the mission of ocfec is… celebration of orange …

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The mission of OCFEC is… CELEBRATION OF ORANGE COUNTYS COMMUNITIES, INTERESTS, AGRICULTURE AND HERITAGE (with results justifying resources expended) NOTICE OF MEETING 32 ND District Agricultural Association OCFEC Board of Directors Thursday, May 24, 2018 9:00 a.m. Administration Building OC Fair & Event Center 88 Fair Drive Costa Mesa, California Board of Directors Barbara Bagneris, Board Chair Robert Ruiz, Vice Chair Nick Berardino, Member Gerardo Mouet, Member Ashleigh Aitken, Member Stan Tkaczyk, Member Douglas La Belle, Member Sandra Cervantes, Member Newton Pham, Member Secretary-Treasurer 32 nd DAA Counsel Kathy Kramer CFE, CFEE, CMP Josh Caplan Chief Executive Officer, OCFEC Office of the California Attorney General Those persons wishing to attend the meeting and who may require special accommodations pursuant to the provisions of the Americans with Disabilities Act are requested to contact the office of the 32 nd District Agricultural Association (714) 708-1500, at least five working days prior to the meeting to insure the proper arrangements can be made. At the discretion of the Board of Directors, all items appearing on this Agenda, whether or not expressly listed for action, may be deliberated and may be subject to action by the Board of Directors. The Board may convene to closed session pursuant to Government Code section 11126, subdivisions (a) and (e) to consider personnel evaluation and/or possible litigation. Items may not necessarily be taken up in the order shown on this Agenda. This agenda, and all notices required by the Bagley-Keene Open Meeting Act are available on the Internet at: www.ocfair.com

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The mission of OCFEC is…

CELEBRATION OF ORANGE COUNTY’S COMMUNITIES, INTERESTS, AGRICULTURE AND HERITAGE

(with results justifying resources expended)

NOTICE OF MEETING

32ND District Agricultural Association OCFEC Board of Directors Thursday, May 24, 2018

9:00 a.m.

Administration Building OC Fair & Event Center

88 Fair Drive Costa Mesa, California

Board of Directors

Barbara Bagneris, Board Chair Robert Ruiz, Vice Chair

Nick Berardino, Member Gerardo Mouet, Member Ashleigh Aitken, Member

Stan Tkaczyk, Member Douglas La Belle, Member Sandra Cervantes, Member Newton Pham, Member

Secretary-Treasurer 32nd DAA Counsel Kathy Kramer CFE, CFEE, CMP Josh Caplan Chief Executive Officer, OCFEC Office of the California Attorney General

Those persons wishing to attend the meeting and who may require special accommodations pursuant to the provisions of the Americans with Disabilities Act are requested to contact the office of the 32nd District Agricultural Association (714) 708-1500, at least five working days prior to the meeting to insure the proper arrangements can be made. At the discretion of the Board of Directors, all items appearing on this Agenda, whether or not expressly listed for action, may be deliberated and may be subject to action by the Board of Directors. The Board may convene to closed session pursuant to Government Code section 11126, subdivisions (a) and (e) to consider personnel evaluation and/or possible litigation. Items may not necessarily be taken up in the order shown on this Agenda. This agenda, and all notices required by the Bagley-Keene Open Meeting Act are available on the Internet at: www.ocfair.com

OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING May 24, 2018, PAGE 2 OF 5

AGENDA

1. CALL TO ORDER All matters noticed on this agenda, in any category, may be considered for action as listed. Any item not so noticed may not be considered. Items listed on this Agenda may be considered in any order, at the discretion of the chairperson.

2. THE MISSION OF OCFEC IS… Celebration of Orange County’s Communities, Interests, Agriculture and Heritage (with results justifying resources expended).

3. PLEDGE OF ALLEGIANCE

4. ROLL CALL (Policy 4.5.2.B)

5. CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

6. MATTERS OF PUBLIC COMMENT Public comment is allowed on issues NOT on the current Agenda. However, no debate by the Board shall be permitted on such public comments, and no action will be taken on such public comment items at this time, as law requires formal public notice prior to any action on a docket item. Speakers are requested to sign in prior to the start of the meeting and are limited to three minutes. Comments will be accepted on Agenda items during the meeting. Speakers wishing to address the Board on items on the agenda are requested to sign in prior to the start of the meeting and identify the agenda item(s) on which you desire to address the Board. Speakers are limited to three minutes.

7. MINUTES:

A. Board Meeting held April 26, 2018 Action Item

8. CONSENT CALENDAR: (Policy 4.3.4) All matters listed under Consent Calendar are operational matters about which the Board has governing policies, implementation of which is delegated to the CEO. They will be enacted in one motion. There will be no discussion of these items prior to the time the Board of Directors votes on the motion, unless members of the board, staff or public request specific items to be discussed separately and/or removed from this section. Any member of the public who wishes to discuss Consent Calendar items should notify the Chair of the Board, at the time requested and be recognized by invitation of the Chair to address the Board.

A. Standard Agreements: SA-022-18PA; SA-023-18PA; SA-024-18PA; SA-061-18GE; SA-069-18HB; SA-081-18HB; SA-085-18AS; SA-086-18AS; SA-087-18AS; SA-089-18GE; SA-095-18GE; SA-096-18GE; SA-097-18PA; SA-098-18PA; SA-099-18PA; SA-100-18PA; SA-101-18PA; SA-103-18PA; SA-104-18PA; SA-105-18PA; SA-106-18PA; SA-108-18PA; SA-112-18PA; SA-113-18PA; SA-126-18AS; SA-129-18GE; SA-130-18BB; SA-131-18BB; SA-132-18HB; SA-133-18HB; SA-134-18HB; SA-135-18GE; SA-136-18GE; SA-137-

OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING May 24, 2018, PAGE 3 OF 5

18FT; SA-138-18YR; SA-139-18GE; SA-140-18GE; SA-141-18SP; SA-142-18SP; SA-144-18FT; SA-145-18YR; SA-160-18FT; SA-161-18YR; SA-162-18YR;SA-163-18YR; SA-164-18YR; SA-165-18YR

B. Amendments: SA-053-18HB (Amend. #1)

C. Letters of Understanding (LOU): International Alliance of Theatrical Stage Employees, Local 504 (IATSE)

D. Rental Agreements: R-024-18; R-025-18; R-026-18; R-058-18; R-075-18; R-082-18; R-094-18; R-109-18

E. Active Joint Powers Authority Agreements: None

F. Commercial Rental Agreements: 18058; 18091; 18101; 18114; 18115; 18150; 18155; 18603; 18604; 18605; 18607; 18608; 18609; 18610

G. Concession Rental Agreements: 18542; 18543; 18544; 18545; 18546; 18547; 18548; 18549; 18550; 18551; 18552; 18553; 18554; 18555; 18556; 18557; 18558; 18559; 18560; 18561; 18562; 18563; 18564; 18565; 18566; 18567; 18568; 18569; 18570; 18571; 18572; 18573; 18575; 18577; 18578; 18579; 18580; 18581; 18582; 18583; 18584; 18585; 18586; 18587; 18588; 18589; 18590; 18591; 18592; 18593; 18594; 18595

H. Independent Amusement Rental Agreements: 18631; 18632; 18634; 18635;

18636; 18637

I. Platinum Rental Agreements: 18701; 18706; 18728; 18735; 18738; 18737

J. Judging Agreements: VA-001-18; VA-002-18; VA-003-18; VA-004-18; EX-003-18; EX-004-18; VA-005-18; VA-006-18; VA-007-18; VA-008-18; VA-009-18; VA-010-18; VA-011-18; VA-012-18; VA-013-18; VA-014-18; VA-015-18; VA-016-18; VA-017-18; VA-018-18; VA-019-18; VA-020-18; VA-021-18

K. Correspondence: Communications to the Board from the public in response to Board discussion or to comments made before the Board are to be listed on the meeting agenda and included in the Board materials as an item of public disclosure.

i. Correspondence related to the Master Site Plan and/or Equestrian Center.

-End of Consent Calendar-

9. GOVERNANCE PROCESS

A. Committee / Ad Hoc Committee / Liaison Reports Information Item

OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING May 24, 2018, PAGE 4 OF 5

To assure compliance with the Bagley-Keene Act, Committee reports are only for the purpose of the Committee chair, Ad Hoc Committee members or Liaison to provide a verbal update. Should the Board want to discuss any Committee work item not already on the agenda; those would need to be agendized for a future Board meeting.

i. Heroes Hall Veterans Foundation Board (Director Berardino, Chair; Director La Belle)

ii. Financial Monitoring Committee (Director Pham, Committee Chair; Director Mouet)

iii. Legislative Monitoring Committee (Director Berardino, Committee Chair; Director Aitken)

iv. Master Site Plan Ad Hoc Committee (Director La Belle, Committee Chair; Vice Chair Ruiz)

v. Tenant Liaison Ad Hoc Committee (Director Tkaczyk, Committee Chair; Director Berardino)

vi. Equestrian Center Ad Hoc Committee (Director Aitken, Committee Chair; Director Tkaczyk)

vii. Pacific Amphitheatre Operation Evaluation & Review Ad Hoc Committee (Director Berardino, Committee Chair; Director Tkaczyk)

B. Adoption of California State Assembly Bill AB 2490 / Contracting

Policies and Procedures Action Item

C. Crossroads of the West Gun Show

Information Item D. Annual Review of OC Fair Ticket Allocation to Heroes Hall Veterans

Foundation Board per Memorandum of Understanding Action Item

E. Art Astor Collection Discussion

Information Item

F. Discussion on Equestrian Center Utilization and Integration Action Item

G. Independent Performance Audit Information Item

H. Five-Year Strategic Business Plan Workshop Action Item

10. CLOSED SESSION (Closed to the Public)

A. Pending Litigation – The Board will meet in closed session to consult with legal counsel regarding the following pending litigation. [Gov. Code section 11126(e).]

i. To confer with and receive advice from legal counsel regarding potential

litigation involving the 32nd District Agricultural Association. Based on

OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING May 24, 2018, PAGE 5 OF 5

existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. (Govt. Code, § 11126, subd. (e).)

ii. To confer with and receive advice from legal counsel regarding potential

litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, there is significant exposure to litigation against the 32nd District Agricultural Association. (Govt. Code, § 11126, subd. (e).)

11. BOARD OF DIRECTORS MATTERS OF INFORMATION 12. NEXT BOARD MEETING: JUNE 28, 2018 13. ADJOURNMENT

Respectfully submitted,

Kathy Kramer CFE, CFEE, CMP Secretary-Treasurer Chief Executive Officer, OCFEC Date of notice: 4:30 p.m. May 14, 2018

OC Fair & Event Center • 32nd District Agricultural Association 88 Fair Drive, Costa Mesa, CA 92626 • (714) 708-1500 • ocfair.com

The following financial reports as of April 30, 2018, are enclosed for your reference. Income Statement For the month ended April 30, 2018, year-to-date Net Proceeds were negative $3.2M. This is favorable to the budget of negative $5.1M by $1.9M. Full year 2018 Revenue of $4.0M remains favorable to Budget of $3.7M by $.3M. Year Round Events helped Interim Parking, Personnel, and Catering. However, several small events did not renew for April, holding the month below Budget by $.2M. Interest income continued favorable, with LAIF rates increasing to 1.7% during the month. Total year-to-date Operating Expenses of $5.9M were favorable to Budget of $6.9M by $1.0M. Positive variances were related to payroll/benefits/taxes from unfilled positions. Professional Services, Advertising, Maintenance and Utilities expense were also favorable to budget. Non-Operating Expenses were favorable due to the timing of Major Projects and GASB 68 pension adjustment. Balance Sheet For April 2018 Accounts Receivable was $1.6M vs. $3.3M in April of prior year, due to less outstanding deposits. Likewise, Deferred Revenues were $7.4M compared to $7.5M prior year. These funds will be reclassified as Revenue per State and GAAP guidelines when services are rendered. Statement of Cash Flows As of April 28, 2018, OCFEC’s Cash and Investments were $46.5M vs. $36.7M, a year-over-year increase of $9.8M. Year to date Capital Expenditures were $635k. Full year Capital Expenditures are projected at $2.9M vs. $4.2M in prior year. Planned projects are primarily repairs, pending completion of the Master Site Plan Project.

32nd DAA OC Fair & Event Center

Year to DateBusiness Unit Financial Results

As of April 30, 2018

Year-Round Events Business Unit

Contribution Margin Statement

Year to Date as of April, 20182018 2018 2017 2018

Year to Date Year to Date % FY Year to Date Full Year

Actual % Budget % Actual % Budget

Rental of Facilities 1.2 35% 1.1 32% 1.0 29% 3.5

Personnel Services 0.5 30% 0.5 30% 0.4 26% 1.7

Concessions 0.5 38% 0.4 34% 0.3 27% 1.3

Equipment Rentals 0.2 31% 0.2 27% 0.2 25% 0.7

Admissions/Parking 1.0 40% 0.9 37% 0.7 27% 2.6 Other Revenue 0.0 6% 0.0 8% 0.0 8% 0.2

Total Direct Revenue $3.5 35% $3.2 32% $2.7 27% $9.9

Payroll/Related 0.8 31% 0.8 32% 0.6 23% 2.5

Outside Services 0.1 20% 0.1 46% 0.0 8% 0.3

Supplies/Equipment/Rentals 0.0 34% 0.1 42% 0.0 14% 0.1

Facility/Related 0.2 29% 0.2 35% 0.1 23% 0.6Marketing/Related 0.1 54% 0.0 35% 0.0 14% 0.1

Other Expense 0.1 316% 0.0 44% 0.0 77% 0.0

Total Direct Expense $1.2 32% $1.3 34% $0.8 21% $3.8

Contribution to Overhead and CapEx $2.3 37% $1.9 31% $1.9 30% $6.2

Self-Produced Events Business Unit

Contribution Margin Statement

Year to Date as of April, 20182018 2018 2017 2018

Year to Date Year to Date Year to Date Full Year

Actual % Budget % Actual % Budget

Admissions 0.0 0.0% 0.0 0.0% 0.0 0.0% $9.1

Concessions 0.0 0.0% 0.0 0.0% 0.0 0.0% 8.3

Carnival 0.0 0.0% 0.0 0.0% 0.0 0.0% 3.9

Sponsorships 0.0 2.1% 0.0 2.3% 0.0 0.7% 1.8

Commercial Space 0.0 0.1% 0.0 0.1% 0.0 0.1% 1.4

Parking 0.0 0.0% 0.0 0.0% 0.0 0.0% 2.3

Other Revenue 0.1 5.9% 0.1 4.0% 0.1 4.9% 1.2

Total Direct Revenue $0.1 0.4% $0.1 0.3% $0.1 0.3% $28.0

Payroll/Related 0.8 13.6% 0.9 14.6% 0.7 12.1% 6.2

Outside Services 0.2 6.4% 0.2 6.3% 0.2 6.2% 2.9

Marketing/Related 0.1 4.8% 0.2 9.2% 0.1 3.7% 1.7

Supplies/Equipment/Rentals 0.1 6.0% 0.2 8.3% 0.1 3.1% 2.5

Attractions 0.0 1.1% 0.0 1.8% 0.0 1.8% 1.2

Other Expense 0.1 3.9% 0.0 1.9% 0.0 1.0% 1.9

Total Direct Expense $1.3 8.2% $1.5 9.2% $1.1 6.8% $16.3

Contribution to Overhead and CapEx ($1.2) -10.4% ($1.4) -12.0% ($1.0) -8.7% $11.7

Pacific Amphitheatre Business Unit

Contribution Margin Statement

Year to Date as of April, 20182018 2018 2017 2018

Year to Date Year to Date Year to Date Full YearActual % Budget % Actual % Budget

Ticket Sales 0.0 1% 0.0 0% 0.0 0% 7.1

Facility Fee 0.0 0% 0.0 0% 0.0 0% 1.0

Concessions 0.0 0% 0.0 0% 0.0 0% 0.3

Parking 0.0 0% 0.0 0% 0.0 0% 0.8

Sponsorship 0.0 0% 0.0 0% 0.0 0% 0.0

Other Revenue 0.0 0% 0.0 0% 0.0 0% 0.1

Total Direct Revenue $0.0 1% $0.0 0% $0.0 0% 9.3$

Performers' Fees 0.0 0% 0.0 0% 0.0 0% 4.5

Outside Services 0.1 4% 0.1 4% 0.1 4% 1.5

Marketing/Related 0.1 34% 0.2 57% 0.1 22% 0.3

Supplies/Equipment/Rentals 0.0 0% 0.0 4% 0.0 1% 0.1

Payroll/Related 0.0 0% 0.0 0% 0.0 0% 0.2

Other Expense 0.0 6% 0.0 7% 0.0 7% 0.3

Total Direct Expense $0.2 3% $0.3 4% $0.1 2% 7.0

Contribution to Overhead and CapEx ($0.1) -6% ($0.2) -11% ($0.1) -5% $2.3

Support Services Business Unit

Net Overhead Summary

Year to Date as of April, 2018

2018 2018 2017 2018

Year to Date Year to Date Year to Date Full Year

Actual % Budget % Actual % Budget

Interest 0.2 50% 0.1 31% 0.1 19% 0.4

Facility Rentals 0.0 31% 0.0 31% 0.0 34% 0.1

Other Revenue 0.1 20% 0.1 37% 0.1 22% 0.4

Total Revenue $0.3 35% $0.3 34% $0.2 23% $0.9

Payroll/Related 2.3 28% 2.5 30% 2.1 25% 8.1

Facility/Related 0.4 23% 0.5 25% 0.4 24% 1.8

Supplies/Telephone/Postage 0.2 26% 0.3 39% 0.3 31% 0.9

Outside Services 0.2 30% 0.4 50% 0.1 18% 0.7

Insurance 0.1 32% 0.1 33% 0.1 22% 0.4

Other Expense 0.1 9% 0.2 23% 0.1 14% 0.7

Total Expense $3.3 26% $3.9 31% $3.1 24% $12.6

Net Overhead ($3.0) 25% ($3.6) 31% ($2.9) 24% ($11.7)

Non-Cash Expenses:

Depreciation Expense $1.1 33% $1.1 33% $1.1 33% $3.3

Total Non-Cash Expense $1.1 33% $1.1 33% $1.1 33% $3.3

2018 2017

Assets

Cash 5,517,467$ 3,744,943$

Investments 40,967,932 32,995,435 Accounts Receivable 1,582,982 3,278,135 Reserve for Bad Debt (22,192) (19,379) Prepaid Expenses 646,319 562,532 Deferred Outflows - Pension 4,332,393 2,061,693 Total Assets 53,024,901 42,623,359

Capital Projects in Process 2,213,401 6,428,710 Land 133,553 133,553 Buildings and Improvements 93,071,569 87,730,419 Equipment 7,326,656 7,340,068 Accumulated Depreciation (52,118,981) (48,805,422) Total Capital 50,626,198 52,827,328

Total Assets 103,651,099$ 95,450,687$

LiabilitiesAccounts Payable 959,464 869,080 Deferred Revenue 7,414,556 7,529,860 Payroll Liabilities 426,385 392,095 Deposits 9,744 14,501 Other Liabilities 436,674 436,674 Compensated Absences Liability 987,550 936,362 Deferred Inflows - Pension 36,550 437,969 Pension Liability 15,917,666 14,175,597 Total Liabilities 26,188,589 24,792,138

Net ResourcesInvestment in Capital Assets 50,626,198 52,827,328 Net Resources - Designated Use 959,341 859,341 Net Resources - Available for Operations 40,664,830 32,818,664 Unrestricted Net Position - Pension (11,621,823) (12,551,873) Net Resources - Auction Fund 4,299 13,502

80,632,845 73,966,962 Net Proceeds from Operations (3,170,335) (3,308,413)

Total Net Resources 77,462,510 70,658,549

Total Liabilities and Net Resources 103,651,099$ 95,450,687$

32nd D A A - OC Fair & Event CenterBalance Sheet (Unaudited)

April 30, 2018 and 2017

32nd D A A - OC Fair & Event Center

Statement of Operations - Detailed (Unaudited)

April 30, 2018 and 2017

2018 Budget 2017 Full

Year to Date Year to Date Budget Year to Date Year over Year 2018

Amount Amount Variance Amount Variance BudgetOCFEC-PRODUCED EVENT REVENUE

ADMISSIONS TO GROUNDS

Gate Admissions -$ -$ -$ -$ -$ 7,818,614$

Advance Admissions - - - - - 3,603,854

Subtotal - - - - - 11,422,468

COMMERCIAL SPACE RENTALS 2,045 1,675 370 1,696 349 1,421,675

CARNIVAL & CONCESSIONS

Carnival - - - - - 3,871,050

Concessions 3,172 3,700 (528) 3,958 (786) 8,633,800

Subtotal 3,172 3,700 (528) 3,958 (786) 12,504,850

EXHIBITS REVENUE

Entry Fees 12,581 11,589 992 11,589 992 80,127

Donations/Awards - - - - - 2,766

Sales 5,094 3,069 2,025 2,869 2,224 19,192

Subtotal 17,675 14,658 3,017 14,458 3,216 102,085

ATTRACTIONS REVENUE 50,405 30,058 20,347 35,391 15,014 6,256,845

MISC OCFEC-PRODUCED EVENT REVENUE

Parking - - - - - 2,758,813

Sponsorships 37,287 41,000 (3,713) 13,100 24,187 1,803,000

Livestock Auction Receipts - - - - - 292,000

Camping - - - - - 98,000

Exhibitor Fees - - - - - 40,700

Miscellaneous Other Self Produced Revenue 91,666 66,667 24,999 66,667 24,999 66,667

Subtotal 128,953 107,667 21,286 79,767 49,186 5,059,180

TOTAL OCFEC-PRODUCED EVENT REVENUE 202,250 157,758 44,492 135,270 66,980 36,767,103

RENTAL REVENUE

RENTAL OF FACILITIES

Facility Rental Fees - - - - - 21,800

Grounds Wide Rentals - 10,600 (10,600) 10,575 (10,575) 39,400

Building 10 117,050 138,600 (21,550) 112,400 4,650 367,500

Building 12 77,555 56,000 21,555 44,700 32,855 170,700

Building 14 47,850 54,700 (6,850) 44,380 3,470 122,900

Building 16 34,100 31,900 2,200 18,900 15,200 89,500

The Hangar 71,500 79,500 (8,000) 62,800 8,700 251,500

Parade of Products 19,317 24,100 (4,783) 17,400 1,917 106,800

Breezeway - 2,000 (2,000) 4,043 (4,043) 54,300

Wine Courtyard 350 - 350 - 350 5,900

Silo Building 1,170 800 370 800 370 2,600

Millennium Barn - - - - - 4,100

Little Theater 2,100 - 2,100 - 2,100 11,400

Baja Blues Restaurant 5,200 2,800 2,400 2,625 2,575 6,400

Livestock Office - - - - - -

Parking Lot 770,691 642,375 128,316 605,488 165,203 1,961,491

Lawns 5,200 1,000 4,200 1,000 4,200 11,900

Event Camping 11,790 9,500 2,290 8,290 3,500 58,700

Festival Grounds 11,500 500 11,000 450 11,050 33,000

Mall 11,200 12,400 (1,200) 6,200 5,000 51,200

Grandstand Arena 3,900 - 3,900 - 3,900 20,800

Trailer Rallies - 1,300 (1,300) 1,300 (1,300) 1,700

Individual Camping 25,867 32,100 (6,233) 43,060 (17,193) 53,500

Pacific Amphitheater 7,000 31,100 (24,100) 30,975 (23,975) 52,800

Subtotal 1,223,339 1,131,275 92,064 1,015,385 207,954 3,503,491

OTHER RENTAL EVENT REVENUES

Interim Admissions 102,750 101,900 850 101,914 836 287,600

Interim Parking 954,959 865,900 89,059 605,734 349,225 2,582,100

Revenue from Personnel Services 523,340 517,900 5,440 447,951 75,389 1,770,367

Equipment Rentals 217,759 192,800 24,959 176,720 41,039 798,000

Year-Round Concessions 342,816 327,100 15,716 247,896 94,920 1,016,600

Outside Caterers 127,557 94,400 33,157 84,906 42,651 237,600

Outdoor Signs 16,000 16,000 - 16,000 - 48,000

Subtotal 2,285,182 2,116,000 169,182 1,681,122 604,060 6,740,267

EQUESTRIAN CENTER REVENUES

Stall Rentals 43,465 43,600 (135) 47,439 (3,974) 138,000

Subtotal 43,465 43,600 (135) 47,439 (3,974) 138,000

5/9/2018 12:24 PM Page 1

32nd D A A - OC Fair & Event Center

Statement of Operations - Detailed (Unaudited)

April 30, 2018 and 2017

2018 Budget 2017 Full

Year to Date Year to Date Budget Year to Date Year over Year 2018

Amount Amount Variance Amount Variance Budget

OTHER OPERATING REVENUES

Discounts Earned 4,669 - 4,669 - 4,669 22,639

Miscellaneous 47,455 16,410 31,045 14,505 32,950 244,390

Subtotal 52,124 16,410 35,714 14,505 37,619 267,029

TOTAL RENTAL REVENUE 3,604,110 3,307,285 296,825 2,758,452 845,658 10,648,787

TOTAL OPERATING REVENUE 3,806,359 3,465,043 341,316 2,893,721 912,638 47,415,890

NON-OPERATING REVENUE

Interest Earnings 205,184 128,000 77,184 77,422 127,762 407,000

Grants 17,725 68,576 (50,851) 58,576 (40,850) 153,804

Other Non-Operating Revenue 2,151 48,443 (46,292) 3,444 (1,293) 250,374

Prior Year Revenue (8,865) - (8,865) 16,021 (24,886) -

TOTAL NON-OPERATING REVENUE 216,195 245,019 (28,824) 155,462 60,733 811,178

TOTAL REVENUE 4,022,554 3,710,062 312,492 3,049,183 973,371 48,227,068

OPERATING EXPENSES

Payroll and Related:

Salaries/Wages - Permanents 1,908,788 2,039,318 130,530 1,767,974 (140,814) 6,431,371

Salaries/Wages - Overtime 12,306 11,421 (885) 13,948 1,642 66,618

Salaries/Wages - Temporaries 670,100 691,343 21,243 451,708 (218,392) 5,612,938

Employee Benefits 1,224,534 1,385,485 160,951 1,097,014 (127,520) 4,726,472

Travel Expense 29,104 29,044 (60) 25,571 (3,533) 124,066

Training and Recruiting Expense 41,866 21,018 (20,848) 28,528 (13,337) 71,687

Subtotal 3,886,697 4,177,629 290,932 3,384,744 (501,954) 17,033,152

Professional Services:

Professional Services 524,228 747,608 223,380 391,429 (132,799) 5,447,713

Judges 3,309 5,213 1,904 2,224 (1,085) 35,315

Subtotal 527,537 752,821 225,284 393,653 (133,883) 5,483,028

Directors Expense:

Directors Expense 4,950 4,500 (450) 4,444 (506) 11,597

Directors Mtg Expense 4,186 3,740 (446) 5,509 1,323 12,300

Subtotal 9,136 8,240 (896) 9,952 817 23,897

Insurance Expense 115,252 121,117 5,865 78,080 (37,172) 362,954

Telephone & Postage 60,045 56,781 (3,264) 55,412 (4,634) 185,791

Supplies and Equipment:

Office Supplies 37,480 37,188 (292) 25,750 (11,730) 168,213

Signs/Banners 13,099 13,406 307 14,274 1,175 228,315

Decorations/Props 61,181 63,775 2,594 30,043 (31,138) 225,269

Small Equipment 10,943 32,575 21,632 17,171 6,228 72,833

Audio Visual 12,777 19,950 7,173 14,178 1,401 21,700

Software 10,368 39,972 29,604 27,079 16,711 54,601

Computer Hardware & Peripherals 12,919 23,954 11,035 21,830 8,911 39,704

Farm 19,308 17,496 (1,812) 14,331 (4,977) 73,788

Ticketing/Wristbands 14,343 14,558 215 7,990 (6,352) 58,334

Equipment Rental 67,858 158,961 91,103 39,901 (27,958) 2,107,039

Equipment Maintenance & Supplies 50,456 86,688 36,232 74,348 23,892 242,638

Uniforms & Laundry 46,221 32,548 (13,673) 20,222 (25,999) 92,808

Subtotal 356,954 541,071 184,117 307,117 (49,837) 3,385,242

Facility and Related:

Maintenance of Buildings/Grounds 77,248 104,204 26,956 109,019 31,771 299,502

Utilities 213,272 214,801 1,529 211,649 (1,623) 1,204,741

Trash/Waste Removal 228,006 262,654 34,648 179,777 (48,229) 1,822,112

Rental of Facilities - 300 300 - - 1,000

Special Repairs 99,956 119,900 19,944 96,595 (3,361) 558,700

Subtotal 618,482 701,859 83,377 597,041 (21,441) 3,886,055

Publicity and Related:

Photography 2,380 4,700 2,320 1,025 (1,355) 15,446

Contests 179 - (179) - (179) 780

Printing 20,101 65,114 45,013 34,749 14,648 185,616

Advertising - Outdoor 3,000 1,500 (1,500) 3,000 - 255,889

Advertising - Radio 90,651 116,600 25,950 55,541 (35,110) 414,050

Advertising - TV - - - - - 526,389

5/9/2018 12:24 PM Page 2

32nd D A A - OC Fair & Event Center

Statement of Operations - Detailed (Unaudited)

April 30, 2018 and 2017

2018 Budget 2017 Full

Year to Date Year to Date Budget Year to Date Year over Year 2018

Amount Amount Variance Amount Variance Budget

Advertising - Print 15,017 53,616 38,599 13,713 (1,303) 164,688

Advertising - Online 9,132 27,444 18,312 11,630 2,498 217,125

Promotional Expense 42,233 50,950 8,717 30,598 (11,634) 112,936

Brochure Printing - 6,500 6,500 - - 20,500

Buttons Printing 7,758 12,416 4,658 - (7,758) 12,416

Media Relations 310 2,578 2,268 892 582 5,328

Public Relations Expense 20,748 14,599 (6,149) 8,552 (12,196) 115,449

Design & Production - 2,900 2,900 - - 8,700

Sponsorships 70,437 60,300 (10,137) 22,907 (47,530) 293,700

Special Projects - 65,500 65,500 1,762 1,762 237,538

Subtotal 281,946 485,017 203,071 184,370 (97,575) 2,588,550

Self-Produced Events Attractions Expense:

Arena/Hangar Acts - - - - - 610,000

Grounds Acts 12,700 20,500 7,800 20,398 7,698 567,530

Major Acts - - - - - 4,400,000

Attractions Hospitality - - - - - 119,098

Subtotal 12,700 21,500 8,800 20,398 7,698 5,701,628

Other Self-Produced Event Expense:

Competition Handbook 1,249 1,246 (3) 1,246 (3) 1,246

Jr. Livestock Auction Costs - - - - - 277,138

Subtotal 1,249 1,246 (3) 1,246 (3) 278,384

Premium Expense:

Cash Premiums 1,390 4,000 2,610 1,540 150 99,386

Trophies, Ribbons 2,028 7,731 5,703 2,059 31 11,268

Subtotal 3,418 11,731 8,313 3,599 181 110,654

Other Operating Expenses:

Cash Shortages/(Overages) (260) 255 515 18 278 18,693

Dues & Subscriptions 23,600 27,445 3,845 30,727 7,127 69,420

Bank Charges 32,074 38,866 6,792 28,035 (4,039) 364,748

Miscellaneous Expense 10,164 18,972 8,808 11,474 1,311 161,185

Subtotal 65,578 85,538 19,960 70,254 4,677 614,046

TOTAL OPERATING EXPENSE 5,938,993 6,964,550 1,025,557 5,105,866 (833,127) 39,653,381

Non-Operating Expenses

Depreciation Expense 1,100,000 1,100,000 - 1,087,572 (12,428) 3,300,000

Major Projects 65,089 448,000 382,911 141,948 76,859 340,000

Net Pension Adjustment - GASB 68 - 300,000 300,000 - - 900,000

Prior Year Expense 88,807 8,156 (80,651) 22,210 (66,597) 8,156

TOTAL NON-OPERATING EXPENSE 1,253,896 1,856,156 602,260 1,251,730 (2,166) 4,548,156

TOTAL EXPENSES 7,192,889 8,820,706 1,627,817 6,357,596 (835,293) 44,201,537

NET PROCEEDS (3,170,335)$ (5,110,644)$ 1,940,309$ (3,308,413)$ 138,078$ 4,025,531$

5/9/2018 12:24 PM Page 3

2018 2017CASH FLOWS FROM OPERATING ACTIVITIES

Excess of Expenses Over Revenues (3,170,335)$ (3,308,413)$

Adjustment to Reconcile Excess of Revenue Over Expenses

to Net Cash Provided by Operating Activities:

Non-Cash Charges (Credits) to Net Income

Depreciation Expense 1,100,000$ 1,087,572$

(Increase) Decrease in Assets

(Increase) Decrease in Accounts Receivable (922,219) (2,947,109)

(Increase) Decrease in Prepaid Expenses (573,405) (517,674)

Increase (Decrease) in Liabilities

Increase (Decrease) in Accounts Payable 202,205 (207,731)

Increase (Decrease) in Deferred Revenue 6,877,517 6,783,453

Increase (Decrease) in Payroll Liabilities (13,470) (5,073)

Increase (Decrease) in Deposits (22,358) 9,501

Total Adjustments 6,648,270$ 4,202,939$

Net Cash Provided (Used) by Operating Activities 3,477,935$ 894,526$

CASH FLOWS FROM INVESTING ACTIVITES

(Increase) Decrease in Capital Projects in Progress (570,032)$ (2,382,749)$

(Increase) Decrease in Building & Improvements 0 21,614

Net Cash Provided (Used) by Investing Activities (570,032)$ (2,361,135)$

CASH FLOWS FROM FINANCING ACTIVITIES

Net Cash Provided (Used) by Financing Activities 0 0

NET INCREASE (DECREASE) IN CASH 2,907,903$ (1,466,609)$

Cash and Cash Equivalent - Beginning of Period 43,577,496 38,206,988

Cash and Cash Equivalent - End of Period 46,485,399$ 36,740,379$

32nd District Agricultural Association

OC Fair & Event Center

Costa Mesa, CA

Statement of Cash Flows (Unaudited)

For the Four Months Ended April 30, 2018 and 2017

Description

2018

Approved

Budget

2018

Spending

2018

Remaining

Budget

Buildings and Improvements

Roof - Building 14 -$ 1,670$ (1,670)$

Bioswale - Internal Storm Water Mgmt. 300,000 - 300,000

Fall Protection - PacAmp - 859 (859)

Heroes Hall - (Retention held) 20,000 20,000 -

AV Equipment 18,000 - 18,000

(2) Irrigation Pumps - PacAmp Berm - 52,875 (52,875)

Furniture & Equipment 25,000 1,841 23,159

Restroom Remodel - Maintenance 50,000 40,822 9,178

Chain Link Fence - Arlington 180,000 - 180,000

Staging - Hangar 50,000 - 50,000

Water Intrusion Repair - Admin Bldg. 30,000 - 30,000

HVAC Repair - Huntington Bldg. 50,000 51,967 (1,967)

ADA Sidewalk Access - Heroes Hall 20,000 - 20,000

Storage Expansion - Lot G 30,000 617 29,383

Chicken Coop - Centennial Farm 28,000 - 28,000

Replace Sikaflex - Main Mall 50,000 - 50,000

Property Site Survey 80,000 - 80,000

Master Site Plan 50,000 - 50,000

HVAC Retrofit - Costa Mesa Bldg. 60,000 51,967 8,033

Seal & Stripe - Parking Lot 150,000 - 150,000

Parking Lot Repairs - Exterior 100,000 83,684 16,316

Parking Lot Repairs - Interior 350,000 92,218 257,782

Store Front Doors - Bldg. 12,14,& 16 60,000 - 60,000

Asphalt Replacement - ASA 40,000 - 40,000

Property Signage 100,000 - 100,000

Total Buildings and Improvements 1,841,000$ 398,520$ 1,442,480$

Furniture & Equipment

Taylor Dunn Carts -$ 12,044$ (12,044)$

Forklift 150,000 150,000

Hydraulic Power Lift 15,000 7,970 7,030

Utility Cart Cabs 5,000 5,000

Equip - Migrant Agricultural Memorial 50,000 50,000

TimeCenter Software 40,000 40,000

Time Scheduling Software 37,000 37,000

Wi-Fi Upgrade 60,000 38,327 21,673

Umbrellas 10,000 10,000

Equipment - Exhibit 90,000 90,000

Storm Drain Catch System 15,000 15,000

Network & Server Upgrades 135,000 56,063 78,937

Cable Ramps 12,000 12,891 (891)

2-Yard Trash Dumpsters 25,000 24,401 599

Electrical Storage Containers 8,000 7,309 691

Picnic Tables 15,000 15,000

Stantions 7,000 7,000

Total Furniture & Equipment 674,000$ 159,005$ 514,995$

32nd DAA - OC Fair & Event Center

Capital Expenditures & Major Projects Spending (Unaudited)Capital Expenditures & Major Projects Spending (Unaudited)

For the Four Months Ended April 30, 2018

Page 1 of 2

Description

2018

Approved

Budget

2018

Spending

2018

Remaining

Budget

32nd DAA - OC Fair & Event Center

Capital Expenditures & Major Projects Spending (Unaudited)Capital Expenditures & Major Projects Spending (Unaudited)

For the Four Months Ended April 30, 2018

Carnival Improvements

Carnival Red Gate Drain -$ 686$ (686)$

Carnival Midway Distro Panel - 1,968 (1,968)

Carnival Kidland Pull Box - 733 (733)

Carnival Red Gate Drain - 1,599 (1,599)

Carnival Fiber Sleeves - 1,503 (1,503)

Carnival Mustard Stand Utilities - 1,366 (1,366)

Carnival G-Force Electrical Relocation - 3,110 (3,110)

Carnival Kidland Sewer - 643 (643)

Carnival Gazebo Sewer - 166 (166)

Carnival Bumper Car Sleeve - 733 (733)

Total Carnival Improvements -$ 12,507$ (12,507)$

Major Projects

Silo Furniture -$ 2,943$ (2,943)$

Fair Material - 4,940 (4,940)

F & E Administration - 17,461 (17,461)

Fence Replacement - PacAmp 15,000 14,000 1,000

Wrought Iron Fence - PacAmp 25,000 22,770 2,230

Sewer Repair - Triangle Square 7,000 - 7,000

CEQA/Environmental Impact Report 250,000 2,975 247,025

Total Major Projects 297,000$ 65,089$ 231,911$

TOTAL CAPITAL BUDGET &

MAJOR PROJECTS2,812,000$ 635,121$ 2,176,879$

Contingency Fund 151,000$ -$ 151,000$

TOTAL CAPITAL BUDGET, MAJOR

PROJECTS & CONTINGENCY

FUNDS 2,963,000$ 635,121$ 2,327,879$

Page 2 of 2

Check No. Date Vendor Name Amount

83652 4/5/2018 Association of State CA Supervisors 72.00

83653 4/5/2018 Aquatic Service, Inc. 250.00

83654 4/5/2018 AT&T 4,009.00

83655 4/5/2018 Barbara Gregerson 334.20

83656 4/5/2018 Bill Young Productions, Inc. 1,875.00

83657 4/5/2018 California Technology Agency 839.00

83658 4/5/2018 California Fair Services Authority 2,040.62

83659 4/5/2018 California Fair Services Authority 462.00

83660 4/5/2018 Cirque Du Soleil 20,000.00

83661 4/5/2018 Cirque Du Soleil 41,000.00

83662 4/5/2018 Citi Bank 2,185.38

83663 4/5/2018 Citi Bank 136.81

83664 4/5/2018 City of Costa Mesa 15,835.75

83665 4/5/2018 CCS Orange County Janitorial, Inc. 845.00

83666 4/5/2018 CR&A Custom, Inc. 4,645.17

83667 4/5/2018 DeltaCare USA 566.19

83668 4/5/2018 Delta Dental Plan Of California 5,143.08

83669 4/5/2018 Department of Justice 5,100.00

83670 4/5/2018 Evelyn Hernandez 548.94

83671 4/5/2018 Flying Miz Daisy 300.00

83672 4/5/2018 Great American Entertainment Co. 4,998.00

83673 4/5/2018 Christine Gunst 93.03

83674 4/5/2018 Haitbrink Asphalt Paving, Inc. 6,200.00

83675 4/5/2018 IUOE, Craft/Maint. Division 2,100.70

83676 4/5/2018 Johnson Gray Advertising, Inc. 3,200.00

83677 4/5/2018 Kaiser Permanente 45,481.92

83678 4/5/2018 KLOS Radio, Inc. 2,550.00

83679 4/5/2018 Leslie Trasport 100.00

83680 4/5/2018 Let's Do Business Events 604.50

83681 4/5/2018 Limbach Company LP 2,082.00

83682 4/5/2018 Lisa Sexton 7,346.75

83683 4/5/2018 McKinley Elevator Corporation 727.50

83684 4/5/2018 Nikolas Kieler 79.35

83685 4/5/2018 Orange County Treasurer-Tax Collector 209.85

83686 4/5/2018 OutFront Media LLC 1,500.00

83687 4/5/2018 Ricoh Americas Corporation 394.21

83688 4/5/2018 Roberto Perez 61.77

83689 4/5/2018 SEIU Local 1000 CA State Employees Asso. 2,208.40

83690 4/5/2018 SNAP9! Magazine 50.00

83691 4/5/2018 Synergy Global Entertainment, Inc 17,799.80

83692 4/5/2018 The Gas Company 998.42

83693 4/5/2018 West Coast Emergency Medical Services 604.50

83694 4/5/2018 West-Lite Supply Co., Inc. 1,540.42

83695 4/12/2018 22nd District Agriculture Association 20,975.39

83696 4/12/2018 AT&T 1,911.24

OC Fair & Event Center

Accounts Payable Checks Summary

April 2018

Page 1 of 5

Check No. Date Vendor Name Amount

OC Fair & Event Center

Accounts Payable Checks Summary

April 2018

83697 4/12/2018 California Fairs Financing Authority 95,647.50

83698 4/12/2018 California Fair Services Authority 132.00

83699 4/12/2018 California Fair Services Authority 44.00

83700 4/12/2018 David Scholder 150.00

83701 4/12/2018 Employment Development Department 100.00

83702 4/12/2018 Evy Young 48.33

83703 4/12/2018 Franchise Tax Board 389.10

83704 4/12/2018 Christine Gunst 40.00

83705 4/12/2018 JamBase, Inc. 1,000.00

83706 4/12/2018 Jena Zarza 12.93

83707 4/12/2018 Jerry Liu & Associates 7,162.50

83708 4/12/2018 Joe A. Gonsalves & Son 5,000.00

83709 4/12/2018 Katies Creative Gifts and Balloons 983.59

83710 4/12/2018 KCBS-FM 2,167.50

83711 4/12/2018 KLAX 2,125.00

83712 4/12/2018 KROQ - FM 2,550.00

83713 4/12/2018 Lynette MacDonald 150.00

83714 4/12/2018 Mary Platis 150.00

83715 4/12/2018 Gravity Technologies Inc. 547.00

83716 4/12/2018 Oh! Snap Studios 4,999.00

83717 4/12/2018 Pam Highwart 57.95

83718 4/12/2018 Paola Costa 150.00

83719 4/12/2018 Quality Fence Co., Inc. 36,770.00

83720 4/12/2018 Rhonda Gawthrop 39.24

83721 4/12/2018 Rie Strong 484.00

83722 4/12/2018 Rocovitz Inc. dba Consolidated Office 366.57

83723 4/12/2018 Ruby Lau 71.27

83724 4/12/2018 Southern California Edison 4,658.49

83725 4/12/2018 State Disbursement Unit 403.73

83726 4/12/2018 State Controllers Office 58.59

83727 4/12/2018 Sue Robers 150.00

83728 4/12/2018 Sunbelt Rentals, Inc. 407.74

83729 4/12/2018 Technology Integration Group 24,591.95

83730 4/12/2018 Thomas J. Dunn 150.00

83731 4/12/2018 VStar Entertainment, LLC 8,371.50

83732 4/12/2018 West Coast Emergency Medical Services 2,030.52

83733 4/16/2018 Imagination Gallery, Inc. 12,700.00

83734 4/17/2018 U.S. Department of Homeland Security 700.00

83735 4/17/2018 U.S. Department of Homeland Security 1,225.00

83736 4/17/2018 U.S. Department of Homeland Security 1,140.00

83737 4/17/2018 U.S. Department of Homeland Security 85.00

83738 4/19/2018 Advanced Web Offset Inc. 2,418.99

83739 4/19/2018 Amlon Industries, Inc. 4,982.36

83740 4/19/2018 Amy Fox 200.00

83741 4/19/2018 Arthur Ramirez 200.00

Page 2 of 5

Check No. Date Vendor Name Amount

OC Fair & Event Center

Accounts Payable Checks Summary

April 2018

83742 4/19/2018 AT&T 79.02

83743 4/19/2018 AT&T 230.64

83744 4/19/2018 AT&T 10.00

83745 4/19/2018 Bandsintown, LLC 150.00

83746 4/19/2018 Bill Young Productions, Inc. 100.00

83747 4/19/2018 Marcus Bowman 200.00

83748 4/19/2018 California Fair Services Authority 44.00

83749 4/19/2018 California Fair Services Authority 13,512.96

83750 4/19/2018 Christian Hackett 800.00

83751 4/19/2018 CCS Orange County Janitorial, Inc. 19,294.85

83752 4/19/2018 Container Alliance Company 4,940.34

83753 4/19/2018 CR&A Custom, Inc. 1,332.49

83754 4/19/2018 Fire Sprinkler Inspections, Inc. 950.00

83755 4/19/2018 Frederic Rose 200.00

83756 4/19/2018 Johnson Gray Advertising, Inc. 2,050.00

83757 4/19/2018 JT Engineering 1,200.00

83758 4/19/2018 KCAL-FM 1,275.00

83759 4/19/2018 Kelly Associates Management Group LLC 4,950.00

83760 4/19/2018 Kevin Staniec 200.00

83761 4/19/2018 Khavarian Enterprises, Inc. dba Vision C 3,500.00

83762 4/19/2018 KOLA 1,275.00

83763 4/19/2018 La Habra Fence Company. Inc. 3,285.00

83764 4/19/2018 Lopez Works, Inc. 25,837.00

83765 4/19/2018 Mary Colmar 200.00

83766 4/19/2018 McLaughlin Waste Equipment, Inc. 19,497.23

83767 4/19/2018 Modular Space Corporation / Modspace 1,170.25

83768 4/19/2018 nQativ, LLC 2,037.50

83769 4/19/2018 Pasco Doors 1,580.71

83770 4/19/2018 Pinnacle Landscape Company 4,797.00

83771 4/19/2018 Pinnacle Petroleum, Inc. 1,754.26

83772 4/19/2018 Ricoh Americas Corporation 3,955.24

83773 4/19/2018 Roy Englebrecht Promotions 519.50

83774 4/19/2018 Safeguard Health Plans 35.71

83775 4/19/2018 Sand Sports Super Show 686.00

83776 4/19/2018 Sarah Garcia 200.00

83777 4/19/2018 Scharee Edmondson 8.00

83778 4/19/2018 Sound Media Fusion, LLC 38.50

83779 4/19/2018 Spectra 368.38

83780 4/19/2018 Stimulus Technologies of Californina LLC 10,064.39

83781 4/19/2018 Taller San Jose Hope Builders 10,000.00

83782 4/19/2018 TalentWise, Inc.dba Sterling Talent Solu 1,942.20

83783 4/19/2018 Thermal Concepts, Inc. 5,499.07

83784 4/19/2018 Trademark Hoist, Inc. 1,493.53

83785 4/19/2018 Trinh Mai 200.00

83786 4/19/2018 Ungerboeck Systems Inc. 1,050.00

Page 3 of 5

Check No. Date Vendor Name Amount

OC Fair & Event Center

Accounts Payable Checks Summary

April 2018

83787 4/19/2018 USA Connect dba PrePaid USA 39,549.95

83788 4/19/2018 Verizon Wireless 2,523.34

83789 4/19/2018 West Coast Emergency Medical Services 2,991.52

83790 4/26/2018 Ben's Asphalt, Inc. 28,037.25

83791 4/26/2018 Bill Young Productions, Inc. 950.00

83792 4/26/2018 BMC Industrial Sales, Inc. 12,891.37

83793 4/26/2018 Boyd & Associates, Inc. 2,038.50

83794 4/26/2018 California Fair Services Authority 232.00

83795 4/26/2018 California Fair Services Authority 9,094.62

83796 4/26/2018 Christian Hackett 260.00

83797 4/26/2018 CCS Orange County Janitorial, Inc. 18,078.88

83798 4/26/2018 Moor+South/Pier Mngmt Co., LP (Tandem) 29,781.53

83799 4/26/2018 CR&R Inc. 7,715.56

83800 4/26/2018 Crainco, Inc. 330.00

83801 4/26/2018 Cypress Printing & Silkscreen 2,686.00

83802 4/26/2018 Department of Forestry & Fire Protection 4,060.68

83803 4/26/2018 Employment Development Department 100.00

83804 4/26/2018 Flory's Sheep Shearing 300.00

83805 4/26/2018 VOID -

83806 4/26/2018 Franchise Tax Board 389.10

83807 4/26/2018 Haagmade, Inc. 2,823.42

83808 4/26/2018 Hahn & Bowersock, Inc. 1,134.50

83809 4/26/2018 Jeff Alu 200.00

83810 4/26/2018 Jennifer Olvera 188.72

83811 4/26/2018 Johnson Gray Advertising, Inc. 23,300.00

83812 4/26/2018 KCBS-FM 5,100.00

83813 4/26/2018 KRTH 101FM 5,100.00

83814 4/26/2018 KTWV-FM 2,618.00

83815 4/26/2018 VOID -

83816 4/26/2018 Leslie Trasport 620.00

83817 4/26/2018 Lisa Sexton 7,346.75

83818 4/26/2018 Mesa Water District 12,664.38

83819 4/26/2018 Mission Paving and Sealing, Inc. 23,455.00

83820 4/26/2018 VOID -

83821 4/26/2018 Orange County Treasurer-Tax Collector 209.85

83822 4/26/2018 Orange County Fire Protection 6,435.04

83823 4/26/2018 Pre-Fab Builders, Inc. 1,685.00

83824 4/26/2018 Ricoh Americas Corporation 433.08

83825 4/26/2018 Roxanne Hack 392.85

83826 4/26/2018 Sectran Security, Inc. 84.00

83827 4/26/2018 Southern California Edison 34,021.76

83828 4/26/2018 Spectra 800.04

83829 4/26/2018 State Disbursement Unit 33.54

83830 4/26/2018 Teresa Dayton 192.35

83831 4/26/2018 Terry Moore 119.96

Page 4 of 5

Check No. Date Vendor Name Amount

OC Fair & Event Center

Accounts Payable Checks Summary

April 2018

83832 4/26/2018 Thermal Concepts, Inc. 442.00

83833 4/26/2018 University of Southern California 49,762.00

83834 4/26/2018 Union of the Vietnamese Student Assoc 1,368.20

83835 4/26/2018 Vanguard University 173.50

83836 4/26/2018 West Coast Emergency Medical Services 1,116.00

83837 4/26/2018 Xerox Corporation 628.99

952,790.24Total April 2018 AP Checks

Page 5 of 5

Reference No. Date Vendor Name Amount

E49354582 4/2/2018 Pitney Bowes Inc. 50.00

E9923 4/3/2018 Paypal, Inc. 59.95

E1523720 4/3/2018 CA Public Employees Retirement System 21,666.80

E15234717 4/3/2018 CA Public Employees Retirement System 796.73

E15234718 4/3/2018 CA Public Employees Retirement System 471.51

E15234714 4/6/2018 CA Public Employees Retirement System 312.83

E15234715 4/6/2018 CA Public Employees Retirement System 6,227.78

E15234716 4/6/2018 CA Public Employees Retirement System 15,077.40

E15192740 4/11/2018 CA Public Employees Retirement System 1,584.68

E15192698 4/13/2018 CA Public Employees Retirement System 174,723.32

E15224592 4/24/2018 CA Public Employees Retirement System 1,730.16

Ebce4f828d2 4/25/2018 US Bank 139,477.40

411.59

60.50

530.13

-

10.00

142.65

5,826.79

2,669.09

83,970.14

Uaccept.com 59.95

Total April 2018 Electronic Payments 455,859.40

Banking Analysis Fee

OC Fair & Event Center

Electronic Payments Summary

April 2018

ACH Banking Fees / Credit Card Fees / Payroll Tax Transactions

American Express Credit Card Fees

Authorize.Net Fees

Chargebacks

Gateway Services Fees

Global Pay Fees

Merchant Service Bankcard Fees

Paymentech Credit Card Merchant Fees

Payroll Taxes

Page 1 of 1

Check No. Date Vendor Name Amount

37410 4/19/2018 Amanda Stewart 60.00

37411 4/19/2018 Anthony & Katrina Helmer 50.00

37412 4/19/2018 Cameron Flanagan 30.00

37413 4/19/2018 Esther Flores 50.00

37414 4/19/2018 Jen Paraska 30.00

37415 4/19/2018 Kristin Norsoph 100.00

37416 4/19/2018 Moni Mendez 30.00

37417 4/19/2018 Pinyin Lee 50.00

37418 4/19/2018 Shaena Kwok Linehan 60.00

37419 4/19/2018 Shelly Walther 100.00

560.00

OC Fair & Event Center

Premium Checks Summary

April 2018

Total April 2018 Premium Checks

Page 1 of 1

MINUTES OF OCFEC BOARD OF DIRECTORS MEETING

HELD April 26, 2018

1. CALL TO ORDER: Chair Bagneris called the meeting to order at 9:00 a.m.

2. MISSION STATEMENT 3. PLEDGE OF ALLEGIANCE:

The Pledge of Allegiance was recited by Director Aitken. Roll call was taken by Summer Angus.

4. DIRECTORS PRESENT: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. DIRECTORS ABSENT/EXCUSED: Newton Pham OTHERS PRESENT: Kathy Kramer, OCFEC CEO; Michele Richards, OCFEC Vice President, Business Development, Ken Karns, OCFEC Vice President, Operations; Adam Carleton, OCFEC Vice President, Finance & Administration; Summer Angus, OCFEC Executive Assistant; Josh Caplan, Office of the Attorney General; Luis Herandez, Stenographer; Charlie Johnson, Johnson Consulting; Larry Frapwell, HPI; Elizabeth Shreeve, SWA, Theresa Sears; Reggie Mundekis; Beth Refakes; Gibran Stout; Anna Vrska; Mary Spadone; Jay Humphrey; Ms. Kessler; Ellena Carrugan; David Padilla; Sandra Genis, Costa Mesa Mayor; Marcie Evans; Connie Nelson; Kathrine Morse; Kennedy Crane; Courtney McCain; Cynthia Crane; Susan Burnside; Eileen Anderson; Susan Seger; Stephanie Couch; Molly Brock; Lianne Kasulas; Carolyn Beaver; Gary Monahan; Bill Blanning; Cindy Black; Maggie McKittrick; Patti Stone; Susan Escobar; Marianne Horne

5. CEO’S OPERATIONAL UPDATE

Kathy Kramer, OCFEC CEO, delivered a recap of the Imaginology event that took place earlier in the month. Kramer announced the first group of Hatch Culinary Lab students that completed their culinary training class and gave a recap of the program. She thanked Chair Bagneris, Director Aitken and Director Berardino for attending the graduation class. Kramer commented on the Goat Yoga class that was held the prior weekend at Centennial Farm.

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Kramer shared that OCFEC was proud to showcase its agricultural programs to a group of 150 FFA students that toured Centennial Farm. Adam Carleton, OCFEC VP Finance & Administration presented the 2018 March financials. Kramer announced the publication of OCFEC’s first Community Impact Report. Michele Richards, OCFEC VP of Business Development, provided an overview of upcoming events. Richards presented a certificate of appreciation to Gary Kutscher, of the OC Marathon for 10 years at OCFEC. Kutscher spoke about the OC Marathon’s tenure at OCFEC and the upcoming marathon. Kutscher presented the Board of Directors with a commemorative medal. Richards presented a certificate of appreciation to Brad and Jaleen Oxley, of Costa Mesa Speedway, congratulating them for 50 years at OCFEC.

6. PUBLIC COMMENTS

Chair Bagneris asked the public to turn in all cards for public comment. Mary Spadone asked about the availability of wheelchairs for the handicapped at all events. She suggested the Board create a policy requiring OCFEC to provide wheelchairs at events. Beth Refakis, Costa Mesa resident, spoke about the gun show events. She stated that she is a supporter of 2nd Amendment rights. She asked questions regarding sales tax and city business licenses. Gibran Stout commented on the Imaginology event and the horse demonstrations she facilitated. Ana Vrska suggested the Board consider having evening meetings. She criticized the order of the meeting agenda items. Reggie Mundekis asked that the new Board of Directors email addresses be made public. She suggested that public comment cards be allowed prior to each item being called, rather than at the beginning of the meeting.

7. MINUTES:

A. Board Meeting held March 22, 2018

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ACTION: Vice Chair Ruiz motioned and Director Cervantes seconded to review and approve the minutes from the Board meeting held March 22, 2018. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. NAYES: None.

8. CONSENT CALENDAR A. Standard Agreements: SA-002-18PA; SA-020-18PA; SA-021-18PA;

SA-025-18PA; SA-030-18AS; SA-055-18IO; SA-059-18HB; SA-062-18GE; SA-063-18HB; SA-068-18GE; SA-070-18GE; SA-071-18BB; SA-072-18BB; SA-073-18AS; SA-074-18GE; SA-075-18GE; SA-076-18GE; SA-077-18GE; SA-078-18GE; SA-079-18HB; SA-080-18BB; SA-082-18GE; SA-083-18SP; SA-084-18SP; SA-088-18GE; SA-090-18FT ; SA-091-18SP; SA-092-18SP; SA-093-18SP; SA-107-18SP; SA-114-18SP; SA-115-18SP; SA-116-18FT; SA-118-18YR; SA-124-18SP; SA-125-18SP; SA-127-18SP; SA-128-18SP

B. Amendments: SA-240-16SP (Amend. #1); SA-096-17YR (Amend. #2); SA-174-17SP (Amend. #1); SA-111-18AS (Amend. #1);

C. Rental Agreements: 18-IO-FE-69; 18-IO-FE-70; R-007-18; R-008-18; R-009-18; R-010-18; R-011-18; R-023-18; R-031-18; R-035-18; R-037-18; R-038-18; R-039-18; R-042-18; R-062-18; R-064-18; R-065-18; R-070-18; R-076-18; R-084-18; R-085-18; R-091-18; R-092-18; R-096-18; R-098-18; R-099-18; R-100-18

D. Active Joint Powers Authority Agreements: 032-18-005

E. Commercial Rental Agreements: 18001; 18002; 18003;18004; 18005; 18006; 18007; 18008; 18009; 18010 ;18011; 18012; 18013; 18014; 18015; 18016; 18017; 18018; 18019; 18020; 18021; 18022; 18023; 18024; 18025; 18026; 18028; 18030; 18031; 18034; 18035; 18036; 18037; 18038; 18039; 18040; 18041; 18042; 18043; 18044; 18045; 18047; 18048; 18049; 18050; 18051; 18052; 18053; 18054; 18055; 18056; 18057; 18060; 18061; 18062; 18063; 18064; 18066; 18067; 18069; 18070; 18071; 18072; 18073; 18074; 18076; 18077; 18078; 18079; 18080; 18081; 18082; 18083; 18084; 18085; 18086; 18087; 18088; 18089; 18090; 18091; 18092; 18093; 18094; 18095; 18096; 18097; 18098; 18099; 18100; 18102; 18103; 18104; 18105; 18106; 18107; 18108; 18109; 18110; 18111; 18112; 18113; 18116; 18117; 18119; 18120; 18121; 18122; 18123; 18124; 18125; 18126; 18127; 18128; 18130; 18131; 18132; 18133; 18134; 18135; 18136; 18137; 18138; 18139; 18141; 18142; 18143; 18144; 18145; 18146; 18147; 18148; 18149; 18151; 18153; 18154; 18156; 18157; 18159; 18160; 18162; 18163; 18164; 18165; 18166; 18167; 18168; 18169; 18170; 18171; 18172; 18173; 18174; 18175; 18176; 18177; 18179; 18180; 18181; 18182; 18183; 18185; 18186; 18187; 18188; 18189; 18190;

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18191; 18192; 18193; 18194; 18195; 18196; 18197; 18198; 18199; 18200; 18202; 18203; 18204; 18205; 18206; 18207; 18208; 18209; 18210; 18211; 18214; 18216; 18217; 18218; 18219; 18220; 18222; 18223; 18224; 18225; 18226; 18227; 18229; 18231; 18232; 18233

F. Concession Rental Agreements: 18500; 18501; 18502; 18503; 18505; 18506; 18507; 18508; 18509; 18510; 18511; 18512; 18513; 18514; 18515; 18516; 18517; 18518; 18519; 18520; 18521; 18522; 18523; 18524; 18525; 18526; 18527; 18528; 18529; 18530; 18531; 18532; 18533; 18534; 18535; 18536; 18537; 18538; 18539; 18540; 18541

G. Independent Amusement Agreements: 18647

H. Platinum Rental Agreements: 18700; 18703; 18704; 18705; 18707; 18708; 18709; 18710; 18711; 18712; 18713; 18715; 18717; 18718; 18719; 18720; 18721; 18722; 18723; 18724; 18725; 18726; 18727; 18729; 18730; 18731; 18732; 18733; 18734; 18736

I. Judging Agreements: GF-032-18; GF-0323-18; GF-034-18; GF-035-18; GF-036-18; GF-037-18

J. Correspondence: Communications to the Board from the public in response to Board discussion or to comments made before the Board are to be listed on the meeting agenda and included in the Board materials as an item of public disclosure.

i. none.

K. CDFA Correspondence: Communications to the Board from the California Department of Food & Agriculture Division of Fairs & Expositions regarding relevant topics at Fairs and Expositions.

i. none.

-End of Consent Calendar-

Gibran Stout criticized that no correspondence were listed on the consent calendar. She asked that the Board of Directors emails be posted on the OCFEC website. Director Berardino pulled agreements SA-096-17-YR (Amend. #2), R-007-18, R-062-18, R-064-18, R-084-18, R099-18, R-100-18, GF-032-18, GF-0323-18, GF-034-18, GF-035-18, GF-036-18 and GF-037-18 for further discussion Director Labelle pulled agreements R-098-18, 18503, 18506, 18522,

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18525 and 18526 for further discussion. ACTION: Director Cervantes motioned and Director La Belle seconded to review and approve the Consent Calendar with agreements SA-096-17-YR (Amend. #2), R-007-18, R-062-18, R-064-18, R-084-18, R099-18, R-100-18, GF-032-18, GF-0323-18, GF-034-18, GF-035-18, GF-036-18, GF-037-18, R-098-18, 18503, 18506, 18522, 18525 and 18526 pulled for discussion. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. NAYES: None. Director Berardino voiced his concerns with agreement SA-096-17-YR (Amend. #2). Director Tkaczyk motioned to table agreement SA-096-17-YR (Amend. #2) to discussion at a future date. ACTION: Director Tkaczyk motioned and Director Aitken seconded to table Standard Agreement SA-096-YR (Amend #2). MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. NAYES: None. Director Berardino spoke regarding the rental agreements he pulled and questioned the timing of those items on the consent calendar. He spoke his concerns about the Board retroactively approving events. Chair Bagneris commented on Board policy and CEO delegated authority. Josh Caplan, Office of the Attorney General, spoke generally on Board delegated authority to the CEO to enter into revenue generating event agreements. Board discussion ensued. Chair Bagneris stated that it was her and Vice Chair Ruiz’s goal to go through all of the Board policies and make sure they are relevant and updated as needed. Director La Belle disclosed his shares if Southwest Airlines stock relating to the agreement R-098-18 and stated he would be abstaining from vote on that particular agreement. ACTION: Vice Chair Ruiz motioned and Director Cervantes seconded to review and approve Rental Agreements R-098-18, R-007-18, R-062-18, R-064-18, R-084-18, R099-18 and R-100-18 of the Consent Calendar. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director

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Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. NAYES: None. ABSTENTIONS: Director Berardino. ABSTENTIONS: Director La Belle (on agreement R-098-18 only).

Director La Belle voiced his concerns regarding smoke generated by wood burning barbeque concessionaire vendors. Chair Bagneris asked staff to address the issue. Richards share the work staff has done to mitigate the smoke generated by wood burning barbeque concessionaire. Board discussion ensued. Richards stated that staff will reiterate standards at the upcoming concessions advisory committee and pre-fair meetings. Board discussion ensued regarding increasing efforts and training to mitigate the barbeque smoke. ACTION: Vice Chair Ruiz motioned and Director Aitken seconded to review and approve Concession Rental Agreements 18503, 18506, 18522, 18525, 18526 of the Consent Calendar. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Mouet, Director Aitken, Director Tkaczyk, and Director Cervantes. NAYES: Director La Belle. ABSTENTIONS: Director Berardino.

Director Berardino questioned retroactively voting on the Judging agreements, as they had already taken place. Board discussion ensued relating to Board of Director training and timing of consent calendar items. Kramer explained that consent calendar items that come before the Board after the event is due to timing. Director Aitken commented on the CEO’s signing authority. Chair Bagneris reiterated that it is the Board’s responsibility to set policy and staff to follow policy. Continued Board discussion ensued around Board policy. ACTION: Director Aitken motioned and Director La Belle seconded to review and approve Judging Agreements GF-032-18, GF-0323-18, GF-034-18, GF-035-18, GF-036-18 and GF-037-18 of the Consent Calendar. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director

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Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. NAYES: None. ABSTENTIONS: Director Berardino.

9. GOVERNANCE PROCESS:

A. Committee/Task Force/Liaison Reports

i. Centennial Farm Foundation Board (Director Cervantes) ii. Heroes Hall Veterans Foundation Board (Director Berardino, Director La Belle) iii. Financial Monitoring Committee (Director Pham, Director Mouet) iv. Legislative Monitoring Task Force (Director Berardino, Director Aitken) v. Master Site Plan Task Force (Director La Belle, Vice Chair Ruiz) vi. Tenant Liaison Committee (Director Tkaczyk, Director Berardino) vii. Equestrian Center Task Force (Director Aitken, Director Tkaczyk) viii. Pacific Amphitheatre Operation Evaluation & Review Task Force (Director

Berardino, Director Tkaczyk)

Chair Bagneris announced that all Equestrian Center and Master Site Plan public comment cards would be pulled during agenda item 9D. Draft Master Site Plan Concept Workshop with the exception of a Addison Riddlesberger, a young girl who is missing school to be able to speak. Addison Riddlesberger, 11 year old Equestrian Center (EQC) user, spoke about joy and experience riding horses at the EQC. Director Berardino, on behalf of the Heroes Hall Veterans Foundation Board, thanked Michele Richards and OC Supervisor Shawn Nelson for their work on sponsoring the upcoming Brave Minds exhibit at Heroes Hall. Director Mouet, on behalf of the Financial Monitoring Committee reported that the committee met and had good meeting. Reggie Mundekis spoke in opposition of State Assembly Bill AB 2396 and requested the Board to oppose the legislation. Director Berardino, on behalf of the Legislative Monitoring Task Force, reported the committee had spoken with legislative representatives who suggested the Board keep a watch position on AB 2396.

B. July and August Board of Directors Meetings Action Item

Jay Humphrey spoke in opposition of permanently canceling the July and August Board of Directors meetings. Beth Refakis spoke in opposition of cancelling the July and August

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Board of Directors meetings. Anna Vrska spoke in opposition of cancelling the July and August Board of Directors meetings. Take responsibility. Reggie spoke in opposition of cancelling the July and August Board of Directors meetings. Chair Bagneris delivered staff report. Director Berardino spoke in opposition of cancelling the August Board of Directors meeting. Director Tkaczyk spoke in support of canceling the July Board of Directors meeting and spoke in opposition of canceling the August meeting. Vice Chair Ruiz left the meeting. Chair Bagneris clarified the motion to cancel the July Board of Directors meeting only. Board discussion ensued. ACTION: Director Aitken motioned and Director Tkaczyk seconded to review and approve the amended version of Article II, Section 3 of the 32nd District Agricultural Association Bylaws to include: The District hosts the annual OC Fair from mid-July to mid-August, as such no Board meeting will be held in the month of July. MOTION CARRIED. AYES: Chair Bagneris, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and Director Cervantes. NAYES: None.

C. Centennial Farm Foundation Memorandum of Understanding (MOU)

Action Item Michele Richards presented the staff report. She highlighted the MOU and the removal of the annual $45,000.00 contribution to OCFEC by the Centennial Farm Foundation. She also read an email from Claire Einsman, Vice President of Centennial Farm Foundation. Chair Bagneris clarified that the action of the Board would be either to accept or reject the changes made to the MOU by the Centennial Farm Foundation (CFF). Director Berardino stated the last version of the MOU sent to the CFF was the last and final offer. He motioned to reject the accepting the

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MOU as changed by the CFF. Director Tkaczyk spoke in support of rejecting the MOU. Board discussion ensued. Chair Bagneris reiterated that if the motion to reject the MOU is accepted and voted on, OCFEC and CFF will no longer have a relationship but can continue to operate as it has been. Director Tkaczyk asked about next steps if the MOU is rejected and would like to see further action take place. Director Berardino agreed and suggested further action be agendized for a future meeting. Chair Bagneris stated that she would take the suggestion under advisement. ACTION: Director Berardino motioned and Director La Belle seconded to reject the Centennial Farm Foundation Memorandum of Understanding. MOTION CARRIED. AYES: Chair Bagneris, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk and Director La Belle. NAYES: None. ABSTENTIONS: Director Cervantes. Director Cervantes left the meeting.

Meeting recessed at 11:19 a.m. and resumed at 11:40 a.m.

D. Draft Master Site Plan Concept Workshop

Action Item Chair Barbara delivered an agenda for Draft Master Site Plan Concept Workshop portion of the meeting. Ken Karns, OCFEC VP Operations introduced the Master Site Plan consultants. Charlie Johnson introduced the teams from, Johnson Consulting, SWA, HPI Architects. He gave a recap of the Master Site Plan process to date. Elizabeth Shreeve of SWA presented physical layout of Draft Master Site Plan Concept. Larry Frappwell of HPI presented a chart of the age and condition of buildings on the fairgrounds.

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Charlie Johnson of Johnson consulting spoke about the financial and demand profile of the venue and providing community service. The consultants continued their presentation. They presented the different phases of the Draft Master Site Plan Concept. Director La Belle asked questions regarding proposed changes to the administration building. Chair Berardino asked for clarification whether or not the Equestrian Center exists on the Draft Master Site Plan Concept presented. Shreeve stated the Equestrian Center (EQC) as a private use of seven and a half acres of activity in the north east corner is gone and elaborated the propose plan toincorporate equine use as part of the proposed livestock complex area. Board discussion ensued regarding the Equestrian Center. Frapwell stated the total cost of replacing of the existing EQC facilities would be approximately $20 million as per the order of magnitude. Board discussion continued regarding the EQC. Shreeve continued through the rest of the phases for the Draft Master Site Plan Concept. Charlie Johnson explained they compiled independent cost estimates to each of the improvement plans that gives the order of magnitude of what the capital improvement budget would be for the all of the different phases. Board and consultant discussion ensued regarding the financing of the projects. Director La Belle suggested to agendize moving forward to RFP to obtain a financial adviser as it relates to the financing projects of the Draft Master Site Plan Concept. Board, counsel and consultant discussion continued regarding the financing of the projects. Board and consultant discussion ensued regarding modifying the phases presented and individual projects according to priority. Public comments:

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Ms. Kessler, Costa Mesa resident, read letter sent to OC Vaulting regarding Costa Mesa Resident visit to the Equestrian Center. Ellena Carrigan spoke regarding her daughter’s involvement at the Equestrian Center. She spoke in opposition of any changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. David Padilla, former OCFEC Board member, spoke about the role the Equestrians played in the Fair Sale Review Committee and their contribution against the sale of the OCFEC grounds. Sandra Genis, City of Costa Mesa Mayor, spoke her concerns with certain proposed changes within the Draft Master Site Plan Concept. Marcie Evans, Costa Mesa Resident and EQC user, spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Anna Vrska criticized the draft concept and the Master Site Plan (MSP) process. She shared her concerns with incurring debt as a result of the of the MSP proposed projects. She spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. She requested the Board of Directors meetings be held in the evening. Gibran Stout spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. She shared the different programs available at the EQC. Theresa Sears spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. She shared the history of horses at the fairgrounds. She spoke in opposition of starting CEQA process. Connie Nelson, spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. She commented on the large animal evacuation and the horses housed on the OCFEC grounds during the fires. Katherine Morse spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Megan, EQC user spoke about her experience at EQC. She spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Kennedy Crane spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept.

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Courtney McCain spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. She asked some questions regarding costs of other projects of the draft plan. Cynthia Crain spoke in support of the EQC and its programs and her daughter’s experience at horse camp. Marleen, Orange County resident, suggested enhancing the EQC to bring competitive events to the venue. Beth Refakis spoke in opposition of the Draft Master Site Plan Concept. She asked questions regarding different phases of the draft concept. Susan Burnside spoke in support of the EQC and its equine therapies and programs. Patti Stone spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Susan Escobar spoke about the benefits of equine therapy. Marianne Horne spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Speaker thanked the Board for serving community and spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Eileen Anderson spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Speaker stated that more space is needed for equestrians in Orange County, not less. Speaker spoke about the benefits of equine therapy and her experience with the horses evacuated during fire. Susan Seger, EQC user, shared that her daughter benefitted from equine therapy. Stephanie Couch, a representative from Assemblyman Matthew Harper’s office, read his letter from in which he spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Molly Brock, Equestrian Center trainer, read a letter from William Moroney, CEO of the United States Equestrian Federation, in support of

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preserving the Orange County Equestrian Center and the programs it provides. Lianne Kasulas questioned why an assessment for refurbishment of the Equestrian Center was not conducted. She shared her opinion of the condition of the Equestrian Center and spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Carolyn Beaver, horse boarder, spoke in favor of expanding the Equestrian Center and spoke in opposition of changes proposed in the Draft Master Site Plan Concept. Reggie Mundekis spoke in opposition of the proposed Draft Master Site Plan Concept. Gary Monahan spoke in opposition of changes to the Equestrian Center as proposed in the Draft Master Site Plan Concept. Speaker, read a statement from Bill Blanning, Equestrian Center user, which spoke in support of the Equestrian Center and the programs offered. Cindy Black, Costa Mesa resident, presented the Board of Directors with a signatures from a petition to keep the Equestrian Center and to oppose the Draft Master Site Plan Concept. Jay Humphrey spoke in opposition of the Draft Master Site Plan Concept and criticized the expansion of buildings and number of events. Maggie McKittrick, trainer, spoke of the services and benefits of the provided by the Equestrian Center. Meeting recessed at 3:21 p.m. and resumed at 3:34 p.m. Director Aitken, on behalf of the Equestrian Center Task Force, thanked the public for their comments and for staying through the meeting. She reiterated that no decision in regard to the Draft Master Site Plan Concept has been made and because of having to follow Bagley-Keene, this meeting is the first opportunity the Board has had to discuss the draft concept. Director Tkaczyk, on behalf of the Equestrian Center Task Force, asked for a report on the Equestrian Center to include number of 501 (c) (3) non-profits organizations, number of private businesses and number of public use opportunities available, to address the make-up of the Equestrian Center.

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Chair Bagneris also asked the report to include the number of students that participate at the Equestrian Center. Consultants facilitated workshop to prioritize portions of the Draft Master Site Plan Concept into categories; must have, nice to have, items to keep talking about and not necessary. Kramer suggested the must haves category to have contingents included. Board and consultant discussion ensued. Megan clarified that Board priority for the must have list are the improvements to Centennial Farm and new Education center. Board discussion ensued regarding modular units to augment the Administration building capacity and a sally port. Frapwell clarified that the estimate for the replacement cost of the Equestrian Center was an order of magnitude for the facility done by a 3rd party contractor. Board discussion ensued regarding the Equestrian Center. Director Aitken stated she would get an inventory of the business activities that are at the Equestrian Center as part of the Equestrian Center Task Force. She also stated she would like to get a second opinion on a refurbishment cost for the Equestrian Center. Director Berardino suggested tabling a decision on the Draft Master Site Plan to a future Board meeting. Board discussion ensued. Chair Bagneris asked for a motion. Director La Belle stated the motion to table the Draft Master Site Plan Concept to the May Board meeting with clear direction and have a must have list. He continued the Equestrian Center Task force will look at the financial matters relating to the Equestrian Center and come back as part of the Board’s consideration. ACTION: Director La Belle motioned and Director Berardino seconded to table the discussion on the Draft Master Site Plan Concept to the May Board of Directors meeting. MOTION CARRIED. AYES: Chair Bagneris, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle and NAYES: None.

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10. CLOSED SESSION

No closed Session

11. BOARD OF DIRECTORS MATTERS OF INFORMATION

Director Berardino requested to agendize a discussion to retain an independent performance auditor that would report directly to the Board of Directors on various departments. Director Aitken complimented staff on the Imaginology event. She suggested a live feed of the Board of Directors meetings be something the Board to consider. She clarified to the public that that letters addressed to the Board of Directors are forwarded to them by staff. Director Tkaczyk stated he liked hearing from the public. He stated his sometimes frustration with the public meeting process not being able to talk about issues outside of a public meeting. Director Mouet stated it was a good meeting. Director La Belle thanked the public for their comments. He commented on a meeting he had with staff and the new owner of the Art Astor collection. He requested a discussion regarding the Art Astor collection be agendized for the May Board of Director’s meeting. Chair Bagneris thanked Johnson Consultants. She thanked staff for the Imaginology event. She also thanked staff for their support of Hatch Culinary Lab program. Chair Bagneris stated that she will agendize an informational item on the gun show on the May agenda. She invited the Board of Directors to patriciate in a gun show tour on June 2nd.

12. NEXT BOARD MEETING: MAY 24, 2018 13. ADJOURNMENT

Meeting adjourned at 4:56 p.m. ________________________ ___________________________ Barbara Bagneris, Chair Kathy Kramer, Chief Executive Officer

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNTNOT TO EXCEED

EXPENSE AMOUNT

SA-022-18PA Secret Knock LLC f/s/o Jefferson Starship "Jefferson Starship" performing at Pacific Amphitheatre Fair Time 07/28/18 $21,500.00

SA-023-18PA CWV USA, Inc. f/s/o UB40 "UB40" performing at Pacific Amphitheatre Fair Time 08/03/18 $100,000.00

SA-024-18PA Beckley & Bunnell, LLC f/s/o America "America" performing at Pacific Amphitheatre Fair Time 07/28/18 $45,000.00

SA-061-18GESimonsen Sounds, Inc. f/s/o Red Light Brass Band

"Red Light Brass Band" performing as Grounds Entertainment

Fair Time 07/13/18 - 08/12/18 $20,000.00

SA-069-18HB Seismonos, Inc. f/s/o Ozomatli "Ozomatli" performing in The Hangar Fair Time 07/29/18 $18,750.00

SA-081-18HB Firetours, Inc. f/s/o Firefall "Firefall" performing in The Hangar Fair Time 07/15/18 $12,000.00

SA-085-18AS Alliance MMA "SummerFist 11" at the Action Sports Arena Fair Time 07/15/18 $27,500.00

SA-086-18AS International Speedway, Inc. "X-Treme Freestyle Moto-X" at the Action Sports Arena Fair Time 07/13/18 $26,000.00

SA-087-18AS International Speedway, Inc. "Speedway Fair Derby" at the Action Sports Arena Fair Time 07/14/18 $26,000.00

SA-089-18GE John Kraus"John Kraus & The Goers" performing on the Promenade Stage

Fair Time 07/18/18 - 07/22/18 $2,250.00

SA-095-18GE Mark My, Inc."Mark Yuzuik Comedy Hypnotist" performing on Heritage Stage

Fair Time 07/13/18 - 08/12/18 $26,500.00

SA-096-18GE All-Alaskan Racing Pigs,LLC "All-Alaskan Racing Pigs" in the Livestock area Fair Time 07/10/18 - 08/13/18 $37,600.00

SA-097-18PA Paris Not France, Inc. f/s/o Brett Eldredge Brett Eldredge performing at Pacific Amphitheatre Fair Time 07/29/18 $200,000.00

SA-098-18PA On hold

SA-099-18PA On hold

SA-100-18PAM&M Group Entertainment f/s/o El Fantasma / Voz De Mando / Kanales

"El Fantasma," "Voz De Mando" and "Kanales" performing at Pacific Amphitheatre

Fair Time 07/07/18 $200,000.00

SA-101-18PAFlower Power Concerts, Inc. f/s/o Retro Futura Tour 2018

"Retro Futura Tour 2018" performing at Pacific Amphitheatre

Fair Time 07/26/18 $100,000.00

SA-103-18PA Universal X Corporation f/s/o X "X" performing at Pacific Amphitheatre Fair Time 07/19/18 $35,000.00

SA-104-18PA The Fab Four Corp f/s/o The Fab Four "The Fab Four" performing at Pacific Amphitheatre Fair Time 08/04/18 $30,000.00

SA-105-18PA JARC LTD f/s/o The Fixx "The Fixx" performing at Pacific Amphitheatre Fair Time 07/19/18 $20,000.00

SA-106-18PA SNC Productions f/s/o Straight No Chaser "Straight No Chaser" performing at Pacific Amphitheatre Fair Time 07/08/18 $77,500.00

SA-108-18PA Sailor Touring LLC dba Steve Miller Band "Steve Miller Band" performing at Pacific Amphitheatre Fair Time 08/12/18 $205,000.00

SA-112-18PA Blast Off, Inc. f/s/o Stray Cats "Stray Cats" performing at Pacific Amphitheatre Fair Time 08/17/18 $230,000.00

SA-113-18PAOne More Chord Tours, Inc. f/s/o Jon McLaughlin

Jon McLaughlin performing at Pacific Amphitheatre Fair Time 08/08/18 $5,000.00

SA-126-18AS Sunnyside Promotions Demolition Derbies in the Action Sports Arena Fair Time 08/08/18 - 08/13/18 $133,500.00

OC FAIR & EVENT CENTER

STANDARD AGREEMENTS FOR BOARD APPROVAL

MAY 2018

Page 1 of 3

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNTNOT TO EXCEED

EXPENSE AMOUNT

OC FAIR & EVENT CENTER

STANDARD AGREEMENTS FOR BOARD APPROVAL

MAY 2018

SA-129-18GE Ramon Rodarte"Rock & Roll Experience" Live Band Karaoke on Plaza Stage

Fair Time 07/13/18 - 08/12/18 $32,600.00

SA-130-18BB Brandi Lennertz "Road Kill Kings" performing on the Baja Blues Stage Fair Time 07/18/18 - 07/22/18 $2,000.00

SA-131-18BB Dominic Tucci "All-Star Trio" performing on the Baja Blues Stage Fair Time 07/25/18 - 07/29/18 $2,000.00

SA-132-18HB Music Zirconia f/s/o Idol X "Idol X" performing in The Hangar Fair Time 08/09/18 $1,500.00

SA-133-18HB Christine Marquez f/s/o Totally Go-Go's "Totally Go-Go's" performing in The Hangar Fair Time 08/09/18 $1,200.00

SA-134-18HBHernandez Productions, Inc. f/s/o Mariachi Sol de Mexico de Jose Hernandez

"Mariachi Sol de Mexico de Jose Hernandez" performing in The Hangar

Fair Time 08/05/18 $25,000.00

SA-135-18GE Tupua Productions "Tupua" performing on the Promenade Stage Fair Time 08/08/18 - 08/12/18 $2,500.00

SA-136-18GE Daniel Paul Krikorian Daniel Krikorian performing on the Meadows Stage Fair Time 08/18/18 - 08/22/18 $2,000.00

SA-137-18FT County of Orange Law enforcement Fair Time 07/08/18 - 08/20/18 $675,000.00

SA-138-18YR County of Orange Law enforcement Year Round 07/01/18 - 06/30/18 $185,000.00

SA-139-18GE XPOGO, LLC"XPogo" performing in The Main Mall as Grounds Entertainment

Fair Time 08/01/18 - 08/05/18 $13,800.00

SA-140-18GE Clarah Darden "Darden" performing on the Meadows Stage Fair Time 07/25/18 - 07/29/18 $2,250.00

SA-141-18SP T Mobil West Sponsorship Fair Time 07/02/18-08/13/18 $26,000.00

SA-142-18SP California Department of Motor Vehicles Sponsorship Fair Time 07/01/18 - 08/14/18 $15,000.00

SA-144-18FT John Cerney Create and install 3 murals Fair Time 05/08/18 - 07/15/18 $19,750.00

SA-145-18YR UTP PRODUCTIONS, INC. Payroll Year Round 05/15/18 - 12/31/18 $360,000.00

SA-160-18FT Haagmade Selfie Pop-Up Experience for 2018 Fair Fair Time 5/11/18-6-16-18 $130,329.28

SA-161-18YR Studio 1080 Video Services Fair Time 05/14/1/-06/18/18 $3,000.00

SA-162-18YR Sensis Inc. Advertising Services Year Round 07/01/18 - 06/30/20 $913,940.00

SA-163-18YR IMW Agency Advertising Services (Rebranding) Year Round 7/1/2018-6/30/20 $95,000.00

SA-164-18YR Treering Labor Mangement System Year Round 4/15/18-4/14/21 $84,209.00

SA-165-18YR Dudek CEQA (CA Invironmental Quality Act) Year Round 4/30/18/-4/30/19 $250,000.00

Page 2 of 3

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNTNOT TO EXCEED

EXPENSE AMOUNT

OC FAIR & EVENT CENTER

STANDARD AGREEMENTS FOR BOARD APPROVAL

MAY 2018

Amendments

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERMCHANGE IN

RECEIPT AMOUNTCHANGE IN NOT TO EXCEED EXPENSE

SA-053-18HB #1 Convalian Productions f/s/o Turn The Page Move the performance date from 08/09/18 to 08/04/18. Fair Time 08/04/18 $0.00

Interagency Agreements

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERMCHANGE IN

RECEIPT AMOUNTCHANGE IN NOT TO EXCEED EXPENSE

Letters of Understanding

LOU # DEMONSTRATOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNTNOT TO EXCEED

EXPENSE AMOUNT

N/AInternational Alliance of Theatrical Stage Employees, Local 504 (IATSE)

IATSE will become the sole source of stagehands for the Pacific Amphitheatre in conjunction with contracted Fair

Year Round 05/01/18 - 04/30/21 N/A N/A

Page 3 of 3

CONTRACT # CONTRACTOR EVENT DESCRIPTION FACILITIES CONTRACT DATES CONTRACT AMOUNT

R-024-18 B & L Productions, Inc. Crossroads of the West Gun Show Consumer ShowCosta Mesa, Huntington Beach,

Los Alamitos, Anaheim, Santa Ana Pavilion, OC Promenade, Main Mall

08/16/18-08/20/18 $90,433.50

R-025-18 B & L Productions, Inc. Crossroads of the West Gun Show Consumer ShowCosta Mesa, Huntington Beach,

Los Alamitos, Anaheim, Santa Ana Pavilion, OC Promenade, Main Mall

10/04/18-10/08/18 $92,983.50

R-026-18 B & L Productions, Inc. Crossroads of the West Gun Show Consumer ShowCosta Mesa, Huntington Beach,

Los Alamitos, Anaheim, Santa Ana Pavilion, OC Promenade, Main Mall

11/20/18-11/26/18 $94,727.00

R-058-18 MOBILEMONEY, Inc. TO PROVIDE AND MAINTAIN ATM MACHINES

ATM ServicesVarious locations, as indicated in

Exhibit "A"06/01/18-05/31/19

Not less than 58% of all customer surcharge

R-075-18 United Scottish Society, Inc. Scottish Festival Cultural Festival All Grounds 05/24/18-05/28/18 $59,960.50

R-082-18 AMCI Mazda In-Dealer Training Dealer Training Huntington Beach Building 04/18/18-04/19/18 $11,849.50

R-094-18 Newport Beach Police Department NBPD Motorcylce Training Motorcycle Training Parking Lot H 01/01/18-12/31/18 $100.00 per day

R-109-18 The Activation Group BMW Driving Program Vehicle Testing Parking Lot C 04/18/18-04/22/18 $11,727.00

RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2018

OC FAIR & EVENT CENTER

Page 1 of 1

JOINT POWERS AUTHORITY PROJECT # PROJECT DATE PROJECT DESCRIPTION PRIMARY CONTRACTORAPPROVED

PROJECT TOTAL

Continuing

California Fair Financing Authority 03213031/B, Const 08/15/13 Pac Amp Berm Renovation - Phase II CFFA $12,806,857.70

California Fair Financing Authority 03216012 02/24/16 Hero's Hall Renovation Project CFFA $3,850,738.72

California Fair Financing Authority 03217408 11/10/17 Los Alamitos Bldg Roof Repair CFFA $50,227.50

California Fair Financing Authority 03217027 11/17/17 Pac Amp Fall Protection CFFA $66,155.50

California Fair Financing Authority 03218005 02/06/18 Costa Mesa & Huntington Beach Bldgs HVAC - Project Bidding CFFA $8,287.00

California Fair Financing Authority 03218005 03/26/18 Costa Mesa & Huntington Beach Bldgs HVAC Project CFFA $99,732.50

New

Revision/Amendment

OC FAIR & EVENT CENTER

ACTIVE JOINT POWERS AUTHORITY AGREEMENTS

As of April 30, 2018

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

18058 Deep South Barrels LLCOak aging barrels, stacking shot stands, essences, barrel mugs, piggy banks, cigar barrels, custom barrelhead artwork

Carnival of Products7/01/2018-8/14/2018

20' x 8' $6,850

18091GMB Specialty Foods dba Garlic Festival Foods

Prepackaged Garlic Products: Seasonings, Sauces and Marinades, Mustards, Stuffed Olives, Pickled Garlic, Dip Mixes, Rubs, Salsas, Glazes

Carnival of Products7/01/2018-8/14/2018

10' x 8' $3,425

18101 High Seas Trading Company, Inc.Men's clothing: Aloha shirts, High Seas Trading Co. t-shirts, tank tops, caps; Children's Aloha Clothing

Carnival of Products7/01/2018-8/14/2018

20' x 8' $7,050

18114 Kimmy Company dba Christopher CompanyHawaiian clothing for men, women and children: shirts, tops, blouses, sundresses, long dresses, bottoms, pants and skirts.

Centennial Way7/01/2018-8/14/2018

20' x 20' $9,075

18115Kitchen Gadgets Plus dba Just Got to Have It!

kitchen items & accessories. Box Signs, Coasters, Handbag Caddies, Paper Napkins, Wine Accessories, Novelty Socks- Blue Q Brand with Appropriate Sayings.

Parade of Products7/01/2018-8/14/2018

20' x 15' $9,050

18150 O'Dorsay, Inc.Bendable One Piece Barrette with Locking Pin Attached; EZ Bun

Carnival of Products7/01/2018-8/14/2018

10' x 8' $3,425

18155 Pacific SportswearBeach, Surf & Skate Clothing by: Quiksilver, O'Neill and Volcom

Country Lane7/01/2018-8/14/2018

20' x 20' $8,200

18603 Empire Wireless cell phone accessories. Green Gate Village7/01/2018-8/14/2019

15' x 15' $3,450

18604 Harris Brothers JewelryStainless Steel, Sterling Silver and Tungsten Jewelry: Necklaces, Bracelets, Earrings, Rings, Anklets, Toe Rings

Green Gate Village7/01/2018-8/14/2020

15' x 15' $3,450

18605 J. H. StoreWooden Carved Items: Decorative Boxes, Baskets, Serving Trays, Wine Bottle Rest, Picture Frames, Bowls,

Green Gate Village7/01/2018-8/14/2021

15' x 15' $3,450

18607 Mr. BeadsCustom jewelry, Sunglasses, Hair Clips, Bows Hair Flowers, Hairbands, Kimonos

Green Gate Village7/01/2018-8/14/2022

15' x 15' $3,450

18608 P &T EnterprisesI-Pad & Wireless Accessories, Headsets, Chargers, Speakers, Batteries, Pouches, Cases, Power Band

Green Gate Village7/01/2018-8/14/2023

15' x 15' $3,450

18609 Ralph's Sportswear, LLC dba Allegiancemen and women's sportswear: walk shorts, board shorts, t-shirts, woven shirts and sunglasses.

Green Gate Village7/01/2018-8/14/2024

15' x 15' $3,450

18610 Trenz for Chickswomen's clothing and jewelry, Earrings, Necklaces, Bracelets, Hats, Scarves, Headbands.

Green Gate Village7/01/2018-8/14/2025

15' x 15' $3,450

OC FAIR & EVENT CENTER

COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2017

Page 1 of 1

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

18542 Hot Dog on a Stick Fair Co Hot Dog on a Stick, Cheese on a Stick, Cream Cheese on a Stick, French Fries, Lemonade, Bottled Water

Main Mall 7/1/2018-8/14/2018 26' x 20' $2,500

18543J.L.Q. Concessions dba Eddie's Asian Inspired Cuisine

Plates, Bowls and Combos: Beef & Broccoli, Orange Chicken, Honey Walnut Shrimp, Mongolian Beef, Kung Pao

Main Mall 7/1/2018-8/14/2018 34' x 21' $2,500

18544 J.L.Q. Concessions dba Pepe's Mariscos

Fresh Mexican Food: Fish: Shrimp and Campechana cocktails; Tostados: Fish, Shrimp, Mixta, Fish Ceviche; Tacos: Grilled Fish, Fried Shrimp, Beef (Asada), Girlled Chicken, Al Pastor; Burritos: Veggie, Beef, Grilled Chicken, Supreme; Quesadillas: Cheese, Beef, Grilled Chicken, Supreme; Chips with Salsa, Ceviche, Nachos, Nacho Supreme, Special Nachos; Mexican Sandwiches: Beef or chicken Torta; Fruit Cups, Tostilocos Mangonada; Mexican Water, sodas, water

Main Mall 7/1/2018-8/14/2018 33' x 17' $2,500

18545 Jackson Enterprises-Beer Beer, wine coolers Family Fair Way 7/1/2018-8/14/2018 40' x 20' $2,500

18546 Jackson Enterprises-Corn Star

Fried & baked potatoes toppings, sweet potatoes, veggie kabob, fries, chips, tater tots, corn on cob, stuffed peppers, hot caramel corn cappuccino, cold caramel corn frappuccino, lemonade, soft drinks, ice tea

Centennial Way 7/1/2018-8/14/2018 40' x 40' $2,500

18547 JP's Old West Cinnamon Rolls

Cinnamon Rolls, Toppings: Frosting, Nuts; Cinnamon Roll Mix To Go; Beverages: Coffee, Hot Tea, Hot Chocolate; Espresso Drinks: Cappuccino, Latte, Mocha, Extra Shots, Quad Shots, Frozen Mocha, Frozen Drinks, Milk, Soft Drinks, Iced Tea, Lemonade, Bottled Water.

Carnival of Products

7/1/2018-8/14/2018 40' X 8' $2,500

18548JP's Old West Cinnamon Rolls dba Original Bratwurst

Bratwurst; Bratwurst and Sauerkraut; Bratwurst, Reuben Sandwich; Toasted Club Sandwich; Schnitzel Strips; Brat

Park Plaza 7/1/2018-8/14/2018 35' x 20' $2,500

18549 Juicys, LLC

Outlaw Burger, Texas Sized Turkey Leg, Giant Western Sausage, Giant Jalapeno, Foot Long Hot Dog, Corn Dog, Cowabunga Corn Dog, Deep Fried Chicken Sandwich; Kid's Meal: Chicken Nuggets, Waffle Fries Small Drink; Mountain of Curly Fries, Colossal Deep Fried Onion Rings, Deep Fried Zucchini, Toppings: Chili, Cheese; Beverages: Soft Drinks, Lemonade, Strawberry Lemonade, Bottled Water.

Family Fair Way 7/1/2018-8/14/2018 50' x 20' $2,500

18550 Juicys, LLC

Outlaw Burger, Texas Sized Turkey Leg, Giant Western Sausage, Giant Jalapeno, Foot Long Hot Dog, Corn Dog, Cowabunga Corn Dog, Deep Fried Chicken Sandwich; Kid's Meal: Chicken Nuggets, Waffle Fries Small Drink; Mountain of Curly Fries, Colossal Deep Fried Onion Rings, Deep Fried Zucchini, Toppings: Chili, Cheese; Beverages: Soft Drinks, Lemonade, Strawberry Lemonade, Bottled Water.

Fair Square 7/1/2018-8/14/2018 50' x 20' $2,500

OC FAIR & EVENT CENTER

CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2017

Page 1 of 5

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

OC FAIR & EVENT CENTER

CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2017

18551 Juicys, LLC

Texas Sized Turkey Leg, Giant Western Sausage, Giant Jalapeno, Foot Long Hot Dog, BBQ Beef Sandwich, BBQ Turkey Sandwich; Roasted Corn; Mountain of Curly Fries, Coleslaw, Beans, Waffle Fries; Topping: Ranch Dressing; Beverages: Soft Drinks, Lemonade, Strawberry Lemonade, Bottled Water.

Livestock Lane 7/1/2018-8/14/2018 50' x 20' $2,500

18552 Juicys, LLC

Outlaw Burger, Texas Sized Turkey Leg, Giant Western Sausage, Giant Jalapeno, Foot Long Hot Dog, Corn Dog, Cowabunga Corn Dog, Deep Fried Chicken Sandwich; Kid's Meal: Chicken Nuggets, Waffle Fries Small Drink; Mountain of Curly Fries, Colossal Deep Fried Onion Rings, Deep Fried Zucchini; Roasted Corn; Salads: Kale, Conscious Cobb; Topping: Chili Cheese; Beverages: Soft Drinks, Watermelon Refresher, Strawberry Refresher; Iced Tea, Green Tea, Lemon Tea and Bottled Water.

Country Meadows 7/1/2018-8/14/2018 75' x 20' $2,500

18553 Juicys, LLC - Apollo's Greek Stand

Greek Food: Classic Gyro, Pita Burger, Chicken Pita, Chicken on a Stick, Greek Salad, Pita Chips, French Fries, Baklava, Hummus, Tzatzk or Fiery Feta; Beverages: Soft Drinks, Lemonade, Strawberry Lemonade and Bottled Water.

Main Mall 7/1/2018-8/14/2018 50' x 20' $2,500

18554 Juicys, LLC - Dogsville

Hot Dogs: Classic, Junkyard Dog, Champion, Mutt, Chili Cheese Dog; Corndogs: Bandit Jalapeno Cheese, Hawg Ham and Cheese, Beast Sausage and Jalpeno; Sausages: Giant Western, Giant Jalapeno and Cheese; Grande Nachos; French Fries with or without Chili and Cheese; Beverages: Lemonade Shake-Up, Orangeade Shake-Up, Strawberryade Shake-Up, Soft Drinks, Lemonade, Strawberry Lemonade and Bottled Water.

Main Mall 7/1/2018-8/14/2018 16' x 20' $2,500

18555 Juicys, LLC - Funnel Cake

Funnel Cakes with toppings: Ice Cream, Cherries or Strawberries and Whipped Cream; Funnel Cake Hamburger, Beverages: Coffee, Soft Drinks and Bottled Water.

Fair Square 7/1/2018-8/14/2018 30' x 20' $2,500

18556June's Java Break, Inc. dba Maui Wowi Hawaiian

100% Kona Coffee, Iced Coffee, Variety of Regular and Sugar Free Syrups

Memorial Way 7/1/2018-8/14/2018 12' x 12' $1,500

18557 L & L Concessions, Inc.-Ice CreamIce cream: soft serve cones, banana splits, waffle cone sundaes, fudge brownie sundaes, malts and shakes, sodas, water

Midway Ave 7/1/2018-8/14/2018 20' x 18' $2,500

18558 L & L Concessions, Inc.-PhillySandwiches: Philly cheesesteak, hamburgers, cheeseburgers, fries, nachos, hot dogs, water, sodas.

Main Mall 7/1/2018-8/14/2018 30'x 24' $2,500

18559 Leap of Faith Adventures, Inc. dba JK DotsDippin Dots: waffle cup or cone, sundaes, brownies, shakes, smoothies, floats, yogurt, iced tea, coffee, milk,

Carnival of Products

7/1/2018-8/14/2018 20' x 8' $2,500

18560 Leap of Faith Adventures, Inc. dba JK DotsDippin Dots: waffle cup or cone, sundaes, brownies, shakes, smoothies, floats, yogurt, iced tea, coffee, milk,

Fair Square 7/1/2018-8/14/2018 25' x 10' $2,500

18561Beer Corner at the Fair, LLC (formerly Lindsey Enterprises)

Beer Livestock Lane 7/1/2018-8/14/2018 60' x 40' $2,500

Page 2 of 5

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

OC FAIR & EVENT CENTER

CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2017

18562 Lori's Concessions, Inc.-Tasti BurgersGourmet burgers single or doubled: burgers, cheeseburger; Burgerrito, Dogerrito, protein wrap, hot dogs: specialty or

Livestock Lane 7/1/2018-8/14/2018 22' x 10' $2,500

18563 Lori's Concessions, Inc.-Tasti ChipsTasti Chips, onion rings, chili cheese chips, jalapeno cheese sauce, ranch, salsa, sodas, bottled water

Livestock Lane 7/1/2018-8/14/2018 24' x 8' $2,500

18564M. Hill Enterprises, Inc. dba Goldmark Concessions-Ice Cream

Ice Cream: soft serve in cups, cake or waffle cones, sundaes, hot fudge or banana royale sundaes, rootbeer

Park Plaza 7/1/2018-8/14/2018 20' x 20' $2,500

18565M. Hill Enterprises, Inc. dba Goldmark Concessions-Lemonade

Fresh squeezed lemonade, lemonade slushie, water. Family Fair Way 7/1/2018-8/14/2018 18' x 20' $2,500

18566 Noel's Foods, Inc.Traditional and healthy choice Mexican food: burritos, bowls, sandwiches, vegetarian tacos, original tacos, Noel's

Centennial Way 7/1/2018-8/14/2018 50' x 20' $2,500

18567 Old Country Store-Candyville Bulk Candies, Lollipops, Chocolate, Sugar Free CandyCarnival of Products

7/1/2018-8/14/2018 20' x 8' $2,500

18568 Old Country Store-Candyville Bulk Candies, Lollipops, Chocolate, Sugar Free CandyFestival of Products

7/1/2018-8/14/2018 20' x 10' $2,500

18569 Orange County Wine Society Wine Tasting, Wine Coolers, Fair Logo Glasses Wine Courtyard 7/1/2018-8/14/2018 $0

18570 Papa Gino's Pizzapizza by the slice, whole, on a stick or personal size: cheese, pepperoni; pizza bread, cheesy bread

Family Fair Way 7/1/2018-8/14/2018 28' x 20' $2,500

18571 PHD and Me Shave Ice with choice of one or two flavors; Bottled Water Main Mall 7/1/2018-8/14/2018 10'x20' $2,500

18572 Planet Popcorn, Inc. Gourmet flavored popcorn Park Plaza 7/1/2018-8/14/2018 30' x 25' $2,500

18573 Planet Popcorn, Inc. Gourmet flavored popcorn Livestock Lane 7/1/2018-8/14/2018 10' x 10' $1,500

18575 Rainbow/Blue and White Concessions

Hamburgers: 1/4 and 1/2 pound, Cheeseburgers: 1/4 pound, Kart Wheel (Deep Fried Burger), Hot Dogs: Mile Long, 1/4 pound; Cheese Curds, Fries, Chili or Cheese Fries, Chili and Cheese Fries add Jalapenos or Kraut; Combo Meals: Hamburger, Hot Dog or Kid's Meal; Soft Drinks, Flavored Lemonades, Coffee and Bottled Water.

Country Lane 7/1/2018-8/14/2018 30' x 20' $2,500

18577Reno's Fish & Chips, Inc. dba Pignotti's Gourmet Snacks

Gourmet appetizers: cheese and fruit plates, deli plates, vegetable plates, meatball sliders, cookies and drinks.

Courtyard 7/1/2018-8/14/2018 12'x8' $2,500

18578Reno's Fish & Chips, Inc. dba Pignotti's Pasta

Pasta, pizza, spaghetti, salads, meatballs, veggies, sausage, antipasta bread bowl, deli sandwich, spaghetti and meatball sandwich, tortellini, garlic bread, drinks: sodas, water, tea

Country Meadows 7/1/2018-8/14/2018 19'x8' $2,500

Page 3 of 5

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

OC FAIR & EVENT CENTER

CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2017

18579Revolutionary Service, Inc. dba Sippers and More-Bacon A Fair

Bacon wrapped A la Carte or Plate: Hot Dog, Grilled Sausage, Deep Fried Beer Battered Hot Dog, Turkey Leg, Stuffed Jalapenos, Chocolate Covered Oreos, Dates, Zucchini; Wild Boar Bacon Wrapped Asparagus, Wild Boar Bacon Bites, Wild Boar Bacon Ribs, Smoked Jack Daniels Bacon Wrapped Churro, Bacon Bombs, Porkabello Kabob, Bacon on a Stick, Buffalo Bacon Bites, Deep Fried Bacon Plate, Deep Fried Bacon Plate, Chocolate Covered Bacon, Chocolate Peanut Butter Covered Bacon, Coronary Combo, Chocolate Bacon Banana, Chocolate Bacon S'mores; Beverages: Bacon Flavored Cream Soda, Bacon Flavored Root Beer, Soft Drinks, Lemonade and Bottled Water.

Family Fair Way 7/1/2018-8/14/2018 27' x 10' $2,500

18580Revolutionary Service, Inc. dba Sippers and More-Mexican Funnel Cake

Apple Fries, Mexican Funnel Cake, Churros, Churro Bag, Baby Ruth Stuffed Jalapeno, Chocolate Covered Bacon, Chocolate Peanut Butter Bananas, Deep Fried Butter; Toppings: Strawberries, Ice Cream or Whipped Cream; Beverages: Bottled Soft Drinks, Sports Drinks and Bottled Water.

Livestock Lane 7/1/2018-8/14/2018 15'x20' $2,500

18581SDM Concessions, LLC dba Ten Pound Buns

Sourdough by the slice or loaf. Slices: Original Garlic Cheese or European Cheese Bread; Toppings: Meat Lover's, BBQ Chicken, Pepperoni, Pastrami, Bacon Nutella, Latin Bread; Beverages: Teas, Coffee, Hot Chocolate, Hot or Iced Cappuccinos, Energy Drinks, Soft Drinks or Bottled Water.

Country Meadows 7/1/2018-8/14/2018 20' x 15' $2,500

18582 Sharp Concepts, Inc. dba Good Ol' BurgersGood Ol' Burger with or without Cheese, Combo Plate: 1/2 Pound Burger, Fries and Medium Drink; Kid's Meal; Philly

Family Fair Way 7/1/2018-8/14/2018 20' x 20' $2,500

18583TC Dugan Enterprises, Inc. dba Crutchee's Cream

Ice cream cones: vanilla, chocolate or combo; waffle cones, dipped cones, sundaes with toppings, banana splits,

Family Fair Way 7/1/2018-8/14/2018 25' x 10' $2,500

18584 TC Dugan Enterprises, Inc. dba Dole Whip Dole Whip Cup or Cone; Sprinkles; Bottled WaterGreen Gate

Village7/1/2018-8/14/2018 10' x 10' $2,500

18585 Terri's Berries, Inc.Fresh Produce, Caramel Apples, Chocolate-Dipped Licorice, Marshmallows, Rice Krispie Treats,Strawberry,

Centennial Way 7/1/2018-8/14/2018 40' x 20' $2,500

18586 Timbo's II-JerkyJerky: Beef, Turkey Venison, Buffalo, Beef Sticks, Dill Pickles

Carnival of Products

7/1/2018-8/14/2018 20' X 8' $2,500

18587 Timbo's II-JerkyJerky: Beef, Turkey Venison, Buffalo, Beef Sticks, Dill Pickles

Festival of Products

7/1/2018-8/14/2018 30' x 10' $2,500

18588 Toucan Enterprises Funnel cakes w/toppings, soft drinks, water Park Plaza 7/1/2018-8/14/2018 35' x 25' $2,500

18589 Toucan Enterprises Funnel cakes w/toppings, soft drinks, water Main Mall 7/1/2018-8/14/2018 35' x 25' $2,500

18590 Vartanian Concessions Management

Churros, Churro Bites, Chocolate Covered Bacon, Frozen Lemonade/Strawberry, Lemon Frozen Cheesecake; Beverages: , Bottled Gatorade, Soft Drinks, Iced Tea and Water .

Memorial Way 7/1/2018-8/14/2018 15'x15' $1,500

Page 4 of 5

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

OC FAIR & EVENT CENTER

CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2017

18591 Vartanian Concessions Management

Churros, Churro Bites, Chocolate Covered Bacon, Frozen Lemonade/Strawberry, Lemon Frozen Cheesecake; Beverages: , Bottled Gatorade, Soft Drinks, Iced Tea and Water .

Centennial Way 7/1/2018-8/14/2018 15'x15' $1,500

18592 Vartanian Concessions Management

Churros, Churro Bites, Chocolate Covered Bacon, Frozen Lemonade/Strawberry, Lemon Frozen Cheesecake; Beverages: , Bottled Gatorade, Soft Drinks, Iced Tea and Water .

Fair Square 7/1/2018-8/14/2018 15'x15' $1,500

18593 Vartanian Concessions Management

Dole WhipCups, Cones and Floats; Churros, Churro Bites, Chocolate Covered Bacon, Frozen Lemonade/Strawberry, Lemon Frozen Cheesecake; Beverages: , Bottled Gatorade, Soft Drinks, Iced Tea and Water .

Livestock Lane 7/1/2018-8/14/2018 15'x20' $1,500

18594 Vartanian Concessions Management

Churros, Churro Bites, Chocolate Covered Bacon, Frozen Lemonade/Strawberry, Lemon Frozen Cheesecake; Beverages: , Bottled Gatorade, Soft Drinks, Iced Tea and Water .

Main Mall 7/1/2018-8/14/2018 15'x15' $1,500

18595 Working to Give dba Fabe's

Gelato by cup or cone; Waffle bowl sundaes, gelato shakes; Flavored Sugar Churros, Oreo Churros, Churro Ice Cream Sandwiches; Italian Ice, Fruit infused water, Sodas, Water.

Country Meadows 7/1/2018-8/14/2018 36' x 13' $2,500

Page 5 of 5

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

18631 Amazon Wonders Digital Photos with Birds OC Lane 7/1/2018-8/14/2018 15' x 15' $6,675

18632 Dandy SouvenirsSouvenir items:Inflatables, Plush, Funny Hats and Caps, Bubble Blowers, Lighted Wands, Sabers, Parasols.

CL1, FS 3, FS 21, MM 31, LL 15,

FFW 47/1/2018-8/14/2018 17' X17' $47,900

18634 Foote Massage Company Foote Massage Machines Up to 75 individual units throughout

grounds.7/1/2018-8/14/2018 $6,240

18635 Foote Photo Company Photo BoothsSouth Lawn,

Livestock Lane, Centennial Way

7/1/2018-8/14/2018 25' x 5' $2,500

18636 Happy Day Pony Ride, Inc. Pony Rides, Pony Photos Country Meadows 7/1/2018-8/14/2018 30' x 30' $7,700

18637 JCD Enterprises dba SkyRiver ButterfliesInteractive Butterfly Exhibit, Butterfly Feeding Sticks, Butterfly Themed Products

Crafter's Village 7/1/2018-8/14/2018 25' x 20' $5,980

OC FAIR & EVENT CENTER

INDEPENDENT AMUSEMENT RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2018

Page 1 of 1

CONTRACT #

CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

18701 California Department of Motor VehiclesDistribution of DMV Handbooks, Forms Pamphlet, Bookmarks

Parade of Products7/01/2018- 8/14/2018

10' x 15' $15,000

18706 Cigma, Inc.Clipless Curling and Flat Irons; Infini Sonic Device Skin Tool; Hi-Dow Massager; Magnetic Jewelry;

Carnival of Products, Festival of Products, Parade of

Products

7/01/2018- 8/14/2018

10x8; 20x10; 10x10; 10x15

$53,000

18728 Jeeva Corporation dba Satellite Pro's Viasat Satellite Internet Services - Lead Generating Only Festival of Products 20' x 10' $20,000

18735Vector Marketing Corporation dba Cutco Cutlery

Household cutlery, culinary tools, BBQ tools/garden tools, cookware, flatware, scissors and hunting knives

Festival of Products 20' x 10' $20,000

18738Vector Marketing Corporation dba Cutco Cookware

Cutco Products: Cutlery, Culinary Tools, Cookware, Flatware, Sporting Knives, BBQ & Garden Tools, Scissors

Festival of Products 20' x 10' $20,000

18737 Wyndham Vacation Ownership, Inc. Wyndham Vacation Resorts - Lead Generating OnlyParade of Products,

Family Fair Way10x15, 20x10 $35,000

OC FAIR & EVENT CENTER

PLATINUM RENTAL AGREEMENTS FOR BOARD APPROVAL

MAY 2018

Page 1 of 1

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNTNOT TO EXCEED

EXPENSE AMOUNT

VA-001-18 Evalynn AuJudging Young Adult Fine Art Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/6/18 &

8/11/18$300

VA-002-18 Keli MarchbankJudging Young Adult Fine Art Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/6/18 &

8/11/18$300

VA-003-18 Tiffany MaJudging Young Adult Fine Art Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/6/18 &

8/11/18$300

VA-004-18 Kirby PiazzaJudging Young Adult Fine Art Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/6/18 &

8/11/18$300

EX-003-18 Tiffany MaJudging Youth Photography Art Competition for the Explorium Exhibit

Fair 7/6/2018 $100

EX-004-18 Kirby PiazzaJudging Youth Photography Art Competition for the Explorium Exhibit

Fair 7/6/2018 $100

VA-005-18 Mónica EsparzaJudging Woodworking Competition for the Visual Arts Exhibit

Fair 7/9/18 & 8/11/18 $300

VA-006-18 Michael Rafferty Judging Woodworking Competition for the Visual Arts Exhibit

Fair 7/9/18 & 8/11/18 $300

VA-007-18 Fred RoseJudging Woodworking Competition for the Visual Arts Exhibit

Fair 7/9/18 & 8/12/18 $300

VA-008-18 Amy GrimmJudging Fine Art Adult Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/9/18 &

8/12/18$500

VA-009-18Carlos Beltran-Arechiga

Judging Fine Art Adult Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/10/18 &

8/11/18$500

VA-010-18 Trinh MaiJudging Fine Art Adult Competition for the Visual Arts Exhibit

Fair6/6-8/18, 7/9/18 &

8/11/18$500

VA-011-18 Jeff AluJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-012-18 Kevin StanicJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-013-18 Robin ReppJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-014-18 Frederico MedinaJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-015-18 KasselJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-016-18 Diane CockerillJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-017-18 Kim HarkinsJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-018-18 Rick ValasekJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

VA-019-18 Matt FrantzJudging Adult Photography Competition for the Visual Arts Exhibit

Fair6/5-8/18, 7/10/18 &

8/11/18$500

OC FAIR & EVENT CENTERJUDGING AGREEMENTS FOR BOARD APPROVAL

MAY 2018

Page 1 of 2

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNTNOT TO EXCEED

EXPENSE AMOUNT

OC FAIR & EVENT CENTERJUDGING AGREEMENTS FOR BOARD APPROVAL

MAY 2018

VA-020-18 Art RamirezJudging Photo Shoot Out Competition for the Visual Arts Exhibit

Fair 7/22/2018 $100.00

VA-021-18 Kathleen WilliamsJudging Plein Air Competition for the Visual Arts Exhibit

Fair 8/2/2018 $200.00

Page 2 of 2

1

From: Regina Mundekis Sent: Monday, April 30, 2018 1:06 PMTo: Ken KarnsCc: Kathy Kramer; [email protected]: Equestrian Center - $20 Million Replacement Cost Estimate & Environmental Issues

Questions

Dear Mr. Karns,  Statements made during the Draft Master Site Plan Workshop held on April 26, 2018, regarding the Equestrian Center need additional information provided to the Public who own the facility and paid over a quarter of a million dollars for a Master Site Plan which proposes to eliminate the single largest agricultural use on the property.  Larry Frapwell from HPI Architects, a firm retained by Johnson Consulting, Inc., made statements on April 26, 2018, regarding his inspection of and recommendations for the Equestrian Center. I am asking for the following information: When did Mr. Frapwell visit the Equestrian Center? Who accompanied Mr. Frapwell on his visit to the Equestrian Center? Mr. Frapwell stated that there are code violations, people living on site, significant nutrient management issues, waste management issues, and drainage issues. Please provide documents such as emails, letters, reports, photos or any other information received from Mr. Frapwell regarding these statements.  When and how did Mr. Frapwell inform you as VP of Operations of the allegations of code violations, people living on site, significant nutrient management issues, waste management issues, and drainage issues? What actions did you take as VP of Operations to verify the accuracy of statements made by Mr. Frapwell regarding allegations of code violations, people living on site, significant nutrient management issues, waste management issues, and drainage issues and take corrective actions? What were the corrective actions you required to be undertaken?  Mr. Frapwell stated that an independent cost estimator was retained to create an estimate to replace the Equestrian Center. Please provide a copy of the estimate to replace the Equestrian Center prepared by the independent cost estimator. Please provide the invoices received for the services of the independent cost estimator.  You may also provide additional information which you believe can explain Mr. Frapwell’s statements and the $20 million cost estimate to replace the Equestrian Center.   This information is needed immediately so that the Public who own the Equestrian Center can have the information which they have paid for and which is being used to justify ending the single largest agricultural use of the 32nd DAA property.   Please contact me if you have questions or need assistance.    Sincerely,  Reggie Mundekis 

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9A

SUBJECT: Committee / Ad Hoc Committee / Liaison Reports DATE: May 18, 2018 FROM: Barbara Bagneris, Board Chair PRESENTATION BY: Barbara Bagneris, Board Chair ___________________________________________________________________ RECOMMENDATION Information item only. BACKGROUND To assure compliance with the Bagley-Keene Act, Committee reports are only for the purpose of the Committee chair, Ad Hoc Committee members or Liaison to provide a verbal update. Should the Board want to discuss any Committee work item not already on the agenda; those would need to be agendized for a future Board meeting.

i. Heroes Hall Veterans Foundation Board (Director Berardino, Chair; Director La

Belle) ii. Financial Monitoring Committee (Director Pham, Committee Chair; Director

Mouet) iii. Legislative Monitoring Committee (Director Berardino, Committee Chair;

Director Aitken) iv. Master Site Plan Ad Hoc Committee (Director La Belle, Committee Chair; Vice

Chair Ruiz) v. Tenant Liaison Ad Hoc Committee (Director Tkaczyk, Committee Chair; Director

Berardino) vi. Equestrian Center Ad Hoc Committee (Director Aitken, Committee Chair;

Director Tkaczyk) vii. Pacific Amphitheatre Operation Evaluation & Review Ad Hoc Committee

(Director Berardino, Committee Chair; Director Tkaczyk)

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9B

SUBJECT: Adoption of California State Assembly Bill / Contracting Policies and Procedures

DATE: May 18, 2018 FROM: Kathy Kramer, CEO PRESENTATION BY: Adam Carleton, VP Finance & Administration ___________________________________________________________________ RECOMMENDATION

  Adopt AB 2490 and continue to remain compliant with Food and Agricultural Code Section 4051 through the continued use of, and compliance with, all applicable provisions of the California Public Contract Code, the written policies and procedures of the California Department of General Services (DGS) Contract Manual, the written policies and procedures of the California Department of Food and Agriculture (CDFA) Contract Manual for District Agricultural Associations, and the CDFA Board of Directors Handbook. Policy 2.4 – ASSET PROTECTION from the Board of Directors Governing Policy, section 5 will be amended to reflect adopting AB 2490 as follows:

5. Adopt AB 2490 and continue to procure any goods or services complying with any and all applicable portions of the California Public Contracts Code, the State Contracting Manual, the Department of General Services’ State Administrative Manual and guidelines for procurement.

BACKGROUND

Effective January 1, 2015, AB 2490 revised several provisions relating to the State’s oversight of District Agricultural Associations (DAAs). This bill authorizes fairs to take specified actions without the prior approval of various state agencies, eliminates some reporting requirements and makes other technical changes. A full copy of AB 2490 and the Implementation Guidelines are attached. The primary impact of AB 2490 was to shift some operating responsibility to the local DAAs, as noted in the Implementation Guidelines. The District has followed, and will continue to follow, all applicable state laws governing contracts and all policies and procedures that have been previously established for contracts and purchases, including the specific guidelines set forth in the DGS Contract Manual, the CDFA Contract Manual for District Agricultural

Associations, the CDFA Board of Directors Handbook, and all applicable provisions of the California Public Contract Code. Note: the Staff Recommendation does not include the adoption of specific written policies and procedures for contracting outside of the provisions of the DGS Contract Manual, the CDFA Contract Manual for District Agricultural Associations, the CDFA Board of Directors Handbook, and the California Public Contract Code.

Assembly Bill No. 2490

CHAPTER 342

An act to amend Sections 3954, 3960, 3965, 3965.1, 4051.2, and 4057 of, to add Section 4061 to, to repeal Section 4053 of, and to repeal and add Section 4051 of, the Food and

Agricultural Code, to amend and add Section 13332.09 of the Government Code, to repeal Sections 10320 and 10321 of the Public Contract Code, and to amend Section 42926 of the

Public Resources Code, relating to district agricultural associations.

[ Approved by Governor September 15, 2014. Filed with Secretary of State September 15, 2014. ]

LEGISLATIVE COUNSEL'S DIGEST AB 2490, Eggman. District agricultural associations.

(1) Existing law divides the state into agricultural districts, and provides for the management of these districts by district agricultural associations. Existing law provides for a board of directors for each district agricultural association, and provides for the appointment of each director by the Governor. Existing law sets forth the duties and responsibilities of the board of directors and the district agricultural associations, and requires a district agricultural association to take certain actions only with the approval of the Department of Food and Agriculture or the Department of General Services, or both.

This bill would authorize the Governor to remove any director of a district agricultural association for cause prior to the expiration of the director’s term. The bill would revise the oversight responsibilities of the Department of Food and Agriculture and the Department of General Services in connection with district agricultural associations by deleting the requirement that a district agricultural association obtain approval of the Department of Food and Agriculture or the Department of General Services prior to exercising certain powers, including the power to sue, entering into a settlement agreement for less than $100,000, or contracting or exercising certain powers over its own real or personal property. The bill would require a district agricultural association to comply with specified contracting procedures, including, among others, soliciting bids in writing if the cost of a project exceeds $25,000. The bill would authorize the board of directors of a district agricultural association, with the approval of the Department of General Services, to purchase, acquire, hold, sell, exchange, or convey any interest in real property. The bill would require a district agricultural association to adopt a fiscal review policy that would provide for annual audits, as specified. The bill would also specify that a district agricultural association shall not be required to prepare or submit any written report to the Governor, the Legislature, or a state agency, except as specified.

(2) Existing law requires the Department of General Services to exercise oversight of the acquisition and replacement of motor vehicles and other mobile equipment by a state agency. Existing law defines “state agency” for purposes of those provisions. Existing law requires the Trustees of the California State University to purchase vehicles using statewide commodity contracts, to the greatest extent feasible, and to make an interim report to the Governor and the Legislature on January 1, 2014, and a final report on January 1, 2015, containing certain information relative to motor vehicle procurement by the California State University. Existing law repeals these provisions as of July 1, 2015.

This bill would exclude district agricultural associations from the definition of “state agency” for purposes of those provisions and would continue the operation of these provisions beyond July 1, 2015, except for the requirement on the Trustees of the California State University.

(3) Existing law requires the Department of General Services to annually prepare a delegation program for district agricultural associations, to be administered by the Department of Food and Agriculture and the Department of General Services. Existing law also requires the Department of Food and Agriculture, for district agricultural associations and other fairs, to develop criteria to be applied for purchases made locally at a price equal to or lower than the price available through the state purchasing program.

This bill would repeal those provisions.

(4) Existing law requires each state agency to submit an annual report to the Department of Resources Recycling and Recovery summarizing its progress in reducing solid waste that is due on or before May 1 each year.

This bill would exclude district agricultural associations from the definition of “state agency” for purposes of those provisions.

(5) This bill would make conforming and nonsubstantive changes.

DIGEST KEY Vote: majority Appropriation: no Fiscal Committee: yes Local Program: no

BILL TEXT THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

SECTION 1. Section 3954 of the Food and Agricultural Code is amended to read:

3954. Each association by its name has perpetual succession. It may have a seal. An association may sue and be sued, and may do any and all things necessary to carry out the powers and the objects and purposes for which the association is formed.

SEC. 2. Section 3960 of the Food and Agricultural Code is amended to read:

3960. The term of office of each director, except that of a member of the first board, is four years from the beginning of the term for which he or she is appointed. Any vacancy shall be filled for the unexpired term. However, any director may be removed for cause by the Governor prior to the expiration of the director’s term.

SEC. 3. Section 3965 of the Food and Agricultural Code is amended to read:

3965. The board may, with the approval of the department:

(a) Fix the term of office, the amount of bond and salary, and prescribe the duties of the secretary and of the treasurer.

(b) Manage the affairs of the association.

(c) Make all necessary bylaws, rules, and regulations for the government of the association.

(d) Delegate, as it may deem advisable, to its officers or employees any of the powers that are vested in the board under subdivision (b). Any delegation of power may be revoked at any time.

SEC. 4. Section 3965.1 of the Food and Agricultural Code is amended to read:

3965.1. (a) Notwithstanding Section 3965 or 4051, the board, without prior approval from the department, may arrange for and conduct, or cause to be conducted, or by contract permit to be conducted, any activity by any individual, institution, corporation, or association upon its property at a time as it may be deemed advisable, except for the following:

(1) Revenue-generating contracts involving hazardous activities, as determined by the department, unless adequate insurance coverage is provided, as determined by the department in consultation with the Department of General Services.

(2) The activities specified in Section 4051.2 and Section 19130 of the Government Code.

(b) This section shall not be construed and is not intended to extend or limit the authority specified in Section 19130 of the Government Code.

SEC. 5. Section 4051 of the Food and Agricultural Code is repealed.

SEC. 6. Section 4051 is added to the Food and Agricultural Code, to read:

4051. (a) An association may do any of the following:

(1) Contract, in accordance with all of the following:

(A) The written policies and procedures for contracting that are developed and maintained by the board of directors of the association in accordance with this section.

(B) All applicable state laws governing contracts, except as follows:

(i) Any grant or contract entered into by an association for goods is not subject to Chapter 2 (commencing with Section 10290) of Part 2 of Division 2 of the Public Contract Code.

(ii) Any grant or contract entered into by an association is not subject to Chapter 3 (commencing with Section 12100) of Part 2 of Division 2 of the Public Contract Code.

(C) If the estimated total cost of any construction project or similar work carried out under this section exceeds twenty-five thousand dollars ($25,000), the association shall solicit bids in writing and shall award the work to the lowest responsible bidder or reject all bids. The association is subject to all applicable provisions of the Public Contract Code.

(D) An association may elect to become subject to the provisions of the Uniform Public Construction Cost Accounting Act (Chapter 2 (commencing with Section 22000) of Part 3 of Division 2 of the Public Contract Code) and the Small Business Procurement and Contract Act (Chapter 6.5 (commencing with Section 14835) of Part 5.5 of Division 3 of Title 2 of the Government Code), but exempt from the reporting requirements noted in subdivision (f) of Section 14838.1 of the Government Code.

(2) Accept funds or gifts of value from the United States or any person to aid in carrying out the purposes of this part.

(3) Conduct or contract for programs, and contract for the purchase or lease of goods that are necessary to effectuate the purposes of this chapter, either independently or in cooperation with any individual, public or private organization, or federal, state, or local governmental agency.

(4) Establish and maintain a bank checking account or other financial institution account, approved by the Director of Finance in accordance with Sections 16506 and 16605 of the Government Code, for depositing funds received by the district agricultural association. All funds maintained in an account authorized by this paragraph shall be used in accordance with Section 4001.

(5) Approve the annual budget of the association and establish a program for paying vendors who contract with the district agricultural association.

(6) Contract with any county or county fair association for holding a fair jointly with the county or county fair association. The joint fair is a district fair of the association.

(7) Make or adopt all necessary orders, rules, or regulations for governing the activities of the association. Notwithstanding paragraph (14), any orders, rules, or regulations adopted by the board are exempt from Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of Title 2 of the Government Code. For informational purposes only, however, any order, rule, or regulation adopted by the board may be transmitted to the Office of Administrative Law for filing with the Secretary of State pursuant to Section 11343 of the Government Code.

(8) Operate a payroll system for paying employees, and a system for accounting for vacation and sick leave credits of employees.

(9) Delegate to the officers and employees of the association the exercise of powers vested in the board, as the board may deem desirable, for the orderly management and operation of the association.

(10) With the approval of the Department of General Services, purchase, acquire, hold, sell, or exchange, or convey any interest in real property. Any acquisition of land or other real property shall be subject to the Property Acquisition Law (Part 11 (commencing with Section 15850) of Division 3 of Title 2 of the Government Code).

(11) With the approval of the Department of General Services, make permanent improvements upon publicly owned real property adjacent to, or near the vicinity of, the real property of the district agricultural association when the improvements materially benefit the property of the association pursuant to Section 11011 of the Government Code.

(12) With the approval of the Department of General Services, lease for the use of its real property, or any portion of that property, to any person or public body for whatever purpose as may be approved by the board.

(13) Use or manage any of its property jointly or in connection with any lessee or sublessee, for any purpose approved by the board.

(14) With the approval of the Department of General Services, pledge any revenues, moneys, accounts, accounts receivable, contract rights, and other rights to payment of whatever kind, pursuant to terms and conditions approved by the board. The revenues, moneys, accounts, accounts receivable, contract rights, and other rights to payment of whatever kind pledged by the association or its assignees constitute a lien or security interest that immediately attaches to the property pledged, and is effective, binding, and enforceable against the association, its successors, purchasers of the property pledged, creditors, and all others asserting rights therein, to the extent set forth, and in accordance with, the terms and conditions of the pledge, irrespective of whether those persons have notice of the pledge and without the need for physical delivery, recordation, filing, or further action.

(15) With the approval of the Secretary of Food and Agriculture, enter into a joint powers agreement pursuant to the Joint Exercise of Powers Act (Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 of the Government Code).

(b) In developing the written policies and procedures for contracting, the board shall incorporate the following to apply to contracts or procurement by the association:

(1) To ensure the fullest competition, the board shall adopt and publish competitive bidding procedures for the award of a procurement or contract involving an expenditure of more than one hundred thousand dollars ($100,000). The competitive bidding procedures shall include, but not be limited to, requirements for submission of bids and accompanying documentation, guidelines for the use of requests for proposals, invitations to bid, or other methods of bidding, and a bid protest procedure. The general manager shall determine whether the goods or services subject to this paragraph are available through existing contracts or price schedules of the Department of General Services. The Legislature finds and declares that fairs are a valuable community resource and recognizes that local businesses and local communities make valuable contributions to fairs that include direct and indirect support of fair programs. The Legislature further finds and declares that local businesses often provide opportunity purchases to local fairs that, for similar things available through the state purchasing program, may be purchased locally at a price equivalent to or less than that available through the state purchasing program. As used in this subdivision, opportunity purchases means purchases made locally, either individually or cooperatively, at a price equal to or less than the price available through the state purchasing program on or off state contract.

(2) The contracting standards, procedures, and rules contained in this subdivision shall also apply with respect to any subcontract involving an expenditure of more than one hundred thousand dollars ($100,000). The board shall establish, as part of the bidding procedures for general contracts, subcontracting guidelines that implement this requirement.

(3) With the approval of the Department of General Services, pledge any and all revenues, moneys, accounts, accounts receivable, contract rights, and other rights to payment of whatever kind, pursuant to terms and conditions approved by the board. Any issuance of bonds, contracts entered into, debts incurred, settlements, judgments, or liens under this section or pursuant to Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 of the Government Code, shall not directly, indirectly, or contingently obligate the state or any political subdivision of the state to levy or to pledge any form of taxation therefor or to make any appropriation for their payment. The bond shall contain on its face a statement to the following effect: “Neither the full faith and credit nor the taxing power of the State of California is pledged to the payment of the principal of, or interest on, this bond.”

(4) This section shall not apply to Article 1 (commencing with Section 4101) of Chapter 6 of Part 3.

(c) (1) Notwithstanding any other law, an association shall adopt a fiscal review policy as follows:

(A) An association with an annual budget exceeding five million dollars ($5,000,000) shall conduct an annual audit by an independent certified public accountant or certified public accountancy firm selected by the board.

(B) An association with an annual budget of less than five million dollars ($5,000,000) shall have its books and accounts examined and reviewed annually and audited once every three years by an independent certified public accountant or certified public accountancy firm selected by the board.

(2) Notwithstanding paragraph (1), the department may require an audit to be conducted before the times specified in subparagraphs (A) and (B) of paragraph (1) if the department or the state deems the audit is necessary.

SEC. 7. Section 4051.2 of the Food and Agricultural Code is amended to read:

4051.2. An association shall not enter into a settlement agreement for an amount greater than one hundred thousand dollars ($100,000) without the prior approval of the department.

SEC. 8. Section 4053 of the Food and Agricultural Code is repealed.

SEC. 9. Section 4057 of the Food and Agricultural Code is amended to read:

4057. The state is not liable for any action, obligation, commitment, contract, or premium that is offered, or award that is made, by any association.

SEC. 10.

Section 4061 is added to the Food and Agricultural Code, to read:

4061. (a) Notwithstanding any other law, a district agricultural association shall not be required to prepare or submit any written report to the Governor, the Legislature, or a state agency except as follows:

(1) The report is required by a court or under federal law.

(2) The report is required in the Budget Act.

(3) The report is required by the secretary.

(4) The Legislature expressly requires a district agricultural association to prepare and submit a report.

(b) This section shall not be construed and is not intended to extend or limit the provisions of the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code).

SEC. 11. Section 13332.09 of the Government Code is amended to read:

13332.09. (a) A purchase order or other form of documentation for acquisition or replacement of motor vehicles shall not be issued against any appropriation until the Department of General Services has investigated and established the necessity therefor.

(b) A state agency shall not acquire surplus mobile equipment from any source for program support until the Department of General Services has investigated and established the necessity therefor.

(c) Notwithstanding any other law, any contract for the acquisition of a motor vehicle or general use mobile equipment for a state agency shall be made by or under the supervision of the Department of General Services. Pursuant to Section 10298 of the Public Contract Code, the Department of General Services may collect a fee to offset the cost of the services provided.

(d) Any passenger-type motor vehicle purchased for a state officer, except a constitutional officer, or a state employee shall be an American-made vehicle of the light class, as defined by the California Victim Compensation and Government Claims Board, unless excepted by the Director of General Services on the basis of unusual requirements, including, but not limited to, use by the California Highway Patrol, that would justify the need for a motor vehicle of a heavier class.

(e) General use mobile equipment having an original purchase price of twenty-five thousand dollars ($25,000) or more shall not be rented or leased from a nonstate source and payment therefor shall not be made from any appropriation for the use of the Department of Transportation, without the prior approval of the Department of General Services after a determination that comparable state-owned equipment is not available, unless obtaining approval would endanger life or property, in which case the transaction and the justification for not having sought prior approval shall be reported immediately thereafter to the Department of General Services.

(f) (1) The Trustees of the California State University shall, to the greatest extent feasible, purchase vehicles using statewide commodity contracts.

(2) The trustees shall make an interim report to the Governor and the Legislature on January 1, 2014, and a final report on January 1, 2015, on their motor vehicle procurement, including all of the following:

(A) An inventory, by campus, of motor vehicles that includes the type of vehicle, vehicle usage, and fuel data consistent with the Department of General Services fleet asset management system and reported to the Department of General Services.

(B) The number of motor vehicles purchased during the prior fiscal year, disaggregated by campus and type of vehicle if the passenger vehicle or truck was purchased through statewide commodity contracts, and the purchase price.

(C) Any change to a policy or procedure made during the prior fiscal year related to motor vehicle procurement and contracts for procurement and identifying any vehicle procured pursuant to the new policy or procedure.

(D) The average time to complete procurements, average administrative costs, reduced charges paid to the Department of General Services, and competitive or reduced market prices obtained for the vehicles.

(3) A report submitted pursuant to this subdivision shall be submitted in compliance with Section 9795.

(g) As used in this section:

(1) “General use mobile equipment” means equipment that is listed in the Mobile Equipment Inventory of the State Equipment Council and capable of being used by more than one state agency, and shall not be deemed to refer to equipment having a practical use limited only to the controlling state agency. Section 575 of the Vehicle Code shall not have application to this section.

(2) “State agency” means a state agency, as defined pursuant to Section 11000. The University of California is requested and encouraged to have the Department of General Services perform the tasks identified in this section with respect to the acquisition or replacement of motor vehicles by the University of California. “State agency” does not include a district agricultural association, as defined in Section 3951 of the Food and Agricultural Code.

(h) This section shall remain in effect only until July 1, 2015, and as of that date is repealed.

SEC. 12. Section 13332.09 is added to the Government Code, to read:

13332.09. (a) A purchase order or other form of documentation for acquisition or replacement of motor vehicles shall not be issued against any appropriation until the Department of General Services has investigated and established the necessity therefor.

(b) A state agency shall not acquire surplus mobile equipment from any source for program support until the Department of General Services has investigated and established the necessity therefor.

(c) Notwithstanding any other law, any contract for the acquisition of a motor vehicle or general use mobile equipment for a state agency shall be made by or under the supervision of the Department of General Services. Pursuant to Section 10298 of the Public Contract Code, the Department of General Services may collect a fee to offset the cost of the services provided.

(d) Any passenger-type motor vehicle purchased for a state officer, except a constitutional officer, or a state employee shall be an American-made vehicle of the light class, as defined by the California Victim Compensation and Government Claims Board, unless excepted by the Director of General Services on the basis of unusual requirements, including, but not limited to, use by the California Highway Patrol, that would justify the need for a motor vehicle of a heavier class.

(e) General use mobile equipment having an original purchase price of twenty-five thousand dollars ($25,000) or more shall not be rented or leased from a nonstate source and payment therefor shall not be made from any appropriation for the use of the Department of Transportation, without the prior approval of the Department of General Services after a determination that comparable state-owned equipment is not available, unless obtaining approval would endanger life or property, in which case the transaction and the justification for not having sought prior approval shall be reported immediately thereafter to the Department of General Services.

(f) As used in this section:

(1) “General use mobile equipment” means equipment that is listed in the Mobile Equipment Inventory of the State Equipment Council and capable of being used by more than one state agency, and shall not be deemed to refer to equipment having a practical use limited to the controlling state agency only. Section 575 of the Vehicle Code shall have no application to this section.

(2) “State agency” means a state agency, as defined pursuant to Section 11000. The University of California is requested and encouraged to have the Department of General Services perform the tasks identified in this section with respect to the acquisition or replacement of motor vehicles by the University of California. “State agency” does not include a district agricultural association, as defined in Section 3951 of the Food and Agricultural Code.

(g) This section shall become operative on July 1, 2015.

SEC. 13. Section 10320 of the Public Contract Code is repealed.

SEC. 14. Section 10321 of the Public Contract Code is repealed.

SEC. 15. Section 42926 of the Public Resources Code is amended to read:

42926. (a) In addition to the information provided to the department pursuant to Section 12167.1 of the Public Contract Code, each state agency shall submit an annual report to the department summarizing its progress in reducing solid waste as required by Section 42921. The annual report shall be due on or before May 1, 2012, and on or before May 1 in each subsequent year. The information in this report shall encompass the previous calendar year.

(b) Each state agency’s annual report to the department shall, at a minimum, include all of the following:

(1) Calculations of annual disposal reduction.

(2) Information on the changes in waste generated or disposed of due to increases or decreases in employees, economics, or other factors.

(3) A summary of progress made in implementing the integrated waste management plan.

(4) The extent to which the state agency intends to utilize programs or facilities established by the local agency for the handling, diversion, and disposal of solid waste. If the state agency does not intend to utilize those established programs or facilities, the state agency shall identify sufficient disposal capacity for solid waste that is not source reduced, recycled, or composted.

(5) Other information relevant to compliance with Section 42921.

(c) The department shall use, but is not limited to the use of, the annual report in the determination of whether the agency’s integrated waste management plan needs to be revised.

(d) For purposes of this section, the meaning of “state agency” does not include a district agricultural association, as defined in Section 3951 of the Food and Agricultural Code.

AB 2490 (Eggman) Implementation Guidelines

1

Sec 1 – Section 3954 of the Food & Ag Code is amended

o Authorizes DAAs to sue and be sued without the approval of CDFA for settlements under

$100,000.

o Legal settlements above $100,000 must have the prior approval of CDFA.

o Implementation: No immediate action required.

o Recommended practices:

Fairs’ legal representative is the only required contact for litigation up to

$100,000.

CFSA member fairs: Continue the same review process with CFSA for

lawsuits.

Non-CFSA fairs: Develop a formal litigation review policy and procedure.

All fairs: Maintain relationships with other agencies, including CDFA, DGS and

the Attorney General’s Office.

Sec 2 – Section 3960 of the Food and Ag Code is amended

o The Governor can dismiss a DAA director for cause prior to term expiration.

o Implementation: No action required.

Sec 3 – Section 3965 of the Food and Ag Code is amended

o Eliminated the requirement for DGS to approve most DAA contracted activities.

DGS will continue to have oversight and participate in the approval process

regarding disposition of real property.

o Implementation: No action required.

Sec 4 – Section 3965.1 of the Food and Ag Code is amended

o DAAs are permitted to conduct activities on the DAA’s property without the prior approval

of CDFA except for revenue generating contracts involving hazardous activities, as

determined by CDFA, unless adequate insurance coverage is provided, as determined by

CDFA in consultation with DGS.

o Implementation: No action required.

Effective January 1, 2015, service contracts, rental agreements, and sponsorship

contract do not require CDFA review or approval. Filing of those contracts

with F&E should cease.

Contract amendments after January 1, 2015, do not need F&E approval

even if the original contract was approved by F&E prior to January 1,

2015.

Contracts involving hazardous activities:

CFSA member fairs: Continue the review process with CFSA for

approval of the insurance.

o Non-CFSA fairs: Seek the insurance requirements and approval of the insurance through DGS.

(Note: there may be an agreement pending with CFSA to provide approval of hazardous contracts

for non-member fairs; the agreement may include a fee for service.)

AB 2490 (Eggman) Implementation Guidelines

2

Sec 4 – Section 3965.1 of the Food and Ag Code is amended (continued)

o DAAs will still need the approval from CDFA and from DGS to enter into personal service

contracts.

Implementation: No action required.

Recommended practices:

DAAs should continue working with CDFA’s Human Resources Branch

to ensure compliance.

Boards should create policy to ensure compliance.

Sec 5 & 6 – Section 4051 of the Ag Code was repealed and a new Sec 6 - Section 4051 added

o DAA Board of Directors are granted broad authority for contracting with policies and

procedures developed by the DAA’s Board of Directors rather than CDFA or DGS.

Essentially shifts the responsibility for contracting and procurement to the local level.

Recommended practice: as an interim measure, DAA Boards may want to adopt

the existing purchasing and contracting procedures that were previously required

by CDFA (F&E) and DGS as they develop their own procedures.

Implementation: No immediate action required. DAA Boards should begin

developing contracting and procurement policies and procedures for their

adoption. DAA Boards are NOT required to obtain approval for these

procurement policies and procedures from DGS or CDFA (F&E).

DAAs are subject to all applicable state laws, except:

Purchasing goods – exempt from Public Contract Code (PCC).

Information technology (goods and services) – exempt from PCC.

o Construction Contracts – when the estimated total cost of any construction project

exceeds $25,000, the DAA shall solicit bids in writing and shall award the work to the

lowest responsible bidder or reject all bids.

For construction projects, the DAA is subject to all applicable provisions of the

PCC.

Recommended practice: DAAs consult with CFFA (California Fairs Financing

Authority) to determine construction contracting limits and prevailing wage

requirements.

o DAA Boards required to adopt and publish competitive bidding procedures for purchasing

expenditures that exceed $100,000.

CFA AB2490 Implementation Committee is conducting further research

regarding the competitive bidding procedures for service contracts.

Implementation: No action required.

Sec 5 & 6 – Section 4051 of the Ag Code was repealed and a new Sec 6 - Section 4051 added

(continued)

o DAAs are required to have fiscal reviews performed by a certified public accountant as

follows: DAAs with an annual budget exceeding $5,000,000 are required an annual audit.

DAAs with an annual budget less than $5,000,000 are required an audit once

every three years.

Impending issues: In 2016 Certified Public Accounts will be required to quantify

the amount of OPEB (other post employment benefits) or they will not be allowed

to issue an objective financial audit opinion. Thus CPAs may decline to audit

AB 2490 (Eggman) Implementation Guidelines

3

DAAs in the future unless there is a different level of opinion created for the audit

criteria.

Implementation: No action required.

Sec 9 – Section 4057 of the Food and Ag Code is amended

These amendments of adding “action, obligation, commitment and contract” to

the DAA’s performance items further emphasize the independence and local

authority of the DAA with regard to conducting business at an arms-length from

the state. These amendments are ambiguous because many of the items

require state approval. The purpose is to show that the responsibility of the DAA

is being shifted to the local DAA’s Board of Directors.

Implementation: No action required.

Sec 10 – Section 4061

o When AB 2490 becomes law on January 1, 2015, DAAs will no longer have to prepare or

submit any written report to the Governor, the Legislature or a state agency UNLESS the

report is required by a court order, federal law, the budget act, CDFA secretary or unless

DAAs are expressly required by the Legislature to prepare a report.

o Implementation: No immediate action required. DAAs should closely evaluate

which reports to file.

Current recommendation is to file the following:

Statement of Economic Interests – Form 700

Report of Accounts Outside the State Treasury – STD 445

Statement of Operations

Financial Audit

RE-20 Real Property Report

RE-21 Parcel History Report

RE-24 Structure Report

Government Compensation Report

Dual Compensation Reporting

Current recommendation is to not file the following, unless determined

otherwise in the future:

Fleet Reduction

Energy and Water Benchmarking

Zero-Emission Vehicle Plan

Petroleum Reduction Report

Alternative Fuel Vehicles & Annual Equipment Report

Fleet Card User Agreement

Current recommendation is to not file the following, unless determined

otherwise in the future (continued):

Delegated Purchasing Authority

Prompt Payment Program – Late Penalty Report

Vehicle Home Storage Request

Green House Gas

State Agency Buy Recycled Campaign

ACarleton
Underline

AB 2490 (Eggman) Implementation Guidelines

4

Comprehensive Annual Financial Report – the Division of Fairs &

Expositions will perform this report for the fairs.

Waste Division Report – if a fair is pursuing grants they should consider

filing this report.

o Uniform statement in response to report requests: The District Agricultural

Association will no longer provide any written report unless it is required by a

court order, federal law, the budget act, CDFA secretary or expressly required by

the legislature. (Reference AB2490 – Section 4061.)

Sec 11 & 12 – Section 13332.09 of the Government Code is amended to read and Sec 12 –

Section 13332.09 is added to the Government Code

o Exempts DAAs from DGS vehicle purchasing requirements.

o Purchasing and disposition of motor vehicles and general use mobile equipment should

be accomplished in compliance with written policies and procedures developed by the

Board of Directors in accordance with Section 4051.

o Implementation: DAAs Board of Directors should create policies for vehicle

purchasing and disposal guidelines. See Sec 5 – Section 4051 above.

Sec 13 – Section 10320 of the Public Contract Code is repealed

o Eliminates the DAAs purchasing delegation program that was previously administered by

DGS.

o Implementation: The DAAs Board of Directors must develop written policies and

procedures for contracting that are maintained by the Board in accordance with

Section 4051 and all applicable state laws that govern contracts with the

exceptions specified by the new statute. See Sec 5 – Section 4051 above.

Sec 14 – Section 10321

o Moves opportunity purchase language from the Public Contract Code to the Food and

Agriculture Code.

o Implementation: See Sec 5 – Section 4051 above.

Sec 15 – Section 42926

o Exempts DAAs from the provisions of the section having to do with integrated waste

management plans and eliminates an annual report summarizing the progress of state

agencies in reducing solid waste.

o Implementation: No action required.

AB 2490 (Eggman) Implementation Guidelines

GENERAL RECOMMENDATIONS

The primary impact of AB2490 is a shift of responsibility to the local level for the

operation of the DAA. This will require the Board of Directors to develop new policies

and procedures to comply with changes as a result of AB2490’s implementation. The

CFA AB2490 Implementation Committee is providing draft procurement policies, draft

protest policies and a draft procurement manual. Other guidelines for most of these

policies exist in the DGS Delegated Purchasing Authority, CDFA’s Contract Manual and

CDFA’s Board of Director’s Handbook.

DAAs are still subject to all applicable state laws including Public Contract Code

with the exception of Purchasing/Procurement and IT Goods and Services. The DAA is

still required to follow all applicable laws, policies and procedures that have been

previously established for service contracts, construction contracts, and personal

service contracts.

DAAs will see relief in the form of reduced staff time required to complete

numerous reports that are requested by the Governor’s office, legislature and various

other departments on a yearly basis. Many of the reports are designed to collect

information from much larger agencies, and the results obtained from DAAs have had a

questionable impact yet require a large investment of staff time to complete.

F&E, CDFA, WFA, CFA and CFSA continue to work on developing guidelines

that will make recommendations on the effective implementation of AB2490. To

reiterate, as an interim measure, DAA Boards may want to adopt the existing

purchasing and contracting procedures that were previously required by CDFA

(F&E) and DGS as they develop their own procedures. Sources of the existing

procedures are included in the F&E Contract Manual and the DGS Purchasing

Authority.

Source: Western Fairs Association, California Fairs Alliance - AB2490 Implementation Guidelines 02-24-2015.

5

OCFEC - AB 2490 Staff Report References:

1. Full Copy- AB 2490-http://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=201320140AB2490

2. State Analysis –AB 2490 – http://www.leginfo.ca.gov/pub/13-14/bill/asm/ab_2451-2500/ab_2490_cfa_20140814_161110_sen_floor.html

3. Implementation Guidelines – AB 2490 – Printedhttps://www.westernfairs.org/p.aspx?pID=aboutwfa/cfa&

4. CDFA Letter- AB 2490-https://www.cdfa.ca.gov/Fairs_&_Expositions/Documents/Circular_Letters/2014/D/D2014-03.pdf

5. DGS Contract Manual-a. Volume 1 https://www.dgs.ca.gov/ols/Resources/StateContractManual.aspxb. Volume 2 http://www.dgs.ca.gov/pd/Resources/publications/SCM2.aspx

6. Public Contract Code (PCC)https://leginfo.legislature.ca.gov/faces/codesTOCSelected.xhtml?tocCode=PCC&tocTitle=+Public+Contract+Code+-+PCC

7. CDFA’s Board of Director’s Handbook.https://www.cdfa.ca.gov/Fairs_&_Expositions/Resources_and_Publications/BoDHandbook.asp

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9C

SUBJECT: Crossroads of the West Gun Show DATE: May 18, 2018 FROM: Barbara Bagneris, Board Chair PRESENTATION BY: Barbara Bagneris, Board Chair ___________________________________________________________________ RECOMMENDATION Information item only. BACKGROUND Crossroads of the West Gun Show will be held Saturday, June 2nd and Sunday, June 3rd from 9 a.m. to 4p.m. at OC Fair & Event Center. OC Fair and Event Center has been hosting the Crossroads of the West Gun Show for the past 34 years. OCFEC currently host 6 shows per year with an attendance range of 11,000 – 15,000 people per show. Crossroads of the West Gun Show is OCFEC’s largest year-round revenue contributor at $859K annually. They also hold shows in Arizona, Utah, Nevada and other California cities. Crossroads of the West Gun Show at OCFEC is Crossroad’s largest California produced show and 2nd largest of all Crossroads shows. At the request of Chair Bagneris, staff has contacted the event promoter to make arrangements for OCFEC Board members to tour the show. To keep in compliance with Bagley-Keene Open Meeting Act no more than two Board members may tour together at a time and no discussion regarding the event can occur outside of a public meeting. Staff will facilitate coordinating a tour for any Board members interested in touring this show and ensure compliance with Bagley- Keene.

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9D

SUBJECT: Annual Review of OC Fair Ticket Allocation to Heroes Hall Veterans Foundation Board per Memorandum of Understanding

DATE: May 18, 2018 FROM: Kathy Kramer, CEO PRESENTATION BY: Michele Richards, VP Business Development ___________________________________________________________________ RECOMMENDATION At the Board of Director’s discretion. BACKGROUND The current Memorandum of Understanding between OC Fair & Event Center and the Heroes Hall Veterans Foundation states: “…District, at its sole discretion, may provide to each active Foundation Board member, one (1) complimentary pass to District’s annual county fair, which pass may include an F Lot parking hang tag. The type and quantity of additional complimentary passes will be assessed by the District on an annual basis and shall comply with California law and District’s Ticket Distribution Policy.” For the 2017 OC Fair, the Board of Directors approved fifty (50) adult general admission passes for $1 each, plus one (1) F Lot parking hang tag for each active member of the Heroes Hall Veterans Foundation Board of Directors.

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9E

SUBJECT: Art Astor Collection Discussion DATE: May 18, 2018 FROM: Kathy Kramer, CEO PRESENTATION BY: Michele Richards, VP Business Development ___________________________________________________________________ RECOMMENDATION Information item only. BACKGROUND On April 16, 2018, VP of Operations Ken Karns and VP of Business Development Michele Richards met Board member Doug La Belle to tour the Art Astor collection in Cerritos. The collection had recently been purchased by Kent Browning of Browning Automotive Group who was in the process of moving it to a new location. The OCFEC team noted several items from the collection that could potentially be loaned by Mr. Browning for exhibit at Imaginology 2019, Heroes Hall and the annual OC Fair. In addition, the team spoke to Mr. Browning about the possibility of holding a classic car show at OC Fair & Event Center using the antique vehicles from his collection. Vice President, Michele Richards followed up with a phone call to Mr. Browning on May 14, 2018 who stated that the collection had been moved to a temporary warehouse. When asked if Mr. Browning would be interested in potentially loaning items to OC Fair & Event Center, he indicated that while he’s not currently set-up for that process, he would welcome our input and assistance at a future date.

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9F

SUBJECT: Discussion on Equestrian Center Utilization and Integration

DATE: May 18, 2018 FROM: Kathy Kramer, CEO PRESENTATION BY: Equestrian Center Ad Hoc Committee and OCFEC Staff ___________________________________________________________________ RECOMMENDATION At the Board of Directors’ discretion, provide direction for the Equestrian Center Ad Hoc Committee to work with staff to continue discussions with representatives from the equestrian center in order to develop a plan for moving forward. This plan will be brought back to the full Board for discussion. BACKGROUND The Board of Directors initiated a 10-year Master Site Plan process in early 2016. Led by the Master Site Plan Ad Hoc Committee of the Board of Directors, this process included multiple stakeholder meetings to gather input on the OC Fair & Event Center. Stakeholder groups included the Board of Directors, members of the public, equestrian center users, property partners and staff. The Master Site Plan Ad Hoc Committee, along with staff, led an RFP process to identify a master site plan consultant. Through that process Johnson Consulting was selected to work with the Board committee and staff to gather input about the property and its uses from the various stakeholder groups. The majority of stakeholder groups indicated a strong desire for the plan to consider more public use of the property including the equestrian center and to include more equine programming during the annual OC Fair. Based on this input, as well as input regarding other parts of the OCFEC property, the Board committee and staff worked with Johnson Consulting to develop a draft Master Site Plan concept which was presented at the April, 2018 Board of Directors meeting.

During the April, 2018 meeting, the Board heard enthusiastic and passionate response from equestrian center users about the draft plan which included changes to the current equestrian center. During the discussion, Equestrian Center Ad Hoc Committee Chair, Ashleigh Aitken, offered to meet with the equestrian center tenants to gather additional information to bring back to the full Board. On May 18, 2018, tenants from the equestrian center held an open house. Members of the executive staff attended and spoke with tenants and trainers. The equestrian center users shared their desire and many ideas for integrating community programs into the existing equestrian center operations. During the May, 2018 Board meeting, the Equestrian Center Ad Hoc Committee and staff will both provide recommendations for moving forward collaboratively with equestrian center users to develop a plan to include community equine programming, beginning the process for understanding actual costs for facility repair and improvements, and addressing any safety issues.

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9G

SUBJECT: Independent Performance Audit DATE: May 18, 2018 FROM: Barbara Bagneris, Board Chair PRESENTATION BY: Nick Berardino, Board Member ___________________________________________________________________ RECOMMENDATION Information item only. BACKGROUND At the April 26th Board of Directors meeting, Director Berardino requested to agendize a discussion to retain an independent performance auditor, reporting directly to the Board of Directors. Director Berardino will provide a handout at the May 24th Board of Directors meeting communicating his position on this agenda item.

Board of Directors Agenda Report MEETING DATE: MAY 24, 2018 ITEM NUMBER: 9H

SUBJECT: Five-Year Strategic Business Plan Workshop DATE: May 18, 2018 FROM: Kathy Kramer, CEO PRESENTATION BY: Bill Kelly, Kelly Associates Management Group ___________________________________________________________________ RECOMMENDATION Upon completion of the workshop, Board of Directors to review and approve the Five-Year Strategic Business Plan. BACKGROUND Last year the Board of Directors approved the release of a RFP to secure an organization to work with Board and staff to facilitate developing a five year strategic business plan. Kelly Associates Management Group was awarded the RFP and began work in September of 2017. Kelly Associates Management Group conducted approximately 20 individual interviews, including Board of Director and staff as well as held a community stakeholder meeting. They also attended two Master Site Plan workshops and collaborated with the Johnson Consultants team. The Operational Needs Assessment (ONA) and Master Site Plan data were used as a matter of background. Bill Kelly of Kelly Associates Management Group will facilitate the OC Fair & Event Center Five-Year Strategic Business Plan.