1995-0601_CALIF DEPT OF TRANSPORTATION_Marking AgrAgreement # 12-17TA-002
State of California
Department of Transportation
Division of Operations, Maintenance, Permits
Standard Provisions of Agreement
The City of San Juan Capistrano hereinafter referred to as RECIPIENT has agreed to accept
the provisions contained herein, including all Attachments and Addenda (these Provisions), as a
condition of its acceptance of a reimbursement project from the Federal Highway Administration
hereinafter referred to as Funds. The State of California acting through the Department of
Transportation's District 12's Division of Operations and Maintenance, hereinafter referred to as
CALTRANS, shall have the administrative responsibilities described in these provisions.
This agreement entered into the 1st of June 1995, is between CALTRANS and the
RECIPIENT.
ARTICLE 1. PROJECT DESCRIPTION
SECTION 1, The RECIPIENT will be responsible for marketing of a neighborhood -based
telework center in San Juan Capistrano, hereinafter called PROJECT. The RECIPIENT agrees to
complete the PROJECT as described in the attached Project Description and Cost Proposal.
SECTION 2. RECIPIENT agrees that if Funds prove insufficient to complete the described
PROJECT, that payment of any additional amounts required shall be the sole responsibility of
RECIPIENT. RECIPIENT further agrees that it will secure and provide, without further
CALTRANS assistance under this agreement, such additional resources as are necessary to pay these
additional amounts and expeditiously complete the PROJECT.
ARTICLE 2. SCOPE OF WORK
SECTION 1. RECIPIENT shall be responsible for complete performance of the work
described in the approved Scope of Work for the Project Funds in accordance with the description
contained in Attachment A. All work shall be accomplished in accordance with the applicable
provisions of State and Federal Regulations.
SECTION 2. RECIPIENT acknowledges and agrees that RECIPIENT is the sole manager of
the proposed PROJECT and its subsequent employment for the benefit of the public. The
RECIPIENT shall he solely responsible for complying with the funding and use restrictions
established by the statutes from which the funds are derived and the terms of this agreement.
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Agreement # 12-17TA-002
RECIPIENT shall indemnify, defend and hold harmless CALTRANS, relative to any misuse by
RECIPIENT of Funds, Project property or Project generated income or other fiscal acts or omissions
of RECIPIENT.
SECTION 3. A schedule of PROJECT tasks and costs is included in the attached Scope of
Work. CALTRANS need not pay RECIPIENT any amount greater than the approved FHWA
reimbursement project award.
SECTION 4. The Scope of Work includes an estimated completion date for the Project or
work identified therein and RECIPIENT shall conform to those completion dates.
SECTION 5. The RECIPIENT shall submit a written request for approval to the District
Transportation Demand Management (TDM) Project Manager prior to any and all changes in project
scope. All changes are subject to State and Federal approval.
SECTION 6. The Project Manager for the RECIPIENT will be Cassandra Walker, who can
be reached at (714)493-1171. The CALTRANS Project Manager will be Ms. Barbara Gossett, who
can be reached at (714) 724-2732.
ARTICLE III. PERIOD OF PERFORMANCE
SECTION 1. This agreement shall begin on June 1, 1995, contingent upon approval by
CALTRANS and will terminate on April 30, 1996. RECIPIENT shall notify the District TDM
Project Manager in advance of any changes in the scheduled completion date.
ARTICLE IV. PAYMENT PROVISIONS
SECTION 1. Not more frequently than monthly nor less frequently than quarterly,
RECIPIENT will prepare and submit to CALTRANS (directed to the attention of the Program
Manager responsible for the administration of the Project for CALTRANS) an invoice for work
completed. Each invoice shall comprise documentation of the nature of these costs and shall be
accompanied by a report describing the overall work status and progress toward Project completion.
SECTION 2. CALTRANS shall reimburse RECIPIENT the total costs of eligible items
reported to have been incurred in furtherance of the Project up to the funding limit stated in the
reimbursement project award. However, total reimbursement will only be provided upon completion
of the Project in a manner satisfactory to CALTRANS and receipt within thirty days thereafter of a
final invoice and four copies of the final report. Reimbursement will be made only for work
performed after the effective date of this agreement and prior to the Last Expenditure Date. As used
in this agreement, Last Expenditure Date refers to the last date for RECIPIENT to expend any funds
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Agreement # 12 -FTA -002
from the funding source referenced on the face sheet of the agreement.
Any administrative costs incurred by the RECIPIENT for management of this
agreement shall be reimbursed from contract expenditures as incurred by subcontractor(s), if any. In
no case can CALTRANS pay an invoice for more than the costs incurred, and full amount payable
under this Agreement cannot exceed $25,000.
SECTION 3. Delivery by CALTRANS of any funds provided pursuant to this agreement is
contingent upon prior budget action by the Federal Government, fund allocation by FHWA, and
submittal by RECIPIENT and approval by CALTRANS of all required documentation. In the event
reimbursement project funds are restricted, limited or otherwise conditioned by acts of Congress or
the FHWA, CALTRANS shall not be held liable for any resulting damage or penalty. In the event
of any such imposition of additional conditions, delay, cancellation or reduction in funding,
RECIPIENT shall be excused from meeting the time and expenditure schedule to the extent of such
delay, cancellation or reduction and this agreement will be amended to reflect the necessary changes
in scope or scheduling of the Project.
SECTION 4. RECIPIENT shall comply with all the state and federal audit requirements
applicable to the PROJECT.
SECTION 5. RECIPIENT shall not commence performance of work or services until this
agreement has been approved by Caltrans. No payment will be made prior to approval nor for any
work performed prior to approval of this agreement.
SECTION 6. The total amount payable by the State, including the fixed fee, shall not exceed
$25,000. Expenditures under this agreement shall not exceed the following amounts per identified
fiscal years:
Intended Amount Intended Encumbrance Date FY FY Ending
$25,000 7/1/94 94/95 6/30/95
SECTION 7. Payments will be made as promptly as fiscal procedures permit upon receipt by
the District Project Manager of an itemized signed invoice in triplicate. Invoices shall be mailed to
the following address:
Department of Transportation
District 12
Division of Traffic Operations and Maintenance
2501 Pullman Street
Santa Ana, California 92705
Attention: Barbara Gossett
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Agreement # 12-FrA-002
SECTION 8. RECIPIENT shall provide written notification to the District TDM Project
Manager in advance of any changes in program direction that may require budget revisions.
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Agreement # 12 -FTA -002
ARTICLE V. REPORTS AND RECORDS
SECTION 1. RECIPIENT and its contractors shall establish and maintain an accounting
system and records that properly accumulate and segregate incurred costs by line item for the
PROJECT. RECIPIENT and contractor accounting systems shall conform to generally accepted
accounting principles (GAAP), enable the determination of incurred costs at interim points of
completion, and provide support for invoices. All accounting records and other supporting papers of
RECIPIENT and its contractors connected with performance under this agreement shall be
maintained for a minimum of three years from the date of final payment to RECIPIENT under these
provisions and shall be held open to inspection and audit by representatives of CALTRANS and the
Auditor General of the State and copies thereof will be furnished upon request. In conducting an
audit of the costs claimed under these provisions, CALTRANS will rely to the maximum extent
possible on any prior audit of RECIPIENT pursuant to the provisions of federal and state laws. In
the absence of such an audit, any acceptable audit work performed by RECIPIENTS' external and
internal auditors and/or federal auditors will be relied upon and used by CALTRANS when planning
and conducting additional audits.
SECTION 2. In determining eligibility for each item of cost incurred in the implementation
of the PROJECT, the RECIPIENT and its contractors shall be bound by 48 CFR, Federal Acquisition
Regulation System, Chapter 1 Part 31, "Contract Cost Principles and Procedures." Any costs for
which payment has been made to the RECIPIENT that are determined by subsequent audits to be
unallowable under CFR 48, are subject to repayment by RECIPIENT to CALTRANS within 30 days
of demand, or within such other period as may be agreed between the parties hereto. CALTRANS
is authorized to withhold future payments due RECIPIENT from any source, including but not
limited to, the State Treasurer, the State Controller and the California Transportation Commission.
In conducting accounting, auditing and procurement procedures, the RECIPIENT shall comply
with 49 CFR, Part 18, "Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments."
SECTION 3. For the purpose of determining compliance with Public Contract Code 10115,
et seq., and Title 21, California Code of Regulations, Chapter 21, Section 2500 et. seq., when
applicable, and other matters connected with the performance of the agreement pursuant to
Government Code Section 8546.7, the RECIPIENT, its subcontractors, and CALTRANS shall
maintain all books, documents, papers, accounting records, and other evidence pertaining to the
performance of the agreement, including but not limited to the costs of administering the agreement.
All parties shall make such materials available at their respective offices at all reasonable times
during the agreement period and for three years from the date of final payment under the agreement.
The State, the State Auditor General, FHWA, or any duly authorized representative of the Federal
government shall have access to any books, records, and documents of the RECIPIENT that are
pertinent to the agreement for audits, examinations, excerpts, and transactions and copies thereof
shall be furnished if requested.
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Agreement # 12 -FTA -002
SECTION 4. RECIPIENT will insert clauses to the effect of Sections 1, 2, and 3 of the
above Article V in all of its contracts funded under these Provisions.
SECTION 5. RECIPIENT agrees to provide, on a quarterly basis, a report on the progress
of the PROJECT. The Progress Report is due to CALTRANS within 5 days following the end of the
quarter. The Report should contain the following: (1) whether the PROJECT is proceeding on
schedule and within budget, (2) any requested changes to the PROJECT Scope of Work, (3) major
accomplishments during the period, (4) any actual or anticipated problems which could lead to delays
in schedule, increased costs or other difficulties, (5) the status of the PROJECT Budget, and (6) the
status of critical elements of the PROJECT.
ARTICLE VI. GENERAL PROVISIONS
SECTION 1. In the performance of work under these provisions, RECIPIENT, its
contractor(s) and all subcontractors will not discriminate against any employee or applicant for
employment because of race, religious creed, medical condition, color, marital status, ancestry, sex,
age, national origin, or physical handicap (Government Code Section 12940 et seq.). RECIPIENT,
its contractor(s) and all subcontractors will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, religious
creed, medical condition, color, marital status, ancestry, sex, age, national origin, or physical
handicap. Such action shall include, but not be limited to, the Hlowing: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. RECIPIENT, its
contractor(s) and all subcontractors shall post in conspicuous places, available to employees and
applicants for employment, notice to be provided by CALTRANS setting forth the provisions of this
section.
RECIPIENT shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under this Agreement.
The RECIPIENT shall perform the work contemplated with resources available within its own
organization and no portion of the work shall be subcontracted without written authorization by the
State's Project Manager, except that which is expressly identified in the Scope of Work/Cost
Proposal. Subcontractors, if utilized, shall be selected by the Request For Proposal (RFP) or
Invitation For Bid (IFB), and Disadvantaged Business Enterprise goals shall be established and the
requirements complied with by any subcontractor performing services for City under this agreement.
Any subcontract in excess of $25,000, entered into as result of this agreement, shall contain all
provisions stipulated in this agreement to be applicable to the subcontractors. Any substitution of
subcontractor must be approved in writing to Project Manager in advance of assigning work to a
substitute subcontractor.
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Agreement # 12 -FTA -002
SECTION 2. RECIPIENT, its contractor(s) and subcontractors will permit access to all
records of employment, employment advertisements, application forms, and other pertinent data and
records by the U.S. Department of Transportation (hereinafter referred to as U.S. DOT), the State
Fair Employment Practices and Housing Commission, or any other agency of the State of California
designated by CALTRANS, for the purpose of investigation to ascertain compliance with Section 1
of this Article VI.
SECTION 3. RECIPIENT agrees to comply, and assure the compliance by subcontractors,
with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 USC, Subsection
2000d) and the regulations of the U.S. DOT issued thereunder, 49 CFR, Part 21; and with the
applicable regulations regarding participation by minority business enterprises (MBE) set forth at 49
CFR, Part 23.
SECTION 4. CALTRANS has established no goals for the participation of DBE for this
agreement. However, the RECIPIENT shall be fully informed respecting Part 23, Title 29, Code of
Federal Regulations, which is incorporated by reference, and is urged to obtain DBE participation
should a clearly defined portion of the work become available.
RECIPIENT shall have the sole duty and authority under this agreement to determine whether
good faith efforts were sufficient as outlined in Public Contract Code Sections 2000 and 10115 et
seq., and the Military and Veterans Code Sections 999 et seq.
SECTION 5. Neither CALTRANS nor any officer or employee thereof shall be responsible
for any damage or liability occurring by reason of anything done or omitted to be done by
RECIPIENT, its agents and contractors, under or in connection with any work, authority, or
jurisdiction delegated to RECIPIENT under this agreement or duties of RECIPIENT relative to a
project. It is also understood and agreed that, pursuant to Government Code Section 895.4,
RECIPIENT shall fully indemnify and hold CALTRANS harmless from any liability imposed for
injury (as defined by Government Code Section 810.8) or environmental obligations or duties arising
or created by reason of anything done or imposed by operation of law or assumed by, or omitted to
be done by RECIPIENT under or in connection with any work, authority or jurisdiction delegated to
RECIPIENT under this agreement.
SECTION 6. The agreement, these reimbursement project provisions, the Project
Description and the Scope of Work approved by CALTRANS constitute the entire terms of the
agreement between the parties for the work to be performed pursuant to this reimbursement project.
The Project Description and/or the Scope of Work may be modified, altered or revised only by a
formal written amendment between RECIPIENT and CALTRANS.
SECTION 7. Any dispute concerning a question of fact arising under this agreement that is
not resolved shall be decided by Caltrans's Contract Officer, who may consider any written or verbal
evidence submitted by RECIPIENT. The decision of the Contract Officer, issued in writing, shall be
June 29, 1995 Page 8 of 10
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Agreement # 12 -FTA -002
conclusive and binding on both parties to the agreement on all questions of fact considered and
determined by the Contract Officer.
SECTION 8. This agreement may be amended or modified only by mutual written agreement
of the parties.
ARTICLE VII. TERMINATION OF PROJECT
SECTION 1. CALTRANS reserves the right to terminate funding for any Project upon
written notice to RECIPIENT in the event that RECIPIENT fails to proceed with the -work in
accordance with the Scope of Work or otherwise violates the conditions of these Reimbursement
Project Provisions or the fund allocation such that substantial performance is significantly
endangered. In the event of such termination, RECIPIENT shall be reimbursed its authorized costs
up to the FHWA's share of allowable PROJECT costs incurred prior to the date of termination,
provided that all other terms and conditions of this agreement have been met. Any such termination
shall be accomplished by delivery to RECIPIENT of a Notice of Termination, which notice shall
become effective not less than 30 days after receipt, specifying the reason for the termination, the
extent to which funding of work under these provisions is terminated and the date upon which such
termination becomes effective, if beyond 30 days after receipt. During the period before the
effective termination date RECIPIENT and CALTRANS shall meet to attempt to resolve any dispute.
SECTION 2. RECIPIENT may terminate PROJECT upon written notice to CALTRANS in
the event that RECIPIENT and/or its subcontractor(s) desire to cease PROJECT. Any such
termination shall be accomplished by delivery to CALTRANS of a Notice of Termination, which
notice shall become effective not less than 30 days after receipt, specifying the reason for the
termination, the extent to which funding of work under these provisions is terminated and the date
upon which such termination becomes effective, if beyond 30 days after receipt. During the period
before the effective termination date RECIPIENT and CALTRANS shall meet to attempt to resolve
any dispute.
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Agreement # 12 -FTA -002
IN WUNESS WHEREOF, the parties hereto have executed this Agreement.
State of California
Department of Transportation
BY:—� C DATE:
J Hecker, Deputy Division Chief
ivision of Traffic Operations and Maintenance
APPROVED AS TO FORM:
RECIPIENT:
APPROVED AS TO FORM:
fornia
//, P,— J, /,/
BY: .
Richard Denhalter
City Attorney San Juan Capistrano, California
June 29, 1995
DATE: q5
DATE: 2�//
Page 10 of 10
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Attachment A
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SCOPE OF WORK AND COST PROPOSAL FOR
SAN JUAN CAPISTRANO TELEBUSINESS CENTER
Proieet Title
San Juan Capistrano Telebusiness Center.
Project Description
A telework center provides a location where information workers can report that is close to their homes
but still provides a somewhat structured environment.
This Project provides funds for marketing activities of a telework center in San Juan Capistrano, which
opened in the spring of 1995 (dba The San Juan Capistrano TeleBusiness Center). The Center is located at
31648 Rancho Viejo Road, Ste. B, San Juan Capistrano, 92675. It contains twenty (20) work stations, housed
in 2,100 square feet in a leased office space.
The project includes the following work elements as part of the specified Agreement:
1. Coordinate the activities of all aspects of the TeleBusiness Center's promotional and marketing
process.
Hours: 300
2. Supervise the creation of direct mail and other written solicitations to residents in nearby neighborhoods.
This will result in an increase of the public's awareness of telecommuting and the TeleBusiness Center,
and help identify potential facility tenants. Production costs of this activity will not be home by this
funding request.
Hours: 120
3. Develop all promotional materials for Public Awareness programs.
Hours: 180
4. Conduct sales calls on potential employers and other prospects for TeleBusiness Center occupancy.
Hours: 240
5. Plan and coordinate Grand Opening with public and private individuals and organizations.
Hours: 40
6. Recruit collateral promotional activities and materials with other TeleCenters.
Hours: 120
The funding request is to cover a six-month period of the labor costs required for the promotional activities for
the project. This is a fully -burdened rate of $25/hour, for 1,000 hours.
•_.dam„ •
August 7, 1995
Mr. Joe Hecker, Division Chief
Operations & Maintenance
Caltrans District 12
2501 Pullman Street
Santa Ana, California 92705
MEMBERS OF THE CITY COUNCIL
COLLENE CAMPBELL
WYATT HART
GILMNES
CAROLYN NASH
DAVID SWERDLIN
CIV MANAGER
GEORGE SCARBOROUGH
Re: AAareement 12 -FTA -002 - TeleBusiness Center in San Juan Capistrano
Dear Mr. Hecker:
At their meeting of August 1, 1995, the City Council of the City of San Juan Capistrano
approved Agreement No. 12 -FTA -002 with the Department of Transportation for marketing
a neighborhood -based telework center in San Juan Capistrano.
Enclosed for your files is a fully -executed copy of Agreement No. 12 -FTA -002.
Please do not hesitate to call if you need further information.
Very truly yours,
Cheryl Johnson
City Clerk
Enclosure
cc: Chuck Hauswirth
Cassandra Walker, Community Development Administrator
Randy Marshall, Accountant
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171
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1961
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1776
August 7, 1995
Mr. Joe Hecker, Division Chief
Operations & Maintenance
Caltrans District 12
2501 Pullman Street
Santa Ana, California 92705
MEMBERS OF THE CITY COUNCIL
COLLENE CAMPBELL
WYATT HART
GILMNES
CAROLYN NASH
DAVID SWERDLIN
CIV MANAGER
GEORGE SCARBOROUGH
Re: AAareement 12 -FTA -002 - TeleBusiness Center in San Juan Capistrano
Dear Mr. Hecker:
At their meeting of August 1, 1995, the City Council of the City of San Juan Capistrano
approved Agreement No. 12 -FTA -002 with the Department of Transportation for marketing
a neighborhood -based telework center in San Juan Capistrano.
Enclosed for your files is a fully -executed copy of Agreement No. 12 -FTA -002.
Please do not hesitate to call if you need further information.
Very truly yours,
Cheryl Johnson
City Clerk
Enclosure
cc: Chuck Hauswirth
Cassandra Walker, Community Development Administrator
Randy Marshall, Accountant
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171
0
0
State of California
Department of Transportation
Fund Transfer Agreement
Effective Date of Agreement: June 15, 1995
Recipient: City of San Juan Capistrano
Complete Title of Project: San Juan Capistrano Telebusiness Center/Marketing
Fund Authorization: Headquarters, Division of Traffic Operations
Fund Source: U. S. Department of Transportation - Federal Highway Administration (FHWA)
Amount: $25,000.00
Fiscal Year: 1994-1995.
Last Expenditure Date: April 30, 1996
Termination Date of Agreement: April 30, 1996
June 29, 1995 Page 1 of 10
Fal1�x-^ J.-95 1.3 34
CQ_TPnNS D'.ST 1.2
STgiE !]F !_p UF7PNIA-8t1�INF55 AND T*P09TAPCN a3EN(:V
DEPARTMENT Or TRANSPORTATION
DIST2;C7 17
2501 PULLMAN 51"EY ..
SAWA ANA. CA 92'105
City of San Juan Capistrano
32400 Paseo AdeIanto
San Juan Capistrano 92675
Attention: Cassandra Walker
Dear Ms. Walker:
August 2, 1995
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Post -It" brand fax transmittal memo 76711#
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In regard to the Fund Transfer Agreement #12FTA002 currently awaiting signature by the City:
Caltrans is aware that the City has already selected the consultant for the telecommuting work center in the
City. The Fond Transfer Agreement will provide salary costs for marketing of the Center, which opened in
March, 1995.
Article VI, Section 1, requires that no work be subcontracted "except that which is expressly
identified in the Scope of WO&Xost Proposal The Scope of Wotic, incorporated into the Agreement, was
developed by the consultant, and it is understood that the consultant will be the primary party responsible
for completion of the work. The City has confirmed that they have approved the Scope, and will provide
oversight during its completion by the consultant.
District I2 is looking forward to working with the City to establish the TeleBusiness Cerner in San
Juan, as Rom as the Agroement can be signed. If you have any questions, please call Barbara Gossett or
Anthony Lee, at (714) 7242732 or 724-2250.
c: Barbara Gossetr
Michael Seaman, OTDM
Sincerely,
E HECKER
Division Chief
Operations & Maintenance
Caltrans District 12
TOTAL P.01
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MEMORANDUM August 1, 1995
TO: Honorable Mayor and Members of the City Council
FROM: George Scarborough, City Manage
SUBJECT: Caltrans Contract for the San Juan eleBusiness Center operated by Charles
Hauswirth
In March of 1995, the City Council entered into an Agreement with Charles Hauswirth for the
operation of a TeleBusiness Center in San Juan Capistrano to promote telecommuting services. The
original funding for the TeleBusiness Center came from an OCTA grant that was passed from the City
to Mr. Hauswirth with a 5 percent administrative fee deducted. Mr. Hauswirth has been able to
facilitate an additional $25,000 in funding from Caltrans for the marketing and operation of the
Center. This funding is from Fiscal Year 1994-95 and must be committed quickly.
I would recommend adding consideration of the Caltrans contract to the Agenda this evening by a
4/5 vote. The attached contract has already been executed by Caltrans pending approval by the City
Council. Staff would bring back a formal contract with Chuck Hauswirth at the next meeting to
allow the funding to flow to the TeleBusiness Center with the 5 percent administrative fee attached.
The TeleBusiness Center will be located in Ortega Business Center and is currently un4prgoing tenant
improvements. The expected opening is September 1995.
X O'0U17 (
Gtorge,
P-VM4rd
Tenri�Fer
C asooa/re