HomeMy WebLinkAbout2023-06-27; Carlsbad Tourism Business Improvement District; ; CTBID Grant Applications(i) s;:rt~:;~;~SINESS IMPROVEMENT DISTRICT
Meeting Date:
To:
From:
Staff Contact:
Subject:
June 27, 2023
CTBID Advisory Board Members
Matt Sanford, Economic Development Manager
Matt Sanford, Economic Development Manager
matt.sanford@carlsbadca.gov, 760-607-2923
CTBID Grant Applications
Recommended Action
1. Adopt a reso lution approving the grant application for In Motion, Inc. for the Carlsbad
Marathon and allocating $10,000 to fund the grant proposal, as recommended by the
Visit Carlsbad Board.
2. Adopt a resolution approving the grant application for the Carlsbad Village Association
for the Hearts of Carlsbad Program and allocating $8,750 to fund the grant proposal, as
recommended by the Visit Carlsbad Board.
Item Explanation
In 2008, the CTBID Advisory Board approved initial guidelines to establish the formal grant
program to support tourism and tourism-related events in Carlsbad.
At its March 24, 2022, meeting, the advisory board established an ad hoc grants subcommittee
to evaluate the current program and make recommendations for potential changes to the grant
criteria, budget and desired impact. The subcommittee met several times ahead of the FY 2022-
2023 budget process and recommended an increase in the budget for grants to amplify the
impact and incentivize new events in Carlsbad. They also recommended allocating funds to
stand up a destination transportation service -or shuttle service -to move visitors around
Carlsbad.
As part of the FY 2022-2023 CTBID budget, the CTBID Advisory Board approved $1.5 million to
be used for tourism and tourism-related grants, a significant increase from previous years. This
necessitated an update to the CTBID grant criteria and guidelines.
The subcommittee subsequently met two additional times to advise on updates to the grant
criteria and guidelines. On Oct. 12, 2022, the CTBID Advisory Board approved an updated grant
policy, to be effective immediately.
The updated objectives of the grant program are to:
June 27, 2023 ltem2 Page 1 of 16
• Fund programs or events that are going to increase overnight stays in hotels
• Encourage the development of innovative tourism products
• Elevate Carlsbad's brand as a premier destination
• Promote collaboration within and across sectors of the tourism industry
• Reach important travel segments such as multicultural, family and senior markets
• Support the efficient and convenient movement of visitors around the destination
Since the last CTBID meeting, staff has received three grant applications:
1. Carlsbad Marathon
2. Hearts of Carlsbad
As a result of its review and evaluation, staff, along with the Visit Carlsbad Board of Directors,
has recommended approval for all applications. Summary information about the events can be
found, below:
1. Carlsbad Marathon (as a brand positioning event)
In Motion, Inc. has requested a $50,000 grant for the 2024 Carlsbad Marathon. This
requested amount meets the requirement not to exceed 25% of the total budget for the
event of $450,000. The Visit Carlsbad Board of Directors recommends a $10,000 grant.
The Carlsbad Marathon has been taking place in Carlsbad since 1991. Their top-quality,
boutique-style event attracted 9,000 racers in 2023 between the full marathon, half marathon,
Sk, and Kids Marathon Mile at LEGOLAND. Regarded for their stunning coastal racecourse, they
are also known for offering impeccable race amenities, strong customer service, and premium
registration items, affectionately known as "swag."
Taking place each year over the extended Martin Luther King Jr. holiday weekend, their
event attracts participants from across the country and around the world for the perfect
winter running vacation -"run-cation." In 2023, participants came from forty-five states and
twelve countries to combine their wellness goals with a premier coastal vacation
destination.
Event organizers estimate that they will bring 6,500 out-of-town visitors and generate
approximately 260 room nights.
The complete application and supporting materials can be found as Exhibit 1 -Attachment A
to the staff report. The Visit Carlsbad Board voted to recommend approval of a $10,000
grant for a brand positioning event.
June 27, 2023 Item 2 Page 2 of 16
2. Hearts of Carlsbad Village (as a placemaking event)
Carlsbad Village Association (CVA) has requested a $10,000 grant. Based on the estimated
event budget ($35,000) (Attachment B), a maximum grant allowable under the grant policy
would be $8,750.
Now in its third year, this annual event brings hundreds of people to the Village each day for
a unique scavenger hunt. It is placemaking at its best. This free community event was
created in conjunction with Barrio Glassworks, downtown's premier glass-blowing studio.
This family-friendly event includes a Saturday and Sunday hunt for custom-made glass
hearts made specifically for this event. Each heart is stamped and numbered so that it can
be registered on line. Special stamped hearts make the finder eligible for special giveaways
and immediate discounts at local businesses that weekend.
In 2023 CVA worked with Carlsbad Village hotels who promoted the event to their guests as
a community activation while staying at the hotel. Cookie gift packs from local business,
Carlsbad Cookie Company, were given to guests upon check-in with a QR code to the event
details. The hotel relationship and partnership was a valuable component in 2023 and one
that will continue and grow to attract and endear visitors to Carlsbad Village.
As a placemaking event, room night generation is not required.
The complete application and supporting materials can be found as Exhibit 3 -Attachment A
to the staff report. The Visit Carlsbad Board voted to recommend approval of a $10,000
grant for a room-generating event, but the maximum allowed would be $8,750.
Fiscal Impact
The CTBID Budget contains an appropriation of $1.S million for CTBID Grants. If approved,
grants would be funded from this budget. No further appropriation is required. Grants for room
night-generating events will be paid at 50% of the awarded grant up front with 50% held in
reserve until the completion of the event and proof of ce rtain requirements are met.
Exhibits
1. CTBID Advisory Board resolution approving the grant application for In Motion, Inc. for
the Carlsbad Marathon and allocating $10,000 to fund the grant proposal, as
recommended by the Visit Carlsbad Board; and
2. CTBID Advisory Board resolution approving the grant application for the Carlsbad Village
Association for the Hearts of Carlsbad Program and allocating $8,750 to fund the grant
proposal, as recommended by the Visit Carlsbad Board.
June 27, 2023 ltem2 Page 3 of 16
RESOLUTION NO. 2023-007
A RESOLUTION OF THE ADVISORY BOARD OF THE CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT APPROVING A GRANT APPLICATION FOR
IN MOTION, INC. FOR THE CARLSBAD MARATHON AND ALLOCATING $10,000
TO FUND THE GRANT PROPOSAL
WHEREAS, on June 28, 2011, the City Council adopted Resolution 2011-150 confirming the
Carlsbad Tourism Business Improvement District (CTBID) Advisory Board's powers and duties to
contract on behalf of the CTBID for goods and services all for the benefit of the CTBID and its purpose
and mission; and
WHEREAS, on March 18, 2008, the Advisory Board of the CTBID established a grant program
to fund programs and activities that promote overnight stays in Carlsbad; and
WHEREAS, the CTBID Advisory Board approved $1.5 million in funding for Fiscal Year 2022-
2023 for grant programs; and
WHEREAS, on October 12, 2022, the Advisory Board updated its Grant Policy to further
support tourism and tourism-related events in Carlsbad; and
WHEREAS, In Motion, Inc., organizers of the Carlsbad Marathon, submitted a grant application
(Attachment A), which was deemed to be complete and to meet the requirements of the Grant
Policy; and
WHEREAS, per the Grant Policy, the Visit Carlsbad Board reviewed the application and made a
funding recommendation to the CTBID Advisory Board; and
WHEREAS the CTBID Advisory Board at its June 27, 2023, meeting, reviewed, discussed and
approved the grant application.
NOW, THEREFORE, BE IT RESOLVED by the Advisory Board of the Carlsbad Tourism Business
Improvement District, as follows:
1.That the above recitations are true and correct.
EXHIBIT 1
2. That the Advisory Board approves the grant application from In Motion, Inc., the
organizer of the Carlsbad Marathon, and allocates grant funding in the amount of
$10,000 to In Motion, Inc. in accordance with grant policy guidelines.
PASSED, APPROVED, AND ADOPTED at a Special Meeting of the Carlsbad Tourism
Business Improvement District Advisory Board on the 27th day of June 2023, by the following vote to
wit:
AYES:
NAYS:
ABSENT:
ABSTAIN:
Becerra, Canepa, Chapin, Mason
None
None
None
)'
:ti 1/'V---,
,L.._, SHERRY FREISINGER, City Clerk
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CTBID Grant Guidelines & Application -FY 2022-2023
CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT
Grant Application -FY 2022 -2023
Use this form to apply for a CTBID grant to fund a program or event.
Attachment A
( City of
Carlsbad
NOTE: CTB/0 grants to fund destination transportation services will have a separate application and
defined call for applications. To express interest or to ask a question, email business@carlsbadca.gov
Applicant Informat ion
Name of Proposed Program/Event:_C~a=r~ls=b=a~d~M~a=r~a=th~o=n~---------------
Name of Applicant/Organization_· l~n~M~o~ti~o~n~ln~c~·------------------
Address: 1782 La Costa Meadows Drive. Suite 102. San Marcos. CA 92078
Contact Name: Christine Adams
Email: Christine@inmotionevents.com
Federal Tax ID# or Social Security#: 33-0142668
Amount of Grant Request:
~50,000
This application is for a:
.Title: CEO
Phone:760-277-0905 (cell)
Total Event Budget:
$450,000
_Q_Place maki ng event _®_srand posit ioning event _O_Room night-driving event
Program/Event Description (Use up to five additional pages if necessary for the following answers):
Proposeddateortimeframeofevent: January 12 -14.2024 Is the date firm?_Y:....:e=s"-----
Describe your program or event: Include potential alignment with key experience pillars, whether the
event is a new event and if there is potential to establish as a marquis recurring event for Carlsbad.
The Carlsbad Marathon has been taking place in Carlsbad since 1991 . Our top-quality.
boutique-style event attracted 9.000 racers in 2023 between our full marathon. half
marathon. 5k. and Kids Marathon Mile at LEGOLAND. Regarded for our stunning
coastal race course, we are also known for offering impeccable race amenities, strong
customer service. and premium registration items. affectionately known as "swag."
Describe how the program/event will benefit tourism in Carlsbad:
Taking place each year over the extended Martin Luther King Jr. holiday weekend. our
event attracts participants from across the country and around the world for the perfect
winter running vacation -"run-cation." In 2023. participants came from forty-five states
and twelve countries to combine their wellness goals with a premier coastal va cation
destination .
Carlsbad Tourism Business Improvement District
.t&l51~ai@a:ay Ave. • Carlsbad, CA 92008 • 760-607-2923 • business@carlsbadca.gov 1terni ~sbadea~of 16
CTBID Grant Guidelines & Application -FY 2022-2023
Projected number of out-of-town visitors: 6500 outside Carlsbad
Projected number of hotel room nights utilized:~2~6~0~+ _____ _
Describe the estimated media coverage of the event:
We have an email database of 75 ooo and social media accrnmts that combined have
48,000 followers We have strong relationships with the media, running groups, charity
organizations, and racing dubs who help promote and support the event lo addition
our branding is consistent and refined . It positions Carlsbad as a premier vacation
destination through imagery and words. Attached are samples of marketing materials
from our 2023 event for reference.
Experience with Proposed Program/Event
Has the program/event taken place before in Carlsbad? If so, how many times has it taken place ?
Yes, thirty-two years.
Describe program/event history, compliance, success, etc.:
Having been a prior recipient of the CTBID, we are experienced in adhering to the
program guidelines, complying with the requirements, and being able to provide
post-event reporting. We will again work with Carlsbad area hotels on room blocks. We
will share travel information and hotel links on our high-trafficked website, as well as
through social media and email marketing. Post-race, we will conduct a review to
capture the actualized rooms booked for reporting.
Financial Capabilities/Budget CTB/0 Grants cannot make up more than 25% of overall event revenue.
Describe other funding sources and levels including committed funds and potential matching funds:
The Carlsbad Marathon is a solvent event with race entry fees, vendor fees, and
sponsorship, generating over $850,000 annually
Describe how CTBID grant funds would be used: (See list of funding limitations)
Funds will be used for targeted social media collaborations, dedicated eb!ast
campaigns, and other marketing opportunities targeting runners in key travel cities and
states, Funds will also be used for event operational expenses within the funding
limitations, including reinstating prize money to attract a strong race field and media
attention.
Applicant Background
This applicant is a (an):
QNon-Profit _®For-Profit Qlocal Public Agency Q lndividual Qother
Years in Business: 42 Number of Employees:3 Number of Volunteers:_,_1=2=-00=-----
Carlsbad Tou rism Business Improvement District
-Mft5Wai!la:ay Ave. • Carlsbad, CA 92008 • 760-607-2923 • business@carlsbadca.gov lle011~sbade11gC>vof 16
CTBID Grant Guidelines & Application -FY 2022-2023
Are there other organizations, agencies, or businesses partnered on this application? If so, list them:
No.
Marketing Materials Requirement
CTBID grant recipients will be required to recognize on all printed material that grant program is funded
in part by the CTBID.
The applicant acknowledges and agrees to adhere to the marketing requirements described above.
e A I acknowledge marketing requirements
Reporting Requirements
Depending on the grant amount and type of program/event, a report on how granted funds were spent,
event budget, number of room nights generated, proof of meeting marketing requirements, and/or a
media coverage recap may be required to be filed with the CTBID within 30 days of the event
conclusion. Proof of program expenses (i.e. receipts) are required to be held for two years during which
time t he CTBID reserves the right to audit the records.
CTBID st aff will provide the applicant with any necessary reporting requirements prior to the
distribution of funds. As noted in the CTBID grant guidelines, should a grant-funded event fail to take
place, or miss its target by more than 50%, the grant recipient may be requi red to return a portion of or
all granted funds to the CTBID.
The applicant acknowledges and agrees to adhere to the reporting requirements described above.
C Ai acknowledge reporting requirements
Certification
I, the undersigned, do hereby attest that the above information is true and correct to the best of my
knowledge and that if awarded funds, all marketing and re porting requirements will be met.
Authorized Signature: ~ A~ Clear Application
Name: Christine Adams
Title:_ CEO Print A~plication
Date: 02/24/2023 Submit Application
Submittal Information
To submit your application, email a completed copy, including attachments to business@carlsbadca.gov with the
subject: CTBID Grant Application.
Allow two business days to acknowledge submittal. CTBID Staff will keep applicants informed of progress during
consideration. If you have questions about the application, please email business@carlsbadca.gov.
Carlsbad Tourism Business Improvement District
-Mll51f'ai@ffily Ave. • Carlsbad, CA 92008 • 760-607-2923 • business@carlsbadca.gov ltemi~sbadt'a~of 16
CTBID Grant Guidelines & Application -FY 2022-2023
Join us in Coastal California
for the BEST Winter Race
With the ,BESJSwag,!
-~
Carlsbad Tourism Business Improvement District
~5Wa~§ifay Ave. • Carlsbad, CA 92008 • 760-607-2923 • business@carlsbadca.gov 1temi~sbadEalgdf of 16
CTBID Grant Guidelines & Application -FY 2022-2023
Cl.,: ..
Carlsbad Tourism Business Improvement District
~5Wai@a:a y Ave. • Carlsbad, CA 92008 • 760-607-2923 • business@carlsbadca.gov ltant~rlsba8oaig~of 16
RESOLUTION NO. 2023-008
A RESOLUTION OF THE ADVISORY BOARD OF THE CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT APPROVING A GRANT FOR THE CARLSBAD
VILLAGE ASSOCIATION FOR THE HEARTS OF CARLSBAD PROGRAM AND
ALLOCATING $8,750 TO FUND THE GRANT PROPOSALS
WHEREAS, on June 28, 2011, the City Council adopted Resolution 2011-150 confirming the
Carlsbad Tourism Business Improvement District (CTBID) Advisory Board's powers and duties to
contract on behalf of the CTBID for goods and services all for the benefit of the CTBID and its purpose
and mission; and
WHEREAS, on March 18, 2008, the Advisory Board of the CTBID established a grant program
to fund programs and activities that promote overnight stays in Carlsbad; and
WHEREAS, the CTBID Advisory Board approved $1.5 million in funding for Fiscal Year 2022-
2023 for grant programs; and
WHEREAS, on October 12, 2022, the Advisory Board updated its Grant Policy to further
support tourism and tourism-related events in Carlsbad; and
WHEREAS, Carlsbad Village Association submitted a grant application (Attachment A) for a the
Hearts of Carlsbad Event, which was deemed to be complete and to meet the requirements of the
Grant Policy; and
WHEREAS, per the Grant Policy, the Visit Carlsbad Board reviewed the application and made a
funding recommendation to the CTBID Advisory Board; and
WHEREAS the CTBID Advisory Board at its June 27, 2023, meeting, reviewed, discussed and
approved the grant application.
NOW, THEREFORE, BE IT RESOLVED by the Advisory Board of the Carlsbad Tourism Business
Improvement District, as follows:
1.That the above recitations are true and correct.
EXHIBIT 2
2. That the Advisory Board approves the grant application from Carlsbad Village Association
and allocates grant funding in the amount of $8,750 to Carlsbad Village Association in
accordance with grant policy guidelines.
PASSED, APPROVED, AND ADOPTED at a Special Meeting of the Carlsbad Tourism
Business Improvement Di strict Advisory Board on the 27th day of June 2023, by the following vote to
wit:
AYES:
NAYS:
ABSENT:
ABSTAIN:
Becerra, Canepa, Chapin, Mason
None
None
None
~I
r-SHERRY FREISINGER, City Clerk
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CTBID Grant Guidelines & Application -FY 2022-2023
CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT
Grant Application -FY 2022 -2023
Use this form to apply for a CTBID grant to fund a program or event.
Attachment A
{City of
Carlsbad
NOTE: CTBID grants to fund destination transportation services will have a separate application and
defined call for applications. To express interest or to ask a question, email business@carlsbadca.gov
Applicant Information
Name of Proposed Program/Event: Hearts of Carlsbad Village ---------=--------------
Name of Applicant/Organization: Carlsbad Village Association ____ __::._ _______________ _
Address: 300 Carlsbad Village Dr., Ste. 108A #135
Contact Name: Christine Davis
Email: chris@carlsbad-village.com
Federal Tax ID# or Social Security#: 33-0468211
Amount of Grant Request:
~ 10,000
This application is for a:
Title: Executive Director
Phone: 760-644-2121
Total Event Budget:
$_14,000
_@_Placemaking event _O_arand positioning event _O_Room night-driving event
Program/Event Description {Use up to five additional pages if necessary for the following answers):
Proposed date or timeframe of event: February 1 0 & 11. 2024 Is the date firm? Yes -----
Describe your program or event: Include potential alignment with key experience pillars, whether the
event is a new event and if there is potential to establish as a marquis recurring event for Carlsbad.
Now in its third year, this annual event brings hundreds of people to the Village each day for a unique
scavenger num. It Is piacemaRlhg at Its Mst. T n,s tree community event was creatM 1n coh)Unctlon w,m-
.Baffi&Glasswefks;-eewAteWA!s-premier §lass-ble~stttei&.--Tiiis-faffiffy--ffiet:lely-e...em-tAelttEies--R---
Saturday and Sunday hunt for custom made glass hearts made specjficaUy for ths event Each heart is
stamped and numbered so that it can be registered online. Special stamped hearts make the finder
ellgl6lefor speclal giveaways and on the spol discounts at locafbuslnesses lnat weeKefi:
Describe how the program/event will benefit tourism in Carlsbad:
In 2023 we worked with Carlsbad Village hotels who promoted the event to their guests
as a community activation while staying at the hotel. Cookie gift packs from local
business, Carls6aaCooKleCompany, were given to guests upon cfiecKTrfwiffi"a·~a~R--
·cocte-to-the--eventttetaits:-=rtre-trotetretatio11sl!ip and partnersllip was a valuable
component-in-™3---and one we-wifl-continue wttft--a-n-d--grow-to attract ttn-d-.P.eA,nd~ei>Satt<r---
¥isimi:s.ro.Carlsbad v.lff· ~---------------------
cartsbad Tourism Business Improvement District
1635 Faraday Ave. ~ Carlsbad, CA 92008 • 760-607-2923 fi business@carlsbadca.gov • carlsbadca.gov June 27, 2023 Item 2 Page 13 of 16
CTBID Grant Guidelines & Application-FY 2022-2023
Projected number of out-of-town visltors:._1..;.,_20_0 _______ _
Projected number of hotel room nights utlllzed:._1...;.,2_0_0 _____ _
Describe the estimated media coverage of the event:
CVA ~~bsite biogs {30,000 page views per month), lnstagram and fac;ebook main
feed and stories posts (23K followers), CVA eNewsletter articles (6,200 ~ubscribers
per ~~eek), Press releases to local media outlets~ online and print calendar listings,
window posters/flyers, hotel displays and flyers.
Experience with Proposed Program/Event
Has the program/event taken place before in Carlsbad? If so, how many times has it token place?
2024 will be the 4th annual event
Describe program/event history, compliance, success, etc.:
What started as a small outdoor activation during the pandemic has increased from 50
hearts to the proposed 500 hearts in 2024. Last year we recruited over 20 volunteers
to help hide the hearts throughout the entire weekend. Due to the demand from this
event we feel ,t can grow to It proposed quantity and become a legacy event for
Carlsbad Vtllege tor years to come.
Financial CapablUties/Budget CTBID Grants cannot make up more than 2596 of overall event revenue.
Desc:ribe other funding sources and levels including committed funds and potential matching funds:
CVA will supplement all other funding. This Is not a revenue generating e~~ent for CVA.
This is a free communi~ event.
Describe how CTBID grant funds would be used: (See list offunding llmitations)
CTBID funds would cover the cost of the glass hearts created by Barrio Glassworks,
hotel guest welcome products and targeted marketing expenses.
Applicant Background
This applicant Is a (an):
.®_Non-Profit QFor-Profit Qlocal Public Agency O1ndividual Oother
Years in Buslness:29 Number of Employees:3 Number ofVolunteers:_4_0 ___ _
Carlsbad Tourism Business Improvement District
1635 Faraday Ave. • Carlsbad, CA 92008 760-607-2923 " buslness@carfsbadca.gov • carlsbad.-:a.goy f 16 June 27, 2023 Item 2 -Page 4 o
CTBID Grant Guidelines & Application -FY 2022-2023
Are there other organizations, agendes, or businesses partnered on this application? If so, list them:
Barrio Glassworks
Marketing Materials Requirement
CTBID grant recipients will be required to recognize on all printed material that grant program is funded
in part by the CTBID.
The applicant acknowledges and agrees to adhere to the marketing requirements described above .
..!:Jl_, acknowledge marketing requirements
Reporting Requirements
Depending on the grant amount and type of program/event, a report on how granted funds were spent,
event budget, number of room nights generated, proof of meeting marketing requirements, and/or a
media coverage recap m~y be required to be filed with the CTBID within 30 days of the event
conclusion. Proof of program expenses (i.e. receipts) are required to be held for two years during which
time the CTBID reserves the right to audit the records .
CTBID staff will provide the applicant with any necessary reporting requirements prior to the
distribution or funds. As noted In the CTBID grant guidelines, should a grant-funded event fall to take
place, or miss its target by more than 50%, the grant recipient may be required to return a portion of or
all granted funds to t he CTBID.
The applicant acknowledges and agrees to adhere to the reporting requirements described above.
...m_l acknowledge reporting requirements
Certification
I, the undersigned, do hereby attest that the above Information is t rue and correct to the best of my
knowledge and that if award,cl)fun~ all ~keting and reporting requirements will be met.
;i:l::e: ~e~dt&
Date:~
Submittal Information
Cleaf Application
Print Application
Submit Application
To submit your application, email a completed copy, Including attachments to business@carisbadca.gov with the
subject: CTBID Grant Application.
Allow two business days to acknowledge submittal. CTBID Staff will keep applicants informed of progress during
consideration. If you have questions about the application, please email buslness@carlsbadca.gov.
Carlsbad Tourism Business Improvement District
1635 Faraday Ave. • Carlsbad, CA 92008 ~ 760-607-2923
June 27, 2023 buslness@carlsbadca.gov ,ie~lsbad~~~5 ot 16
Proposal Budget
4th Annual Hearts of Carlsbad Village Feb. 10 & 11, 2024
(A free, family-friendly placemaking community event)
Custom blown glass hearts -500 $20,000.00
Website geocoding map $1,000.00
Digital Marketing Services $1,500.00
Print promotion and advertisement $1,300.00
Hotel promotion program $7,500.00
Staffing $700.00
Management $3,000.00
Total Project Cost $35,000.00
Attachment B
Carlsbad Village Association I carlsbad-village.com I (760) 644-2121 I chris@carlsbad-village.com
June 27, 2023 Item 2 Page 16 of 16