OWNER-OPERATOR LEASE AGREEMENT

Transcription

1 OWNER-OPERATOR LEASE AGREEMENT THIS AGREEMENT made and entered into this day of, 20 by and between hereinafter referred to as OWNER, and COYNE, INCORPORATED, IH 10 W, Boerne, Texas 78006, hereinafter referred to as CARRIER. WITNESSETH: WHEREAS, the OWNER is the owner of certain motor vehicle equipment as described in Exhibit A (tractors) and employs drivers to operate the Equipment, and or, drives equipment himself; and WHEREAS, the CARRIER is authorized by the Department of Transportation of Texas to engage in the for-hire transportation of property; and WHEREAS, it is the desire of the parties hereto that the OWNER lease to the CARRIER the equipment furnished with driver; NOW, THEREFORE, in consideration of the mutual promises and obligations herein contained, it is agreed that: 1. The OWNER, as an independent contractor, leases the equipment furnished with driver(s) to CARRIER, and the CARRIER hereby acknowledges the leasing of the equipment under such circumstances. Said lease shall be for a period commencing at 8:00 a.m. on the date the first tractor unit of equipment is put into service for CARRIER as indicated on Exhibit A and continuing for a period of ten (10) years thereafter, regardless of the date or dates any additional equipment is actually put into service for CARRIER. It is further agreed that this agreement shall be a continuing one and shall automatically renew for subsequent periods of ninety (90) days each unless canceled as provided in Paragraph 26 below. 2. OWNER represents to CARRIER that he holds full legal title or that he has the legal right to exercise full control over the equipment. OWNER agrees to furnish CARRIER all necessary information and documents of title or registration to enable CARRIER to properly identify the equipment. 3. As required by the applicable provisions of the rules and regulations of the Department of Transportation of Texas, and the Texas Department of Public Safety, the operation of the equipment shall be under the full and complete control and supervision and in the exclusive possession of the CARRIER for the period of this agreement. 4. OWNER warrants that the equipment is complete with all required accessories, and is in good, safe, and efficient operating condition and shall be maintained at no expense to CARRIER throughout the duration of this agreement. The choice of location and persons to perform any necessary repairs or maintenance to the equipment is exclusively vested in the OWNER. 5. The OWNER agrees to submit each unit of equipment for CARRIER S inspection at the time each such unit is first put into service for CARRIER under this agreement and periodically thereafter as required by CARRIER pursuant to the applicable rules and regulations of the Department of Transportation of Texas. Before each unit of equipment is put into service hereunder, CARRIER or a person duly authorized by CARRIER shall inspect each such unit of equipment to determine that it complies in every respect with the rules, regulations and laws of the Department of Transportation of Texas, and various state and local governments relative to the condition thereof. If the original inspection reveals that any unit of the equipment does not comply with any aspect of such rules, regulations and laws, such unit must be brought into full compliance by OWNER with such rules, regulations and laws, or this agreement shall immediately terminate. 6. The parties hereto understand that CARRIER is subject to the laws of the State of Texas and the rules and regulations enacted by the Department of Transportation of Texas relating to the leasing of equipment by motor carriers; that it is the intent of the parties that CARRIER shall fully comply with all such laws, rules and regulations, but CARRIER does not have the right to and will not control the details of the means or the manner or prescribe the Revised 3/22/16 1

2 method of performing that portion of the operations which are contracted for in this agreement to be performed by the OWNER. 7. CARRIER agrees to pay to the OWNER for and in consideration of the lease of each tractor unit of equipment as per the attached Rate Schedule. Dispatched miles shall mean the mileage from the point of pick up to the point of delivery of the load via any authorized stops in transit for partial loading or unloading. For shipments moving interstate, Texas intrastate, or foreign commerce, the Household Goods Bureau Mileage Guide in effect at the time of such movement shall be used to conclusively determine the short route mileage for this purpose. Any deadhead (empty) mileage operated without the approval of CARRIER, or for the convenience of OWNER, shall be at the sole expense of the OWNER. OWNER shall be directed to pickup lading at a stated date and time and to deliver lading at a stated place on a stated date and time and OWNER or OWNER S employee shall be solely responsible for accomplishing such purpose. CARRIER will have no authority to direct the routes which are to be followed, the scheduling to be observed, or the hours to be worked by OWNER or OWNER S employees. CARRIER S only concern in this regard is that the scheduling requirements of consignors and consignees be met in a timely and safe fashion. Loading and/or unloading services are the responsibility of the OWNER. The consideration provided for herein for the tractor unit of equipment with driver(s) includes full compensation for such services. In addition to the foregoing, CARRIER and OWNER may during the term of this Lease agree to additional or supplemental forms of compensation for OWNER S performance of particular work assignments where (by way of example only) immediate driver availability or multiple destinations enhance the profit potential of both parties. 8. Lease payments accrued for completed use of the equipment shall be paid to the OWNER upon payment to CARRIER by billed party after submission of the necessary delivery documents and other paperwork pertaining to each load handled. Lease payments shall be made only with respect to loads for which OWNER has returned the properly prepared and executed paperwork as required by this agreement. Required paperwork shall include the following: A. Driver s log books, vehicle inspection reports, and monthly vehicle maintenance reports as required by the Department of Transportation; B. All Bills of Lading and freight bills covering the load; C. Delivery receipt signed by the receiver of the load, and all inspection reports, notices of shortages or damage, and seal records supplied by the shipper and/or receiver of the load; D. Proper receipts for any expenses which are to be charged back to the person paying the freight charges, including, but not limited to, extra labor hired to help load or unload, terminal entrance fees, information with regard to whether the shipment was loaded and/or unloaded in whole or in part by the driver, and any other items which are chargeable as part of the freight costs under the applicable tariffs; E. Any additional documents required by the United States Customs Service with regard to shipments moving in bond of foreign commerce, and F. Any other documentation required by regulatory bodies or agencies. 9. CARRIER shall not be liable to OWNER for any loss of or damage to the equipment unless caused by the intentional or negligent act of CARRIER S employees while acting within the scope of their employment, and in such latter event, CARRIER will be liable only to the extent OWNER is not compensated for such loss or damage by insurance or otherwise. 10. OWNER assumes the risk of any injury or death to any person resulting from his performance of the agreement, whether caused by the equipment or any similar equipment furnished to it by CARRIER, or by the employees of OWNER or CARRIER, unless caused by the intentional or negligent acts of the CARRIER S employees while acting within the scope of the employment. 11. In the event CARRIER incurs any liability, expense, cost, or attorney s fees resulting from the performance or nonperformance of this agreement by OWNER, OWNER S agents, or OWNER S employees, OWNER agrees to indemnify and save harmless CARRIER from such liability, expense, cost or attorney s fees. 12. In the event the CARRIER supplies the trailer unit for use in connection with any tractor unit of equipment and driver(s) supplied by the OWNER, OWNER shall be responsible and liable for all loss of or damage to, other than ordinary wear and tear, any such trailer or accessorial equipment, including the refrigeration unit and Revised 3/22/16 2

3 including any flat tires which occur while in the possession or custody of OWNER and OWNER will indemnify CARRIER against any loss an account thereof while being operated by OWNER, OWNER S employee, or OWNER S agent. 13. OWNER shall furnish, provide and pay all costs of operation (whether empty or loaded) which shall include, but not be limited to, the following, if and when they may be incurred: A. All motor fuel, oil, grease, tires, tubes and all equipment, accessories or devices required for the operation of the equipment in compliance with the rules and regulations of any regulatory body having jurisdiction over the operation of the equipment; B. All maintenance, costs, and repairs that may be needed for the operation of the equipment in a safe and efficient manner; C. All taxes and assessments, premiums and other payments due by reason of the payment by OWNER of wages or other earnings to his employees, and OWNER shall make such deductions and/or tax withholdings from such wages and shall file all reports with respect thereto as may be required; D. Licenses, pro-rate plates, combination plates, apportioned plates, fuel taxes, and any other tax payments with respect to the use or operation of all equipment furnished to CARRIER by OWNER as may be required by the States in or through which operations are conducted hereunder; provided, however, that such licenses, plates, bonds or taxes may be issued in the name of CARRIER to comply with state or federal laws or regulations and shown as such in all reports connected with such taxes or licenses (if CARRIER is authorized to receive a refund or credit for base plates purchased by OWNER but issued in the name of CARRIER, or if any such base plates are authorized to be sold by the CARRIER to another owner (Lessor), CARRIER shall refund to the OWNER a prorated share of the amount so refunded, credited or received); E. All fines and penalties arising out of the use of any equipment under the provisions of this agreement when the violation results from the acts or omissions of OWNER, OWNER S agents, or OWNER S employees; F. Non-trucking liability insurance (including bobtail and deadhead insurance) with unlimited radius of operation in the amount of not less than $1,000, combined single limit; G. Comprehensive insurance coverage for collision, fire and theft covering the equipment; H. Cargo insurance in the amount of not less than $250,000 and deductible amount of not more than $1,000; I. Worker s compensation insurance coverage as required by law; and J. All other expenses necessary for the operation of any equipment within the contemplation of this agreement, including, but not limited to, tolls, ferries, detention and accessorial services. OWNER is not required to purchase or rent any products, equipment, or services from CARRIER as a condition of entering into this agreement. 14. CARRIER shall maintain public liability and property damage insurance and cargo insurance covering any equipment which is actually being operated by OWNER for CARRIER hereunder; however, OWNER shall indemnify and be liable to CARRIER for any loss or damage to third persons or property which results from the operations of OWNER, OWNER S agents, or OWNER S employees. CARRIER may deduct the cost of any such loss or damage from the periodic settlements owed to OWNER; provided that CAARRIER shall first provide OWNER with a written explanation and itemization of any such deductions. OWNER shall provide certificates of insurance to CARRIER evidencing all required coverages. In the event CARRIER S insurance carrier shall assess any type of surcharge or additional premium attributable to OWNER S operations, employees, or equipment, such surcharge or additional premium shall be charged back to OWNER. 15. OWNER certifies, represents and warrants that all drivers of the equipment covered by this agreement have been examined by a duly qualified physician as required by the regulations of the Department of Transportation (D.O.T.) and agrees to furnish a copy of the physician s examination certificate to CARRIER. OWNER further acknowledges and agrees that a driver of the equipment must remain continuously qualified to hold a commercial driver s license under applicable D.O.T. regulations and that failure of any driver to qualify or remain qualified under such regulations shall be grounds for CARRIER to immediately disqualify said driver from thereafter operating any equipment pursuant to this agreement. 16. The driver or drivers of the Equipment shall be exclusively the OWNER and/or the employees of the OWNER. The OWNER, and only the OWNER, shall be the employer of himself and such additional driver(s) within the Revised 3/22/16 3

4 meaning of Section 3401 (d) of the Internal Revenue Code of 1986, or the corresponding provision of any superseding stature. The CARRIER shall nave no control over any funds it pays to the OWNER and such funds shall not be considered wages within the meaning of Section 3401 (a) of the Internal Revenue Code of 1986 or the corresponding provision of any superseding statue. At the option of the OWNER, the OWNER may personally operate the equipment or may at his own expense employ all necessary drivers, driver-helpers, and laborers, who shall be experienced, competent and qualified to carry out the work to be performed by the OWNER under this agreement. OWNER warrants that such driver(s) shall also be and remain qualified under and shall meet all requirements of applicable federal and state laws and municipal ordinances and the rules and regulations of the Department of Transportation, and any other regulatory authorities. Such owner-drivers, owner-employee-drivers, employee-drivers, driverhelpers, and laborers are understood to be employees of the OWNER rather than the CARRIER, and OWNER shall be solely responsible for the direction and control of such employees, including the selection, hiring, firing, supervising, directing, training, setting wages, hours, and working conditions, paying wages and adjusting the grievances of such employees, and withholding and paying assessments for taxes, social security, unemployment compensation and worker s compensation. OWNER shall be solely responsible for determining and paying for any and all fringe benefits, if any, for such employees, such as life insurance, health insurance, and pension or retirement benefits. Under no circumstances shall OWNER or OWNER S employees be entitled to participate in any benefit program which is available to CARRIER S own employees unless such participation is permitted under federal and state law without creating an employer-employee relationship between OWNER and CARRIER or between OWNER S employees and CARRIER. 17. It is agreed by the parties that OWNER assumes the responsibilities of an employer for the performance of work pursuant to this agreement and that OWNER has full and complete responsibility for all employees employed by him in the performance of all of his obligations under this agreement. OWNER agrees to acquire and maintain at his expense any workers compensation insurance as may be required by the provisions of applicable law as will fully protect OWNER and CARRIER from any and all claims under any such workers compensation act or employer s liability law. OWNER agrees to cause CARRIER to be named as an additional insured under any and all such policies. In no event shall CARRIER be held responsible for any liability of OWNER arising under any workers compensation act or employer s liability law. The policies of any such insurance shall include an agreement by the insurer to give CARRIER and OWNER thirty (30) days written notice of cancellation of or reduction of limits of such insurance, but any such cancellation or reduction shall not affect the obligations of OWNER to maintain such insurance. Any violation of any of the provisions of this paragraph shall result in the immediate termination of this agreement. 18. All maintenance records covering the equipment as may be required by the provisions and regulations of the Department of Transportation shall be forwarded by OWNER to CARRIER at the end of each calendar month during which this agreement remains in effect. All driver s logs and vehicle inspection reports shall be forwarded each day to CARRIER by OWNER as required by the Department of Transportation rules and regulations. Further, all notices of shortages or damage, seal records and other inspection reports shall be forwarded each day to CARRIER by OWNER. OWNER shall maintain accurate mileage records showing the miles traveled by each unit of equipment and any similar equipment furnished by CARRIER hereunder in each individual state and shall forward such records to CARRIER at the end of each calendar month during which this agreement remains in effect for the purpose of preparing reports of fuel tax, highway tax, ton mile tax, and for similar reporting purposes. 19. OWNER will affix or cause to be affixed on the units of equipment without expense to CARRIER such federal and/or state certificate and/or permit numbers and any such other identification as may be required of CARRIER or OWNER by any public authority. Any such identification shall be removed or obliterated from the equipment by OWNER and returned to CARRIER upon termination of this agreement for proper cancellation of the same and in accordance with the provisions of any law or regulation relating thereto. CARRIER shall not be obligated to pay any accrued lease payments on the equipment until CARRIER has verified by inspection of the equipment that all means of identification have been either obliterated therefrom or removed and returned to CARRIER. OWNER shall be responsible to CARRIER for any loss of any kind of character suffered by CARRIER which is caused by the failure of OWNER to return or obliterate such identification. Except as may be prohibited by the rules and regulations of the Department of Transportation pertaining to identifying marks and the leasing of equipment, the personal insignia of the OWNER may be placed on the equipment while the equipment is in service to the CARRIER under this agreement, provided that the equipment is also identified as being under lease to CARRIER. OWNER shall keep a copy of said agreement in each tractor unit of equipment covered by said agreement, as well as, an original signed copy in OWNER S place of business. Revised 3/22/16 4

5 20. In the event CARRIER is ever called upon to pay any of the OWNER S costs of operation or other obligations under this agreement, such payment shall be considered an expense advance to OWNER and CARRIER is hereby authorized to reimburse itself out of any monies due or becoming due to OWNER. Such costs of operation which may be charged back to OWNER and reimbursed to CARRIER by deduction from OWNER S settlements or otherwise, shall include, but not be limited to, the costs of fuel, oil, grease, tires, tubes, maintenance, repairs, parts, insurance, taxes, licenses, advances and charges for pickup and/or delivery service provided by CARRIER. CARRIER shall furnish OWNER with copies of any and all documents necessary to determine the validity of any chargeback item. 21. OWNER has the right to decline to accept a dispatch; however, in the event OWNER does accept a dispatch of lading tendered to him by CARRIER, OWNER warrants that the equipment is in good mechanical condition and his drivers meet the rules, regulations and requirements of all federal and state regulatory agencies. Further, with regard to all dispatches accepted by OWNER, the transportation service to be provided by OWNER shall be to promptly and properly pick up, transport and deliver on behalf of CARRIER such lading as CARRIER may specify, including the execution of all documents necessary to comply with all provisions of the agreement, and OWNER agrees to and will promptly, properly, and efficiently transport all such lading during the term of this agreement by such methods and in such manner as OWNER shall deem appropriate and necessary to accomplish the ultimate results desired by CARRIER. OWNER agrees that all commodities transported by him or his agents or employees are in good condition and of the exact number as specified on the bill of lading at the time OWNER, OWNER S agents or employees receive possession of the commodities, unless OWNER, his agents or employees specifically note on the bill of lading at the time of receipt thereof that the commodities are not in good condition or are not sufficient number. OWNER shall be liable to and shall reimburse CARRIER for the cost of any claim for delay or for the loss or shortage of, or damage to, cargo occurring while such cargo is in the custody or possession of OWNER, OWNER S agents, or OWNER S employees under the provisions of this agreement. 22. OWNER will collect and promptly remit to CARRIER all amounts paid to OWNER or his drivers by CARRIER S consignors or consignees for transportation charges or otherwise under CARRIER S shipping or billing documents. OWNER will be liable for any amounts which he fails to collect when so specified on the shipping or billing document, unless an officer or authorized employee of CARRIER gives OWNER written permission to deliver the shipment without the collection of the charges. 23. In the event OWNER is unable to effect shipment because of a breakdown of equipment, illness or for any other reason, and it is necessary for CARRIER to use another independent contractor or other person to effect the delivery, OWNER will be compensated for the portion of the transportation performed by him to the extent not paid to the substitute or independent contractor, but if the compensation to the substitute or independent contractor is greater than that which would have been due OWNER had he been able to effect shipment, OWNER will reimburse CARRIER the amount of the difference. In the event CARRIER provides pick up and/or delivery service and OWNER handles the line-haul portion of a move, CARRIER will make an appropriate chargeback to the OWNER based upon the mileage, time, and other circumstances of the pick up and/or delivery portion of the service provided by CARRIER. 24. OWNER shall give CARRIER immediate notice by telephone or in person, of any accident involving any equipment or any similar equipment of the CARRIER covered by this agreement, and written notice shall be given within twenty-four (24) hours of the occurrence of any such accident. Such notice shall contain all available information relating to time, place and circumstances of the accident; the names and addresses of any witnesses; and pictures of the accident scene. In addition, the OWNER agrees to report promptly to CARRIER any claims, losses or damages of any kind whatsoever which involve the vehicles and cargo covered by this agreement and to furnish CARRIER with such written reports, affidavits and other assistance as may be necessary to investigate, settle or litigate any claims or potential claims against CARRIER. 25. At the request of CARRIER, OWNER shall submit for CARRIER S inspection proof that OWNER carries all the insurance required by this agreement. If the OWNER purchases any insurance coverage for the operation of the equipment from or through CARRIER, CARRIER shall provide OWNER with a copy of each policy upon the request of OWNER. CARRIER shall provide OWNER with a certificate of insurance for each such policy purchased through CARRIER. Each certificate of insurance shall include the name of the insurer, the policy number, the effective dates of the policy, the amount and types of coverage, the cost to the OWNER for each type of coverage, and the deductible amount of each type of coverage for which the OWNER may be liable. Revised 3/22/16 5

6 26. Following the expiration of the first ninety (90) days of this agreement, either party may cancel this agreement upon fifteen (15) days written notice given to the other party. Either party may terminate this agreement immediately by oral notice, followed by written notice sent to the other party at his or its last known address, in the event the notified party has violated any of the substantive provisions of this agreement. Upon termination of this agreement for whatever cause or reason, including expiration of the term, the equipment shall then be redelivered to the OWNER. 27. In the event of termination of this agreement by either party, OWNER will deliver to CARRIER any and all bills of lading and other forms, advertising materials, and literature obtained by OWNER through or furnished by CARRIER, and licenses, registration plates, identifying insignia, cards or papers obtained by or on behalf of CARRIER in furtherance of the operation of OWNER S vehicles in the business of CARRIER. CARRIER shall have the right to defer partial or final settlement with OWNER until such time as OWNER shall have complied fully with all the applicable provisions of this agreement or to deduct the expenses to CARRIER arising out of any of the above described obligations. 28. In the event of termination of this agreement by either party, OWNER will be liable to and reimburse CARRIER for the full amount of any short rates or penalties resulting from the cancellation of any insurance coverage which has been purchased by or through CARRIER hereunder. 29. A waiver by one party of any breach of this agreement by the other party shall not constitute a waiver respecting any such future or other breach thereof, and this agreement shall continue in effect according to its provisions. 30. The relationship of the OWNER hereunder with respect to the CARRIER is that of an independent contractor and not that of an employee-employer. OWNER has the right, as an independent businessman, to conduct the operations required of him pursuant to this agreement in such a manner, and by such means and methods, including, but not limited to, selection of employees, routes of travel, equipment and accessories, as he sees fit, provided that the ultimate results of such operations meet the requirements and standards of the CARRIER and affected third parties. Neither party is the agent of the other and neither party shall have the right to bind the other by contract or otherwise, except as herein specifically provided. 31. OWNER acknowledges that its business and that of CARRIER are both subject to strict requirements of federal and state regulatory authorities, as will as the needs to consignors and consignees for whom transportation services are performed. In particular, the various references in this agreement to OWNER S professional qualifications; to the training, hiring and retention of qualified driver employees by OWNER; to numerous recordkeeping, reporting and safety standards; and to the requirements of consignor and consignees all reflect that the details of OWNER S work and operations hereunder (to the extent not subject to OWNER S direct control) are largely dictated by third parties not under CARRIER S control. Because the requirements and needs of governmental authorities, consignors and the general public are important to both parties, OWNER and CARRIER therefore agree to cooperate in areas of mutual interest and activity under this agreement. By way of example only, such areas include (1) driver recruitment and training; (2) compliance with work site health and environmental concerns of consignors and consignees; (3) testing, qualification and disqualification of drivers pursuant to applicable provisions of D.O.T. regulations; and (4) maintaining driver discipline necessary to insure that the pickup, transportation and delivery of goods under this agreement are performed in the manner required by affected third parties; provided, however, that CARRIER shall not attempt to dictate OWNER S hiring and employment practices or otherwise control the means by which OWNER operates its business, it being CARRIER S concern only that the aforementioned requirements and needs of third parties be met in carrying out the objectives of this agreement. 32. It is expressly understood and agreed between the parties that due to state and federal regulatory requirements this agreement is one for the exclusive dedication of the equipment by the OWNER for use only as contemplated hereunder and that OWNER, OWNER S employees, or OWNER S agents shall not utilize the equipment for any purposes other than those specified herein, nor shall the equipment be utilized to transport goods on behalf of OWNER, his agents or employees or for any other person or entity other than CARRIER. Violation of the terms of this paragraph shall be cause for immediate termination of this agreement. 33. If any section or sections or part or parts of sections of this agreement shall be held invalid for any reason whatsoever, the provisions of this agreement shall be void only as to such section, sections or part or parts of sections and this agreement shall remain otherwise binding between the parties hereto. Revised 3/22/16 6

7 34. It is expressly understood and agreed between the parties hereto that this agreement constitutes the entire lease agreement and that all verbal arrangements and agreements between the parties are incorporated in this agreement and that this agreement and all the provisions contained herein shall supersede, replace and take precedence over any prior agreement or agreements of similar character between the parties. This agreement, and all the provisions contained herein shall be interpreted according to the laws of the State of Texas. It is further understood and agreed by the parties that the terms of this agreement are performable in Boerne, Kendall County, Texas. EXECUTED in duplicate at Boerne, Kendall County, Texas on the day of, 20. COYNE, INCORPORATED By: OWNER: By: Revised 3/22/16 7

8 MEMORANDUM FROM COYNE, INC. RE: Substance Testing and Abuse Policy Applicable to Owner-Operators and their Employees OWNER-operators leasing equipment to COYNE, INC. are subject to the Federal Driver Qualification standards contained in 49 CFR Part 391. As enacted and enforced by the Department of Transportation, those various standards require disqualification of drivers who test positive for drugs or alcohol; who refuse to submit to mandatory tests for prohibited substances; or who do not remain medically or physically qualified to drive. It is therefore important to all of us to make sure that you and your drivers remain fully qualified to operate the equipment under our lease agreement. COYNE, INC. intends to strictly enforce applicable D.O.T. standards by promptly and permanently disqualifying any offending driver from performing under this lease agreement. Disqualification of an Owner-operator will result in immediate termination of our lease agreement. Continued employment by an owner-operator of a disqualified employee driver in another capacity, or reemployment of a driver after the applicable mandatory suspension period in Part 391, will be up to the owner-operator. COYNE, INC. will promptly notify the affected owner-operator when COYNE, INC. has determined that a violation of D.O.T. driver eligibility standards has occurred. Likewise, it is the owner-operator s responsibility to notify COYNE, INC. when the former is aware of any such violation so that the ineligible driver can be removed from service under the lease. This policy statement is intended to be an addendum to our standard owner-operator lease agreement. Accepted this day of, 20 Revised 3/22/16 8