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PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made this 3! day of f\1a.v-c...h 19 'iS" between the CITY OF MOSCOW,--;;--municipal corporQtion ;fthe -staP' of Id;h< (hereinafter referred to as the "City"}, and the HUMANE SOCIETY OF THE PALOUSE, INC., a non-profit corporation, P 0 Box 8847, Moscow, ID 83843 (hereinafter referred to as the "Society"). RECITALS WHEREAS, the City has, pursuant to its police power, enacted ordinances and procedures for the control of animals and welfare of animals within the city limits; and WHEREAS, the City employs a part-time animal control officer for the enforcement of animal control ordinances; and WHEREAS, the City has taken steps to construct a new animal shelter facility (hereinafter referred to as the "Facility") for the care of lost and stray animals; and WHEREAS, the City lacks sufficient personnel to adequately staff and administer the operations of the proposed Facility; and WHEREAS, the Society operates an animal shelter pursuant to lease on formerly city owned property (the "Humane Society Building") ; and WHEREAS, said "Humane Society Building" was constructed at the cost of the Society and is being displaced in favor of the new use of the formerly city-owned property as a site for a low income housing development; and WHEREAS, said lease has been terminated through the mutual consent of the parties; and WHEREAS, the Society desires to provide staff and administrative personnel to the City for the operations of the proposed Facility for a consideration; and WHEREAS, the City Council finds it to be in the best interests of the citizens of the City to agree with the Society to provide certain staffing and administrative services to the City fur the operations of the proposed Facility; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS PERSONAL SERVICES AGREEMENT PAGE 1 95-31 ---PAGE BREAK--- ARTICLE I. SOCIETY'S RESPONSIBILITIES For consideration provided by the City, the Society agrees to provide the following services. A. The Society is hereby authorized to assume the day to day management and operation of the Facility and to operate such Facility consistent with the City's obligations to provide animal control services and in accordance with best practices and to standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement B. The Society shall provide impoundment and kennel services, including sustenance for each animal delivered to the Facility by the City of Moscow Animal Control Officer or other City personnel. C The Society shall impound each licensed or unlicensed dog placed at the Facility by the City of Moscow Animal Control Officer or other City personnel for a minimum period of six ( 6) days, excluding weekends and holidays, in order to allow sufficient time for the dog to be claimed by its owner, PROVIDED that the City may specifY that the dog may be held for a longer or shorter period of time, for purposes including, but not limited to, quarantine or euthanization. After the applicable impoundment period has elapsed, the dog may be adopted, sold or euthanized according to the standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement However, the number of dogs held at the Facility shall not exceed maximum standards of occupancy in accordance with the Humane Society of the United States guidelines, PROVIDED that the Chief of Police may grant permission to exceed such limitations for specified periods of time to meet special circumstances. Such permission shall be made in writing Nothing in this paragraph shall relieve the Society of the obligation to take all licensed or unlicensed dogs brought to the Facility by the City of Moscow Animal Control Officer or other City personnel. D. In the event that such dog is claimed by its owner, the Society shall, prior to release of such dog to the owner: 1. Collect from such owner, if applicable, the fine as required by the City, associated with such dog running at large; and 2. Collect from the owner any license fee for such dog as required by the City. The Society shall issue a City license to all dogs adopted by City residents, and shall collect the costs of such license from such resident; and PERSONAL SERVICES AGREEMENT PAGE2 ---PAGE BREAK--- 3. Collect from the owner any fees for the collection and care of such dog, as such fees are established from time to time by the City CounciL E. The Society may collect from the owner, in addition to the fine assessed by the City, an amount of no more than ten percent ( 10%) of the fine amount, which additional amount shall remain the property of the Society F. The Society shall faithfully account to the City for all city-assessed fees, fines, or other moneys collected at the Facility. Such fees, less. the amounts set forth in Article L shall remain the property of the City The Society may charge fees for adoption of animals, which fees shall remain the property of the Society. G. The Society shall be responsible for the kennel services costs of animals donated or brought to the Facility. Kennel services costs shall include all costs of care of such animals, including, but not limited to food, kennel cleaning supplies, ordinary veterinary care, and grooming. The City shall be responsible for extraordinary veterinary care of dogs brought to the Facility by City personnel, provided that the Society shall, as a condition precedent, advise the City of the necessity of such extraordinary veterinary care and obtain City approval for such extraordinary veterinary care. For purposes of this section, "extraordinary veterinary care" shall be defined as veterinary care that is necessary to preserve the health of such dog and which exceeds fifty dollars ($50.00) in cost H. The Society shall be responsible for the costs of euthanization of any animals not brought to the Facility by City personnel or at the direction of the City. L The Society shall make detailed reports to the Chief of Police detailing all services provided to the City by the Society. Such reports shall include, but not be limited to 1. The date animals are brought to the Facility, including the name or names of the person( s) bringing the animal into the Facility; 2. The type of animal and description; 3. The general facts and circumstances regarding such animal; and 4. Documentation of City funds expended or received by the Society. Such documentation shall not be deemed to require the Society to provide documentation of the actual expenses of each individual animal brought to the Facility by the City. J. The Facility may accept animals for sheltering from persons or entities other than the City, but the Facility shall give first priority for sheltering of animals brought to the Facility by City personneL PERSONAL SERVICES AGREEMENT PAGE 3 ---PAGE BREAK--- K. The Society and the City shall employ good public relations techniques and shall treat the public courteously in discharging services pursuant to this Agreement L. The Society shall recommend any changes in the City's policies, procedures or ordinances to the City Council on at least an annual basis. ARTICLE II. COMPENSATION A For services rendered by the Society pursuant to this Agreement, the City shall pay to the Society Twenty-Five Thousand Dollars ($25,000.00) per annum for each year of the term of this Agreement, subject to automatic increases as set forth in Article II(B). Such compensation shall be paid to the Society in twelve (12) equal installments. B. Modification of Compensation Amount The compensation to be paid the Society by the City as defined in Article ILA may be adjusted for the second and subsequent years of the term hereof to reflect changes in the Society's cost of operations, as reflected by fluctuations in the Consumer Price Index as published in the Survey of Current Business as published by the U.S. Department of Commerce, Bureau of Economic Analysis. Every year the compensation shall be adjusted for each ensuing year in a percentage amount equal to Eighty percent (80%) of the net percentage change of the Consumer Price Index, for the prior one year period ARTICLE Ill. CITY'S RESPONSIBILITIES A. Upon impoundment of licensed dogs brought to the Facility by the Animal Control Officer or other city personnel, the Animal Control Officer shall immediately notifY the owner thereof B. The City shall provide input to the Society regarding the method of operation of the Facility, provided that City policy shall also be guided by the standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement. C The City shall be responsible for the costs of euthanization of any animals brought to the facility by City personnel, or at the direction of the City, and for the disposal of such euthanized animals. PERSONAL SERVICES AGREEMENT PAGE4 ---PAGE BREAK--- ARTICLE IV. FACILITY HOURS/ACCESS The Society shall provide public access to the Facility no less than four hours per day, excluding Sundays and City recognized holidays. City personnel shall have twenty-four hour access to the Facility. ARTICLE V. BUILDING MAINTENANCE The parties shall perform repair and maintenance on the Facility in accordance with the following delegation of responsibilities. A Responsibilities Delegated to the City I. The City shall be responsible for exterior maintenance of the Facility and major repairs to the Facility, including but not limited to repair, maintenance or replacement of fixed building equipment, HV AC, roof and plumbing; and repair and replacement of sidewalks and water, sewer and irrigation lines appurtenant to the Facility. The City shall also be responsible for painting the Facility. 2. The City shall be responsible for water, sewer, electric and garbage services costs for the Facility. 3. The City shall be responsible for snow removal from the Facility parking lot. B. Responsibilities Delegated to the Soci51Y I. The Society shall be responsible for performing general maintenance to the interior of the Facility, including but not limited to replacement of light bulbs, cleaning of carpets and other general janitorial and maintenance servrces. 2. The Society shall not be responsible for maintenance to the exterior of the Facility, other than the following, which shall be the responsibility of the Society mowing, weeding, irrigation, and general grounds maintenance. 3. The Society shall be responsible for telephone service costs for the Facility. PERSONAL SERVICES AGREEMENT PAGE 5 ---PAGE BREAK--- 4 The Society shall be responsible for snow removal from Facility grounds, except the Facility parking lot, but including all sidewalks on or adjacent to the Facility grounds It shall be the responsibility of the Society to give prompt and timely notice to the City of the occurrence of any conditions which are the responsibility of the City to repair, maintain or replace by the terms of this Agreement Failure of the Society to give such timely notice shall be deemed material and may be considered by the City as a breach of this Agreement ARTICLE VI. INSURANCE Each party warrants that it shall obtain, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per claim, and ONE MILLION DOLLARS ($1,000,000 00) aggregate. The amounts of such insurance shall not be deemed a limitation of the indemnity and hold free and harmless covenant contained in Article IX herein, and in the event the City or the Society becomes liable for an amount in excess of such insurance coverage, that party shall indemnify and hold the other party free and harmless for the whole thereof Each party shall furnish the other party with policies or certificates of insurance to demonstrate that they have procured such insurance and that the other party has been named as an additional insured therein. Such policies or certificates shall contain the following provision "It is agreed that (the other party) is added as an additional insured under this Policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to (the other party) under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) day's written notice shall be given to the other party prior to modifications, cancellations or reduction in coverage of such insurance. The City shall maintain casualty insurance, including property damage and fire insurance for the Facility and frxtures. Such insurance shall not extend to the contents of the Facility belonging to the Society. The Society shall assume the risk of loss to the contents of the PERSONAL SERVICES AGREEMENT PAGE6 ---PAGE BREAK--- Facility belonging to the Society and shall undertake, in its discretion, to insure against such loss or damage. ARTICLE VII. COMPLIANCE WITH LAWS The Society agrees that it shall conduct its operations pursuant to this Agreement in conformance with all applicable laws, ordinances and regulations of all governmental and regulatory agencies having jurisdiction The Society shall undertake a continuing program of monitoring to ensure compliance with all applicable federal, state, county and municipal laws and regulations as well as directions of the City Council or Chief of Police to ensure safe and efficient operations and to administer funds paid to the Society by the City. The City agrees that it shall conduct its operations pursuant to this Agreement in conformance with all applicable laws, ordinances and regulations of all governmental agencies having jurisdiction. ARTICLE VIII. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer -employee relationship is established between the Society and the City by the terms of this Agreement It is understood by the parties hereto that the Society is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE IX. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the state of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the county of Latah. ARTICLE X. INDEMNIFICATION The Society waives any and all claims and recourse against the City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the Society's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, the Society shall indemnifY, hold harmless, and defend the City against any and all claims, demands, damages, costs, expenses or liability arising out of the Society's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. PERSONAL SERVICES AGREEMENT PAGE 7 ---PAGE BREAK--- The City waives any and all claims and recourse against the Society, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the City's performance of this Agreement except for liability arising out of the sole negligence of the Society or its officers, agents or employees. Further, the City shall indemnify, hold harmless, and defend the Society against any and all claims, demands, damages, costs, expenses or liability arising out of the City's performance of this Agreement except for liability arising out of the sole negligence of the Society or its officers, agents or employees ARTICLE XI. MODIFICATION AND ASSIGNABILITY OF CONTRACT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The Society may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of the City. Any subcontractor or assignee so authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ARTICLE XII. TERMINATION OF AGREEMENT A Termination for Cause. If either party determines that the other party has failed to comply with the terms and conditions of this Agreement, either party may terminate this Agreement in whole or in part at any time before the date of completion, as follows If either party fails to comply with any of the terms and conditions of this Agreement, the other party must give notice, in writing, to that party of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, which time shall not exceed sixty ( 60) days, the party may, with no further notice, declare this Agreement to be terminated. In the event of such termination, the Society will thereafter vacate the Facility within sixty (60) days. Then and in that event the Society agrees that it shall leave the Facility building and grounds in substantially the same condition as such existed on the commencement date of this Agreement. The Society further agrees that its responsibilities to return the premises to such condition shall survive the terminate date set forth in said notice and shall continue until the premises are returned to such condition. The Society shall then be entitled to receive payment for those services reasonably performed to the date of PERSONAL SERVICES AGREEMENT PAGE 8 ---PAGE BREAK--- termination less the amount of damages suifered by the City by reason of the Society's failure to comply with this Agreement, if applicable. B. This Agreement shall terminate in the event the Society is dissolved. C This Agreement may be terminated upon one hundred eighty (180) days notice by either party. Upon the giving of such notice by a party, the Society shall vacate the Facility, consistent with the requirements of Article XII( prior to the expiration of such one hundred eighty days. ARTICLE XIII. SEVERABILITY In the event any provision of this Agreement or any part thereof shall be determined by any court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions, or parts thereof, shall remain in full force and effect, being in no way affected, impaired or invalidated. The remaining provisions shall be construed in a manner most closely approximating the intention of the parties with respect to the invalid, void, or unenforceable provision or part thereof ARTICLE XIV. NO WAIVER Any failure or delay by the City or the Society in strictly enforcing the terms of this Agreement shall not operate to waive or be deemed a waiver of the rights of the City or the Society to require compliance that is full and to the letter of the Agreement, or to thereafter require performance by the City or the Society in strict accordance with the terms of this Agreement ARTICLE XV. NAME OF FACILITY The name of the Facility shall be the Moscow City Animal Shelter and the Humane Society of the Palouse, Inc. The form of such signage shall be approved by the City pursuant to input provided by the Society ARTICLE XVI. TERM The term of this Agreement shall be for a period of forty-two (42) months, commencing April I, 1995, and ending on September 30, 1998, notwithstanding the date of execution of this Agreement PERSONAL SERVICES AGREEMENT PAGE 9 ---PAGE BREAK--- ARTICLE XVII. AUTHORITY/ADDRESSES The President of the Society is the authorized representative of the Society for all purposes related to this Agreement All contacts between the parties shall be made to the following: President Humane Society of the Palouse, Inc. P 0. Box 8847 Moscow, ID 83843 CITY OF MOSCOW Police Chief Moscow Police Department I I 8 East 4th Street Moscow, ID 83843 HUMANE SOCIETY OF THE PALOUSE, INC. By: 7r" _ Paul c Agidiĩ;,Maym President Elaine RusseĪCity Clerk PERSONAL SERVICES AGREEMENT PAGE 10 ---PAGE BREAK--- ACORD,O CERTIFICA lR;;; OF LIABILITY INSURAt".;E I PRODUCER I GUILFOY INSURANCE, INC. P 0 BOX 8248 MOSCOW, IDAHO 83843-07 48 INSURERS AFFORDIÑJG COVERAGE INSURED iNSURER A .NN . . . . INSURANCE . . . COMI'ANY. HUMANE SOCIETY OF THE PALOUSE, INC. 2019 =>ITE AVENUE MOSCO?, IDAHO 83843 COVERAGES iNSURER 8 iNSURER C' INSURER 0 THE POLiCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERiOD iNDICATED. NOTWITHSTANDiNG I ANY REQUiREMENT, TERcv1 OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHiCH THIS CERT:FlCATE f-;,1AY BE iSSUED OR I I . . . . . Ð . 4 . A . Y PERT A!N, THE INSURANCE AFFORDED BY THE POUCiES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDiTiONS OF SUCH POLICiES. AGGREGATE LIMiTS SHOWN MAY HAVE BEEN REDUCED BY PAiD CLA!tvlS. INS A TYPE OF yNSURANCE GENERAL L!AS!UTY _X C0!0MERCIAL GENER;\L LIABILITY CLAiMS !J.ADE X OCCUR GEN'L AGGREGATE LIMIT APPUES PER POLICY LOC AUTOMOBlLE UAB!UlY ANY AUTO ALL OWNED AUTOS SChEDULED AUTOS HIRED AUTOS NOãJ-OWNE:D AUTOS GARAGE UABIUTY EXCESS UABIUTY OCCUR CLAIMS MADE DEDUCTiBLE RETENT'ON WORKERS COMPENSATION AND EMPLOYERS' UAB!UTY CITY OF MOSCOW P 0 BOX 9203 MOSCOW, IDAHO 83843 POLICY NUMBER BCP249095l02 ll/15/97 ll/15/98 UM!TS EACH OCCURRENCE FIRE DAMAGE ;Ary onr !irs'> tED EXP fAny one 0-erscn) PERSOHAL & ADV iNJURY GENERAL AGGREGATE PRODUCTS· COMP:OP AG(l }.10QO,QQQ SQ,OOO $ 5/000 s l,ooo,ooo I s J, QQQ,QQQ ' L,OQQ,OQO s EA ACC AGG S EACH OCCURRENCE $ AGGREGATE s s s EL EACh ACCiDENT E.L. DlSEASE • EA EMPLOYEE S SHOULD ANY OF THE ABOVE POUCIES BE CANCELLED BEFORE TN£ EXPIRATION ---PAGE BREAK--- MERLE D. PARSLEY MANAGER MARCH 22, 1994 CITY OF MOSCOW P 0 BOX 9203 MOSCOW, IO 83843 STATE INSURANCE 1215 W. STATE STREET - STATEHOUSE MAIL - BOlSE, IDAHO 33720 PHONE (208J 334-2370 RE: WORKERS COMPENSATION INSURANCE POLICY #022820 CEClL D. ANDRUS GOVERNOR On this date, we have issued a certificate of insurance substantiating workers compensation and employers liability coverage with the State Insurance Fund. This certificate will be valid for one year from the date of certificate unless canceled. Certificate issued to: HUMANE SOCIETY OF PALOUSE ATTN FLORENE ROBERTS PO BOX 8847 MOSCOW, IO 83843 George Bambauer Underwriting Manager SIF OD205 U3KARL P20360202 Coeur d'Alene 2005 irorwocd Suite 227 Coeur d'A!t'i'H:\ !D 20fV'S9-l513 Lewiston 1118 F 353 4th, Suite iD &3501 r.o" Box 2228 208c798·5050 H) 83206 N, ldaho Fa!is 525 Park Avenue Swte 2C ---PAGE BREAK--- PRODUCER GUILFOY INSURANCE, INC. P 0 BOX 8248 MOSCOW, IDAHO 83843-0748 **AMENDED** INSURED LATAH COUNTY HUMANE SOCIETY, INC. 2019 WHITE AVENUE MOSCOW, IDAHO 83843-3939 COMPANY A COMPANY B COMPANY c COMPANY D THE MILLERS CASUALTY INSURANCE CO. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN iSSUED TO THE fNSURED NAMED ABOVE FOR THE POUCY PERIOD !ND!CATED, NOTWiTHSTANDiNG ANY REQUiREMENT, TERM OR CONO!TION OF ANY CONTRACT OR OTHER OOCUfviENT WITH RESPECT TO WHICH THiS CERTiFICATE MAY BE iSSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POUClES DESCRIBED HERE!N 18 SUBJECT TO ALL THE TERMS, EXCLUSiONS AND CONDITIONS OF SUCH POUC!ES. UM!TS SHOWN fviAY HAVE BEEN REDUCED BY PAlO CLAIMS. co LTR TYPE OF INSURANCE GENERAL UABILITY A X COMMERCiAL GENERAL LIABILITY CLAIMS MADE X OCCUR OWNER'S & CONTRACTOR·s PROT AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS riiREO AUTOS NON·OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESS LIABILITY UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' UABlUTY THE PROPRIETOR! P AP.TNERS:EXECUT',\IE OTHER iNCL POLICY NUMBER H8623006 DESCRIPTION OF OPERA TIONS!LOCATIONSNEH!CLES!SPECIAL ITEMS ADDITIONAL INSURED CITY OF MOSCOW P 0 BOX 9203 MOSCOW, IDAHO 83843 4/12195 GSNEFAL AGGREGATE PRODUCTS - COMP!OP AGG $ 11 I 15 I 9 5 PERSONAL & AOV INJURY s EACH OCCURRENCE S FIRE DAMAGE {Any one lire) S COMBINED SINGLE UMIT $ B001l Y INJURY (Per ;>orson} PROPERTY DAMAGE S AUTO ONLY • EA ACCiDENT $ OTHER THAN AUTO ONLY· EACH ACCiDENT S AGGREGATE $ EACH OCCURRENCE AGGREGATE s EL EACH ACCIDENT $ EL DiSEASE - POUCY UM!T $ EL DiSEASE: - EA EMPLOYEE S 500 500,000 50,000 5 ,.OQO. SHOULD ANY Of THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXHRATlON DATE THEREOF, THE iSSUING COMPANY WlLL ENDEAVOR TO MA!L ---PAGE BREAK--- ---PAGE BREAK--- Affidavit of Publication STATE OF IDAHO County of Latah Lorraine Hudson Legal Clerk ss. being first duly sworn, on oath, deposes and says: she is the printer of MosrowSPullman Daily News, a newspaper of general- circulation, printed and published daily except Sunday at Moscow, Latah Countv, Idaho,' in compliance with Sectio1;s 60Ï106, 60-107, and 60-108 of the Idaho Code and the amendments thereto; that the notice of which the annexed is a full. true and correLl printed nlpy was published in the regular and t•ntire issues of said newspaper and not in a supplement thereto, upon the following dates: the same hcing the dates desig1Mtcd foK _ _ ye pu9)lication of aid notice. - 0 On thG of (f'(J 1 J in the year of I . before me, a Nolary Public, pe!1ionally appeared Lorraine Hudson known or identified to me to be the person whose name subscribed to the within instrument, and being l1f me first duly sworn, dedared lhat Ε stateme9}S therein are !rue, and acknowledged te me lh,¢ executed ll)e.,sHe. 5 ; - j-r j "o YLlM ; { 1 , -v ; 5 - NotaiY PubliC for tdimo · Residing at Moscow, Idaho My commission expires: 5/11/98