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HomeMy WebLinkAboutOCSD 17-02RESOLUTION NO. OCSD 17-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZING THE GENERAL MANAGER TO ENTER INTO AN AGREEMENT WITH THE CALIFORNIA ALLIANCE FOR SEWER SYSTEM EXCELLENCE MEMBER AGENCIES FOR COST-SHARING REIMBURSEMENT FOR APPROVED AGENCY-ADMINISTERED PROJECTS. The Board of Directors of the Orange County Sanitation District ("District") does hereby find: WHEREAS, in 2011, the Sacramento Area Sewer District (SASD) led the formation of the California Alliance for Sewer System Excellence (GASSE) with a vision to reduce sanitary sewer overflows, protect surface waters, help further develop the workforce, and to drive performance up and costs down through development and implementation of sewer collection system best practices; and WHEREAS, GASSE is large group consisting of approximately a third of the largest sewer agencies in California, that manage, operate, and maintain public sewers; and WHEREAS, the District is a co-founder of GASSE and has been a leader in the organization since 2012; and WHEREAS, CASSE's capacity to drive industry improvements is limited due to a lack of resources since it is not a legal entity and has no funding, and thus, its output is a product of volunteer work by employees of its member agencies; and WHEREAS, CASSE's member agencies ctesire to engage consultant assistance to implement and share in the costs of efforts necessary for realizing goals of GASSE; and WHEREAS, a cost-sharing reimbursement agreement will allow GASSE to engage consultants, contractors, and other resources for providing support for GASSE studies or other activities of mutual interest. SASD will lead the effort on behalf of GASSE and the District will only be responsible for projects that may benefit the District and may opt out of any GASSE project prior; and WHEREAS, as a GASSE member agency, the District must agree to participate in the cost sharing reimbursement program in which the shared project cost is based on sewer size, and the District has the opportunity to approve of or opt out of specific projects prior to committing funds which should not exceed $6,000 per project; and 1204038.l OCSD 17-02-1 WHEREAS , the District is not obligated to participate in this effort but participation ensures the District has access to shared information and work product at a reduced rate . NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1: The above recitals are true and correct and are incorporated herein by reference . Section 2 : That the General Manager, or his designee, be, and is hereby authorized and directed, to enter into an agreement with the California Alliance for Sewer System Excellence member agencies for cost -sharing reimbursement for agency-administered projects . Section 3: That the General Manager, or his designee, be, and is hereby authorized and directed to review the projects proposed by CASSE and approve of projects which may be beneficial to the Orange County Sanitation District and update the Board annually regarding the status of all CASSE projects. Section 4: The Clerk of the Board shall certify to the adoption of this Resolution. PASSED AND ADOPTED at a regular meeting of the Board of Directors held February 22, 2017 . 1204 038.1 e Board unty Sanitation District Board Chairman Orange County Sanitation District OCSD 17 -02-2 STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) I, Kelly A Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 17-02 was passed and adopted at a regular meeting of said Board on the 22nd day of February 2017, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: Barnes; Beard (Alternate); Bernstein; Collacott; Deaton; Delgleize; Ferryman; Hawkins; Kim; Krippner; Nagel; Parker; Peotter; Sebourn; Shaw; Shawver; F. Smith; M . Murphy (Alternate); Steel; Wagner; Wanke; Withers; and Yarc None None R. Murphy and Tinajero IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 22nd day of February 2017. 1204038. J Kel y A re Clerk oft e Board of Directors Orange County Sanitation District OCSD 17-02-3 SACRAMENTO AREA SEWER DISTRICT UY1~(\(..U \U ~~~r ~((y\. Contract No. 80000079 COST-SHARING REIMBURSEMENT AGREEMENT WITH MEMBER AGENCIES OF THE CALIFORNIA ALLIANCE FOR SEWER SYSTEM EXCELLENCE THIS AGREEMENT is made and entered into on this day of ______ _ 2017 by and between signatory members of the CALIFORNIA ALLIANCE FOR SEWER SYSTEM EXCELLENCE ("CASSE"), a California inter-municipal wastewater collection alliance, (collectively "AGENCIES " or "PARTIES," individually "AGENCY" or "PARTY"). RECITALS WHEREAS, CASSE was formed to supply expertise and facilitate collaboration to improve the efficiency of California wastewater collection utilities, as well as collaborate on projects of mutual interest, share information for the protection of water quality , and improve wastewater collection and conveyance system maintenance and operation; and WHEREAS, wastewater collection utilities desiring to join CASSE as member agencies must meet membership criteria to obtain membership privileges; and WHEREAS, the AGENCIES desire to implement a contract administration service as part of CASSE membership privileges for AGENCY collaboration on projects of mutual interest and benefit; and WHEREAS , the SACRAMENTO AREA SEWER DISTRICT, a county sanitation district pursuant to and operating under the authority of the County Sanitation District Act, commencing at Health and Safety Code section 4 700 ("SASD") offers to lead, facilitate , and administer solicitation, acquisition, and financing efforts for consulting service projects that may benefit AGENCIES ; and WHEREAS , AGENCIES agree that funding for projects of mutual interest and the associated contract administration service should be equitably shared by the AGENCIES choosing to participate on a project ("PARTICIPATING AGENCIES "); and WHEREAS , the AGENCIES desire to enter into thi s Agreement on the terms and conditions s et forth herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth , the AGENCIES agree as follow s : 1. PURPOSE SASD will provide administrative services on behalf of AGENCIES , and AGENCIES may participate in mutual interest projects as described in Exhibit A , which is attached hereto and incorporated herein. Page 1of7 Contract No. 80000079 2. TERM This Agreement shall be effective and commence as of the date first written above, and shall end on June 30, 2020. 3. NOTICE Any notice, demand, request, consent, or approval that any party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail, addressed as follows: TO SASD: Sacramento Area Sewer District 8521 Laguna Station Rd. Elk Grove, CA 95758 Attn: Contracts Payment Desk TO NON-SASD AGENCIES: SEE CONTACT INFORMATION FOUND ON SIGNATURE PAGES Any party may change the address to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address to the other party, which shall be effective upon receipt. 4. GOVERNING LAWS AND JURISDICTION This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California. Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California. 5. OWNERSIDP OF WORK PRODUCT All technical data, evaluations, plans, specifications, reports, documents, or other work products obtained through projects managed pursuant to this Agreement shall be the exclusive property of SASD and each project's respective PARTICIPATING AGENCIES. AGENCIES not participating in a project will have no rights in the development of the project's work product or deliverables. PARTICIPATING AGENCIES may retain copies thereof for their files and internal use, and may share these copies with other AGENCIES who did not participate. Publication, by any AGENCY, for monetary gain of any information directly derived from work performed pursuant to this Agreement must first be mutually approved in writing by the project's PARTICIPATING AGENCIES. 6. INSURANCE Each AGENCY, at its sole cost and expense, shall carry insurance--or self-insure --its activities in connection with this Agreement, and obtain, keep in force, and maintain insurance or equivalent programs of self-insurance for general liability, workers compensation, property, professional liability, and business automobile liability adequate to cover its potential liabilities hereunder. Each party agrees to provide the other thirty (30) days advance written notice of any cancellation, termination, or lapse of any of the insurance or self-insurance coverages. Failure to maintain insurance as required in this Agreement is a material breach of contract and is grounds for termination of the Agreement. Page 2 of7 Contract No. 80000079 7. INDEMNIFICATION To the fullest extent permitted by law, each of the AGENCIES shall indemnify, defend, and hold harmless each of the other AGENCIES, their respective governing boards, officers, directors, officials, employees, and authorized volunteers and agents from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively "Claims"), including cost of defense, settlement, arbitration, and reasonable attorneys' fees resulting from injuries to or death of persons, including but not limited to employees of either AGENCY hereto, and damage to or destruction of property, or loss of use thereof, including but not limited to the property of any AGENCY hereto, arising out of, pertaining to, or resulting from the alleged or actual negligent acts or omissions of the respective governing boards, officers, directors, officials, employees, volunteers, agents, or contractors of the indemnifying AGENCY. It is the intention of the AGENCIES that the provisions of this indemnity be interpreted to impose on each AGENCY responsibility to the other for the negligent acts and omissions of their governing boards, officers, directors, officials, employees, volunteers, agents, or contractors. It is also the intention of the AGENCIES that where comparative fault is determined to have been contributory principles of comparative fault will be followed, and each AGENCY shall bear the proportionate cost of any Claims attributable to the fault of that AGENCY, its governing board, officers, directors, officials, employees, volunteers, agents, or contractors. This indemnity shall not be limited by the types and amounts of insurance or self- insurance maintained by the AGENCIES. Nothing in this Indemnity shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party. The provisions of this Indemnity shall survive the expiration or termination of the Agreement. 8. COST SHARING, COMPENSATION AND PAYMENT OF INVOICES SASD will submit project reimbursement invoices on a quarterly basis and at the end of the project to PARTICIPATING AGENCIES according to the weighted cost sharing formula as described in Exhibit A. PARTICIPATING AGENCIES payments to SASD must be made within 90 days of invoice date. Compensation by each AGENCY per project shall be limited to the Per Project Maximum Payment Amount as set forth in Exhibit B, or Exhibit B as modified. 9. PROJECT PROPOSALS SASD will circulate project proposals to the AGENCIES for review, discussion, and comment. AGENCIES interested in participating in a project will respond timely and comprehensively to project scope development. AGENCIES not interested in participating will indicate such at the earliest opportunity. Page 3 of7 Contract No. 80000079 10. AMENDMENT AND WAIVER Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by all AGENCIES. Modifications to an AGENCY'S Per Project Maximum Payment Amount as set forth in Exhibit B shall be valid ifmade in writing and signed by the AGENCY requesting the change and SASD. If such an amendment is made, an amended Exhibit B shall be provided to the PARTIES. Addition of a CASSE member as a party to this Agreement shall be valid if made in writing and signed by SASD and the joining CASSE member. Waiver by any party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. 11. SUCCESSORS This Agreement shall bind the successors of the AGENCIES in the same manner as if they were expressly named. 12. INTERPRETATION This Agreement shall be deemed to have been prepared equally by all PAR TIES, and the Agreement and its individual provisions shall not be construed or interpreted more favorably for any one party on the basis that another party prepared it. 13. DISPUTES In the event of any dispute arising out of or relating to this Agreement, the PARTIES shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of any such dispute, AGENCIES shall continue without delay to carry out all their responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. SASD shall not be required to make payments for any services that are the subject of a dispute resolution process until such dispute has been mutually resolved by the PARTIES. If the dispute cannot be resolved within 15 calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the PARTIES in writing, any PARTY may pursue its available legal and equitable remedies, pursuant to the laws of the State of California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, state and federal law. 14. TERMINATION A. Any AGENCY may terminate their participation in this Agreement without cause upon fifteen (15) days written notice to the other PARTIES. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by SASD to any AGENCY and it is later determined that the AGENCY was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (A). B. Any AGENCY may terminate or amend their participation in this Agreement immediately upon giving written notice to the AGENCIES, 1) if advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to SASD is suspended or delayed; Page 4 of7 Contract No. 80000079 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in the AGENCY'S yearly proposed and/or final budget are not appropriated for this Agreement or any portion thereof; or 4) if funds that were previously appropriated for this Agreement are reduced, eliminated, and/or re-allocated by the AGENCY as a result of mid-year budget reductions. C. If this Agreement is terminated by SASD or any AGENCY under paragraph (A) or (B) above SASD shall not incur any expenses relating to the terminating AGENCY under this Agreement after notice of termination and shall cancel any outstanding expenses and obligations to a third party attributable to the terminating AGENCY that SASD can legally cancel. D. If this Agreement is terminated under paragraphs (A) or (B), above, SASD shall be reimbursed for authorized and approved services performed prior to the termination date in accordance with the provisions of the Cost Sharing, Compensation and Payment of Invoices provision of this Agreement. 15. SEVERABILITY If any term or condition of this Agreement or the application thereof to any person( s) or circumstance is held invalid or unenforceable, such invalidity or unenforceability shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable. 16. FORCE MAJEURE No AGENCY shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such PAR TY. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, acts of government (excepting acts of the PARTIES to this Agreement), fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of any PAR TY or third parties (except as otherwise specifically provided herein). 17. SURVIVAL OF TERMS All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination ofthis Agreement shall so survive. 18. DUPLICATE COUNTERPARTS This Agreement may be executed in multiple counterparts. The Agreement shall be deemed executed when it has been signed by all AGENCIES. Any CASSE members that desire to opt in as participants to this AGREEMENT may do so in the future by: Page 5 of7 Contract No. 80000079 • Obtaining concurrence of SASD representative • Providing SASD a resolution of the AGENCY'S governing body authorizing inclusion to this Agreement • Signature to this AGREEMENT by an authorized representative of the AGENCY 19. AUTHORITY TO EXECUTE Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement for or on behalf of the PARTIES to this Agreement. Each PARTY represents and warrants to the other that the execution and delivery of the Agreement and the performance of such PAR TY'S obligations hereunder have been duly authorized. (SIGNATURE PAGE FOLLOWS) Page 6 of7 Contract No. 80000079 IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be duly executed as of the day and year first written above. SACRAMENTO AREA SEWER DISTRICT, a county sanitation district pursuant to and operating under the authority of the County Sanitation District Act, commencing at Health and Safety Code section 4700 By: ____________ _ Prabhakar Somavarapu, District Engineer Date: ___________ _ Agreement Approved by the Board of Directors with Authority Delegated to the District Engineer to execute the Agreement on behalf of SASD. Agenda Date: ________ _ Item Number: ________ _ Resolution No.: -------- By: -------------~ Sarah Britton District Counsel AGENCY, a California municipal wastewater collection agency James D. Herberg, eral Manager Orange ounty Sanitation District r , Clerk of the Board ty Sanitation District Date: _fJ..____.:_/_~____.:_/_JC{-___ _ Date: -------- Prepared by: ________________ _ Katherine E. Manne, Senior Contract Services Officer Internal Services Department Sanitation Districts Agency Phone: (916) 876-6074 Page 7 of7 \ Contract No. 80000079 EXHIBIT Ato COST-SHARING REIMBURSEMENT AGREEMENT WITH MEMBER AGENCIES OF THE CALIFORNIA ALLIANCE FOR SEWER SYSTEM EXCELLENCE PROJECT ADMINISTRATION AND COST-SHARING APPROACH A. Initiation 1. Any AGENCY or group of AGENCIES can propose a project. 2. AGENCIES prepare and submit a description of the proposed project and estimated costs to SASD. 3. SASD reviews and circulates the project proposal to all AGENCIES for comment. 4. Once comments to the project proposal are received and reviewed, SASD will assist the proposing AGENCY or group of AGENCIES with finalizing the project proposal and cost estimate. B. Approval and Funding 1. CASSE chairperson (CHAIR) will solicit AGENCIES to participate in the proposed project's cost-sharing by sending out the final project proposal and a letter of intent. 2. All AGENCIES interested in being PARTICIPATING AGENCIES will have fifteen (15) business days to sign and return the Letter oflntent for project participation. The letter may only be signed by a representative of AGENCY authorized to do so. 3. CHAIR will issue a final Cost Share Summary Sheet to each AGENCY returning a Letter oflntent indicating each interested AGENCY'S percentage of estimated costs. Funding percentages are based on methodology described in Exhibit C. 4. Each interested AGENCY has fifteen (15) business days to sign the final Cost Share Summary Sheet ("Sheet") and return such to SASD. The Sheet may only be signed by a representative of AGENCY authorized to do so for the estimated cost share amount. SASD may request documents supporting the AGENCY representative's authority to commit such funds. The signed sheet commits each participating AGENCY to fund the indicated percentage of the total project costs, including administrative fees paid to SASD of three percent (3%) of the final project costs. Those AGENCIES executing the Cost Share Summary Sheet are known as PARTICIPATING AGENCIES. 5. In the event an Agency terminates the agreement due to funding constraints as specified by Article 14 -Termination, Section A or B, the cost-sharing formula will be applied for re-distribution of un-invoiced costs to remaining Participating Agencies on any given project impacted by the termination. 6. The project next moves to the Procurement Phase. EXHIBIT A Page 1of3 ContractNo. 80000079 C. Procurement 1. PARTICIPATING AGENCIES assign a team to develop Request for Proposals (RFP). When using an existing contract the team negotiates the scope of work and fee with the consultant, and then the project moves to the Management Phase. 2. SASD releases the RFP once agreed upon by PARTICIPATING AGENCIES. Responses must be in electronic format so they can be reviewed remotely. The PARTICIPATING AGENCY team reviews proposals and selects a winning consultant. 3. PARTICIPATING AGENCIES negotiate a proposed contract with the consultant. 4. SASD secures SASD Board of Directors approval of consultant agreement. 5. The Project next moves to the Management Phase. D. Management 1. As part of its contract administration duties, SASD will supply the Project Manager; other tasks may be assigned by other PARTICIPATING AGENCIES. 2. Project decisions will be made by the PARTICIPATING AGENCIES. SASD will then provide written direction to the Consultant. 3. Changes in scope of work, schedule, and cost will be agreed upon by the PARTICIPATING AGENCIES. Decision-making will be done by consensus when possible. If the PARTICIPATING AGENCIES are unable to come to consensus the decision will be made by majority vote. 4. SASD will pay Consultant invoices as required by the Consultant agreement. 5. SASD will prepare quarterly billing and invoice each PARTICIPATING AGENCY their fair share of project costs to date plus the administrative fee. 6. Upon project completion and receipt of final invoice from Consultant, SASD will prepare final billing and invoice each PARTICIPATING AGENCY any remaining fair share of project costs and the administrative fee. E. Cost-sharing Methodology 1. PARTICIPATING AGENCIES are assigned points as follows: Size Micro Small Medium Large Mega Miles of Pipe 0-19 20-199 200-999 1,000-2,999 2: 3,000 (including laterals) Cost share 1 10 60 200 500 points 2. The sum of all PARTICIPATING AGENCIES' points is totaled. Each PARTICIPATING AGENCY'S project cost share percentage is calculated by dividing that PARTICIPATING AGENCY'S points by the total number of points for all P ARTICPATING AGENCIES. EXHIBIT A Page 2of3 Contract No. 80000079 3. The same methodology is used to calculate each PARTICIPATING AGENCY'S share of the administrative fee. Please refer to Exhibit C for an example of the Project Cost Sharing Worksheet. EXHIBIT A Page 3of3 Contract No. 80000079 EXHIBITBto COST-SHARING REIMBURSEMENT AGREEMENT WITH MEMBER AGENCIES OF THE CALIFORNIA ALLIANCE FOR SEWER SYSTEM EXCELLENCE PER PROJECT MAXIMUM PAYMENT AMOUNT Except as otherwise provided herein, each AGENCY, utilizing the size category identified by calculating its miles of AGENCY pipe in Exhibit A , is authorized to sign and return a Letter of Intent and a Cost Share Summary Sheet, or amendments thereto, as a PARTICIPATING AGENCY for a project in an amount not to exceed: Size Per Project Maximum Payment Amount Micro $1,000 Small $1,000 Medium $6,000 Large $20,000 Mega $50,000 EXHIBITB Project Name: Estimated Project Cost: CASSE Agencies Mega~3;000rilili!s] Agency 1 Agency 2 Agency3 .targa~miles} Agency4 Agency5 Agency6 Agency7 Agency8 Agency9 Agency 10 MeclilimfZOIP.l!l!hDilesJ Agency 11 Agency 12 Agency 13 Agency 14 Agency 15 Agency16 Agency 17 Agency 18 Agency 19 Agency20 Agency 21 Agency22 ~niilllpo:..S'lilifeS) Agency 23 Agency24 ~~19~. Agency25 Totals EXHIBITCto COST-SHARING REIMBURSEMENT AGREEMENT WITH MEMBER AGENCIES OF THE CALIFORNIA ALLIANCE FOR SEWER SYSTEM EXCELLENCE EXAMPLE PROJECT COST SHARING SHEET Example 1 $ !15,000.00 Size Participant? Factor l=yes/O=no 500 .· 500 1 500 0 500 1 200 200 0 200 0 200 0 200 1 200 0 200 0 200 1 6(J ·. .. 60 0 60 1 60 0 60 0 60 0 60 1 60 0 60 0 60 0 60 1 60 0 60 0 10 .. 10 0 10 1 1 1 1 EXHIBITC Page 1of1 Admin fee% Admin fee Points 500 0 500 0 0 0 200 0 0 200 0 60 0 0 0 60 0 0 0 60 0 0 0 10 1 1591 % Share 31.43% 0.00% 31.43% 0.00% 0.00% 0.00% 12.57% 0.00% 0.00% 12.57% 0.00% 3.77% 0.00% 0.00% 0.00% 3.77% 0.00% 0.00% 0.00% 3.77% 0.00% 0.00% 0.00% 0.63% 0.06% 100.00% 3% $ 2,850 Cost Share Project Ad min Total •. $ 29,855 $ 896 $ 30,751 $ -$ -$ - $ 29,855 $ 896 $ 30,751 $ -$ -$ - $ -$ -$ - $ -$ -$ - $ 11,942 $ 358 $ 12,300 $ -$ -$ - $ -$ -$ - $ 11,942 $ 358 $ 12,300 $ -$ -$ - $ 3,583 $ 107 $ 3,690 $ -$ -$ - $ -$ -$ - $ -$ -$ - $ 3,583 $ 107 $ 3,690 $ -$ -$ - $ -$ -$ - $ -$ -$ - $ 3,583 $ 107 $ 3,690 $ -$ -$ - $ -$ -$ -, . $ -$ -$ - $ 597 $ 18 $ 615 $ 60 $ 2 $ 62 $ 95,000 $ 2,850 $ 97,850