HomeMy WebLinkAboutC2010-508 - 12/14/2010 - ApprovedINTERLOCAL COOPERATION AGREEMENT
BETWEEN
UNIVERSITY OF NORTH TEXAS
AND
THE CITY OF CORPUS CHRISTI
INTERLOCAL COOPERATION AGREEMENT between University of North Texas
("UNT") and the City of Corpus Christi ("City"),
WHEREAS, UNT and the City are authorized by Chapter 791 of the Texas Government
Code to en#er into an interlocal cooperation contract;
WHEREAS, UNT has been a partner in the City's air quality planning activities far the
Coastal Bend Region through the City's Regional Air Quality Committee's Air Quality
Assessment and Planning Program;
WHEREAS, the City desires to continue i#s partnership with UNT in this effort;
WHEREAS, the Assessment and Planning Program includes identifying sources of
emissions, the development of pollution prevention strategies for reducing emissions,
and other action plans for improving the Corpus Christi area air quality and maintain
compliance with federal ozone standards;
WHEREAS, the 81St Texas Legislature in Rider 8 to the Texas Commission on
Environmental Quality's air quality planning appropriations in Article VI. of the General
Appropriation Act {"Rider 8") made funds available to the Texas Commission on
Environmental Quality ("TCEQ") for air quality planning activities to reduce ozone in
areas approved by the TCEQ, including Corpus Christi;
WHEREAS, the City entered into a Grant Agreement For Air Quality Planning ("Grant")
with the Texas Commission on Environmental Quality ("TCEQ°}, Contract No. 582-11-
11223, for air quality planning activities in areas considered to be near non-attainment
for the ozone standard under the Federal Clean Air Act Amendments of 199Q, which
activities may include without limitation identifying, inventorying, and monitoring of
current pollution levels; modeling future pollution levels and the identification and
quantification of potential pollution reduction through voluntary control, and which
activities will be consistent with TCEQ monitoring, inventory and modeling approaches
and infrastructure, and conduct air quality planning activities in the Coastal Bend
Region;
WHEREAS, an element of the Gity's proposal for the Grant was UNT's proposed
"Corpus Christi Ozone Near Non-Attainment Area Assessment and Planning Study",
which study will be prepared by UNT, as a continuation of the City's Regional Air
Quality Committee's Air Quality Assessment and Planning Program;
WHEREAS, the Grant provides funding far UNT's proposed "Corpus Christi Ozone
Near Non-Attainment Area Assessment and Planning Study", in cooperation with its
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Res. 028890 ocai -- ~zt~2a~o.aoc
12/14/10
Univ. Of North Texas ~~~~~~
partners, wilt complete by August 31, 2011 (and possibly later if the Grant is extended
based on authority received from the Texas legislature to carry forward near non-
attainment contract related monies from the 2010-2011 biennium into the 2012-2013
biennium) detailed in the "City of Corpus Christi Fiscal Year 2011 Rider 8 Phase II Work
Plan Effective Date Through August 31, 2011" ("Work Plan"), approved by the TCEQ,
and attached to and incorporated into TCEQ Contract No. 582-11-11223 as Attachment
B (copy available upon request); and
WHEREAS, the technical support contemplated by this agreement is of mutual interest
and benefit to UNT and the City; it will further the instructional and research objectives
of UNT, in a manner consistent with its status as an agency of the State of Texas; and it
will help the City accomplish objectives of its "8-hour 03 Flex Intergovernmental
Agreement" with the United States Environmental Protection Agency ("EPA") and
TCEQ.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT SUBCONTRACT. Both the City and UNT acknowledge that this agreement
is a subcontract to the City's Grant from TCEQ (TCEQ Contract Number 5$2-11-
11223}, and that the terms and conditions of the Grant control the administration and
execution of this contract.
a. The TCEQ Grant Contract No. 582-11-11223 is incorporated into this
agreement by reference and is available upon request.
b. In the event any provision of this agreement conflicts with the terms of the
Grant, the terms of the Grant control the administration and execution of this
agreement.
c. UNT agrees to comply to all requirements imposed by TCEQ that are
applicable to subcontractors.
d. UNT agrees to conduct all of its activities in compliance with the terms of the
Grant, and not to take any action that would cause ar contribute to the City to
defaulting upon the terms of the Grant.
e. UNT shall be responsible for the professional quality, technical accuracy,
timely completion and the coordination of all services and other work furnished
by UNT under this agreement. UNT must perform the work in conformity with
the standards and guidance documents provided by the TCEQ. The City and
TCEQ may withhold reimbursement for costs of non-conforming work.
2. STATEMENT OF WORK. UNT agrees to use its best efforts to complete all
elements identified under Task 1 -Update Conceptual Model through the 2010 Ozone
Season, Task 2 -Ambient Monitoring Projects, Task 3 -Emissions inventory
Improvement, and Task 4 -- Air Quality Modeling Planning for FY 2011 of the Work
Plan, which describes the specific elements of the projects and deliverables in support
of the State Implementation Plan (SIP} development process and other types of air
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UNT--CC Air Quality Planning Interlocal -- 12172~10.DpC
quality planning activities and projects that the City, in cooperation with its partners, will
complete by August 31, 2011, as described in the Rider $ Funding Request for a
Carpus Christi Ozone Near Nan-Attainment Area Research Study; which is attached to
TCEQ Contract No. 582-11-11223 as Attachment B (copy available upon request).
3. PRINCIPAL INVESTIGATOR. The program will be supervised by Dr. Kuruviila
John, Department of Engineering, UNT. If, for any reason, he is unable to continue to
serve as Principal Investigator, and a successor acceptable to both UNT and the City is
not available, this agreement shall be terminated as provided in Paragraphs 7.
4. PERIOD OF PERFORMANCE. The program shall be conducted from the effective
date of the Notice to Proceed from TCEQ through August 31, 2011, unless sooner
terminated under Paragraph 7.
5. PRICE AND PAYMENT. As compensation for the performance of the agreement,
the City agrees to reimburse UNT on acost-reimbursable basis in an amount up to Two
Hundred Fifty-nine Thousand Dollars ($259,000) for expenses authorized under the
Grant, as approved by TCEQ. UNT agrees to expend funds under the budget detailed
in Exhibit 1, Cast Estimate, which is attached to and incorporated into this agreement
by reference.
a. This agreement is funded exclusively from funds made available to the City
by the Grant. The City's obligation is limited by the provisions of the Grant. The
City is not liable to make payment to UNT, if funding is not available from TCEQ
through the Grant. Payments may not exceed Two Hundred Fifty-nine
Thousand Dollars ($259,000) from the execution of this Agreement to August 31,
2011.
b. All contractual expenditures reimbursed with funds provided under this
agreement shall meet all procurement laws and regulations applicable to UNT
and the UGMA and the UGMS. Note that competitive bidding will generally be
required for contracts with entities other than local governments and state and
federal agencies. Note also that the Common Rule of OMB Circular A-102, as
adopted in the UGMS, precludes the use of the cost plus a percentage of cost
method of contracting.
c. UNT shall forward any proposed subagreement providing for the performance
of services under this agreement to the City prior to execution of the
subagreement. Neither the City's or TCEQ's failure to question a subagreement
nor its subsequent withdrawal of any questions raised regarding a subagreement
shall in any way imply the City or TCEQ's approval of the subagreement's
purpose or method of procurement of the subagreement. Further, the terms of
this provision do not in any way restrict the City's and TCEQ's rights under this
agreement or the Grant. to subsequently refuse reimbursement for expenses
incurred pursuant to the subagreement. UNT may require a bid bond to protect
the local and state interests by assuring that a bidder will, upon acceptance,
execute all required contractual documents within the time period specified.
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UNT--CC Air Quality Planning Interlocal -- 12172010.~OC
d. Invoices for .compensation shall be submitted to the following address:
City of Corpus Christi
Attn: Peggy Sumner
P.O. Box 9277
Corpus Christi, TX., 78469-9277
e. The City agrees to reimburse UNT for the costs billed within thirty {30) days of
receipt of invoice. All payment shall be sent ta:
Office of Research Services
University of North Texas
1155 Union Circle #305250
Denton, Texas 76203-5017
f. If TCEQ does not approve an item invoiced by UNT and does not reimburse
the City for the expenditure, UNT shall reimburse the City for costs of the item
that was not funded by TCEQ.
fi. DELIVERABLES. The deliverables required under this agreement are specified in
the Work Pfan.
7. TERMINATION. Performance under this agreement may be terminated by the City
upon sixty days written notice. Performance may be terminated by UNT, if
circumstances beyond its control preclude continuation of the program. Upon
termination, UNT will be reimbursed as specified in Paragraph 5 of all costs and non-
cancellable commitments incurred in the performance of the program, that are
reimbursable under the Grant. However, reimbursement may not exceed the total
estimated cost specified in Paragraph 5.
8. INTELLECTUAL PROPERTY,
a. Royalties and Patent Fees: UNT shall pay all license fees and royalties and
assume all costs incident to the use or possession in the performance of the
Work or the incorporation in the Work of any Intellectual Property.
b. Disclosure of Intellectual Property Produced during the Work. UNT shall
promptly notify the City and TCEQ of all intellectual property that UNT or UNT's
employees, subcontractors, or subcontractor's employees may produce, either
solely or jointly with others, during the course of the Work. In addition, UNT shall
promptly notify the City and TCEQ of all intellectual proper#y to which UNT may
acquire rights in connection with the performance of the work. Any notification
under this paragraph shat[ captain sufficient technical detail to convey a clear
understanding of the intellectual property, and shall identify any publication, sale,
public use, or impending publication. Promptly upon request, UNT shall supply
such additional information as the City and TCEQ may request.
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UNT--CC Air Qualify Planning Inferlocal -- 12172014.DOC
c. Failure to Protect Intellectual Property. If UNT falls to protect any intellectual
property rights in the intellectual property produced in the course of performing
the work, the City and TCEQ shall have full authority to protect, assume and
retain all intellectual property rights in any and all such intellectual property.
d. Non-interference with Intellectual Property Rights of City and TCEQ. UNT
agrees that UNT, its agents, and its employees shall not in any manner use, sell,
distribute, disclose or otherwise communicate any portion of intellectual property
owned by or licensed to the City or TCEQ, except in the course of performing the
work, unless UNT has independent intellectual property rights to the intellectual
property.
e. Grant of License. With respect to any intellectual property as is (r)
incorporated in the work (other than intellectual property for which the City and
TCEQ already possesses equal or greater intellectual property rights by virtue of
this agreement or otherwise) or (ii) produced by UNT or UNT's employees,
subcontractors, or subcontractor's employees during the course of performing
the work UNT hereby grants to the City and TCEQ (r) a nonexclusive, perpetual,
irrevocable, enterprise-wide license to reproduce, publish, ar otherwise use the
intellectual property and associated use documentation, and (ir) a nonexclusive,
perpetual, irrevocable, enterprise-wide license to authorize others to reproduce,
publish, or otherwise use such Intellectual Property for the City's and TCEQ's
purposes.
f. Modification; Derivative Works. The City and TCEQ shall have the right, at
their own discretion, to independently modify any intellectual property to which
license is granted for the City's and TCEQ's own purposes and use, through the
services of its own employees or independent contractors. The Gity and TCEQ
shall own all intellectual property rights to such modifications. UNT shall not
incorporate any such modifications into its intellectual property for distribution to
third parties unless it first obtains a license from the City and TCEQ.
g. Compliance with Applicable Laws and Regulations. UNT shall comply with all
laws and regulations relating to intellectual property.
h. Representations Relating to Intellectual Property Rights. UNT represents to
the City and TCEQ that UNT will not infringe any intellectual property right of any
third party. UNT #urther represents to the City and TCEQ that in the course of
performing the work it will not use or possess any intellectual property owned by
a third party without paying any required royalty or patent fees. UNT represents
that it has full title in and ownership of the intellectual property and any
enhancements, updates or other modifications, or that it has full power and
authority to grant all licenses granted herein, and that such license use by the
City and TCEQ will in no way constitute an infringement or other violation of any
intellectual property right of any third party. The UNT represents fihat it shall
have, throughout any applicable license term hereunder, free and clear title to, or
the right to possess, use sell, transfer, assign, license, or sublicense products
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UNT--CC Air Quality Planning Interlocal -- 12172010.DOC
that are licensed or provided to the City and TCEQ by UNT. Except as permitted
in this agreement and the Grant, UNT shall not create or permit the creation of
any lien, encumbrance, or security interest in the work or any part thereof, or any
product licensed or provided to the City and TCEQ for which title has not yet
passed to the City and TCEQ, without the prior written consent of the City and
TCEQ. UNT represents to the City and TCEQ that neither it nor any other
company or individual performing the work is under any obligation to assign or
give to any third party any intellectual property rights granted or assigned to the
City and TCEQ, or reserved by the City and TCEQ, under this agreement and
the Grant.
9. RELEASE OF INFORMATION. UNT shall acknowledge the City and TCEQ, the
UNT investigator, the nature of the program, and the dollar value of the agreement in
UNT records and reports. Any reports and other documents completed as part of this
agreement, other than documents prepared exclusively for internal organizational use
by UNT, shall carry the following notations an the front cover or title page:
"PREPARED [N COOPERATION WITH THE TEXAS COMMISSION ON
ENVIRONMENTAL QUALITY AND THE CITY OF CORPUS CHRISTI"
'[0. TITLE TO EQUIPMENT. Subject to the obligations and conditions set forth in this
agreement and the Grant, title to all equipment acquired under this agreement shall
vest, upon acquisition or construction,, in UNT.
a. UNT agrees to conduct physical property inventories, to maintain property
records and necessary control procedures, and to provide adequate
maintenance with respect to all equipment acquired under this agreement.
b. UNT may develop and use its own property management system which must
conform with all applicable State and local laws, rules, and regulations. If an
adequate system for accounting for personal property owned by UNT or its
subcontractor is not in place or currently in use, UNT shall contact the State of
Texas Comptroller of Public Accounts and request the State Property Accounting
User's Guide (#96-418) and the State Property Class Code List. UNT agrees to
use these as guides for establishing a property Management system.
c. Property records must be maintained that include a description of the
property, a serial number or other identification number, the source of property,
who halls title, the acquisition date, and the cost of the property, percentage of
federal participation in the cost of the property, the location, use and condition of
the property, and any ultimate disposition data including the date of disposal and
sale price of the property.
d. A physical inventory of all equipment acquired or replaced with funds
provided under this agreement having an initial purchase price of One Thousand
Dollars ($1,048) or more, shall be conducted no Tess frequently than once every
two years and the results of such inventories reconciled with the appropriate
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UH7--CC Air Quality Planning Interlocal -- t2172010.DOC
property records. Property control procedures utilized by UNT shall include
adequate safeguards to prevent loss, damage, or theft of the acquired property.
Any loss, damage or theft shall be investigated. UNT agrees to develop and
carry out a program of property maintenance as necessary to keep both
originally acquired and any replaced property in good condition, and to utilize
proper sales procedures to ensure the highest possible return, in the event such
equipment is sold.
e. Use of Equipment Acquired with Funds Provided Under this Agreement.
{1} Equipment shall be used by UNT or subgrantee in the program or
project far which it was acquired as long as needed, whether or not the
project or program continues to be supported by state funds. When no
longer needed for the original program or project, the equipment may be
used in other activities currently or previously supported by a federal or
state agency.
(2) UNT or subgrantee shall also make equipment available for use on
other projects or programs currently or previously supported by the federal
or state government, providing such use will not interfere with the Work on
the projects or program for which it was originally acquired. First
preference for other use shall be given to other programs or projects
supported by the awarding agency.
(3) When acquiring replacement equipment, UNT or subgrantee may use
the equipment to be replaced as a trade-in or sell the property and use the
proceeds to offset the cost of the replacement property, subject to the
approval of the awarding agency.
f. Disposition of Equipment Acquired with Funds Provided Under this
Agreement. When original or replacement equipment is no longer needed for
the original project or program or for other activities currently or previously
supported by a federal or state agency, disposition of the equipment may be
made as follows:
{1) Equipment with a current per-unit fair market value of less than $1,000
may be retained, sold or otherwise disposed of with no further obligation
to the TCEQ. Methods used to determine per unit fair market value must
be documented, kept on file and made available to the TCEQ upon
request.
{2) Equipment with a current per-unit fair market value of $1,000 or more
must be disposed of as follows:
{A) Prior to the termination date of this Agreement, UNT and
subgrantees must notify the TCEQ. TCEQ may require UNT or
subgrantee to transfer title and possession to such equipment to
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UNT--CC Air Qualify Planning Interlocal -- 12172010.~OC
the TCEQ or a third party named by the TCEQ or may alternatively
authorize disposition by sale, transfer or in another manner.
(B) If, within six years of the initiation date of the Agreement,
equipment is sold or transferred, UNT must remit to TCEQ a share
of the proceeds from such sale, provided the fair market, per-unit
value of the property at the time of the sale is in excess of one
thousand dollars ($1,000}. The TCEQ's share of the safe proceeds
shall be the same percentage as was the funding provided under
this Agreement that enabled the origins[ purchase in question.
11. NOTICES. All notices to parties under this Agreement shall be in writing and sent
to the names and address stated below by U.S. Postal Services certified mail, return
receipt requested, postage prepaid or by an overnight courier service with written
verification of receipt. Either party to the Agreement may change such name and
address by notice to the other in accordance herewith, and any such change shall take
effect immediately upon receipt of such notice.
UNT
University of North Texas
Office of Research and Economic Development
Attention: Barbara Lindley
1155 Union Circle #305250
Denton, Texas 762x3-5017
Telephone: (940} 565-3939
Fax: (940} 565-4277
G ity
City of Corpus Christi
Attn: Peggy Sumner
P.O. Box 9277
Corpus Christi, TX 78469
Telephone: (361) $80-359 9
Fax: (361 } 880-3501
12. EXPORT ADMINISTRATION.
a. It is understood that UNT is subject to United States laws and regulations
controlling the export of technical data, computer software, laboratory prototypes
and other commodities, and that its obligations hereunder are contingent upon
compliance with applicable United States export laws and regulations.
Furthermore, it is understood that the transfer of certain technical data and
commodities may require a license from one or more agencies of the United
States Government.
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UNT--CC Air Quality Planning Interlocal -- 121720t0.pOC
b. Both UNT and City hereby agree and warrant that the program and
development contemplated hereunder, and any exchange of technical data,
computer software or other commodities resulting therefrom, shall be conducted
in full compliance with the export control laws of the United States.
13. LIABILITY. 1T IS UNDERSTOOD THAT CITY SHALL NOT BE
LIABLE FOR ANY CLAIMS AGAINST UNT, ITS EMPLOYEES, OR THIRD
PERSONS, OTHER THAN CITY'S EMPLOYEES, FOR DAMAGE
RESULTING FROM OR ARISING OUT OF THE ACTIVITIES OF UNT
PERSONNEL UNDER THIS AGREEMENT, AND UNT AGREES, TO THE
EXTENT PERMITTED BY THE LAWS OF THE STATE OF TEXAS, TO
HOLD CITY HARMLESS FROM ANY AND ALL SUCH CLAIMS, IT IS
ALSO UNDERSTOOD THAT UNT SHALL NOT BE HELD LIABLE FOR
ANY CLAIMS AGAINST THE CITY, THE CITY'S EMPLOYEES, OR THIRD
PERSONS, OTHER THAN UNT EMPLOYEES, FOR DAMAGE
RESULTING FROM OR ARISING OUT OF ACTIVITIES OF THE CITY, ITS
EMPLOYEES, OR THIRD PERSONS, OTHER THAN UNT EMPLOYEES,
AND CITY AGREES, TO THE EXTENT PERMITTED BY THE LAWS OF
THE STATE OF TEXAS, TO HOLD UNT HARMLESS FROM ANY AND
ALL SUCH CLAIMS.
'14. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all
services to be provided hereunder, the parties shall be, and shall be deemed to be,
independent contractors and not agents or employees of the other party. Neither party
shall have authority to make any statements, representations, or commitments of any
kind, or to take any action which shall be binding on the other party, except as may be
explicitly provided for herein or authorized in writing.
15. AMENDMENTS AUTHORIZED.
a. The representatives who were authorized to sign this agreement are
authorized to execute minor amendments to this agreement, such as changes in
deadlines and minor changes in the scope of work.
b. Any amendments to this agreement resulting from amendments to the Grant
that increase the scope of work under this agreement due to TCEQ's award of
additional funding to the City as a result of the work plan prepared by UNT under
this agreement must be authorized by the City Council and the funds
appropriated before an amendment to this agreement is executed.
c. Any amendments to this agreement increasing or decreasing the amount the
City is obligated to pay UNT by $25,000 or more must be authorized by the City
Council before an amendment to this agreement is executed.
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U~lT--GG Air Quality Planning Interlocal -- 12172014.DOC
16. ASSIGNMENT. This Agreement may not be assigned in whole or in part without the
prior written permission of the parties to this agreement.
16. SEVERABILITY. if any of the provisions of the agreement in the application
thereof to any person or circumstance, is rendered ar declared illegal for any reason, or
shall be invalid or unenforceable, the remainder of the agreement and the application of
such provision to other persons or circumstances shall not be affected thereby, but
sha[I be enfiorced to the greatest extent by applicable law. The City and UNT agree that
this agreement shall be reformed to replace such stricken provision or part thereof with
a valid and enforceable provision that comes as close as possible to expressing the
intention of the stricken provision.
17. DISPUTE RESOLUTION PROCESS.
a. To the extent applicable, the dispute resolution procedures provided in
Chapter 2260 of the Texas Government Code will be used to resolve contract
claims under this contract.
b. If the Chapter 2260 procedures are utilized both parties agree that the TCEQ
may intervene in the proceedings as an interested party.
c. The Director of Purchasing, UNT, is designated as the officer designated
under Sec. 2260.052, Texas Government Code, to examine claims and
counterclaims, negotiate, and resolve any claims on behalf of UNT.
1S. VENUE. UNT acknowledges and agrees that because this agreement has been
executed, and will be administered in Nueces County, Texas, the agreement is to be
performed in Nueces County. UNT acknowledges and agrees that any permissible
cause of action involving this agreement will arise solely in Nueces County. If a legal
action related to this claim is permissible and there are two (2) or mare counties of
proper venue under the rules of mandatory, general, ar permissive venue, and one
such county is Nueces County, venue is in Nueces County. This provision does not
waive the City's sovereign immunity.
19. MISCELLANEOUS. This agreement constitutes the entire agreement between the
parties relative to the subject matter, and may only be modified or amended by a written
agreement signed by bath parties. It shall be construed in accordance with the laws of
the State of Texas.
20. AUTHORIZATION OF GOVERNING BODIES. The individuals executing this
agreement certify that this interlacal agreement has been authorized by the Governing
Body for their, as required by Section 791, Texas Government Code.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by
their authorized representative.
UNIVERSITY OF NORTH TEXAS
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U~tT--CC lair Quality Planning Interlocal -- 12172010.DOC
rl ,~ ~
By: , .._~~~ J~0 ,~7~:
Jean R. Binh
.Acting Senior Assoc. VP for Finance
Date: ~ ~1~-s.~G'tI
CITY OF CORPUS CHRISTI
ATTEST:
~~' C17tf~G!l..,,~~~~,`~~
..»..
SfC~~7'A~~'
Armando Chapa
City Secretary
By: ,~'
e R.Escobar
City Manager
Date: /~2d ~//
~ ~o~ /
APPROVED AS TO FORM: Thls ~~ day of ~~k~• , ~@~'I'0"~
R. y R fining
First A sistant Ci y Attorney
Far City Attorney
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UNT--CC Air Quality Planning Interlocal -- 12172010.DOC
EXHIBIT 1-
COST ESTIMATE
Salary
Benefits
Travel
Subcontracts
Participant Costs
Indirect Costs
TOTAL
$66,291.70
$22,089.30
$3,626.00
$9s,ooo.oo
$14,000.00
$54,993.00
$259,000.00