1997-362AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES CONrRACT BETWEEN THE
CITY OF DENTON AND CARTER AND BURGESS FOR THE DESIGN OF THE
DRAINAGE FOR PHASE I EAGLE DRIVE IN THE AMOUNT OF $38,700 (RFSP #2110A -
EAGLE DRIVE PHASE I PROJECT), AND PROVIDING AN EFFECTIVE DATE
WHEREAS, Chapter 2254 of the Texa~ Government Code, known as the Professional
Services Procurement Act, provides that a City many not select a promder of professional
serwces on the basis of competitive bids but on the basis of demonstrated competence and
qualification and for a fau: and reasonable pnce,
WHEREAS, the professional fees under the proposed contract are consistent with and not
higher than the recommended practices and fees pubhshed by the applicable professional
association and do not exceed a maximum provided by law, and
WHEREAS, the City Council has provided m the City Budget for the appropriation of
funds to be used for the purchase of the serwces set forth m the proposed contract, NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the City Manager is hereby authorized to execute on behalf of the
City of Denton, Texas, as professional services contract, substantially the same as the contract
which ls attached hereto and made a part hereof for all purposed, that provides services relating to
Engmeenng Semces, as defined m Request for Sealed Proposal #2110A Eagle Drive Phase I
ProJect, with Carter and Burgess m the amount of $38,700 00
~ That the award of th~s contract Is one the basis of demonstrated
competence and qualifications of the provided of professional sennces under this contract and the
ability of such provider to perform the needed services for a fair and reasonable price
SECTION III. That th~s ordInance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the
J~I~ILLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
PROFESSIONAL SERVICES AGREEMENT
FOR DESIGN OF EAGLE DRIVE AND COLLINS STREET PAVING
AND DRAINAGE IMPROVEMENTS PHASE I
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT is made and entered into as of the //~'fJ'~ day of
~_~t4~/]7~fJf , 19 ~'7 , by and between the C~ty of Denton, Texas, a Texas mumc~pal
corporatron, wath ~ts pnnc~pal office at 215 East McI~hnney Street, Denton, Denton County, Texas
76201, hereinafter called "OWNER" and Carter and Burgess, Inc, wath ~ts corporate office at 7950
Elmbrook, Dallas, Texas, hereinafter called "CONSULTANT," acting hereto, by and through their
duly authorized representatives
WITNESSETH, that ~n cons~deratron of the covenants and agreements hereto contmned, the
parties hereto do mutually agree as follows
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts wath the CONSULTANT, as an ~ndependent contractor, and
the CONSULTANT hereby agrees to perform the services here~n m connectxon wath the Project as
stated m the sections to follow, with thhgence and in accordance wath the highest professional
standards customarily obtained for such servmes in the State of Texas The professional servxces
set out hereto are m connection wath the following described project
The ProJect shall include, wathout lln~tat~on, drmnage analys~s for dnunage system along
Eagle Drive from Avenue A and on downstream from ~ts outfall along concrete hne channel to ~ts
confluence wath Stream PEC-4, Drmnage on Colhns Street from Welch to US 377 wall also be
included, Traffic Analys~s for the ~ntersect~ons of Colhns Street at US 377, Bernard Street and
Welsh Street
SCOPE OF SERVICES
The CONSULTANT shall perform the following services ~n a professional manner
To perform all those services set forth ~n CONSULTANT's extub~ts which xs attached
hereto and made a part hereof as Exhibit "A" and "B" as ~f written word for word herem
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ADDITIONAL SERVICES
Addat~onal servmes to be performed by the CONSULTANT, ~f authorized by the OWNER,
whmh are not aneluded m the above-described Basae Services, are described as follows
A During the course of the ProJect, as requested by OWNER, the CONSULTANT will be
available to accompany OWNER's personnel when meeting wath the Texas Natural
Resource Conservation Commasston, U S Enwronmental Protection Agency, or other
regulatory agencaes The CONSULTANT will assast OWNER's personnel on an as-needed
basis in preparing comphance schedules, progress reports, and prowdmg general techmcal
support for the OWNER's eomphanee efforts
B Assastmg OWNER or contractor m the defense or prosecution of htlgatton in connection
wath or m addataon to those servmes contemplated by thas Agreement Such services, af any,
shall be furmshed by CONSULTANT on a fee basis negotmted by the respective partaes
outsade of and m addat~on to fins Agreement
C Sampling, testing, or analys~s beyond that specifically ~ncluded ~n Basic Services
D Preparing copaes of computer reded draftang (CAD) electromc data bases, drawings, or files
for the OWNER's use an a future CAD system
E Prepanng apphcat~ous and supporting documents for government grants, loans, or planmng
advances and prowdmg data for detmled apphcataons
F Appeanng before regulatory agancaes or courts as an expert witness an any htlgataon w~th
thud pames or eondenmataon proceedings arising from the development or constructaon of
the Project, including the preparation of engmeenng data and reports for assistance to the
OWNER
G Provadmg geotechracal mvemgataous for the sate, ~nclud~ng soft bonngs, related analyses,
and recommendations
PERIOD OF SERVICE
Tlus Agreement shall become effective upon execution of thas Agreement by the OWNER
and the CONSULTANT and upon xssue of a notate to proceed by the OWNER, and shall remmn in
force for the period wbach may reasonably be reqmred for the completion of the Project, ancludmg
Addataonal Servaces, af any, and any reqmred extensaons approved by the OWNER This
Agreement may be sooner tenmnated an accordance w~th the prowslons hereof Tame ts of the
essence m flus Agreement The CONSULTANT shall make all reasonable efforts to complete the
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services set forth hereto as expeditiously as possible and to meet the schedule established by the
OWNER, acting through its City Manager or his designee
COMPENSATION
A COMPENSATION TERMS
1 "D~rect Non-Labor Expense" ~s defined as that expense for any ass~gmnent incurred
by the CONSULTANT for supphes, transpormtmn and eqmpment, travel,
commumcat~ons, subsistence, and lodging away from home, and similar incidental
expenses ~n counectlon wtth that assignment
B BILLING AND PAYMENT For and m consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the lump
sums shown m Exbablt "A & B" which ~s attached hereto and made a part of flus Agreement
as if written word for word hereto, a total fee, mcluding reimbursement for d~rect non-labor
expenses not to exceed $38,700 00
Partial payments to the CONSULTANT vall be made on the bas~s of detmled monthly
statements rendered to and approved by the OWNER through its City Manager or bas
designee, however, under no e~rcumstanees shall any monthly statement for services exceed
the value of the work performed at the t~me a statement is rendered The OWNER may
w~thhold the final five percent (5%) of the contract amount until completion of the ProJect
Noflung contmned m flus Artmle shall reqmre the OWNER to pay for any work wbach ~s
unsatisfactory, as reasonably determined by the City Manager or bas designee, or wbach ~s
not submitted m comphance with the terms of tbas Agreement The OWNER shall not be
reqmred to make any payments to the CONSULTANT when the CONSULTANT is in
default under tbas Agreement
It ~s specifically understood and agreed that the CONSULTANT shall not be authorized to
undertake any work pursuant to flus Agreement wbach would reqmre addmonal payments
by the OWNER for any charge, expense, or reambursement above the maximum not to
exceed fee as stated, without first having obtmned written authorization from the OWNER
The CONSULTANT shall not proceed to perform the services hsted in Article III
"Addmonal Services," wathout obtalmng prior written authorization from the OWNER
A ADDITIONAL SERVICES For additional services authorized ~n writing by the OWNER
~n Artacle III, the CONSULTANT shall be prod based on the Schedule of Charges at an
hourly rate shown m Exhthlt "C" Payments for additional services shall be due and payable
upon subnusslon by the CONSULTANT, and shall be ~n accordance w~th subsection B
horeof Statements shall not be submitted more frequently than monthly
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A PAYMENT If the OWNER ftuls to make payments due the CONSULTANT for services
and expenses wathln sixty (60) days after receipt of the CONSULTANT's undisputed
statement thereof, the amounts due the CONSULTANT will be increased by the rate of one
percent (1%) per month from the said sixtieth (60th) day, and, in addition, the
CONSULTANT may, after giving seven (7) days' written not,ce to the OWNER, suspend
services under flus Agreement until the CONSULTANT has been prod in full all amounts
due for sermces, expenses, and charges, provided, however, nofinng herein shall reqmre the
OWNER to pay the late charge of one pement (1%) set forth herein if the OWNER
reasonably determines that the work is unsatisfactory, in accordance wath th~s Article V,
"Compensation"
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT wall exercise reasonable care and due diligence in dlscovenng and
promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT
or any subcontractors or subconsultants
OWNERSHIP OF DOCUMENTS
All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to flus Agreement are instruments of service, and shall
become the property of the OWNER upon the termination of fins Agreement The
CONSULTANT is entitled to retmn copies of all such documents The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to fins Project, and OWNER's
use of these documents in other projects shall be at OWNER's sole risk and expense In the event
the OWNER uses any of the information or materials developed pursuant to flus Agreement in
another project or for other purposes than specified herein, CONSULTANT is released from any
and all liability relating to their use in that project
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as an
employee of the OWNER CONSULTANT shall not have or cltum any right arising from
employee status
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INDEMNITY AGREEMENT
The CONSULTANT shall lndemmfy and save and hold harmless the OWNER and 1ts
officers, agents, and employees from and against any and all liability, claxms, demands, damages,
losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred
by the OWNER, and including, w~thout hmltatlon, damages for bodily and personal injury, death
and property damage, resultang from the negligent acts or omissions of the CONSULTANT or its
officers, shareholders, agents, or employees m the execution, operation, or performance of th~s
Agreement
Notinng ~n flus Agreement shall be construed to create a liability to any person who is not a
party to flus Agreement, and noflung herein shall wmve any of the part~es' defenses, both at law or
eqmty, to any clmm, cause of action, or ht~gat~on filed by anyone not a party to this Agreement,
including the defense of governmental munumty, winch defenses are hereby expressly reserved
INSURANCE
Dunng the performance of the services under flus Agreement, CONSULTANT shall
mmntmn the following insurance w~th an insurance company licensed to do business m the State of
Texas by the State Insurance Commlssmn or any successor agency that has a rating w~th Best Rate
Careers of at least an A- or above
Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and w~th property
damage hnuts of not less than $100,000 for each occurrence and not less than $100,000 in the
aggregate
Automobile Lminhty Insurance w~th bodily injury hm~ts of not less than $500,000 for each
person and not less than $500,000 for each accident, and with property damage limits of not less
than $100,000 for each acmdent
Worker's Compensatton Insurance in accordance vath statutory reqmrements, and
Employers' Liability Insurance with lumts of not less than $100,000 for each accident
Profass~onal Liability Insurance with ltmlts of not less than $1,000,000 annual aggregate
The CONSULTANT shall furmsh insurance cemficates or insurance policies at the
OWNER's request to evidence such coverages The insurance policies shall name the OWNER as
an additional insured on all such pohmes, and shall contmn a provis~on that such insurance shall not
be canceled or modified w~thout flurry (30) days' prior written nonce to OWNER and
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CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change
or cancellataon, serve substitute policies furmshlng the same coverage
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the dispute
to arbltrataon or other means of alternate dispute resolution, such as mediation No arbitration or
alternate dispute resolution arising out of or relating to flus Agreement, involving one party's
dasagreement, may include the other party to the dasagreement without the other's approval
TERMINATION OF AGREEMENT
Notwathstandmg any other provision of flus Agreement, e~ther party may terminate by
giving tlurty (30) days' advance written notme to the other party
This Agreement may be terminated an whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement No such termination will be
affected unless the other party is given (1) written notice (delivered by cemfied marl, return receipt
requested) of intent to terminate and se~ng forth the reasons specifying the non-performance, and
not less than tturty (30) calendar days to cure the fmlure, and (2) an oppormmty for consultation
w~th the terminating party prior to termination
If the Agreement is terminated pnor to completion of the services to be provided hereunder,
CONSULTANT shall anmedlately cease all services and shall render a final bill for services to the
OWNER wahan tlurty (30) days after the date of termlnaUon The OWNER shall pay
CONSULTANT for all services properly rendered and satisfactorily performed and for
retmbursable expenses to termination incurred prior to the date of termmataon, tn accordance w~th
Artacle V "Compensataon" Should the OWNER subsequently contract with a new consultant for
the continuation of services on the ProJect, CONSULTANT shall cooperate m provldtng
information The CONSULTANT shall mm over all documents prepared or fumtshed by
CONSULTANT pursuant to flus Agreement to the OWNER on or before the date of termination,
but may maintain copies of such documents for its use
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility
and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and
subconsultants for the accuracy and competency of thetr designs or other work, nor shall such
approval be deemed to be an assumptton of such responstbfllty by the OWNER for any defect in
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the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents,
and consultants
NOTICES
All notices, eommumcatlons, and reports reqmred or permitted under ttus Agreement shall
be personally dehvered or totaled to the respective part,es by depos~ttng same m the Umted States
mall to the address shown below, certified mini, return receipt requested, unless othervase specified
hereto Mmled not~ees shall be deemed commumcated as of three (3) days' mathng
To CONSULTANT To OWNER
Carter & Burgess, Inc C~ty of Denton
Alex Martmez, P E Jerry Clark, P E
Project Manager D~rector of Eng~neenng and
7950 Elmbrook Dr Transportation Dept
Dallas, Texas 75247-4951 C~ty Hall West
221 N Elm
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such not,ce ~s
given, or w~ttun three (3) days' mmhng
ENTIRE AGREEMENT
This Agreement, consisting of 10 pages and 3 ex}nblts, constitutes the complete and final
expression of the agreement of the partaes, and ~s intended as a complete and exclusive statement of
the terms of their agreements, and supersedes all prior contemporaneous offers, promises,
representations, negottattons, chscussmns, communications, and agreements which may have been
made in c0nnectaon w~th the subject matter hereof
SEVERABILITY
If any prowslon of ttus Agreement ~s found or deemed by a court of competent junsdmt~on
to be ~nvalld or unenforceable, it shall be considered severable from the remainder of this
Agreement and shall not cause the remamdar to be ~nval~d or unenforceable In such event, the
pames shall reform tbas Agreement to replace such smcken provision vath a valid and enforceable
provision whmh comes as close as possible to expressing the ~ntent~on of the stricken prows~on
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COMPLIANCE WITH LAWS
The CONSULTANT shall comply w~th all federal, state, and local laws, rules, regulations,
and ordinances applicable to the work covered hereunder as they may now read or hereinafter be
amended
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
agmnst any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap
PERSONNEL
A The CONSULTANT represents that it has or will secure, at its own expense, all personnel
required to perform all the services required under this Agreement Such personnel shall not be
employees or officers of, or have any contractual relattons w~th the OWNER CONSULTANT
shall inform the OWNER of any conflict of interest or potential conflict of interest that may
arise dunng the term of flus Agreement
B All serwces reqmred hereunder v~ll be performed by the CONSULTANT or under its
supervision All personnel engaged ~n work shall be qualified, and shall be authorized and
permitted under state and local laws to perform such services
ASSIGNABILITY
The CONSULTANT shall not assign any interest in flus Agreement, and shall not transfer
any interest m flus Agreement (whether by assignment, novation, or otherwise) w~thout the prior
written consent of the OWNER
MODIFICATION
No wmver or modification of th~s Agreement or of any covenant, condition, or hmltat~on
herein contmned shall be valid unless m writing and duly executed by the party to be charged
therewith, and no e~denee of any wmver or modification shall be offered or received m evidence in
any proceeding arising between the pames hereto out of or affecting this Agreement, or the rights
or obhgataons of the parties hereunder, and unless such wmver or modification is m writing and
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duly executed, and the part,es further agree that the provisions of tins section will not be waived
unless as set forth hereto
MISCELLANEOUS
A The following ex~b~ts are attached to and made a part of tl~s Agreement
Exhth:t A - Eagle Drive / Colhns Street Phase I - Drmnage Analysis Scope of Work
and Compensation
Exhflut B - Collins Street Phase I - Traffic Analysis Scope o£Work and Compensation
Exhthlt C - Professional Services Rate Structure
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the
final payment under ttus Agreement, have access to and the right to examine any dtrectly
pe~nent books, documents, papers, and records of the CONSULTANT lnvolwng
transactions relatmg to flus Agreement CONSULTANT agrees that OWNER shall have
access dunng normal worlang hours to all necessary CONSULTANT facdmes and shall be
provided adequate and appropriate working space in order to conduct audats m compliance
with tins section OWNER shall g~ve CONSULTANT reasonable advance notice of
intended audits
C Venue of any stat or cause of action under tlus Agreement shall lie exclusively ~n Denton
County, Texas Tbas Agreement shall be construed in accordance with the laws of the State
of Texas
D For the purpose of flus Agreement, the key persons who will perform most of the work
hereunder shall be fzom the Carter & Burgess Dallas office However, nothing hereto shall
hmlt CONSULTANT from using other qualified and competent members of its firm to
perform the services reqmred here~n
E CONSULTANT shall commence, carry on, and complete any and all projects with all
applmable chspatch, ~n a sound, economical, and efficient manner and in accordance w~th
the provisions hereof In accomphsbang the projects, CONSULTANT shall take such steps
as are appropriate to ensure that the work involved ~s properly coordinated with related
work being camed on by the OWNER
F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's thsposal
all avmlable information pertinent to the Project, including prewous reports, any other data
relative to the Project, and arranging for the access thereto, and make all provisions for the
CONSULTANT to enter m or upon public and private property as required for the
CONSULTANT to perform services under flus Agreement
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G The captions of flus Agreement are for mformat~onal purposes only, and shall not ~n any
way affect the substantive terms or conditions of th~s Agreement
1N WITNESS HEREOF, the C~ty of Denton, Texas has caused th~s Agreement to be
executed by ~ts duly authorized C~ty Manager, and CONSULTp21~T has execute,~t~ ~s ~A~ee?ent
lth~o2)~ ats duly authorized undersigned officer on th~s the [~t~ day of ~/g_Z~l/~5~r ,
CITY OF DENTON, TEXAS
IrED BENAVIDES, CITY MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
//
CONSULTANT
CARTE?/~~~_..~BURGESS, INC
PHIL DEATON, SR VICE PRESIDENT
WITNESS
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EXHIBIT A
EAGLE DRIVE / COLLINS STREET
PHASE I - DRAINAGE ANALYSIS
SCOPE OF WORK AND COMPENSATION
SCOPE.
A Perform ex~st~ng hydrologic analys~s for the watershed contributing stormwater runoff to
the tributary of PEC-4 Stream
B Conceptualize proposed storm sewer for
1 Eagle Drive from Ave A to outfall at the tnbutary
2 Colhns street from Welch Street to US377 and ~nclud~ng lateral runs to the Eagle
Drive system along Bernard Street and Cleveland Street
C~ty topographic base maps w~ll be used to schematically layout storm sewer ahgnment
and prehmmary p~pe s~zes w~ll be shown
C Perform hydrauhc backwater analys~s for subject tributary Th~s would include
estabhsh~ng
1 Ex~st~ng conditions water surface elevabons (WSEL) from the tnbutanes'
confluence w~th stream PEC-4 upstream to Eagle Drive,
2 Rewse ex~st~ng conditions WSEL by updating the starting WSEL at the
confluence w~th PEC-4 Downstream channel ~mprovements and culvert
~mprovements at Robertson/Bell street crossing are being designed by other
firms Their design w~ll determine th~s project's starbng WSEL The revised
ex~st~ng conditions backwater analyms w~ll be performed after the downstream
projects flnahze their WSEL's If the downstream projects change the WSEL's
after the rewsed ex~sbng cond~bons analys~s have been performed and add~bonal
rews~ons are required, those rews~ons w~ll be considered additional services,
3 Up to two (2) proposed conditions alternabves evaluabng ~mpact and location of
outfall of proposed storm sewer for Eagle Drive and Colhns Street One
alternative w~ll have the outfall just east of Myrtle Street and just north of the
Eagle Dnve R O W The other alternabve w~ll have the storm sewer routed along
Myrtle Street and Maple Street and outfalhng at Locust Street
D Issue technical memo recommending tributary ~mprovements and outfall location of
proposed storm sewer for Eagle Drive and Colhns Street Memo w~ll also recommend
soope and hm~ts for the preparation of construction documents for proposed storm
sewer described ~n Part B The technical memo w~ll also ~nclude esbmates of probable
construction cost for the various recommended ~mprovements and schematic base map
described ~n Part B
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E C~ty of Denton w~ll provide base maps, ex~st~ng plans, and field survey venficaflon such
as culvert flow hnes, channel cross secbons, street profiles, etc
Lump Sum Fee $35,000 00
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EXHIBIT B
COLLINS STREET
PHASE I - TRAFFIC ANALYSIS
SCOPE OF WORK AND COMPENSATION
SCOPE
A Perform s~gnahzed capacity analys~s at the ~ntersect~on of Colhns and US 377 using
ex~st~ng cycle lengths and phasing
B Perform s~gnahzed capacity analys~s at Colhns and US 370 allowing the computer
program to optimize the t~m~ng and phasing
C Perform uns~gnahzed capacity analys~s at the ~ntersecbons of Colhns at Bernard and
Colhns at Welch
D Using the results of the above analys~s, determine the appropnate geometncs to provide
a reasonable level of service
E Document the findings ~n a technical memo
F Prior to performing the above treff~c analys~s, the C~ty of Denton w~ll prowde
a m and p m hour turning movement counts at the following ~ntersect~ons
1 US 377 at Colhns Street
2 Colhns Street at Bernard
3 Colhns Street at Welch
24 hour d~rect~onal machine counts for a typical weekday at the following locations
1 Collins between A Street and Welch
2 Collins between Welch and Bernard
3 Colhns east of US 377
Lump Sum Fee $3,700 00
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EXHIBIT "C"
PROFESSIONAL SERVICES RATE STRUCTURE
Pnncipal $100 00/hour to $150 00/hour
ProJect Manager $80 00/hour to $100 00/hour
ProJect Engineer $65 00/hour to $90 00/hour
Office Surveyor $50 00/hour to $60 00/hour
Registered Surveyor $72 00/hour to $105 00/hour
Technician $45 00/hour to $75 00/hour
Field Party (3 man) $95 00/hour to $100 00/hour
Field Party (2 man) $70 00/hour to $80 00/hour
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