purposes, includin�, without limitation, sale or distt-ibtttian to third parties; provided, howe�er, that DTA will not s�ll or distribute any of City's confidentiai information that may be coa�tained in such Data Compilations, unless such confidei�tial i��farnlation is used only Q��a�i aggre;ated and anouy�llous basis. L:1ca1djmlA,�cementslCFD 2Q03-1 Agreement 19-?0(Redlands)revised.docx Section 2.3 Any proposed changes in the Consulting Services hereunder shall be submYtted to the ather par�y hereto, and any such changes agreed to by the parties shail be reflected in an art�cndme�;t ta Exhibit "A" in accordance with Section 7.2 I�ereto. Sec#ion 2.4 Nothing in this A�ec�ent shall give DTA possession of authori�y with respect to any Ciry decisio��beyond tl�e rez�ditio�i of inforniatio�i, advice, recomn�endation ox cou��sel. ARTICLE iII COM�'ENSATION Seetion 3.1 City agR•ees to pay DTA for its Cansulting Set�vices a professional fee camputed according to the�'ee Schedule attached as Exhil�it "B" I�ezeto. Sectiott 3.2 City shall rei�nburse DTA for DTA's out-of pocket e�penses. Expenses shall include all actual expendit�ires inade by DTA in the perforrnance of any Consulting Sezvices undertaken pursuant to t�e Agreezne�t, including, without linlitatiion, the following expenditures: (a} Cost of clexical assistance at $35.00 per hour, includin�, typing, collation, printing and copying, plus copier a�id photography costs, including phatographic reproduction of drawings and documents. (b) Tra��sportation costs, i�icludi�lg inileage for tl�e use af persoi�al auto��iobiles at the prevailing IRS standard a�ate,rental vehicles, lodging and regularly scheduled coznmercial airline ticket costs. {c} Courier services, facsiini�e, and telephone expenses. Section 3.3 4n ox about tl�e first ttivQ weeks of eac�i montl�durixlb whicli Consulting Services are rendered hereu��der, DTA shall present to City an invoice cavering the current Consulting Services performed and the reimbursable expeiises incun-ed pursuant to this A�reement and exhibits thereto. Such i�ivoices sl�all be paid by City within t��ixty (30} days of tl�e date of eaci� invoice. A 1.2% cl�arge niay be iinposed against accounts which are not paid within 30 days of the date of each invoice. Secfion 3.4 Tl�e n�aximuni total fee ainou��t set fort�� in Exhibit "S" n�ay b� increased as a result of any expansion of the Consulting Services to be rer�dered hereunder pursuant to Section 2.3 or as pz'ovided in Exhibit "A" hereto. Section 3.S Records of DTA's costs relating to (i} Consulting Services perfo�ned under tl�is Abreerr�ent and (ii) reimbursable expenses shall be kept and be available to City or to City's autilorized represez�tative at reasonable intervals durir�g��ormal busiiless haurs. ARTICLE �V OTHER OSL�GATIONS OF DTA Section 4.1 DTA agrees to perfoi-�n the Consulting Services in accordance with� Exhibit "A." Should any ezx'ors caused by DTA's negligence be found in such ser�ices or products, DTA wili correct them at no additional charge by revising�he work prod��cts called for in Exhzbit"A"to eIiminate t�ie errors. Section 4.2 DTA will supply all toals and instruz�t�entalities required to perform thc Consulting City1 nf Redlalzds Puge 2 Mello I�oos S�rrecra!Trix f4dnezlristr�ition Se1•vicc�s for CFD Na.2003-I Februnry 7, ZOl9 Services under the Agreeznent. Section �.3 Neither this Agree���.e��t nar any duties or obligations ua�der tl�is Agree�nent �iiay be assigned by DTA without the priar written consent of City. Horve�ver, DTA rnay subcontract portions of the work to be perforrr�ed hereunder to other persons or concerr�s provzded DTA notifies City of the name at�d adciress of said proposed subcontractor at�d City eidler coi�se�lts or fails to respo��d ta notification vvith respect to the use of any particular praposed subcantractor. Section 4.4 I��the performance of ifs Consulting Service hereuz�►der, DTA is, and shaIl be deeined to be for all purposes, an independent contractor{and not an agen�, afficer, emplayee or representative of City}under any and all laws,wl�ether existing ar fit�ure. DTA is not authorized to mak�any repxesentation, contract or cammitrnent on behalf of City. Section 4.5 lnsurance: (a) The DTA shall secuxe tlae rninimum insurance coverage described below, and sucli insurance shaIl be primary and no��-contributing with respect to any insurance or self- insurance programs inaintained by City. . Wor]cer's Coynpelisatiota arzd Erraployer's Liability insuxance in the amoUnt that meets the statutory reqttirement sl�all be in£orce witl� an insurance carrier acceptable ta City. • Corrzp�°eherisive Cors�nie�-cial Gefzer�al Liability insurance in the aii3ou��t of one million dolIaxs ($1,000,000) per accurrence and two millian dollars ($2,000,000) aggregate shali be in force wikh an insurance carrier acceptable to City and na�x�,e City as additional ins�red. . Professianal Liability insurance in the amount of one �nillion doilars ($1,000,000) per claims made and two million dollars ($2,000,044} aggregate shall be in foxc� wzth an it�sura��ce carrier acceptable to City. • Cora7�ner•cial Aictornobile Liability i�isurance with �ninimum lin�its of one �nillion dollars ($1,Oa0,000)per occuz-rence, combined single limit for bodily injury Iiability and property damage liability sl�all be in force and��ame City as additional insured. Tl�is coverage shall include all owned vehicles, hired and non-own.ed vehicles, and employee non-ownership vehicl�s. {b} DTA shall instz-uct its insurance agent/broker to furnish properly executed certifieates of insurance to City. • Certificates of insurance with endorsements shall clea�ly evidence coverage required above. . Certificates of insurance shall be subnzitted by tl�e agent/broker directly either via email to insurance@cityafredlar�ds.or�or U.S. Mail to: City of Redlands Risk Mana�,ei�lent Divisian P.O. Box 3Q05 RedIands, CA 92373 City ofRedlrrrtds P�rge 3 Mella-Roas Special Trrx Adueinistratiorr Services fnf•CFD No.2003-1 Febrisat�y 7, �OX9 ARTICLE V OTHER OBLIGATIONS OF CITY Sectian 5.1 City agrees to compIy witk� ail reasonable requests of DTA and pravide aecess to alI documents reasonably necessary to t�ae perfonnance of DTA's duties under this Agreement vvith the exceptioi�of those doctiments which Exhibit "A" calls upoi�DTA to prepare. Section 5.2 Neither this Agreement nor ar�ty duties or obligations under this Agreement may be assi�ned by Czty witlaot�t the prior written consent of DTA. Section 5.3 City, public aaencies, landowners, DTAs and other parties dealing with City or involved in the stibject develop�nent project referred to iu Exhibit "A" will be furnishiz�g to DTA various data,reports,studies,computer printouts and ather info�x��ation and represe��tations as to the t'acts involved in ti3e project which City understands DTA will be using and relying upon in preparing the reports,st�tdies, computer printou�s and other work products called for by Exhibit "A." DTA shall not be obligated to establish or verify the accuracy of the inforn�ation furnished by ar on behalf of City, nor shall DTA be responsible fox the impact or effect on its work products of the info�-mation fiarnished by oz- on behalf of City,in the event tl�at such informatian is in ei�or and tl�cxefore introduces errar into DTA's work produc�s. See�ion 5.4 City agrees to defend, indenlni�y and hold DTA har�nless fi-o�x� and against all obligations, losses, liabilities, darnages, claims, attacizments, �xecutioz�s, de��nands, actions andlor proceedings (collectively, "Clai�ns"} and all costs and expenses izx connection therewith, including reasonabie attorneys'fees,arising out of or connected with the performance of DTA's Consulting ServicEs under this Agree�ent, except as �nay arise froin DTA's willful misconduct or negligence. In that re�ard, Ciry will indeinni�y ax�d hold DTA�►arniless frorn any Claii�ls arisi��g froin, growing out of,ox in any way resulting fram, errors contained in data or info�-zz�ation fuinished by City or City's designee to DTA fo�• use in cat-rying out the Consulting Services called for by this agreement. If for any reason the indeFnnificatioi�under this Sectioii 5.4 is�.�navailable to DTA or insuf�ciei�t to l�old it l�annless, then City shall cont7ribute to the amount paid or payable by DTA as a result of such loss, liability, dainage, claim, demand, actian or proceeding in such proportion as is apprapriate ta reflect not only fhe relative benefits received by City oi1 the one lia�id a��d DTA an tl�e other hand but also �he reiative fault of the City and DTA as well as any xelevant equitable consid�rations; provided that DTA's contribution obligations hereunder shall in na �vent exceed the amounts recei�ed by DTA unde�-this A�•ccment. Sectefln 5.5 In the event that caurt appearances, testimony or depositions are required af DTA by City in connection with the services rendered her�unde�•, City shall campensate DTA at a rate of�250 per l�our and shall reimburse DTA for o�.it-of pocket expenses on a cost basis. ART�CLE VY TERMINAT��N 4F AGREEMENT Section 6.1 Eitl�er par�y may terminate ar suspe�id this Agreement upon tliirty (30) days written notice. Unless terminated as provided I�erein, this Agreem�nt shall continue in force Lintil tile Consulting Services set forth in Exhibit "A" have been fuIly and coil�pletely perfor�ned and accepted by City and all proper invoices have been rendered and paid. Sect'ron 6.2 Should either paity default in the perfort�iance of this Agreement or materiaily breach any of its provisions, the other paity at its option may ter��iinate tilis Agreeinent by giving written notification to tl�e defaulting party. Such tenninatio�� shall be effective upon receipt by the defaultin� City of Redla�rds 1'rrge 4 rlleflo-Roos Special TrrxAd►uirlistr•rrtxort Set•vices foi•CFD No.3003-1 Febt•uaiy 7,2019 party, provided that tY�e defaulting party shall 6e ailowed ten {IO) days in w��ich to cure any de�'ault falIowing receipt of notice of same. Section 6.3 The covenants contained in Sections 3.1, 3.2, 4.4, 5.3, 5.4, 5.5 and all of Article VII shall su�vive th�termination af this Agrc�ment. ARTICLE VII GENERAL PR4VXSI�NS Section 7.1 Any notices to be given herei�nder by eithe;•party to the other inay be affected eiti�er by persanal delzvery in writing or by n�ail. Mailed notices shall be addressed ta the parties at t11e addresses set farth below, but eack� party niay change the address by written notice in accordance with the first sentence af ti�is Section �.1. Notices delivered personaliy wili be deerned cammunicated as of actual receipt. Mailed notices v�rill be de�med communicated as of two {2) days after mailing. Ci�v Consultant Danielle Garcia, Director David Taussig, President Mana�ement Services/Finance DTA CiEy of Rediands 5000 Birch S�c-eet, S�ite 6000 35 Cajon Street, 5uite 10 Newpot-t Seach, CA 92654 PO Bax 3005 (mailing) Redlands, CA 92373 Section 7.2 Tk�is Agree�nent aiid ex��ibits hereto supersede ai�y and aIl agreements, either oral or written, betvveen �he parties hereto with respect to the rendet•ing of the Consulting Services by DTA for City and contains all of the covenants and agreements between the parties wit��►�•espect to the rendering af sucl� services. Eack� paarty to tliis Ab eei��ent acknowledges that z�o representatio��s, iz�ducements, promises, or a�eements, orally or otherwise, have been n�.ade by any party, or anyone acting on behalf of any party, regarding the Consulting Sei�vices which are nat embodied herein, and that no other agreement, statement, or promise not coiitai�led in this Agreement sl�alt be valid or bindialg. Az�.y znodifcatioil o�this Agreement(inciuding any exhibit hereta)will be effective if it is in writing and signed by the party against whom it is sougi�t to be enforced. Sectia� 7.3 if any provision in this Agre�ment is ��eld by a court of corrapetent jurisdiction to be invalid, void, oz unenforceable, the rcrnaining provisions wiil nevertheless cantinue in fizll fo�•ce without being impaired or invalidated in any way. Section 7.4 Tlie prevailing party in any arbitration ar legal action brougl�t by one par�ty against t��e other and arising out of this AgreeinenC shatl be eiltitled, in addition to any other rigl�ts and xemedies it may l�ave, to rei���burse��ent for its expenses, including caurt costs and reasanable attorneys' fees, including fees for use o�in-hause counsel by a party. The non�prevailin� party shall be tiable, to the extent allo�wable�nder law, for all fees and expenses of tlie arbitrator(s) and all costs of the arbitration. Section 7.5 This Agreement sl�all �e goveined by and constz-ued in accordance vcritli the laws of the State of California. City af l�edlarads Pu�e 5 Me110-Roos.5pecial Tr�r Adrrritrrstratior:Selvices fof•CFD No.2003-I FeGi�rrary 7, 2019 Exx�s�T a MELL4WROOS SPECIAL TAX ADMINISTRATION SERVICES C4MMUNITY FACILITIES DISTRICT NO. 2003-1 OF THE CYTY OF REDLANDS SCOPE OF W�RK David Taussig&Associates, Inc. {"DTA") shalt pa•ovidc financial cansulting services to assist the City of Redlaiids {"City") i�1 the adnlii�istratia�i of City's Con1�11unity Faciiities District("CFD"}No. 2003-1. The focus of these services shall b� to dete��aine the special tax rates and to facilitate the collection nf the special taxes iz��scal year 2019-2� by the Cou�ity of San Bernardino. The specific activities azxd tasks to be perfornled under this Scape of Work include the following: Task 1 Land Use Research This task involves deterrnining, gathering and organizing the land use data required to apportion and callect special taxes, and incIudes tl�e following subtasks: 1.1 Subdivision Research: Identify and obtain copies of all final t�act or parcel maps for CFD No. 2003-1. Deterrnine acreage for each parcel. 1.2 Development Research: Re�iew current Assessor Parcel i�laps tv deterinine wliic� parcel numbers wiIl be valid for each fiscal yea�. 1.3 Database Management: Create autorriated parcel database to include all parcels. Data items will include Assessor Parcel Number,corresponding iz�act and Iot nuinber, acreage,and building permit issuance date. Task Z Classification of Property This task involves application of tiie Rate and Method of Apportionment of the Special Tax to determine the apprapriate special tax classificatian for eacY�parcel located within CFD No. 2003�I, az�d zncludes the following subtasks: z.� Exempt Property: Identify aIl property owned by public agencies or entities otilerwise exempt froin the special tax and classify as exempt�roperty. 2,2 Taxable Propee�ty: Identify all taxable pxoperties and classify eacli as "Taxable Deveiopment P�•operty," "Taxable Public Praperty"or"Taxable Property Owner Association Praperty." Assign each "Taxable Development Propexty" to the appropriate zone. City of Redlasrds Puge A.I Mello-Roos Special Tax.4tlnti�ristratio�t Se�vicc�s for CFD 11'a. 3003-I Feh�'uary 7, aar9 Task 3 Financial Analvsis This task involves calculating the Special Tax Requirement fo�• each �scal year and alIocating it to property in CFD No. 2043-1, and zt�cludes the following subtasks: 3.1 Deter�nine Special Tax Requirement: Assist City wit�i th� preparatio�l af ai� admi��istrative expense budget. Conftrtn interest and principal payir�e��ts. Determine any other charges o�-credits to tax levy. 3.2 2019T20 Special Tax Ra�es: Based on tax ciassifications ai�d special tax requirezzae��t, compute the fiseal year 2019-2a special tax rates for all classifications ot�taxable propei�ty. Task 4 Re art Pre ara�ion This tas�C includes ttle preparation of an Anntial Special Tax Report containirtg the findings of'the�nancial a��alysis and an explanatioa� of t11e methodol�gy employed to appo�rtioi� the special taxes for CPD No. 24D3-1. Includ�d in the repott is a list af special taxes by Assessor's Parcel whicE� can be us�d as the exhibit ta the resolution authorizing the levy a��d coilection of special taxes for�scal year 2019-20. Task S Submittal af Special Taxes__to Countv of San Bernardino This�ask involves submitting the special tax levy on ar befiore August 10, of eacll year, or suc�other date specified by tl�e County of San Bernardino to the Auditoz-Cantraller for inclusion on the fiscal year 20I9- 20 consolidated property tax bills. The special tax levy wi11 be subinitted on magnetic tape ar other media as specified by thc County. Task 6 Delin uent Pro �rtv O��vner Research This task involves the review and research af County records to determine which parccls are delinquent i�i the payrnent of property and special taxes, and includes the follovvi��g subtasks: 6.1 Delinquen� S�ecial Tax Report: Review special tax payment infarmation fi•orn the County of �an B�rnardino. Determine wl�ich parcels are delinquent ai�d the correspondi�i� amount af delinquent special taxes. Prepare report summarizing the amount of delinauent special taxes. 6.2 Collection of Delinquettt Special Taxes: Assist City witl�tl�e development of procedures to ciirE delinquent special taxes. Assist with the preparation of dernand letters as necessary. Task 7 Roll Chan es and Ad'usted Pro er Tax Bills This task involves monitoring any changes to the secured tax roll whic� necessitate new or adjlisted property tax bills. This task i�icludes the caiculation of new ar adjusted bills and tl�e preparatin�i of requests to ihe County ta prepare s��ch 6ills. City of Rerlla�r�ls Prrge R.2 Mello-Raos Special Trz.x Arlftrinistrutia:Services for•CFD Na. 2003-1 Febi•uary 7,2019 Task 8 Res onses to Pro ertv 4wner uestions This task involves the provision of infor�nation to individuaIs and other interested parties regarding the ainount and calculatio��af the special tax. Task 9 Monthlv Review of Ala Funds and Accounts This task in�alves coiltinuous ma�iitoring af�iscal agent fiiiancial stateii�e��ts for all funds a�id accouz�ts far CFD No.2003-1 to assu�•e tl�e fiscal agent is adhering to the"Bond Indenttire." Pcepar�monthly repor� of fit�at�cial acfivity for all fuilds showii�g accou�iC balat�ces, interest eanli�igs a�id other reve��ues, a��d expendittires. Task 10 Mee�in�s DTA will attend the City Council meeting at which tlie resolution authorizing the levy and colIection of speciai taxes is scheduled for adoption. Task 11 CFD Disclosure This task involves assisting City zxaeet �he annual disclosure r�quirements and includes the follor�ving subtasks: 11.1 Submit rcquired data to the Califoz-nia D�bt a�d Investment Advisory Commission each October in compliance with Sectian 53359.5 of the Government Code as stated in SB 1464. 11.2 Provide special tax disclosr.ue documents to City for resale praperties pursuant to Section 1102.6b of the Civil Code and Section 53340.2 of the Government Code as stated in SB 1464. 11.3 Assist Cily in tl�e preparation of material required by t��e Dist�ict Contiz�uing Disclosure Agreement. 11.4 Assist City in the p�-eparation of material in compliance with Section 534i 1 of the Gov�rz�ment Code as stated in SB 165. 11.5 Assist City in tl�e preparation of mat�rial in compliance with SB 1029. 11.6 Assist City in the preparation of material in compliance with Section 12463.2 a�'the Governnlent Code as stated in AB 2 L 09. 11.'� Assist City pasting of �naterial on City website in compliance with S�ction 53343.2 of the Government Code as stated in AB 1666. Ciry of Redlands Puge A.3 �'klella-Roos Special Tax Arinri�tistrratior:Services fof•CFD No.2003-1 Febt•irajy 7,2019 EXHIBIT B MELLO-ROOS SPECIAL TAX ADMINISTRATION SERVICES COMMUNITY FACILITIES DISTRICT NO. 2003-1 OF THE CITY OF REDLANDS FEE SCHEDULE Professional Services Fee DTA shall charge the following hourly fees for services reiated to Tasks I through 11: Managing Director $2151Hour Vice President/Enbineer $205/Hour Mai�ager $I90/Hour Senior Associate II $1701Hour Senior Associate I $165/Hour Associate II $160/Haur Associate I $150IHour Research Associate II $135/E-Iou�• Research Associate I $110/Hour �ubject to the lirzaitatians below, t'ees related to Tasks 1 througn 11 sha11 not exceed $6,000 for fiscal year 2019-20. Monthly progress payments will be made by City upon presentation of invoice by DTA providing de#ails or services rendered and expenses incurred. At City`s request ser�ices in addition ta thase identif ed in the Scope of Work may be provided if t1�e tatal fee required to complete Tasks 1 through 11 is less than $6,000. Alternatively, if the Scope of Wark can be coi»pleted for less than the n�axiznuzn amount, only the hours actually expend�d wall be billed. In addition to fees far services, City will rei�bu�•se DTA for travel, pho�ocopying, database sei-vices or materials, facsimile and teleplione calls, clericaI services, and other out-of-poc�Cet expenses, in an amount not to exceed$1,000. LIMITATZONS If the maximum amount has been exceeded as a result of"extraordinary" consulting servic�s rec�uixed in connection with Task 8 or 9, such additional services in excess of the maxi�nu�n shall be billed at #he hourly rates listed above. For the purposes of tl�is section, services rendered in connection vvith Taslc 8 or 9 which exceed$1,000 shall be considered extraordiiiary. Additianal services other than thase necessaiy to ainend errors on the part of DTA in Tasks 1 througl� 11 are not covered by the maximum fee listed above. hltp:!lfncalhosVresourccslProposals-'A�M[N1CA4[Plredlands.ciVCPb?003-lAgrccnscnt 19-20 fRcdlands).doc Gity ofRedlands P�i�;��•I ��ello-I(ons Special Tax Adntittrstratiari Set•vices for CFD No.2003-I Febrrrary 7,2019