HomeMy WebLinkAbout1996-08-20; City Council; Resolution 96-2871.
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RESOLUTION NO. 96-287
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE CARLSBAD
CONVENTION AND VISITOR'S BUREAU GCVB) AND APPROPRIATING $52,850 FROM THE
CONTINGENCY ACCOUNT AVAIMBLE BALANCE
WHEREAS, the City Council of the City of Carlsbad has determined
that it is in the best interest of the City to promote tourism and provide services to
visitors to the City; and
WHEREAS, the City Council has further determined that the Carlsbad
Convention and Visitor's Bureau possesses the necessary skills to provide these
services to the City of Carlsbad; and
WHEREAS, the Carlsbad Convention and Visitor's Bureau has
agreed to provide these services under the terms and conditions of the agreement
attached hereto.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad, California as follows:
1. That the above recitations are true and correct.
2. That the Mayor is hereby authorized to execute the attached
agreement, Exhibit A, between the City of Carlsbad and the Carlsbad Convention
and Visitor's Bureau to provide professional services related to the promotion of
the City of Carlsbad.
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3. That an appropriation of $52,850 from the Contingency account
available balance is authorized.
PASSED, APPROVED AND ADOPTED at a regular meeting of the
City Council on the3day of August , 1996, by the following vote, to wit:
AYES: Council Members Lewis, Nygaard, Kulchin, Hall and Fi
NOES: None
ABSENT: None
Mayor
ATTEST:
6ktL 4!.*ay ALETHA L. RAUTENKRANZ
City Clerk (SEAL)
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EXHIBIT A
AGREEMENT BETWEEN THE CITY OF CARLSBAD AND
THE CARLSBAD CONVENTION AND VISITOR'S BUREAU
TO PROVIDE PROFESSIONAL SERVICES RELATED TO
THE PROMOTION OF THE CITY OF CARLSBAD
THIS AGREEMENT, made and entered into as of the Lhday of Sept . , 1996,
and effective from August 1, 1996 to October 30, 1997, by and between the CITY OF
CARLSBAD, a municipal corporation, hereinafter referred to as 'City," and the
CARLSBAD CONVENTION AND VISITORS BUREAU, a non-profit corporation,
hereinafter referred to as "CCVB."
RECITALS
The City requires the services necessary for the promotion of the City of
Carlsbad; and the CCVB possess the necessary skills and qualifications to provide the
services required by the City.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, the City and the CCVB agree as follows:
A. CCVB OBLIGATIONS
The City agrees to engage, and the CCVB agrees to perform the services
described below:
A. Manage and coordinate a marketing program that positions Carlsbad as a
prime destination in Southern California.
B. Generate awareness of Carlsbad in those geographic regions of the United
States which provide the largest number of visitors to Southern California each year.
C. Operate the Visitor Information Center in the AT&SF Depot seven days per
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week from 9 a.m. to 5 p.m. Monday through Friday, IO a.m. to 4 p.m. on Saturday, and
10 a.m. to 3 p.m. on Sunday except New Year's Day, Easter, Thanksgiving and
Christmas Day to assist visitors to Carlsbad.
D. Enhance the current travel writer's program by organizing additional visits to
Carlsbad by several travel writers that result in published articles promoting
Carl s bad.
E. Promote local community events including the San Diego Marathon, the
Carlsbad 5000, the Carlsbad Triathlon, the La Costa Golf event and the Toshiba tennis
classic in the following ways:
provide hotellmotel referrals
0 staff information booths as requested by the city and/or the private promoters
0 distribute promotional literature relafed to the events from the Visitor
Information Center before and during the events.
F. Develop private funding for advertising co-op programs, central reservations
fees and other participatory fees to support a full-time, aggressive tourism marketing
program.
G. Implement an evaluative tracking method and submit quarterly reporting of
the following information gathered from each phone call or visit to the Visitor
Information Center:
1. Place of residence
2. Number of potential visitors
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3. Purpose of trip (business or personal)
4. How they heard of Carlsbad
5. How they got the number of the Visitor Center
H. Provide monthly and/or quarterly information on occupancy rates and room
rates for the Carlsbad and the North San Diego County area.
1. Establish a corporatelgroup sales incentive program which would include
special group rate and room-rate promotions during low season and sales to individual
and group wholesalers.
2. CITY OBLIGATIONS
The City will provide use of the Visitor Information Center at the AT&SF Depot,
as well as any city owned equipment and furnishings currently located therein.
3. FEES TO BE PAID TO CCVB
The total fee payable for the services to be performed shall not exceed $264,000.
No other compensation for services will be allowed except those items covered by
supplemental agreements per Paragraph 8, "Changes in Work".
4. DURATION OF CONTRACT
This agreement shall extend for a period of fifteen (15) months beginning August
1, 1996 with an optional twelve (12) month extension. Staff will report to Counsel on
the status of the contract no later than 120 days prior to the initial termination date of
the contract.
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5. PAYMENT OF FEES
For the services described above, the City will compensate the CCVB as
described below:
A. Payments for the operations of the Visitor Center shall be made to the CCVB
in equal monthly installments by the 15'h of each month for the 15 months beginnin$
August 1996 and ending October 1997. The monthly payment amount will be $7,800.
B. Payments for all other programs will be released to the CCVB up to a
maximum of $147,000. Funds will be released for the programs on a reimbursement
basis up to the amounts shown below:
1. Travel Writer Program $1 5,500
3. Trade Shows 15,000
4. Advertising 70,500
5. Brochures 26,500
6. Video 500
Total Compensation $1 47!000
2. Promotion of local Community Events 19,000
Requests for reimbursement may be made no more frequently than monthly. The
request should be submitted to the Finance Director in the form shown in Attachment 1
or in a similar format as approved by the Finance Director. All equipment and software
licenses purchased under this agreement will be and shall remain the property of the
City of Carlsbad.
C. The City reserves the right to terminate or reduce the funding levels outlined
in the Agreement in the event of City revenue reductions. Recommended reductions
will be reported to the City Council who shall determine the modified funding level.
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6. INFORMATION AND REPORTS
The CCVB shall provide the City Council with quarterly reports of the activity and
expenses of the CCVB as funded under this Agreement. These reports shall
summarize activities and expenses for the three-month period ending in October 1996
and January, April, July, and October 1997 and include the following information:
A. A written description of the activities of CCVB for the quarter.
B. A statistical report showing the results of the information gathered from
the inquiries at the Visitor Information Center as described in Section 1 .G.
C. Reports as described in Section 1 .H.
D. A statistical report showing the results of the corporate/group sales activities
as described in Section 1. I.
E. An accounting of the funds spent by program in the format shown in
Attachment 2 or in a similar format as approved by the Finance Director
7. RECORDS AND INSPECTION
The CCVB shall maintain full and accurate records with respect to all matters
covered under this Agreement. The City shall have free access at all times to such
records, and the right to examine and audit the same and to make transcripts there
from, and to inspect all program data, documents, proceedings, and activities. These
documents shall be retained for a period of one (1) year after completion of the
contract.
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8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the CCVB or the City,
and informal consultations with the other party indicate that a change in the conditions
of the contract is warranted, the CCVB or the City may request a change in contract.
Such changes shall be processed by the City in the following manner: A letter outlining
the required changes shall be forwarded to the City by the CCVB to inform them of the
proposed changes along with a statement of estimated changes in charges or time
schedule. A Standard Amendment to Agreement shall be prepared by the City and
approved by the City according to the procedures described in Carlsbad Municipal
Code Section 3.28.1 72. Such Amendment to Agreement shall not render ineffective or
invalidate unaffected portions of the Agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The CCVB warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for the CCVB, to solicit or secure this
Agreement, and that the CCVB has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, the City shall have the right to
annul this Agreement without liability, or, in its discretion, to deduct from the Agreement
price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fees, gift, or contingent fee.
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IO. NONDISCRIMINATION CLAUSE
The CCVB shall comply with applicable State and Federal laws regarding
nondiscrimination.
11. TERMINATION OF CONTRACT
This agreement may be terminated by either party upon tendering thirty (30:
days written notice to the other party. In the event of such suspension or termination,
upon request of the City, the CCVB shall assemble the work product and put same in
order for proper filing and closing and deliver said product to City. In the event of
termination, the CCVB shall be paid for work performed to the termination date;
however, the total shall not exceed the fee payable under paragraph 4. The Finance
Director shall make the final determination as to the portions of tasks completed and
the compensation to be made.
12. CLAIMS AND LAWSUITS
The CCVB agrees that any contract claim submitted to the City must be asserted
as part of the contract process as set forth in this agreement and not in anticipation of
litigation or in conjunction with litigation. The CCVB acknowledges that if a false claim
is submitted to the City, it may be considered fraud and the CCVB may be subject to
criminal prosecution. The CCVB acknowledges that California Government Code
sections 12650 et seq., the False Claims Act, provides for civil penalties where a
person knowingly submits a false claim to a public entity. These provisions include
false claims made with deliberate ignorance of the false information or in reckless
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disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover
penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs,
including attorney's fees.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference.
b (Initial)
13. STATUS OF THE CCVB
The CCVB shall perform the services provided for herein in CCVB's own way as
an independent contractor and in pursuit of CCVB's independent calling, and not as an
employee of the City. CCVB shall be under control of the City only as to the result to
be accomplished, but shall consult with the City as provided for in the request for
proposal. The persons used by the CCVB to provide services under this agreement
shall not be considered employees of the City for any purposes whatsoever.
The CCVB is an independent contractor of the City. The payment made to the
CCVB pursuant to the contract shall be the full and complete compensation to which
the CCVB is entitled. The City shall not make any federal or state tax withholdings on
behalf of the CCVB or hidher employees or subcontractors. The City shall not be
required to pay any workers' compensation insurance or unemployment contributions
on behalf of the CCVB or hidher employees or subcontractors. The CCVB agrees to
indemnify the City within 30 days for any tax, retirement contribution, social security,
overtime payment, unemployment payment or workers' compensation payment which
the City may be required to make on behalf of the CCVB or any employee or
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subcontractor of the CCVB for work done under this agreement or such indemnificatior
amount may be deducted by the City from any balance owing to the CCVB.
The CCVB shall be aware of the requirements of the Immigration Reform anc
Control Act of 1986 and shall comply with those requirements, including, but not limitec
to, verifying the eligibility for employment of all agents, employees, subcontractors anc
Consultants that are included in this agreement.
14. CONFORMITY TO LEGAL REQUIREMENTS
The CCVB shall cause all final reports to conform to all applicable requirements
of law: federal, state and local. CCVB shall provide all necessary supporting
documents, to be filed with any agencies whose approval is necessary.
CCVB agrees to allow City or its designated representative to monitor, audit,
review, and examine the methods, procedures, and results of CCVB.
15. OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All plans, studies, brochures, reports and equipment (including software
licenses) as herein required or authorized to be purchased under this agreement are
the property of the City, whether the work for which they are made be executed or not.
In the event this contract is terminated, all plans, studies, brochures, reports and
equipment (including software licenses) shalt be delivered forthwith to the City. CCVB
shall have the right to make one (1) copy of the documents for his/her records.
17. REPRODUCTION RIGHTS
The City agrees that all copyrights which arise from creation of the work
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pursuant to this contract shall be vested in the City and hereby agrees to relinquish all
claims to such copyrights in favor of the City.
18. HOLD HARMLESS AGREEMENT
CCVB agrees to indemnify and hold harmless the City of Carlsbad and it5
officers, officials, employees and volunteers from and against all claims, damages
losses and expenses including attorney fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct or negligent act or
omission of the CCVB, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable, except where caused
by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad.
CCVB shall at his own expense, upon written request by the City, defend any
such suit or action brought against the City, its officers, officials, employees and
volunteers. CCVB's indemnification of City shall not be limited by any prior or
subsequent declaration by the CCVB.
19. ASSIGNMENT OF CONTRACT
The CCVB shall not assign this contract or any part thereof or any monies due
thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the CCVB shall subcontract any of the work to be performed under this
contract by the CCVB, CCVB shall be fully responsible to the City for the acts and
omissions of CCVB's subcontractor and of the persons either directly or indirectly
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employed by the subcontractor, as CCVB is for the acts and omissions of persons
directly employed by CCVB, Nothing contained in this contract shall create any
contractual relationship between any subcontractor of CCVB and the City. The CCVE
shall bind every subcontractor and every subcontractor of a subcontractor by the term5
of this contract applicable to CCVB's work unless specifically noted to the contrary ir
the subcontract in question approved in writing by the City.
21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this agreement, shall become directly or indirectly interested personally in
this contract or in any part thereof. No officer or employee of the City who is authorized
in such capacity and on behalf of the City to exercise any executive, supervisory, or
similar functions in connection with the performance of this contract shall become
directly or indirectly interested personally in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City, either before, during or after the execution of this contract, shall affect or modify
any of the terms or obligations herein contained nor entitle the CCVB to any additional
payment whatsoever under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all
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terms, conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
25. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the
City's conflict of interest code, that the CCVB will not be required to file a conflict of
interest statement as a requirement of this agreement. However, CCVB hereby
acknowledges that CCVB has the legal responsibility for complying with the Political
Reform Act and nothing in this agreement releases CCVB from this responsibility.
26. INSURANCE
The CCVB shall obtain and maintain for the duration of the contract and any and
all amendments insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the work hereunder by the
CCVB, his agents, representatives, employees or subcontractors. Said insurance shall
be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key
Rating of not less than "A-:V" and shall meet the City's policy for insurance as stated in
Resolution No. 91 -403.
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A. Coverage and Limits.
CCVB shall maintain the types of coverage and minimum limits indicated
herein, unless a lower amount is approved by the City Attorney or City Manager:
1. Comprehensive General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply
separately to the work under this contract or the general aggregate shall be twice the
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for CCVB's
work for the City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
3. Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to the
CCVB's profession with limits of not less than $1,000,000 per claim. Coverage shall be
maintained for a period of five years following the date of completion of the work.
B. Additional Provisions.
CCVB shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all policies excluding
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Workers' Compensation and Professional Liability.
2. The CCVB shall furnish certificates of insurance to the City before
commencement of work.
3. The CCVB shall obtain occurrence coverage, excluding Professional
Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the agreement and any
extension thereof and shall not be canceled without 30 days prior written notice to the
City sent by certified mail.
5. If the CCVB fails to maintain any of the insurance coverage required
herein, then the City will have the option to declare the CCVB in breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies
in order that the required coverage may be maintained. The CCVB is responsible for
any payments made by the City to obtain or maintain such insurance and the City may
collect the same from the CCVB or deduct the amount paid from any sums due the
CCVB under this agreement.
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27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the CCVB in connection with the
foregoing are as follows:
For City: Title: City of Carlsbad
Name: Finance Director
Address: 1200 Carlsbad Village Drive
Carlsbad CA 92008
For CCVB : Title: Carlsbad Convention and Visitors Bureau
Name: Steve Link
Address: P.O. Box 1401
Carlsbad, CA 92018
28. BUSINESS LICENSE
CCVB shall insure they are in compliance with all City of Carlsbad Business
License requirements for the duration of the contract.
29. ENTIRE AGREEMENT
This agreement, together with any other written document referred to or
contemplated herein, embody the entire agreement and understanding between the
parties relating to the subject matter hereof. Neither this agreement nor any provision
hereof may be amended, modified, waived or discharged except by an instrument in
writing executed by the party against which enforcement of such amendment, waiver or
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discharge is sought.
Executed by CCVB this 2 a a d day of bUG.u.5~- ,19 9 4.
CCVB: c ITY:
CARLSBA CONVEN NAND
VISITOR UREAU
Mayor
By: NO J Ubil INE SIGAFPO$E lA&
Chairperson of the Board
/" ATTEST: By \>p:? : >- c --x ~- L,
L WANAMAKER
9 Secretary of the Board
ALETHA L. RAUTENKRANZ - 7 City Clerk
September 4, 1996
Date
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1 STATE OF CALIFORNIA }ss.
COUNTY OF c Qd b,,, l2 }
- On 06 aa, \.5-<" L , before me, ._ J e~6'2 ( ry i personally appeared 00 f\ nsQ &< c,& G- A G Xe.
, personally known to
(or proved to me on the basis of satisfactory evidence) to be the person@) whose name0 is,
subscribed to the within instrument and acknowledged to me that Wshe/tkey executed the si
in kts/her/hir authorized capacity(ies), and that by htssiherltkeir signature@) on the instrumenl
person@ or the entity upon behalf of which the person(f-) acted, executed the instrument.
&ynm #!0485li
TARY PUW\C CAL\FC';.'
(Thss ai!:^ 101 ot+~c!al :jotaria: ><,al>
- ---..
Title of Document rnd\.< acA r\, .. '1 L,l -0. X G7rAssn4 c CnbJ vi c
Date of Document 2\72 I~L) No. of Pages \? +- GTT~ c L,
Other signatures not acknowledged Ld - \.s q, j?Au4 &J k7A-n) c 7
'
__.-.-- ~--.~_~ ___.___ ____
3008 (1!9(
First American Title lrisuranc
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(Proper notarial acknowledgment of execution by CCVB must be attached.)
(President or vice-president and secretary or assistant secretary must sign for
corporations. If only one officer signs, the corporation must attach a resolution certified
by the secretary or assistant secretary under corporate seal empowering that officer to
bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY ’ - Deputy City Attorney
17
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Carlsbad Convention and Visitor's Bureau
Reimbursement Request
For the Period Ended I 199-
Amount Requested lvisitor Center Operations
Personnel: eI Staff Salaries Benefits Management Allocation
Total Personnel
Overhead: Utilities
Outside Services
MainVRental Equipment Allocation Omce Supplies
Postage
Travel
Insurance
Total Overhead I
Equipment Purchases: L--t7 Give Item DescriptionlCost
Total Equipment
0 Total Visitor Center Operations
]Program Expenditures
Travel Writer Proqram #,
nl a.
Management Allocation
Equipment Allocation
Consultant Other (list)
Subtotal
Communitv Events
Management Allocation
Equipment Allocation Advertising
Other (list)
Subtotal
Trade Shows
Certification:
Management Allocation Equipment Allocation Travel Costs
SupplieslMaterials
Subtotal
Advertisinq
I certify that the above amounts were spent for the purposes
and in the amounts as set forth in the contract between the
City of Carlsbad and the Carlsbad Convention and Visitors
Bureau dated
Signature
E Management Allocation
Equipment Allocation
Advertisement (attach copy) Advertisement (attach copy)
Advertisement (attach copy)
Advertisement (attach copy)
Other
Subtotal
Brochures wx Management Allocation
Equipment Allocation Design and Printing
Subtotal
Video - Management Allocation Production Costs
Subtotal
0 Total Program Expenditures
TOTAL AMOUNT REQUESTED FOR REIMBURSEMENT n
0 e ATTACHM
Carlsbad Convention and Visitor's Bureau
Accounting of Funds
For the Quarter Ended ,199-
TOTAL EXPENSES
For the Quarter Contract to Date lvisitor Center Operations I
Personnel %e Staff Salaries
Benefits
Management Allocation
Total Personnel
Overhead
~~
Utilities
Outside Services
MainffRental
Equipment Allocation
Office Supplies
Postage
Travel
Insurance
Total Omhead
Eaui~ment Purchases -
0
+ Grve Item DescriptionlCost
Total Equipment
0 Total Visitor Center Operations
I Program Expenditures
Travel Writer Roqram &a3
H,&
RBI
%e
Management Allocation
Equipment Allocation
Consultant
Other (list)
Subtotal
Cornrnunitv Events
Management Allocation
Equipment Allocation
Advertising
Other (list)
Subtotal
Trade Shows
Management Allocation
Equipment Allocation
Travel Costs
SupplieslMaterials
Subtotal
Advertising E Management Allocation
Equipment Allocation
Advertisement (attach copy)
Advertisement (attach copy)
Advertisement (attach copy)
Advertisement (attach copy)
Other
Subtotal I
Brochures
Management Allocation
Equipment Allocation
Design and Printing
Subtotal
w L-t7% Management Allocation
Roduction Costs
Subtotal
Total Program Expenditures 0 0
0 0 TOTAL PERIOD EXPENDITURES
CALIFORNIA ALL-P aOSE ACKNOWLEDGMENT @
personally appeared
whose name(s) isiare subscribed to the within instrumer
and acknowledged to me that heisheithey executed th
same in hidheritheir authorized capacity(ies), and that b
hidheritheir signature(s) on the instrument the person(s
or the entity upon behalf of which the person(s) actec
executed the instrument.
.-~...-
Though the information below is not required by law, it may prove valuable to persons relying on the document and could preveni
fraudulent removal and reattachment of this form lo another document.
Description of Attached Document
Title or Type of Document: . ______~~ ~-_. __..
Document Date:
Signer(s) Other Than Named Above:
____ Number of Pages:
CapacityQes) Claimed by Signer(s)
.. 0 Individual ,. j Individual
0 Corporate Officer
U Partner - Limited : ' General . .: Partner - ' Limited iL General
17 Attorney-in-Fact :. Attorney-in-Fact
13 Guardian or Conservator : Guardian or Conservator
r..: Corporate Officer
Title(s) : Tit le( s) : __ ..-
Other: 1 :I Other: ____.....___ _____
-~____ .~-- _._____.__ ~
Signer Is Representing: Signer Is Representing:
.---... ~-. _-.. ._._._. ~ ____... .~.. .... .. ~ ~ . . ... . .~_~_ --... __
_._... ~ ~.~ ____ ___. ~ ..~ ~~-. .~ __.___.__ .~ . ~ __ . . .~. ~~ ~~ ~~~ _.....____.._